TCR_Public/080424.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, April 24, 2008, Vol. 12, No. 97

                             Headlines

222 PIZZA: Settles $500,000 Debt by Issuing 10 Mil. Common Shares
ACACIA OPTION: Five Classes of Notes Get Moody's Rating Downgrades
AIRTRAN HOLDINGS: Plans to Offer $65 Million Senior Notes
ALOHA AIRLINES: Files Schedules of Assets & Liabilities
AMERICAN AXLE: UAW Rejects Economic Proposals; Firm Mulls Closures

AMERICAN LAFRANCE: Files Supplements to Amended Restructuring Plan
AMERICAN STANDARD: Bankruptcy Proceeding Converted to Chapter 7
ANTHRACITE 2004-HY1: Fitch Cuts Ratings to 'BB' on $%51MM Notes
ARBY'S RESTAURANT: S&P Retains Neg. Watch After Wendy's Rejection
ARCAP 2004-1: Fitch Holds 'BB-' Rating on $20.5 Million Notes

ARCAP 2004-RR3: Fitch Chips Ratings to 'B-' on Four Cert. Classes
ASARCO LLC: Grupo Mexico Has Poor Stewardship Record, Union Says
AUSTIN WRANGLERS: Chapter 7 Proceeding Closes
AVENUE PARCEL: DCM Warehouse Sells Stake in Various Entities
BANCO INDUSTRIAL: Moody's Puts 'Ba3' Foreign Currency Debt Rating

BASIC ENERGY: Approves $3 Billion Merger Deal with Grey Wolf
BASIC ENERGY: Grey Wolf Merger Deal Cues S&P's Positive Watch
BELLE HAVEN: Moody's Lowers Rating on $1.7 Billion Notes to 'Ba3'
BOLDEN DEVELOPMENT: Case Summary & Largest Unsecured Creditor
BUCKINGHAM CDO: Two Classes of Notes Get Moody's Rating Downgrades

C-BASS CBO: Poor Credit Quality Prompts Moody's Rating Downgrades
CA LA ELECTRICIDAD: Fitch Upgrades Foreign and Local IDR to BB-
CALIFORNIA OIL: Posts $308,686 Net Loss in 1st Qtr. Ended Feb. 29
CAPCO AMERICA: Fitch Lowers DR Rating to C/DR6 from C/DR5
CENTENE CORP: S&P Cuts Credit Rating to BB- from BB; Removes Watch

CERAMIC PROTECTION: Bank Extends Loan Maturity, Waives Pact Terms
CETUS ABS: Moody's Junks Ratings on Four Classes of 2046 Notes
CHARLES FORT: Moody's Cuts Rating on $220 Mil. Notes to B3 From A3
CHRISTOPHER WRENN: Case Summary & 20 Largest Unsecured Creditors
CHRYSLER LLC: In Talks with Fiat SpA Over Alfa Romeo Production

CLEAR CHANNEL: Buyers Want to Pursue Financing Dispute in Court
COMMODORE INTERNATIONAL: Unit's Bankruptcy Was a Mistake
CREST 2004-1: Fitch Holds 'B' Rating on $96.412MM Preferred Shares
CV THERAPEUTICS: Sells 50% Product Rights to TPG-Axon for $185MM
CV THERAPEUTICS: Dec. 31 Balance Sheet Upside-Down by $185 Million

CWALT INC: Higher Delinquencies Cue Moody's 158 Rating Downgrades
CWALT INC: Moody's Cuts Ratings on 64 Tranches From 28 Alt-A Deals
DAVI & VALENTI: Bankruptcy Won't Stop Stevens Worldwide's Rescue
DIAMOND GLASS: Creditor Panel Objects to Asset Sale Bid Procedures
DIASTAR INC: Court Okays Robert Wasserman as Chapter 11 Trustee

DIASTAR INC: Ch. 11 Trustee Seeks Wasserman Jurista as Counsel
DIOMED HOLDINGS: Delivers Schedules of Assets and Liabilities
DIOMED HOLDINGS: Engages Wolf Greenfield as Special Counsel
DOWNEY FINANCIAL: Quarter Results Cue Moody's Rating Cut to 'Ba1'
DUNE ENERGY: Dec. 31 Balance Sheet Upside-Down by $30.2 Million

E*TRADE ABS: Moody's Downgrades Rating on $260 Mil. Notes to 'Ba3'
FASHION HOUSE: Files for Chapter 11 Protection in California
FASHION HOUSE: Case Summary & 23 Largest Unsecured Creditors
FORD CREDIT: S&P Assigns 'BB+' Rating on $31.5MM Class D Notes
FORSTER DRILLING: Feb. 29 Balance Sheet Upside-Down by $1,037,698

FORTUNOFF: New CEO Aims to Fix Firm Despite Industry Woes
FOUNDRY AT S. STRABANE: DCM Sells Stake in Various Entities
FREEDOM COMMS: Decline in Cash Flow Cues Moody's Rating Reviews
FRONTIER AIRLINES: Discontinues Services Pact w/ Republic Airways
GAP INC: Fitch Affirms 'BB+' Ratings with Stable Outlook

GE CAPITAL: Fitch Affirms 'B-' Rating on $5.9 Million Certificates
GENERAL MOTORS: One Shift at Oshawa Truck Assembly Plant Resumes
GOODYEAR TIRE: $4 Million Notes Convertible Until June 30
GOODYEAR TIRE: Board Approves 2008 Performance & Incentive Plans
GREY WOLF: Board Approves $3 Billion Merger Deal with Basic Energy

GREY WOLF: Moody's Reviews 'Ba3' Ratings on Basic Energy Merger
GREY WOLF: S&P Puts Ratings Under Positive Watch on Basic Merger
GS MORTGAGE: Fitch Lifts Rating to BB+ from BB on $3.3MM Loans
HANOVER SECURITIES: SIPC Sets April 28 as SIPA Claims Bar Date
HASKELL PROPERTIES: Voluntary Chapter 11 Case Summary

HAWKER BEECHCRAFT: Moody's Lifts Liquidity Rating; Holds B2 Rating
HEXCEL CORP: S&P Holds 'BB' Rating and Revises Outlook to Positive
IKONA GEAR: Feb. 29 Balance Sheet Upside-Down by $434,887
INDYMAC MORTGAGE: Fitch Junks Ratings on Two Certificate Classes
INFE-HUMAN: Feb. 29 Balance Sheet Upside-Down by $202,635

ISCHUS MEZZANINE: Moody's Junks Ratings on Five Classes of Notes
JACOBS FINANCIAL: Feb. 29 Balance Sheet Upside-Down by $9,447,840
JOCKEYS' GUILD: Pays $780,095 to Unsecured Creditors Under Plan
KENTUCKY STREET: Voluntary Chapter 11 Case Summary
KIMBALL HILL: Files for Chapter 11 Protection to Restructure Debt

KIMBALL HILL: Case Summary & 30 Largest Unsecured Creditors
KLIO III: Moody's Reviews 'Ba2' Rating on 60,000 Preferred Shares
KRONOS INT'L: Fitch Chips ID Rating to BB- with Stable Outlook
LB-UBS COMMERCIAL: S&P Junks Ratings on Two Certificate Classes
LEINER HEALTH: Trustee Appoints Seven Members to Creditors' Panel

LEINER HEALTH: Committee Wants to Employ Saul Ewing as Counsel
LEINER HEALTH: Panel Wants FTI Consulting as Financial Advisor
LEUCADIA NATIONAL: Agrees to Purchase 14% Stake in Jefferies Group
LEUCADIA NATIONAL: Jefferies Deal Won't Affect S&P's 'BB+' Rating
LIBERTY HARBOUR: Poor Credit Quality Cues Moody's Note Rating Cuts

LINENS 'N THINGS: Ad Hoc Committee of Merchandise Suppliers Formed
LINENS 'N THINGS: Commences Drastic Moves to Keep Operations Going
MACH ONE: Projected Losses Cues Fitch to Affirm Ratings
MADISON SQUARE: Fitch Holds 'BB+' Rating on $12.1MM Class S Notes
MARQUIS AT WILLIAMSBURG: DCM Sells Stake in Various Entities

MCKINLEY FUNDING: Moody's Reviews Notes For Possible Downgrades
MCM GROUP: DCM Warehouse Sells Stake in Various Entities
MERRILL LYNCH: S&P Lowers Ratings on Three Certificate Classes
METRO ONE: Gets NASDAQ Deficiency Notice on Minimum Bid Price
MICHAEL HANSON: Voluntary Chapter 11 Case Summary

MKP CBO: S&P Chips Rating on Class A-1L Notes to CC from CCC
MILLSTONE FUNDING: Moody's Junks Rating on Class B Notes From 'A3'
MOISE BANAYAN: Bank Sets April 29 Sale of Schwartz & Sons Shares
MORGAN STANLEY: Fitch Cuts Ratings on Two Classes; Removes Watch
MORGAN STANLEY: Fitch Affirms 'B-' Rating on $1.63MM Certificates

MORTGAGE LENDERS: Disclosure Statement Hearing Adjourned Sine Die
MORTGAGE LENDERS: Banks Seek to Foreclose on Properties
MUSICLAND HOLDING: Pursues $145 Million in Damages from Best Buy
MUSICLAND HOLDING: Plan Panel & Truesdell Agree to Replace Counsel
MUSICLAND HOLDING: Discloses Post-Confirmation Distributions

NASH FINCH: Board Declares 18 Cents Per Share Quarterly Dividend
NESTOR INC: Nasdaq Delisting Constitutes Event of Default
NESTOR INC: Recurring Losses Cue Auditor's Going Concern Doubt
NETBANK INC: Wants Until May 5 to File Chapter 11 Plan
NEVADA POWER: Planned Reliant Deal Won't Affect S&P's Ratings Now

NEWCASTLE MORTGAGE: Moody's Downgrades Ratings on Eight Tranches
NORTEK INC: Weak Fin'l Profile Prompts S&P to Chip Rating to B-
NOVASTAR FINANCIAL: Former CEO Gets $1.1 Mil. Compensation in 2007
NTK HOLDINGS: S&P Cuts Rating to B- on Unit's Weak Fin'l Profile
OLIN CORP: S&P Puts '4' Recovery Rating on 'BB+' Rated Debt

OPEN ENERGY: Posts $8,934,000 Net Loss in 3rd Qtr. Ended Feb. 29
OWN IT: Fitch Chips Ratings on Three Certificate Classes
PAETEC HOLDING: Earns $15.5 Million in 2007 Fourth Quarter
PAINCARE HOLDINGS: Receives Notice From Amex on 10-K Filing Delay
PARK PLACE: Higher Delinquencies Cue Moody's 14 Rating Downgrades

PARMALAT SPA: New Jersey Judge Dismisses Most Claims v. Citigroup
PARMALAT SPA: Extraordinary Shareholders' Meeting Set May 30
PARMALAT SPA: Court Closes Chapter 11 Cases of Former U.S. Units
PARMALAT SPA: Trustee Seeks 3-Year Extension of Farmland Trust
PATHEON INC: Undertakes Series of Activities on Restructuring Plan

PATHEON INC: Moody's Holds B2 Rating; Changes Outlook to Negative
POPULAR ABS: Moody's Cuts 53 Tranches' Ratings From 10 RMBS Deals
POTLATCH CORP: Moody's Keeps 'Ba1' Ratings on Proposed Spin-off
PULTE HOMES: Posts $696 Million in Quarter Ended March 31
QUECHAN TRIBE: Poor Credit Metrics Cue Fitch to Chip Ratings

RELIANT ENERGY: Nevada Power to Buy Generating Plant for $500 Mil.
REPUBLIC AIRWAYS: To File $260MM Damage Claim on Frontier Rebuff
REUNION INDUSTRIES: Closes Sale of Pressure Vessels for $66.3 Mil.
ROBERT STEWART: Case Summary & 20 Largest Unsecured Creditors
RUEBEN LARSON: Case Summary & 20 Largest Unsecured Creditors

SAKS INC: S&P Lifts Corporate Credit Rating to BB- from B+
SHEPARD MARINE: Case Summary & 20 Largest Unsecured Creditors
SIRVA INC: Court Extends Confirmation Hearing for Two Days
SHEPARD MARINE: Case Summary & 20 Largest Unsecured Creditors
SOUNDVIEW HOME: 148 Tranches From 19 Deals Get Moody's Rating Cuts

SOUTH COAST: Moody's Cuts Four Note Ratings on Weak Credit Quality
STURGIS IRON: Committee et at. Balk at Bidding Procedures
TERWIN MORTGAGE: Moody's Cuts 59 Tranches' Ratings on Delinquency
THORNBURG MORTGAGE: Unit's Default Cues Deutsche Bank Sell-Off
TOPAZ POWER: S&P Prelim. Rates $740MM Secured Facilities at BB-

TOUSA INC: Committee Allowed to Hire Stearns as Local Counsel
TOUSA INC: Committee Allowed to Hire Garden City as Info Agent
TRM CORP: Acquires ATM Deployer Access to Money for $15 Million
TRM CORP: Closes LC Capital & Lampe Conway Financing Agreement
TRM CORP: McGladrey & Pullen Expresses Going Concern Doubt

TYSON FOODS: Ceases York Plant Production, Eliminates 110 Jobs
UAL CORP: Posts $537 Million Net Loss in Quarter Ended March 31
UAL CORP: First-Quarter Loss Does Not Affect S&P's 'B' Rating
VALLEJO CITY: Meeting on Bankruptcy Filing Moved to May 6
VERTICAL ABS: Eroding Credit Quality Prompts Moody's Rating Cuts

VINEYARD NATIONAL: Appeals to Nasdaq for Continued Listing
WASHINGTON MUTUAL: Fitch Holds Low-B Ratings on Six Cert. Classes
WELLS FARGO: Moody's Lowers Ratings on 50 Tranches From Six Deals
WESTWAYS FUNDING: Fitch Withdraws 'C/DR6' Ratings on Six Notes
WOODFIELD II & III: Sale of Arbor Collateral Set for April 29

WP EVENFLO: Weak Liquidity Cues S&P to Revise Outlook to Negative

* S&P Gives Hope on Recovery Prospect for Lenders to Homebuilders
* S&P Says Market Phenomena Force Asset Mngrs. to Shore Up Funds  
* S&P Says Maturing Loans and Defaults Could Stress CMBS Servicers
* S&P Says Upgrade to Downgrade Ratio Weakened in 2008 First Qtr.

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

                             *********


222 PIZZA: Settles $500,000 Debt by Issuing 10 Mil. Common Shares
-----------------------------------------------------------------
222 Pizza Express Corp. settled $500,000 in outstanding debt
through the issuance of 10 million common shares at a deemed price
of $0.05 per share.  All securities issued in the private
placement and debt settlement are subject to a hold period
expiring on Aug. 22, 2008.

The company also completed the $1.5 million private placement
previously reported on March 28, 2008.  Under the terms of the
financing, the company issued an aggregate of 30,000,000 units, at
a price of $0.05 cents per unit.  Each unit consists of one common
share and one warrant exercisable for one additional common share
at a price of $0.10 per share, for a period of one year.  
Endeavour Financial has been issued 1.5 million units as a
finder's fee on monies raised in the private placement.
    
As of Sept. 30, 2007, the company has total assets of C$11,070,
total liabilities of C$745,064 and a shareholders' deficiency of
C$733,944.

Based in Surrey, Canada, 222 Pizza Express Corp. (CVE:PIZ.H) does
not have significant operations.  It intends to find suitable
financing or partnership with a focus on food or order processing
business.  Prior to September 2003, the company was engaged in
pizza delivery, centralized order processing, and franchise
operations.


ACACIA OPTION: Five Classes of Notes Get Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
further possible downgrade the ratings on these notes issued by
Acacia Option ARM 1 CDO, Ltd.

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

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

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

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

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

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

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

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

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

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

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


AIRTRAN HOLDINGS: Plans to Offer $65 Million Senior Notes
---------------------------------------------------------
AirTran Holdings, Inc. intends to offer, subject to market and
other conditions, $65 million of Convertible Senior Notes due
2015.  AirTran intends to grant the underwriters of the Notes
offering a 30-day option to purchase an additional $9,750,000
aggregate principal amount of the Notes, solely to cover over
allotments, if any.

The Notes will be convertible into AirTran common stock, at the
option of the holders of the Notes.  The interest rate, conversion
rate, conversion price and other terms of the Notes will be
determined at the time of pricing of the offering.  The Notes will
be general senior unsecured obligations of AirTran.

Concurrently with the offering of the Notes, AirTran intends to
offer, subject to market and other conditions 14,250,000 shares of
its common stock.  The underwriters have the option to purchase up
to an additional 2,137,500 shares of common stock from AirTran
solely to cover over allotments, if any.

Morgan Stanley & Co. Incorporated will act as bookrunner for each
of the offerings and Credit Suisse Securities (USA) LLC will act
as co-lead manager for each of the offerings.

AirTran intends to place a portion of the net proceeds of the
Notes offering in an escrow account to acquire government
securities in an amount equal to the first six scheduled semi-
annual interest payments due on the Notes, AirTran intends to use
the remaining net proceeds from the Notes offering and the net
proceeds of the common stock offering for general corporate
purposes, which may include additions to working capital, capital
expenditures, the retirement of debt, other investments in
strategic alliances, code-share agreements, or other business
arrangements and, although we are not presently in any
negotiations, acquisitions of other airlines or their assets.
Pending the application of the net proceeds, AirTran intends to
invest the net proceeds in investment grade, interest bearing
securities.

Alternatively, copies of the prospectus and the prospectus
supplements for the Notes and the common stock offerings at:

     Morgan Stanley
     180 Varick Street, 2nd Floor
     New York, New York 10014
     Attention: Prospectus Department

     Credit Suisse
     One Madison Avenue
     New York, New York 10010
     Toll Free (800) 221-1037

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the    
parent company of AirTran Airways Inc., which offers more than 700
daily flights to 56 U.S. destinations.  

                          *     *     *

To date, AirTran Holdings Inc. carries Moody's Investors Service
'B3' long-term corporate family and 'Caa2' senior unsecured debt
ratings.  Outlook is Stable.


ALOHA AIRLINES: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Aloha Airlines Inc. and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the District of Hawaii its schedules of
assets and liabilities.

The schedules, which the Debtors promised to release on April 21,
reflected total assets of $74,600,000 against total liabilities of
$197,100,000.

Aloha Airlines is in the process of selling certain of its
divisions.  

                      About Aloha Airlines

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

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

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


ALOHA AIRLINES: Pacific Air Offers $2MM for Contract Services Unit
------------------------------------------------------------------
Los Angeles-based Pacific Air Cargo topped the bids for Aloha
Airlines Inc.'s contract services operations on Monday, with a $2
million offer for the division, various reports say.

The Aloha unit is in charge of, among others, the Debtor's
customer service, baggage handling, and ticketing services, The
Honolulu Advertiser says, citing sources familiar with the bidding
event.

The division has around 1,000 workers employed.  According to the
Los Angeles Business Journal, Aloha CEO David Banmiller was
"gratified" in that the bid potentially preserves the jobs of the
division's workers.

"We're excited about the prospect of this acquisition as it allows
Pacific Air Cargo to expand the range of its air transportation
services in Hawaii," the LA Journal quotes Pacific Air CEO Beti
Ward as saying.

Pacific Air came out as the top bidder in an auction held at the
San Francisco law offices of Bingham McCutchen LLP, relates the
Star Bulletin.  Representatives for the previous leading bidder,
Saltchuk Resources Inc., walked away from the auction after its
bid had been exceeded by Pacific Air's.

                     About Aloha Airlines

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

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

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


AMERICAN AXLE: UAW Rejects Economic Proposals; Firm Mulls Closures
------------------------------------------------------------------
The strike called by the United Auto Workers union at American
Axle & Manufacturing Holdings Inc.'s original U.S. locations
continues into its 57th day on Tuesday.  Approximately 3,650
associates are represented by the UAW at these five facilities in
Michigan and New York.  AAM and the UAW worked effectively last
week with the objective of reaching a new collective bargaining
agreement for the original U.S. locations.  Tentative agreements
were achieved on many issues and AAM was encouraged by the
progress.

On Saturday, April 19, 2008, the UAW bargaining team left the
table and did not return until the afternoon of Monday, April 21,
2008.

Although AAM has made several economic proposals to the UAW with
"all-in" hourly wage and benefit packages that were considerably
higher than the market rate of AAM's UAW-represented competitors
in the U.S., the UAW has repeatedly rejected these economic
proposals.

AAM needs a U.S. market competitive labor agreement for the
original U.S. locations.  This is necessary because the UAW
previously negotiated market competitive labor agreements with
many of AAM's U.S. competitors in the driveline market segment.
This includes Dana, FormTech, Chinese-owned Neapco and Indian-
owned Bharat Forge. The "all-in" wage and benefit package granted
by the UAW to these companies averages approximately $30 per hour.

In order for AAM to be able to compete for new business and
sustain employment at the original U.S. locations, the UAW must
offer AAM economic terms and conditions that are comparable to
those it has already granted to AAM's competitors.  The UAW's
latest economic proposal to AAM dated April 14, 2008, included an
"all-in" wage and benefit package that is almost double the market
rate established by the UAW with AAM's competitors.

If the UAW is not willing to consider a U.S. market competitive
labor agreement for AAM, a Michigan-based company, similar to the
agreements it has given to companies based in China and India, AAM
will be forced to plan for the potential closure of some, or all,
of these uncompetitive facilities.

"AAM has been, and continues to be, totally committed to ensuring
that all of AAM's manufacturing operations are viable, profitable
and sustainable," Co-Founder, Chairman and CEO Richard E. Dauch
said.  "AAM's negotiating team has never left the bargaining table
and will continue to work in good faith to achieve a market-
competitive labor agreement that will allow the original U.S.
locations to compete on a level playing field in the U.S."

As reported in the Troubled Company Reporter on April 11, 2008,
AAM admits the new contract was better, but the total
cost was still roughly 200% above the market rate for Axle's
competitors in the U.S. auto parts industry.

Last month, AAM's Chief Executive Officer Richard Dauch berated
the UAW for the work stoppage that has caused a chain reaction in
the U.S. auto industry, including the closure of 30 General Motors
Corp. plants and a Chrysler LLC plant in Delaware.  The CEO added
that AAM may end up outsourcing its manufacturing division as a
resort.  CEO Dauch added that AAM has the right to outsource its
work since they have facilities all over the globe -- Mexico,
South America, Europe, and Asia.  Mr. Dauch added that AAM will
not be forced into bankruptcy.

AAM is demanding wage reductions of up to $14 an hour as well as
elimination of future retiree health care and defined benefit
pensions for active workers.  AAM, which earned $37 million on
$3.25 billion sales in 2007, wanted a deal like those UAW gave
GM, Ford Motor Co., Chrysler, and parts makers Delphi Corp. and
Dana Corp., insisting that cutting labor costs is essential to be
competitive.  The auto parts supplier is asking the union to
approve $20 to $30 hourly wage cuts from $73 per hour to $27 per
hour, arguing that its original U.S. locations incurred losses for
three years.

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

                           *     *     *

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


AMERICAN LAFRANCE: Files Supplements to Amended Restructuring Plan
------------------------------------------------------------------
American LaFrance LLC delivered to the U.S. Bankruptcy Court for
the District of Delaware supplements to its Third Amended Plan of
Reorganization on April 14, 2008.  The Supplements consist of:

   1. Forms of Committee Mortgages, a full-text copy of which is
      available for free at:

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

   2. Draft of Restructured Security Documents between the
      Debtor and certain lenders, with Patriarch Partners Agency
      Services LLC, as agent, a full-text copy of which is
      available for free at:

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

   3. The names of the members of Executive Committee in relation
      to the American La France Creditors Trust, which include:

         * Stefan H. Kurschner of Daimler Trucks North America,
           LLC

         * Grant R. Booker of Benett Motor Express, LLC
  
         * Michael Mandell of Ryder Integrated Logistics
  
         * Neil Gilmour of Executive Sounding Board Associates
           Inc. as the Trustee

   4. American LaFrance LLC Creditors Trust Agreement

      Under the terms of the Plan, certain assets of the Debtor
      will be transferred to and held by a Creditors Trust
      pursuant to an agreement among American LaFrance, Neil
      Gilmour as Trustee, and the members of the Executive
      Committee: (i) Michael Mandell; (ii) Stefan Kurschner; and
      (iii) Grant Brooker.

      The Trust will be known as the ALF Creditors Trust.  The
      Trust is authorized to retain Pepper Hamilton LLP as its
      counsel and other professionals necessary and appropriate
      to carry out the purposes of the Trust, who will be
      compensated from the Administrative Fund, and the Trust
      Property.

      The Creditors Trust is for the benefit of holders of Class
      4 Allowed General Unsecured Claims.  They will be the
      beneficiaries of the Trust and their permitted transferees.

      On the Plan Effective Date, the Debtor and its Chapter 11
      estate will be deemed to have transferred, assigned and
      conveyed to the Trust Beneficiaries:

         * $6,100,000 Cash subject to, with respect to $1,100,000
           of that cash, to the Reorganized Debtor's residual
           interest in $1,100,000 as stated in the Plan;

         * the Avoidance Action Share as defined in the Plan;

         * the Insider Avoidance Action Share as defined in the
           Plan;
      
         * to secure the full 22.5% dividend on allowed Class 4
           Claims under the Plan, a first priority mortgage lien
           on the Debtor's real property located at 1800 Lehman
           Street, in Lebanon, Pennsylvania 17046;

         * to secure the full 22.5% dividend on allowed Class 4
           Claims under the Plan, a first priority mortgage lien
           and security interest in on the Debtor's real property
           located at 3705 St. Johns Parkway, in Sanford, Florida
           32771 together with all tangible and intangible
           personal property utilized in the Debtor's operations
           in Sanford, Florida; and

         * to help defray Trust Expenses, the sum of $75,000 or
           the Administrative Fund, followed by a deemed transfer
           by the Trust Beneficiaries to the Trust, to be held by
           the Trustee in trust for the Trust Beneficiaries, on
           the terms and subject to the conditions stated in the
           Plan.

      The purposes of the Trust are to:

         -- collect, liquidate and distribute the Trust Property;

         -- initiate actions to resolve any issues regarding the
            payment of Allowed Unsecured Claims, including, the
            initiation and participation in proceedings or
            matters before the Bankruptcy Court and intervening
            in proceedings regarding allowance of Allowed
            Unsecured Claims; and

         -- enforce all rights with respect to the Trust
            Property, with no objective or authority to engage in
            any trade or business, except to the extent necessary
            to and consistent with the purposes.

      The duties of the Executive Committee are to:

         -- monitor the implementation of the Plan with respect
            to the Allowed Unsecured Claims;

         -- supervise the activities of the Trustee; and

         -- monitor the Distributions to holders of Allowed
            Unsecured Claims under the Plan.

      As of the Effective Date, Mr. Gilmour, as the appointed
      Trustee, will report to the Executive Committee on at least
      a quarterly basis, or other period as agreed between the
      Executive Committee and the Trustee, as to the status of
      all material matters affecting the Trust.  The Trustee will
      have the power and responsibility to:

      (a) perfect and secure its right, title, and interest to
          the Trust Property;

      (b) reduce the Trust Property to cash and hold the same;

      (c) arrange for distribution of the Trust Property and any
          net proceeds in accordance with the Plan and the
          Creditors Trust Agreement;

      (d) manage and protect the Trust Property;

      (e) release, convey, or assign any right, title or interest
          in or about the Trust Property;

      (f) pay and discharge any costs, expenses, collection fees
          or obligations deemed necessary to preserve the Trust
          Property, or its parts, which will be governed by the
          Trust Agreement;

      (g) deposit funds of the Trust and draw checks and make or
          arrange for disbursements;

      (h) employ and have professionals, including attorneys and
          accountants and other agents, consultants, and
          employees on behalf of the Trust as i deems necessary;
          provided, that the Trustee's authority to pay these
          professionals will be governed by the provisions of
          the Trust Agreement;

      (i) determine when and in what amounts Distributions
          should be made to the Trust Beneficiaries; provided,
          that the Trustee will attempt to make interim
          distributions to trust beneficiaries on at least an
          annual basis, if the Trustee, in his discretion,
          determines that the interim distributions can be made
          in light of then present and anticipated liabilities
          of the Trust; and provided that nothing will be deemed
          to restrict the Trustee's discretion with respect to
          the timing or amount of Distributions;

      (j) exercise any and all powers granted to the Trustee by
          any agreement or by common law or any statute that
          serves to increase the extent of the powers granted to
          the Trustee under the Plan and or the Trust Agreement;

      (k) take any action required or permitted by the Plan,
          including, if necessary, prosecuting foreclosure
          proceedings, deficiency proceedings and execution
          proceedings against the Reorganized Debtor to ensure
          distribution to holders of Allowed Unsecured Claims in
          accordance with the provisions of the Plan;

      (l) negotiate, renegotiate, and enter into contracts and
          execute obligations negotiable and non-negotiable;

      (m) sue and be sued; provided, that any suit against the
          Trust or the Trustee acting in his or her capacity as
          Trustee must be commenced in the Bankruptcy Court;

      (n) pursue rights related to the Trust Property;

      (o) settle, compromise or abandon any Trust Property;

      (p) waive or release rights of any kind;

      (q) intervene in any objection to any Unsecured Claim filed
          by the Debtor or Reorganized Debtor;

      (r) file all income and informational tax returns and forms
          of the Trust and reserve for disputed claims;

      (s) enforce all provisions of the Plan and any Order of the
          Bankruptcy Court for the benefit of the Trust; and

      (t) deal with the Trust Property, in ways that are lawful.

      The Trust will continue until the earlier of:

         (i) the date that all Trust Property has been
             liquidated, all proceeds have been converted to Cash
             or distributed in kind, all Trust Expenses have been
             paid, all Claims to be paid under the Plan for which
             the Trustee is obligated to make distributions have
             been paid, all distributions to be made with respect
             to the Trust Beneficiaries have been made, all
             litigation to which the Trust is a party has been
             concluded by dismissal or court order in which the
             litigation is pending, and the Chapter 11 case is
             closed; and


        (ii) the expiration of five years from the Effective
             Date, provided that the Trustee may ask the Court to
             extend the permitted life of the Trust for an
             additional period as is unreasonably necessary to
             conclude the liquidation and distribution but not to
              exceed a total of 10 years from the Effective Date.

      A full-text copy of the Creditors Trust Agreement is
      available for free at:

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

   5. A list of Executory Contracts to be assumed by the Debtor,
      a copy of which is available for free at:

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

In other news, Judge Brendan Linehan Shannon moved the preliminary
confirmation hearing of the Plan to April 18, 2008.  The hearing
was previously set for April 21.  No details of that hearing have
been made publicly available.

Also, the deadline for the acceptance of votes for the Plan was
April 18.  As of presstime, no tabulation of the voting results
has been made public.

The final confirmation hearing for the Plan is currently set for
April 29, 2008.

                    About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest          
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  The company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or          
215/945-7000).


AMERICAN STANDARD: Bankruptcy Proceeding Converted to Chapter 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
approved a motion converting the chapter 11 case of American
Standard Building Systems Inc. to a chapter 7 proceeding,
Martinsville Bulletin relates.

The case conversion request was filed by W. Clarkson McDow, Jr.,
U.S. Trustee for Region 4, the report says.

According to the U.S. trustee, American Standard and Owner Builder
Solutions signed a purchase agreement with several clients before
filing for bankruptcy, Bulletin reports.  Both companies allegedly
"enticed" clients to make earlier payments to avail of discounts,
based on the report.  The U.S. trustee also said that James
Lester, president and CEO of American Standard, "encouraged and
participated" in the so-called client enticement scheme, Bulletin
notes.

Mr. Lester's counsel, Andrew S. Goldstein, Esq., denied the
allegations of the U.S. trustee, Bulletin relates.

In addition, the report says that the U.S. trustee's motion
claimed that American Standard and Owner Builder asked for about
$1 million from clients in exchange for goods that remain
undelivered.

The report says that Mr. Lester wasn't aware of the approved case
conversion until Martinsville Bulletin contacted him.  Mr. Lester
asserted he didn't have "a chance to oppose" the conversion since
it was beyond his control, the report adds.

Martinsville, Virginia-based American Standard Building Systems
Inc. manufactures prefabricated wood.  It filed chapter 11
petition on Feb. 29, 2008 (Bankr. W.D. Va. Case No. 08-60478).  
Andrew S. Goldstein, Esq., at Magee Foster Goldstein & Sayers,
P.C. represents the Debtor in this case.  When the Debtor filed
for bankruptcy, it listed assets of $3,090,219 and debts of
$4,435,439.  The Debtor's chapter 11 case was converted to a
chapter 7 proceeding on April 9, 2008.


ANTHRACITE 2004-HY1: Fitch Cuts Ratings to 'BB' on $%51MM Notes
---------------------------------------------------------------
Fitch Ratings has downgraded two classes and affirmed four class
of notes issued by Anthracite 2004-HY1 Ltd. as:

  -- $23.8 million class A affirmed at 'AAA';
  -- $28.1 million class B affirmed at 'AA';
  -- $21.6 million class C affirmed at 'A+';
  -- $19.9 million class D affirmed at 'A-';
  -- $33 million class E to 'BB' from 'BBB';
  -- $18 million class F to 'BB' from 'BBB-'.

Additionally, Fitch has removed classes E and F from Rating Watch
Negative, where they were originally placed on Jan. 16, 2008.
Fitch does not rate the preferred shares.

Anthracite 2004-HY1 is a commercial real estate collateralized
debt obligation primarily backed by commercial mortgage-backed
securities B-pieces and that closed on Nov. 9, 2004.  CMBS B-piece
resecuritizations are CRE CDOs and ReREMIC transactions that
include the most junior bonds of CMBS transactions.  BlackRock
Financial Management, Inc. (rated 'CAM1-' by Fitch as a CDO Asset
Manager), selected the initial collateral and serves as the
collateral administrator.

The collateral for this CDO consists of high-yielding junior bonds
of CMBS transactions, and some unrated, commercial real estate
loans.  The underlying assets of the CMBS bonds, by their nature,
face similar exposures to losses from any downturn in the
commercial real estate market as well as refinancing risks at the
assets' maturity dates.  As a mitigant, however, the underlying
CMBS transactions do have significant geographic, property type
and tenant diversity.

While Fitch continues to believe investment grade CMBS will
perform well even in a heightened stress environment, the risks
facing first loss (unrated) and junior rated bonds within the
capital structure of CMBS transactions have increased with
expectations of a rise in commercial real estate defaults from
current low levels.  Even a relatively modest increase in CRE
losses could be material for these portfolios.

In reviewing CRE CDOs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

Anthracite 2004-HY1 is collateralized by all or a portion of 33
classes of fixed-rate CMBS in 14 separate underlying transactions.  
All performance and collateral information is based on the March
2008 trustee report and discussions with the collateral
administrator.  The pool's obligor diversity is considered below
average for CMBS B-piece resecuritizations, and the vintage
distribution of the CMBS collateral ranges from 1998 to 2004 (an
average of 7.3 years of seasoning).  Over 50% of the collateral is
concentrated in the 1998 vintage.  Approximately 64.3% of the
collateral currently is rated below 'B-' or not rated, and
therefore, is more susceptible to losses in the near-term.  
Anthracite 2004-HY1 holds 7.9% in the 'BB' category and 27.9% in
the 'B' category.

The collateral has realized $28.6 million in losses to date, which
represents 8.3% of the original collateral.  Additional losses to
the collateral are projected with $120.3 million of the underlying
collateral currently 60 days or more delinquent, according to the
current trustee report.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings on
classes C, D, E and F address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.


ARBY'S RESTAURANT: S&P Retains Neg. Watch After Wendy's Rejection
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on the
Atlanta, Georgia-based Arby's Restaurant Group Inc. ratings,
including its 'B+' corporate credit rating, will remain on
CreditWatch with negative implications where they were placed
on Nov. 15, 2007.

This action comes despite Wendy's International Inc.'s rejection
of a bid by Arby's parent Triarc Cos. Inc. to acquire Wendy's.  
"At this point, Standard & Poor's cannot yet eliminate the
possibility of a combination of the two companies, given the
uncertainty around the future of Wendy's," said Standard & Poor's
credit analyst Charles Pinson-Rose.


ARCAP 2004-1: Fitch Holds 'BB-' Rating on $20.5 Million Notes
-------------------------------------------------------------
Fitch Ratings has affirmed all classes of notes issued by ARCap
2004-1 Resecuritization Trust as:

  -- $57,100,000 class A at 'AAA';
  -- $30,600,000 class B at 'AAA';
  -- $26,500,000 class C at 'AAA';
  -- $8,500,000 class D at 'AA+';
  -- $30,700,000 class E at 'AA';
  -- $13,600,000 class F at 'A';
  -- $36,000,000 class G at 'A-';
  -- $13,000,000 class H at 'BBB+';
  -- $31,500,000 class J at 'BBB-';
  -- $20,500,000 class K at 'BB-'.

The current credit enhancement to the rated classes in relation to
the credit quality of the remaining collateral warrants the
affirmations.

ARCap 2004-1 is a static commercial real estate collateralized
debt obligation that closed April 19, 2004.  The portfolio is
primarily backed by commercial mortgage backed securities B-
pieces.  Centerline REIT, Inc. (rated 'CAM1-' by Fitch as a CDO
Asset Manager), selected the initial collateral and serves as
collateral administrator.

CMBS B-piece resecuritizations are CRE CDOs and ReREMIC
transactions that include the most junior bonds of CMBS
transactions.

In reviewing CRE CDOs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

ARCap 2004-1 is collateralized by all or a portion of 66 classes
of fixed-rate CMBS in 17 separate underlying transactions.  All
performance and collateral information is based on the March 2008
trustee report.  The pool's obligor diversity is considered
average for CMBS B-piece resecuritizations, and the vintage
distribution of the CMBS collateral ranges from 1999 to 2004 (an
average of 5.7 years of seasoning).  While the majority of the
collateral is below investment grade, approximately 14.4% is
investment grade.  ARCap 2004-1 holds 41.7% in the 'BB' category
and 34.6% in the 'B' category.  Approximately 9.3% of the
collateral is rated below 'B-'; one bond (2.9% of the portfolio)
is currently a first loss position.

The collateral has realized no losses to date.  As of the current
trustee report, approximately, $88 million of the underlying
collateral is currently 60 days or more delinquent.

The ratings on the class A and B notes address the timely payment
of interest and ultimate repayment of principal.  The ratings on
classes C, D, E, F, G, H, J and K address the ultimate payment of
interest and ultimate repayment of principal.


ARCAP 2004-RR3: Fitch Chips Ratings to 'B-' on Four Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has downgraded six classes of ARCap 2004-RR3
Resecuritization, Inc., series 2004-RR3, commercial mortgage-
backed securities pass-through certificates,as:

  -- $13 million class G to 'BB' from 'BBB-';
  -- $18.4 million class H to 'B' from 'BB+';
  -- $8.9 million class J to 'B-' from 'BB';
  -- $8.2 million class K to 'B-' from 'BB-';
  -- $8.9 million class L to 'B-' from 'B+';
  -- $13 million class M to 'B-' from 'B'.

In addition, Fitch has affirmed these classes:

  -- $268.1 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $40.9 million class B at 'AA';
  -- $31.4 million class C at 'A';
  -- $6.8 million class D at 'A-';
  -- $16.4 million class E at 'BBB+';
  -- $13.6 million class F at 'BBB';
  -- $5.5 million class N at 'B-'.

Class A-1 has been paid in full.

Fitch has also removed classes F through N from Rating Watch
Negative, where they were originally placed on Jan. 16, 2008.  The
$28.1 million class O is not rated by Fitch.

ARCap 2004-RR3 is backed by CMBS B-pieces and closed Sept. 30,
2004.  CMBS B-piece resecuritizations are CRE CDOs and ReREMIC
transactions that include the most junior bonds of CMBS
transactions.  A predecessor to Centerline REIT Inc. selected the
initial collateral, and Centerline REIT Inc. (rated 'CAM1-' by
Fitch as a CDO Asset Manager) currently serves as the collateral
administrator.

The collateral for this RE-REMIC consists of high-yielding junior
bonds of CMBS transactions.  The underlying assets of the CMBS
bonds, by their nature, face similar exposures to losses from any
downturn in the commercial real estate market as well as
refinancing risks at the assets' maturity dates.  As a mitigant,
however, the underlying CMBS transactions do have significant
geographic, property type and tenant diversity.

While Fitch continues to believe investment grade CMBS will
perform well even in a heightened stress environment, the risks
facing first loss (unrated) and junior rated bonds within the
capital structure of CMBS transactions have increased with
expectations of a rise in commercial real estate defaults from
current low levels.  Even a relatively modest increase in CRE
losses could be material for these CMBS B-piece resecuritizations.

In reviewing CMBS Re-REMICs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

ARCap 2004-RR3 is collateralized by all or a portion of 54 classes
of fixed-rate CMBS in 18 separate underlying transactions.  All
performance and collateral information is based on the March 21,
2008 trustee report and discussions with the collateral
administrator.  The pool's obligor diversity is considered below-
average for CMBS B-piece resecuritizations, and the vintage
distribution of the CMBS collateral ranges from 1998 to 2004 (an
average of 7.7 years of seasoning) with almost 46% concentration
in the 1999 vintage.  Approximately 9.6% of the collateral
currently is rated below 'B-', and, therefore, is more susceptible
to losses in the near-term.  Although the underlying collateral is
41.8% investment grade, ARCap 2004-RR3 holds 25.5% in the 'BB'
category and 23.2% in the 'B' category.

The collateral has realized $10.1 million in losses to date, which
represents 1.8% of the original collateral.  Additional losses to
the collateral are projected with $64.3 million of the underlying
collateral currently 60 days or more delinquent, according to the
latest trustee report.


ASARCO LLC: Grupo Mexico Has Poor Stewardship Record, Union Says
----------------------------------------------------------------
The United Steelworkers union disclosed a report examining Grupo
Mexico S.A. de C.V.'s stewardship record.

The record shows the potential impact on the long-term viability
of ASARCO LLC and on U.S. workers, communities and the environment
if Grupo Mexico were to regain control of ASARCO when it exits
bankruptcy in the coming months.

The report, titled "Grupo Mexico and ASARCO: The Record Speaks for
Itself," looks at a number of Grupo Mexico's past business
practices, as described in various lawsuits brought against the
company and independent media reports.

They include allegations that Grupo Mexico:

   -- stripped ASARCO of its most valuable assets, leaving the
      company insolvent and unable to pay millions in asbestos and
      environmental liabilities;

   -- disregards the health and safety of its employees and
      their communities;

   -- has a poor environmental record; and

   -- has poor employee relations.

The outcome of the reorganization process will have dramatic
impact on ASARCO's most significant stakeholders -- its employees
and the Department of Justice, on behalf of the nation's
taxpayers, who are the company's largest creditors.

The Steelworkers contend that any reorganization plan must promote
both sustainable employment and a credible plan for addressing
ASARCO's environmental legacy.  Terry Bonds, Director of USW
District 12, said, "Based on Grupo Mexico's record, we believe it
is clear that Grupo's resumption of control of ASARCO would be
detrimental to the interests of U.S. workers and communities and
the nation's taxpayers.  This is something that the public needs
to know."

The full report can be downloaded from:

              http://researcharchives.com/t/s?2b08

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--  
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).


AUSTIN WRANGLERS: Chapter 7 Proceeding Closes
---------------------------------------------
The Austin Wranglers' chapter 7 liquidation filed with the U.S.
Bankruptcy Court in Austin was closed last week, Robert Elder of
the American Statesman reports.

Statesman says that the settlement of the team's bankruptcy
"cleared the way" for its operation to go on but creditors lost
several millions of U.S. dollars in the process.

Austin Wranglers sought protection under chapter 7 in January 2008
and disclosed $525,726 in assets and $5.9 million in debts,
including $2.3 million owed to Wachovia Bank, report reveals.  
Wranglers president Doug MacGregor asserted that they are about to
reach an agreement to fully pay Wachovia, Statesman relates.  Mr.
MacGregor disclosed that two investors are willing to pay the  
Wachovia debt, report adds.

Affiliates of the team owed money, including Mr. MacGregor, who
was owed $258,373, did not receive any payment, according to the
report.  The report says that on April 10, 2008, the case trustee
filed "no asset."

Statesman says that during the first season, the team is using
AF2, an arena of lesser quality of the Arena Football League where
the team originally played since 2004.

                      About Austin Wranglers

The Austin Wranglers -- http://www.austinwranglers.com/-- is an  
American football team from Austin, Texas and began to play as a
2004 expansion team in the Arena Football League.


AVENUE PARCEL: 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 beginning
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.


BANCO INDUSTRIAL: Moody's Puts 'Ba3' Foreign Currency Debt Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 foreign currency
subordinated debt rating to Banco Industrial S.A.'s non-cumulative
fixed or floating rate step up Tier 1 capital notes with a final
bullet maturity of 2068.  Both principal and interest on the notes
will be payable in US dollars.

Moody's noted that the Ba3 subordinated debt rating assigned to
the notes is three notches below the bank's Baa3 global local
currency deposit rating, in line with Moody's notching guidelines
for bank junior securities.  The rating is unconstrained by
Guatemala's Ba1 foreign currency country ceiling for bonds and
notes.

Banco Industrial's local currency deposit rating of Baa3 takes
into account the bank's baseline credit assessment of Ba2 that is
mapped from the D bank financial strength rating.  The local
currency deposit rating is then lifted to Baa3 based on Moody's
assumption of a very high probability of systemic support for the
bank's local currency deposit obligations in the event of high
stress.

Banco Industrial S.A. is headquartered in Guatemala City,
Guatemala. It is the country's largest bank as of Dec. 31, 2007,
with consolidated assets of $5 billion and equity of
$402.5 million.  It is a full-service commercial bank providing a
wide range of financial services to over one million customers.   
The bank's main business lines include corporate, retail and
international banking, as well as private banking and credit
cards.  Banco Industrial S.A. maintains a dominant presence in
Guatemala with a market shares of approximately 29%, 25% and 27%
of total assets, total loans, and total deposits, respectively.

These rating was assigned to Banco Industrial's Tier 1 capital
notes:

  -- Foreign currency subordinated debt rating: Ba3, with stable
outlook


BASIC ENERGY: Approves $3 Billion Merger Deal with Grey Wolf
------------------------------------------------------------
Grey Wolf Inc. and Basic Energy Services Inc.'s boards of
directors 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 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.

                         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.

                          *     *     *

Grey Wolf still carries Moody's Investors Service Ba3 corporate
family rating which was last placed on July 31, 2006.  Outlook is
Stable.


BASIC ENERGY: Grey Wolf Merger Deal Cues S&P's Positive Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on oilfield
services firms Grey Wolf Inc. and Basic Energy Services Inc.,
including the 'BB-' corporate credit ratings, on CreditWatch with
positive implications.

"The rating action follows the announcement of an agreement to a
'merger of equals' between the two companies," explained Standard
& Poor's credit analyst Jeffrey Morrison.

While Grey Wolf will be the surviving legal entity, senior
management will consist of officers from both Grey Wolf and Basic
Energy.  The transaction is expected to close in the third quarter
of 2008, subject to approval by both companies' respective
shareholders, the receipt of financing proceeds, and regulatory
approval.

Under the terms of the agreement, Grey Wolf shareholders will
receive $1.82 in cash and 0.25 shares of new Grey Wolf stock for
each share of Grey Wolf, and Basic Energy shareholders will
receive $6.70 in cash and 0.91 shares of new Grey Wolf stock for
each share of Basic Energy.  S&P expect a new credit facility,
including a committed $600 million term loan, and available cash
balances will fund the cash outlay to shareholders.

Despite the additional debt in the capital structure, S&P expect
pro forma leverage to remain relatively modest at below 2.0x on a
debt to EBITDA basis.  Further, the expected free cash flow
profile of the combined entity could allow for some debt reduction
over the intermediate term.

The positive CreditWatch listing reflects the potential for a
ratings upgrade or affirmation in the near term.  Substantially
increased operational scale, a broadened product and service
offering, and moderate pro forma debt leverage could warrant a
one-notch upgrade of Grey Wolf.  Given that Grey Wolf will be the
surviving legal entity, the rating on Basic Energy will be the
same as that of Grey Wolf.  S&P expect to resolve the CreditWatch
listing prior to close of the transaction, following a meeting
with management and corresponding full review of the combined
entity, capital structure, and business plan.  S&P will comment on
potential issue and recovery rating changes at that time.

Grey Wolf's outstanding convertible note issues could be converted
at their holders' option prior to or after the close of the
transaction.  S&P expect Basic Energy's senior unsecured notes to
remain outstanding obligations of the new entity, but they will
become secured upon the transaction's close.

The combined entity will have pro forma revenues and EBITDA of
$1.7 billion and $632 million (as of Dec. 31, 2007), respectively.
We expect the addition of Basic Energy's well servicing, fluid
services, and completion and remedial services businesses will
complement Grey Wolf's primarily land-drilling-focused operations.  
Correspondingly, the combined entity will derive about 53% of its
revenues from land contract drilling operations, 19% from well
servicing, 15% from fluid services, and 13% from completion and
remedial services.  S&P expect liquidity to be ample upon close of
the transaction, with full availability under a new $325 million
revolver and over $150 million in cash and equivalents.


BELLE HAVEN: Moody's Lowers Rating on $1.7 Billion Notes to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings assigned to six
classes of Notes and left on review for possible downgrade the
rating of one of these classes of Notes issued by Belle Haven ABS
CDO 2006-1, Ltd.  The classes affected by this rating actions are:

Class Description: $1,700,000,000 Class A-1 Floating Rate Notes
Due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $170,000,000 Class A-2 Floating Rate Notes Due
2046

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

Class Description: $50,000,000 Class B Floating Rate Notes Due
2046

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

Class Description: $30,000,000 Class C Floating Rate Deferrable
Notes Due 2046

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

Class Description: $29,000,000 Class D Floating Rate Deferrable
Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $5,000,000 Class E Floating Rate Deferrable
Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on April 10,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Class AB Overcollateralization Ratio to be
greater than or equal to 95%, as described in Section 5.1(h) of
the Indenture dated May 24, 2006.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with the tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the event
of default.  Because of this uncertainty, the ratings assigned to
the Class A-1 Notes remain on review for possible further action.

Belle Haven ABS CDO 2006-1, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities.


BOLDEN DEVELOPMENT: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Bolden Development, LLC
        20935 St. Rd. 19/Cicero Rd
        Cicero, IN 46034

Bankruptcy Case No.: 08-04484

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

Chapter 11 Petition Date: April 21, 2008

Court: Southern District of Indiana

Judge: James K. Coachys

Debtor's Counsel: KC Cohen, Esq.
                  Email: kc@esoft-legal.com
                  151 N. Delaware St., Ste. 1104
                  Indianapolis, IN 46204
                  Tel: (317) 715-1845
                  Fax: (317) 916-0406

Total Assets: $3,100,000

Total Debts:  $2,400,000

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Hamilton County Treasurer      taxes paid in         Unknown
33 N. 9th Street, Ste. 112     arrears
Noblesville, IN 46060

Hamilton County Treasurer      taxes paid in arrears unknown
33 N. 9th Street, Ste. 112
Noblesville, IN 46060


BUCKINGHAM CDO: Two Classes of Notes Get Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Buckingham CDO III Ltd. on review for possible downgrade:

Class Description: Up to $1,350,000,000 Class A ST Notes Due 2051

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

Class Description: Up to $1,350,000,000 Class A LT Notes Due 2051

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

Class Description: $67,500,000 Class B Secured Floating Rate Notes
Due 2051

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

Class Description: $37,500,000 Class C Secured Floating Rate Notes
Due 2051

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $21,000,000 Class D Deferrable Floating Rate
Notes Due 2051

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

Class Description: $13,500,000 Class E Deferrable Floating Rate
Notes Due 2051

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: C

In addition, Moody's also announced tthat it has withdrawn the
short term rating on these notes:

Class Description: $1,350,000,000 aggregate Principal Component of
commercial paper notes (the "CP Notes")

  -- Prior Rating: P-1, on review for possible downgrade
  -- Current Rating: WR

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.  The ratings assigned to the CP Notes have
been withdrawn because the CP Notes failed to be successfully
remarketed on their maturity date and were converted into Class A
ST Notes issued by the Issuer.


C-BASS CBO: Poor Credit Quality Prompts Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
further possible downgrade the ratings on these notes issued by C-
BASS CBO XVIII Ltd.:

Class Description: $346,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $150,000,000 Class A-2 First Priority Senior
Secured Fixed Rate Notes Due 2047

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Addionally, Moody's downgraded these notes:

Class Description: $46,500,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $12,700,000 Class C Third Priority Secured
Floating Rate Deferrable Interest Notes Due 2047

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

Class Description: $17,800,000 Class D Fourth Priority Secured
Floating Rate Deferrable Interest Notes Due 2047

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

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


CA LA ELECTRICIDAD: Fitch Upgrades Foreign and Local IDR to BB-
---------------------------------------------------------------
Fitch Ratings has upgraded both the Foreign Currency and Local
Currency Issuer Default Ratings for C.A. La Electricidad de
Caracas to 'BB-' from 'B+.'  In addition, Fitch has assigned a
'BB-' rating to the proposed issuance of up to US$650 million
senior unsecured notes due 2018 to be issued by EDC.  Fitch has
upgraded the long-term national scale rating of EDC to 'AAA(ven)'
from 'AA-(ven)' and the short- term national scale rating to
'F1+(ven)' from 'F1(ven)'.  The Rating Outlook remains Negative.

The upgrade is based upon the implicit support from both PDVSA and
the government in the form of investment assistance, access to
foreign currency and government assistance with capital
expenditure programs.  EDC is inextricably linked to both its new
majority shareholder, Petroleos de Venezuela S.A. and the
Bolivarian Republic of Venezuela (ultimate shareholder).  PDVSA
currently owns 93.62% of EDC.  It is important to underscore that
the upgrade is based upon new ownership and support by the
Venezuelan government and PDVSA.  On a standalone basis, EDC's
leverage can be expected to increase, and tariff increases in 2008
are uncertain.  In addition, the adverse effects of inflation and
currency devaluation could be expected to continue.

Since the nationalization of the Venezuelan electricity sector,
EDC's senior management is now comprised of senior PDVSA
management.  The company has retained most operating level
management from its prior ownership under U.S.-based AES
Corporation.  New PDVSA management has also provided high level
government access that EDC didn't have under its prior AES
ownership.  Based on the Decree No 5,330, EDC and the rest of
government electric power and energy assets will be part of the
National Electric Corporation by the year 2010.  Even if some
changes on the property could be in place by that time, the
ultimate shareholder of the company will continue being the
Venezuelan government.

EDC will, as expected, begin to pay dividends to PDVSA in the near
term.  Fitch anticipate a payout ratio in the 90% to 100% range to
PDVSA.  Unlike PDVSA, EDC will not be expected to make payments
dedicated toward Venezuelan social programs.  If any contributions
toward social programs are made, such contributions are expected
to be modest.

EDC is a natural monopoly with high barriers to entry.  EDC is a
vertically integrated electricity company in Venezuela with
operations in generation, transmission and distribution of
electricity services to the metropolitan Caracas area.  The
company has over a 100-year history of supplying energy and of
operational stability and efficiency.

Since the nationalization, the electricity sector is undergoing
significant transition.  The sector is still operating under the
regulatory framework that established the last tariff increase in
2003.  In the government's attempt to curb inflation, the sector
has not received a tariff increase which is adversely impacting
infrastructure due to lack of investment.  EDC's decrease in
revenues and cashflow is primarily due to the lack of tariff
increase.  Even if the company anticipates some tariff increase in
the near tern, that tariff increase is still uncertain.  The
adverse effects of inflation and currency devaluation are
significant and mitigate any growth in sales.

The ratings also incorporate the many adverse economic and
political challenges that have pressured the credit quality of the
company and Venezuelan sovereign including increasing inflation,
currency devaluation and a high dependence on the petroleum
sector.


CALIFORNIA OIL: Posts $308,686 Net Loss in 1st Qtr. Ended Feb. 29
-----------------------------------------------------------------
California Oil & Gas Corp. reported a net loss of $308,686 for the
first quarter ended Feb. 29, 2008, compared with a net loss of
$127,854 for the same period last year.

The company generated oil and gas revenues, net of royalties, of
$41,043 for the three month period ended Feb. 29, 2008.  There
were no revenues generated in the first quarter of fiscal 2007.

At Feb. 29, 2008, the company's balance sheet showed $1,077,051 in
total assets, $886,340 in total liabilities, and $190,711 in total
stockholders' equity.

The company's balance sheet at Feb. 29, 2008, also showed strained
liquidity with $167,395 in total current assets available to pay
$886,340 in total current liabilities.

Full-text copies of the company's financial statements for the
first quarter ended Feb. 29, 2008, are available for free at:

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

                     Going Concern Disclaimer

LBB & Associates Ltd., LLP in Houston, Texas, expressed
substantial doubt about California Oil & Gas Corp.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Nov. 30, 2007.  The auditing firm
pointed to the company's absence of significant revenues,
recurring losses from operations, and its need for additional
financing in order to fund its projected loss in 2008.

Through Feb. 29, 2008, the company has incurred losses of
$3,800,558 since inception.  

The company believes that it will require approximately $5,719,000
to fund its continued operations and working capital deficiency
for the 12 month period ending April 30, 2009.  As the company
cannot assure a lender that it will be able to successfully
acquire, explore and develop oil and gas properties, it may have  
difficulty raising debt financing from traditional lending
sources.

                       About California Oil

Headquartered in Calgary, Alberta, California Oil & Gas Corp.
(OTC BB: COGC) -- http://www.caloilandgas.com/-- is a publicly  
traded oil and gas company with assets in the San Joaquin Basin of
California and in Louisiana.  The company is focussed on exploring
high yield oil and gas prospects both domestically and
internationally.  The company is a gas producer and is targeting
the acquisition of late stage exploration or early stage
development projects around the globe.


CAPCO AMERICA: Fitch Lowers DR Rating to C/DR6 from C/DR5
---------------------------------------------------------
Fitch Ratings downgraded and lowered the Distressed Recovery
rating on CAPCO America Securitization Corp.'s commercial mortgage
pass-through certificates, series 1998-D7 as:

  -- $7.1 million class B-5 to 'C/DR6' from 'C/DR5'.

In addition, Fitch placed these classes on Rating Watch Negative:

  -- $15.6 million class B-3 at 'BB+';
  -- $24.9 million class B-4 at 'B-'.

Fitch affirmed these classes:

  -- $393.4 million class A-1B at 'AAA';
  -- Interest-only class PS-1 at 'AAA';
  -- $62.3 million class A-2 at 'AAA';
  -- $68.5 million class A-3 at 'AAA';
  -- $59.2 million class A-4 at 'AAA';
  -- $21.8 million class A-5 at 'AAA';
  -- $31.1 million class B-1 at 'AA-';
  -- $28 million class B-2 at 'BBB+'.

Fitch did not rate the class B-6 and B-6H certificates which have
been reduced to zero based on realized losses.  The class A-1A
class has been paid in full.

The lowering of the DR rating is due to expected losses on the
specially serviced assets (7.4%).  The ratings watch negative
placement is due to the recent transfer to the special servicer of
the third largest non-defeased loan in the pool, Eastland Mall
(5.5%).  The ratings of classes B-3 and B-4 will be revisited once
further information, including an updated value and workout
strategy, on the Eastland Mall becomes available.

The affirmations are due to sufficient credit enhancement as the
result of paydown and defeasance. Sixty-seven loans (38.1%) have
defeased since issuance, including four of the top five loans
(19.6%).  As of the April 2008 distribution date, the pool has
been reduced 40.5% to $716.1 million from $1.25 billion at
issuance.

Eastland Mall (5.5%) is collateralized by 371,512 square feet of
in-line space in a 1.1 million SF enclosed mall located in
Charlotte, North Carolina.  The loan transferred to special
servicing in March 2008 due to imminent default.  The borrower, an
entity controlled by Glimcher Realty Trust, and the special
servicer are currently discussing workout options.  Updated
appraised values are not available.  The property has seen
significant occupancy declines since issuance and the anchor owned
JC Penney and Belk's spaces are currently dark.

The second largest specially serviced loan (0.8%) is
collateralized by a manufactured housing community in Greenwood,
Indiana.  The loan transferred to special servicing in March 2008
due to imminent default.  Occupancy at the property as of
September 2007 was 45%.

The third largest specially serviced asset (0.8%) is an
industrial/mixed use property located in Baltimore, Maryland and
is real estate owned.  The property is listed for sale and the
special servicer is currently evaluating purchase offers.  Based
on recent appraised values, losses are expected on the specially
serviced properties.

Fitch Loans of Concern total 12.6% of the collateral balance and
include the five specially serviced loans.


CENTENE CORP: S&P Cuts Credit Rating to BB- from BB; Removes Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Centene Corp. to 'BB-' from 'BB' and removed it from
CreditWatch, where it was placed on March 19, 2008, with negative
implications.
     
Standard & Poor's also said that the outlook on Centene is stable.
      
"We lowered the rating one notch because of Centene's full-year
2008 operating performance, which will likely be lower than our
prior expectations," explained Standard & Poor's credit analyst
Hema Singh.  This is mainly attributable to adverse claim
development in certain products and geographies, including higher-
than-budgeted medical costs in the Ohio aged, blind, and disabled
population.  Other factors that hurt the company's performance
include the harsher-than-expected flu season and lower investment
income.  

S&P also believe that Centene's earnings profile has diminished in
recent years because of a combination of lower-than-expected
profitability linked to a moderately higher medical loss ratio
relative to plan as well as charges for impairments and re-scaling
initiatives.  The company has made several acquisitions to grow
its core business in the past few years.  As revenue growth has
increased, the ROR has decreased and is now at a level that is
lower than the historical level, prior expectations, and that of
its peers.  Centene's adjusted pretax return on revenue (ROR) for
2008 will likely be about 3.3%, and we expect its three-year
(2006-2008) average ROR to be about 3.2%.

Centene's statutory capital and surplus base should keep pace with
the underlying insurance risk or grow moderately, but it is very
likely that it will be qualitatively pressured because of double-
leverage considerations.  If Centene were to have a material
shortfall in operating performance relative to expectations (an
ROR less than the three-year average of about 3%) or significantly
reduce its level of statutory capital, S&P could revise the
outlook to negative or lower the rating again.


CERAMIC PROTECTION: Bank Extends Loan Maturity, Waives Pact Terms
-----------------------------------------------------------------
Ceramic Protection Corporation reports that effective April 11,
2008, the corporation successfully amended its credit agreement
with Canadian Imperial Bank of Commerce.  This amending agreement
extends the maturation of the corporation's credit facilities
until June 30, 2008 and waives loan covenant requirements as at
March 31, 2008.

Additionally, the amending agreement requires a $2.0 million term
loan principal payment on May 1, 2008 with the remaining
$0.9 million term loan and operating line of credit principal due
on June 30, 2008.  The corporation continues to negotiate with
potential new lenders and expects to refinance its fully
collateralized operating line of credit prior to the June 30, 2008
maturation date.

Headquartered in Calgary, Alberta, Ceramic Protection Corporation
(TSE:CEP) -- http://www.cerpro.com/-- designs, manufactures and  
markets products used to provide ballistic protection for
personnel and vehicles in the military and law enforcement
markets.  The company's product portfolio includes lightweight
ceramic armor for vehicles and military personnel, composite-based
products and concealable soft body armor products for law
enforcement, and the Modular Tactical Vest ballistic system for
military personnel.  CPC Holding Corporation of America, Ceramic
Protection Corporation of America, Protective Products
International Corporation and Protective Products of North
Carolina, LLC are the direct and indirect subsidiaries of the
company.


CETUS ABS: Moody's Junks Ratings on Four Classes of 2046 Notes
--------------------------------------------------------------
Moody's Investors Service downgraded ratings of four classes of
notes issued by Cetus ABS CDO 2006-1, Ltd. and left on review for
possible downgrade the rating of one of these classes of notes.   
The classes affected by this rating action are:

Class Description: $100,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $55,000,000 Class B Deferrable Subordinate
Secured Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $40,00,000 Class C Deferrable Junior
Subordinate Secured Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $30,00,000 Class D Deferrable Junior
Subordinate Secured Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C

Cetus ABS CDO 2006-1, Ltd. is a collateralized debt obligation
backed by structured finance securities.

The rating actions taken reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
April 7, 2008, as reported by the Trustee, of an event of default
caused when the Net Outstanding Portfolio Collateral Balance plus
the MVS Account Excess as of a Determination Date is less than the
sum of the Remaining Unfunded Notional Amount plus the outstanding
Swap Counterparty Amount plus the Aggregate Outstanding Amount of
the Class A-1 Notes, as set forth in Section 5.1(h) of the
Indenture dated July 20, 2006.

As provided in Article 5 of the Indenture, during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Secured Notes and the
Collateral.  In this regard, Moody's has received notification
from the Trustee that on April 9, 2008 a majority of the
Controlling Class has declared the principal of and all accrued
and unpaid interest on the Secured Notes to be immediately due and
payable.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of further remedies, if any, to be pursued
following the event of default.  Because of this uncertainty, the
ratings assigned to the Class A-1 Notes remain on review for
possible further action.


CHARLES FORT: Moody's Cuts Rating on $220 Mil. Notes to B3 From A3
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Charles Fort CDO I, Ltd.:

Class Description: $220,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2047

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2047

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

Class Description: $50,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2047

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

Class Description: $24,000,000 Class C Fourth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes due 2047

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

Class Description: $6,000,000 Class D-1 Fifth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes due 2047

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

Class Description: $13,000,000 Class D-2 Sixth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $10,000,000 Class E Seventh Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

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


CHRISTOPHER WRENN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Christopher Benjamin Wrenn
        Allison Owens Wrenn
        130 North Ennis Street
        Fuquay Varina, NC 27526

Bankruptcy Case No.: 08-02605

Chapter 11 Petition Date: April 17, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Jason L. Hendren, Esq.
                  Brady, Nordgren, Morton & Malone, PLLC
                  2301 Sugar Bush Road, Suite 450
                  Raleigh, NC 27612
                  Phone: 919 782-3500
                  Fax: 919 573-1430
                  E-mail: bwood@bradynordgren.com

Estimated Assets: $10,000,001 to $50 million

Estimated Debts: $10,000,001 to $50 million

Debtor's 20 Largest Unsecured Creditors:

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

First State Bank           potential deficiency       $1,600,000
Attn: Managing Agent       Lots 9-15
P.O. Box 1267              Oceanfront
Scottsbluff, NE 69361      Oak Island, NC
                           (Debtors surrender
                            property)
                           Contingent unliquidated
                           disputed

Bill Baumgarner            Lots 9-15 Oceanfront        1,200,000
                           Oak Island, NC
                           28465

                           Contingent unliquidated
                           disputed

                           $5,600,000 secured
                           $5,100,000 senior lien

Gateway Bank               Vacant Lot                   927,000
Attn: Managing Agent       Oak Island, NC
112 Corporate Drive        28465
Elizabeth City, NC27909    $750,000 secured

Four Oaks Bank             guaranty                     800,000
Attn: Managing Agent       Myrtle Grove Office
P.O. Box 309               Building
Four Oaks, NC27524


BB&T of NC Loan Cente     potential guaranty            778,077
P. O. Box 58003           obligation
Charlotte, NC 28258-0003  Lot 7 Oceanfront -
                          CBW Development
                          LLC 100% owner
                          Oak Island, NC
                          28465

BB&T of NC Loan Center    Lot 8 Oceanfront              778,007
P.O. Box 58003            CBW Development LLC
Charlotte, NC 28258-0003  100% owner
                          Oak Island, NC
                          28465  

Four Oaks Bank            3321 West Beach               751,876
Attn: Managing Agent      Drive
P.O. Box 309              Oak Island, NC
                          $635,000 secured

First Federal             unsecured                     500,000
Attn: Managing Agent      potential guaranty
200 East Divine St.       obligation
Dunn, NC 28334

Tier One Bank             Lot 14 Second Row             447,182
Attn: Managing Agent      Oak Island, NC
P.O. Box 83009            28465
                          $420,000 secured

Tier One Bank             Lot 15 Second Row             447,182
Attn: Managing Agent      Oak Island, NC
P.O. Box 83009            28465
                          $420,000 secured

First Federal             2006 38' Jupiter              299,388
Attn: Managing Agent      Tournament Express
200 East Divine St.       fishing boat
Dunn, NC 28334            $250,000 secured

Carolina First            Rental Property               146,347
                          123 SW 2nd St.
                          Oak Island, NC
                          28465
                              
                          $750,000 secured
                          $749,692 senior lien

Floyd Taylor               potential deficiency         138,000

American Express           business debt                134,947
Attn: Manging Agent
P. O. Box 981540
El Paso, TX 79998

Internal Revenue           income tax                    88,380
Service
Paragon Bank VISA         business debt                  50,000

First Flight              2002 Georgie Boy               44,000
Attn: Managing Agent      Landow RV
                          $40,000 secured

NC Dept. of Revenue       2006 income taxes              34,601

Mike Kensley              unsecured loan                 26,843

Brunswick County Tax      Property taxes                 10,852
Dept.                     L-9 B-95 S-4 WLB   


CHRYSLER LLC: In Talks with Fiat SpA Over Alfa Romeo Production
---------------------------------------------------------------
Chrysler LLC has initiated talks with Fiat SpA over a possible
cooperation agreement under which Chrysler will produce the
Italian auto manufacturer's Alfa Romeo cars in its U.S. factories,
Reuters reports, citing German newspaper Handelsblatt.

The talks, Reuters says, is now in the advanced stage.

A Chrysler spokeswoman, however, dismissed the report as
speculation, saying "there could be other partnerships with other
carmakers," Reuters relates.

Chrysler earlier announced a production alliance with Japanese
automaker Nissan, the paper reveals.

As reported in the Troubled Company Reporter-Europe on March 27,
2008, Fiat entered into discussions with Detroit's auto
manufacturers on sharing production of Alfa Romeos in the U.S.

Fiat's chief executive officer Sergio Marchionne said that
production of Alfa cars will start by 2011 or 2012.  Meanwhile,
Alfa, which will start distributing and selling cars in the U.S.
cars next year, will have to absorb losses until production starts
with a partner.

Fiat had to manufacture in the U.S. because of the weakness of the
dollar against the euro.

Fiat is also preparing to transfer its Iveco division to the
U.S. along with the relaunched Fiat 500 compact car.

                           About Fiat

Turin, Italy-based Fiat SpA -- http://www.fiatgroup.com/--   
(BIT:F) is principally engaged in the design, manufacture and
sale of automobiles, trucks, wheel loaders, excavators,
telehandlers, tractors and combine harvesters.  Through its
subsidiaries, Fiat operates mainly in five business areas:
Automobiles, including sectors led by Maserati SpA, Ferrari SpA
and Fiat Group Automobiles SpA, which design, produce and sell
cars under the Fiat, Alfa Romeo, Lancia, Fiat Professional,
Abarth, Ferrari and Maserati brands; Agricultural and
Construction Equipment, which is led by Case New Holland Global
NV; Trucks and Commercial Vehicles, which is led by Iveco SpA;
Components and Production Systems, which includes the sectors
led by Magneti Marelli Holding SpA, Teksid SpA, Comau SpA and
Fiat Powertrain Technologies SpA, and Other Businesses, which
includes the sectors led by Fiat Services SpA, a publishing
house Editrice La Stampa SpA and an advertising agency
Publikompass SpA.

Outside Europe, the company has subsidiaries in the United
States, Japan, India, China, Mexico, Brazil and Argentina, among
others.

                         About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

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

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


CLEAR CHANNEL: Buyers Want to Pursue Financing Dispute in Court
---------------------------------------------------------------
CC Media Holdings Inc., a corporation formed by private-equity
funds co-sponsored by Thomas H. Lee Partners LP and Bain Capital
LLC to buy Clear Channel Communications Inc., rejected the request
of a consortium of its financial bankers to settle a financing
dispute through arbitration, various sources report.

CC Media said in a statement released that the banks want to
settle in private so that their misconduct would be revealed, Thom
Weidlich and Zachary R. Mider of Bloomberg News write.

Reuters relates that Citigroup Inc., Morgan Stanley, Credit Suisse
Group, Royal Bank of Scotland Group Plc, Deutsche Bank AG and
Wachovia Corp. had promised to accept the final terms of a funding
deal that a neutral party would come up with, which would solve
the dispute in six weeks .

As previously reported in the Troubled Company Reporter on March
26, 2008, the privatization of Clear Channel appeared in danger of
collapsing after CC Media and the banks reportedly failed to agree
on the final financing of the transaction.  Clear Channel had
anticipated closing the merger by March 31, 2008.  The company's
shareholders approved the adoption of the merger agreement, as
amended.  The deal includes $19.4 billion of equity and $7.7
billion of debt.

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

Subsequently, CC Media sued the bank group to compel them to honor
the agreement.  CC Media filed complaints in New York state court
in Manhattan and in Bexar County, Texas.  The firms alleged the
backers breached the contract entered in May to fund the deal.  
Clear Channel joined the suit in Texas.  In Texas, Clear Channel
asked for an order banning the banks from interfering with the
merger agreement and sought more than $26 billion in damages.

An April 24 summary judgment hearing has been set by Justice Helen
Freedman of the New York Supreme Court, and a trial on May 5 in
New York State court and another on June 2 in Texas.

The main New York case on the Clear Channel buyout is BT Triple
Crown Merger Co. v. Citigroup, 08-600899, New York State Supreme
Court, County of New York (Manhattan).  The Texas case is Clear
Channel Communications Inc. and CC Media Holdings Inc. v.
Citigroup, 2008-CI-04864, Texas District Court, Bexar County,
Texas.

                       About Clear Channel

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

                            *     *     *

In March 2008, Standard & Poor's Ratings Services said its
ratings on Clear Channel Communications Inc., including the 'B+'
corporate credit rating, remain on CreditWatch with negative
implications.

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

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


COMMODORE INTERNATIONAL: Unit's Bankruptcy Was a Mistake
--------------------------------------------------------
Commodore International Corp. on April 21, 2008 said that it was
informed by the court in The Netherlands that one of its
subsidiaries, Commodore International B.V., was declared bankrupt.

Both CIC and the petitioning party established that procedural
mistakes resulting in this judicial declaration were made
erroneously beyond CIC's control.  The petitioner and CIC had
already concluded a written and mutually confirmed an agreement
for the cancellation of the bankruptcy proceedings.

CIC, in cooperation with the petitioner and all parties involved,
is in the process of submitting an objection to this declaration.  
It is expected that this will be resolved next week.

CIC will further inform the public once the result is known.

For the avoidance of doubt, CIC would like to stress that this
bankruptcy declaration of the named subsidiary does not involve
CIC's operational entities either in the Netherlands or elsewhere.

               Postponement of Shareholders Meeting

On March 20, 2008, CIC has postponed the special shareholders
meeting until the new date of Friday, April 25, 2008, at 14:00, at
the Holiday Inn hotel, Amsterdam.

The decision to postpone the meeting was taken in view of recent
developments, and will allow the company to update its
shareholders more comprehensively at the new date.

On Jan. 30, 2008, CIC said that as a result of new information
that has raised serious doubts about the financial results
disclosed by its subsidiary, Phillar Beheer B.V., and its own
subsidiaries, Commodore has taken steps to intervene in Phillar's
operations.

CIC is currently further looking into the financial and contracts
administration of Phillar to validate and secure Phillar's
business.

CIC further announced that as a result of this new information it
has suspended Phillar's Director from all duties and has appointed
a new Director.

The information obtained by Commodore so far from Phillar shows
serious inconsistencies in the financial reports and other
information. Following validation and conclusion of these findings
Commodore will disclose more details to its shareholders. As a
result of these findings Commodore may have to substantially
adjust its consolidated financials for FY2007.

                         About Commodore

Commodore International Corporation (OTC:CDRL) --
http://www.commodorecorp.com/-- creates, develops and offers  
innovative digital media services, software and hardware.  
Innovations such as the CommodoreWorld(TM) multi media platform,
the Gravel(TM) premium product line and the In Public MediaTower,
open up new opportunities for the customization and sharing of
media entertainment, such as music, movies and games.  CIC's
European operational office headquarters is  in Baarn, The
Netherlands and its U.S. headquarters is in Century City,
California.


CREST 2004-1: Fitch Holds 'B' Rating on $96.412MM Preferred Shares
------------------------------------------------------------------
Fitch Ratings has affirmed all classes of notes issued by Crest
2004-1, Ltd./Corp., as:

  -- $156,445,595 class A at 'AAA';
  -- $44,000,000 class B-1 at 'AAA';
  -- $8,491,250 class B-2 at 'AAA';
  -- $2,710,000 class C-1 at 'AA+';
  -- $23,000,000 class C-2 at 'AA+';
  -- $17,140,000 class D at 'AA';
  -- $13,000,000 class E-1 at 'AA-';
  -- $12,710,000 class E-2 at 'AA-';
  -- $6,427,500 class F at 'A-';
  -- $2,000,000 class G-1 at 'BBB+';
  -- $9,783,750 class G-2 at 'BBB+';
  -- $7,520,000 class H-1 at 'BBB-';
  -- $1,050,000 class H-2 at 'BBB-';
  -- $96,412,500 preferred shares at 'B'.

The current credit enhancement to the rated classes in relation to
the credit quality of the remaining collateral warrants the
affirmations.

Crest 2004-1 is a static commercial real estate collateralized
debt obligation that closed Nov. 18, 2004.  The portfolio is
composed of 93.2% commercial mortgage-backed securities B-pieces,
5.7% real estate investment trust bonds, and 1% CRE CDOs.  
Structured Credit Partners, LLC, a wholly owned subsidiary of
Wachovia Corporation, selected the initial collateral and serves
as the collateral administrator.

CMBS B-piece resecuritizations are CRE CDOs and ReREMIC
transactions that include the most junior bonds of CMBS
transactions.

In reviewing CRE CDOs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

Crest 2004-1 is collateralized by all or a portion of 127 classes
of fixed-rate CMBS in 45 separate underlying transactions, three
classes of three CRE CDO transactions, and two REIT bonds.  All
performance and collateral information is based on the March 31,
2008 trustee report.  The pool's obligor diversity is considered
average for CMBS B-piece resecuritizations, and the vintage
distribution of the CMBS collateral ranges from 1999 to 2004 (an
average of 4.7 years of seasoning).  Only 0.5% of the collateral
is currently rated below 'B-' or not rated.  A significant portion
of the collateral is below investment grade with 46.2% in the 'BB'
category and 22.1% in the 'B' category.  Crest 2004-1 holds
approximately 31.3% in investment grade collateral.

The collateral has realized approximately $2.3 million in losses
to date, which represents 0.5% of the original collateral.  
Although $236.9 million of the underlying collateral is currently
60 days or more delinquent according to the latest trustee report,
most of the underlying collateral has a significant amount of
subordination and can therefore withstand future losses in the
near term.

Fitch conducted cash flow modeling to test the transaction's
structure under various default and interest rate scenarios.  The
ratings on the class A, B-1, and B-2 notes address the timely
payment of interest and ultimate repayment of principal.  The
ratings on classes C-1, C-2, D, E-1, E-2, F, G-1, G-2, H-1 and H-2
address the ultimate payment of interest and ultimate repayment of
principal.

The rating of the preferred shares addresses the likelihood that
investors will receive the ultimate return of the aggregate
outstanding rated balance by the legal final maturity date.  The
preferred shares have received distributions of approximately
$15.8 million, resulting in a rated balance of $80.6 million.


CV THERAPEUTICS: Sells 50% Product Rights to TPG-Axon for $185MM
----------------------------------------------------------------
TPG-Axon Capital has agreed to pay CV Therapeutics Inc. up to
$185 million in exchange for rights to 50% of CV Therapeutics'
royalty on North American sales of Lexiscan(TM) (regadenoson)
injection.  CV Therapeutics received $175 million on closing of
the transaction and could receive a potential future milestone
payment of $10 million.

The U.S. Food and Drug Administration approved Lexiscan(TM)
(regadenoson) injection, an A2A adenosine receptor agonist, for
use as a pharmacologic stress agent in radionuclide myocardial
perfusion imaging in patients unable to undergo adequate exercise
stress, on April 10, 2008.

CV Therapeutics retains rights to the other 50% of royalty revenue
from North American sales of the product, and also may receive a
royalty on another Astellas product under the terms of the
company's collaboration agreement with Astellas Pharma US, Inc.

"With the funds from this non-dilutive financing and multiple
product-related revenue streams, we believe CV Therapeutics now
has the funds to become cash flow positive and meet the debt
obligation which is putable in 2010, both without requiring
capital market financing or partnership dollars," Louis G. Lange,
M.D., Ph.D., chairman and chief executive officer of CV
Therapeutics, said.  "We are aggressively pursuing a partner to
support Ranexa commercialization and this additional financial
independence provides important leverage for managing both the
balance sheet and our discussions with potential partners."

CV Therapeutics owns the rights for regadenoson outside of North
America and currently expects to submit a marketing authorization
application for the product to the European Medicines Agency by
the end of 2008.

Headquartered in Palo Alto, California, CV Therapeutics Inc.
(NasdaqGM: CVTX) -- http://www.cvt.com/-- is a biopharmaceutical   
company focused on applying molecular cardiology to the discovery,
development and commercialization of novel, small molecule drugs
for the treatment of cardiovascular diseases.  CV Therapeutics'
approved product, Ranexa(R) (ranolazine extended-release tablets),
is indicated for the treatment of chronic angina in patients who
have not achieved an adequate response with other antianginal
drugs, and should be used in combination with amlodipine, beta-
blockers or nitrates.


CV THERAPEUTICS: Dec. 31 Balance Sheet Upside-Down by $185 Million
------------------------------------------------------------------
CV Therapeutics Inc. released its financial results for the year
ended Dec. 31, 2008.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $258.8 million and total liabilities of $444.2 million,
resulting in $185.3 million stockholders' deficit.  Deficit for
the year ended Dec. 31, 2006, was $45.7 million.

The company reported $181.0 million net loss over $82.8 total
revenues for the year ended Dec. 31, 2007, compared to $274.3 net
loss over $36.7 million total revenues for the year ended Dec. 31,
2006.

In 2007, the company's total revenues increased 125% and net loss
decreased 34%.  In 2005, the company's total revenues were $19.0
million and net loss for 2005 was $228.0 million.  Net loss in
2007 and 2006 includes the effect of stock-based compensation
expense related to employee stock options and employee stock
purchases under Statement of Financial Accounting Standards No.
123(R), Share-Based Payment (FAS 123R), which increased our net
loss by $34.2 million and $24.1 million in 2007 and 2006,
respectively.

Net product sales increased 263% to $66.7 million in 2007 compared
to $18.4 million in 2006 as a result of Ranexa product sales,
which commenced in March 2006.

Collaborative research revenues of $16.2 million in 2007 remained
flat with 2006 revenue of $16.9 million.

As of Dec. 31, 2007, the company had cash, cash equivalents and
marketable securities of $174.2 million, compared to
$325.2 million as of Dec. 31, 2006.  The company expects that its
existing cash resources will be sufficient to fund its operations
at its current levels of research, development and commercial
activities for at least 12 months.

Headquartered in Palo Alto, California, CV Therapeutics Inc.
(NasdaqGM: CVTX) -- http://www.cvt.com/-- is a biopharmaceutical   
company focused on applying molecular cardiology to the discovery,
development and commercialization of novel, small molecule drugs
for the treatment of cardiovascular diseases.  CV Therapeutics'
approved product, Ranexa(R) (ranolazine extended-release tablets),
is indicated for the treatment of chronic angina in patients who
have not achieved an adequate response with other antianginal
drugs, and should be used in combination with amlodipine, beta-
blockers or nitrates.


CWALT INC: Higher Delinquencies Cue Moody's 158 Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 158 tranches
from forty Alt-A transactions issued by Countrywide.  Sixty
tranches remain on review for possible further downgrade.  
Additionally, 280 tranches were placed on review for possible
downgrade.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, Alt-A mortgage loans.  The
ratings were downgraded or placed on review, 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 review
process.

Complete rating actions are:

CWALT, Inc. Alternative Loan Trust 2007-22

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

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

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-10, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 1-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-16, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 1-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-18, Placed on Review for Possible Downgrade,
     currently Aa1

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

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. P-O, Placed on Review for Possible Downgrade,
currently Aaa

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-63

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 3-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-3, Placed on Review for Possible Downgrade,
     currently Aaa
     
  -- Cl. 4-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 5-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M, Downgraded to Ba2 from Aa3
     
  -- Cl. B-1, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-71

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

  -- Cl. M, Downgraded to B3 from Aa3

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-84

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 3-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 4-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M, Downgraded to Ba1 from Aa2

  -- Cl. B-1, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-AR1

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

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

  -- Cl. 2-A-3B, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

  -- Cl. M-5, Downgraded to Ca from B3

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-J11

  -- Cl. B-2, Downgraded to B1 from Baa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-J12

  -- Cl. 2-M-1, Downgraded to Baa1 from Aa2

  -- Cl. 2-M-2, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

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

  -- Cl. 2-B-1, Downgraded to Ca from Caa1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-13T1

  -- Cl. M-1, Downgraded to Aa3 from Aa1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-17T1

  -- Cl. M-1, Downgraded to Ba3 from Aa3

  -- Cl. M-3, Downgraded to Caa1 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-29T1

  -- Cl. M-1, Downgraded to Ba3 from Aa3

  -- Cl. M-3, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-30T1

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

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-40T1

  -- Cl. 1-A-13, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-42

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

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-45T1

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-11, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 1-A-14, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 2-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-17, Placed on Review for Possible Downgrade,      
     currently Aaa

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

  -- Cl. M-1, Downgraded to Ba3 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 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 Caa1 from Ba3; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. B-1, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-5T2

  -- Cl. M-1, Downgraded to A2 from Aa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-HY10

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. 3-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 4-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M, Downgraded to B3 from Aa3

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-HY11

  -- Cl. M-2, Downgraded to Aa2 from Aa1

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

  -- Cl. M-4, Downgraded to A2 from Aa3

  -- Cl. M-5, Downgraded to Baa1 from A1

  -- Cl. M-6, Downgraded to Ba1 from A2

  -- Cl. M-7, Downgraded to B1 from A3

  -- Cl. M-8, Downgraded to B2 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 Ca from Ba3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-HY12

  -- Cl. M, Downgraded to Baa2 from Aa2

  -- Cl. B-1, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from B1; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-HY3

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. M, Downgraded to B2 from Aa3

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-J1

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-J5

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

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

  -- Cl. 3-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 4-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M, Downgraded to B1 from Aa3

  -- Cl. B-1, Downgraded to Ca from Ba3

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-J7

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

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. 2-M-2, Downgraded to Aa2 from Aa1

  -- Cl. 2-M-3, Downgraded to Aa3 from Aa1

  -- Cl. 2-M-4, Downgraded to A2 from Aa1

  -- Cl. 2-M-5, Downgraded to Baa2 from Aa1

  -- Cl. 2-M-6, Downgraded to Ba2 from Aa1

  -- Cl. 2-M-7, Downgraded to B1 from Aa1

  -- Cl. 2-M-8, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M-9, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M-10, Downgraded to B3 from Ba1; Placed Under Review
     for further Possible Downgrade

  -- Cl. 2-M-11, Downgraded to Ca from Ba3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-11T1

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

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-17, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-20, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-21, Placed on Review for Possible Downgrade,
     currently Aaa

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-12T1

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

  -- Cl. A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-10, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-12, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-13, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-14, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-43, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-44, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-45, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-46, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-47, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. PO, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aa1

  -- Cl. M-1, Downgraded to Ba3 from Aa3

  -- Cl. M-5, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B1 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-13

  -- Cl. B-1, Downgraded to B1 from Baa1

  -- Cl. B-2, Downgraded to B2 from Ba3; Placed Under Review for      
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-14T2

  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-8, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. M, Downgraded to Ba3 from Aa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-1T1

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

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-10, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 1-A-11, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 1-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-14, Placed on Review for Possible Downgrade,      
     currently Aaa

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

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

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-7, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 2-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-14, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 2-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-18, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-19, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. M-A, Downgraded to Baa2 from Aa1

  -- Cl. M-1, Downgraded to Ba3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B1 from Baa1; Placed Under Review for      
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B1 from Baa3; 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 Ca from B1

  -- Cl. B-1, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-6

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

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

  -- Cl. A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-7T2

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

  -- Cl. A-17, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series      
2007-9T1

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

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-11, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 1-A-12, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 1-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-10, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 2-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-18, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-19, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-20, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-21, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-22, Placed on Review for Possible Downgrade,
     currently 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-5, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-HY2

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

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

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

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-HY3

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

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

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

  -- Cl. M-4, Downgraded to Ba2 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 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 B2 from Baa3; Placed Under Review for
     further Possible Downgrade

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-HY4

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 4-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 4-A-3, Placed on Review for Possible Downgrade,
     currently 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 B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. B-1, Downgraded to Caa1 from Ba2; Placed Under Review for
     further Possible Downgrade

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-HY6

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently 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 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 B3 from Baa2; Placed Under Review for      
     further Possible Downgrade

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-HY7C

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

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

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

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

  -- Cl. M-5, Downgraded to Ba3 from A2

  -- Cl. M-6, Downgraded to B1 from Baa1; 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 B2 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-HY8C

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

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

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

  -- Cl. M-6, Downgraded to Ba3 from Baa1

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

  -- Cl. M-8, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-HY9

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

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

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

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

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

  -- Cl. M-4, Downgraded to Ba3 from A1

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

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

  -- 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 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 Caa1 from Ba3; Placed Under Review
     for further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-J1

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-10, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 1-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-10, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 2-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-18, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-19, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-20, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-21, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-22, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 2-A-23, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-24, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 2-A-25, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 2-A-26, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 2-A-27, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-28, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-29, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-30, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-31, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-32, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-33, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-34, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-35, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-36, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-37, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-38, Placed on Review for Possible Downgrade,
     currently Aaa
     
  -- Cl. 2-A-39, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-40, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-41, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-42, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-43, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-44, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-M-1, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 3-M-2, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. 3-B, Downgraded to Ca from Caa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-J2

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

  -- Cl. M, Downgraded to B1 from Aa3; 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 Ca from B3

Issuer: CWMBS, Inc. Mortgage Pass-Through Certificates, Series
2006-7

  -- Cl. M-1, Downgraded to Ba1 from Aa2


CWALT INC: Moody's Cuts Ratings on 64 Tranches From 28 Alt-A Deals
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 64
tranches from 28 Alt-A transactions issued by Countrywide.  Twenty
one tranches remain on review for possible further downgrade.   
Additionally, 181 tranches were placed on review for possible  
downgrade.

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

Complete rating actions are:

Issuer: CWALT, Inc. Alternative Loan Trust 2007-23CB

  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-12, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-40CB

  -- Cl. B-2, Downgraded to Ba3 from Baa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-42CB

  -- Cl. B-2, Downgraded to Ba2 from Baa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-47CB

  -- Cl. B-2, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-50CB

  -- Cl. B-1, Downgraded to Ba3 from A3

  -- Cl. B-2, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-52CB

  -- Cl. B-1, Downgraded to A3 from A2

  -- Cl. B-2, Downgraded to Ba2 from Baa1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-54CB

  -- Cl. B-1, Downgraded to Baa2 from A3

  -- Cl. B-2, Downgraded to Ba3 from Baa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-64CB

  -- Cl. M, Downgraded to A2 from Aa3

  -- Cl. B-1, Downgraded to Ba2 from A3

  -- Cl. B-2, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-65CB

  -- Cl. B-1, Downgraded to Baa1 from A3

  -- Cl. B-2, Downgraded to Ba3 from Baa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-67CB

  -- Cl. M, Downgraded to A3 from Aa2

  -- Cl. B-1, Downgraded to Ba3 from A2

  -- Cl. B-2, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-80CB

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

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 4-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 5-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M, Downgraded to Ba1 from Aa3

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

  -- Cl. B-1, Downgraded to B2 from Baa1; Placed Under Review for
further Possible Downgrade

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

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

  -- Cl. 3-X, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 4-X, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 5-X, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. PO, Placed on Review for Possible Downgrade,
     currently Aa

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-83CB

  -- Cl. M, Downgraded to Baa3 from Aa2

  -- Cl. B-2, Downgraded to Ca from Ba3

  -- Cl. B-1, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-85CB

  -- Cl. M, Downgraded to A3 from Aa3

  -- Cl. B-1, Downgraded to Ba3 from A3

  -- Cl. B-2, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-86CB

  -- Cl. M, Downgraded to Baa1 from Aa3

  -- Cl. B-1, Downgraded to B2 from A3

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-11CB

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

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. 3-X, Placed on Review for Possible Downgrade,
     currently Aaa

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-12CB

  -- Cl. B-1, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa2 from Ba2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-15CB

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

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-16CB

  -- Cl. M, Downgraded to A3 from Aa3

  -- Cl. B-1, Downgraded to B1 from A3

  -- Cl. B-2, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-21CB

  -- Cl. M-1, Downgraded to A2 from Aa3

  -- Cl. M-2, Downgraded to Ba3 from A3

  -- Cl. B-1, Downgraded to B2 from Baa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-23CB

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

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-10, Placed on Review for Possible Downgrade,           
     currently Aaa

  -- Cl. 1-A-12, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 2-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-10, Placed on Review for Possible Downgrade,      
     currently Aa1

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

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-26CB

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-19, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. M-1, Downgraded to Ba3 from Aa2

  -- Cl. M-2, Downgraded to B1 from Aa3.

  -- Cl. M-3, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-39CB

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

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-10, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 1-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-18, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-19, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 1-A-20, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-5, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. M-1, Downgraded to Ba3 from Aa2

  -- Cl. M-2, Downgraded to B1 from Aa3

  -- Cl. M-3, Downgraded to B2 from Baa2

  -- Cl. M-4, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

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

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

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

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

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

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-41CB

  -- Cl. 1-M, Downgraded to Baa1 from Aa3

  -- Cl. 2-M, Downgraded to Baa2 from Aa3

  -- Cl. 1-B-1, Downgraded to B1 from A3

  -- Cl. 1-B-2, Downgraded to B2 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. 2-B-1, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-B-2, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-16CB

  -- Cl. M-1, Downgraded to Baa1 from Aa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-2CB

  -- Cl. B-1, Downgraded to Ba2 from Baa2

  -- Cl. B-2, Downgraded to B2 from Ba3; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-4CB

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-10, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 1-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-18, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-19, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-20, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-21, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-22, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 1-A-23, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-24, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Cl. 1-A-28, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-29, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-30, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-31, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-32, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-33, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-34, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-35, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-36, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-37, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-38, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-41, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-42, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-43, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-44, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

  -- Cl. M, Downgraded to Ba3 from Aa3

  -- Cl. B-1, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-5CB

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



  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-9, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 1-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-18, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-19, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-22, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-23, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-24, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-25, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-26, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-27, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-28, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-29, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-30, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-31, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-32, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-33, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-34, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-35, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-36, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-37, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M, Downgraded to Ba2 from Aa3

  -- Cl. B-2, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B1 from Baa1; Placed Under Review for      
     further Possible Downgrade

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

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

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

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-8CB

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

  -- Cl. A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-14, Placed on Review for Possible Downgrade,
     currently Aa1

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

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


DAVI & VALENTI: Bankruptcy Won't Stop Stevens Worldwide's Rescue
----------------------------------------------------------------
After almost 30 years in business, Davi & Valenti Movers Inc. is
left with nothing but "unpaid bills, lawsuits and bankruptcy
filings," Herald Tribune's Michael Braga reports.

Herald Tribune recounts that part of the Debtor's demise was
caused by the death of Leonard Valenti in December 2005.  Leonard
Valenti was then succeeded by his brothers, David and Nicholas,
who allegedly committed mismanagement since they took over.

Leonard Valenti's wife, Maureen Valenti, filed a case with the
U.S. Bankruptcy Court in Tampa, Florida asserting that David and
Nicholas Valenti spent the company's money like their own and did
suspicious transfers, Herald Tribune reveals.

Both David and Nicholas Valenti denied the widow's allegations,
according to the report.  The two brothers placed the company
under chapter 11 last year and listed assets of $3.5 million and
debts of $3.8 million, Herald Tribune notes.

Davi & Valenti was bought from bankruptcy by Stevens Worldwide Van
Lines in Saginaw, Michigan, report relates.  Stevens will continue
to use the Davi & Valenti name amid the bankruptcy and family
dispute, Herald Tribune reports, citing Morisson Stevens, Sr.,
chairman and chief executive of Stevens Worldwide.

                       About Davi & Valenti

Headquartered in Sarasota, Florida, Davi & Valenti Movers Inc. --
http://www.davivalenti.com/-- is into logistics and it transport   
professional household goods and other high-value products.  Davi
& Valenti was founded in 1979 by the three Valenti brothers, with
Nicholas Valenti taking a majority stake.  The Debtor filed for
Chapter 11 protection on Sept. 7, 2007 (Bankr. M.D. Fla. Case No.
07-08200).  David W. Steen, Esq. of David W. Steen P.A. represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it has estimated assets and
debts of $1 million to $100 million.


DIAMOND GLASS: Creditor Panel Objects to Asset Sale Bid Procedures
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Diamond Glass
Inc. and DT Subsidiary Corp.'s Chapter 11 cases objects to the
Debtors' proposed bid procedures for the sale of substantially all
of their assets.

As reported in the Troubled Company Reporter on April 22, 2008,
the Debtors previously asked the U.S. Bankruptcy Court for the
District of Delaware to allow bid procedures and approve the asset
sale.  The Debtors, in consultation with its financial advisor
NatCity Investments Inc., considered a number of potential sales
and restructuring alternatives in order to develop a plan that
would maximize value for their creditors and to ensure
survivability.

On the bankruptcy filing date, the Debtors entered into an asset
purchase agreement with a stalking horse bidder under which the
bidder would acquire substantially all of the Debtors' assets.  
Pursuant to the purchase agreement, the stalking horse bidder
agreed to provide consideration for the assets equal to $34
million in the form of a credit bid, plus assumed liabilities.

In order to maximize the Debtors' assets for the benefit of their
estates and creditors, the Debtors determined that a formal
solicitation of bids for the sale of the assets as a going concern
is in their best interests.

Automotive Components Holdings LLC, a secured lender of the
Debtors, already made an objection to the bid procedures.  ACH
complained that their offsetting rights to a particular claim
interest against the Debtors are not adequately protected, since
the procedures authorize the Debtors to sell their assets free and
clear of liens.

                       Committee's Objections

The Committee reminds the Court that the Debtors commenced these
bankruptcy cases in order to sell substantially all of their
assets as a going concern for the benefit of its prepetition
undersecured creditor, Guggenheim Corporate Funding LLC, as agent
for certain lenders.  The Committee initially contends that
Guggenheim has provided just enough postpetition financing to
permit the Debtors to continue operating their business until the
Debtors have been able to sell the assets.

The panel tells the Court that it does not take issue with most of
the procedures requested by the Debtors.  There are, however,
fundamental issues that threaten to undermine any possibility that
unsecured creditors could receive anything other than a token
distribution in these cases, absent either a bid which vastly
exceeds the stalking horse bid or a determination that Guggenheim
was unsecured on the date of bankruptcy.

The Committee argues that the stalking horse bidder should not be
permitted to credit bid any amount that is secured by the
collateral of the Debtors' CEO, Kenneth Levine.  Mr. Levine
previously pledged $10 million to secure certain of the Debtors'
obligations to Guggenheim.

Credit bidding any of that collateral would frustrate the estates'
ability to maximize the return for unsecured creditors and the
Committee's rights, argues the Committee.

The Debtors, in their bidding procedures request, sought to permit
the stalking horse bidder, a Guggenheim affiliate, to receive
actual out-of-pocket expenses reasonably incurred in connection
with the sale up to 2% of the purchase price.

The amount of expense reimbursement sought -- which is also being
sought as part of the credit bid -- for the stalking horse bidder
is unreasonable, says the Committee, and should be allowed at a
reduced and fixed amount.  The Committee concluded that the
stalking horse bidder is not entitled to expense reimbursement,
under the facts of these cases.

The Committee contended that the Debtors should not be permitted
to seal bidding without the consent and review of the Committee.  
It also believes that the proposed $1 million good faith deposit
should not be required for all bidders.

Finally, the Committe also takes issue with the scope of releases
requested under Section 12.16 of the purchase agreement which
would release all claims in connection with the Debtors' DIP
financing, the credit agreement and any other agreements to which
the Debtors and the stalking horse bidder and its affiliates are
parties.  The Committee says that this provision is improper in
the context of a proposed sale, and the Committee expressly
reserves its right to challenge the provision in connection with
the approval of the sale.

In particular, those releases should not be included in a form
agreement to be used by all other bidders for the Debtors' assets,
but in a plan of reorganization.

                        About Diamond Glass

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


DIASTAR INC: Court Okays Robert Wasserman as Chapter 11 Trustee
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
the appointment of Robert B. Wasserman as the Chapter 11 Trustee
in Diastar Inc.'s Chapter 11 case.

Rosenthal & Rosenthal Inc., the primary secured creditor of the
Debtor, previously asked the Court to prohibit the Debtor to use
its cash collateral, and to authorize the appointment of a Chapter
11 trustee, or, in the alternative, convert the case to a Chapter
7 liquidation proceeding.  Documents submitted to the Court and
the Court's order itself did not disclose specific reasons for the
appointment of the Trustee.

A few weeks before the Trustee appointment, Rosenthal asked the
Court to issue a temporary restraining order against the Debtor in
order to refrain the Debtor from using, transferring, concealing,
assigning, and selling its property and assets that have been
pledged to Rosenthal as collateral and with respect to certain
property consigned to the Debtor as security for a credit facility
of $5 million extended by Rosenthal to the Debtor.

Based in West New York, New Jersey, Diastar, Inc. manufactures and
distributes jewelry.  The company filed for Chapter 11 protection
on March 17, 2008 (Bankr. D. N.J. Case No. 08-14641).  Gilberto M.
Garcia, Esq., at Garcia & Kricko, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total debts of $10,042,834.  It did not
disclose its total assets.


DIASTAR INC: Ch. 11 Trustee Seeks Wasserman Jurista as Counsel
--------------------------------------------------------------
Robert B. Wasserman, the Chapter 11 Trustee in Diastar Inc.'s
bankruptcy case, asks permission from the U.S. Bankruptcy Court
for the District of New Jersey to employ Wasserman Jurista & Stolz
P.C. as his counsel.

Wasserman Jurista will provide the Trustee with legal advice with
respect to his powers and duties in all matters pertaining to the
proper conduct and administration of the estate.

Documents submitted to the Court did not disclose the firm's
professional fees.

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

Based in West New York, New Jersey, Diastar, Inc. manufactures and
distributes jewelry.  The company filed for Chapter 11 protection
on March 17, 2008 (Bankr. D. N.J. Case No. 08-14641).  Gilberto M.
Garcia, Esq., at Garcia & Kricko, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total debts of $10,042,834.  It did not
disclose its total assets.


DIOMED HOLDINGS: Delivers Schedules of Assets and Liabilities
-------------------------------------------------------------
Diomed Holdings Inc. and Diomed Inc. submitted to the United
States Bankruptcy Court for the District of Massachusetts their
schedules of assets and debts, disclosing:

   Schedule                        Assets      Liabilities
   --------                      ----------    -----------
   A. Real Property
   B. Personal Property         $19,936,479
   C. Property Claimed as
      Exempt
   D. Creditors Holding                         $9,536,090
      Secured Claims
   E. Creditors Holding                            162,113
      Unsecured Priority
      Claims
   F. Creditors Holding                          5,045,282
      Unsecured Nonpriority
      Claims
                                 ----------    -----------
   TOTAL                        $19,936,479    $14,743,485

                       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, Diomed Inc., filed for Chapter 11
protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750
and 08-40749).  Douglas R. Gooding, Esq., at Choate Hall &
Stewart, represents the Debtors in their restructuring efforts.

The American Stock Exchange delisting of Diomed's stock is
effective on April 28, 2008, unless postponed by the Securities
and Exchange Commission.


DIOMED HOLDINGS: Engages Wolf Greenfield as Special Counsel
-----------------------------------------------------------
Diomed Holdings Inc. and Diomed Inc. obtained permission from the
United States Bankruptcy Court for the District of Massachusetts
to hire Wolf, Greenfield, and Sacks, P.C., as their special
counsel.

The firm will provide special intellectual property legal services
to the Debtors as well as patent maintenance work.

In the motion, the Debtors relate that since August 2003, the firm
represented them as outside intellectual property counsel in
regard to patent litigation, maintenance and other matters.

Among the litigation that Wolf Greenfield handled on behalf of the
Debtors is the case against AngioDynamics Inc., which is a patent
infringement suit resulting in a judgment in facor of the Debtors
of about $14.7 million.  According to a court document, the
defendants in that case appealed the judgment, and oral argument
on the merits of the appeal was set for April 10, 2008.  Diomed
also disclosed four other cases in which Wolf Greenfield
represented the Debtors.

The Debtors assured that Wolf Greenfield's role won't interfere
with that of its general bankruptcy counsel, McGuireWoods LLP, and
local counsel, Choate, Hall & Stewart LLP.

Based on the court document, Wolf Greenfield did not waive its
claim of about $511,272 for unpaid fees relating to prepetition
legal services it rendered to the Debtors.

Wolf Greenfield's current rates range from $350 to $685 for
attorneys and $170 for paralegals.

                       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, Diomed Inc., filed for Chapter 11
protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750
and 08-40749).  Douglas R. Gooding, Esq., at Choate Hall &
Stewart, represents the Debtors in their restructuring efforts.

The American Stock Exchange delisting of Diomed's stock is
effective on April 28, 2008, unless postponed by the Securities
and Exchange Commission.


DOWNEY FINANCIAL: Quarter Results Cue Moody's Rating Cut to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of Downey Financial Corp. to Ba1 from Baa2.  Downey Saving and
Loan Association's bank financial strength rating was downgraded
to D+ from C-, long term deposit rating to Baa3 from Baa1 and
short-term deposits to Prime-3 from Prime-2.  Moody's placed a
negative outlook on all Downey entities.  This action concludes
the review that began Jan. 24, 2008.

This rating action followed Downey's announcement of first quarter
2008 results which included a net loss of $248 million, continued
negative trends in nonperforming loans to 12% of total assets
(7.4% of total assets excluding performing troubled debt
restructurings) and a significant increase in loan charge-offs to
$37 million.  A key factor of the downgrade was the higher level
of first quarter 2008 charge-offs in Downey's first lien
residential mortgage portfolio.  This portfolio has a high
Southern California and option-ARM concentration.  This spike in
charge-offs questioned Moody's previous assumption that the
company's relatively low loan-to-value ratios at origination could
mitigate the severity of losses despite high non-performing
levels.  The rise in charge-offs is due to the severe house price
declines in Southern California.

"We expect charge-offs will continue to increase and anticipate
the related provisioning needs will result in Downey reporting
losses through 2008 and possibly into 2009," said Moody's Vice
President and Senior Credit Officer Craig Emrick.

Additionally, Moody's remains concerned about Downey's franchise
and its ability to return to a robust level of profitability even
after this period of asset quality stress is complete.  Downey has
a very small deposit market share and a marginal position in the
highly competitive mortgage sector.  The company's shrinking loan
portfolio has reduced profitability through decreased operating
leverage and a shift of assets to lower yielding securities.

In regards to capital levels, the quarter's loss decreased the
thrift's Tier I ratio by approximately 370 basis points to 15%.   
Although Downey's current capital remains high in relation to
other US banks, it does not outweigh the profitability and
franchise concerns discussed above.

Moody's does not see any liquidity issues at Downey as it
maintains a large amount of unutilized capacity with the Federal
Home Loan Bank.

Downgrades:

Issuer: Downey Financial Corp.

  -- Issuer Rating, Downgraded to Ba1 from Baa2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa2

Issuer: Downey Savings & Loan Association

  -- Bank Financial Strength Rating, Downgraded to D+ from C-

  -- Issuer Rating, Downgraded to Baa3 from Baa1

  -- OSO Rating, Downgraded to P-3 from P-2

  -- Deposit Rating, Downgraded to P-3 from P-2

  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa3 from Baa1

  -- Senior Unsecured Deposit Rating, Downgraded to Baa3 from Baa1

Outlook Actions:

Issuer: Downey Financial Corp.

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Downey Savings & Loan Association

  -- Outlook, Changed To Negative From Rating Under Review

Downey Financial Corp. is the parent of thrift Downey Savings and
Loan Association, both headquartered in Newport Beach, California.   
At March 31, 2008, Downey Financial Corp. reported assets of
$13.1 billion.


DUNE ENERGY: Dec. 31 Balance Sheet Upside-Down by $30.2 Million
---------------------------------------------------------------
Dune Energy Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed $616.6 million in total assets, $429.8 million in total
liabilities, and $217 million in redeemable convertible preferred
stock, resulting in a $30.2 million total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $55.8 million in total current
assets available to pay $95.7 million in total current
liabilities.

The company reported a net loss of $28.4 million in 2007, compared
with a net loss of $45.6 million in 2006.  The results for the
year ended Dec. 31, 2007, were favorably impacted by a
$15.3 million income tax benefit derived from the acquisition of
Goldking Energy Corporation in May 2007.

In 2007 the company's comprehensive loss totaled $46.0 million,
which included $3.8 million resulting from the accounting
treatment associated with a decline in the fair value of certain
hedges, plus $13.8 million of preferred dividends that were paid
via the issuance of additional shares of preferred stock.

Revenue totaled $84.3 million for calendar year 2007, versus
revenue of $7.6 million in 2006.  Production volumes were 580
Mbbls of oil and 5.5 Bcfs of natural gas.  This compares with 35
Mbbls of oil and 0.9 Bcfs of natural gas for the full year 2006.  

In 2007, the average sales price per barrel of oil was $76.14, and
$7.25 per Mcf for natural gas, as compared with $59.77 per barrel
and $5.99 per Mcf, respectively, in 2006.  The primary reasons
behind the increase in revenue were higher production and higher
average sales prices in 2007 versus 2006.

                        Costs and Expenses

Lease operating expenses, production taxes and transportation
totaled $32.4 million for calendar 2007.  This compares with
$2.0 million for the full year 2006.  The 2007 total includes a
significant number of non-recurring workovers which accounted for
$6.0 million of the total lease operating expense.  Production and
ad-valorem taxes accounted for an additional $7.6 million for the
year, while transportation and gathering in 2007 accounted for
$1.8 million.  

Depletion, depreciation and amortization expense was $36.3 million
for 2007, compared to $5.8 million for 2006.

General and administrative expenses increased $17.3 million from
the comparable 23006 period to $22.1 million.  The Goldking
acquisition was primarily responsible for the significant
increase.

On May 15, 2007, the company issued $300 million in Senior Secured
Notes at the rate of 10 1/2% per annum in order to finance the
Goldking acquisition.  Additionally, on April 16, 2007, the
company borrowed $65 million from Jefferies Funding at a rate of
14% per annum for 30 days as interim financing.  These factors
along with the amortization of the debt discount and deferred loan
costs give rise to an increase in interest expense of
$24.4 million to $31.1 million for 2007 compared to 2006.

                      Operational Highlights

In the Barnett Shale play, located primarily in Denton and Wise
Counties of North Texas, the company drilled 15 wells and acquired
another 3 wells in 2007.  At year end 2007, proved reserves
attributable to the Barnett Shale properties rose 35% from 24.7
Bcfe to 33.4 Bcfe.  At the Garden Island Bay field,  located in
Plaquemines Parish, Louisiana, the company drilled 10 wells and
realized significant production increases.

April production at Garden Island Bay was 5.8 MMcfe/day and
December averaged 15.1 MMcfe/day, a 160% increase.  At the Comite
field, located in East Baton Rouge Parish, Louisiana, the company
sidetracked an existing well to a deeper zone and established new
production and new proved reserves.  

At Chocolate Bayou, located in Brazoria County, Texas, the company
drilled a development well with an exploratory extension and
established a potentially significant new reservoir.  The well has
been completed in the shallower primary target at rates exceeding
3 MMcfe/day and 400 Bbl/day.  Additional drilling is anticipated
in this field during 2008.   

In addition, the company drilled several wells within other
fields, and completed numerous workovers, resulting in production
increasing to 44 MMcfe/day at year end, as compared with 29
MMcfe/day prior to the Goldking Energy acquisition.  This
represented a 52% increase in production volumes.  Proforma proved
reserves in the Gulf Coast properties increased from 117.1 Bcfe to
141.9 Bcfe at year end 2007, a 21% increase.  Capital expenditures
for these projects totaled $149.1 million.  Total proved reserves
rose 23% from 142 Bcfe to 175 Bcfe at year end 2007.

James A. Watt, president and chief executive officer stated, "We
are very pleased with the success of the program in 2007.  We put
a comprehensive organization together and implemented an
aggressive and successful drilling program in the second half of
last year.  For 2008, we have approved a $121 million capital
budget, primarily targeting development opportunities within our
existing fields.  During the first half of the year, we expect to
complete facilities improvements in existing fields, and commence
production of the wells initially drilled in late 2007.  

"Our drilling program will be much more active in the latter part
of the year, as we anticipate having facilities enhanced and
capable of handling increased production volumes.  Looking forward
into 2009 and beyond, Dune expects to exploit the very significant
potential upside of some of our deeper pools, such as Bayou Couba,
Garden Island Bay, and Leeville."

                       Goldking Acquisition

On May 15, 2007, the company completed its purchase of all of the
issued and outstanding shares of common stock of Goldking Energy
Corp.  The properties acquired cover over 100,000 gross acres
across 23 producing oil and natural gas fields along the Texas and
Louisiana Gulf Coast and in the fairway of the Barnett Shale in
north Texas.

The purchase price was $328.5 million, paid as follows: (a)
$310.5 million in cash and (b) 10,055,866 shares of the company's  
common stock, representing shares having a value of $18.0 million  
based on the closing price for the company's common stock on the
American Stock Exchange on April 13, 2007.  The cash portion of
the purchase price was financed from the net proceeds of the
$516 million offering of Senior Secured Notes and Preferred Stock.
The company icurred additional costs of $1.8 million related to
the acquisition.

                  Liquidity and Capital Resources

During 2007, net cash flow provided by operations increased by
$55.8 million to $54.2 million, compared to net cash used in  
operations of $1.6 million for 2006, primarily because of the
Goldking acquisition, increased oil and gas production and higher
hydrocarbon prices.

The company sells approximately 50% of its production at spot
market prices.  To mitigate price volatility and comply with the
terms of the company's credit arrangement with its lender, the
company employs various hedging contracts for the remaining
production in order to partially offset potential swings in
hydrocarbon prices.

The company incurred capital and drilling expenditures totaling
$540.4 million during 2007.  The capital expenditures included
$391.4 million for the Goldking acquisition, and $149.0 million
for exploration and development costs.

At Dec. 31, 2007, the company's long-term debt totaled
$287.2 million compared to $55.2 million in 2006.

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?2b0d

                        About Dune Energy

Headquartered in Houston, Dune Energy Inc. (Amex: DNE) --
http://www.duneenergy.com/ -- is an independent exploration and   
development company, with operations focused along the
Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin
Barnett Shale.  

The company's total proved reserves as of Dec. 31, 2007 were
175.4 Bcfe, consisting of 117.6 Bcf of natural gas and 9.6 MMbbls
of oil.  The PV-10 of the company's proved reserves at year end
was $728.6 million.  

                          *     *     *

Moody's Investor Service placed Dune Energy Inc.'s senior secured
debt, probability of default and long term corporate family
ratings at 'Caa2' in April 2007.  The ratings still hold to date
with a stable outlook.


E*TRADE ABS: Moody's Downgrades Rating on $260 Mil. Notes to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by E*Trade
ABS CDO VI, Ltd.:

Class Description: $260,000,000 Class A-1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

In addition, Moody's also downgraded these notes:

Class Description: $60,000,000 Class A-1J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $31,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $26,000,000 Class A-3 Secured Deferrable
Interest Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $14,000,000 Class B-1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $11,000,000 Class B-2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

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


FASHION HOUSE: Files for Chapter 11 Protection in California
------------------------------------------------------------
The Fashion House Inc. and its holding unit, The Fashion House
Holdings Inc., filed for Chapter 11 protection with the U.S.
Bankruptcy Court for the Central District of California.

The company did not disclose the reason for its bankruptcy filing.  
As reported in the Troubled Company Reporter on Nov. 26, 2007, the
Debtors' consolidated balance sheet at Sept. 30, 2007 already
showed $3.5 million in total assets and $19.6 million in total
liabilities, resulting in a $16.1 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007 also
showed strained liquidity with $3.1 million in total current
assets available to pay $15.6 million in total current
liabilities.

In addition, the company reported a net loss of $4.0 million on
net sales of $1.8 million for the third quarter ended Sept. 30,
2007, compared with a net loss of $1.7 million on net sales of
$3.3 million in the same period in 2006.

The net sales decrease was primarily attributable to late product
deliveries from the company's overseas factories.  The late
deliveries were caused by late payments to the factories due to
the company's continuing cash flow issues.

Based in Encino, California, The Fashion House Inc. --
http://www.thefashionhouseinc.com/-- designs, manufactures, and  
licenses women's designer footwear.


FASHION HOUSE: Case Summary & 23 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: The Fashion House, Inc.
             16633 Ventura Blvd., 6th Floor
             Encino, CA 91436

Bankruptcy Case No.: 08-12359

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        The Fashion House Holdings, Inc.           08-12363
        fka TDI Holdings Corp.,
        fka Kimball-Decar Corp.
        fka Kimball-Decar Corp.
        fka TangibleData, Inc.
        fka TangibleData, Inc.
        fka TDI Holdings Corp.
        fka TangibleData, Inc.
        fka TDI Holdings Corp.
        fka Kimball-Decar Corp.

Type of Business: The Debtors design, manufacture, and license
                  women's designer footwear.  See
                  http://www.thefashionhouseinc.com/

Chapter 11 Petition Date: April 16, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtors' Counsel: Daniel J Weintraub, Esq.
                     (dan@wsrlaw.net)
                  Weintraub & Selth APC
                  12424 Wilshire Blvd., Ste. 1120
                  Los Angeles, CA 90025
                  Tel: (310) 207-1494
                  http://www.wsrlaw.net/

                              Total Assets    Total Debts
                              ------------    -----------
   The Fashion House, Inc.        $257,318    $18,168,194

   The Fashion House               Unknown    $11,800,101
   Holdings, Inc.

A. The Fashion House, Inc.'s 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Westrec Capital Partners, LLC  Loan; value of        $11,696,101
16633 Ventura Blvd., 6th Floor security: $208,500
Encino, CA 91436

Oscar De La Renta, Ltd.        Trade debt            $1,786,015
550 Seventh Ave.
New York, NY 10018
Tel: (212) 282-0500

Gimo's Italiana S.P.A.         Trade debt            $472,754
Via Monte Bianco 1
35018 S. Martino Di Lupar,
ITALY

William Bradham and Richard    Judgment              $460,000
Traweek
Attn: Joseph Daniel Davis
1900 Avenue Of The Stars,
Suite 1800
Los Angeles, CA 90067

Artful Mind Industrial Ltd.    Judgment              $330,822
Rm. 15, 8/F, Metro Centre 1
32 Lamb Hing Street,
Kowloon Bay
Kowloon, HONG KONG
Attn: Mark A. Harmon
Hodgson Russ, LLP
1540 Broadway, 24th Floor
New York, NY 10036

Luckville Corp. S.A.           Trade debt            $239,433

Battersea Capital, Inc.        Loan                  $225,000

Kirkpatrick & Lockhart Preston Legal                 $171,444
Gates, et al

Richardson & Patel             Legal                 $156,693

Barry K. Rothman               Loan                  $141,733

Buying Service International   Trade debt            $115,624

Go Moda, Ltd.                  Trade debt            $87,923

Ultimate Financial Solutions   loan                  $65,000

Tyler Trafficante              trade debt            $62,000

Rival Design Studio            trade debt            $51,746

Innovative Custom Brands, Inc. trade debt            $48,448

Paychex                        trade debt            $48,400

6310 San Vicente Associates,   trade debt            $43,400
LLC

Michael Sachs                  loan                  $40,991

Rojana Calcados, Ltd.          trade debt            $40,400

B. The Fashion House Holdings, Inc.'s Three Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Westrec Capital Partners, LLC  Loan; value of        $11,696,101
16633 Ventura Blvd., 6th Floor security: $208,500
Encino, CA 91436

Ultimate Financial Solutions,  Trade debt            $65,000
LLC
450 Seventh Avenue, Suite 1408
New York, NY 10123

TCK Designs                    Judgment              $39,000
417 E. 57th Street, Ste. 32B
New York, NY 10022-3018
Attn: Manheimer & Charnas, LLP
747 Third Avenue, 37th Floor
New York, NY 10017


FORD CREDIT: S&P Assigns 'BB+' Rating on $31.5MM Class D Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Ford
Credit Auto Owner Trust 2008-B's $1.608 billion asset-backed notes
series 2008-B.

The ratings reflect:
     -- The characteristics of the pool being securitized;
     -- The credit enhancement in the form of subordination, cash,
        and excess spread that is augmented through the yield
        supplement overcollateralization amount;

     -- The extensive securitization performance history of Ford
        Motor Credit Co. (B/Stable/B-3);

     -- The timely interest and principal payments made under
        stressed cash flow modeling scenarios appropriate to the
        rating categories; and

     -- The transaction's legal structure.
   
   
                          Ratings Assigned
                 Ford Credit Auto Owner Trust 2008-B
   
           Class              Rating              Amount
           -----              ------              ------
           A-1                A-1+             $390,000,000
           A-2                AAA              $497,900,000
           A-3a               AAA              $359,200,000
           A-3b               AAA               $80,000,000
           A-4a               AAA              $120,700,000
           A-4b               AAA               $50,000,000
           B                  A+                $47,300,000
           C                  BBB+              $31,500,000
           D                  BB+               $31,500,000


FORSTER DRILLING: Feb. 29 Balance Sheet Upside-Down by $1,037,698
-----------------------------------------------------------------
Forster Drilling Corp.'s consolidated balance sheet at Feb. 29,
2008, showed $15,050,904 in total assets and $16,088,602 in total
liabilities, resulting in a $1,037,698 total stockholders'
deficit.

At Feb. 29, 2008, the company's consolidated balance sheet also
showed strained liquidity with $672,996 in total current assets
available to pay $9,181,208 in total current liabilities.

The company reported a net loss of $5,352,948 for the first
quarter ended Feb. 29, 2008, compared with a net loss of $838,243
in the same period in fiscal 2007.

Revenues decreased to $679,021 for the first quarter of fiscal
2008 from $1,430,880 for the same period in fiscal 2007.

Operating loss increased to $2,458,907 from $394,834 for the three
months ended Feb. 28, 2007.  

Other expenses increased from $443,409 for the three months ended
Feb. 28, 2007, to $2,894,041 for the three months ended Feb. 28,
2008.  Substantially all of the interest expense is comprised of
non-cash charges related to the company's financing activities.

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?2b02

                     Going Concern Disclaimer

LBB & Associates Ltd., LLP, in Houston, expressed substantial
doubt about Forster Drilling Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Nov. 30, 2007.  The auditing firm
pointed to the company's absence of significant revenues,
recurring losses from operations, and its need for additional
financing in order to fund its projected loss in 2008.

                      About Forster Drilling

Headquartered in Houston, Forster Drilling Corporation (OTC BB:
FODL.OB) -- http://www.forsterdrilling.com/-- is engaged in
in the refurbishing land drilling rigs and deploying them for use
by oil and natural gas producers.  Currently, the company provides
contract land drilling services in New Mexico to two different oil
and gas company customers.


FORTUNOFF: New Case Caption Reflects Name Change to FFJS
--------------------------------------------------------
Fortunoff Fine Jewelry and Silverware LLC's cases were
procedurally consolidated and jointly administered pursuant to the
U.S. Bankruptcy Court for the Southern District of New York's
order.

The Debtors sold substantially all of their assets to H
Acquisition LLC along with the Debtors' rights in and to the
"Fortunoff" and "The Source" trademarks, including all other
trademarks used by the Debtors or their subsidiaries.

Frank A. Oswald, Esq., at Togut Segal & Segal LLP, in New York,
relates that as a result of the Sale, the Debtors are required to
change their corporate name and the caption of their case to
reflect the new name.

Accordingly, the Debtors sought and obtained an order from the
Court amending the caption of their case pursuant to Rule 9004(b)
of the Federal Rules of Bankruptcy Procedure and Rule 9004-2 of
the Local Bankruptcy Rules of the District of Delaware.

The new caption of the Debtors' case names "FFJS, aka Fortunoff
Fine Jewelry and Silverware LLC, et al." as Debtors.  The chapter
11 cases are jointly administered under case no. 08-10353.

                        About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- is a family owned business since  
1922 founded by by Max and Clara Fortunoff.  Fortunoff offers
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite
stores in the New Jersey, Long Island, Connecticut and
Pennsylvania markets featuring outdoor furniture and grills
during the Spring/Summer season and indoor furniture (and in some
locations Christmas trees and decor) in the Fall/Winter season.

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns      
of Lord & Taylor from Federated Department Stores.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


FORTUNOFF: New CEO Aims to Fix Firm Despite Industry Woes
---------------------------------------------------------
Charles Chinni was appointed as chief executive to turn around the
Fortunoff chain after it was bought by NRDC Equity Partners LLC,
owner of the Lord & Taylor chain.

However, Mr. Chinni is faced with a number of hurdles because the
retail landscape, particularly in the home category, is looking
bleak and several retailers like Domain, Bombay and Levitz have
filed for Chapter 11 in the past year, Newsday.com reports.

According to the report, despite the retail industry's bleakness,
Marshal Cohen, chief industry analyst at the Port Washington
market research firm NPD Group says that Mr. Chinni is taking the
right approach by building on Fortunoff's strengths which is the
trend of people traveling less and enjoying their homes more.  
This means that there will be more demand for furniture which
Fortunoff can take advantage on.

Mr. Chinni, according to the same report, admits Fortunoff's
blueprint for the upcoming year is ambitious -- restructure and
revive Fortunoff's ailing core business of housewares and rapidly
expand the fine-jewelry and outdoor furniture operations.

According to Mr. Chinni, that includes finding the right
assortment of merchandise, creating clear and precise marketing
messages and emphasizing Fortunoff's strengths in its bridal
registry, fine-jewelry and outdoor furniture departments.

Meanwhile, Lord and Taylor has hired Roger Adams for the newly
created position of SVP and chief marketing officer.  According
to Home Textiles Today, Lord & Taylor plans to add home and
jewelry departments, leveraging the expertise of Fortunoff,  
which it acquired in March.  Mr. Adams, which served as chief
marketing officer for The Home Depot, will build on the Lord and
Taylor re-branding campaign that was launched last fall.

                        About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- is a family owned business since  
1922 founded by by Max and Clara Fortunoff.  Fortunoff offers
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite
stores in the New Jersey, Long Island, Connecticut and
Pennsylvania markets featuring outdoor furniture and grills
during the Spring/Summer season and indoor furniture (and in some
locations Christmas trees and decor) in the Fall/Winter season.

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns      
of Lord & Taylor from Federated Department Stores.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


FOUNDRY AT S. STRABANE: DCM Sells Stake in Various Entities
-----------------------------------------------------------
Secured creditor DCM Warehouse Series One LLC conducted a public
auction of its membership interests in various entities beginning
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.


FREEDOM COMMS: Decline in Cash Flow Cues Moody's Rating Reviews
---------------------------------------------------------------
Moody's Investors Service placed Freedom Communications' ratings
(Ba3 corporate family) under review for possible downgrade.  This
rating action was prompted by management's recent disclosure that
during 2007, the company's sales and free cash flow declined by 6%
and 27%, respectively, and that the declining trends experienced
in 2007 are continuing unabated and may intensify.  This indicates
a declining trend more severe than Moody's had previously
anticipated.

The review will consider the impact that these unrelenting trends
are likely to have upon Freedom's future free cash generation over
the rating horizon.  In particular, the review will assess whether
the current recessionary conditions in the print advertising
market, exacerbated by secular pressures, could significantly
compromise Freedom's near term cash flow generation, squeezing the
cushion of compliance under the covenants of its senior secured
credit agreement.  In addition, the review will focus on the
implications of a potential put by Freedom's sponsors of their
approximately $411 million of equity interest, permitted as early
as May 2009, that would place further strain upon Freedom's
liquidity management.

Ratings placed under review for possible downgrade:

  -- $300 million senior secured revolving credit facility due
     2011: (currently Ba3, LGD3, 31%)

  -- $350 million senior secured term loan A due 2011: (currently
     Ba3, LGD3, 31%)

  -- $300 million senior secured term loan A-1 due 2012:
     (currently Ba3, LGD3, 31%)

  -- Corporate Family rating: (currently Ba3)

  -- Probability of Default rating: (currently B1)

Freedom Communications is a newspaper and television broadcasting
operator based in Irvine, California.  For the fiscal year ended
Dec. 31, 2007, the company recorded total revenues of
$845 million.


FRONTIER AIRLINES: Discontinues Services Pact w/ Republic Airways
-----------------------------------------------------------------
Frontier Airlines Holdings, Inc., reached a mutual agreement with
Republic Airways Holdings to terminate an Airline Services
Agreement under Frontier Airlines Chapter 11 cases.  There will
be a structured reduction and gradual phase-out of Republic's 12
aircraft from Frontier's daily operation to be completed by mid-
June.

Republic Airways said it intends to file a damage claim for
approximately $260 million arising out of Frontier Airlines
rejection of the ASA.  The ultimate amount of the companys claim
will be determined in the future by the Bankruptcy Court.  The
ultimate recovery value of the claim is unknown at this time.

We appreciate the great job Republic has done in helping us serve
our customers, Frontier President and CEO Sean Menke said.  
Republic, while operating under the Frontier brand, provided a
safe, efficient and customer-friendly product that is hallmark to
our company.  Unfortunately with current economic conditions and
other business changes, we have been forced to drastically rethink
the use of regional aircraft in our fleet mix.

We have enjoyed our partnership with Frontier and have a lot of
respect for their people, Republic CEO Bryan Bedford said.  It's
unfortunate that despite their many efforts to reorganize their
business outside of Chapter 11, factors beyond their control
conspired to force a deeper reorganization.  We wish them success
in their continuing efforts to combat persistently high oil
prices.

The agreement provides for an orderly wind down under which
Republic Airways will remove four aircraft on May 1, 2008, an
additional six aircraft on June 2 and the final two aircraft on
June 23, 2008.  Immediately prior to Frontier's filing, Republic
Airways was generating approximately $6 million in gross monthly
revenues under the ASA.  Under the ASA, Frontier pays for certain
costs such as fuel and landing fees directly.

Republic Airways has additional commitments on five E170 aircraft
that would have otherwise been placed into service with Frontier
during the second half of 2008.  Republic Airways will seek to
place the aircraft into service with other airline partners and
sell the aircraft.

With 12 aircraft being removed from the fleet, Frontier also
disclosed these schedule changes designed to reallocate existing
aircraft into markets with more potential for long term
profitability:

   * Missoula, MT (MSO) - Service will not begin (originally
     scheduled to start May 16);

   * Sioux City, IA (SUX) - service discontinued on May 12, 2008;

   * Jacksonville, FL (JAX) - Service discontinued on May 31,
     2008;

   * Little Rock, AR (LIT) - Service discontinued on June 1, 2008;

   * Memphis, TN (MEM) - Service discontinued on June 1, 2008; and

   * Tulsa, OK (TUL) - Service discontinued on June 1, 2008.

                      About Republic Airways

Based in Indianapolis, Indiana, Republic Airways Holdings
(NASDAQ/NM: RJET) -- http://www.rjet.com/-- is an airline holding  
company that owns Chautauqua Airlines, Republic Airlines and
Shuttle America.  The airlines offer scheduled passenger service
on approximately 1,300 flights daily to 125 cities in 37 states,
Canada, Mexico and Jamaica through airline services agreements
with six U.S. airlines.  All of the airlines flights are operated
under their airline partner brand, such as AmericanConnection,
Continental Express, Delta Connection, Frontier Airlines, United
Express and US Airways Express.  The airlines currently employ
approximately 5,000 aviation professionals and operate 226
regional jets.

                     About Frontier Airlines

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; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


GAP INC: Fitch Affirms 'BB+' Ratings with Stable Outlook
--------------------------------------------------------
Fitch has affirmed its ratings on The Gap, Inc, as:

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured notes at 'BB+'.

The Rating Outlook is revised to Stable from Negative.  The rating
action affects approximately $188 million of debt.

Gap's rating reflects its considerable liquidity as reflected in
cash of $1.9 billion against debt of $188 million at the fiscal
year ending Feb. 2, 2008.  The company is expected to be debt free
after Mar. 1, 2009.  Gap has been a strong cash generator.  Free
cash flow has been positive in the past seven years ranging from a
low of $301 million in the poor retail year of 2001 to as high as
$1.8 billion in 2003.  Fitch expects that the company will remain
free cash flow positive in the intermediate term.

The rating also encompasses the significant pressure placed on the
top line given poor same store sales trends which has been
negative in each of the past three fiscal years.  The negative
trend continues into the current fiscal year with -6% in February
2008 and -18% in March 2008.  The slide in top line performance is
of concern as it has long term negative implications for the
business.  The company has significantly scaled back new store
additions domestically, which means that top line growth is
reliant on same store sales growth, international expansion and
online operations.

Additionally, the macro-economic environment and management
turnover at the brand level - particularly at Old Navy - is not
favorable towards a reversal of these trends.  Nevertheless, there
is additional focus on return on invested capital at the store
level, inventory discipline, and cost containment.  Management is
committed to maintaining significant cash balances at a current
minimum of $1.2 billion.  Fitch expects that Gap will maintain on
a clean balance sheet, keep liquidity high, and will pull back on
discretionary spending as needed.  Gap's minor debt burden and
strong liquidity underpin the rating.

Despite a weak economy and expected sales decline, the Stable
Outlook is based on the company's ability to comfortably meet its
capital and investment requirements as well as the expectation
that liquidity will remain strong and remaining debt will be
repaid by Mar. 1, 2009.  The risk to note-holders is low.

For the fiscal year ended Feb. 2, 2008, the company continued to
experience sales declines of 1.1% to $15.8 billion.  The EBIT
margin improved 60 basis points to 8.3% due to tighter inventory
management and more regular price selling.  Free cash flow was up
$734 million to $1.1 billion helped by the improvement in margins
and working capital.  As a result, both FFO fixed charge coverage
of 2.2 times and total adjusted debt/EBITDAR improved of 3x was an
improvement over the previous year.

Gap, Inc. is a global specialty retailer selling casual apparel,
accessories and personal care products under the Gap, Banana
Republic, and Old Navy brands names.  At the end of the fiscal
year the company had 3,167 stores.  The company does not own any
of its stores.


GE CAPITAL: Fitch Affirms 'B-' Rating on $5.9 Million Certificates
------------------------------------------------------------------
Fitch Ratings has upgraded GE Capital Commercial Mortgage Corp.'s
commercial mortgage pass-through certificates, series 2002-3, as:

  -- $17.6 million class G to 'AA+' from 'AA';
  -- $11.7 million class H to 'AA-' from 'A+';
  -- $27.8 million class J to 'A-' from 'BBB+';

In addition, Fitch has affirmed these classes:

  -- $219.6 million class A-1 at 'AAA';
  -- $553.8 million class A-2 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $46.8 million class B at 'AAA';
  -- $16.1 million class C at 'AAA';
  -- $26.3 million class D at 'AAA';
  -- $14.6 million class E at 'AAA';
  -- $10.2 million class F at 'AAA';
  -- $10.2 million class K at 'BBB';
  -- $8.8 million class L at 'BBB-;
  -- $10.2 million class M at 'BB';
  -- $8.8 million class N at 'B+';
  -- $5.9 million class O at 'B-'.

Fitch does not rate the $17.6 million class P certificates.

The rating upgrades are due to paydown and defeasance since the
last Fitch rating action.  Twenty-seven loans (24.9%) have
defeased, including two of the top ten loans (5.5%).  As of the
April 2008 distribution date, the pool has paid down 14% to
$1.01 billion from $1.17 billion at issuance.  The weighted
average coupon of the loans remaining in the pool is 6.48%.  In
addition, the weighted average DSCR is 1.60 times.

There have been no delinquent, specially serviced loans or losses
since issuance.

Eight loans (9%) are considered Fitch Loans of Concern due to
decreases in debt service coverage ratio, occupancy declines or
other performance issues.  This includes the fourth (2.8%) and
tenth (1.9%) largest loans in the pool, which are cross-
collateralized and cross-defaulted loans owned by the same
borrower secured by three multifamily buildings located in
downtown Denver, Colorado.  Combined occupancy at these properties
has declined from 95.4% at issuance to 91.5% at year-end 2007.  
The borrower has been offering concessions to maintain occupancy
levels.  As a result, the year end 2007 debt service coverage
ration was 0.90x and 0.89x, respectively.  These loans' higher
likelihood of default was incorporated into Fitch's analysis and
Fitch will continue to closely monitor the performance of these
loans.

Fitch reviewed the performance of the deal's one shadow rated loan
and underlying collateral.  The asset, the Westfield Shoppingtown
Portfolio (9%), is secured by two regional shopping malls
consisting of 911,194 square feet of in-line space located in
Santa Ana and Roseville, California.  Servicer reported net
operating income for year-end 2007 has increased 30.1% since
issuance at these properties.  In addition, the Roseville property
is undergoing a $250 million renovation which is expected to be
completed in the fall of 2008.  The loan maintains an investment
grade shadow rating.


GENERAL MOTORS: One Shift at Oshawa Truck Assembly Plant Resumes
----------------------------------------------------------------
According to a General Motors Corp. production statement, one
shift at its Oshawa truck assembly factory in Ontario had resumed
production of GMC Sierras and Chevrolet Silverados as of April 21,
2008.

However, its Oshawa car assembly plant, which produces Chevy
Impalas and Buick Allures and LaCrosses, has been partially
impacted by the workers' strike at American Axle & Manufacturing
Holdings Inc.  Approximately 3,998 hourly workers and 323 salaried
workers have been displaced.

In addition, 1,454 hourly workers at GM's Willow Run transmission
plant in Michigan was laid off due to the Axle labor protest.  
Roughly 219 salaried workers were also affected.

GM's Toluca Assembly plant in Mexico was also partially affected
by the Axle's strike, laying off 235 hourly workers and 67
salaried employees.  The plant makes Chey Silverados and Chevy
Kodiaks.

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

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/B-3) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expects American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.

To resolve the CreditWatch listings, S&P's will assess the
strike's impact on the companies' credit profiles, particularly
liquidity, once production resumes.  S&P could lower the ratings
any time prior to a resolution of the Axle strike if the liquidity
of the companies becomes compromised, although downgrades are not
likely for another several weeks.

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Fitch Ratings has affirmed the Issuer Default Rating of General
Motors at 'B', with a Rating Outlook Negative.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


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

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

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

During the fourth quarter of 2007, Goodyear completed an exchange
offer for outstanding notes for a cash payment and shares of
common stock.  Approximately 99% of the outstanding notes were
exchanged.  As a result, less than $4 million in aggregate
principal amount of notes remain outstanding.  If all remaining
outstanding notes are surrendered for conversion, the aggregate
number of shares of common stock issued would be approximately
300,000.

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

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 60 facilities in 26
countries and employs 80,000 people worldwide.  Goodyear has
subsidiaries in New Zealand, Venezuela, Peru, Mexico, Luxembourg,
Finland, Korea and Japan, among others.  

                          *     *     *

As reported by the Troubled Company Reporter-Europe on March 6,
2008, Fitch Ratings upgraded The Goodyear Tire & Rubber Company's
Issuer Default Rating to 'BB-' from 'B+' and senior unsecured debt
rating to 'B+' from 'B-/RR6'.


GOODYEAR TIRE: Board Approves 2008 Performance & Incentive Plans
----------------------------------------------------------------
The Goodyear Tire & Rubber Company disclosed in a regulatory
filing that on April 8, 2008, its shareholders and Board of
Directors approved the adoption of the 2008 Performance Plan and
the Management Incentive Plan.  The Compensation Committee of the
Board of Directors also approved forms of grant agreements under
the 2008 Plan.

                     2008 Performance Plan

The 2008 Plan is designed to advance the interests of Goodyear and
its shareholders by strengthening its ability to attract, retain
and reward highly qualified executive officers and other
employees, to motivate them to achieve business objectives
established to promote Goodyear's long term growth, profitability
and success, and to encourage their ownership of Common Stock.  
The 2008 Plan is also designed to enable Goodyear to provide
certain forms of performance-based compensation to senior
executive officers that will meet the requirements for tax
deductibility under Section 162(m) of the Internal Revenue Code of
1986, as amended.

The 2008 Plan authorizes grants and awards of stock options, stock
appreciation rights, restricted stock, restricted stock units, and
performance and other grants and awards.  A total of eight million
shares of Common Stock may be issued under the 2008 Plan.  Any
shares of Common Stock that are subject to awards of stock options
or stock appreciation rights will be counted as one share for each
share granted for purposes of the aggregate share limit and any
shares of Common Stock that are subject to any other awards will
be counted as 1.61 shares for each share granted for purposes of
the aggregate share limit.

The 2008 Plan will be administered by the Compensation Committee
of the Board of Directors which will have the sole authority to,
among other things: construe and interpret the 2008 Plan; make
rules and regulations relating to the administration of the 2008
Plan; select participants; and establish the terms and conditions
of grants and awards.

Any employee of Goodyear or any of its subsidiaries, including any
officer of Goodyear, selected by the Compensation Committee is
eligible to receive grants of stock options, stock appreciation
rights, restricted stock, restricted stock units, and performance
and other grants and awards under the 2008 Plan. Directors of
Goodyear are also eligible to receive awards (other than
performance awards) under the 2008 Plan.  The selection of
participants and the nature and size of grants and awards will be
wholly within the discretion of the Compensation Committee.  It is
anticipated that all officers of Goodyear will receive various
grants under the 2008 Plan and approximately 1,000 other employees
of Goodyear and its subsidiaries will participate in at least one
feature of the 2008 Plan.  A participant must be an employee of
the company or a subsidiary or a director of the company
continuously from the date a grant is made through the date of
payment or settlement thereof, unless otherwise provided by the
Compensation Committee.

The 2008 Plan will remain in effect until April 8, 2018, unless
sooner terminated by the Board of Directors. Termination will not
affect grants and awards then outstanding.

                     Management Incentive Plan

The MIP is designed to advance the interests of Goodyear and its
shareholders and assist Goodyear in motivating, attracting and
retaining executive officers by providing incentives and financial
rewards to those executive officers that are intended to be
deductible to the maximum extent possible as "performance-based
compensation" within the meaning of Section 162(m) of the Code.  
The MIP will become effective as of January 1, 2009.

The MIP will be administered by the Compensation Committee, which
has broad authority to administer and interpret the MIP and its
provisions as it deems necessary and appropriate.

Board-appointed officers of Goodyear who are designated by the
Board of Directors as "Section 16 officers" and are selected by
the Compensation Committee to participate in the MIP are eligible
to receive awards under the MIP.  Under the MIP, each participant
is eligible to receive a maximum performance award equal to a
percentage of Goodyear's EBIT for a performance period established
by the Compensation Committee.  "EBIT" means the Company's net
sales, less cost of goods sold, and selling, administrative and
general expenses, as reported in the Company's consolidated
statement of operations for the applicable performance period,
prior to accrual of any amounts for payment under the MIP for the
performance period, adjusted to eliminate the effects of charges
for restructurings, discontinued operations, extraordinary items,
other unusual or non-recurring items, and the cumulative effect of
tax or accounting changes, each as defined by generally accepted
accounting principles or identified in the Company's consolidated
financial statements, notes to the consolidated financial
statements or management's discussion and analysis of financial
condition and results of operations.

Specifically, Goodyear's Chief Executive Officer is eligible to
receive a performance award equal to 0.75% of EBIT for a
performance period and the other participants in the MIP are each
eligible to receive a performance award equal to 0.5% of EBIT for
a performance period.  The actual performance award granted to a
participant is determined by the Compensation Committee, which
retains the discretionary authority to reduce or eliminate (but
not increase) a performance award based on its consideration of,
among other things, corporate and/or business unit performance
against achievement of financial or non-financial goals, economic
and relative performance considerations, and assessments of
individual performance.  Each award under the MIP will be paid in
cash, provided that the Compensation Committee may in its
discretion determine that all or a portion of an award shall be
paid in shares of Common Stock, restricted stock, stock options or
other stock-based or stock denominated units that are issued
pursuant to Goodyear's equity compensation plans in existence at
the time of the grant.

                        About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 60 facilities in 26
countries and employs 80,000 people worldwide.  Goodyear has
subsidiaries in New Zealand, Venezuela, Peru, Mexico, Luxembourg,
Finland, Korea and Japan, among others.  

                          *     *     *

As reported by the Troubled Company Reporter-Europe on March 6,
2008, Fitch Ratings upgraded The Goodyear Tire & Rubber Company's
Issuer Default Rating to 'BB-' from 'B+' and senior unsecured debt
rating to 'B+' from 'B-/RR6'.


GREY WOLF: Board Approves $3 Billion Merger Deal with Basic Energy
------------------------------------------------------------------
Grey Wolf Inc. and Basic Energy Services Inc.'s boards of
directors 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 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.

                         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.

                          *     *     *

Grey Wolf still carries Moody's Investors Service Ba3 corporate
family rating which was last placed on July 31, 2006.  Outlook is
Stable.


GREY WOLF: Moody's Reviews 'Ba3' Ratings on Basic Energy Merger
---------------------------------------------------------------
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.


GREY WOLF: S&P Puts Ratings Under Positive Watch on Basic Merger
----------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on oilfield
services firms Grey Wolf Inc. and Basic Energy Services Inc.,
including the 'BB-' corporate credit ratings, on CreditWatch with
positive implications.

"The rating action follows the announcement of an agreement to a
'merger of equals' between the two companies," explained Standard
& Poor's credit analyst Jeffrey Morrison.

While Grey Wolf will be the surviving legal entity, senior
management will consist of officers from both Grey Wolf and Basic
Energy.  The transaction is expected to close in the third quarter
of 2008, subject to approval by both companies' respective
shareholders, the receipt of financing proceeds, and regulatory
approval.

Under the terms of the agreement, Grey Wolf shareholders will
receive $1.82 in cash and 0.25 shares of new Grey Wolf stock for
each share of Grey Wolf, and Basic Energy shareholders will
receive $6.70 in cash and 0.91 shares of new Grey Wolf stock for
each share of Basic Energy.  S&P expect a new credit facility,
including a committed $600 million term loan, and available cash
balances will fund the cash outlay to shareholders.

Despite the additional debt in the capital structure, S&P expect
pro forma leverage to remain relatively modest at below 2.0x on a
debt to EBITDA basis.  Further, the expected free cash flow
profile of the combined entity could allow for some debt reduction
over the intermediate term.

The positive CreditWatch listing reflects the potential for a
ratings upgrade or affirmation in the near term.  Substantially
increased operational scale, a broadened product and service
offering, and moderate pro forma debt leverage could warrant a
one-notch upgrade of Grey Wolf.  Given that Grey Wolf will be the
surviving legal entity, the rating on Basic Energy will be the
same as that of Grey Wolf.  S&P expect to resolve the CreditWatch
listing prior to close of the transaction, following a meeting
with management and corresponding full review of the combined
entity, capital structure, and business plan.  S&P will comment on
potential issue and recovery rating changes at that time.

Grey Wolf's outstanding convertible note issues could be converted
at their holders' option prior to or after the close of the
transaction.  S&P expect Basic Energy's senior unsecured notes to
remain outstanding obligations of the new entity, but they will
become secured upon the transaction's close.

The combined entity will have pro forma revenues and EBITDA of
$1.7 billion and $632 million (as of Dec. 31, 2007), respectively.
We expect the addition of Basic Energy's well servicing, fluid
services, and completion and remedial services businesses will
complement Grey Wolf's primarily land-drilling-focused operations.  
Correspondingly, the combined entity will derive about 53% of its
revenues from land contract drilling operations, 19% from well
servicing, 15% from fluid services, and 13% from completion and
remedial services.  S&P expect liquidity to be ample upon close of
the transaction, with full availability under a new $325 million
revolver and over $150 million in cash and equivalents.


GS MORTGAGE: Fitch Lifts Rating to BB+ from BB on $3.3MM Loans
--------------------------------------------------------------
Fitch Ratings has upgraded GS Mortgage Securities Corp. II Series
2004-C1 as:

  -- $16.7 million class D to 'AAA' from 'AA';
  -- $12.3 million class E to 'AA+' from 'A';
  -- $13.4 million class F to 'A+' from 'A-';
  -- $7.8 million class G to 'A' from 'BBB';
  -- $7.8 million class H to 'BBB+' from 'BBB-'.
  -- $5.6 million class J to 'BBB' from 'BB+';
  -- $3.3 million class K to 'BB+' from 'BB'.

Fitch has also affirmed these classes:

  -- $218 million class A-1 at 'AAA';
  -- $190.5 million class A-2 at 'AAA';
  -- $138.1 million class A-1A at 'AAA';
  -- Interest only classes X-1 and X-2 at 'AAA';
  -- $20.1 million class B at 'AAA';
  -- $7.8 million class C at 'AAA';
  -- $3.3 million class L at 'BB-'.
  -- $4.5 million class M at 'B+';
  -- $3.3 million class N at 'B';
  -- $3.3 million class O at 'B-'.

Fitch does not rate the $13.4 million class P.

The upgrades reflect increased credit enhancement due to the
repayment of six loans and scheduled amortization since Fitch's
last rating action.  As of the April 2008 distribution date, the
pool has paid down 25%, to $669.3 million from $892.3 million at
issuance.  Fifteen loans (36.9%) have defeased.  There are
currently no delinquent or specially serviced loans.

Fitch has reviewed the performance of the remaining non-defeased
shadow rated loan, The Water Tower Center (7.8%).  The loan, which
is secured by a regional anchored shopping mall located in
Chicago, Ilinois, maintains its investment grade shadow rating due
to stable performance.  There are a total of six pari passu notes
A-1 through A-6 with the A-3 and A-4 pieces included in the trust.  
As of year end 2007, occupancy decreased to 83.8% from 96.1% at
issuance due to Lord & Taylor store closing.  The American Girl
has signed a 15-year lease for part of the vacated space which
starts in September 2008.  The loan is amortizing and is scheduled
to mature in September 2010.

Four loans (5.8%) have been identified as Fitch loans of concern
due to declining performance.  The largest Fitch loan of concern
(1.9%) is secured by a 107,650 square foot office property in Las
Vegas, Nevada.  Servicer reported debt service coverage ratio as
of YE 2007 was 0.99 times, compared to DSCR of 1.49x at issuance.   
The property lost a major tenant in December 2006 which occupied
8.8% of the property and the borrower has been actively marketing
the vacant space.  Current occupancy has improved to 78.1% from
69.4% as of YE 2007, but is still down from 89.5% at issuance.

The second largest Fitch loan of concern (1.1%) is secured by a
50,165 SF office property in Suisun City, California.  The loan
matured on April 1, 2008 but was not repaid on the maturity date.  
The borrower has been granted a 30 day extension by the Special
Servicer to pay off the loan.

Nineteen loans (32.9%) are scheduled to mature in 2008, including
15 non-defeased loans (17.8%).  The interest rates on these loans
range from 4.2% to 5.43% with weighted average coupon of 4.72%.  
Servicer reported YE06 DSCR ranges from 0.49x to 3.67x with
weighted average DSCR at 2.17x.


HANOVER SECURITIES: SIPC Sets April 28 as SIPA Claims Bar Date
--------------------------------------------------------------
Customers of Hanover Investment Securities Inc. who wish to avail
themselves of the protection afforded to them under the Securities
Investor Protection Act of 1970 are required to file their claims
with the Securities Investor Protection Corporation, as trustee,
on or before April 28, 2008.  Customers may file their claims up
to six months after the date of this Feb. 28, 2008 notice;
however, filing of claims after April 28 but within the six month
period may result in less protection for the customer.

All claims must be filled with the trustee at:

     805 15th Street, N.W., Suite 800
     Washington, D.C. 20005
  
Customer claims will be deemed filed when received by the trustee.

Forms for the filing of customer claims and relation information
are mailed to customer of the Debtor as their names and addresses
appear on the Debtor's books and records.

The Securities Investor Protection Corporation --
http://www.sipc.org/-- is the U.S. investor's first line of   
defense in the event a brokerage firm fails owing customer cash
and securities that are missing from customer accounts.  From the
time Congress created it in 1970 through December 2006, SIPC has
advanced $505 million in order to make possible the recovery of
$15.7 billion in assets for an estimated 626,000 investors.  
Although not every investor is protected by SIPC, SIPC estimates
that no fewer than 99 percent of persons who are eligible have
been made whole in the failed brokerage firm cases that it has
handled to date.

SIPC either acts as trustee or works with an independent court-
appointed trustee in a brokerage insolvency case to recover funds.  
The statute that created SIPC provides that customers of a failed
brokerage firm receive all non-negotiable securities that are
already registered in their names or in the process of being
registered.  At the same time, funds from the SIPC reserve are
available to satisfy the remaining claims of each customer up to a
maximum of $500,000.  This figure includes a maximum of $100,000
on claims for cash.

Hanover Investment Securities Inc. is a broker-dealer firm located
in Madisonville, Louisiana.


HASKELL PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Haskell Properties, Inc.
        2900 E. Pettigrew Street
        Durham, NC 27703

Bankruptcy Case No.: 08-80596

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

Chapter 11 Petition Date: April 21, 2008

Court: Middle District of North Carolina (Durham)

Debtor's Counsel: J. Marshall Shelton, Esq.
                  Ivey, McClellan, Gatton & Talcott, LLP
                  Email: jms@imgt-law.com
                  P.O. Box 3324
                  Greensboro, NC 27402
                  Tel: (336) 274-4658, (336) 274-4540

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


HAWKER BEECHCRAFT: Moody's Lifts Liquidity Rating; Holds B2 Rating
------------------------------------------------------------------
Moody's Investors Service raised Hawker Beechcraft Acquisition
Company, LLC's Speculative Grade Liquidity Rating to SGL-1 from
SGL-3.  At the same time, the rating agency affirmed the company's
Corporate Family and Probability of Default ratings of B2 and the
individual instrument ratings, and refreshed Loss Given Default
estimates.  The outlook is stable.

The SGL-1 liquidity designation reflects a strong liquidity
profile flowing from a cash balance of about $570 million at the
start of 2008 and expectations of free cash flow generation over
the coming twelve months.  Those expectations also make it
unlikely that the company's revolving credit facility of
$400 million will be used in the coming year.  Moody's would
anticipate that Hawker Beechcraft may experience a significant
increase in working capital requirements during 2008 as production
of the Hawker 4000 ramps up.  However, final FAA certification has
not yet been issued. Once those deliveries commence, internal cash
flows are expected to quickly transition to positive territory as
contributions from other aircraft programs continue and seasonal
factors unwind.  Cash resources may be supplemented with
anticipated business disposition proceeds of a further
$128.5 million.  This contrasts with current maturities of long
term debt during the current calendar year of $13 million and
$57 million outstanding under an unsecured trade credit
arrangement.  The company is expected to maintain ample room under
its net secured debt EBITDA financial covenant over the course of
the year despite two scheduled step-downs in the maximum ratio
from 4.63 times at the end of March 2008 to 4.13 times at the end
of March 2009.  Bank liens against substantially all of the firm's
tangible and intangible assets constrain the ability to arrange
alternative liquidity.

Hawker Beechcraft's Corporate Family and Probability of Default
ratings have been affirmed at B2.  The ratings recognize a highly
levered capital structure atop of a strong global market for
general aviation products and services that produced a record
order book for Hawker Beechcraft and its competitors in the
business aircraft market.  Although the company performed ahead of
expectations since its March 2007 acquisition by private equity
sponsors and several credit metrics could be indicative of a
higher rating, the B2 corporate family rating considers potential
volatility in working capital as well as the longer-term cash flow
cycles of business jet manufacturers.  Historically, markets
addressed by the company's aviation products and services have
been subject to significant cycles affected by prospects for
corporate earnings in North America.  However, during 2007
international markets accounted for some 39% of its revenues and
60% of its $6.3 billion backlog compared to 35%, 43% and
$4.1 billion respectively in 2006.  The broader geographic base,
higher backlog and ongoing demand for replacement parts in its
customer service segment could soften any downdraft from the
domestic economy that may develop.  Those factors also serve to
mitigate a certain degree of concentration in its customer base
(NetJets on a global basis accounted for under 10% of revenue in
2007 but 41% of the backlog).

Significantly, the timing of final certification and delivery of
Hawker 4000 aircraft along with associated working capital
investment has been pushed into 2008 from the 2007 plan.   
Nonetheless, in 2007 the company achieved record revenues,
certified four new products, expanded its EBIT margins (adjusted
for purchase accounting entries), and supplemented its cash from
operations through the sale of used aircraft and collection of
inherited finance receivables.  Initial interest and cash flow
metrics have been strong for the rating category, but, going
forward, need to consider the impact which capital requirements
for ramping production of the Hawker 4000 are likely to create.  
In the context of historically volatile cash flows, debt EBITDA of
roughly 6 times remains aggressive for the B2 corporate family
rating.  In addition, Hawker Beechcraft will need to renegotiate
its labor agreements with its IAM union in early August.

The outlook remains stable.  Although the company has a strong
liquidity profile and benefits from visibility in its order book,
requirements associated with the Hawker 4000 could be sizable and
renewing its labor agreements while maintaining a competitive cost
structure establish near term financial and operational hurdles.   
Once those issues are behind the company and a strategic decision
on the ultimate deployment of its cash holdings is reached, the
outlook may be revisited.  Moody's notes the bank credit agreement
has a rather flexible restricted payment provision that could
increase based upon a defined "Cumulative Retained Excess Cash
Flow Amount" and certain baskets.

Ratings upgraded

  -- Speculative Grade Liquidity Rating to SGL-1 from SGL-3

Ratings affirmed with updated Loss Given Default estimates:

  -- Corporate Family, B2

  -- Probability of Default, B2

  -- $400 million secured bank revolving credit facility, Ba3
     (LGD-2, 28%)

  -- $1,287 million secured bank term loan, Ba3 (LGD-2, 28%)

  -- $110 million secured synthetic letter of credit facility, Ba3
     (LGD-2, 28%)

  -- $400 million unsecured notes due 2015, B3 (LGD-5, 74%)

  -- $400 million "PIK election" notes due 2015, B3 (LGD-5, 74%)

  -- $300 million senior subordinated notes due 2017, Caa1
     (LGD-6, 94%)

The last rating action was on March 5, 2007 at which time initial
ratings were assigned.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.


HEXCEL CORP: S&P Holds 'BB' Rating and Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
aerospace supplier Hexcel Corp. to positive from stable.  At the
same time, S&P affirmed its ratings, including the 'BB' corporate
credit rating, on the company.  About $370 million of debt is
outstanding.

"The outlook revision is based on improving profitability and
credit protection measures, benefiting from growth in core
markets, operational leverage, and debt reduction, despite high
levels of capital spending," said Standard & Poor's credit analyst
Roman Szuper.
     
The ratings on Hexcel reflect participation in the cyclical and
competitive commercial aerospace industry, significant investment
in carbon fiber capacity needed to support increasing jetliner
production rates, and uncertainty arising from on ongoing proxy
contest over director nominations.  Those factors are partly
offset by the company's position as the world's largest
manufacturer of advanced composite materials, generally favorable
market conditions, and financial profile that is somewhat better
than average for the rating.

Stamford, Connecticut-based Hexcel is a leader in the composites
industry, producing lightweight, high-performance carbon fibers,
industrial fabrics, specialty reinforcements, carbon prepregs,
structural adhesives, honeycomb, and composite structures for the
commercial aerospace, defense and space, and industrial sectors.  
The company concentrates on serving growing markets in which it
has competitive advantage.

The outcome of a proxy contest over director nominations remains
uncertain until the annual meeting of stockholders, which is
scheduled for May 8, 2008.  OSS Capital, an activist hedge fund,
is proposing three nominees for the board of directors and is
opposing three members proposed by Hexcel (out of 10 directors
nominated by Hexcel for reelection).  OSS, which owns 5.5% of
Hexcel's common stock, stated its main concern as Hexcel's
financial underperformance (especially profit margins); as a
consequence, OSS alleges that shareholder value is not maximized.  
OSS offers no specific actions to address its concerns, aside from
its proposal for board nominees.  The nominating and governance
committee of Hexcel's board offered to add one of the OSS
candidates to the existing board, but the offer was rejected.  S&P
will monitor the situation and any potential adverse effect on
credit quality.

Continued favorable conditions in core markets, ongoing gains in
operating efficiency, and further strengthening in credit
protection measures could lead to a ratings upgrade over the next
12 months.  S&P could revise the outlook to stable if the slowing
global economy has a greater-than-expected effect on the company's
sales and profits.  Hexcel's financial policy or strategic
direction may change somewhat if OSS representatives join the
board of directors either through a proxy win or a settlement with
the company.  S&P would assess the rating outlook if Hexcel's
financial policy becomes more aggressive.


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.

The operations of the company have primarily been funded by the
issuance of capital stock and debt financing.  Continued
operations of the company are dependent on the company's ability
to complete additional equity financings or generate profitable
operations in the future.

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.


INDYMAC MORTGAGE: Fitch Junks Ratings on Two Certificate Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on IndyMac mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are now removed.  
Affirmations total $125.4 million and downgrades total
$110.4 million.

Indymac Home Equity Mortgage Loan Asset-Backed Trust SPMD 2003-A
Group 1
  -- $5.1 million class AF-4 affirmed at 'AAA';
  -- $9.2 million class AF-5 affirmed at 'AAA';
  -- $1.6 million class MF-1 downgraded to 'BBB' from 'A+';
  -- $0.7 million class MF-2 downgraded to 'B' from 'BBB+';
  -- $0.6 million class BF downgraded to 'CCC/DR2' from 'BB'.

Deal Summary
  -- Originators: IndyMac
  -- 60+ day Delinquency: 10.95%
  -- Realized Losses to date (% of Original Balance): 1.64%

Indymac Home Equity Mortgage Loan Asset-Backed Trust SPMD 2003-A
Group 2
  -- $8.0 million class AV-2 affirmed at 'AAA';
  -- $14.7 million class MV-1 downgraded to 'A' from 'AA';
  -- $1.1 million class MV-2 downgraded to 'BBB' from 'A';
  -- $0.5 million class MV-3 downgraded to 'BB+' from 'BBB+';
  -- $0.4 million class MV-4 downgraded to 'BB' from 'BBB';
  -- $0.5 million class MV-5 affirmed at 'B';
  -- $0.3 million class BV downgraded to 'C/DR5' from 'CCC'.

Deal Summary
  -- Originators: IndyMac
  -- 60+ day Delinquency: 21.07%
  -- Realized Losses to date (% of Original Balance): 1.29%

Home Equity Mortgage Loan Asset-Backed Trust SPMD 2004-A
  -- $14.7 million class M-1 affirmed at 'AA';
  -- $22.0 million class M-2 affirmed at 'A';
  -- $5.6 million class M-3 downgraded to 'BBB+' from 'A-';
  -- $11.7 million class M-4 downgraded to 'BB' from 'BBB';
  -- $4.9 million class M-5 downgraded to 'B+' from 'BB';
  -- $3.5 million class M-6 affirmed at 'B'.

Deal Summary
  -- Originators: IndyMac
  -- 60+ day Delinquency: 30.74%
  -- Realized Losses to date (% of Original Balance): 1.54%

IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD
2004-C
  -- $4.9 million class A-II-3 affirmed at 'AAA';
  -- $36.0 million class M-1 affirmed at 'AA+';
  -- $21.4 million class M-2 affirmed at 'AA';
  -- $12.8 million class M-3 downgraded to 'A+' from 'AA-';
  -- $12.8 million class M-4 downgraded to 'BBB+' from 'A+';
  -- $10.5 million class M-5 downgraded to 'BBB' from 'A';
  -- $9.8 million class M-6 downgraded to 'BBB-' from 'A-';
  -- $7.5 million class M-7 downgraded to 'BB' from 'BBB+';
  -- $7.5 million class M-8 downgraded to 'BB' from 'BBB';
  -- $7.5 million class M-9 downgraded to 'BB-' from 'BBB-'.

Deal Summary
  -- Originators: IndyMac
  -- 60+ day Delinquency: 28.55%
  -- Realized Losses to date (% of Original Balance): 1.34%


INFE-HUMAN: Feb. 29 Balance Sheet Upside-Down by $202,635
---------------------------------------------------------
INFe-Human Resources Inc.'s consolidated balance sheet at Feb. 29,
2008, showed $3,174,492 in total assets and $3,377,127 in total
liabilities, resulting in a $202,635 total stockholders' deficit.

At Feb. 29, 2008, the company's consolidated balance sheet also
showed strained liquidity with $898,768 in total current assets
available to pay $3,205,766 in total current liabilities.

The company reported a net loss of $446,452 for the first quarter
ended Feb. 29, 2008, compared with a net loss of $196,235 in the
same period in fiscal 2007.

Revenues were $1,478,787 for the three months ended Feb. 29, 2008,
as compared to $1,644,044 for the three months ended Feb. 28,
2007, a decrease of $165,257 or 10.1%.  This decrease reflects a
reduction in staffing revenues as a result of both a downturn in
economic conditions and the continued elimination of low margin
work.

Loss from staffing operations for the three months ended Feb. 29,
2008, was $187,406 as compared to income of $50,552 for the three
months ended Feb. 28, 2007.

Loss from Daniels Advisory Consulting operations for the three
months ended Feb. 29, 2008, was $131,492 compared to a loss of
$114,765 for the comparable period of 2007, an increase of $16,727
or 14.5%.  

Net interest expense was $127,554 and $132,022 for the three
months ended Feb. 29, 2008 and Feb. 28, 2007, respectively, a
decrease of $4,468 or 0.3%.  This decrease was primarily
attributable to the overall decrease in revenue and accordingly a
decrease in interest on factored receivables.

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?2b01

                     Going Concern Disclaimer

Miller Ellin Company, LLP expressed substantial doubt aboutInfe
Human Resources Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Nov. 30, 2007.  The auditing firm pointed to the company's
net losses for the years ended Nov. 30, 2007, and 2006.  The
auditing firm also stated that the company has long-term
liabilities and current operating expenses substantially in excess
of its working capital.  

As of Feb. 29, 2008, the Company had a working capital deficit of
$2,307,298 and an accumulated deficit of $4,331,320.

                    About INFe-Human Resources

INFe-Human Resources Inc. (OTC BB: IFHR.OB) -- provides human
resource administrative management, executive compensation plans,
and staffing services to client companies in the United States.
The company's staffing services includes temporary and permanent
placement for professional and non-professional employment, direct
placement, and contract staffing.


ISCHUS MEZZANINE: Moody's Junks Ratings on Five Classes of Notes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Ischus Mezzanine CDO IV,
Ltd.:

Class Description: $150,000,000 Super Senior Swap dated as of
June 27, 2007

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $100,000,000 Class A-1 Second Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

In addition, Moody's also downgraded these notes:

Class Description: $80,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $50,000,000 Class A-3 Fourth Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $54,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $16,000,000 Class C Sixth Priority Senior
Secured Deferrable Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $21,500,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

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


JACOBS FINANCIAL: Feb. 29 Balance Sheet Upside-Down by $9,447,840
-----------------------------------------------------------------
Jacobs Financial Group Inc.'s consolidated balance sheet at
Feb. 29, 2008, showed $6,425,777 in total assets, $4,041,751 in
total liabilities, and $11,831,866 in total mandatorily
redeemable preferred stock, resulting in a $9,447,840 total
stockholders' deficit.

The company reported a net loss of $310,256 on total revenues of
$261,826 for the third quarter ended Feb. 29, 2008, compared with
a net loss of $240,285 on total revenues of $190,283 in the
corresponding period ended Feb. 28, 2007.

The overall increase in revenues is attributable to the  
acquisition of First Surety Corp. and the surety business it has
secured since Jan. 1, 2006.

Net loss from operations decreased to $185,680 in the three months
ended Feb. 29, 2008, versus a net loss of $257,585 in the same
period in fiscal 2007, mainly as a result of increases in revenues
from insurance premiums and commisions.

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?2b06

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 17, 2007,
Pittsburgh, Pa.-based Malin, Bergquist & Company LLP expressed
substantial doubt about Jacobs Financial Group Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended May 31, 2007.
The auditing firm pointed to the company's significant net working
capital deficit and operating losses.

Losses are expected to continue until the company's insurance
company subsidiary, First Surety Corporation develops substantial
business.  

In addition, the company is restricted from withdrawing monies
from FSC without the prior approval of the Insurance Commissioner
of the State of West Virginia.  Of the company's investments and
cash in the amount of $5,069,298 as of Feb. 29, 2008, $4,988,308
is restricted to FSC.  

Furthermore, additional capital raised pursuant to the sale of
Series A preferred stock of the company in connection with the
issuance of partially-collateralized surety bonds must be
contributed by the company into the surplus accounts of FSC.  
Accordingly, because of these restrictions, as of Feb. 29, 2008, a
significant deficiency in working capital exists.

                      About Jacobs Financial

Headquartered in Charleston, West Va., Jacobs Financial Group Inc.
(OTC BB: JFGI.OB) through its subsidiaries, provides investment
advising, investment management, surety business, security
brokerage, and related services.  Subsidiaries include Jacobs &
Co., which provides investment advisory services; FS Investments,
a holding company organized to develop surety business through the
formation and acquisition of companies engaged in the issuance of
surety bonds and FSI's wholly-owned subsidiary Triangle Surety
Agency, which places surety bonds with insurance companies.
Subsidiary Crystal Mountain Water holds mineral property in
Arkansas.


JOCKEYS' GUILD: Pays $780,095 to Unsecured Creditors Under Plan
---------------------------------------------------------------
The Jockeys' Guild Inc. submitted a bankruptcy plan Tuesday to the
U.S. Bankruptcy Court for the Western District of Kentucky, The
Associated Press relates.

AP says that the Debtor expects to receive $213,000 every month
from jockeys and tracks.

Under the plan, the Debtor hopes to pay $780,095 to unsecured
creditors and satisfy its other liabilities, AP reports.

Headquartered in Louisville, Kentucky, Jockeys' Guild Inc. --
http://www.jockeysguild.com/-- is a labor union based in
Monrovia, California, representing thoroughbred horse racing and
quarter horse professional jockeys.  The company filed for chapter
11 bankruptcy protection on Oct. 12, 2007 (Bankr. W.D. Ky. Case
No. 07-33600) in hopes to solve problems relating to its insurance
through its bankruptcy filing.  Lea Pauley Goff, Esq. and Gregory
D. Pavey, Esq. at Stoll Keenon Ogden PLLC represent the Debtor in
its restructuring efforts.  In schedules filed with the Court, the
Debtor disclosed total assets of $3,796,376 and total debts of
$3,039,456.


KENTUCKY STREET: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Kentucky Street, LLC
        1500 E. Woodland Ave.
        Woodland, CA 95695

Bankruptcy Case No.: 08-25009

Chapter 11 Petition Date: 08-25009

Court: Eastern District of California

Judge: Thomas Holman

Debtor's Counsel: W. Steven Shumway, Esq.
                  2140 Professional Dr., Ste. 250
                  Roseville, CA 95661
                  Tel: (916) 789-8821

Total Assets: $2,500,000

Total Debts:  $2,500,000

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


KIMBALL HILL: Files for Chapter 11 Protection to Restructure Debt
-----------------------------------------------------------------
As part of its ongoing strategy to reposition the company in light
of current challenges faced by the homebuilding industry, Kimball
Hill, Inc., aka Kimbal Hill Homes, and certain of its subsidiaries
have filed voluntary Chapter 11 petitions for reorganization in
the U.S. Bankruptcy Court for the Northern District of Illinois.  
The companys financial service businesses are excluded from the
filing.

As reported in the Troubled Company Reporter on March 17, 2008,
two default notices were sent to Inspirada and Kyle Canyon
Gateway, two housing projects in Las Vegas and joint ventures
involving Focus Property Group, Toll Brothers Inc., KB Home,
Beazer Homes USA Inc., Pulte Homes Inc., The Ryland Group Inc.,
and Lennar Corp.  Kimball Hill Homes, one of Toll's partners, is
part of the Inspirada development.  The default notices were
issued after an interest payment on a $765 million loan was left
unpaid.  Kimball Hill Homes has an existing waiver agreement with
its lender group that will expire on May 9, 2008.

While its asset base remains strong, the company has been impacted
by many of the factors which have adversely impacted the
homebuilding industry over the last 18 months.  These factors have
included the downturn in the housing market, severe challenges in
the credit and mortgage markets, diminished consumer confidence,
increased foreclosures and higher cancellation rates.

The decision was difficult to make, but we believe it is in the
best interests of all of our stakeholders, Ken Love, president
and CEO, said.  Filing for Chapter 11 will allow us to
restructure our debt and other obligations, bringing our capital
structure in line with current market realities.

Mr. Love noted that in response to the challenging housing market,
Kimball Hill has already successfully implemented a number of
initiatives aimed at improving operating performance, including
reducing overhead costs and the recent decision to exit the
Florida market by the end of 2008.

Our issues are financial, not operational.  The next step in our
restructuring is to strengthen our capital structure and position
our company to weather the current storm that has hit the housing
and capital markets.  We have had significant discussions with
potential plan sponsors and our senior lenders already, and we
hope to agree on a reorganization plan in the next 90 days, Mr.
Love said.  We will continue to sell, build and deliver homes
without interruption.

As of the filing date, the company had in excess of $60 million in
cash, which will provide the company with more than ample
liquidity to fund daily operations including postpetition payments
to contractors and trade partners and to meet customer and
employee obligations through the duration of the restructuring.

Although companies entering Chapter 11 often require an infusion
of cash to finance ongoing operations, we are fortunate to be
entering Chapter 11 with an extremely favorable liquidity position
and the support of our senior lenders, allowing us to avoid the
sometimes steep costs of incremental financing, Mr. Love said.

We are committed to maintaining our normal operations, including
all construction and sales activities, during the restructuring
process, Mr. Love said.  Kimball Hill customer satisfaction
levels are at the highest levels in our history.  We will maintain
our high standards of excellence and our commitment to strong
customer service remains our number one priority.

The company said it has taken steps to ensure that all of its
customer programs continue without interruption including its
comprehensive warranties.

We are extremely grateful to our customers, our associates, and
our suppliers who continue to support the Company, Mr. Love said.  
Kimball Hill has been developing communities, building homes and
supporting the American Dream of home ownership for 39 years.  
During our 39-year history we have successfully managed our way
through a number of cyclical downturns.  Our homes will continue
to stand out for their quality construction and innovative design
for many more decades to come.

Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest  
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.


KIMBALL HILL: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Kimball Hill, Inc.
             aka 18th and Peoria, LLC
             aka Cactus Hills, LLC
             aka East Lake Park
             aka Edgewater, LP
             aka Gables at Hiddenbrook, LP
             aka Hunters Ridge First, LP
             aka Huntington Chase, LP
             aka Indian Trails, LP
             aka KH Financial Holding Co.
             aka KH Ingham Park South, LLC
             aka KH SRAV II, LLC
             aka KHH Texas Trading Co., LP
             aka Kimball Hill & Associates, Inc.
             aka Kimball Hill Bellevue Ranch, LLC
             aka Kimball Hill Chadwick Farm, LP
             aka Kimball Hill Far East Detroit, LLC
             aka Kimball Hill Homes
             aka Kimball Hill Homes Austin Investments, LLC
             aka Kimball Hill Homes Austin Operations, LLC
             aka Kimball Hill Homes Austin, LLP
             aka Kimball Hill Homes Austin, LP
             aka Kimball Hill Homes California, Inc.
             aka Kimball Hill Homes Dallas Investments, LLC
             aka Kimball Hill Homes Dallas Operations, LLC
             aka Kimball Hill Homes Dallas, LLP
             aka Kimball Hill Homes Dallas, LP
             aka Kimball Hill Homes Florida, Inc.
             aka Kimball Hill Homes Houston Investments, LLC
             aka Kimball Hill Homes Houston Operations, LLC
             aka Kimball Hill Homes Houston, LLP
             aka Kimball Hill Homes Houston, LP
             aka Kimball Hill Homes Illinois, LLC
             aka Kimball Hill Homes Nevada, Inc.
             aka Kimball Hill Homes Ohio, Inc.
             aka Kimball Hill Homes Oregon, Inc.
             aka Kimball Hill Homes Realty Florida, Inc.
             aka Kimball Hill Homes San Antonio, LP
             aka Kimball Hill Homes Texas Investments, LLC
             aka Kimball Hill Homes Texas Operations, LLC
             aka Kimball Hill Homes Texas, Inc.
             aka Kimball Hill Homes Washington, Inc.
             aka Kimball Hill Homes Wisconsin, Inc.
             aka Kimball Hill Marbella Estates, LP
             aka Kimball Hill Shamrock Farm, LP
             aka Kimball Hill Sheldon Lakes, LLC
             aka Kimball Hill Stateway, Inc.
             aka Kimball Hill Texas Investment Co., LLC
             aka Kimball Hill TX Properties, LLC
             aka Kimball Hill Urban Centers Chicago One, LLC
             aka Kimball Hill Urban Centers Chicago Two, LLC
             aka Kimball Hill Urban Centers Special Purposes, LLC
             aka Kimball Hill Urban Centers, LLC
             aka Kimball Hill Villages, LLC
             aka Kimball Hill, Inc.
             aka Kimball Mountain First, LP
             aka Legend Lakes, LP
             aka Mallard Pointe, LP
             aka National Credit & Guaranty Corp.
             aka Park Shore, LLC
             aka Parkview, LP
             aka Parkview, LP
             aka Powers Hill Homes, Inc.
             aka River Oaks Home, LLP
             aka River Oaks Homes, LLP
             aka River Oaks Realty, LLP
             aka River Oaks Realty, LP
             aka River Oaks Realty, LP
             aka River Pointe, LP
             aka River Pointe, LP
             aka Stateway Gardens Associates , LLC
             aka Stonehill Square, LLC
             aka Stonehill Square, LLC
             aka Terramina, LLC
             aka The Hamilton Place Partnership
             aka Village North Associates, LLC
             aka Waterford, LP
             aka Whispering Meadow, LP
             aka White Oak, LP
             5999 New Wilke Rd., Ste. 504
             Rolling Meadows, Il 60008

Bankruptcy Case No.: 08-10095

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        18th and Peoria, LLC                       08-10102
        KH Financial Holding Co.                   08-10107
        KH Ingham Park South, LLC                  08-10111
        KHH Texas Trading Co., LP                  08-10116
        Kimball Hill Far East Detroit, LLC         08-10119
        Kimball Hill Homes Austin, LP              08-10121
        Kimball Hill Homes California, Inc.        08-10122
        Kimball Hill Homes Dallas, LP              08-10123
        Kimball Hill Homes Florida, Inc.           08-10125
        Kimball Hill Homes Houston, LP             08-10126
        Kimball Hill Homes Illinois, LLC           08-10128
        Kimball Hill Homes Nevada, Inc.            08-10130
        Kimball Hill Homes Ohio, Inc.              08-10131
        Kimball Hill Homes Oregon, Inc.            08-10132
        Kimball Hill Homes Realty Florida, Inc.    08-10134
        Kimball Hill Homes San Antonio, LP         08-10135
        Kimball Hill Homes Texas Investments, LLC  08-10136
        Kimball Hill Homes Texas Operations, LLC   08-10138
        Kimball Hill Homes Texas, Inc.             08-10140
        Kimball HIll Homes Washington, Inc.        08-10141
        Kimball Hill Homes Wisconsin, Inc.         08-10144
        Kimball Hill Stateway, Inc.                08-10146
        Kimball Hill Texas Investment Co., LLC     08-10147
        Kimball Hill Urban Centers Chicago One,    08-10149
        LLC
        Kimball Hill Urban Centers Chicago Two,    08-10151
        LLC
        Kimball Hill Urban Centers Special         08-10153
        Purposes, LLC
        Kimball Hill Urban Centers, LLC            08-10156
        National Credit and Guaranty Corp.         08-10158
        The Hamilton Place Partnership             08-10159

Type of Business: The Debtors are homebuilding companies in the
                  US.  They design, build and market attached and
                  detached single-family residences, town homes
                  and condominiums.  They operate in several
                  metropolitan markets and divides their business
                  into five major geographic regions: Illinois,
                  Texas, Nevada, California and Florida.  As of
                  December 31, 2007, they controlled approximately
                  17,810 homesites for development.  They
                  also offer mortgage financing services and
                  title insurance to its homebuyers through joint
                  ventures with unaffiliated third parties.  See
                  http://www.kimballhillhomes.com/

Chapter 11 Petition Date: April 23, 2008

CourTel: (Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtors' Counsel: Ray C. Schrock, Esq.
                  Email: rschrock@kirkland.com
                  Kirkland & Ellis, L, LP
                  200 East Rando, LPh Drive
                  Chicago, IL 60601
                  Tel: (312) 861-2413
                  http://www.kirkland.com

Debtors' Consolidated Financial Condition as of December 31, 2007:

Total Assets: $795,473,000

Total Debts:  $631,867,000

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Indenture Trustee              Unsecured Bonds       $203,000,000
Attn: Corporate Trust Services
U.S. Bank N.A.
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107
Fax: (651) 495-8097

Cesari Response Television,    Trade Debt            $91,675
Inc.
1414 Dexter Avenue N. Ste. 300
SEATTLE, WA 98109
Tel: (800) 585-7975
Fax: (206) 826-0200

Clark County Treasurer         Trade Debt            $73,762
500 S. Grand Central Pkwy.,
1st Flr.
P.O. Box 551220
Las Vegas, NV 89155-1220
Tel: (702) 455-4323
Fax: (702) 455-5969

San Antonio Water Services     Trade Debt            $30,779
P.O. Box 2990
San Antonio, TX 78299-2990
Tel: (210) 704-7297
Fax: (210) 233-4160

Ten-Voss                       Trade Debt            $27,306
8554 Katy Freeway, Ste. 301
Houston, TX 77024
Tel: (713) 270-7700
Fax: (7413) 270-6285

Ritz-Carlton, Lake Las Vegas   Trade Debt            $20,000
1610 Lake Las Vegas
Henderson, NV 89011
Tel: (702) 567-7400
Fax: (702) 567-4777

Providence Community           Trade Debt            $17,800
Association
8360 E. Via de Ventura,
Ste. l-100
Scottsdale, AZ 85258

Consumer Source, Inc.          Trade Debt            $16,252
dba Houston New Home Guide
P.O. Box 402035
Atlanta, GA 30384
Tel: (800-216-1428
Fax: (770-396-9532

Interspace Airport Advertising Trade Debt            $15,450
Attn: Flori Lockwitch
P.O. Box 847247
4635 Crackersport Road
Allentown, PA
Dallas, TX 75284-7247
Tel: (610) 395-8002
Fax: (610) 395-4450

Fort Bend MUD                  Trade Debt            $13,090
12535 Reed Rd.
Sugarland, TX 77478
Tel: (281) 277-0129
Fax: (281) 277-0028

Leading Edge Personnel         Trade Debt            $12,833
P.O. Box 2675
San Antonio, TX 78299
Tel: (210) 308-0900
Fax: (210) 30835

Lamar Advantage of Austin      Trade Debt            $11,900
7020 US Hwy. 290 E.
Austin, TX 78723
Tel: (800) 524-4599
Fax: (512) 451-6645

Lifestyle Designs              Trade Debt            $11,600
Attn: ROBERT BLAIR
1964 West Gray, Ste. 200
Houston, TX 77019
Tel: (713) 524-2821
E-mail: r-blair.lifestyle@swbell.net

Builders Sign Co.              Trade Debt            $11,355
Attn: Veronica Neumaier
2315 Louetta Rd.
Spring, TX 77388
Tel: (281) 353-2429
Fax: (281) 353-5800

Decks by Monday                Trade Debt            $11,000
Attn: David Lee Smithson
1810 Callaway Dr.
Alvin, TX 77511
Tel: (281) 844-3331

Metro Code Analysis            Trade Debt            $10,727
Attn: Michelle Kirchner
2630 West Freeway, Ste. 200
Fort Worth, TX 76102
Tel: (817) 335-1497
Fax: (817) 335-5733

Konica Minolta Business        Trade Debt            $10,463
P.O. Box 403718
Atlanta, GA 30384
Tel: (800) 456-6422
Fax: (800) 862-2490

New Home Technologies          Trade Debt            $9,937
Attn: Alpana Ahora
11900 R.R. 620 N.
Austin, TX 78750
Tel: (512) 651-8875
Fax: (512) 371-9552

EX2 Solutions, Inc.            Trade Debt            $9,526
11900 R.R. 620 NORTH
Austin, TX 78750
Tel: (512) 651-8807
Fax: (512) 371-9552

Builder Homesite, Inc.         Trade Debt            $8,558
P.O. Box 847905
Dallas, TX 75284
Tel: (512) 371-3800
Fax: (512) 371-9552

Game Film Consultants          Trade Debt            $8,510
P.O. Box 10027
Austin, TX 78766
Tel: (866) 334-3456
Fax: (713-339-1802

Houston Chronicle              Trade Debt            $8,435
P.O. Box 200088
Houston, TX 77216
Tel: (713-362-7716
Fax: (713-362-3575

New Home Magazine and          Trade Debt            $8,372
Map Guide
181 Butcher Rd.
Vacaville, CA 95687
Tel: (707) 451-9990
Fax: (707) 451-9922

Konica Minolta Business        Trade Debt            $7,861
Solutions
21146 Network Place
Chicago, IL 60673
Tel: (800) 456-6422
Fax: (800) 862-2490

Nevada Power Co.               Trade Debt            $7,391
P.O. Box 30086
Reno, NV 89520
Tel: (702) 367-5555
Fax: (702) 579-9303

JWDI, Inc.                     Trade Debt            $7,133
1499 N. Post Oaks, Ste. 114
Houston, TX 77055
Tel: (713) 680-2064

Northwest MUD                  Trade Debt            $5,920
P.O. Box 3150
Houston, TX 77253

8965 S Eastern LLC             Trade Debt            $5,775
4755 Dean Martin Dr.
Las Vegas, NV 89103
Tel: (702) 221-8226
Fax: (702) 221-1256

Westpark Communication         Trade Debt            $5,687
3731 Briar Park, Ste. 200
Houston, TX 77042
Tel: (713) 785-3238
Fax: (713) 977-5944

Modspace                       Trade Debt            $5,380
P.O. Box 641595
Pittsburgh, PA 15264
Tel: (713) 678-7499
Fax: (713) 678-7374


KLIO III: Moody's Reviews 'Ba2' Rating on 60,000 Preferred Shares
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Klio III
Funding, Ltd. on review for possible downgrade:

Class Description: $205,000,000 Class A-1 Floating Rate Notes due
2040,

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

Class Description: $75,000,000 Class A-2 Floating Rate Subordinate
Notes due 2040

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

Class Description: $50,000,000 Class B Floating Rate Subordinate
Notes due 2040

  -- Prior Rating: A3
  -- Current Rating: A3, on review for possible downgrade

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

Class Description: $40,000,000 Class C Floating Rate Junior
Subordinate Notes due 2040.

  -- Prior Rating: Baa2
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: 60,000 Preferred Shares, Par Value $0.01 Per
Share

  -- Prior Rating: Ba1
  -- Current Rating: Ba2, on review for possible downgrade

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


KRONOS INT'L: Fitch Chips ID Rating to BB- with Stable Outlook
--------------------------------------------------------------
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.


LB-UBS COMMERCIAL: S&P Junks Ratings on Two Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
LB-UBS Commercial Mortgage Trust 2005-C7.  Concurrently, S&P
affirmed its ratings on the remaining 21 classes from this
transaction.

The lowered ratings reflect S&P's anticipation that credit support
will erode upon the eventual resolution of the three loans
($20.2 million, 1% of the pool) that are currently with the
special servicer, Midland Loan Services Inc.  Liquidity concerns
stemming from appraisal reduction amounts totaling $10.4 million
that were applied to the three specially serviced loans also
prompted the downgrades.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
The largest loan with the special servicer, Embassy Manor
Apartments ($8.6 million), is secured by a 334-unit apartment
complex in Detroit, Michigan.  The loan was transferred to Midland
in August 2007 due to a monetary default and is now in
foreclosure.  Reported occupancy was 70% as of February 2008, and
the property is currently operating at a loss.  Midland plans to
market the property for sale once it receives the title for the
property after the six-month redemption period.  A $4.4 million
ARA is in effect for this loan.
     
The second-largest specially serviced loan, 1900 Euclid Avenue
($6.5 million), is secured by a building in Cleveland, Ohio, that
was converted from office space to 80 residential and three
commercial/retail units.  The loan, which is in foreclosure, was
transferred to the special servicer in January 2007 due to payment
default.  Occupancy was 98% as of March 2008.  The property is
currently being marketed for sale.  An ARA of $3.4 million is in
effect, which is based on an August 2007 appraisal.   
     
The remaining loan with Midland, 645 Penn Street ($5.1 million),
is 90-plus-days delinquent and is secured by a 108,400-sq.-ft.
class B office building in Reading, Pennsylvania.  The loan was
transferred to the special servicer in December 2007 due to
imminent default after the borrower indicated that operating cash
flow was insufficient to cover debt service payments.  Reported
occupancy was approximately 53% as of March 2008.  A receiver for
the property is currently in place.  Midland has filed for
foreclosure.  An ARA of $2.6 million is in effect for this loan.
     
The master servicer, Wachovia Bank N.A., reported a watchlist
of 16 loans totaling $137.6 million (6%).  The largest loan on the
watchlist, 1155 Market Street ($22.8 million, 1%), is secured by a
140,800-sq.-ft. office property in San Francisco, California.  The
loan was placed on the watchlist because the lease with the City
of San Francisco, which occupies 99% of the space, expired in
January 2008.  A new five-year lease has been approved.  The
master servicer reported a debt service coverage for this loan of
1.28x for the nine months ended Sept. 30, 2007.  The remaining
loans are on the watchlist due to low DSCs, low occupancies,
and/or upcoming lease expirations.

As of the April 17, 2008, remittance report, the trust collateral
consisted of 135 mortgage loans with an aggregate outstanding
pooled principal balance of $2.30 billion, compared with
$2.35 billion and the same number of loans at issuance.  Wachovia
reported financial information for 99% of the loans in the pool.  
Excluding $44.0 million of collateral that was defeased, 64% of
the servicer-reported information was partial- or full-year 2007
data.  Based on this information, Standard & Poor's calculated a
weighted average DSC of 1.62x, compared with 1.51x at issuance.  
The current weighted average DSC calculation includes loans
totaling approximately 30% of the pooled balance that originally
had partial interest-only periods from 12 to 60 months.  With the
exception of the three loans with the special servicer, all of the
loans in the pool are current.  To date, the trust has not
experienced any losses.

The top 10 exposures secured by real estate have an aggregate
principal balance of $1.24 billion (54%).  Partial- or full-year
2007 financial information was provided for eight of the top 10
exposures.  Based on this information, Standard & Poor's
calculated a weighted average DSC of 1.75x, up from 1.59x at
issuance.  Standard & Poor's reviewed the property inspection
reports provided by Wachovia for the assets underlying the top 10
exposures, and all were reported to be in "good" or "excellent"
condition.

Five of the top 10 exposures exhibited credit characteristics
consistent with those of investment-grade obligations at issuance
and continue to do so.

Details of these loans are:
     -- The largest exposure in the pool, 200 Park Avenue, has a
        trust balance of $285.1 million (12%) and a whole-loan A
        note balance of $900.0 million.  In addition, the
        borrower's equity interests in the property secure
        mezzanine loans totaling $450.0 million.  The loan is
        secured by a 58-story, class A office building totaling
        2.9 million-sq.-ft. in Midtown Manhattan.  The master
        servicer reported a DSC of 1.82x for the six months ended
        June 30, 2007, and an occupancy of 97% as of September
        2007.  Standard & Poor's derived valuation is comparable
        to its level at issuance.  

     -- The third-largest exposure in the pool, Courtyard by
        Marriott Portfolio, has a whole-loan balance of
        $550.0 million consisting of a $520.0 million A note that
        is split into three pieces ($177.9 million makes up 8% of
        the trust balance) and a $30.0 million B note held outside
        the trust.  In addition, the borrower's equity interests
        in the properties secure mezzanine loans totaling
        $128.9 million.  Sixty-four select-service hotels totaling
        9,443 rooms in 29 states secure the loan.  Wachovia
        reported a DSC of 1.42x for the year ended Dec. 31, 2005,
        and 69% occupancy as of December 2007.  Standard & Poor's
        adjusted net cash flow has increased 12% since issuance.

     -- The fourth-largest exposure in the pool, Reckson Portfolio
        I, has a whole-loan balance of $196.1 million that is
        divided into two pieces: a $122.9 million A note that
        makes up 5% of the trust balance and $73.2 million in
        subordinate debt that is held outside the trust.  The loan
        is secured by nine class A office buildings totaling
        1.3 million sq. ft. in New York, New Jersey, and
        Connecticut.  Wachovia reported a weighted average DSC of
        2.69x for the nine months ended Sept. 30, 2007, and 92%
        weighted average occupancy as of February 2008.  Standard
        & Poor's derived NCF has increased 8% since issuance.

     -- The sixth-largest exposure in the pool, 1166 Avenue of the
        Americas, has a trust balance of $99.9 million (4%) and a
        whole-loan balance of $458.9 million.  The loan is secured
        by 21 condominium units located on floors 22-44 (excluding
        the mechanical floor 33) totaling 902,200 sq. ft. of a 44-
        story 1.7 million-sq.-ft. class A office building in
        Midtown Manhattan.  The nontrust balance of $359.0 million
        is in the 1166 Avenue of the Americas Commercial Mortgage
        Trust II series 2005-C6 transaction; on Dec. 6, 2007, S&P
        lowered its rating on one certificate and affirmed its
        ratings on nine certificates from this deal.  S&P
        evaluated the loan as a credit-tenant-lease securitization
        and it is partially dependent on the credit rating on
        Marsh & McLennan Cos. (BBB-/Stable/A-3).

     -- The eighth-largest exposure in the pool, Cherryvale Mall,
        has a whole-loan balance of $90.4 million that is split
        into two portions: a $80.4 million senior pooled portion
        that makes up 4% of the trust balance and a $10.0 million
        subordinate nonpooled portion that provides the sole
        source of cash flow to the CM-1, CM-2, CM-3, and CM-4
        raked certificates, which are not rated by Standard &
        Poor's.  The loan is secured by 683,700 sq. ft. of a
        777,200-sq.-ft. regional mall in Rockford, Illinois.
For         
        the year ended Dec. 31, 2007, the master servicer reported
        a DSC of 1.73x and 98% occupancy.  Standard & Poor's
        adjusted NCF decreased 11% since issuance due to increased
        operating expenses.  
    
Standard & Poor's stressed various loans in the mortgage pool as
part of its analysis, including those with the special servicer,
those on the watchlist, and those that were otherwise considered
credit impaired.  The resultant credit enhancement levels
adequately support the lowered and affirmed ratings.
  

                         Ratings Lowered

             LB-UBS Commercial Mortgage Trust 2005-C7
           Commercial mortgage pass-through certificates

                      Rating
                      ------
      Class       To         From          Credit enhancement
      -----       --         ----           -----------------
      N           B+         BB-                  1.65%
      P           B-         B+                   1.53%
      Q           CCC+       B                    1.27%
      S           CCC        B-                   1.02%

                          Ratings Affirmed

              LB-UBS Commercial Mortgage Trust 2005-C7
           Commercial mortgage pass-through certificates

              Class       Rating    Credit enhancement
              -----       ------     ----------------
              A-1         AAA              30.55%
              A-2         AAA              30.55%
              A-3         AAA              30.55%
              A-AB        AAA              30.55%
              A-4         AAA              30.55%
              A-1A        AAA              30.55%
              A-M         AAA              20.37%
              A-J         AAA              11.84%
              B           AA+              11.22%
              C           AA                9.69%
              D           AA-               8.41%
              E           A+                7.39%
              F           A                 6.37%
              G           A-                5.22%
              H           BBB+              4.46%
              J           BBB               3.69%
              K           BBB-              2.67%
              L           BB+               2.29%
              M           BB                1.78%
              X-CP        AAA                N/A
              X-CL        AAA                N/A


                     N/A  -- Not applicable.


LEINER HEALTH: Trustee Appoints Seven Members to Creditors' Panel
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appoints
seven members to the Official Committee of Unsecured Creditors in
Leiner Health Products Inc. and its debtor-affiliates' Chapter 11
cases.

The Committee members include:

   1) U.S. Bank National Association
      Attn: Timothy J. Sandell
      60 Livingston Avenue
      St. Paul, MN 55107
      Tel: (651) 495-3959
      Fax: (651) 495-8100

   2) BASF Corporation
      Attn: Peter Argiriou
      100 Campus Drive
      Florham Park, NJ 07932
      Tel: (973) 245-6577
      Fax: (973) 245-6779

   3) Dr. Reddy's Laboratories, Inc.
      Attn: Jennifer K. Benenson, Esq.
      200 Somerset Corporate Boulevard, 7th Floor
      Bridgewater, NJ 08807
      Tel: (908) 203-4904
      Fax: (908) 203-6509

   4) Berry Plastics Corporation
      Attn: Ronda L. Hale
      101 Oakley Street
      Evansville, IN 47710
      Tel: (812) 366-2354
      Fax: (812) 434-9454

   5) DSM Nutritional Products, Inc.
      Attn: Hugh C. Welsh
      45 Waterview Boulevard
      Parsippany, NJ 07054
      Tel: (973) 257-8208
      Fax: (973) 257-8312

   6) Colorcon, Inc.
      Attn: John T. Fry
      415 Moyer Boulevard
      West Point, PA 19486
      Tel: (215) 661-2610
      Fax: (215) 661-2210

   7) NatureGen, Inc.
      Attn: Lee Zhong
      7340-A Trade Street
      San Diego, CA 92121
      Tel: (858) 578-5580
      Fax: (858) 578-5581

                       About Leiner Health

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- manufacture and supply store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  The Debtors selected Garden City Group
Inc. as noticing, claims and balloting agent.  The U.S. Trustee
for Region 3 appointed creditors to serve on an Official Committee
of Unsecured Creditors in these cases.  As reported in the
Troubled Company Reporter on April 10, 2008, the Debtors'
schedules of assets and liabilities showed total assets of
$133,412,547 and total debts of $477,961,526.

                          *    *    *

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


LEINER HEALTH: Committee Wants to Employ Saul Ewing as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Leiner Health
Products Inc. and its debtor-affiliates' Chapter 11 cases asks the
U.S. Bankruptcy Court for the District of Delaware to employ Saul
Ewing LLP as its counsel.

Saul Ewing will, among others, advise the Committee with respect
to its rights, duties and powers in the Debtors' Chapter 11 cases,
assist the Committee with its consultations with the Debtors, and
assist the Committee in preparing pleadings and applications as
may be necessary in furtherance of the Committee's interests and
objectives.

Jeremy W. Ryan, Esq., a partner at Saul Ewing, tells the Court
that the firm's professionals bill:

      Mark Minuti           Partner         $510
      Jeremy W. Ryan        Partner         $390
      Ryan M. Murphy        Partner         $195
      Monica A. Molitor     Paralegal       $180

      Partners                          $335 - $650
      Special Counsel                   $250 - $440
      Associates                        $175 - $330
      Paraprofessionals                  $95 - $215

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

                       About Leiner Health

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- manufacture and supply store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  The Debtors selected Garden City Group
Inc. as noticing, claims and balloting agent.  The U.S. Trustee
for Region 3 appointed creditors to serve on an Official Committee
of Unsecured Creditors in these cases.  As reported in the
Troubled Company Reporter on April 10, 2008, the Debtors'
schedules of assets and liabilities showed total assets of
$133,412,547 and total debts of $477,961,526.

                          *    *    *

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


LEINER HEALTH: Panel Wants FTI Consulting as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Leiner Health
Products Inc. and its debtor-affiliates' Chapter 11 cases asks the
U.S. Bankruptcy Court for the District of Delaware to employ FTI
Consulting Inc. as its financial advisors.

FTI will assist the Committee in the review of financial related
disclosures required by the Court, information and analysis
required under the debtor-in-possession financing agreement, and
advise the Committee with respect to the Debtors' identification
of core business assets and the disposition of these assets.

Samuel E. Star, a senior managing director with FTI Consulting,
tells the Court that the firm's professionals bill:

      Senior Managing Directors     $540 - $720
      Managing Directors            $465 - $550
      Directors                     $380 - $475
      Senior Consultant             $285 - $360
      Consultant                    $220 - $270
      Project Assistant              $75 - $185

Mr. Star assures the Court that the firm does not represent any
interest that is adverse to the Committee in connection with the
Chapter 11 cases.

                       About Leiner Health

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- manufacture and supply store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  The Debtors selected Garden City Group
Inc. as noticing, claims and balloting agent.  The U.S. Trustee
for Region 3 appointed creditors to serve on an Official Committee
of Unsecured Creditors in these cases.  As reported in the
Troubled Company Reporter on April 10, 2008, the Debtors'
schedules of assets and liabilities showed total assets of
$133,412,547 and total debts of $477,961,526.

                          *    *    *

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


LEUCADIA NATIONAL: Agrees to Purchase 14% Stake in Jefferies Group
------------------------------------------------------------------
Leucadia National Corp. agreed to purchase 14% stake in Jefferies
Group Inc. and receive two board seats as Jefferies boosts funding
to make investments, Kevin Kingsbury of Wall Street Journal
reports.

WSJ relates that Leucadia National is selling 10 million shares to
Jefferies; in return, Leucadia is buying 26.6 million Jefferies
shares and receiving $100 million.  The Jefferies shares are worth
$398.2 million, WSJ states.  

Pursuant to the agreements, Jefferies Group increased the size of
its board of directors by two and elected two designees selected
by Leucadia to fill the new directorships.  Leucadia designated
Ian M. Cumming, Leucadia's chairman, and Joseph S. Steinberg, a
director of Leucadia and its president, to fill the two newly
created vacancies on Jefferies' board.

Leucadia will continue to have the right to appoint two directors
for two years so long as Leucadia maintains at least 15%
beneficial ownership of Jefferies outstanding shares.  

Leucadia agreed that for a period of two years, subject to certain
exceptions:

   (i) not to sell any of JGI shares acquired in the transaction;

  (ii) not to acquire additional shares of Jefferies voting
       securities if such acquisition would result in Leucadia
       beneficially owning more than 30% of Jefferies outstanding
       shares; and

(iii) to vote its shares of Jefferies common stock in favor of
       the slate of directors nominated by Jefferies board of
       directors.

WSJ cites Jefferies chairman and chief executive Richard B.
Handler saying: "Although our balance sheet and liquidity are
solid, in light of the general environment and recent events, we
believe it is prudent to strengthen further our foundation as we
look to take advantage of the many opportunities we see in the
current market environment."

Jefferies' net loss for the first quarter ending March 31, 2008,  
was $60.5 million compared to net earnings of $62.3 million for
the first quarter of 2007.

                    About Jefferies Group Inc.

Headquartered in New York City, Jefferies Group Inc. (NYSE:JEF)--
http://www.jefferies.com/-- along with its subsidiaries, operates  
as a full-service investment bank and institutional securities
firm serving companies and their investors.  The company offers
these companies capital markets, merger and acquisition,
restructuring and other financial advisory services.  Jefferies
Group, Inc. provides investors with fundamental research and trade
execution in equity, equity-linked, high yield and investment-
grade, fixed-income securities, well as commodities and
derivatives.

                   About Leucadia National Corp.

Headquartered in New York City, Leucadia National Corporation   
(NYSE:LUK) -- http://www.leucadia.com/-- is a diversified holding  
company engaged in a variety of businesses, including
manufacturing, telecommunications, property management and
services, gaming entertainment, real estate activities, medical
product development and winery operations.  The company also owns
equity interests in operating businesses and investment
partnerships, including a broker-dealer engaged in making markets
and trading of high yield and special situation securities, land-
based contract oil and gas drilling, real estate activities and
development of a copper mine in Spain.

                           *     *     *

Moody's Investor Service placed Leucadia National Corp.'s long
term corporate family and probability of default ratings at 'Ba2'
in March 2007.  The ratings still hold to date with a negative
outlook.


LEUCADIA NATIONAL: Jefferies Deal Won't Affect S&P's 'BB+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on
Leucadia National Corp. (BB+/Stable/--) will not be affected by
the transaction between Leucadia and Jefferies Group Inc.  S&P  
view Leucadia's acquisition of Jefferies' stock, which has a value
of approximately $398 million, as consistent with the types of
investments that Leucadia makes in its normal course of business.  

Furthermore, the addition of $100 million in cash to Leucadia's
balance sheet will enhance the company's already-strong liquidity
position.  In the transaction, Leucadia received 26,585,310 shares
of Jefferies' common stock, increasing Leucadia's total ownership
to approximately 19.3% of Jefferies outstanding common stock.   
Leucadia also received approximately $100 million cash.  In
exchange, Jefferies received 10 million shares of Leucadia's
common stock, representing 4.3% ownership.


LIBERTY HARBOUR: Poor Credit Quality Cues Moody's Note Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Liberty Harbour CDO Ltd.
2005-1:

Class Description: The $117,600,000 Class B Secured Floating Rate
Notes Due 2040-1

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: The $84,000,000 Class C Secured Floating Rate
Notes Due 2040-1

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

In addition, Moody's also downgraded these notes:

Class Description: $20,700,000 Class D Deferrable Secured Notes
Due 2040-1

  -- Prior Rating: Ca
  -- Current Rating: C

In addition, Moody's also has withdrawn the short term rating on
these notes:

Class Description: The Maximum CP Principal Component Amount of CP
Notes

  -- Prior Rating: P-1, on review for possible downgrade
  -- Current Rating: WR

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.  The rating assigned to the CP Notes has been
withdrawn is due to the occurrence of Remarketing Event that
resulted in a Liquidity Advance.


LINENS 'N THINGS: Ad Hoc Committee of Merchandise Suppliers Formed
------------------------------------------------------------------
An ad hoc committee of a substantial portion of Linens Holding
Co.'s major merchandise vendors has been formed.

The company, aka Linens 'n Things, is in discussions with the
committee regarding the uninterrupted supply of products to the
company and the restructuring of the company's capital structure.

"Together with our financial advisors, we are working closely with
our major constituencies, including the ad hoc committee of
noteholders and now the merchandise vendors, to determine the best
path forward for LNT," Robert J. DiNicola, chairman and chief
executive officer, said.

"With everyone's cooperation, we can ensure that normal business
operations continue.  At the same time, we are evaluating our
options and exploring several alternatives in our efforts to
recapitalize the company."

The committee is represented by the law firm of Otterbourg,
Steindler, Houston & Rosen P.C. and its financial advisor Carl
Marks Advisory Group.

                      About Linen N' Things

The Clifton, New Jersey-based Company is the second largest
specialty retailer of home textiles, housewares and home
accessories in North America operating 589 stores in 47 U.S.
states and seven Canadian provinces as of December 29, 2007.  The
Company is a destination retailer, offering one of the broadest
and deepest selections of high quality brand-name as well as
private label home furnishings merchandise in the industry.

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Moody's Investors Service downgraded Linens 'N Things Inc.'s
ratings, probability of default rating to Ca, and continued the
review for further possible downgrade.  Moody's also affirmed
Linens' speculative grade liquidity rating at SGL-4.

Standard & Poor's Ratings Services lowered its ratings on Linens
'n Things Inc., including its corporate credit rating, to 'D' from
'CCC+'.  The downgrade follows Linens' disclosure that it has
deferred its April 15, 2008, quarterly interest payment on its
senior secured floating-rate notes due 2014.


LINENS 'N THINGS: Commences Drastic Moves to Keep Operations Going
------------------------------------------------------------------
Linens 'n Things Inc. initiated extreme measures by paying its
biggest vendors cash prior to the delivery of goods to ensure that
its retail stores have supplies to keep operations going, Effrey
McCracken of Wall Street Journal reports.

The report say, approximately 60 to 100 of Linens' 1,000 vendors
were paid "CBD," or cash before delivery.  Far different from the
usual scenario, vendors are commonly paid one to two months after
products delivery, WSJ notes.

"The emergency measure, temporary and certainly not ideal, ... was
what was needed to keep vendors comfortable with shipping to us
... and gets us through our basic day-to-day requirements," WSJ
relates citing Linens' chairman and CEO Robert J. DiNicola.

WSJ says that in March 2008, several major suppliers discontinued
shipping to Linens, citing no pay or slow pay from the retailer.  

According to WSJ quoting Mr. DiNicola: "the measure gives Linens a
few weeks breathing space as it attempts to locate a substantial
capital infusion.  The most likely backer is its current private-
equity owner, Apollo Management LP, but that is still far from
certain.  Without this new money -- which has been increasingly
hard to locate in the economic downturn -- Linens will probably
file for Chapter 11 bankruptcy protection.

"We are trying to avoid bankruptcy.  One of three things will
occur as we try to make a difficult situation better: There could
be an infusion of capital that allows us to avoid bankruptcy and
gets us back to business as usual.  The second option is some sort
of pre-arranged bankruptcy that is less disruptive and less
chaotic. Last but not least is a filing but of a different
variation."

WSJ states, if Linens will file, it would be the largest retailer
to seek bankruptcy protection in many years.  It lost $242 million
in 2007 compared with a loss of $154.4 million in 2006, notes WSJ.

                      About Linen N' Things

The Clifton, New Jersey-based Company -- http://www.lnt.com/--  
is the second largest specialty retailer of home textiles,
housewares and home accessories in North America operating 589
stores in 47 U.S. states and seven Canadian provinces as of
December 29, 2007.  The company is a destination retailer,
offering one of the broadest and deepest selections of high
quality brand-name well as private label home furnishings
merchandise in the industry.

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Moody's Investors Service downgraded Linens 'N Things Inc.'s
ratings, probability of default rating to Ca, and continued the
review for further possible downgrade.  Moody's also affirmed
Linens' speculative grade liquidity rating at SGL-4.

Standard & Poor's Ratings Services lowered its ratings on Linens
'n Things Inc., including its corporate credit rating, to 'D' from
'CCC+'.  The downgrade follows Linens' disclosure that it has
deferred its April 15, 2008, quarterly interest payment on its
senior secured floating-rate notes due 2014.


MACH ONE: Projected Losses Cues Fitch to Affirm Ratings
-------------------------------------------------------
Fitch has affirmed MACH One 2004-1, LLC as:

  -- Interest only class X at 'AAA';
  -- $104.3 million class A-2 at 'AAA';
  -- $146.8 million class A-3 at 'AAA';
  -- $51.5 million class B at 'AAA';
  -- $10.5 million class C at 'AAA';
  -- $28.1 million class D at 'AAA';
  -- $7.2 million class E at 'AA+';
  -- $17.7 million class F at 'AA-';
  -- $15.3 million class G at 'A+';
  -- $14.5 million class H at 'A-';
  -- $17.7 million class J at 'BBB+';
  -- $8.8 million class K at 'BBB';
  -- $8 million class L at 'BB+';
  -- $8.8 million class M at 'BB';
  -- $6.4 million class N at 'B';
  -- $6.4 million class O at 'B-'.

Class A-1 has paid in full.  Fitch does not rate classes P-1
through P-6.

Despite projected losses, the current credit enhancement to the
rated classes in relation to the credit quality of the remaining
collateral warrants the affirmations.

MACH One is a static Re-REMIC backed by commercial mortgage backed
securities B-pieces that closed July 28, 2004.  CMBS B-piece
resecuritizations are CRE CDOs and ReREMIC transactions that
include the most junior bonds of CMBS transactions.  First Chicago
Capital Corporation selected the initial collateral and serves as
the collateral administrator.

In reviewing CMBS Re-REMICs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

MACH One is collateralized by all or a portion of 51 classes of
fixed-rate CMBS in 36 separate underlying transactions.  All
performance and collateral information is based on the March 2008
trustee report.  The pool has become increasingly concentrated
with approximately 23% of the original collateral repaid since
issuance.  Nevertheless, the transaction's obligor diversity is
average when compared with other CMBS B-piece resecuritizations.  
The remaining bonds are vintages ranging from 1996 to 2001 with
the majority being from the 1998 vintage.  The weighted average
seasoning of the portfolio is nearly ten years.  Although at
issuance there were no first loss positions within the portfolio,
as a result of losses to the underlying collateral, two bonds
(4.1%) are now in the first loss position.  These bonds have a
Fitch rating of 'CC/DR3' and 'C/DR5'.

The underlying classes' ratings are based on Fitch's actual
rating, or on Fitch's internal credit assessment for those classes
not rated by Fitch.  Of the remaining bonds, the majority of the
collateral (59.3%) is investment grade with twelve bonds (17.4%)
rated 'AAA.'

The collateral has realized no losses to date.  Although
$214.2 million of the underlying collateral is currently 60 days
or more delinquent according to the current trustee report, many
of the underlying bonds have a significant amount of subordination
that can withstand future losses in the near term.  Since last
review, approximately 16.6% of the portfolio was upgraded by a
weighted average 1.7 notches and 7.6% of the portfolio was
downgraded by a weighted average 1.6 notches.


MADISON SQUARE: Fitch Holds 'BB+' Rating on $12.1MM Class S Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed seven classes and upgraded two classes
of Madison Square 2004-1 Ltd.'s and Madison Square 2004-1 Corp.'s
CMBS Backed Notes, Series 2004-1 as:

  -- $3.1 million class J notes affirmed at 'AAA'.
  -- $15.4 million class K notes affirmed at 'AAA';
  -- $122.7 million class L notes affirmed at 'AAA';
  -- $18.5 million class M notes upgraded to 'AAA' from 'AA+';
  -- $29 million class N notes upgraded to 'AA' from 'A+';
  -- $29 million class O notes affirmed at 'A-';
  -- $29.3 million class P notes affirmed at 'BBB';
  -- $15.5 million class Q notes affirmed at 'BBB-';
  -- $12.1 million class S notes affirmed at 'BB+'.

Fitch does not rate class IO or T and classes A through H have
paid in full.

Despite realized and projected losses to the collateral, the
current credit enhancement to the rated classes in relation to the
improved credit quality of the remaining collateral warrants the
upgrades.

Madison Square 2004-1 is primarily backed by commercial mortgage
backed securities B-pieces which closed March 31, 2004.  CMBS B-
piece resecuritizations are CRE CDOs and ReREMIC transactions that
include the most junior bonds of CMBS transactions.

In reviewing CMBS ReREMICs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

Madison Square 2004-1 is collateralized by all or a portion of 32
classes of fixed-rate CMBS in eight transactions, and one class of
floating-rate CMBS transaction in one transaction.  All
performance and collateral information is based on the March 2008
trustee report.  The pool has become increasingly concentrated
with approximately 36.3% of the original collateral repaid since
issuance and 19.7% in losses.  The vintage distribution of the
CMBS collateral ranges from 1996 to 1999 with over 50% from the
1999 vintage.  The weighted average seasoning of the portfolio is
nearly ten years.

The underlying classes' ratings are based on Fitch's actual
rating, or on Fitch's internal credit assessment for those classes
not rated by Fitch.  While 37.3% of the underlying collateral
consists of classes rated below 'B-' or not rated, 25.8% is
investment grade.  Madison Square holds 21% in the 'BB' category,
16% in the 'B' category.

Since Fitch's last review (July 2007), 14.3% of the underlying
bonds have been upgraded an average of 1.3 notches with only one
bond (1.8%) being downgraded by one notch.  According to the
current trustee report, $17.6 million of the underlying collateral
is currently 60 days or more delinquent.

In addition to the reported delinquencies, the largest loan in
special servicing is the Holiday Inn SunSpree Resort Hotel, a real
estate-owned asset which is the sole asset of CSFB 1998-FL1.  The
asset, which represents 7.5% of Madison Square 2004-1, carries an
appraisal reduction amount of 84% of the scheduled balance.

The upgrades are due to increased credit enhancement from
substantial paydowns to the classes, resulting from collateral
repayments and a structural feature which diverts interest that
would otherwise be paid on classes P through T to classes J and K.  
In addition, after accounting for the losses sustained to the
collateral, the lowest rated class S has in excess of 50% credit
enhancement.

The ratings on classes J through O address the timely payment of
interest and ultimate repayment of principal.  The ratings on the
class P through S notes address the ultimate payment of interest
and ultimate repayment of principal.


MARQUIS AT WILLIAMSBURG: DCM Sells Stake in Various Entities
------------------------------------------------------------
Secured creditor DCM Warehouse Series One LLC conducted a public
auction of its membership interests in various entities beginning
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.


MCKINLEY FUNDING: Moody's Reviews Notes For Possible Downgrades
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by McKinley
Funding, LTD. on review for possible downgrade:

Class Description: $25,000,000 Class A-1 Floating Rate Notes Due
June 5, 2040

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

Class Description: $50,000,000 Class A-2 Floating Rate Notes Due
June 5, 2040

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

Class Description: $20,000,000 Class A-3 Floating Rate Subordinate
Notes Due June 5, 2040

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

In addition Moody's also downgraded and left on review for
possible downgrade these notes:

Class Description: $17,000,000 Class B Floating Rate Subordinate
Notes Due June 5, 2040

  -- Prior Rating: A3
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $11,000,000 Class C Floating Rate Junior
Subordinate Notes Due June 5, 2040

  -- Prior Rating: Baa3

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

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


MCM GROUP: 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.


MERRILL LYNCH: S&P Lowers Ratings on Three Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M, N, and P commercial mortgage pass-through certificates
from Merrill Lynch Mortgage Trust 2005-MCP1.  At the same time,
S&P affirmed its ratings on the remaining 20 classes from
this series.

The downgrades of the class M, N, and P certificates reflect
credit deterioration in the pool.  The default probabilities of
several large assets that appear on the servicer's watchlist
(16.6% of the pool), including three of the top 10 loan exposures,
have increased.  In addition, two assets (2.2%), including the
10th-largest loan exposure, are with the special servicer.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the April 14, 2008, remittance report, the collateral pool
consisted of 109 loans with an aggregate trust balance of
$1.683 billion, compared with 111 loans totaling $1.738 billion at
issuance.  The master servicer, Midland Loan Services Inc.,
reported financial information for 96% of the nondefeased loans.   
Ninety-two percent of the servicer-provided information was full-
year 2006 data or later.  Using this information, Standard &
Poor's calculated a weighted average debt service coverage of
1.72x, up from 1.56x at issuance.  There are two delinquent loans
in the pool; both are 90-plus-days delinquent and are with the
special servicer, also Midland Loan Services Inc.  The trust has
not experienced any losses to date.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $780.3 million (46%) and a weighted average
DSC of 1.86x, up slightly from 1.69x at issuance.  Despite the
current DSC, one of the top 10 loan exposures did not report
financial information.  Additionally, the reported net cash flow
for the eighth-largest loan exposure has decreased 47% since
issuance and is discussed in detail below.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 exposures.  One property
was characterized as "excellent," while the remaining collateral
was characterized as "good."

Credit characteristics for the Westchester and Tharaldson
Portfolio IIB loans are consistent with those of investment-grade
obligations.  Credit characteristics for the Tharaldson Portfolio
IIA loan are no longer consistent with those of an investment-
grade obligation.  Details of these loans are:

     -- The largest exposure in the pool, the Westchester loan,
        has a trust balance of $200.0 million (12%) and a whole-
        loan balance of $300.0 million.  The whole loan consists
        of a $200.0 million pari passu A-1 participation that
        serves as trust collateral and a $100.0 A-2 participation
        that is securitized in another transaction, which is not
        rated by Standard & Poor's.  In addition, the property is
        encumbered by a $60.0 million B note, a $90.0 million C
        note, and a $50.0 million D note; all of the subordinated
        notes are held outside the trust.  The loan is
        collateralized by a 831,841-sq.-ft. regional mall in White
        Plains, New York.  For the nine-months ended Sept. 30,
        2007, the DSC was 2.67x and occupancy was 97%.  Standard &
        Poor's NCF for this loan is up 19% compared with its level
        at issuance.

     -- The 12th-largest loan, the Tharaldson Portfolio IIB loan,
        has a balance of $31.9 million.  The loan is
        collateralized by 10 extended-stay lodging properties
        totaling 709 rooms.  Three properties are located in
Texas         
        and Missouri, two properties are located in Illinois, one
        property is in Ohio, and one property is in California.  
        For the year ended Dec. 31, 2007, the portfolio had a DSC
        of 2.86x and a weighted average daily rate of $105, up
        from $84 at issuance. Standard & Poor's adjusted NCF for
        this loan is up 26% compared with its level at issuance.  

     -- The 17th-largest loan in the pool, the Tharaldson
        Portfolio IIA loan, has a balance of $20.8 million.  The
        loan is collateralized by 13 extended-stay lodging
        properties totaling 853 rooms. Four properties are located
        in Illinois, two properties are located in Arizona, and
        one property is located in each of these states: Texas,
        Minnesota, Oklahoma, Wyoming, Wisconsin, Montana, and
        Missouri.  The master servicer was not able to obtain
        2007 financial reporting or Smith Travel Research reports
        from the borrower for this portfolio.  Due to the lack of
        information, Standard & Poor's was unable to revalue the
        assets.  In addition, the loan appears on the watchlist
        because two properties did not meet various requirements
        to maintain their current flag.  The properties were
        flagged as Marriott's at securitization, and Midland has
        been unable to determine if the properties continue to
        carry Marriott's flag.

Details of the specially serviced loans are:
     -- The Villas of Sage Creek Apartments loan, the eighth-
        largest loan in the pool and the largest loan with the
        special servicer, has a total exposure of $35.6 million.  
        The loan is secured by a 450-unit multifamily property in
        Austin, Texas, and was transferred to Midland in October
        2007 after the sponsor, Michael B. Smuck, filed for
        bankruptcy.  The borrower claims to have a received a
        third-party offer to transfer a controlling interest in
        the property; however, Midland has not yet received
        further details.  If the assumption closes, and the loan
        is brought current, Midland will transfer the loan back to
        the master servicer after a 90-day period.

     -- The Jennings Road Self Storage loan is a 47,910-sq.-ft.
        self storage property in Port Saint Lucie, Florida, and
        has a total exposure of $2.8 million.   The loan was
        transferred to the special servicer in October 2007 due to
        imminent default.  The property reported a DSC of 0.70x as
        of year-end 2006, and the special servicer is reviewing
        the possibility of a new borrower assuming the outstanding
        debt of the loan.

Midland reported a watchlist of 20 loans ($279.3 million, 17%),
including three of the top 10 exposures.  Eight loans ($95.2
million, 5.7%) have reported DSCs below 1.0x.  Details for three
of the top 10 loans with Midland are:

     -- The HSA Industrial Portfolio loan is the sixth-largest
        loan in the pool and the largest loan on the watchlist.  
        The loan has an outstanding balance of $62.4 million (4%)
        and is secured by nine industrial properties, totaling
        2,270,205 sq. ft. Eight of the properties are located in
        Ohio, and one property is located in Kentucky.  The loan
        appears on the watchlist because 100% of the net rentable
        area for the two properties is dark, and the tenants will
        vacate the properties on their lease expiration dates in
        2008 and 2009.

     -- The Mansions at Canyon Spring Country loan is the eighth-
        largest loan in the pool and has an outstanding balance of
        $36.9 million (2%).  The loan is secured by a 360-unit
        multifamily property in San Antonio, Texas.  The loan
        appears on the watchlist because the property was 64%
        occupied and reported a DSC of 0.70x as of year-end 2007.  
        The loan's sponsor is Michael B. Smuck.

     -- The Webster Place Shopping Center loan is the ninth-
        largest loan in the pool and has an outstanding balance of
        $36.7 million (2%).  The loan is secured by a 134,329-sq.-
        ft. retail property in Chicago, Ill. The loan appears
        on the watchlist because the second-largest tenant, Bally
        Total Fitness, has filed for bankruptcy.  The property
        reported a DSC of 1.59x as of year-end 2006.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.
       

                         Ratings Lowered
     
               Merrill Lynch Mortgage Trust 2005-MCP1
           Commercial mortgage pass-through certificates

                         Rating
                         ------
           Class      To        From  Credit enhancement
           -----      --        ----   ----------------
           M          B         B+          2.07%
           N          B-        B           1.81%
           P          CCC+      B-          1.29%

                         Ratings Affirmed
     
               Merrill Lynch Mortgage Trust 2005-MCP1
            Commercial mortgage pass-through certificates
    
                 Class    Rating   Credit enhancement
                 -----    ------    -----------------
                 A-1      AAA             30.98%
                 A-1A     AAA             30.98%
                 A-SB     AAA             30.98%
                 A-2      AAA             30.98%
                 A-3      AAA             30.98%
                 A-4      AAA             30.98%
                 A-M      AAA             20.65%
                 A-J      AAA             13.81%
                 B        AA              11.62%
                 C        AA-             10.71%
                 D        A                8.78%
                 E        A-               7.62%
                 F        BBB+             5.94%
                 G        BBB              4.91%
                 H        BBB-             3.61%
                 J        BB+              3.23%
                 K        BB               2.71%
                 L        BB-              2.32%
                 X-C      AAA               N/A
                 X-P      AAA               N/A


                     N/A  -- Not applicable.


METRO ONE: Gets NASDAQ Deficiency Notice on Minimum Bid Price
-------------------------------------------------------------
Metro One Telecommunications Inc. was notified by The Nasdaq Stock
Market on April 16, 2008 that it is not in compliance with Nasdaq
Marketplace Rule 4310(c)(4) because shares of its common stock
that had closed at a per share bid price of less than $1.00 for 30
consecutive business days.  In accordance with Marketplace Rule
4310(c)(8)(D), the company has been provided 180 calendar days, or
until Oct. 13, 2008, to regain compliance with the Minimum Bid
Price Rule.  This notification has no effect on the listing of the
company's common stock at this time.

The company will achieve compliance if, before Oct. 13, 2008, the
bid price of the company's common stock closes at $1.00 or more
per share for a minimum of 10 consecutive business days.  If the
company does not gain compliance by Oct. 13, 2008, the Nasdaq
staff will notify the company that its common stock will be
delisted.

If the company does not regain compliance by Oct. 13, 2008, but
can demonstrate that the company meets the criteria for initial
listing set forth in Marketplace Rule 4310(c) and its application
is approved, the company will have an additional 180 days to
regain compliance while on the Nasdaq Capital Market.  If the
company does not regain compliance by Oct. 13, 2008, the company
also may then appeal Nasdaq's delisting determination to a Nasdaq
Listing Qualification Panel.

                         About Metro One

Based in Portland, Oregon, Metro One Telecommunications Inc.
(Nasdaq: INFO) -- http://www.metro1.com/-- is an information    
services provider, offering inbound and outbound contact services,
data and analytics, and related services.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$19,567,000 in total assets, $5,102,000 in total liabilities,
$8,798,000 in redeemable preferred stock, and $5,667,000 in total
stockholders' equity.


MICHAEL HANSON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Michael E. Hanson
        104 4th Street North, Suite 300
        Great Falls, MT 59401

Bankruptcy Case No.: 08-60389

Chapter 11 Petition Date: April 8, 2008

Court: District of Montana (Butte)

Debtor's Counsel: Gary S. Deschenes
                  (descheneslaw@montana.com)
                  P.O. Box 3466
                  Great Falls, MT
                  59403-3466
                  Tel: (406) 7616112

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

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

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


MKP CBO: S&P Chips Rating on Class A-1L Notes to CC from CCC
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-1L notes issued by MKP CBO I Ltd. and removed it from
CreditWatch with negative implications, where it was placed
May 29, 2007.  MKP CBO I Ltd. is a collateralized debt obligation
of asset-backed securities transaction collateralized primarily by
residential mortgage-backed securities and commercial ABS
and managed by MKP Capital Management LLC.

The downgrade reflects factors that have negatively affected the
credit enhancement available to support the class A1-L notes since
the May 2007 CreditWatch placement.  These factors include erosion
in par value resulting from defaults.

According to the most recent trustee report, dated March 28, 2008,
the transaction's class A overcollateralization ratio was 68.40%,
compared with a trigger value of 106.0% and a value of 82.70% at
the time of the May 2007 CreditWatch action.  The deal has paid
down approximately $14.025 million to the class A-1L notes since
the May 2007 action, due to the failure of the class A
overcollateralization test.

        Rating Lowered and Removed from Creditwatch Negative
    
                            MKP CBO I Ltd.

                                    Rating
                                    ------
                     Class    To              From
                     -----    --              ----
                     A-1L     CC              CCC/Watch Neg


MILLSTONE FUNDING: Moody's Junks Rating on Class B Notes From 'A3'
------------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Millstone Funding, Ltd. or Millstone Funding Corp. on review
for possible downgrade:

Class Description: Class A-1 Floating Rate Notes due March 4, 2039

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

Class Description: Class A-2 Floating Rate Subordinate Notes due
March 4, 2039

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

Class Description: Class B Floating Rate Junior Subordinate Notes
due March 4, 2039

  -- Prior Rating: A3
  -- Current Rating: Caa3, on review for possible downgrade

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


MOISE BANAYAN: Bank Sets April 29 Sale of Schwartz & Sons Shares
----------------------------------------------------------------
Signature Bank has served formal notice that a public auction sale
of Moise Banayan's shares of stock in Schwartz & Sons Quality
Producer Inc. will take place on April 29, 2008, at 10:00 a.m. at
the offices of its counsel at Herrick Feinstein LLP in New York.
          
The aforementioned shares of stock secures the Debtor's  
obligations with Signature Bank, under a a Pledge and Security
Agreement dated Aug. 27, 2007.  

For further information, interested parties may contact:

          Gary Eisenberg, Esq.
          Herrick, Feinstein LLP
          2 Park Avenue, New York, NY 10016
          Tel: (973) 274-2055
          Fax: (973) 274-6424
          email: geisenberg@herrick.com

Moise Banayan is the president and chief executive of St. Lawrence
Food Corp.


MORGAN STANLEY: Fitch Cuts Ratings on Two Classes; Removes Watch
----------------------------------------------------------------
Fitch Ratings downgrades and removes from Rating Watch Negative
these classes of Morgan Stanley Capital I Inc., series 2006-XLF:

  -- $27.8 million class M to 'BB+' from 'BBB-', Rating Watch
     Negative;

  -- $9.2 million class N-RQK to 'BB-' from 'BBB-', Rating Watch
     Negative.

Fitch upgraded these class:

  -- $2 million class N-SDF to 'A' from 'BB+'.

Additionally, Fitch affirmed these classes:

  -- $31.9 million class D at 'AAA';
  -- $69.5 million class E at 'AAA';
  -- $23.7 million class F at 'AAA';
  -- $23.7 million class G at 'AAA';
  -- $23.7 million class H at 'AA+';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $23.3 million class J at 'A';
  -- $6.8 million class K at 'BBB+';
  -- $18.5 million class L at 'BBB';
  -- $11 million class N-LAF at 'A-';
  -- $8 million class O-LAF at 'BBB-'.

Classes A-1, A-2, B, C, and the non-rated N - W40 have paid in
full.

The removal from Rating Watch Negative and downgrades to classes M
and N-RQK are due to the transfer of Holiday Inn - Columbus (8.6%)
to special servicing, and declining performance of ResortQuest
Kauai (15.5%) and Laurel Mall (5.8%) since the last rating action.  
The Holiday Inn - Columbus loan is secured by a 337-key hotel and
resort located in Columbus, Ohio.  The loan transferred to special
servicing due to default, and has accrued interest shortfalls to
class M.  The ResortQuest Kauai loan is secured by a 311-key hotel
and resort located in Kapa'a, Hawaii.

The hotel has exhibited worsening performance since issuance due
to the decline in the Hawaiian tourist industry.  The Laurel Mall
loan is secured by 501,432 square feet of a regional shopping
center located in Laurel, Maryland.  The mall is in the
preliminary stages of a planned renovation that could disrupt
operations.  The three loans loan are no longer considered
investment grade.

The upgrade to class N-SDF is due to improved performance of the
Sheraton Delfina (10.8%) loan, which is secured by a 307-key full
service hotel located in Santa Monica, California.  Performance
has improved significantly since issuance.  The Fitch-stressed
debt service coverage ratio on the loan's combined $30 million
trust balance and $2 million rake class as of year-end 2007 was
2.04 times compared to 1.39x at issuance.  The Fitch DSCR is
calculated using servicer provided net operating income less
required reserves divided by debt service payments based on the
current balance using a Fitch stressed refinance constant.  The
loan's initial maturity date of March 9, 2008 has been extended by
one year to March 9, 2009.  There is one additional one-year
extension option.

As of the April 2008 remittance date, the transaction's principal
balance had decreased by 82.1% to $279 million from $1.6 billion
at issuance.  Seven of the original 14 loans have paid in full.

The largest loan in the transaction is the $61 million (21.9%)
loan on the Lafayette Estates multifamily housing complex in The
Bronx, New York City.  The collateral consists of 1,872 rental
apartments that are undergoing conversion to individually owned
co-operative units.  The interest-only loan's initial maturity
date was Jan. 9, 2008.  Its current maturity date is July 9, 2008.
The loan is within the first of six 6-month extension options.

The second-largest loan in the transaction is the $53.3 million
(19.1%) loan secured by Infomart, a 1.2 million square foot
office/telecom building located in Dallas, Texas.  The
collateral's performance has improved since issuance.  As of YE
2007, occupancy had increased to 88%, from 73% at issuance.  The
Fitch-stressed DSCR on the trust balance as of YE 2007 was 1.47x,
compared to 1.35x at issuance.  The Infomart loan matures on May
9, 2009, and has two one-year extension options.

The third-largest loan is the $50.5 million (18.1%) loan secured
by Market Post Tower, a 309,579 sf office/telecom building located
in San Jose, California.  As of YE 2007, occupancy was 96%,
compared to 95.1% at issuance.  The Fitch-stressed DSCR on the
trust balance was 1.77x as of YE 2007, compared to 1.41x at
issuance.  The loan's initial maturity date of Nov. 9, 2007 has
been extended by one year to Nov. 9, 2008.  The loan has two
additional one-year extension options.


MORGAN STANLEY: Fitch Affirms 'B-' Rating on $1.63MM Certificates
-----------------------------------------------------------------
Fitch Ratings has upgraded three and affirmed 11 classes of notes
issued by Morgan Stanley Capital I Inc. commercial mortgage pass-
through certificates, series 2004-RR2 as:

  -- $14,161,002 class A-1 affirmed at 'AAA';
  -- $109,066,000 class A-2 affirmed at 'AAA';
  -- $30,164,000 class B affirmed at 'AAA';
  -- Interest only class X affirmed at 'AAA';
  -- $15,082,000 class C upgraded to 'AAA' from 'AA';
  -- $5,299,000 class D upgraded to 'AA' from 'AA-';
  -- $12,229,000 class E upgraded to 'A' from 'A-';
  -- $3,261,000 class F affirmed at 'BBB+';
  -- $6,930,000 class G affirmed at 'BBB-';
  -- $3,668,000 class H affirmed at 'BB+';
  -- $2,446,000 class J affirmed at 'BB';
  -- $2,446,000 class K affirmed at 'BB-';
  -- $2,446,000 class L affirmed at 'B';
  -- $1,630,000 class M affirmed at 'B-'.

Fitch does not rate classes N-1 through N-5.

The current credit enhancement to the rated classes in relation to
the improved credit quality of the remaining collateral warrants
the upgrades.

MSCI 2004-RR2 is a static Re-REMIC backed by commercial mortgage
backed securities B-pieces that closed June 29, 2004.  CMBS B-
piece resecuritizations are CRE CDOs and ReREMIC transactions that
include the most junior bonds of CMBS transactions.

In reviewing CMBS Re-REMICs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

MSCI 2004-RR2 is collateralized by all or a portion of 23 classes
of fixed-rate CMBS in 18 separate underlying transactions.  All
performance and collateral information is based on the March 2008
trustee report.  The pool has become increasingly concentrated
with approximately 30.2% of the original collateral repaid since
issuance.  The remaining bonds are vintages ranging from 1997 to
2000 with the majority being from the 1998 vintage.  The weighted
average seasoning of the portfolio is nearly ten years.  There are
no first loss positions within the portfolio.

The majority of the collateral is investment grade and there are
no bonds rated below 'B-'.  The underlying classes' ratings are
based on Fitch's actual rating, or on Fitch's internal credit
assessment for those classes not rated by Fitch.  Of the remaining
bonds MSCI 2004-RR2 holds, 12.6% are in the 'BB' category and
27.1% are in the 'B' category.  Approximately 60.3% of the
portfolio is rated investment grade of which 24.9% is rated 'AAA.'

The CDO has paid down $44.6 million (16.6%) since Fitch's last
review (July 2007).  In addition, 17.6% of the underlying bonds
have been upgraded by an average of two notches since last review.
There have been no downgrades since last review.

The collateral has realized $2.6 million losses to date.  Although
the current trustee report shows that $114.8 million of the
underlying collateral is 60 days or more delinquent, most of the
tranches within the portfolio have sufficient credit enhancement
within their respective structures to withstand future losses in
the near term.


MORTGAGE LENDERS: Disclosure Statement Hearing Adjourned Sine Die
-----------------------------------------------------------------
Mortgage Lenders Network USA, Inc., notified all parties-in-
interest that the hearing on the approval of the disclosure
statement accompanying its plan of liquidation, currently set on
April 23, 2008, has been adjourned to a date that is yet to be
determined.

To date, no objection against the Disclosure Statement has been
filed with the U.S. Bankruptcy Court for the District of Delaware.  
Deadline for filing objections was on April 16, 2008.

To obtain approval of a disclosure statement attached to the
plan, a plan proponent must prove to the Court that the
disclosure statement provides "adequate information" within the
meaning of Section 1125(a) of the Bankruptcy Code.  The document
must, as a whole, provide information that is "reasonably
practicable" to permit an  "informed judgment" by creditors and
interest holders entitled to vote on the Chapter 11 plan.

The Debtor may begin soliciting votes upon the Court's approval
of its Disclosure Statement.  Only these impaired parties are
entitled to vote on the Plan:

                            Estimated  Estimated
Class  Description           Amount   Recovery   Treatment
-----  ------------          ------   --------   ---------
   1    Priority Claims    3,800,000     100%     Paid in full,
                                                  when allowed

   2    Secured Claims,           --     100%     Paid from sale
        If any                                    proceeds of the
                                                  collateral
                                                  securing claim

   3    Unsecured        600,000,000    1-15%     Paid w/ a pro
        Claims                                    rata share of

Other impaired parties, which include entities holding
subordinated claims and equity holders, are deemed to reject the
Plan.  Equity holders and subordinated claim holders receive zero
recovery under the Plan.

                  About Mortgage Lenders Network

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization through and including April 22, 2008.  A
hearing on the request has been scheduled for March 25.

(Mortgage Lenders Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MORTGAGE LENDERS: Banks Seek to Foreclose on Properties
-------------------------------------------------------
Wells Fargo Bank, N.A., America's Servicing Company, Bank of New
York, Consumer Solutions, REO LLC, LaSalle Bank, N.A., and
Southstar I, LLC, separately ask the U.S. Bankruptcy Court for the
District of Delaware to terminate the automatic stay imposed under
Section 362 of the Bankruptcy Code to allow them to exercise their
rights against 14 parcels of real properties located at:

   -- O4-16 Alton St., in Providence, Rhode Island 02908;
   -- 19 Cliff Walk Dr, in Vallejo, California 94591;
   -- 117 Forest View Court, in Davenport, Florida 33896;
   -- 163 Brighton Pl, in Smyrna, Delaware 19977;
   -- 765 East 226th Street, in Bronx, New York 10466;
   -- 934 Magnolia LN, in Branchburg, New Jersey 08876;
   -- 1222 Chehalem Drive, in Modesto, California 95350;
   -- 2804 Bett Rd, in Coldwater, Mississippi 38618;
   -- 4920 Sunnybrook Ave, in Buena Park, California 90621;
   -- 6625 South Hermitage Avenue, in Chicago, Illinois 60636;
   -- 7223 S 38th Dr, in Phoenix, Arizona 85041;
   -- 7895 Rainey Dr, in Antioch, Tennessee 37013;
   -- 10255 Barringer Foreman Road, in Baton Rouge, Lousiana; and
   -- 17625W E Wind Ave, in Goodyear, Arizona 85338.

Adam Hiller, Esq., at Draper & Goldberg, PLLC, in Wilmington,
Delaware, relates that Wells Fargo, et al., are the current
holders of the Properties' mortgages and notes.  He adds that
review of the Properties' titles shows that Mortgage Lenders
Network USA, Inc., may hold a lien junior to the Mortgages.

Mr. Hiller informs the Court that the Properties' obligors are
currently in default under the Notes, thus, Wells Fargo, et al.,
seek to exercise their non-bankruptcy rights and remedies with
respect to the Notes and Mortgages, including foreclosure on the
Properties.

Because the Debtor's Junior Mortgages are subordinate to Wells
Fargo, et al.'s Mortgages, the Debtor has no equity in the
Properties, Mr. Hiller says.  He adds that because the Junior
Mortgages add little or no value to the bankruptcy estate, the
Properties are not necessary for the Debtor's reorganization.

A continued stay of Wells Fargo, et al.'s action against the
Obligors and the Properties will cause significant prejudice to
Wells Fargo, et al., Mr. Hiller notes.  Therefore, he asserts,
"cause" exists to terminate the automatic stay.

                  About Mortgage Lenders Network

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization through and including April 22, 2008.  A
hearing on the request has been scheduled for March 25.

(Mortgage Lenders Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MUSICLAND HOLDING: Pursues $145 Million in Damages from Best Buy
----------------------------------------------------------------
Hobart Truesdell, as Responsible Person in Musicland Holding Corp.
and its debtor-affiliates' Chapter 11 cases, filed an amended
complaint asking the U.S. Bankruptcy Court for the Southern
District of New York to re-characterize as equity investment
the funds Best Buy Co., Inc., advanced to or on behalf of The
Musicland Group, Inc.

The Court, on Jan. 18, 2008, appointed Mr. Truesdell to serve as
Responsible Person on behalf of the Debtors' estates.  Pursuant to
the Court order, the Responsible Person was automatically deemed
to substitute the Official Committee of Unsecured Creditors, which
originally commenced the complaint against Best Buy.

Through the complaint, the Responsible Person seeks monetary
damages for:

   (a) Best Buy's receipt of fraudulent transfers, illegal
       dividends or unlawful insider payments totaling more than
       $145,000,000; and

   (b) the dereliction in duties on behalf of the Debtors'
       officers and directors who knew, should have known, or
       were otherwise mistaken to the fact, that the execution of
       the credit-type documents and the approximately
       $145,000,000 in transfers to Best Buy were improper.

As reported in the Troubled Company Reporter on Jan. 25, 2008, the
Official Committee of Unsecured Creditors in the Debtors' cases
asked the Court to recharacterize as an equity investment the
funds Best Buy advanced to or on behalf of The Musicland Group
Inc.  In addition, the Committee also wants Best Buy to disgorge
$145,385,892 in payments that Musicland made.

The Committee alleged that Best Buy and certain officers and
directors of Musicland engineered a series of transactions
designed to disguise Best Buy's capital investment as debt in an
attempt to recover its investment.

                     About Musicland Holding

Based in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.

The Debtor's Second Amended Joint Plan of Liquidation was declared
effective as of Jan. 30, 2008.  (Musicland Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Plan Panel & Truesdell Agree to Replace Counsel
------------------------------------------------------------------
Hobart G. Truesdell, a Responsible Person in Musicland Holding
Corp. and its debtor-affiliates' Chapter 11 cases, and a special
committee formed pursuant to the Debtors' Plan of Liquidation
entered into a stipulation agreeing to replace current counsel
Kirkland & Ellis LLP and Curtis, Mallet-Prevost, Colt & Mosle LLP,
with a new counsel.

Pursuant to the Debtors' Plan of Liquidation, a Plan committee was
appointed on the Plan effective date, Jan. 30, 2008.  The Plan
Committee already asked petitioned Mr. Truesdell of Walker,
Truesdell & Associates, Inc. for the substitution.

Pursuant to the Responsible Person's initial post-confirmation
report, he has undertaken efforts to consolidate the various
professional performing services for the Debtors' estates to
minimize costs and promote an efficient administration of the
wind down efforts.

The Responsible Person, at the Plan Committee's request, wants to
substitute Kirkland & Ellis and Curtis Mallet-Prevost.  The
Responsible Person also wants for Hahn & Hessen LLP and Paul,
Weiss, Rifkind, Wharton & Garrison LLP to represent the post-
confirmation Debtors in all ongoing and future matters.

In a Court-approved stipulation, the parties agree that:

   (1) Kirkland & Ellis and Curtis Mallet-Prevost are no longer
       retained as bankruptcy counsel for the Debtors and are
       relieved of all duties and obligations owed to the Debtors
       provided that Kirkland & Ellis and Curtis Mallet-Prevost:

          * have a continuing obligation to maintain privileged
            communications confidential;
  
          * have an obligation to apply unused prepetition
            retainer, if any, toward any final fees awarded;

          * agree to maintain all files with respect to the
            Debtors for a period of no less than three years; and

          * will cooperate with all reasonable requests for
            information or files in their possession, as the case
            may be, made by the Responsible Person;  
         
   (2) Kirkland & Ellis and Curtis Mallet-Prevost will be paid
       their reasonable fees and expenses in connection with any
       services rendered in connection with responding to any
       requests by the Responsible Person or in complying with
       any obligations the law firms may have by agreement,
       rules, or law;
               
   (3) Hahn & Hessen and Paul Weiss will appear and represent
       the post-confirmation Debtors with regard to any and all
       matters, without limitation, brought before the Bankruptcy
       Court or any other Court with respect to the Chapter 11
       Cases;
       
   (4) Kirkland & Ellis and Curtis Mallet-Prevost will apply for
       compensation and reimbursement in accordance with the
       procedures set forth in Sections 330 and 331 of the
       Bankruptcy Code, other bankruptcy law, and the Interim
       Compensation Procedures Order; and

   (5) With respect to all professional services rendered and
       expenses incurred by Kirkland & Ellis and Curtis Mallet-
       Prevost in connection with the wind-down and transfer of
       files and information to Hahn & Hessen and Paul Weiss,
       Kirkland & Ellis and Curtis Mallet-Prevost will be paid by
       the post-confirmation Debtors in the ordinary course of
       business pursuant to Article 3(E)(2) of the Plan.

                     About Musicland Holding

Based in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for Chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.

The Debtor's Second Amended Joint Plan of Liquidation was declared
effective as of Jan. 30, 2008.  (Musicland Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Discloses Post-Confirmation Distributions
------------------------------------------------------------
Pursuant to Section 1106 of the U.S. Bankruptcy Code and the
Confirmation Order, Hobart Truesdell, as Responsible Person on
behalf of the Musicland Holding Corp.'s estates, filed initial
post-confirmation status reports.

                           First Report

Mr. Truesdell disclosed that from the Jan. 18, 2008, Confirmation
Date to March 3, 2008, he made distributions aggregating:

   -- $2,551,122, to 171 holders of allowed priority tax claims;

   -- $1,074,357, to 55 holders of allowed secured,
      administrative and other priority claims; and

   -- $250,000, to Wachovia, to be held by the bank in an
      interest-bearing special reserve account.

The U.S. Bankruptcy Court for the Southern District of New York
authorized Mr. Truesdell to settle with 11 preference and
potential defendants that provided for $375,488, in cash payments
to the Debtors' estates, and the waiver of $1,672,078, in
unsecured claims against the Debtors' estates.

Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, related
that the Mr. Truesdell has continued his review on claims files in
the Debtors' Chapter 11 cases and engaged in discussions with
claimants, including those holding unresolved claims subject to
the Debtors' prior claims objections.  Mr. Truesdell is in the
reconciliation process of 340 claims consisting of secured,
administrative and or priority claims, aggregating $4,463,511.

Mr. Truesdell has undertaken efforts to consolidate the
professionals performing services for the Debtors' estates to
minimize costs and promote an efficient administration of the
wind down effort, Mr. Power said.

                           Second Report

Mr. Truesdell discloses in his second report that from March 4, to
April 15, 2008, he distributed $72,833, to 30 holders of allowed
secured, administrative and priority claims.

He settled with five preference defendants and potential
defendants that provided for $232,000, in cash payments to the
Debtors' estates and the waiver of $1,766,443, in unsecured claims
against the Debtors' estates.  

He has also obtained three judgments against:

   * The Express Group, Inc. for $52,856;
   * Walking Billboards, Inc. for $69,582; and
   * Retail Choice LLC for $100,526

Mr. Truesdell has filed five omnibus objections to 377 claims made
up of secured, administrative, and priority claims aggregating
$5,966,181.  In addition, he filed individual objections to five
claim holders, which objections  are pending Court ruling on May
13, 2008.

                     About Musicland Holding

Based in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.

The Debtor's Second Amended Joint Plan of Liquidation was declared
effective as of Jan. 30, 2008.  (Musicland Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NASH FINCH: Board Declares 18 Cents Per Share Quarterly Dividend
----------------------------------------------------------------
The board of directors of Nash Finch Company declared a regular
quarterly cash dividend of 18 cents per share of common stock. The
dividend is payable May 30, 2008 to shareholders of record at the
close of business on May 16, 2008.  It is the Company's 327th
consecutive quarterly cash dividend.  There are 12,777,543 shares
of common stock outstanding.

Headquartered Minneapolis, Minnesota, Nash Finch Company (Nasdaq:
NAFC) -- http://www.nashfinch.com/-- is an American food      
distribution company.  Nash Finch's core business, food
distribution, serves independent retailers and military
commissaries in 31 states, the District of Columbia, Europe, Cuba,
Puerto Rico, the Azores and Egypt.  The company also owns and
operates a base of retail stores, primarily supermarkets under the
Econofoods(R), Family Thrift Center(R), and Sun Mart(R) trade
names.

                           *     *     *

As reported in the Troubled Company Reporter on March 27, 2008,
Moody's Investors Service confirmed all ratings for Nash Finch
(including it's corporate family rating at B2) with a positive
outlook.  Ratings confirmed are Corporate family rating at B2;
Probability of default rating at B2; $125 million senior secured
revolving credit at B2 (LGD4, 52%); $175 million senior secured
term loan B at B2 (LGD4, 52%); $322 million convertible senior
subordinated notes due 2035 at Caa1 (LGD5, 90%); and Outlook:
Positive.

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Standard & Poor's Ratings Services revised its outlook on Nash
Finch Co. to stable from negative.  At the same time, S&P affirmed
the company's 'B+' corporate credit and other ratings.  This
action reflects stabilized operating performance, improved credit
metrics and adequate liquidity.


NESTOR INC: Nasdaq Delisting Constitutes Event of Default
---------------------------------------------------------
Nestor Inc. received a Nasdaq staff determination letter dated
April 22, 2008, notifying the company that it has not complied
with Nasdaq Marketplace Rule 4310(c)(4).  The company had
initially been notified on April 23, 2007, that the bid price of
its common stock had closed at less than $1.00 per share over the
previous 30 consecutive business days.

In accordance with Marketplace Rule 4310(c)(8)(D), the company was
provided 180 calendar days, or until Oct. 22, 2007, to regain
compliance with the Rule.  On Oct. 23, 2007, because the company
met The Nasdaq Capital Market initial inclusion criteria set forth
in Rule 4310(c), except the bid price, the company was given an
additional 180 calendar day compliance period through April 21,
2008.  Because the company has not regained compliance with Rule
4310(c), the Nasdaq Staff has determined to delist the company's
securities from the Capital Market.

Unless the company requests an appeal of this determination,
trading of the company's common stock will be suspended at the
opening of business on May 1, 2008, and a Form 25-NSE will be
filed with the Securities and Exchange Commission, which will
remove the company's securities from listing and registration on
The NASDAQ Stock Market.

The company was advised by NASDAQ that it may appeal Staff's
determinations to the Panel, pursuant to the procedures set forth
in the NASDAQ Marketplace Rule 4800 Series.  The company was
advised that in connection with the appeal, it would be asked to
provide a plan to regain compliance to the Panel.

Historically, Panels have generally viewed a reverse stock split
in 30 to 60 days as the only definitive plan acceptable to resolve
a bid price deficiency.  A hearing request will stay the
suspension of the company's securities and the filing of the Form
25-NSE pending the Panel's decision, if received by April 29,
2008, prior to 4:00 p.m.  If the company does not appeal Staff's
determination to the Panel, the company's securities will not be
immediately eligible to trade on the OTC Bulletin Board or in the
"Pink Sheets."  The securities may become eligible if a market
maker makes application to register in and quote the security in
accordance with SEC Rule 15c2-11, and such application is cleared.  
Only a market maker, not the company, may file a Form 211.  
Pursuant to Marketplace Rules 6530 and 6540, a form 211 cannot be
cleared if the issuer is not current in its filing obligations.

     Delisting Constitutes Event of Default in Senior Notes

The failure of the company to maintain the listing of its common
stock on the Nasdaq Stock Market or on another national stock
market or exchange would constitute an event of default under its
existing Senior Debt and under certain Warrants issued in
connection with that Senior Debt.  The company, however, has
secured a Waiver and Forbearance from the Required Holders of its
Senior Secured Notes and Warrants temporarily waiving the Events
of Default until June 30, 2008.  The purpose of the Waiver and
Forbearance is to provide the company and the Holders with an
opportunity to negotiate a modification of the Senior Notes and
the Warrants or to consummate another transaction that would be of
mutual benefit.  Details regarding these Senior Secured Notes were
reported in the company's 2007 Annual Report on Form 10-K filed
with the SEC on April 15, 2008.

Because the company has obtained the Waiver and Forbearance, it
does not expect that it will appeal the Staffs delisting
determination.  Instead, the company intends to focus on
consummating a transaction with the Holders of its Senior Notes
and Warrants which will permit the company to continue its
operations in a positive manner.  The company intends to seek to
be traded on the OTC Bulletin Board.

                        Auditors' Opinion

The company's Form 10-K filed with the SEC on April 15, 2008,
contained auditors' unqualified opinion with an explanatory
paragraph regarding substantial net losses in recent years which
raised doubt regarding the company's ability to continue as a
going concern.  As a result, the company continues to seek
additional sources of equity and debt financing to fund system
installations and to position ourselves to capitalize on new
market and growth opportunities; however, there can be no
assurance that the funds will be available on terms acceptable.

A separate story on the opinion of the company's auditor regarding
its going concern and its annual 2007 report is included in
today's Troubled Company Reporter.

Clarence A. Davis, Chief Executive Officer of Nestor Inc., stated:
"Although we are disappointed that the market has not yet
recognized the dramatic advances the company has made, we remain
confident in the company's future and look forward to finalizing a
transaction with our Senior Note Holders that will give the
Company the runway it needs to succeed in the marketplace.  We are
delivering some of the finest service and best conviction rates in
the industry and will continue to grow our operations through
strategic sales initiatives."

                        About Nestor Inc.

Headquartered in Providence, Rhode Island, Nestor Inc. (NASDAQ:
NEST) -- http://www.nestor.com/-- is a provider of advanced    
intelligent traffic management solutions.  Nestor Traffic Systems
provides automated traffic enforcement solutions to state and
municipal governments.  Nestor Traffic Systems is the exclusive
North American distributor for the Vitronic PoliScanSpeed(TM)
scanning LiDAR capable of tracking multiple vehicles in multiple
lanes simultaneously.  CrossingGuard(R) uses patented multiple,
time-synchronized videos to capture comprehensive evidence of red
light and speed violations.  In addition, CrossingGuard(R) offers
customers a unique Collision Avoidance(TM) safety feature that can
help prevent intersection collisions.  CrossingGuard(R) is a
registered trademark of Nestor Traffic Systems, Inc.
PoliScanSpeed(TM) is a trademark of Vitronic.


NESTOR INC: Recurring Losses Cue Auditor's Going Concern Doubt
--------------------------------------------------------------
Carlin, Charron, & Rosen LLP raised substantial doubt about Nestor
Inc.'s ability to continue as a going concern, after it audited
the company's financial statements for the fiscal year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
recurring losses from operations.

As of Dec. 31, 2007, the company's balance sheet showed total
assets of $24.0 million, total liabilities of $22.1 million, and
total stockholders' equity of $2.9 million.

For the year ended Dec. 31, 2007, the company generated total
revenue of $11.5 million and incurred a net loss of $8.0 million,
as compared with total revenue of $8.0 million and net loss of
$7.4 million for the year ended Dec. 31, 2006.

The company had cash, cash equivalents and marketable securities
totaling $3,135,000 at Dec. 31, 2007, compared with $3,010,000 at
Dec. 31, 2006.  At Dec. 31, 2007, the company had working capital
of $3,041,000 compared with  $3,433,000 at Dec. 31, 2006.  The
company's net worth at Dec. 31, 2007, was $2,940,000 compared with
$5,502,000 at Dec. 31, 2006.

A full-text copy of the company's annual 2007 report is available
for free at http://ResearchArchives.com/t/s?2b09

                        About Nestor Inc.

Headquartered in Providence, Rhode Island, Nestor Inc. (NASDAQ:
NEST) -- http://www.nestor.com/-- is a provider of advanced    
intelligent traffic management solutions.  Nestor Traffic Systems
provides automated traffic enforcement solutions to state and
municipal governments.  Nestor Traffic Systems is the exclusive
North American distributor for the Vitronic PoliScanSpeed(TM)
scanning LiDAR capable of tracking multiple vehicles in multiple
lanes simultaneously.  CrossingGuard(R) uses patented multiple,
time-synchronized videos to capture comprehensive evidence of red
light and speed violations.  In addition, CrossingGuard(R) offers
customers a unique Collision Avoidance(TM) safety feature that can
help prevent intersection collisions.  CrossingGuard(R) is a
registered trademark of Nestor Traffic Systems, Inc.
PoliScanSpeed(TM) is a trademark of Vitronic.


NETBANK INC: Wants Until May 5 to File Chapter 11 Plan
------------------------------------------------------
NetBank Inc. with the consent of the Official Committee of
Unsecured Creditors asks the United States Bankruptcy Court for
the Middle District of Florida to further extend the exclusive
periods to:

   i) file a Chapter 11 plan until May 5, 2008; and

  ii) solicit acceptances of that plan until July 7, 2008.

The Debtor and the Committee agree on substantially all terms of
the plan but they need additional time to redraft the plan and
disclosure statement.  The Debtor relates that a death in the
family of its lead counsel has delayed in finalizing the
documentation of the plan.

The Debtor reminds the Court that it is presently liquidating its
remaining assets to maximize the recovery to creditors to ensure
the equal distribution of the proceeds.

As previously reported in the Troubled Company Reporter, the
Debtor's exclusive plan filing period will terminate on April 21,
2008.

                          About NetBank

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  The U.S. Trustee for Region 21 appointed
six creditors to serve on an Official Committee of Unsecured
Creditors of the Debtor's case.  Rogers Towers and Kilpatrick
Stockton LLP represent the Committee in this case.  As of
Sept. 25, 2007, the Debtor listed total assets at $87,213,942
and total debts at $42,245,857.


NEVADA POWER: Planned Reliant Deal Won't Affect S&P's Ratings Now
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that Nevada Power Co.'s
(BB-/Positive/B-2) announced plans to acquire Reliant's 598 MW
Bighorn Electric natural gas-fired combined-cycle unit for
$500 million will have no immediate impact to current ratings.  
The purchase, expected to be completed by year-end, will allow the
company to reduce its short power position and exposure to
wholesale power markets.


NEWCASTLE MORTGAGE: Moody's Downgrades Ratings on Eight Tranches
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 8 tranches
from 1 subprime RMBS transaction issued by Newcastle Mortgage
Securities Trust.  3 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: Newcastle Mortgage Securities Trust 2006-1

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

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

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

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

  -- 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


NORTEK INC: Weak Fin'l Profile Prompts S&P to Chip Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Nortek
Inc. and its parent, NTK Holdings Inc.  The corporate credit
ratings were lowered to 'B-' from 'B'.  S&P placed all ratings on
CreditWatch with negative implications.
      
"The downgrade and CreditWatch listing reflect Nortek's weaker
overall financial profile resulting from the challenging operating
conditions in its new residential construction and remodeling
markets," said Standard & Poor's credit analyst Pamela Rice.
     
The company's credit metrics have deteriorated to a level no
longer consistent with the prior rating.  Furthermore, given S&P's  
concerns about the U.S. economy, difficult credit markets, and
cost inflation, S&P expect Nortek's credit metrics to remain
challenged for at least the next several quarters.
     
In resolving the CreditWatch listing, S&P will discuss with
management its plans to address its covenant position in the
difficult operating and credit market environment beyond second-
quarter 2008.


NOVASTAR FINANCIAL: Former CEO Gets $1.1 Mil. Compensation in 2007
------------------------------------------------------------------
In a regulatory filing, Novastar Financial Inc. disclosed that
former chief executive officer Scott F. Hartman received $1.1
million in total compensation for the year 2007, including a
salary of $663,204 and option awards worth $231,847.

On Dec. 18, 2007, Mr. Hartman was terminated without "cause" as
CEO, effective as of Jan. 3, 2008, as part of a management
restructuring intended to reduce management personnel to a level
in line with the needs of the Company in light of changes in the
business environment and operations of the company.  In addition,
he resigned from the company's Board of Directors, effective as of
Jan. 3, 2008.

The company and Mr. Hartman concluded that the applicable
provisions of Mr. Hartman's employment agreement were acceptable
to each party.  Accordingly, Mr. Hartman received the rights and
benefits specified in his employment agreement as applicable
following termination of employment without cause.  Mr. Hartman
received compensation for 60 days at his base salary which existed
immediately prior to termination, in accordance with the federal
Worker Adjustment and Retraining Notification Act.

The company had a negative book value as of Dec. 31, 2007,
therefore, Mr. Hartman's severance payment was capped at the
lesser of $120,000 or one times his 2007 base salary and 2006
annual incentive compensation.  The payment was paid in a single
lump sum in January 2008.  In addition, Mr. Hartman was paid two
months of his base salary in fulfillment of the company's
obligations under the federal Worker Adjustment and Retraining
Notification Act and he was paid his accrued vacation.

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- prior to   
significant changes in its business during 2007 and the first
quarter of 2008, the company originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.  

The company retained, through its mortgage securities investment
portfolio, significant interests in the nonconforming loans it
originated and purchased, and through its servicing platform,
serviced all of the loans in which it retained interests.  

During 2007 and early 2008, the company discontinued its mortgage
lending operations and sold its  mortgage servicing rights which
subsequently resulted in the abandonment of its servicing
operations.

Historically, the company had elected to be taxed as a REIT under
the Code.  During 2007, the company announced that it would not be
able to pay a dividend on its common stock with respect to its  
2006 taxable income, and as a result, its status as a REIT
terminated retroactive to Jan. 1, 2006.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$3.231 billion in total assets and $3.442 billion in total
liabilities, resulting in a $211.5 million total sotckholders'
deficit.

                            *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Deloitte & Touche LLP, in Kansas City, Missouri, expressed
substantial doubt about Novastar Financial Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  

The auditing firm pointed to the company's deficit in
shareholders' equity, the disruption in the credit markets and
related liquidity issues, the sale of its loan servicing
operations and the decision to cease all of its mortgage lending
operations raise substantial doubt about its ability to continue
as a going concern.


NTK HOLDINGS: S&P Cuts Rating to B- on Unit's Weak Fin'l Profile
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Nortek
Inc. and its parent, NTK Holdings Inc.  The corporate credit
ratings were lowered to 'B-' from 'B'.  S&P placed all ratings on
CreditWatch with negative implications.
      
"The downgrade and CreditWatch listing reflect Nortek's weaker
overall financial profile resulting from the challenging operating
conditions in its new residential construction and remodeling
markets," said Standard & Poor's credit analyst Pamela Rice.
     
The company's credit metrics have deteriorated to a level no
longer consistent with the prior rating.  Furthermore, given S&P's  
concerns about the U.S. economy, difficult credit markets, and
cost inflation, S&P expect Nortek's credit metrics to remain
challenged for at least the next several quarters.
     
In resolving the CreditWatch listing, S&P will discuss with
management its plans to address its covenant position in the
difficult operating and credit market environment beyond second-
quarter 2008.


OLIN CORP: S&P Puts '4' Recovery Rating on 'BB+' Rated Debt
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned recovery ratings to
Olin Corp.'s unsecured notes, while leaving the issue-level
ratings on this debt unchanged.  The issue-level ratings on the
company's 6.75% unsecured notes due 2016 and 9.125% unsecured
notes due 2011 remain at 'BB+', and S&P assigned a recovery rating
of '4' to this debt, indicating S&P's expectation for average
(30% to 50%) recovery in the event of a payment default.
     
The corporate credit rating on the Clayton, Missouri-based company
is 'BB+' and the outlook is stable.
      
"The ratings on Olin reflect a below-investment-grade business
profile, considerable cyclicality of earnings, and exposure to the
volatile commodity chemical cycle through its chlor-alkali
operations," said Standard & Poor's credit analyst Wesley E.
Chinn.


OPEN ENERGY: Posts $8,934,000 Net Loss in 3rd Qtr. Ended Feb. 29
----------------------------------------------------------------
Open Energy Corp. reported a net loss of $8,934,000 on net
revenues of $2,746,000 for the third quarter ended Feb. 29, 2008,
compared with a net loss of $6,238,000 on net revenues of
$1,779,000 in the same period last year.

The net loss for the current quarter included $2,494,000 in stock-
based compensation, $221,000 in depreciation and amortization
expense, and $3,086,000 in non-cash interest from the amortization
of the discounts recorded in connection with warrants, beneficial
conversion features and original issue discounts, and non-cash
deferred financing fees associated with convertible debentures and
notes payable.

                          Balance Sheet

At Feb. 29, 2008, the company's consolidated balance sheet showed
$29,936,000 in total assets, $22,731,000 in total liabilities, and
$7,205,000 in total stockolders' equity.

The company's consolidated at Feb. 29, 2008, also showed strained
liquidity with $12,171,000 in total current assets available to
pay $15,106,000 in total current liabilities.

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?2afc

                          Going Concern

As reported in the Troubled Company Reporter on Sept 17, 2007,
San Diego, Calif.-based Squar, Milner, Peterson, Miranda &
Williamson, LLP expressed substantial doubt about Open Energy
Corporation's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and working capital
deficiency.

The company has incurred losses since inception totaling
$80.7 million through Feb. 29, 2008.

                          About Open Energy

Solana Beach, Calif.-based Open Energy Corporation (OEGY.OB) --
http://www.openenergycorp.com/-- together with its subsidiaries,  
engages in the development and commercialization of solar energy
products and technologies for power production and water
desalination.  It offers building-integrated photovoltaic roofing
materials for commercial, industrial, and residential markets.


OWN IT: Fitch Chips Ratings on Three Certificate Classes
--------------------------------------------------------
Fitch Ratings has taken rating actions on one Own It Mortgage Loan
Trust mortgage pass-through certificate transaction.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are now removed.  Affirmations total $199.5 million
and downgrades total $64.7 million.  Break Loss percentages and
Loss Coverage Ratios for each class are included with the rating
actions as:

Series 2005-2
  -- $20.3 million class A-1A affirmed at 'AAA',
     (BL: 98.62, LCR: 5.38);

  -- $10.2 million class A-1B affirmed at 'AAA',
     (BL: 96.60, LCR: 5.27);

  -- $5.0 million class A-2C affirmed at 'AAA',
     (BL: 98.98, LCR: 5.40);

  -- $42.9 million class M-1 affirmed at 'AA+',
     (BL: 81.58, LCR: 4.45);

  -- $37.6 million class M-2 affirmed at 'AA+',
     (BL: 67.83, LCR: 3.70);

  -- $22.9 million class M-3 affirmed at 'AA',
     (BL: 59.39, LCR: 3.24);

  -- $21.8 million class M-4 affirmed at 'AA',
     (BL: 51.35, LCR: 2.80);

  -- $19.4 million class M-5 affirmed at 'AA-',
     (BL: 41.21, LCR: 2.25);

  -- $19.4 million class M-6 affirmed at 'BBB',
     (BL: 36.49, LCR: 1.99);

  -- $16.5 million class B-1 downgraded to 'BB' from 'BB+'
     (BL: 30.17, LCR: 1.65);

  -- $15.3 million class B-2 downgraded to 'B' from 'BB-'
     (BL: 24.27, LCR: 1.32);

  -- $12.9 million class B-3 downgraded to 'CCC' from 'B'
     (BL: 19.06, LCR: 1.04);

  -- $8.2 million class B-4 revised to 'CC/DR5' from 'CC/DR2'
     (BL: 15.73, LCR: 0.86);

  -- $11.8 million class B-5 revised to 'CC/DR6' from 'CC/DR3'
     (BL: 11.86, LCR: 0.65).

Deal Summary
  -- Originators: 100% Ownit Mortgage Solutions Inc.;
  -- 60+ day Delinquency: 35.37%;
  -- Realized Losses to date (% of Original Balance): 2.56%;
  -- Expected Remaining Losses (% of Current balance): 18.32%;
  -- Cumulative Expected Losses (% of Original Balance): 6.83%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and 2005 with regard to continued poor loan performance and
home price weakness.
Powermate Holding Corp. and its debtor-affiliates have engaged
Windham Professionals, Inc., to assist them in the collection of
certain outstanding accounts receivable with balances of less than
$50,000.


PAETEC HOLDING: Earns $15.5 Million in 2007 Fourth Quarter
----------------------------------------------------------
PAETEC Holding Corp. reported net income of $15.5 million for the
fourth quarter ended Dec. 31, 2007, compared to fourth quarter
2006 net income of $2.6 million.

The company said that the increase in net income is primarily due
to approximately $15 million in purchase accounting adjustments to
depreciation and amortization and to stock-based compensation
associated with the US LEC acquisition.  

Fourth quarter 2007 included a reduction to depreciation and
amortization of approximately $17 million to recognize the
finalization of valuations and related useful life assessments of
tangible and intangible assets acquired through US LEC, offset in
part by $2 million of additional stock-based compensation expense
to recognize the finalization of the valuation of stock options
assumed in the US LEC acquisition.

Increased debt levels resulting primarily from the US LEC
acquisition increased interest expense for the fourth quarter of
2007 to $17.4 million from $10.2 million for the fourth quarter of
2006.

"2007 was an exciting year for PAETEC, finishing on a very
positive note with strong fourth quarter results," said PAETEC
chairman and chief executive officer, Arunas A. Chesonis.  "2008
marks PAETEC's 10th anniversary, and we plan to see more of the
same consistent, high quality growth that our employees,  
customers, and investors have come to expect from us."

Total revenue for the fourth quarter of 2007 increased 91% to
$288.6 million from $151.5 million for the fourth quarter of 2006,
principally due to the addition of US LEC's results, as well as
continued strength in multi-site MPLS virtual private networks  
sales.  

Adjusted EBITDA for the fourth quarter of 2007 increased 118% to
$55.7 million over adjusted EBITDA of $25.6 million for the fourth
quarter of 2006.  Adjusted EBITDA margin, which represents
adjusted EBITDA as a percentage of total revenue, was 19.3% for
the fourth quarter of 2007 compared to an adjusted EBITDA margin
of 16.9% for the fourth quarter of 2006.  

The company said that continued operating leverage of the
company's network and employee base and synergies related to the
US LEC acquisition, which was completed on Feb. 28, 2007,
continued to positively impact adjusted EBITDA margin, as PAETEC
achieved its targeted acquisition-related synergy goals for the
year.

Network services, which accounted for 82% of fourth quarter 2007
total revenue, experienced strong growth, increasing 98% year-
over-year to $235.8 million.  US LEC's operations, increasing MPLS
VPN sales, and continued strength in core integrated voice and
data T-1 sales all contributed to the positive results.  Carrier
services represented 14% of fourth quarter 2007 revenues and grew
75% year-over-year to $40.0 million, largely reflecting the
addition of US LEC's operations.  

Integrated solutions accounted for the remaining 4% of fourth
quarter 2007 revenues.  This business, which tends to generate
uneven results on a quarterly basis, experienced a 33% increase in
revenue over the fourth quarter of 2006 to $12.8 million.

                        Full Year Results

Total revenue for 2007 increased 78% to $1.04 billion from
$586.3 million for 2006, principally due to the addition of US
LEC's results and continued strong organic growth of new
integrated T-1 services and multi-site MPLS VPN sales, as well as
the deepening of the company's existing share of business from the
installed customer base.

Adjusted EBITDA for 2007 increased 114% to $196.2 million over
adjusted EBITDA of $91.8 million for 2006.  Adjusted EBITDA margin
was 18.8% for 2007 compared to an adjusted EBITDA margin of 15.7%
for 2006.  Continued operating leverage of the company's network
and employee base and acquisition-related synergies continued to
positively impact adjusted EBITDA margin.

Net income for 2007 was $10.5 million compared to net income of
$7.8 million for 2006.  For 2007, depreciation and amortization
expense of $75.2 million increased significantly from 2006
primarily due to the addition of US LEC's asset base.  Increased
debt levels resulting primarily from the US LEC acquisition
increased interest expense for 2007 to $68.4 million from
$27.3 million for 2006.

                       Capital Expenditures

Capital expenditures for the fourth quarter of 2007 increased to
$29.3 million, or 10.1% of total revenue, from $11.5 million, or
7.6% of total revenue, for the fourth quarter of 2006.  For full
year 2007 capital expenditures were $81.5 million, or 7.8% of
total revenue, compared to $41.0 million, or 7% of total revenue,
for 2006.  Capital expenditures for the fourth quarter of 2007
were largely applied to enhancements in the PAETEC network,
including significant investment in our IP facilities.

                     Cash Flow and Liquidity

PAETEC had a year-end cash balance of $112.6 million, up from a
third quarter 2007 level of $105.5 million, primarily as a result
of increased cash flow from operations and cash received from the
exercise of stock options.  Cash flow provided by operations was
$62.6 million in the fourth quarter of 2007, while cash flow
provided by operations was $21.8 million in the fourth quarter of
2006.

As of Dec. 31, 2007, PAETEC's $50 million revolver remained
undrawn and PAETEC had $790.5 million in long-term debt under its
term loan credit facility and senior notes.  As previously
announced on Jan. 30, 2008, PAETEC raised an additional
$100.0 million due 2013 through an incremental term loan facility
under its existing term and revolving loan credit agreement,
increasing to $595.5 million the total principal amount
outstanding under this agreement.

PAETEC's cash balance has decreased since Dec. 31, 2007, as a
result of the payment of McLeodUSA acquisition-related expenses.
Among other expenses, PAETEC extended on the acquisition closing
date a total of approximately $128.1 million of funds from cash on
hand and borrowings under its incremental term loan facility for
application toward the redemption of all of McLeodUSA's
outstanding 10 1/2% Senior Second Secured Notes due 2011 and
accrued interest.

                     Acquisition of McLeodUSA

On Feb. 8, 2008, the company completed a business combination by
merger with McLeodUSA pursuant to a merger agreement, dated as of
Sept. 17, 2007, as amended, among PAETEC Holding, McLeodUSA and PS
Acquisition Corp., PAETEC Holding's wholly-owned merger  
subsidiary.  In accordance with the merger agreement, PS
Acquisition Corp. merged with and into McLeodUSA, which was a
privately held company.  McLeodUSA was the surviving corporation
in the merger and became a wholly-owned subsidiary of PAETEC
Holding upon completion of the merger.

The company will account for the merger as a purchase of McLeodUSA
by the company using the purchase method of accounting under
generally accepted accounting principles.  As a result, the
assets, including identifiable intangible assets, and liabilities
of McLeodUSA as of the effective time of the McLeodUSA merger will
be recorded at their respective fair values and added to those of
PAETEC.  Any excess of purchase price over the net fair values of
McLeodUSA's assets and liabilities will be recorded as goodwill.  

                      Integration Update

Integration efforts related to the McLeodUSA acquisition are
currently focusing on network consolidation, the re-branding of
marketing, communications and sales materials, training, and human
resources related functions.  Over the next several months, the
focus is planned to expand to include the integration of systems,
back office processes, and sales and product catalogs.  PAETEC
continues to expect that it will be able to realize a total of
$20 million in acquisition-related synergies for 2008, with a run-
rate total of $30 million beginning in 2009.

Approximately two thirds of synergies are expected to come from
network-related functions, with approximately one third coming
from selling, general and administrative efficiencies.

"While we are still early on in the integration, functional teams
from both companies have been collaborating very well, and to date
we are on schedule with our objectives," said EJ Butler, Jr.,
chief operating officer for PAETEC.  "The goal remains to be in a
position to offer all PAETEC products and services across our
national footprint a soon as possible."

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.166 billion in total assets, $1.012 billion in total
liabilities, and $154 billion in total stockholders' equity.

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?2aee

                       About PAETEC Holding

Headquartered in Fairport, New York, PAETEC Holding Corp.
(NASDAQ GS: PAET) -- http://www.paetec.com/-- provides large,  
medium-sized and, to a lesser extent, small business end-user
customers in metropolitan areas with a package of integrated
communications services that includes local and long distance
voice, data, and broadband Internet access services.  PAETEC
Holding had approximately 3,900 employees as of March 1, 2008.  

As of March 1, 2008, excluding the effect of the McLeodUSA merger,
PAETEC Holding had in service 124,261 digital T1 transmission
lines, which represented the equivalent of 2,982,264 telephone
lines, for over 30,000 business customers in a service area
encompassing 53 of the top 100 metropolitan statistical areas.

                          *     *     *

PAETEC Holding Corp. still carries Moody's Investors Service's
Caa1 senior unsecured debt rating assigned on June 21, 2007.


PAINCARE HOLDINGS: Receives Notice From Amex on 10-K Filing Delay
-----------------------------------------------------------------
PainCare Holdings Inc. received a letter from the American Stock
Exchange on April 18, 2008 notifying the company that its delay in
filing its form 10-K for the fiscal year ended Dec. 31, 2007
constitutes a failure to comply with the continued listing
standards set forth in Sections 134 and 1101 of the AMEX company
guide.
    
On April 16, 2008, PainCare released a news statement reflecting
its comparative results for the 2006 and 2007 fiscal years, ended
Dec. 31.  The associated form 10-K is expected to be filed with
the U.S. Securities and Exchange Commission within the next
several weeks, upon completion of its review by the company's
independent audit firm.  PainCare reported it could not complete
the form 10-K within the prescribed time because the company
effected numerous dispositions of physician practices during the
2007 fiscal year resulting in the need for additional time to
complete the associated accounting and financial reporting.
    
Based on its review of the preliminary financial information
reported in news statement, the AMEX also notified PainCare by way
of a separate letter, dated April 18, 2008, that the company is
not in compliance with Section 1003(a)(i) of the company guide
with stockholders' equity of less than $2,000,000 and losses from
continuing operations and net losses in two out of its three most
recent fiscal years, Section 1003(a)(ii) of the company Guide with
stockholders' equity of less than $4,000,000 and losses from
continuing operations and net losses in three out of its four most
recent fiscal years, Section 1003(a)(iii) of the company Guide
with stockholders' equity of less than $6,000,000 and losses from
continuing operations and net losses in its five most recent
fiscal years and Section 1003(a)(iv) of the company Guide in that
it has sustained losses which are so substantial in relation to
its overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether the
company will be able to continue operations and meet its
obligations as they mature.
    
PainCare anticipates submitting a plan by May 2, 2008 advising the
AMEX of action it has taken, or will take, that will bring the
company back into compliance with Sections 134, 1101 and
1003(a)(iv) of the company Guide no later than July 17, 2008 and
an additional plan by May 19, 2008 addressing how it intends to
regain compliance with Sections 1003(a)(i), 1003(a)(ii) and
1003(a)(iii) of the company Guide no later than Oct. 19, 2009.  In
the event that the company fails to submit these plans, or submits
plans that are not accepted, it will be subject to delisting
proceedings.  Furthermore, if the plan is accepted, but the
company is not in compliance with the noted Sections of the AMEX
company Guide by July 17, 2008 or Oct. 19, 2008, as required, the
AMEX will initiate delisting proceeds, as appropriate.

                     About PainCare Holdings

Headquartered in Orlando, Florida, PainCare Holdings Inc.
(AMEX: PRZ) -- http://www.paincareholdings.com/-- provides pain-
focused medical and surgical solutions and services.  Through its
proprietary network of acquired or managed physician practices,
and in partnership with independent physician practices and
medical institutions throughout the United States and Canada,
PainCare is committed to utilizing the most advanced science and
technologies to diagnose and treat pain stemming from neurological
and musculoskeletal conditions and disorders.

Through its wholly owned subsidiary, Caperian Inc., PainCare
offers medical real estate and development services.  Through
Integrated Pain Solutions, the company is engaged in pioneering
the nation's first managed services organization that offers a
multi-disciplinary healthcare network focused on the treatment of
pain.


PARK PLACE: Higher Delinquencies Cue Moody's 14 Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 14 tranches
from 2 subprime RMBS transactions issued by Park Place.  3
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: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCW3

  -- Cl. M-6, Downgraded to Baa2 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: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WHQ4

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

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

  -- Cl. M-4, Downgraded to Ba1 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 Caa2 from Baa1

  -- Cl. M-8, Downgraded to Caa3 from Baa2

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


PARMALAT SPA: New Jersey Judge Dismisses Most Claims v. Citigroup
-----------------------------------------------------------------
The Hon. Jonathan N. Harris of the New Jersey Superior Court has
dismissed most of the claims filed by Parmalat S.p.A. against
Citigroup Inc., Bloomberg News reports.

According to the report, Judge Harris has dismissed fraud,
conspiracy, racketeering and unjust enrichment charges against
Citigroup.  

Citigroup, however, will still go to trial May 5, 2008, for
charges of aiding and abetting breach of fiduciary duty relating
to the corrupt insiders' larceny from Parmalat.

"We look forward to vindication on the remaining claims and our
counterclaims for the losses we suffered as a victim of
Parmalat's admitted fraud," Citigroup spokeswoman Andrea Hurst
told Bloomberg News.

Parmalat said the ruling narrowed its claims and measure of
damages against Citigroup.  Bloomberg News relates that Judge
Harris didn't specify the size of Citigroup's potential
liability.

                       About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court granted
Parmalat permanent injunction.


PARMALAT SPA: Extraordinary Shareholders' Meeting Set May 30
------------------------------------------------------------
Parmalat S.p.A.'s Board of Directors has met to examine a
request by shareholders representing in total 12.0639% of the
share capital to convene an Extraordinary Shareholders'
Meeting in accordance with article 2367 of the Civil Code.

The subject matter of the request received relates to the
"proposal to increase the threshold of 50% of the distributable
earnings and consequent change of the article 26 of the
Company's Bylaws."

The Board of Directors resolved to convene an Extraordinary
Shareholders' Meeting on:

    * May 30, 2008, on the first call;
    * June 3, 2008, if necessary, on the second call; and
    * June 4, 2008, if necessary, on the third call.

The documents relating to the agenda will be available at least
15 days before the date set for the first call at:

         Alitalia S.p.A.
         26 Via Oreste Grassi
         Collecchio (PR)
         Italy

Separately, Parmalat's Board of Directors has elected Raffaele
Picella as chairman and appointed Enrico Bondi as Chief Executive
Officer.

The company's Board also identified independent directors:

    * Piergiorgio Alberti,
    * Massimo Confortini,
    * Marco De Benedetti,
    * Andrea Guerra,
    * Vittorio Mincato,
    * Erder Mingoli,
    * Marzio Saa,
    * Carlo Secchi, and
    * Ferdinando Superti Furga

The current Board of Directors includes a higher number of
independent Directors (nine) than the minimum number (at least
six) required pursuant to Article 11 of the Bylaws.

The Board of Directors also approved the establishment of the
Committees, to which it appointed the members:

    * Litigation Committee:

      -- Massimo Confortini (Chairman),
      -- Ferdinando Superti Furga, and
      -- Vittorio Mincato;

    * Nominations and Compensation Committee:

      -- Carlo Secchi (Chairman),
      -- Andrea Guerra, and
      -- Marco De Benedetti

    * Internal Control and Corporate Governance Committee:

      -- Marzio Saa (Chairman),
      -- Carlo Secchi, and
      -- Ferdinando Superti Furga

                        About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court granted
Parmalat permanent injunction.


PARMALAT SPA: Court Closes Chapter 11 Cases of Former U.S. Units
----------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York entered a final decree closing the
Chapter 11 cases of Parmalat USA Corp., Farmland Dairies LLC, and
Farmland Stremicks Sub, L.L.C.

Pursuant to Section 1930(a)(6) of the Judiciary and Judicial
Procedures Code, the Reorganized and Liquidating Debtors will not
be obligated to pay quarterly fees to the U.S. Trustee for any
period beyond March 31, 2008 with respect to their Chapter 11
cases.

The Final Decree is without prejudice to the rights of the
Debtors or any party-in-interest to seek to reopen their Chapter
11 cases.

On behalf of Parmalat USA, Farmland Dairies and Farmland
Stremicks, formerly known as Milk Prodcts of Alabama L.L.C., Gary
T. Holtzer, Esq., at Weil, Gotshal & Manges, LLP, in New York,
said the U.S. Debtors have resolved approximately all of the 970
claims that were filed in their cases, as well as other matters
which remained open after the confirmation of their Modified
Chapter 11 Plan of Reorganization dated March 9, 2005.

Mr. Holtzer said there are two pending claims objections
remaining:

   (a) Parmalat USA and Farmland's objection to a priority tax
       claim filed by the New York State Department of Taxation
       and Finance; and

   (b) Parmalat USA's objection to a general unsecured personal
       injury claim.

According to Mr. Holtzer, the U.S. Debtors are hopeful that those
claims can be resolved without further intervention of the Court.  
In the interim, the U.S. Debtors have created reserves for those
disputed claims and hence are able to satisfy those claims upon
allowance.

Mr. Holtzer said the U.S. Debtors' cases have been "fully
administered" within the meaning of Section 350.

According to Mr. Holtzer, other than the two pending claims
objections, the U.S. Debtors' only remaining obligations will be
to:

     (i) make additional distributions pursuant to the Plan;
    (ii) file tax returns; and
   (iii) in the cases of Parmalat USA and MPA, dissolve.

Allowing the U.S. Debtors to close their Chapter 11 cases will
save significant expenses and benefit all parties, Mr. Holtzer
said.  Until the Court enters a final decree closing the cases,
the U.S. Debtors may be required to continue payment of quarterly
fees to the U.S. Trustee.  The U.S. Debtors have filed with the
Clerk of the Court their Bankruptcy Closing Report.

Accordingly, the U.S. Debtors submit that there is ample
justification for the entry of a final decree closing their
Chapter 11 cases.

A full-text copy of the U.S. Debtors Closing report is available
at no charge at:

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

                        About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court granted
Parmalat permanent injunction.


PARMALAT SPA: Trustee Seeks 3-Year Extension of Farmland Trust
--------------------------------------------------------------
At the behest of Gerald K. Smith, as Trustee of the Farmland
Dairies LLC Litigation Trust, the U.S. Bankruptcy Court for the
Southern District of New York extended the life of the Trust for
an additional three-year term, through and including April 12,
2011.

Mr. Smith relates that Farmland Trust was created under a trust
agreement between Farmland Dairies and Mr. Smith, in order to
pursue certain claims previously held by Farmland.  The Trust
Agreement assigned the claims to Farmland Trust, and provided
that the claims be liquidated and ultimately distributed to
certain creditors as beneficiaries.

According to Mr. Smith, Farmland Trust has already distributed
$36,126,269 to its beneficiaries, from claims that were
previously liquidated.  Farmland Trust is currently pursuing
additional claims in 17 Italian courts as well as in the United
States District Court for the Southern District of New York.  
Mr. Smith believes that the pending claims are meritorious, and
will result in substantial recoveries for Farmland Trust.  
However, Mr. Smith maintains, resolution of those matters will
take additional time.

In order to ensure certain tax advantages, and out of an abundance
of caution, Farmland Trust was established for a three-year term,
Mr. Smith relates.  The Trust Agreement provides that the three-
year term, which will expire on April 12, 2008, may be extended
for up to three years.  Mr. Smith believes that an extension will
not prejudice Farmland Trust's tax status.

Mr. Smith states that he is aware of no reason for the Bankruptcy
Court to deny the extension of Farmland Trust's three-year term.

Mr. Smith reserves the right to seek an additional extension, if
it becomes necessary and is in the best interest of Farmland
Trust's beneficiaries.

                        About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court granted
Parmalat permanent injunction.


PATHEON INC: Undertakes Series of Activities on Restructuring Plan
------------------------------------------------------------------
Patheon Inc. completed the sale of its York Mills facility located
in Toronto, Canada for $12.3 million effective April 15, 2008.

The agreement to sell the facility was entered into on Dec. 31,
2007 as part of Patheon's global network restructuring plan.   
Patheon is currently in the process of transferring all commercial
production and development services undertaken at its York Mills
facility to, primarily, its Whitby facility, with a smaller
portion of activity being transferred to the company's Mississauga
and Cincinnati facilities.  This is primarily intended to improve
capacity utilization and profitability at the continuing Canadian
sites.

Patheon is de-commissioning the York Mills facility and has leased
back the facility for up to two years in order to facilitate this
process.

"We are pleased that we have completed another step in our global
restructuring plan and are now focused on consolidating our
resources at Whitby and improving our productivity in our Canadian
Operations," Wes Wheeler, chief executive officer, said.

On Feb. 19, 2008, Patheon Inc. reported changes in the roles of
several of the company's senior executives.

Nick DiPietro has now assumed the role as executive vice-
president, corporate development and has relinquished his
responsibilities as president and chief operating officer of
Patheon.  Clive Bennett, former President has assumed the role of
chief technical officer, reporting to Wes Wheeler shief executive
officer.  Steve Liberty is appointed senior vice-president,
operations, Canada and USA.  These posts were effected March 1,
2008.

                        About Patheon Inc.

Headquartered in Mississauga, Ontario, Patheon Inc. (TSX: PTI) --
http://www.patheon.com/-- provides drug development and    
manufacturing services to the international pharmaceutical
companies located primarily in North America, Europe and Japan. It
produces both prescription and over-the-counter drugs for its
clients.  Patheon provides manufacturing services for a range of
products in many dosage forms and packaging, such as compressed
tablets, hard-shell capsules, liquids and powders filled in
ampoules, vials, bottles or pre-filled syringes. The
pharmaceutical development services provided by Patheon include
dosage form development services, scale-up and technology transfer
services, and manufacturing of pilot batches of drugs.


PATHEON INC: Moody's Holds B2 Rating; Changes Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of Patheon Inc. and changed the ratings outlook to negative from
stable.  Moody's also revised the rating on the $75 million
secured asset based revolver to Ba3 from B1 in accordance with
Moody's Asset-Based Loan Rating Methodology and reflecting Moody's
belief that the instrument would have very good recovery in a
distressed scenario.  The B1 rating on the $150 million senior
secured term loan B remains unchanged.

The negative outlook reflects risks associated with the company's
continued restructuring program and Moody's uncertainty regarding
the company's ability to improve profitability and sustain
meaningful free cash flow.  If the company does not begin to
demonstrate meaningful improvement in operating cash flow
generation by late 2008, there could be further pressure on the
ratings.

The B2 Corporate Family Rating is constrained by the weak
operating performance that Patheon has demonstrated over the last
several years, partly due to the underperformance of three Puerto
Rican facilities acquired in 2005.  The company continues to make
efforts to restructure the business, diversify its revenue base
and improve profitability.  The ratings are also constrained by
the risks inherent in the business, including loss of revenues due
to generic competition, product approval delays and client
repatriation of products.

The ratings are supported by the company's leading market position
in the pharmaceutical contract manufacturing arena which has high
barriers to entry and longer-term favorable industry fundamentals.   
The ratings are also supported by the company's relatively modest
financial leverage and good near-term liquidity and interest
coverage.

Affirmed:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

Instrument Ratings Revised:

  -- $75 million Senior Secured Asset Based Revolver, to Ba3
     (LGD3, 32%) from B1, (LGD3, 37%)

  -- $150 million Senior Secured Term Loan B, to B1 (LGD3, 34%)
     from B1 (LGD3, 37%)

The ratings outlook was changed to negative from stable.

Patheon, headquartered in Mississauga, Canada, is a leading
provider of commercial manufacturing and pharmaceutical
development services of branded and generic prescription drugs to
the international pharmaceutical industry.  Patheon's stock is
publicly traded on the Toronto Stock Exchange.  For the twelve
month period ended Jan. 31, 2008 Patheon reported revenues from
continuing operations of $651 million.


POPULAR ABS: Moody's Cuts 53 Tranches' Ratings From 10 RMBS Deals
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 53 tranches
from 10 subprime RMBS transactions issued by Popular.  Twenty
three 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: Popular ABS Mortgage Pass-Through Trust 2005-4

  -- Cl. B-1, Downgraded to Ba2 from Ba1

  -- Cl. B-2, Downgraded to B2 from Ba2; Placed Under Review for
     further Possible Downgrade

Issuer: Popular ABS Mortgage Pass-Through Trust 2005-5

  -- Cl. MV-4, Downgraded to Baa2 from Baa1

  -- Cl. MV-5, Downgraded to Ba3 from Baa2

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

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

  -- Cl. BV-2, Downgraded to Caa2 from Ba2

  -- Cl. BV-3, Downgraded to Caa3 from Ba3

Issuer: Popular ABS Mortgage Pass-Through Trust 2005-6

  -- Cl. M-2, Downgraded to Baa2 from A2

  -- Cl. M-3, Downgraded to Ba1 from A3

  -- Cl. M-4, Downgraded to B1 from Baa1

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

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

  -- Cl. B-1, Downgraded to Caa2 from Ba1

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

Issuer: Popular ABS Mortgage Pass-Through Trust 2005-D

  -- Cl. B-1, Downgraded to B1 from Ba1

  -- Cl. B-2, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

Issuer: Popular ABS Mortgage Pass-Through Trust 2006-A

  -- Cl. B-1, Downgraded to Ba3 from Ba1

  -- Cl. B-2, Downgraded to B2 from Ba3; Placed Under Review for
     further Possible Downgrade

Issuer: Popular ABS Mortgage Pass-Through Trust 2006-B

  -- Cl. M-3, Downgraded to Baa1 from A3

  -- Cl. M-4, Downgraded to Ba3 from Baa1

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

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

  -- Cl. B-1, Downgraded to Caa1 from Ba2

  -- Cl. B-2, Downgraded to Caa3 from B3

Issuer: Popular ABS Mortgage Pass-Through Trust 2006-C

  -- Cl. M-2, Downgraded to Baa3 from A2

  -- Cl. M-3, Downgraded to B1 from A3

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

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

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

  -- Cl. B-1, Downgraded to Caa2 from Ba1

Issuer: Popular ABS Mortgage Pass-Through Trust 2006-D

  -- Cl. M-2, Downgraded to Baa2 from A1

  -- Cl. M-3, Downgraded to Ba3 from A2

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

  -- 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. B-1, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

Issuer: Popular ABS Mortgage Pass-Through Trust 2006-E

  -- Cl. M-3, Downgraded to Baa1 from A2

  -- Cl. M-4, Downgraded to Ba1 from A2

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

  -- Cl. M-6, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

Issuer: Popular ABS Mortgage Pass-Through Trust 2007-A

  -- Cl. M-3, Downgraded to A2 from A1

  -- Cl. M-4, Downgraded to Baa1 from A2

  -- Cl. M-5, Downgraded to Baa2 from A3

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

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

  -- Cl. M-8, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B1 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B1 from Ba2; Placed Under Review for
     further Possible Downgrade


POTLATCH CORP: Moody's Keeps 'Ba1' Ratings on Proposed Spin-off
---------------------------------------------------------------
Moody's said that it affirmed Ba1 corporate family and senior
unsecured ratings of Potlatch Corporation and changed the rating
outlook to developing, from stable.  This rating action is in
response to the REIT's announcement of its proposed spin-off of
pulp-based businesses.

"The spin-off plan would result in the REIT retaining less
volatile and less commodity-oriented businesses, which is a plus
for the rating," said Maria Maslovsky, analyst at Moody's.  
"Still, much uncertainty remains associated with this transaction
including, most importantly, the capital structure of the new
timber REIT."  Moody's also noted that neither the financing nor
the executive management of the manufacturing businesses to be
spun-off have been determined yet; the operational teams currently
running these businesses are expected to remain in place.

The spin-off proposal would establish Potlatch's resource
(timberlands), wood products (primarily sawmills, plywood mill and
particleboard mills fed by timberland operations and strategically
proximate to their locations) and real estate businesses as a
stand-alone company with mostly stable cash flows derived in large
part from timber harvests, non-core land sales, and with the
upside of higher-and-better use real estate holdings.  The more
volatile, although recently highly profitable, pulp-based
businesses consisting of Potlatch's consumer products and pulp and
paperboard segments would operate separately with a new, to-be-
determined management team.  In addition, Moody's is cognizant of
the meaningful level of utilization of Potlach's line of credit
(44% at year-end 2007) as a result of the recent Idaho timberlands
acquisition and closely monitors the firm's liquidity.

The developing rating outlook reflects significant uncertainty
surrounding the proposed transaction.  Moody's would see positive
rating momentum likely for the new timber REIT if its new capital
structure is moderate and in line with rated timber REIT peers,
its timberland portfolio remains largely unencumbered, and
liquidity is sufficient.  However, should the company pledge a
meaningful portion of its asset base or increase debt or
distribution levels significantly, downward rating pressure would
occur. Negative rating movement would also likely result from any
liquidity challenges.

These ratings were affirmed with a developing outlook:

Potlatch Corporation -- corporate family rating at Ba1, senior
unsecured debt at Ba1

Potlatch Corporation is a timber REIT that owns 1.65 million acres
of forestland in Arkansas, Idaho, Minnesota and Wisconsin and
operates 12 manufacturing facilities in the western U.S.  As of
Dec. 31, 2007, its assets totaled $1.5 billion.


PULTE HOMES: Posts $696 Million in Quarter Ended March 31
---------------------------------------------------------
Pulte Homes disclosed financial results for its first quarter
ended March 31, 2008.  For the quarter, the company reported a net
loss of $696.1 million, compared with an $85.7 million net loss
for the prior year first quarter.  The first quarter 2008 net loss
included $663.6 million of pre-tax charges related to inventory
impairments and other land-related charges.  Impairments and land-
related charges for the prior year quarter were $132.1 million.  
Consolidated revenues for the quarter were $1.4 billion, a decline
of 23% from prior year revenues of $1.9 billion.

The difficult housing environment continued to erode during the
first quarter of 2008, Richard J. Dugas, Jr., President and CEO
of Pulte Homes, said.  Buyer demand for new homes continues to be
soft, home prices remain under pressure, and overall buyer
confidence is weak.  Despite these market challenges, Pulte
continues to make progress on its cash position, selling homes and
reducing its cost structure.  Our results were better than the
guidance previously provided of a loss of $0.15 to $0.30 per share
from continuing operations, exclusive of any impairments or land-
related charges.  This performance was accomplished through a
company-wide commitment to sell and close homes during the quarter
and continued efforts to control overhead.  We also reduced both
our level of speculative inventory and number of controlled lots.  
We ended the quarter with a $1.1 billion cash balance, inclusive
of a $212 million tax refund, and no debt outstanding under our
$1.6 billion revolving credit facility.  Pulte will continue to
position the company to capitalize on any market stabilization and
eventual recovery.

Revenues from homebuilding settlements in the first quarter
decreased 22% to $1.4 billion compared with $1.8 billion last
year.  The change in revenue for the quarter reflects a 13%
decrease in closings to 4,733 homes, and an 11% decrease in
average selling price to $295,000.

First quarter homebuilding pre-tax loss was $705.1 million,
compared with a $148.4 million pre-tax loss for the prior year
quarter.  The pre-tax loss for the 2008 first quarter reflects a
decline in gross margins primarily related to the impact of
impairments recorded in connection with our land inventory.  
Homebuilding SG&A expense decreased $79.7 million, or 28%,
compared with the prior year quarter.  During the first quarter of
2008, the Company recorded $663.6 million of impairments and land-
related charges, including $598.8 million related to land
impairments, $0.3 million associated with the write-off of land
deposits and pre-acquisition costs, and $64.5 million of
impairments of land held for sale.  For the prior year quarter,
these impairments and land-related charges totaled $132.1 million.

Net new home orders for the first quarter were 5,402 homes, valued
at $1.5 billion, which represent declines of 36% and 50%,
respectively, from prior year first quarter results. Pulte Homes'
ending backlog as of March 31, 2008 was valued at $2.6 billion
(8,559 homes), compared with a value of $4.7 billion (13,334
homes) at the end of last year's first quarter.  At the end of the
first quarter 2008, the Company's debt-to-capitalization ratio was
49%, and on a net debt-to-capitalization basis was 40%.

The company's financial services operations reported pre-tax
income of $15 million for the first quarter 2008, compared with
$13.2 million of pre-tax income for the prior year's quarter.  The
increase in first quarter 2008 pre-tax income was partially due to
a shift in the mix of mortgage loans closed toward more profitable
agency-backed products.  This was partially offset by a 32%
decline in mortgage loans originated during the quarter compared
with the prior year's quarter.  The mortgage capture rate for the
quarter was 89.9%, compared with 93% for the same quarter last
year.

At March 31, 2008, the company's balance sheet showed total assets
of $9.0 billion and total liabilities of $5.4 billion, resulting
in a $3.6 billion stockholders' equity.

                        About Pulte Homes

Pulte Homes Inc. (NYSE: PHM), based in Bloomfield Hills,
Michigan, is one of America's home building companies with
operations in 51 markets and 26 states, as well as in Puerto Rico.
During its 57-year history, the company has delivered over 500,000
new homes.  Pulte Mortgage LLC is a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

                          *     *     *

Moody's Investors Service's assigned Pulte Homes Inc. a Ba1 long-
term corporate family rating and a Ba1 senior unsecured debt
rating on October 2007.  Standard & Poor's Rating Services
assigned the company a BB+ long-term local issuer credit rating on
November 2007.  All ratings still apply.


QUECHAN TRIBE: Poor Credit Metrics Cue Fitch to Chip Ratings
------------------------------------------------------------
Fitch Ratings has downgraded these ratings assigned to The Quechan
Tribe of the Fort Yuma Indian Reservation:

  -- Issuer Rating to 'B+' from 'BB-';
  -- Gaming Enterprise revenue bonds series 2008 to 'BB-' from
     'BB';

  -- Governmental Project bonds series 2007 (Tax-Exempt) to 'B+'
     from 'BB-'.

The Rating Outlook is Stable.

The downgrades reflect deterioration in credit metrics due to weak
operating results at Quechan's gaming facilities in fiscal 2007,
continuing into the first quarter of fiscal 2008, and an increase
in the anticipated cost of financing for the pending gaming
enterprise revenue bond issuance.

Quechan is issuing debt in an aggregate amount of $205 million to
finance the construction of a replacement facility for its current
California casino.  Quechan issued approximately $45 million of
governmental project bonds in December 2007 and anticipates the
issuance of up to $160 million of gaming enterprise revenue bonds
to fund the remainder of the debt financing for the project cost.  
Due to adverse market conditions, the bonds are expected to carry
a considerably higher coupon rate than was contemplated at the
time of initial rating assignment.

Quechan experienced a 10% drop in earning before interest, taxes,
depreciation and amortization at its existing gaming operations in
fiscal 2007.  Approximately half of the drop in EBITDA was due to
increased payments to the State of California under an amended
compact agreement, and the remainder was the result of a softening
in both gaming and non-gaming revenue sources, likely the result
of weak economic trends affecting the consumer in the Yuma,
Arizona market.  Based on fiscal 2007 EBITDA and pro forma for the
$205 million in total issuance at a higher coupon than initially
anticipated, debt to EBITDA is 4.9 times, versus the 4.1x expected
at the time of initial rating assignment.  Debt service coverage
is 1.6x versus a contemplated 2x.

The California casino project is expected to open in March 2009;
an improvement in credit metrics due to the project's positive
impact on cash flows could provide a trigger for an upgrade to the
ratings.  However, Fitch notes that there may be further downward
pressure on the ratings during the construction period if the weak
operating trend that developed in fiscal 2007 continues to
pressure credit metrics in fiscal 2008 and beyond.  In addition,
if the financing cost for the remainder of the project funding is
above the level currently anticipated, the ratings may be adjusted
downward to reflect the impact on the metrics.


RELIANT ENERGY: Nevada Power to Buy Generating Plant for $500 Mil.
------------------------------------------------------------------
Nevada Power Company, a wholly owned subsidiary of Sierra Pacific
Resources, reached an agreement with Reliant Energy, Inc. to
acquire Reliant's 598-megawatt Bighorn Generating Station, a
natural gas-fired and combined-cycle power plant, located in
Primm, Nevada.

Under terms of the agreement, which is subject to certain
state and federal regulatory approvals, Nevada Power will pay
approximately $500 million for the plant, which is approximately
35 miles south of Las Vegas, plus related inventory.

The companies expect the acquisition's closing to occur later
this year following required approvals by the Public Utilities
Commission of Nevada, the Federal Energy Regulatory Commission and
Hart-Scott-Rodino review.

Commissioned in 2004, Bighorn utilizes "dry-cooling" technology
to conserve the area's water resources. In 2007, the plant
was recognized by OSHA's -- Occupational Safety and Health
Administration -- Voluntary Protection Program, and received a
VPP Star designation.

Goldman, Sachs & Co. and J.P. Morgan Securities Inc. serve as
financial advisors for Nevada Power and Reliant, respectively.

                      About Reliant Energy

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Jason M. Madron, Esq., Lee E. Kaufman, Esq., Mark D.
Collins, Esq., Paul Noble Heath, Esq., Richards, Robert J. Stearn
Jr., Esq., at Layton & Finger P.A., and Timothy P. Cairns,
Pachulski Stang Ziehl & Jones represent the Debtors.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditors in these cases.  David B. Stratton, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamiltion LLP, represent the Committee.  
When the Debtors filed for protection from their creditors,
they listed total assets of $362,000,000 and total debts of
$342,000,000.


REPUBLIC AIRWAYS: To File $260MM Damage Claim on Frontier Rebuff
----------------------------------------------------------------
Republic Airways Holdings reached an agreement with Frontier
Airlines Holdings Inc. with respect to Frontier Airlines'
rejection of its Airline Services Agreement in Frontier Airlines
Chapter 11 cases.  The agreement is subject to customary
approvals.  Currently, Republic Airways is operating 12 E170
aircraft under the ASA.  Republic Airways intends to file a damage
claim for approximately $260 million arising out of Frontier
Airlines rejection of the ASA.  The ultimate amount of the
Republic Airways' claim will be determined in the future by the
Bankruptcy Court.  The ultimate recovery value of the claim is
unknown at this time.

We have enjoyed our partnership with Frontier and have a lot of
respect for their people, Republic Airways CEO Bryan Bedford
said.  It's unfortunate that despite their many efforts to
reorganize their business outside of Chapter 11, factors beyond
their control conspired to force a deeper reorganization.  We wish
them success in their continuing efforts to combat persistently
high oil prices.

The agreement provides for an orderly wind down under which
Republic Airways will remove four aircraft on May 1, 2008, an
additional six aircraft on June 2 and the final two aircraft on
June 23, 2008.  Immediately prior to Frontier's filing, Republic
Airways was generating approximately $6 million in gross monthly
revenues under the ASA.  Under the ASA, Frontier pays for certain
costs such as fuel and landing fees directly.

Republic Airways has additional commitments on five E170 aircraft
that would have otherwise been placed into service with Frontier
during the second half of 2008.  Republic Airways will seek to
place the aircraft into service with other airline partners and
sell the aircraft.

We appreciate the great job Republic has done in helping us serve
our customers, Frontier President and CEO Sean Menke said.  
Republic, while operating under the Frontier brand, provided a
safe, efficient and customer friendly product that is hallmark to
our company.  Unfortunately with current economic conditions and
other business changes, we have been forced to drastically rethink
the use of regional aircraft in our fleet mix.

                      About Frontier Airlines

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; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  

                      About Republic Airways

Based in Indianapolis, Indiana, Republic Airways Holdings
(NASDAQ/NM: RJET) -- http://www.rjet.com/-- is an airline holding  
company that owns Chautauqua Airlines, Republic Airlines and
Shuttle America.  The airlines offer scheduled passenger service
on approximately 1,300 flights daily to 125 cities in 37 states,
Canada, Mexico and Jamaica through airline services agreements
with six U.S. airlines.  All of the airlines flights are operated
under their airline partner brand, such as AmericanConnection,
Continental Express, Delta Connection, Frontier Airlines, United
Express and US Airways Express.  The airlines currently employ
approximately 5,000 aviation professionals and operate 226
regional jets.


REUNION INDUSTRIES: Closes Sale of Pressure Vessels for $66.3 Mil.
------------------------------------------------------------------
Reunion Industries Inc. completed the sale of the business and
substantially all of the assets and liabilities of its pressure
vessels division to subsidiaries of Everest Kanto Cylinder Ltd.,
for cash consideration of $66.3 million, subject to a post-closing
adjustment based on a closing balance sheet to be prepared within
60 days of the closing date.

The company deposited $875,000 of the purchase price in a one-year
escrow as security for any claims of the buyer that may arise
after closing under the governing asset purchase agreement.   
Reunion was advised on this transaction by Lincoln International.
   
Reunion Industries is currently operating as debtor and
debtor-in-possession in its case under Chapter 11 of the U.S.
Bankruptcy Code, which is pending before U. S. Bankruptcy Court in
Bridgeport, Connecticut.
   
Reunion's pressure vessels division, located in McKeesport,
Pennsylvania, manufactures and sells large seamless pressure
vessels for the containment and transportation of pressurized
gasses.  Reunion President Kimball Bradley stated in his comments
on the sale that he was very pleased that the buyer was employing
all of the existing employees in the McKeesport plant and that the
buyer expressed its intent to operate and grow the business in
this facility.  Mr. Bradley added that he considers this sale to
be in the best interests of everyone connected with the company,
including its employees, customers, creditors and shareholders.

The Troubled company Reporter reported on March 4, 2008 that
Reunion Industries Inc. entered into an asset purchase agreement
to sell the business of its pressure vessels division to an
affiliate of Everest Kanto Cylinder Ltd., for cash consideration,
subject to adjustment, of $64.25 million to be paid at closing.  

                     About Reunion Industries

Headquartered in Pittsburgh, Pennsylvania, Reunion Industries
Inc. owns and operates industrial manufacturing operations that
design and manufacture engineered, high quality products for
specific customer requirements.  These products include large
diameter seamless pressure vessels, manufactured by its CP
Industries division, and hydraulic and pneumatic cylinders,
manufactured by its Hanna Cylinders division.  In addition,
the Debtor has a 65% interest in Shanghai Klemp Metal Products
Co., Ltd., a Chinese company located in Shanghai, China.
Shanghai Klemp manufactures metal bar grating.

Reunion Industries filed for Chapter 11 protection on Nov. 26,
2007 (Bankr. D. Conn. Case No.: 07-50727).  Two Reunion Industries
stockholders, Charles E. Bradley, Sr. Family, L.P., and John Grier
Poole Family, L.P., filed separate Chapter 11 petitions on the
same day (Bankr. D. Conn. Case Nos. 07-50725 and 07-50726).  Carol
A. Felicetta, Esq. at Reid and Riege, P.C. represents the Debtors
in their restructuring efforts.


ROBERT STEWART: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert W. Stewart
        1827 Belmont Avenue
        Carson City, NV 89706

Bankruptcy Case No.: 08-50570

Chapter 11 Petition Date: April 14, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris
                  Belding, Harris & Petroni, Ltd.
                  417 W. Plumb LN
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  email: steve@renolaw.biz

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

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

American Express               Credit Card              $129,189
777 American Expressway
Ft. Lauderdale, FL 33337-001

Wells Fargo                    Credit Card               $80,237
P.O. Box 348750                    
Sacramento, CA 95834

NES                            Collection - CR CD        $16,815
Bank of America
29125 Solon Road
Solon, OH 44139-3442

Bank of America                Credit Card               $15,891

American Express               Credit Card               $13,204

NES                            Collection - CR CD        $11,330
Bank of America

Creditors Financial Group      Collection - CR CD        $10,973
LLC

GM Card                        Credit Card               $10,043


GE Corporate Payments          Credit Card                $9,604
Services

Bank of America                Credit Card                $8,351

State Farm Bank                Credit Card                $7,912

Capital One                    Credit Card                $7,797

Citi Cards                     Credit Card                $7,630

Peoples Bank                   Credit Card                $6,312

Wells Fargo                    Credit Card                $5,201

Visa                           Credit Card                $3,597

Bank of America                Credit Card                $3,429

Chase                          Credit Card                $3,118

Bank of America                Credit Card                $3,039

Bank of America                Credit Card                $2,738

                                                                                              
RUEBEN LARSON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rueben Terrance Larson
        aka. R. Terrance Larson
             R T Larson dba. F/V Tricia Rai
             Rueben T. Larson
             Terrance Larson
        Vicki Anner Larson
        aka. Vickie A. Nelson
        P.O. Box 580
        Tokeland, WA 98590-0580

Bankruptcy Case No.: 08-41323

Chapter 11 Petition Date: March 27, 2008

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Cynthia A. Kuno
                  Crocker Kuno PLLC
                  720 Olive Wy Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-9894
                  email: ckuno@crockerkuno.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

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

Geraldine Ingraham          Personal Loan               $150,000
P.O. Box 685
Grayland, WA 98547

Ocean Gold Seafoods  Inc.   Draws                        $41,153
1804 North Nyhus
POB 114
Westport, WA 98595

Beresford-Booth PLLC        Legal services               $36,851
145 Third Avenue S
Suite 200
Edmonds, WA 98202-3593

Plaintiff Support Services  Legal claim                  $32,947
                            proceeds
                            "purchase
                            agreement"

John Friends, PS            Business debt                $31,621
                            (Tokeland Gold)

Poseidon Insurance SVCS     Boat insurance               $12,781
LLC

Cairncross & Hempelmann     Legal Services               $10,858
PS

John Friends, PS            Virgina Nelson Estate        $10,383

Dell Computer Corp.         Business debt - FV            $9,124
                            Tricia Rae    

Trilogy Crab Pots           Crab gear                     $8,000

Englund Marine &            Business debt                 $7,523
Industrial

Vetter's Animal Hospital    Larson Arabians               $5,122

South Beach Construction    Gear yard work                $3,750

Aberdeen Cemetry Inc.       Headstone maintenance fees    $2,894

Baldwin & Associates Inc.   Survey                        $2,295

Friends and Harvey ASSOC    Professional services         $1,955

Waughs                                                    $1,844

Airlift Northwest           Medical services              $1,471
Headquarters   

M. Andrew Atwood, DDS       Dental service                $1,166

Port of Gray Harbor         Boat moorage                  $1,143        
                                                                                                

SAKS INC: S&P Lifts Corporate Credit Rating to BB- from B+
----------------------------------------------------------
Standard & Poor's Rating Services raised the corporate credit
rating on luxury department store operator Saks Inc. to 'BB-' from
'B+'.  Concurrently, S&P removed all ratings from CreditWatch,
where they had been placed on Sept. 20, 2007.  The outlook is
positive.
     
S&P also raised the issue-level rating on Saks' unsecured notes to
'BB-', the same as the corporate credit rating on the company,
from 'B+', and assigned a recovery rating of '4' to this debt,
indicating the expectation of average (30%-50%) recovery of
principal in the event of default.

"The rating action reflects the significant progress the company
has made an improving its financial performance over the past two
years," said Standard & Poor's credit analyst Diane Shand, "and
our expectation that this trend will continue over the
intermediate term."  Saks Fifth Avenue store sales trends were
exceptional in 2006 and much of 2007 due to a good retail
environment and management's successful new merchandising and
marketing efforts.  Furthermore, the New York City-based company's
credit metrics have materially strengthened due to debt reduction
of $150 million since the end of 2005, while EBITDA grew strongly.


SHEPARD MARINE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Shepard Marine Construction Company Inc.
        30505 Beaconsfield
        Roseville, MI 48066
        
Bankruptcy Case No.: 08-48795

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------

Type of Business:

Chapter 11 Petition Date: April 11, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Craig LaMont Prater
                  Monroe, MI 48161
                  Tel: (734) 242-2929
                  email: craigprater@sbcglobal.net

Estimated Assets: $0 to $50,000

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

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

Daniel W. Williams & Sons    Non-Purchase Money         $204,042
LLC
21721 Alger Street
St. Clair Shores, MI 48080

First State Bank Mortgage    Non-Purchase Money         $200,000
Company LLC
24300 Little Mack Avenue
St. Clair Shores, MI 480809

Unites States Army           Non-Purchase Money          $99,801
Engineering Division
P.O. Box 1027
Detroit, Michigan 48231

McDowell & Associates Inc.   Non-Purchase Money          $98,346

Internal Revenue Service     941 Taxes                   $95,670

Spencer Oil Company          Purchase Money              $54,972

Foster Blue Water Oil LLC    Purchase Money              $43,737

United States Indemnity      Non-Purchase Money          $42,000
and Casualty

Facca, Richter & Pregler     Attorney for - United       $42,000
PC                           States Indemnity and
                             Casualty

Ferris Marine Contractors    Purchase Money              $39,000
Inc.

The Travelers                Non-Purchase Money          $25,860

Service Towing Inc.          Non-Purchase Money          $21,000

Cantarella & Associates      Attorney for Arlin Kinunen  $20,000

Contractor Steel Company     Purchase Money              $19,622

State of Michigan Dept. of   Taxes                       $10,455
Treasury

Mid-West Pipe & Piling       Purchase Money              $10,000
Supply Inc.

AAA Wire Rope and Splicing   Purchase Money               $9,771

BMJ Engineers & Surveyors    Non-Purchase Money           $9,176
Inc.

Richard E. Segal &           Attorney Fees                $3,285
Associates

Diesel Service Company       Non-Purchase Money           $3,104
                                                                                              

SIRVA INC: Court Extends Confirmation Hearing for Two Days
----------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York has extended SIRVA, Inc.'s confirmation
trial for two more days, reports The Wall Street Journal.

The Confirmation Hearing, which commenced April 18, 2008, was
scheduled to go for two days.  However, Judge Peck added a couple
more days to allow for more time, says the report.

"I am deeply concerned about the fire-drill aspects of this
bankruptcy case," Judge Peck told parties-in-interest present at
the Hearing.

Prior to April 18, the Debtors sought court approval to modify
their Plan to address objections filed by certain Class 5
unsecured creditors who were slated to recover nothing under the
Plan.

However, the Official Committee of Unsecured Creditors said the
changes require the Debtors to send its Plan back to creditors
for voting, says Dow Jones Newswires.

Due to continuing criticism at the Hearing, counsel for the
Debtors, Marc Kieselstein, P.C., at Kirkland and Ellis LLP in
Chicago, Illinois, had said the Debtors will withdraw the
changes, and revert back to the original plan, Dow Jones
reports.

            Plan Confirmation May be Further Delayed

Judge Peck said he is unlikely to approve SIRVA's Prepackaged
Joint Plan of Reorganization by April 30, 2008 -- the deadline
imposed by LaSalle Bank, an agent for SIRVA's secured lenders,
reports Tiffany Kary of Bloomberg News.

"There must be a Plan B because you are not going to put a gun to
my head to decide this by April 30," Judge Peck said.

The judge asked the banks to extend the April 30 deadline to May
14, 2008.

Representing LaSalle, Bojan Guzina, Esq., said the bank made a
recommendation to the lenders to extend the financing to May 14.

"We don't think it will be a problem and will be resolved early
[this] week," Mr. Guzina told Bloomberg News.

The Debtors' operations are funded through a securitization
program from LaSalle.  The funding gives the Debtors access to as
much as $182,500,000 at any time.  The Debtors have $9,000,000 in
equity in the LaSalle securitization at present.  LaSalle also
has a $19,000,000 priority claim from the Debtors.  If the
lenders decide to pull the financing, the Debtors may be forced
to borrow more money under its exit loan, Bloomberg says.

                    Parties Fight Over Reports

Prior to the Confirmation Hearing, the Official Committee of
Unsecured Creditors asked the Court to exclude from the record at
the Hearing the Debtors' entity level liquidation analyses
rebuttal report dated April 10, 2008.

Under the Court-established deadlines for fact and expert
discovery, parties were directed to exchange expert reports on
April 4, 2008, and rebuttal expert reports by April 10.  On April
10, the Debtors produced their Entity Level Liquidation Analyses
Rebuttal Report.

According to Committee counsel, Ilan D. Scharf, Esq., at
Pachulski Stang Ziehl & Jones LLP, in New York, the Debtors'
Rebuttal Report addresses the Debtors' contention that there is
no recovery to unsecured Class 5 claims in a liquidation on an
entity level.  The reports filed by the Committee do not address
liquidation at an entity level.  

Mr. Scharf argued that the Debtors' Rebuttal Report is nothing
more than a new report delivered too late and a supplement to the
Debtors' liquidation analysis dated April 5, 2008 -- and should,
therefore, be excluded.  The Committee pointed out that it is not
a rebuttal report but an expert report that should have been
produced on April 5.

The Committee further maintained that the Court should exclude
the Debtors' Rebuttal Report from the record because admission of
the Report will prejudice the Committee.

In response, the Debtors told Judge Peck that they had properly
served their Rebuttal Report -- which addresses the Committee's
challenges to substantive consolidation, as well as their expert
reports' analysis of recoverable assets -- consistent with the
Court's orders.  The Debtors insisted that there are no grounds
for prejudice against the Committee, much less "unfair prejudice"
as required under Rule 403 of the Federal Rules of Evidence.

The Debtors further asked the Court to (i) prohibit Triple Net
Investments IX, LP, from producing new documents at the
Confirmation Hearing, and (ii) to preclude the testimonies of
Greg Rogerson and Anthony Calascibetta.

According to the Debtors, the Court had ordered that document
production be completed by April 4, 2008.  Triple Net had told
the Debtors that it will not produce documents until after it
filed its objection to the Debtors' Plan last April 11, 2008.

On behalf of the Debtors, Mr. Kieselstein told Judge Peck that
Triple Net had waited until after its witnesses were deposed, and
until three days before the Confirmation Hearing, to produce the
documents pursuant to the Debtors' requests.  In response to the
Debtors' efforts to meet and confer, Triple Net had provided non-
responsive answers, and refused to abide by its discovery
obligations.

According to Mr. Kieselstein, the documents that Triple Net
produced on April 15, 2008, were an extremely limited subset of
the materials the Debtors requested, and are not even materials
which Mr. Rogerson will use for his testimony.

The Debtors pointed out that Mr. Rogerson and Mr. Calascibetta
should be precluded from offering testimony at the Confirmation
Hearing, and Triple Net should not be permitted to introduce into
evidence, rely on, or refer to, documents that are not timely
produced.

In reaction to the Debtors' contention, Triple Net informed Judge
Peck that the Debtors did not provide any legal support to
justify the exclusion of Mr. Calascibetta, who prepared a
rebuttal expert report based on the Debtors' and the Committee's
liquidation analyses.

Triple Net's attorney, Robert E. Nies, Esq., at Wolff & Samson
PC, in New York, said the documents relied upon by Mr.
Calascibetta were the expert report of Philip E. Kruse of Alvarez
& Marsal, and the deposition testimony of Daniel Mullin, chief
accounting officer of SIRVA, Inc.  All documents are in the
Debtors' possession.  Triple Net was under no obligation to
reproduce the documents since Mr. Calascibetta's report was a
rebuttal report.

Mr. Nies insisted that the Debtors' request should be denied
because Triple Net fully and completely responded to the Debtors'
discovery requests, and the Debtors were not prejudiced by any of
Triple Net's action, or inaction.  Besides, Mr. Nies added, the
Debtors failed to file a discovery motion to compel the
production of the documents.

Moreover, Triple Net asked the Court to exclude the testimony of
Mr. Mullin, and to preclude the evidence presented on the
Debtors' "creditor reliance" theory at the Confirmation Hearing.

Mr. Nies argued that Mr. Mullin's testimony, and all testimonies
concerning the Debtors' substantive consolidation, should be
excluded because the Debtors' actions denied creditors a
meaningful opportunity and sufficient time to acquire the
information needed to assess the consolidation.  

The Debtors' creditor reliance theory, as a separate basis for
substantive consolidation, has only been raised on the eve of the
Confirmation Hearing, Mr. Nies maintained.  Triple Net complained
that it had been denied discovery concerning evidence to support
or refute the theory.

Additionally, Mr. Nies informed the Court that Mr. Mullin had
professed no knowledge of any of the facts related to Debtors'
schedules of assets and liabilities, in violation of Rule 602 of
the Federal Rules of Evidence.  The Debtors' Schedules are a
critical component of any substantive consolidation analysis, he
said.

                        Debtors Talk Back

The Debtors replied that they presented Mr. Mullin for deposition
as the corporate representative on the substantive consolidation
issue.  

Mr. Kieselstein argued that Triple Net had failed to inform the
Court that Mr. Mullins had provided specific information based on
his firsthand knowledge, and described how intercompany
transactions are recorded.

According to Mr. Kieselstein, Triple Net's arguments are devoid
of legal support for its contention that the Debtors' Schedules
are related to substantive consolidation, let alone a  
prerequisite for testimony about how accounting is conducted at
SIRVA.

Mr. Mullin is intimately familiar with the company's accounting
systems and methods, the Debtors explained, and this familiarity
provides the requisite personal knowledge to allow him to
testify, under Rule 602 of the Federal Rules of Evidence.

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.  

(Sirva Inc. Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


SHEPARD MARINE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Shepard Marine Construction Company Inc.
        30505 Beaconsfield
        Roseville, MI 48066
        
Bankruptcy Case No.: 08-48795

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------

Type of Business:

Chapter 11 Petition Date: April 11, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Craig LaMont Prater
                  Monroe, MI 48161
                  Tel: (734) 242-2929
                  email: craigprater@sbcglobal.net

Estimated Assets: $0 to $50,000

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

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

Daniel W. Williams & Sons    Non-Purchase Money         $204,042
LLC
21721 Alger Street
St. Clair Shores, MI 48080

First State Bank Mortgage    Non-Purchase Money         $200,000
Company LLC
24300 Little Mack Avenue
St. Clair Shores, MI 480809

Unites States Army           Non-Purchase Money          $99,801
Engineering Division
P.O. Box 1027
Detroit, Michigan 48231

McDowell & Associates Inc.   Non-Purchase Money          $98,346

Internal Revenue Service     941 Taxes                   $95,670

Spencer Oil Company          Purchase Money              $54,972

Foster Blue Water Oil LLC    Purchase Money              $43,737

United States Indemnity      Non-Purchase Money          $42,000
and Casualty

Facca, Richter & Pregler     Attorney for - United       $42,000
PC                           States Indemnity and
                             Casualty

Ferris Marine Contractors    Purchase Money              $39,000
Inc.

The Travelers                Non-Purchase Money          $25,860

Service Towing Inc.          Non-Purchase Money          $21,000

Cantarella & Associates      Attorney for Arlin Kinunen  $20,000

Contractor Steel Company     Purchase Money              $19,622

State of Michigan Dept. of   Taxes                       $10,455
Treasury

Mid-West Pipe & Piling       Purchase Money              $10,000
Supply Inc.

AAA Wire Rope and Splicing   Purchase Money               $9,771

BMJ Engineers & Surveyors    Non-Purchase Money           $9,176
Inc.

Richard E. Segal &           Attorney Fees                $3,285
Associates

Diesel Service Company       Non-Purchase Money           $3,104
                                                                                               

SOUNDVIEW HOME: 148 Tranches From 19 Deals Get Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 148 tranches
from 19 subprime RMBS transactions issued by Soundview.  50
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: Soundview Home Loan Trust 2005-3

  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to Ba2 from Baa1
  -- Cl. M-8, Downgraded to Caa1 from Baa2
  -- Cl. M-9, Downgraded to Caa2 from Baa3

Issuer: Soundview Home Loan Trust 2005-4

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

  -- Cl. M-6, Downgraded to Ba1 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: Soundview Home Loan Trust 2005-CTX1

  -- Cl. M-10, Downgraded to Ba3 from Ba1
  -- Cl. B-1, Downgraded to Caa1 from Ba2

Issuer: Soundview Home Loan Trust 2006-1

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

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

Issuer: Soundview Home Loan Trust 2006-2

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

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

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

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

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

  -- Cl. B-1, Downgraded to Caa3 from B3

Issuer: Soundview Home Loan Trust 2006-3

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

  -- Cl. M-1, Downgraded to Baa2 from Aa1

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

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

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

  -- Cl. M-5, Downgraded to Caa1 from Ba2

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

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

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

  -- Cl. M-9, Downgraded to C from Ca

Issuer: Soundview Home Loan Trust 2006-EQ1

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

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

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

  -- Cl. M-5, Downgraded to B1 from A2; 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 Ba2

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

Issuer: Soundview Home Loan Trust 2006-EQ2

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

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

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

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

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

  -- Cl. M-6, Downgraded to B3 from Ba1; 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

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

Issuer: Soundview Home Loan Trust 2006-NLC1

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

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

  -- Cl. A-4, Downgraded to A3 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 Ba2

  -- Cl. M-5, Downgraded to Caa2 from B3

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

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

Issuer: Soundview Home Loan Trust 2006-OPT1

  -- Cl. M-4, Downgraded to Baa1 from A2

  -- Cl. M-5, Downgraded to B1 from A3

  -- 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 B1

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

Issuer: Soundview Home Loan Trust 2006-OPT2

  -- Cl. M-1, Downgraded to Aa3 from Aa2

  -- Cl. M-2, Downgraded to Baa1 from Aa3

  -- Cl. M-3, Downgraded to B1 from A1

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

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

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

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

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

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

Issuer: Soundview Home Loan Trust 2006-OPT3

  -- Cl. M-1, Downgraded to Aa3 from Aa2

  -- Cl. M-2, Downgraded to Baa1 from Aa3

  -- Cl. M-3, Downgraded to Ba3 from A1

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

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

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

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

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

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

Issuer: Soundview Home Loan Trust 2006-OPT4

  -- Cl. M-2, Downgraded to Baa1 from Aa3

  -- Cl. M-3, Downgraded to Ba2 from A2

  -- 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 Caa3

Issuer: Soundview Home Loan Trust 2006-OPT5

  -- Cl. M-2, Downgraded to Baa1 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 Baa1; Placed Under Review for
     further Possible Downgrade

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

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

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

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

Issuer: Soundview Home Loan Trust 2006-WF2

  -- 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 B1 from A2; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. M-8, Downgraded to Caa2 from Baa3

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

Issuer: Soundview Home Loan Trust 2007-1

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

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

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

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

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

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

  -- Cl. M-6, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-8A, Downgraded to Caa1 from B3

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

Issuer: Soundview Home Loan Trust 2007-NS1, Asset-Backed
Certificates, Series 2007-NS1

  -- 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 B1 from A2; 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 B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from B1

  -- Cl. M-10, Downgraded to Caa3 from Caa2

Issuer: Soundview Home Loan Trust 2007-OPT1

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

  -- 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 A3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-6, Downgraded to B2 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B2 from B1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from B3

Issuer: Soundview Home Loan Trust 2007-WMC1

  -- Cl. I-A-1, Downgraded to Ba1 from Aaa

  -- Cl. II-A-1, Downgraded to Ba2 from Aaa

  -- Cl. III-A-1, Downgraded to A2 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. III-A-2, Downgraded to A3 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. III-A-3, Downgraded to Ba1 from Aaa

  -- Cl. III-A-4, Downgraded to Ba2 from Aaa

  -- Cl. M-1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa2 from Aa2

  -- Cl. M-3, Downgraded to Caa3 from Aa3

  -- Cl. M-4, Downgraded to Ca from B3

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

  -- Cl. M-6, Downgraded to C from Ca


SOUTH COAST: Moody's Cuts Four Note Ratings on Weak Credit Quality
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by South Coast Funding II,
Ltd.:

Class Description: $360,450,000 Class A-1 Floating Rate Senior
Notes Due 2037

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $40,050,000 Class A-2 Floating Rate Senior
Notes Due 2037

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $42,500,000 Class A-3 Floating Rate Senior
Notes Due 2037

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

In addition, Moody's also downgraded these notes:

Class Description: $32,500,000 Class B Floating Rate Senior
Subordinate Notes Due 2037

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

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


STURGIS IRON: Committee et at. Balk at Bidding Procedures
---------------------------------------------------------
The Official Committee of Unsecured Creditors, Federal-Mogul
Corporation and Port of Monroe filed separate objections with
the United States Bankruptcy Court for the Western District of
Michigan to deny Sturgis Iron & Metal Co., Inc. for approval of
its proposed bidding procedures dated April 11, 2008, for the sale
of substantially all of its assets.

Federal-Mogul, a member of the Committee, alleges that the
Debtor seems to expedite the sale process without looking into the
positive result for the benefit of its creditors.  The proposed
asset purchase agreement was not filed with the Court until
April 17, 2008, Federal-Mogul points out.

The sale process is abbreviated and contains inadequate
information to any interested purchasers, the Committee says.  As
a result, it was unable to evaluate whether the proposed
$50,000,000 minimum purchase price is reasonable.

Port of Monroe argues that the period wherein a qualified bidder
can assign and assume contracts to the Debtor is insufficient.

As reported in the Troubled Company Reporter on April 22, 2008,
the Debtor asked the Court to approve the bidding procedure for
the sale of substantially all of its assets, free and clear of
interests, subject to higher and better offer.

According to the motion, the Debtor's real estate in Elkhart,
Michigan is up for sale in bulk for at least $50,000,000 as set
forth in the proposed form of asset purchase agreement as amended
on April 17, 2008.  The purchase agreement also includes the sale
of unimproved property adjacent to the Debtor's real estate in
Kalamzoo, Michigan.  There is a $2,100,000 allocation of purchase
price sufficient to pay in full all existing liens on the real
estate.

Judith Greenstone Miller, Esq., at Jaffe, Raitt, Heuer & Weiss,
P.C., said that the Debtor has not received any "stalking horse"
bid to date.  The sale of the Debtor's assets is in the best
interest of this estate, Ms. Greenstone said.

A sale hearing is set on May 9, 2008, to consider the Debor's
request.

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

                         About Sturgis Iron

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc. sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.

The company filed for chapter 11 protection on Apr. 4, 2008
(Bankr. W.D. Mich. Case No. 08-02966).  Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage,
Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss,
P.C. represent the Debtor in its restructuring efforts.  The
Debtor selected Kurtzman Carson Consultants LLC as claims agent.  
The U.S. Trustee for Region 9 appointed an Official Committee of
Unsecured Creditors in this case.  At the time of filing, the
Debtor listed estimated assets and debts both between $100 million
and $500 million.


TERWIN MORTGAGE: Moody's Cuts 59 Tranches' Ratings on Delinquency
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 59 tranches
from 7 subprime RMBS transactions issued by Terwin.  Sixteen
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: Terwin Mortgage Trust 2006-1

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

  -- Cl. I-M-5, Downgraded to B1 from A3

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

  -- Cl. I-B-1, Downgraded to Caa2 from Ba3

  -- Cl. I-B-2, Downgraded to Caa3 from B3

  -- Cl. I-B-3, Downgraded to Ca from B3

Issuer: Terwin Mortgage Trust 2006-11ABS

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

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

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

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

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

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

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

  -- Cl. M-6, Downgraded to Caa1 from B1

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

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

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

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

  -- Cl. B-2, Downgraded to C from Ca

Issuer: Terwin Mortgage Trust 2006-3

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

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

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

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

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

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

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

Issuer: Terwin Mortgage Trust 2006-5

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

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

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

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

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

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

  -- Cl. I-M-8, Downgraded to Caa3 from Ba2

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

  -- Cl. I-B-1, Downgraded to Ca from B3

  -- Cl. I-B-2, Downgraded to C from B3

Issuer: Terwin Mortgage Trust 2006-7

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

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

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

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

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

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

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

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

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

Issuer: Terwin Mortgage Trust 2007-4HE

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

  -- Cl. A-3, Downgraded to Ba3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa2 from Aa2

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

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

  -- Cl. M-4, Downgraded to C from Ba3

Issuer: Terwin Mortgage Trust, Series TMTS 2005-10HE

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

  -- Cl. B-3, Downgraded to Caa2 from Baa3

  -- Cl. B-4, Downgraded to Caa3 from Ba1

  -- Cl. B-5, Downgraded to C from Ba2


THORNBURG MORTGAGE: Unit's Default Cues Deutsche Bank Sell-Off
--------------------------------------------------------------
Thornburg Mortgage Inc. and Thornburg Mortgage Capital Resources
LLC -- a bankruptcy remote, special purpose indirect subsidiary --  
were issued notice issued by Deutsche Bank Trust Company Americas
in New York regarding a disposition of collateral.

Based on the notice, the collateral disposal will be held
beginning April 28, 2008, through 9:00 a.m. on May 23, 2008, at
the offices of Deutsche Bank located at 60 Wall Street in New York
City.

The collateral disposal is in accordance with Section 9-610 of the
Uniform Commercial Code as in effect in the State of New York and
the amended and restated security agreement dated as of Dec. 28,
2005, between Thornburg Mortgage Capital and Deutsche Bank, as
collateral agent.

The collateral agent hired Deutsche Bank Securities Inc. as
enforcement manager that will conduct the public sale of the
collateral.

The enforcement manager will accept bids for the collateral
beginning April 28, 2008, and no later than 9:00 a.m. on May 23,
2008, the auction period.  During the auction period, bidders may
submit to the enforcement manager a non-binding bid through
Bloomberg LP, a nationally-recognized trade management platform
utilized in connection with the auction of the securities.

The sale will be held on a "where is, as is" basis, without
representation and warranties.  The collateral may be sold to one
purchaser or broken down and sold to more than one purchaser.

Except for credit bids by the holders of the notes, bids for the
collateral must be in cash.  Cash purchasers must make full
payment to the enforcement manager on behalf of the collateral
agent immediately and not later than 5:00 p.m. New York time on
the date of sale.

Thornburg is entitled to an accounting of the unpaid debt secured
by the property for a charge not to exceed $100.  The issuer may
request an accounting by contacting:

          James Bowden
          Deutsche Bank Trust Company Americas
          Tel: (212) 250-2488
          james.bowden@db.com

Questions with respect to the sale should be sent to James Bowden
as well.

         Special Purpose Unit Defaults on $30MM Notes

As reported by the Troubled Company Reporter on April 21, 2008,
Thornburg Mortgage Capital Resources on April 14, 2008, did not
make payment on the final maturity date of $300 million of short
term notes due under Thornburg Mortgage Capital Resources'
commercial paper program.  The failure to make such payment
constitutes a program default by Thornburg Mortgage Capital
Resources, LLC under the commercial paper program.

The short term notes are collateralized by AAA-rated mortgage-
backed securities that are currently being liquidated by the
collateral agent for the commercial paper program.  The proceeds
from the liquidation of the mortgage-backed securities will be
used to pay the noteholders the outstanding balance on the short
term notes.  To the extent there are insufficient funds available
from the liquidation of the mortgage-backed securities, pursuant
to the program documents Thornburg Mortgage Capital Resources will
be liable for any balance due on the notes.

Thornburg Mortgage, Inc. is not a guarantor of the payments on the
short term notes and there is no contractual recourse to Thornburg
Mortgage, Inc. for the nonpayment of the short term notes.  The
commercial paper program was structured to make Thornburg Mortgage
Capital Resources, LLC bankruptcy remote from Thornburg Mortgage,
Inc.  The AAA-rated mortgage-backed securities purchased by
Thornburg Mortgage Capital Resources, LLC and any other assets of
Thornburg Mortgage Capital Resources, LLC are the source of
repayment of the notes when short term notes are not paid off at
maturity.

On April 15, 2008, a notice of program default was issued under
the commercial paper program.  The notice of program default
terminates, as of April 15, 2008, the Amended and Restated
Securities Sale and Contribution Agreement dated as of Dec. 28,
2005, between Thornburg Mortgage Depositor, L.L.C. and Thornburg
Mortgage, Inc.  Thornburg Mortgage Depositor, L.L.C. is a wholly
owned subsidiary of Thornburg Mortgage, Inc.

                     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'.


TOPAZ POWER: S&P Prelim. Rates $740MM Secured Facilities at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
credit rating to Austin, Texas-based Topaz Power Holdings LLC's
proposed $740 million senior secured facilities.  The credit
facilities consist of a $615 million construction term facility
due 2014, a $75 million revolver and letter of credit due 2013,
and a $50 million construction letter of credit due 2010.  An
additional facility may be a $100 million letter of credit that
would be solely available for right-way risk hedges.  The outlook
is stable.
     
S&P also assigned a recovery rating of '1' to the senior secured
credit facilities, indicating its expectation of a very high (90%
to 100%) recovery of principal in the event of payment default.  
All credit and recovery ratings are preliminary pending S&P's  
review of final project documentation.  

The borrower, Topaz Power, will be wholly owned by sponsor C/R
Energy Jade LLC (not rated), which is wholly owned by
Carlyle/Riverstone Global Energy & Power Fund III (not rated).  
Proceeds of the proposed debt issuance, along with equity
contributed by the sponsors, will help fund liquidity needs and
the cost of building two simple-cycle gas turbine plants (Laredo
Units 4 and 5) and converting two other plants (Barney Davis Unit
2 and Nueces Bay Unit 7) into combined-cycle gas turbine units.  A
fifth plant, Barney Davis Unit 1, is an existing steam generation
facility.  All five power plants will be located in the Electric
Reliability Council of Texas South region with a total projected
capacity of 1,911 MW (winter).
     
Under management's base case, net debt at 2014 maturity is
projected to be about $138 per kilowatt, while under market
stresses such as the Standard & Poor's price deck, net debt
remains at about a projected $258 per kW at the 2014 maturity.

The outlook is stable, reflecting near-term expectations for the
project.

"We could raise the ratings if the plants achieve a successful
operating history and the company implements additional hedges to
reduce cash flow volatility," said Standard & Poor's credit
analyst Matthew Hobby.

"A downgrade is possible if significant construction issues arise
or if operational issues materially affect plant economics," he
continued.


TOUSA INC: Committee Allowed to Hire Stearns as Local Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of TOUSA Inc.
and its debtor-affiliates obtained authority from the U.S.
Bankruptcy Court for the Southern District of Florida to retain
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel, nunc
pro tunc to February 14, 2008.

As reported by the Troubled Company Reporter on March 26, 2008,
Tara Lynn Torrens, vice president of Capital Research Company, as
co-chair of the Creditors Committee, asserted that the Committee
needs the services of Stearns Weaver to support and assist the
Committee's general counsel, Akin Gump Strauss Hauer & Feld, LLP.  
Stearns Weaver is contemplated to assist Akin Gump in
representing the Creditors Committee in all matters during the
pendency of the Debtors' Chapter 11 cases.

Ms. Redmond and Stearns Weaver have extensive experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11, Ms. Torrens maintained.

The Creditors Committee sought that all compensation and
reimbursement of expenses incurred by Stearns Weaver be paid as
administrative expenses of the estate pursuant to Sections 328,
330 and 331 of the Bankruptcy Code.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.         
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TOUSA INC: Committee Allowed to Hire Garden City as Info Agent
--------------------------------------------------------------
Judge John K. Olson authorizes the Official Committee of Unsecured
Creditors of TOUSA Inc. and its debtor-affiliates to retain Garden
City Group, Inc., as its information agent, nunc pro tunc to their
bankruptcy filing.

Notwithstanding anything to the contrary in the Application and
the Retention Agreement, in no event will:

    -- Garden City be indemnified in the Debtors' Chapter 11
       cases if the Debtors or an estate representative asserts a
       claim for, and a court determines by final order that the
       claim arose out of, the firm's own bad-faith, self-
       dealing, breach of fiduciary duty, if any, gross
       negligence or willful misconduct; and

    -- liability to the Creditors Committee for any claims,
       losses, costs, fines, penalties or damages, whether direct
       or indirect, arising out of or in connection with or
       related to the Agreement, be capped at the total amount
       billed or billable to the Debtors in respect of services
       performed for the Creditors Committee for the portion of
       the particular work which gave rise to the Losses.

Garden City's hourly rates are:

          Administrative                    $45 to $70
          Data Entry Processors             $55
          Mailroom and Claims Control       $55
          Project Administrators            $70 to $85
          Quality Assurance Staff           $80 to $125
          Project Supervisors               $95 to $110
          Systems & Technology Staff        $100 to $200
          Graphic Support                   $125
          Project Managers, Senior Project  $125 to $150
            Managers, & Dept. Managers
          Directors, Senior Consultants     $175 to $250
          Senior Management                 $250 to $295

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.         
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TRM CORP: Acquires ATM Deployer Access to Money for $15 Million
---------------------------------------------------------------
TRM Corporation acquired LJR Consulting Corp., dba Access To
Money, one of the nation's largest independently-owned ATM
deployers.  The transaction creates one of the largest ATM
networks in the United States, with a portfolio of approximately
12,200 transacting ATMs.  The purchase price of $15 million will
be paid through a combination of cash, TRM stock and a note.  
Douglas Falcone, Access To Money's President and Chief Executive
Officer, will assume the role of TRM Corporation's Chief Operating
Officer.  Boston, MA-based Tremont Capital Group, Inc., which
specializes in mergers and acquisitions in the ATM and related
industries, assisted in the transaction.

With the new credit facility announced separately, TRM has
resolved its outstanding material financial obligations, and with
its acquisition of Access To Money anticipates continued operating
efficiencies and improved results.

"Access To Money is a respected industry leader with strong vendor
relationships and a first-class provider.  I am extremely excited
about forging this new partnership with Doug Falcone and his very
talented team," Richard Stern, President and Chief Executive
Officer of TRM Corporation, said.  "This acquisition is further
evidence of our commitment to providing our customers with
exemplary service and will further our efforts towards achieving
operational excellence and increased profitability."

"This was an ideal opportunity for all of us at Access To Money to
apply our proven sales and service infrastructure to a
substantially larger portfolio of ATMs," Douglas Falcone added.  
"Throughout this acquisition process, the TRM and Access To Money
executive teams have developed a very close working relationship
and are a phenomenal cultural fit.  We are excited to officially
combine the teams and look forward to offering customers the best
service in the industry."

"This acquisition represents an ideal strategic combination, as
these two dynamic companies truly complement one another and
together will create a more competitive force in the ATM
industry," Sam M. Ditzion, President and Chief Executive Officer
of Tremont Capital Group, said.

                      About Access To Money

Whippany, New Jersey-based Access To Money(TM), a one source
provider of automated teller machines and banking solutions, was
founded in 1995 and has grown to become one of the largest
independently-owned ATM operators in the United States.

                       About TRM Corporation

Headquartered in Portland, Oregon, TRM Corporation (Nasdaq: TRMM)
-- http://www.trm.com/-- is a consumer services company that  
provides convenience ATM services in high-traffic consumer
environments.  TRM's ATM customer base is widespread, with
retailers throughout the United States.  TRM operates the second
largest non-bank ATM network in the United States.  The company
has a presence in the United Kingdom through its TRM Services
Limited unit.


TRM CORP: Closes LC Capital & Lampe Conway Financing Agreement
--------------------------------------------------------------
TRM Corporation entered into and closed financing pursuant to a
Securities Purchase Agreement, with LC Capital Master Fund, Ltd.
and Lampe Conway & Co., LLC, as Administrative Agent.

The financing extends credit to TRM in the form of a loan totaling
$11 million.

"We are pleased to secure this facility, especially in this
difficult funding environment.  This allowed us to complete our
acquisition of Access To Money which we also closed [Fri]ay and
announced separately as well as help resolve longstanding
financial issues at TRM.  Ultimately, these two initiatives are
the cornerstone for our future growth and success, and we
appreciate the support we received from our lenders,"  Richard
Stern, TRM's President and Chief Executive Officer, said.

The loan was used:

     (a) to pay the cash portion of the purchase price for TRM's
         acquisition of LJR Consulting Corp., d.b.a. Access To
         Money,

     (b) to pay eFunds $2.5 million in satisfaction of the
         settlement reached last December,

     (c) to satisfy all of the company's remaining loan to GSO
         Capital Partners,

     (d) to pay $1.0 million to Notemachine Limited in further
         reduction of the company's obligations under the
         Settlement Agreement dated as of Nov. 20, 2007,

     (e) to satisfy in full the company's loan from the

         Lender and the Administrative Agent dated Feb. 4, 2008
         and

     (f) to pay fees and expenses incurred in connection with
         the Purchase Agreement and the Access To Money
         acquisition.

In connection with the Purchase Agreement, the company issued
warrants to the Lender to purchase 12,500,000 shares in
aggregate of the Company's common stock.

                       About TRM Corporation

Headquartered in Portland, Oregon, TRM Corporation (Nasdaq: TRMM)
-- http://www.trm.com/-- is a consumer services company that  
provides convenience ATM services in high-traffic consumer
environments.  TRM's ATM customer base is widespread, with
retailers throughout the United States.  TRM operates the second
largest non-bank ATM network in the United States.  The company
has a presence in the United Kingdom through its TRM Services
Limited unit.


TRM CORP: McGladrey & Pullen Expresses Going Concern Doubt
----------------------------------------------------------
McGladrey & Pullen, LLP in Pennsylvania expressed substantial
doubt of the ability of TRM Corp. to continue as a going concern
after auditing the company's financial statements for the years
ended 2007 and 2006.  The auditing firm disclosed that it was
uncertain if 2008 operations will generate sufficient cash to
enable the company to comply with the covenants of its loan
agreements as well as pay its obligations on an ongoing basis.  
The firm added that a default under the company's financing
agreement with GSO Origination Funding Partners LP may render the
debt callable and trigger the cross-default provision in TRM
Inventory Funding Trust's Loan and Servicing Agreement.

                     2007 Financial Results

For the year ended Dec. 31, 2007, the company incurred a net loss
of $8,427,000 on sales of $90,386,000.  The company had previously
reported losses of $120,091,000 in 2006 and $8,871,000 on 2005.

At Dec. 31, 2007, the company's balance showed total assets of
$94,289,000 and total debts of $79,629,000 resulting in a
shareholders' equity of $13,160,000.  Shareholders' equity as of
Dec. 31, 2006 was $25,693,000.  The company's Dec. 31, 2007
balance sheet however showed a working capital deficit with total
current assets 71,939,000 and total current liabilities of
$76,620,000.

2007 was a transitional year for TRM as a company," Richard Stern,
president and CEO of TRM Corporation, stated.  "We began the year
addressing our balance sheet issues and finished the year focused
on our income statement and operational results.  Towards that
end, I am pleased with all that we accomplished.  Most
importantly, we experienced improved operating results, largely as
a result of our ongoing restructuring effort.  In addition, we
completed the Triple DES compliance project that was undertaken
throughout 2007 and we continue to optimize our ATM operations and
contracts."

"We continued to experience improved operating results stemming
from the continued vigilance regarding our cost structure,"
Mr. Stern continued.  "In the fourth quarter, we reported net
income and positive Adjusted EBITDA from continuing operations,
and we expect that trend to continue in 2008.  We are also further
encouraged by the fact that our average withdrawals per unit per
month have been maintained at a level consistent with 2006, which
points to our focus on maintaining the quality of our existing
estate."

                              Updates

The company disclosed that as a result of its financial
performance for the three months ended Sept. 30, 2006, it failed
to meet certain financial covenants of its financing agreements
with GSO Origination Funding Partners LP and other lenders.

On Nov. 20, 2006, we entered into amendments that restructured its
loans and waived the failure to meet the loan covenants.  Under
the restructured loan agreements principal payments of US$69.9
million were due in the first quarter of 2007.

During January 2007 the company sold its Canadian, United Kingdom
and German ATM businesses and its United States photocopy business
and used $98.4 million from the proceeds of those sales to make
principal and interest payments under these loans, leaving a
remaining balance of principal plus accrued interest of
$2.0 million.

                         efunds Agreement

In December 2007, the company entered into an agreement in
principle with eFunds to terminate a Master Services Agreement
originally scheduled to terminate in 2009.  In connection with the
termination of that agreement the company agreed to pay eFunds
US$2.5 million to settle disputed charges under the agreement.  
The payment will become due upon execution of a mutually
acceptable settlement and release agreement.

                      Notemachine Settlement

In November 2007, the company entered into a settlement agreement
with Notemachine, Limited, relating to the sale to Notemachine of
its United Kingdom and German ATM businesses in January 2007.  
Pursuant to the settlement agreement, the company agreed to repay
GBP3,250,000 ($6.4 million using exchange rates as of Dec. 31,
2007) in full and final settlement of claims by Notemachine
relating to the sale.

Payment terms under the settlement agreement were:

    -- GBP571,000 upon signing,
    -- GBP33,000 (interest only) in December 2007,
    -- GBP625,000 in January 2008, and
    -- 36 monthly payments of GBP71,212, including interest at
       15% per annum, commencing Feb. 1, 2008.

The settlement agreement requires the company to pay the remaining
outstanding balance to Notemachine from the proceeds of any debt
or equity financing, to the extent that proceeds are available
following payment of any debt with prior or superior liens,
including Term Loan B.  The company paid the November and December
2007 payments as scheduled, but paid only GBP250,000
in January.  The remainder of the payment scheduled in January
2008 was paid in February 2008 with proceeds from a Term Loan
Facility.

                         Term Loan Facility

In February 2008, the company entered into a Securities Purchase
Agreement with LC Capital Master Fund, Ltd. and Lampe Conway &
Co., LLC, serving as the administrative agent, pursuant to which
the company borrowed $1 million.

GBP380,000 from the proceeds of the loan was used to pay the
remainder of the January 2008 payment due to Notemachine, together
with interest on the unpaid balance.  The Lampe Facility loan
bears interest equal to adjusted LIBOR (as defined in the
Securities Purchase Agreement) plus:

   (i) 5% for each interest period for which we pay interest in
       cash or

  (ii) 15% for each interest period for which we do not pay
       interest in cash.

The Securities Purchase Agreement does not allow us to pay
interest in cash until our Term Loan B has been paid in full.

The Lampe Facility loan matures on the earliest of Dec. 6, 2012 or
immediately following our repayment of Term Loan B.  The company
also granted a warrant to LC Capital Master Fund, Ltd., to
purchase in the aggregate 2,500,000 shares of our common stock at
an exercise price initially equally to $0.40 per share, subject to
adjustment for any recapitalizations, stock combinations, stock
dividends and stock splits.  The warrant may be exercised at any
time and expire on Feb. 8, 2015.

Upon a default, LC Capital Master Fund, Ltd. can accelerate the
maturity under the Lampe Facility, subject to a 180-day standstill
with respect to any default or acceleration under the facility
with GSO Origination Funding Partners LP and the other lenders.

                             Dividends

The company said that it has not paid any dividends on our common
stock, and does not plan to pay dividends on its common stock for
the foreseeable future.  The company intends intend to retain
earnings, if any, to fund operations.

The company further said that its ability to pay cash dividends on
its common stock is subject to restrictions imposed by its credit
agreements with GSO Origination Funding Partners LP and the other
lenders and the Lampe Facility, which prohibit us from paying cash
dividends on our common stock without our lenders' consent.

A full-text copy of the company's financial report for the period
ended Dec. 31, 2007 may be viewed for free at:

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

                       About TRM Corporation

Headquartered in Portland, Oregon, TRM Corporation (Nasdaq: TRMM)
-- http://www.trm.com/-- is a consumer services company that  
provides convenience ATM services in high-traffic consumer
environments.  TRM's ATM customer base is widespread, with
retailers throughout the United States.  TRM operates the second
largest non-bank ATM network in the United States.  The company
has a presence in the United Kingdom through its TRM Services
Limited unit.


TYSON FOODS: Ceases York Plant Production, Eliminates 110 Jobs
--------------------------------------------------------------
Tyson Foods Inc. has consolidated some of its prepared foods
business as part of its ongoing effort to improve production
efficiency.  Production will be discontinued at the Tyson plant in
York, Nebraska, and subsequently shifted to one of the company's
other meat processing operations.  The York closing will result in
the elimination of 110 jobs.

Affected Team Members will continue to receive pay and benefits
through June 17 and production at the plant will end on or
before June 17.  The workers will be given the opportunity to
transfer to other Tyson locations and, in some cases, will be
offered cash incentives.

"Given the dynamics of the meat business, we must continually
pursue ways to operate more efficiently," said Roy Slaughter,
vice president of Poultry and Prepared Foods Operations for
Tyson. "After careful consideration, we have decided it will be
more efficient for another, larger operation to absorb the work
done at York."

The York plant produces uncooked meats such as flat iron steak
and the Shaved Steak(r) brand, as well as other sliced beef and
pork items for various retail and foodservice customers.  Tyson
plans to move some of the equipment from York to the company's
recently restructured meat processing operation in Emporia,
Kansas, which employs more than 700 people.  company officials
currently believe the existing workforce at Emporia is capable
of handling York's production with very little additional
staffing.

"We want to thank our York Team Members for their hard work over
the years and also thank the York community for its support of
our operation," Mr. Slaughter said.

The York facility was originally built as a pork slaughter plant
in 1952.  It has since been remodeled and operated by numerous
companies over the years including IBP, inc., which was
purchased by Tyson Foods in 2001.

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of
chicken, beef, and pork.  The company makes a wide variety of
protein-based and prepared food products at its 123 processing
plants.  Tyson has approximately 114,000 Team Members employed at
more than 300 facilities and offices in 26 states and 80
countries.

Tyson's U.S. beef plants are located in Amarillo, Texas; Dakota
City, Nebraska; Denison, Iowa; Finney County, Kansas; Joslin,
Illinois, Lexington, Nebraska and Pasco, Washington.  The
company also has a beef complex in Canada, and is involved in a
vertically integrated beef operation in Argentina.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2008,
Moody's Investors Service confirmed Tyson Foods, Inc.'s corporate
family rating and probability of default rating at Ba1.  Moody's
said the rating outlook remains negative.


UAL CORP: Posts $537 Million Net Loss in Quarter Ended March 31
---------------------------------------------------------------
UAL Corporation, the holding company whose primary subsidiary is
United Airlines, reported a pre-tax loss of $542 million for the
first quarter ended March 31, 2008, $305 million higher than the
first quarter of 2007, driven primarily by a $618 million increase
in consolidated fuel expense.  The company generated a net loss of
$537 million in the first quarter of 2008, $385 million higher
than the first quarter of 2007 when the company recognized an
$84 million tax credit.
    
The company's net, pre-tax and operating results were all
significantly lower year-over-year primarily due to a $618 million
increase in consolidated fuel expense.  The company generated an
operating loss of $441 million in the first quarter of 2008,
versus a loss of $92 million in the year ago period.  
    
The company recorded a $3 million income tax credit in the first
quarter of 2008.  Because of its Net Operating Loss carry-
forwards, the company expects to pay minimal cash taxes for the
foreseeable future.
    
The path to sustainable profitability requires us to
fundamentally overhaul every facet of our business, Glenn Tilton,
United chairman, president and chief executive officer, said.  
Consolidation is only one of many changes needed together with
capacity discipline, new revenue streams and elimination of assets
that do not earn a sufficient return, particularly in this
environment.  The pressure of high energy prices and a weakening
economy are a wake-up call that the pace of change must
accelerate.

               Credit Agreement Convenant Compliance

UAL Corporation reported that, as of March 31, 2008, it was in
compliance with the covenants in its Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement dated as of
February 2, 2007 with JPMorgan Chase Bank, N.A., Citicorp USA,
Inc., J.P. Morgan Securities Inc., Citigroup Global Markets, Inc.
and Credit Suisse Securities (USA) LLC.

The Amended Credit Facility requires compliance with certain
financial covenants, including maintenance of $750 million in
unrestricted cash and a specified minimum fixed charge coverage
ratio.  The Amended Credit Facility currently requires a minimum
EBITDAR to fixed charge coverage ratio of 1.0 increasing to a
minimum of 1.1 and 1.2 in December 2008 and 2009, respectively.

As of March 31, 2008, the company's unrestricted cash balance of
$2.9 billion and EBITDAR to fixed charge coverage ratio of 1.5
were significantly in excess of the above covenant requirements.

In addition, the company has approximately $3.0 billion of
unencumbered hard assets which it believes it could use to raise
financing and enhance liquidity.

            Taking Action to Combat Higher Fuel Costs
    
The unprecedented increase in fuel prices and a weakening economic
environment has created an extremely challenging environment for
the industry.  United is taking a number of aggressive actions to
respond to these challenges.
    
The company is further shrinking 2008 mainline domestic capacity.   
By the fourth quarter of 2008 mainline domestic capacity will be
down approximately 9% year-over-year.  This reduction follows a 5%
reduction in the fourth quarter of 2007.  Consolidated capacity
will be approximately 4% lower than prior year levels for the
fourth quarter of 2008.
    
The company will permanently remove 30 narrowbody aircraft from
its operations, 10-15 more aircraft than initially reported last
month.  The aircraft being retired are some of the oldest and
least fuel efficient in the company's fleet.
    
The company continues to take actions to pass rising commodity
costs to customers.  In addition to leading the industry in
capacity discipline, United continues to be a leader of fare and
fuel surcharge actions.  The company is also creating new revenue
streams through unbundling products, offering new a la carte
services and expanding choices for our customers.  The company's
existing merchandising programs, such as Economy Plus and Premium
Cabin upsell have been extremely successful and the company is
following through with initiatives such as the $25 fee for a
second checked bag.
    
The company is also expanding the scope of its 2008 cost reduction
program.  The company is now targeting $200 million in non-fuel
cost savings, in addition to the $200 million reported earlier
this year, for a total of $400 million.  The company is also
streamlining its operations and corporate functions in order to
match the size of its workforce to the size of its business.  The
company expects to reduce its salaried and management workforce
by 500 employees and its represented workforce by approximately
600 employees by year-end.
    
The company is also reducing 2008 capital expenditures by
approximately $200 million from $650 million in expenditures
previously planned.
    
We continue to focus on cash flow and, with a strong cash balance
andmore than $3 billion in unencumbered assets, we are well
positioned to manage the challenges ahead, Jake Brace, executive
vice president and chief financial officer, said.  We are
responsibly reducing our fleet, eliminating less efficient
aircraft that are not profitable in this fuel environment.

                        Liquidity Position
    
Due primarily to escalating fuel prices, the company generated
negative operating cash flow of $80 million.  The company made a
special distribution of approximately $250 million to stockholders
during the quarter and reduced on and off balance sheet debt by
$195 million, ending the quarter with an unrestricted cash and
short-term investments balance of $2.9 billion and a restricted
cash balance of $728 million.  Free cash flow declined to a
negative $181 million.    

In addition to its cash balance, the company has over $3 billion
in unencumbered assets that provide it with significant
flexibility to raise additional cash, if necessary.
    
We are delivering top-tier revenue results by facing the
realities of the marketplace and making the tough choices:
aggressively managing our capacity, passing commodity costs onto
customers where possible, and identifying new revenue
opportunities, John Tague, executive vice president and chief
revenue officer, said.  We need to adopt a step change in the
revenue model. Nothing short of that will be sufficient and that
is the work we have underway.
    
We are continuing to roll out new enhancements for our best
guests, as we opened our new Global Reception Lobby at O'Hare,
which is providing more individualized service and a faster check
in for our Global Services and international first class
customers, Graham Atkinson, executive vice president and chief
customer officer, said.  We also completed two key international
terminal moves, joining all the Star Alliance carriers in the new
Beijing Terminal 3 and moving our operations to a new terminal at
Singapore's Changi International the same day.  These terminals
provide state of the art facilities and faster connections for our
customers to our Star partners.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                            *     *     *

As reported in the Troubled Company Reporter on April 22, 2008,
Standard & Poor's Ratings Services revised its rating outlook on
UAL Corp. and its United Air Lines Inc. subsidiary (both rated
B/Negative/--) to negative from stable.
      

UAL CORP: First-Quarter Loss Does Not Affect S&P's 'B' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on UAL Corp., parent of United Air Lines Inc. (both rated
B/Negative/--) are not affected by UAL's report of a heavy
first-quarter loss.  UAL reported a first-quarter $542 million
pretax loss, as much higher fuel prices more than offset increased
revenues.  S&P had revised its rating outlook on both entities to
negative from stable on April 16, 2008.  In that outlook revision,
S&P cited very high fuel prices and the expected effect on UAL
revenues of a weak U.S. economy.

UAL's loss is expected to be the worst reported by a U.S. airline
in the first quarter of 2008, and has prompted the company to
pursue further capacity reductions, cost cuts, capital expenditure
reductions, and initiatives to generate added revenues.  
Management also suggested that the difficult outlook only
strengthens the need for a U.S. airline industry consolidation,
which would include a merger of UAL with another airline.
     
UAL has manageable 2008 debt maturities ($928 million) and
relatively low (and just reduced) planned capital spending of
$450 million.  Unrestricted cash was $2.9 billion at March 31,
lower relative to the size of the company's revenue base than that
of some other airlines.  Still, the principal near-term issue for
UAL is potential violation of the fixed-charge covenant in
United's bank facility.  The fixed-charge covenant is defined as
consolidated EBITDAR to cash interest plus cash aircraft rents
plus scheduled debt maturities, with a minimum level of 1.0x,
increasing to 1.1x at Dec. 31, 2008.  UAL's 2008 fixed charges, as
defined, are estimated at about $1.8 billion.  There is currently
a reasonable cushion in the fixed-charge covenant, but that could
well change, given the likelihood of a significant loss for the
year.  

In response, UAL could choose to seek a negotiated amendment or
waiver, pay off the facility ($1.2 billion outstanding), or pursue
other actions.  United has $3 billion of aircraft, spare engines,
spare parts, and other "hard assets," that could potentially
support secured borrowing or generate proceeds from a sale.  The
company is also pursuing a sale of its aircraft maintenance
business, though that requires consent of the union representing
United mechanics.


VALLEJO CITY: Meeting on Bankruptcy Filing Moved to May 6
---------------------------------------------------------
The City Council in Vallejo, California on Tuesday moved until
May 6, 2008, the date to decide on the fate of the city, The
Associated Press reports.

As reported in the Troubled Company Reporter on April 22, 2008,
Officials of Vallejo have until today to present to the city
council a long-term financial plan that would prevent the city
from falling into bankruptcy.

According to the TCR, the city faces a $13.2 million 2007-2008
general fund operating deficit and a negative funding balance of
$9 million on June 30.  As reported by the TCR on March 6, 2008,
the city needs to have a long-term financial plan ready by April
22 to meet its deadline to approve a balanced budget for the next
fiscal year.

In March, the TCR said that the council approved a tentative
agreement that temporarily kept it afloat.  The council approved a
tentative agreement with the Vallejo Police Officers Association
and the International Federation of Firefighters in relation to a
contract that expires June 30.  Under the agreement, Vallejo
police and firefighters will give up 6.5% of an 8.5% raise they
received last year.

But the city still needs additional concessions, the TCR related.  
As of Monday, April 21, it still wasn't able to reach agreements,
reports said.  According to Carolyn Jones of the Chronicle, the
city is asking for steep concessions from the unions, whose
members are among the highest paid in the Bay Area and whose
salaries comprise about 74% of the city's budget.

Councilor Stephani Gomes said that on May 6, city officials will
present to the council a report to further aid in the decision-
making, AP says.  She added that the council will have a closed
door meeting on Monday, April 28, 2008, based on AP's report.

Bankruptcy may be the only way for the City of Vallejo to address
its financial concerns and its deals on workers' public safety
that eats up 74% of the city budget, AP relates, citing Councilors
Gomes and Joanne Schivley.

Councilor Gomes asserted that last Monday's offer from the city's
firefighters and police wasn't "enough" to settle Vallejo's
structural issues, AP reports.

                    About the City of Vallejo

Vallejo is a city in Solano County.  As of the 2000 census, the
city had a total population of 116,760.  It is located in the San
Francisco Bay Area on the northern shore of San Pablo Bay.  
According to Vallejo's comprehensive annual report for the
year ended June 30, 2007, the city has $983 million in assets and
$358 million in debts.


VERTICAL ABS: Eroding Credit Quality Prompts Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Vertical ABS CDO 2006-1
Ltd :

Class Description: $519,500,000 Class A-S1VF Senior Secured
Floating Rate Notes Due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $56,000,000 Class A1 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $108,500,000 Class A2 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

In addition, Moody's also downgraded these notes

Class Description: $31,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2046

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

Class Description: $29,000,000 Class B Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

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


VINEYARD NATIONAL: Appeals to Nasdaq for Continued Listing
----------------------------------------------------------
Vineyard National Bancorp scheduled a hearing with the NASDAQ
Listing Qualifications Panel on May 22, 2008 to review the NASDAQ
Panel's determination regarding the suspension and delisting of
the company's common stock on The NASDAQ Global Select Market.

These events have occurred due to the company's failure to timely
file its annual report on form 10-K for the year ended Dec. 31,
2007.  Pending a decision by the NASDAQ panel, the company's
common stock will remain listed under the ticker symbol VNBC on
The NASDAQ Global Select Market.  There can be no assurance that
the NASDAQ Panel will grant the company's request for continued
listing.

On April 16, 2008, the company submitted a plan to The American
Stock Exchange advising AMEX of action the company has taken and
will take that will bring the company into compliance with
Sections 134 and 1101 of the AMEX company Guide.  If the AMEX
Listings Qualifications Department accepts the plan, the company
will remain listed during the period of the plan, during which
time the company will be subject to periodic review to determine
whether the company is making progress consistent with the plan.   
If the AMEX Listings Qualifications Department does not accept the
Plan, the company will be subject to delisting proceedings.  The
company's 7.5% series D noncumulative preferred stock is listed on
AMEX.

The company intends to file the 2007 form 10-K with the Securities
Exchange Commission promptly upon the completion of the audit of
the consolidated financial statements for the year ended Dec. 31,
2007.

About Vineyard National Bancorp

Vineyard National Bancorp  (NASDAQ: VNBC) (AMEX: VXC.PR.D) --
http://www.vineyardbank.com-- is the financial holding company,  
which provides a variety of lending and depository services to
businesses and individuals through its wholly owned subsidiary,
Vineyard Bank, National Association (the Bank). The company's
principal business is to serve as a holding company for the Bank,
which conducts banking operations through 16 banking centers and
five loan production offices located throughout California, and
for other banking or financial-related subsidiaries, which it may
establish or acquire. On July 31, 2006, the company completed a
merger with Rancho Bank, pursuant to which Rancho Bank merged into
the Bank, with the Bank as the surviving entity. The company's
continues to operate the former Rancho Bank's four banking centers
as part of the Bank's 16 banking centers.


WASHINGTON MUTUAL: Fitch Holds Low-B Ratings on Six Cert. Classes
-----------------------------------------------------------------
Fitch Ratings upgraded Washington Mutual's commercial mortgage
pass-through certificates, series 2005-C1, as:

  -- $13.0 million class C to 'AAA' from 'AA';
  -- $4.1 million class D to 'AA' from 'AA-';
  -- $5.7 million class E to 'A+' from 'A';
  -- $4.9 million class F to 'A' from 'A-';
  -- $5.7 million class G to 'BBB+' from 'BBB'.

In addition, Fitch affirmed these classes:
  -- $7.9 million class A-1 at 'AAA';
  -- $228 million class A-2 at 'AAA';
  -- $49.6 million class A-J at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $8.9 million class B at 'AAA';
  -- $8.1 million class H at 'BB+';
  -- $3.3 million class J at 'BB';
  -- $2.4 million class K at 'BB-';
  -- $2.4 million class L at 'B+';
  -- $0.8 million class M at 'B';
  -- $1.6 million class N at 'B-'.

The rating upgrades reflect the increased subordination levels due
to additional payoffs and scheduled amortization since issuance.  
As of the March 2008 distribution date, the pool's collateral
balance has paid down 46.7% to $346.5 million from $649.5 million
at issuance.  Seventy-six loans of the original 218 loans have
paid in full.

The accelerated pay down demonstrated by this transaction is due
to the pool's composition of well-seasoned loans.  84.6% of the
pool has five or more years of seasoning.  The real estate
collateral in the pool is considered strong, as most properties
are located within Greater New York City metropolitan area
(46.1%).

The largest remaining loan (6.9%) is secured by an industrial
warehouse property in Bethpage, New York.  The servicer reported
debt service coverage ratio of 2.4 times as of June 2007 with
occupancy of 100%.  The loan is scheduled to mature in 2009.

Thirty-five loans (22.9%) are scheduled to mature in 2008,
however, the servicer reported DSCR is 2.1x.


WELLS FARGO: Moody's Lowers Ratings on 50 Tranches From Six Deals
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 50 tranches
from 6 subprime RMBS transactions issued by Wells Fargo.  Twenty
one 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: Wells Fargo Home Equity Asset-Backed Securities 2005-3
Trust

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

  -- Cl. M-9, Downgraded to Ba3 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: Wells Fargo Home Equity Asset-Backed Securities 2006-1
Trust

  -- 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 Ba2; Placed Under Review for
     further Possible Downgrade

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

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

Issuer: Wells Fargo Home Equity Asset-Backed Securities 2006-2
Trust

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

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

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

  -- Cl. M-5, Downgraded to B1 from Baa1; 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 Caa1 from Ba3

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

  -- Cl. M-9, Downgraded to Caa3 from Caa1

Issuer: Wells Fargo Home Equity Asset-Backed Securities 2006-3
Trust

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

  -- Cl. M-2, Downgraded to Ba3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B1 from Aa3; 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 B2 from A2; 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 Caa1 from Baa2

  -- Cl. B-3, Downgraded to Caa2 from Ba1

  -- Cl. B-4, Downgraded to Ca from B1

Issuer: Wells Fargo Home Equity Asset-Backed Securities 2007-1
Trust

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

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

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

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

  -- Cl. M-3, Downgraded to 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 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 Baa3

  -- Cl. B-2, Downgraded to Caa2 from Ba3

  -- Cl. B-3, Downgraded to Caa3 from Caa1

Issuer: Wells Fargo Home Equity Asset-Backed Securities 2007-2
Trust

  -- Cl. A-4, 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 B2 from A2; 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 Ba2

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

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


WESTWAYS FUNDING: Fitch Withdraws 'C/DR6' Ratings on Six Notes
--------------------------------------------------------------
Fitch Ratings has downgraded three classes, upgraded one class and
has subsequently withdrawn ratings on 10 classes of notes issued
by Westways Funding XI, Ltd.  Only class A-1 notes have been paid
in full.  These rating actions are the result of Fitch's review
process and are effective immediately:

  -- $191,750,000 class A-1 notes 'PIF';
  -- $202,000,000 class A-PT notes are downgraded to 'C/DR1' from
     'AA' and withdrawn;

  -- $30,000,000 class LA loan interests are downgraded to 'C/DR1'
     from 'AA' and withdrawn;

  -- $63,000,000 class A-2 notes are upgraded to 'C/DR3' from
     'C/DR4' and withdrawn;

  -- $10,000,000 class B notes rated 'C/DR6' are withdrawn;

  -- $21,500,000 class LB loan interests rated 'C/DR6' are
     withdrawn;

  -- $23,000,000 class C notes rated 'C/DR6' are withdrawn;

  -- $8,500,000 class LC loan interests rated 'C/DR6' are
     withdrawn;

  -- $31,500,000 class D notes rated 'C/DR6' are withdrawn;

  -- $82,200,000 class E Income notes rated 'C/DR6' are withdrawn.

  -- $281,520,000 class P notes are downgraded to 'AA-' from 'AA'
     and withdrawn;

The transaction is a mortgage market value collateralized debt
obligation managed by TCW Asset Management Co.  The CDO had
overcollateralization tests designed to protect the notes from
declines in the market value of the portfolio.  The program has
liquidated, after breaching OC tests, and the ratings reflect the
final cash flows to the Issuer.

  -- 'Fitch Downgrades & Places on Watch Negative Notes of
      Westways Funding VI through XI' (Aug. 31, 2007);

  -- 'Fitch Downgrades & Places on Rtg Watch Negative Notes of
      Westways Funding VI through XI' (Sept. 10, 2007);

  -- ' Fitch Downgrades & Places on Watch Negative Notes of
      Westways Funding VI through XI' (Sept. 25, 2007)

  -- 'Fitch Downgrades 1 Class of Westways Funding XI'
      (Dec. 10, 2007)

  -- 'Fitch Downgrades Westways Funding XI; on Rating Watch
      Negative' (Feb. 29, 2008);

  -- 'Fitch Ratings Downgrades Westways Funding XI'
      (April 1, 2008).


WOODFIELD II & III: Sale of Arbor Collateral Set for April 29
------------------------------------------------------------
Arbor Realty Mezzanine LLC will sell the collateral securing debt
obligations of Woodfield II & III Holding LLC to the highest
qualified bidder at a public sale on Tuesday, April 29, 2008, at
11:00 a.m.  The auction will be held at the Rotunda of the New
York County Supreme Courthouse located at 60 Centre Street in New
York City.

The collateral is security for a defaulted promissory note.

As of April 11, 2008, the total amount due under the promissory
note is $5,260,310.71.  The collateral to be sold consists of the
Debtor's rights in 100% of the membership interests in Woodfield
II & III LLC and certain related personal property.

Woodfield II & III LLC is the fee owner of the improved real
property known as Two and Three Woofield Crossing, located at 8440
and 8425 Woodfield Crossing Boulevard in Indianapolis, Indiana.

Additional information can be obtained from:

          Arbor Realty Mezzanine LLC
          333 Earle Ovington Boulevard, Suite 900
          Uniondale, New York 11553
          Attn: William Connolly, Esq.
          Tel: (516) 506-4295
          Fax: (516) 542-2511


WP EVENFLO: Weak Liquidity Cues S&P to Revise Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on WP
Evenflo Holdings Inc. to negative from stable.  At the same time,
Standard & Poor's affirmed all of its existing ratings on the
company, including the 'B-' corporate credit rating.  
Approximately $167 million of debt was outstanding as of Sept. 30,
2007.  Vandalia, Ohio-based WP Evenflo Holdings Inc. is the parent
company of Evenflo Company Inc., a leading manufacturer and
marketer of specialty and juvenile products.
     
"The revised outlook is based on WP Evenflo's expected weak near-
term liquidity due to limited borrowing availability under its
revolving credit facility and a tight financial covenant cushion,"
said Standard & Poor's credit analyst Patrick Jeffrey.

The company faces a significant step-down in its maximum leverage
covenant to 5.25x in the first quarter of fiscal 2008 from 6.5x in
the fourth quarter of fiscal 2007, increased borrowings to fund
the January 2008 Ameda Breastfeeding Products acquisition, and
charges related to a voluntary product recall on its Discovery car
seat product line in the first quarter of fiscal 2008.  "Given the
weakening U.S. economy, the company may be challenged to grow its
EBITDA base and reduce debt to restore adequate liquidity to
support the ratings," said Mr. Jeffrey.

The rating reflects WP Evenflo's weak near-term liquidity, highly
leveraged capital structure, low operating margins for a branded
consumer products company, potential for adverse publicity for its
specialty infant and juvenile product sales, and past operating
difficulties.  WP Evenflo benefits from its leading market
position and good industry demographics within select categories
of the specialty infant and juvenile products industry.


* S&P Gives Hope on Recovery Prospect for Lenders to Homebuilders
-----------------------------------------------------------------
Despite concerns about potential credit defaults among U.S.
homebuilders, a recent report published by Standard & Poor's
Ratings Services provides unsecured lenders with some comfort
regarding recovery prospects if bankruptcies in the sector
increase.  In fact, U.S. builders have somewhat of an enviable
position over the broader industrial average, given the value of
their real estate holdings, which would likely be liquidated as
part of a bankruptcy filing.
     
"Recovery ratings are a gauge of our projections for recovery of
principal and prepetition interest if a company defaults," said
recovery analyst Kenny Tang.
     
Last month, as part of a broader recovery rating initiative,
Standard & Poor's assigned recovery ratings to more than 1,800
unsecured loans and bonds issued by speculative-grade corporations
in the U.S., Canada, and Europe.
     
Given the current housing slump and lack of liquidity in the
financial markets, U.S. homebuilders have been among the hardest
hit from a credit perspective.  Profit margins are deteriorating
and noncash charges are mounting, sending several companies to
seek relief from the covenants that govern their credit
agreements.  Lenders, however, have grown less flexible
with credit terms, which could heighten concerns regarding future
defaults, further highlighting the relevance of recovery ratings
for unsecured debt.
    
"Investor interest in recovery ratings in the homebuilding sector
has certainly increased since TOUSA and several other unrated
builders filed for bankruptcy recently," said credit analyst James
Fielding.  "And the credit quality of the companies in this
industry will remain pressured throughout the year, given that the
cyclical downturn has proven deeper and potentially more
protracted than previous slumps."

Recovery ratings for the unsecured debt issued by 14 rated U.S.
builders ranged from '3' (meaningful recovery) to '6' (negligible
recovery), and the average was 4.13.  This compares favorably with
an average recovery rating of 4.65 for the broader speculative-
grade corporate universe, but lags behind the averages of the oil
and gas, utility, energy, and project finance sectors.
     
"Despite the difficult conditions in the housing market, we
believe favorable long-term demographics will support an eventual
recovery in demand for appropriately priced residential real
estate," Mr. Fielding said.  "As such, the liquidation of
homebuilder inventories, even at distressed levels,
would generally provide unsecured creditors with superior
recoveries relative to an enterprise valuation approach, which
assumes the reorganization of the homebuilder."


* S&P Says Market Phenomena Force Asset Mngrs. to Shore Up Funds  
----------------------------------------------------------------
As a result of changing industry dynamics, including, for example,
recent market phenomena that are forcing some asset managers to
shore up their funds, capitalization is becoming increasingly
important for asset managers, said a report released by Standard &
Poor's Ratings Services titled, "Capital Matters At Asset
Managers."

Standard & Poor's Ratings Services' fundamental credit analysis of
independent asset management companies focuses, among other
things, on franchise value and asset managers' ability to generate
earnings and cash flow for servicing outstanding debt obligations.  
Capitalization has historically been considered as a secondary
factor in the rating process because asset managers, in contrast
to banks and brokers, are less balance-sheet intensive financial
institutions.
      
"Although we continue to focus on cash flow as the primary source
of an asset manager's ability to service all obligations, we will
increase our analytical focus on tangible equity regarding a
company's ability to absorb unexpected losses.  Although we do not
expect this increased focus to lead to changes in our ratings on
the asset managers, companies that have weak or negative tangible
equity could be precluded from the highest Standard & Poor's
ratings compared to their better capitalized peers," said Standard
& Poor's credit analyst Charles D. Rauch.


* S&P Says Maturing Loans and Defaults Could Stress CMBS Servicers
------------------------------------------------------------------
A spike in maturing loans this year and next among U.S. commercial
mortgage-backed securities, along with rising defaults, could pose
some difficulties for CMBS servicers and special servicers,
according to a recent report published by Standard & Poor's
Ratings Services.  Although delinquencies and defaults for U.S.
CMBS are still relatively low, borrowers are facing a liquidity
squeeze, tighter underwriting guidelines, and less-stable property
values--all at a time when the number of commercial mortgage loans
approaching maturity is set to increase significantly compared
with previous years.
     
In the report, Standard & Poor's discusses its servicer ranking
criteria expectations in light of these challenges and provides
its analysis of servicers' current situations based on discussions
with and data gathered from ranked commercial servicers.  To be
included on Standard & Poor's Select Servicer List, a firm must
meet its criteria for an AVERAGE ranking with a stable outlook.
     
Servicer analyst Michael Merriam, a director in Standard & Poor's
Servicer Evaluations group, said, "While good servicing can
cushion the impact of a downturn, the constraints inherent to CMBS
deal structures sometimes limit what servicers can do, and the
often-divergent rights and interests of the parties in CMBS
transactions may further complicate certain asset management
decisions."

In view of the issues facing servicers, Standard & Poor's Servicer
Evaluations Group is considering these key questions when
reviewing its rankings on commercial mortgage servicers and
special servicers:

  -- Are servicers proactively contacting borrowers whose
     loans are maturing?

  -- How are they deciding when to transfer a loan to
     special servicing?

  -- Are master and special servicers working together on
     decisions about advancing funds and resolving assets?
     and,

  -- Is there adequate staff in place to handle a spike in
     activity?

"In our view, ranked CMBS servicers as a whole are taking suitable
measures to meet potential spikes in activity," Mr. Merriam said.   
"Most special servicers, anticipating the rise in loan transfers,
said they have added staff in the past year and are comfortable
with their current platforms."
     
Servicers overall said they are contacting borrowers to discuss
their refinancing plans well before an upcoming loan maturity
becomes a formal watchlist trigger event, and far ahead of the
Commercial Mortgage Securities Association's reporting
requirement, which calls for servicers to place loans
on their watchlist 90 days before maturity.
   
In terms of transferring loans to special servicing, master and
primary servicers overall said that special servicers have been
cooperative partners in the decision to transfer loans and are
sensitive about avoiding transfer fees when a successful
refinancing seems likely.  Moreover, the two sides generally
concur on the timing of nonmonetary default or maturity-alone
default transfers.

Select CMBS master servicers have acceptably defined policies in
place governing their advance recoverability determination
practices and internal approval processes, in Standard & Poor's
view.  Overall, servicers don't foresee problems in determining
the recoverability of their advances, citing continued solid
commercial property fundamentals.
     
The data provided by Standard & Poor's ranked servicers indicates
a sharp increase in loan maturities for 2008 compared with the
past two years, both by loan count and dollar volume.  "CMBS
servicers report that most borrowers are handling their balloon
payments successfully so far, but the current credit market
disruption may complicate the task for some, which could lead to
more defaults down the road," Mr. Merriam said.

Standard & Poor's will continue to base its rankings on a mix of
quantitative performance measures--particularly from the data
obtained from servicers through its proprietary Servicer
Evaluation Analytical Methodology database--and qualitative
judgments, including its overall confidence in a servicer's
procedures and capabilities compared with those of its peers
and relative to industry standards.  Standard & Poor's will
continue to assess how well servicers handle the increased
activity and keep the market informed of its opinions.


* S&P Says Upgrade to Downgrade Ratio Weakened in 2008 First Qtr.
-----------------------------------------------------------------
Upgrades and downgrades among global financials and nonfinancials
weakened further in the first quarter of 2008, with downgrades
outpacing upgrades by the widest margin since the fourth quarter
of 2003, according to an article publishedby Standard & Poor's.
The report says that globally, 72 upgrades and 170 downgrades, its
highest level since the second quarter of 2002, were logged among
corporates in the first quarter.
      
"Uncertainty about the timing of a trough along with deteriorating
housing, as well as corporate earnings, and other economic
indicators continues to shake investor composure," said Diane
Vazza, head of Standard & Poor's Global Fixed Income Research
Group.  "In the first quarter, credit risk escalated
substantially, notably in the financial sector.  Tight liquidity,
widening credit spreads, steep falls in share prices, and
headline-making loss announcements because of subprime write-downs
and rogue traders, among other financial maladies, contributed to
extraordinary market turbulence."
     
The continued worsening of the U.S. housing sector increased the
pressure on U.S. residential mortgage lending, to both balance-
sheet portfolios and all mortgage-backed securities, not just
subprime.  Monoline financial guarantors also felt the pressure of
the falling valuations of subprime securities and were forced to
seek emergency capital infusions to avoid downgrades or defaults.   
However, collateral damage in the corporate bond market has been
limited to date, although signs of weakening are mounting,
including a rising number of defaults (17 in the first quarter
compared with six one year ago) and a downgrade ratio of 70%,
which is now higher than its most recent 10-year average.

Ms. Vazza added, "We expect the ongoing financial instability to
add pressure, with downgrades and defaults accelerating as the
year progresses.  Downgrade ratios globally have been inching up
steadily since the third quarter of 2007; this movement is even
starker in the U.S., which is currently leading the rest of the
world in downgrades.  However, in comparison with 2007 and 2006,
factors linked with underlying operating performance will, in our
opinion, adversely affect credit quality to a greater extent than
such "bond-negative" financial strategies as acquisitions,
buybacks, and dividend payouts."


*Chapter 11 Cases with Assets & Liabilities Below $1,000,000
------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Vitalsigns Homecare, Inc. fka Holden Homecare Services
   Bankr. D. Mass. Case No. 08-41101
      Chapter 11 Petition filed April 9, 2008
         See http://bankrupt.com/misc/mab08-41101.pdf

In Re Brendan-Hugh Corp.
   Bankr. D.C. Case No. 08-00258
      Chapter 11 Petition filed April 15, 2008
         Filed as Pro Se

In Re Indigo Joe's Food & Services, Inc.
dba Indigo Joe's Sports Pub & Restaurant
   Bankr. C.D. Calif. Case No. 08-14103
      Chapter 11 Petition filed April 16, 2008
         See http://bankrupt.com/misc/cacb08-14103.pdf

In Re Bipin Seth
fdba KRH Enterprises, Inc.
aka Bipinchandra Seth
fdba SNP Investments, LLC
aka Bob Seth
fdba El Rancho Development, Inc.
fdba Baroda Enterprises, LLC
fdba Indus Valley Group
fdba R-3-D, Inc.
fdba SSF Investments, LLC
fdba Air Host, Inc.
   Bankr. N.D. Calif. Case No. 08-51908
      Chapter 11 Petition filed April 16, 2008
         See http://bankrupt.com/misc/canb08-51908.pdf

In Re Teal, Inc.
   Bankr. S.D. Calif. Case No. 08-03094
      Chapter 11 Petition filed April 16, 2008
         See http://bankrupt.com/misc/casb08-03094.pdf

In Re Pesa Properties, Inc.
   Bankr. D.C. Case No. 08-00259
      Chapter 11 Petition filed April 16, 2008
         See http://bankrupt.com/misc/dcb08-00259.pdf

In Re Joseph Yerardi
   Bankr. D. Mass. Case No. 08-12754
      Chapter 11 Petition filed April 16, 2008
         See http://bankrupt.com/misc/mab08-12754.pdf

In Re Pallavi Mishra Nishith
aka Pallavi Nishith
aka Pallavi Nishith Davis
   Bankr. E.D. Mo. Case No. 08-42634
      Chapter 11 Petition filed April 16, 2008
         See http://bankrupt.com/misc/moeb08-42634.pdf

In Re Northern Home Funding Corp.
   Bankr. S.D. N.Y. Case No. 08-22506
      Chapter 11 Petition filed April 16, 2008
         See http://bankrupt.com/misc/nysb08-22506.pdf

In Re Jerusalem Fundamental Baptist Church, Inc.
   Bankr. M.D. Fla. Case No. 08-05229
      Chapter 11 Petition filed April 16, 2008
         Filed as Pro Se

In Re Nancy Davies Newman
   Bankr. E.D. Calif. Case No. 08-24865
      Chapter 11 Petition filed April 16, 2008
         Filed as Pro Se

In Re Plymouth Court, Ltd. et al
   Bankr. N.D. Ind. Case No. 08-31140
      Chapter 11 Petition filed April 16, 2008
         Filed as Pro Se

In Re BC Property Group, Inc.
   Bankr. M.D. Fla. Case No. 08-05188
      Chapter 11 Petition filed April 16, 2008
         Filed as Pro Se

In Re Alfonso Soteno
   Bankr. N.D. Ill. Case No. 08-09272
      Chapter 11 Petition filed April 16, 2008
         Filed as Pro Se

In Re Colorado-Utah Natural Gas, Inc.
   Bankr. D. Utah Case No. 08-22424
      Chapter 11 Petition filed April 16, 2008
         See http://bankrupt.com/misc/utb08-22424.pdf

In Re Grace E. Odibo
   Bankr. N.D. Ill. Case No. 08-09475
      Chapter 11 Petition filed April 17, 2008
         See http://bankrupt.com/misc/ilnb08-09475.pdf

In Re DEA, Inc.
   Bankr. D. Mass. Case No. 08-12768
      Chapter 11 Petition filed April 17, 2008
         See http://bankrupt.com/misc/mab08-12768.pdf

In Re Alexia Crawford Danbury, LLC
dba Laila Rowe
   Bankr. D. N.J. Case No. 08-16984
      Chapter 11 Petition filed April 17, 2008
         See http://bankrupt.com/misc/njb08-16984.pdf

In Re JBs Natural Meat & Seafood Market, LLC
   Bankr. D. N.J. Case No. 08-17025
      Chapter 11 Petition filed April 17, 2008
         See http://bankrupt.com/misc/njb08-17025.pdf

In Re Curometrics, Inc.
   Bankr. E.D. Penn. Case No. 08-12520
      Chapter 11 Petition filed April 17, 2008
         See http://bankrupt.com/misc/paeb08-12520.pdf

In Re Ifeoma Ezekwo
   Bankr. M.D. Tenn. Case No. 08-03192
      Chapter 11 Petition filed April 17, 2008
         Filed as Pro Se

In Re Brueggeman Prime, Ltd.
   Bankr. D. Mass. Case No. 08-12789
      Chapter 11 Petition filed April 17, 2008
         Filed as Pro Se

In Re GAO Trucking, LLC
   Bankr. M.D. Tenn. Case No. 08-03192
      Chapter 11 Petition filed April 17, 2008
         See http://bankrupt.com/misc/tnmb08-03192.pdf

In Re Dry, Inc.
   Bankr. E.D. Va. Case No. 08-12023
      Chapter 11 Petition filed April 17, 2008
         See http://bankrupt.com/misc/vaeb08-12023.pdf

In Re Custom Embroidery & Promotions, Inc.
   Bankr. W.D. Wash. Case No. 08-12258
      Chapter 11 Petition filed April 17, 2008
         See http://bankrupt.com/misc/wawb08-12258.pdf

In Re Kodiak Foods, LLC
   Bankr. N.D. Ala. Case No. 08-40783
      Chapter 11 Petition filed April 18, 2008
         See http://bankrupt.com/misc/alnb08-40783.pdf

In Re Derryberry Investments, LLC dba Sabatinos
   Bankr. D. Ariz. Case No. 08-04335
      Chapter 11 Petition filed April 18, 2008
         See http://bankrupt.com/misc/azb08-04335.pdf

In Re Shish Kebab House of Tucson, LLC
   Bankr. D. Ariz. Case No. 08-04379
      Chapter 11 Petition filed April 18, 2008
         See http://bankrupt.com/misc/azb08-04379.pdf

In Re Urban Boardshop, Inc.
   Bankr. S.D. Calif. Case No. 08-03166
      Chapter 11 Petition filed April 18, 2008
         See http://bankrupt.com/misc/casb08-03166.pdf

In Re Remote Technology, Inc.
   Bankr. S.D. Ga. Case No. 08-40668
      Chapter 11 Petition filed April 18, 2008
         See http://bankrupt.com/misc/gasb08-40668.pdf

In Re Extreme Tanning, Inc.
   Bankr. D. Ks. Case No. 08-10869
      Chapter 11 Petition filed April 18, 2008
         See http://bankrupt.com/misc/ksb08-10869.pdf

In Re Juan Ramon Nava
   Bankr. S.D. Calif. Case No. 08-03181
      Chapter 11 Petition filed April 18, 2008
         Filed as Pro Se

In Re City of Gould, Arkansas
   Bankr. E.D. Ark. Case No. 08-12413
      Chapter 11 Petition filed April 21, 2008
         See http://bankrupt.com/misc/akeb08-12413.pdf

In Re Robert A. Campos & Lisa M. Campos
   Bankr. N.D. Calif. Case No. 08-41911
      Chapter 11 Petition filed April 21, 2008
         [Redacted Aug. 2, 2011]

In Re David & Sandy Properties, LLC
   Bankr. M.D. Fla. Case No. 08-05487
      Chapter 11 Petition filed April 21, 2008
         See http://bankrupt.com/misc/flmb08-05487.pdf

In Re Kenneth James Hoemig & Jo Dee Hoemig
   Bankr. N.D. Ind. Case No. 08-11241
      Chapter 11 Petition filed April 21, 2008
         See http://bankrupt.com/misc/innb08-11241.pdf

In Re Old Post Road Tap House, Inc.
dba Lenahan & Lopez
fdba P J McGlynn's Steak House
   Bankr. S.D. N.Y. Case No. 08-35818
      Chapter 11 Petition filed April 21, 2008
         See http://bankrupt.com/misc/nysb08-35818.pdf

In Re Eugene Y. Sim
   Bankr. E.D. Penn. Case No. 08-12601
      Chapter 11 Petition filed April 21, 2008
         See http://bankrupt.com/misc/paeb08-12601.pdf

In Re Colin C. Connelly
   Bankr. E.D. Va. Case No. 08-31777
      Chapter 11 Petition filed April 21, 2008
         See http://bankrupt.com/misc/vaeb08-31777.pdf

In Re Sky High Ventures, LLC
   Bankr. D. Ariz. Case No. 08-04495
      Chapter 11 Petition filed April 22, 2008
         See http://bankrupt.com/misc/azb08-04495.pdf

In Re Stern Chiropractic & Wellness Care, P.C.
   Bankr. S.D. N.Y. Case No. 08-22554
      Chapter 11 Petition filed April 22, 2008
         See http://bankrupt.com/misc/nysb08-22554.pdf

In Re Donald F. DeBello
   Bankr. S.D. Ohio Case No. 08-31906
      Chapter 11 Petition filed April 22, 2008
         See http://bankrupt.com/misc/ohsb08-31906.pdf

In Re DeBello Masonry, Inc.
   Bankr. S.D. Ohio Case No. 08-31908
      Chapter 11 Petition filed April 22, 2008
         See http://bankrupt.com/misc/ohsb08-31908.pdf

In Re A-1 Body Works, Inc.
   Bankr. E.D. Okla. Case No. 08-80494
      Chapter 11 Petition filed April 22, 2008
         See http://bankrupt.com/misc/okeb08-80494.pdf

In Re Dividend II, Inc.
   Bankr. C.D. Calif. Case No. 08-12484
      Chapter 11 Petition filed April 22, 2008
         Filed as Pro Se

In Re Shlome Braun & Rachel Braun
   Bankr. S.D. N.Y. Case No. 08-22511
      Chapter 11 Petition filed April 16, 2008
         See http://bankrupt.com/misc/nysb08-22511.pdf



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

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-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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                    *** End of Transmission ***