TCR_Public/080428.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, April 28, 2008, Vol. 12, No. 100

                             Headlines

155 EAST: Moody's Slashes Ratings to 'Caa3' on High Default Risk
ABSC HOME: Principal Write-downs Cue S&P's Eight Rating Cuts
ABSPOKE 2006-IA: Moody's Reviews 'Ba1' Rating on $100 Mil. Notes
ABSPOKE 2005-IC: Moody's Junks Rating on $25 Mil. Notes
ABSPOKE 2005-IC2: Moody's Junks Rating on $5 Mil. Notes From Baa2

ABSPOKE 2006-IIC: Moody's Reviews 'B2' Rating on $15 Mil. Notes
ABSPOKE 2006-III: Three Classes of Notes Get Moody's Rating Cuts
ABSPOKE 2005-X: Moody's Reviews 'Ba3' Rating on JPY2 Bil. Notes
ABSPOKE 2005-XII B: Moody's Reviews 'Ba1' Rating on $24.5MM Notes
ARCAP 2005-RR5: Fitch Downgrades Ratings on 15 Classes of Certs.

ASARCO LLC: Grupo Mexico to Submit Reorganization Plan for ASARCO
ASARCO LLC: Affiliates Ask Joint Administration of Ch. 11 Cases
B&B INSURANCE: A.M. Best Assigns 'b+' Issuer Credit Rating
BAYBERRY FUNDING: Moody's Reviews 'Ba2' Rating on $42.5 Mil. Notes
BEAR STEARNS: SEC Doesn't Reveal Reasons on Withdrawing from Probe

BEAR STEARNS COMMERCIAL: Fitch Affirms Low-B Ratings on Six Certs.
BEAR STEARNS TRUST: Moody's Cuts Ratings on Higher Delinquencies
BENAZZI CDO: Three Classes of Notes Get Moody's Rating Downgrades
BRYAN COUNTY: Moody's Holds 'Caa3' Rating on 1990A Revenue Bonds
BUCHANAN SPC: Four Classes of Notes Get Moody's Rating Downgrades

BUFFETS HOLDINGS: Court Approves FTI as Panel's Financial Advisor
BUFFETS HOLDINGS: Asks Court to Enjoin Workers from Pursuing Case
CALAMOS INVESTMENTS: To Refinance $939MM of Fund's Pref. Stocks
CASAS INVESTMENTS: Case Summary & Largest Unsecured Creditor
CASSANDRA THOMAS: Voluntary Chapter 11 Case Summary

CAVTEL HOLDINGS: Operating Challenges Cue Moody's Rating Reviews
C-BASS CBO: Five Classes of Notes Acquire Moody's Rating Cuts
CDC MORTGAGE: Eight Classes of Certs. Get S&P's Rating Downgrades
CENTRAL ILLINOIS: Has Until August 31 To File Chapter 11 Plan
CENTRAL ILLINOIS: Court Okays $80MM Sale of Assets to CIE Energy

CI WORLDWIDE: Voluntary Chapter 11 Case Summary
CINCINNATI BELL: Dec. 31 Balance Sheet Upside-Down by $667 Million
CITIUS I: Moody's Reviews 'Ba1' Rating on Two $1.8 Bil. Notes
CITIUS II: Poor Credit Quality Prompts Moody's Rating Downgrades
CLINICAL PET: Case Summary & 20 Largest Unsecured Creditors

CMP SUSQUEHANNA: S&P Changes Outlook to Stable, Holds 'B-' Rating
CONGOLEUM CORP: Ernst & Young Raises Substantial Doubt
CONTINENTAL AIRLINES: Chooses Not to Merge with United Air Lines
COUNTRYWIDE FINANCIAL: Mozilo's Pay Plummeted Nearly 80% in 2007
CREDIT DEFAULT: Moody's Junks Ratings on 12 Credit Default Swaps

CREST 2000-1: Moody's Downgrades Rating on $21 Mil. Notes to 'B2'
CRYSTAL RIVER: Six Classes of Notes Get Fitch's Rating Downgrades
CST INDUSTRIES: Moody's Keeps 'B1' Rating on Upsized $135MM Loan
CWABS TRUST: S&P Downgrades Ratings on 15 Mortgage Certificates
DALLAGLIO CDO: Moody's Reviews 'Ba2' Rating on $22 Mil. Notes

DALLAGLIO CDO: Moody's Downgrades Three Classes of Floating Notes
DEN-MARK CONSTRUCTION: Case Summary & 68 Largest Unsec. Creditors
DIAMOND GLASS: Court Approves Guggenheim's $7 Mil. DIP Financing
DIOMED HOLDINGS: Seeks Court Okay to Sell Assets to AngioDynamics
DIOMED HOLDINGS: May Use Lenders' Cash Collateral on Interim Basis

DIOMED HOLDINGS: Selects Fladgate LLP as U.K. Legal Counsel
DRS TECHNOLOGIES: Fitch Affirms Issuer Default Rating at 'B+'
DUKE FUNDING IV: Moody's Cuts Ratings on Three Classes of Notes
DUKE FUNDING VI: Seven Classes of Notes Get Moody's Rating Cuts
DUKE FUNDING VII: Moody's Cuts Ratings on 11 Note Classes

DUKE FUNDING IX: Nine Classes of Notes Get Moody's Rating Cuts
DUKE FUNDING HIGH: Moody's Cuts Rating on $250MM Notes
DUKE FUNDING HIGH: Moody's Cuts Ratings on Eight Classes of Notes
DUKE FUNDING HIGH: Moody's Cuts Ratings on $1.5BB Notes Due 2050
DUNMORE HOMES: Files First Amended Plan of Liquidation

EMPIRE LAND: Case Summary & 85 Largest Unsecured Creditors
EOS AIRLINES: Files for Chapter 11 Protection in New York
EOS AIRLINES: Voluntary Chapter 11 Case Summary
FAIRWEST ENERGY: Unit's Lender Demands Repayment of $10.63MM Loan
FOSTER WHEELER: Moody's Raises Corporate Family Rating to 'Ba2'

FREMONT HOME: S&P Downgrades Ratings on Two Classes of Certs.
FRONTIER AIRLINES: Wants to Get Faegre & Benson as Special Counsel
GARY FIRMENDER: Case Summary & 13 Largest Unsecured Creditors
GALVESTON PROPERTY: Moody's Confirms 'Caa1' Rating on 1991A Bonds
GAMESTOP CORP: Moody's Lifts Ratings to Ba1 on Strong Performance

GEMSTONE CDO IV: Moody's Cuts Ratings on Six Classes of Notes
GEMSTONE CDO V: Eight Classes of Notes Get Moody's Rating Cuts
GEMSTONE CDO VI: Five Classes of Notes Get Moody's Junk Ratings
GENERAL MOTORS: GMAC and ResCap Downgrades Cue S&P's Neg. Watch
GEOEYE INC: Moody's Upgrades Corporate Family Rating to 'Caa1'

G-FORCE CDO: Fitch Downgrades Ratings on Seven Classes to Low Bs
GLOBAL FUELS: Case Summary & 14 Largest Unsecured Creditors
GREENPOINT MORTGAGE: Moody's Downgrades Ratings on Two Tranches
GSAMP TRUST: Eroding Credit Support Cues S&P's Rating Downgrades
HARRINGTON SCHWEERS: Involuntary Chapter 11 Case Summary

HOMEBANC MORTGAGE: Moody's Downgrades Ratings on Three Tranches
HOOP HOLDINGS: Wants Goulston & Storrs as Real Estate Counsel
HSI ASSET: Seven Tranches Get Moody's Rating Cuts on Delinquencies
HUBCO INC: Files Voluntary Chapter 11 Case Summary
HUDSON MEZZANINE: Moody's Reviews 'Ba2' Rating on $240 Mil. Notes

HUDSON MEZZANINE: Moody's Reviews 'Ba3' Rating on $1.2 Bil Swap
INTERSTATE BAKERIES: Court Adjourns Confirmation Hearing Sine Die
INTERSTATE BAKERIES: Court Sets DIP Facility Hearing April 29
IMPAC SECURED: Delinquency Cues Moody's Rating Cuts on 32 Tranches
INDEPENDENCE COUNTY: S&P Cuts Rating on $29.3 Mil. Bonds to 'B'

INERGY LP: Moody's Confirms 'Ba3' Ratings and Positive Outlook
INERGY LP: S&P Attaches 'B+' Rating on $200 Mil. Senior Notes
INPHONIC INC: Treasury Balks at Plan and Disclosure Statement
ISCHUS HIGH: Six Classes of Notes Obtain Moody's Rating Downgrades
ISCHUS MEZZANINE: Moody's Downgrades Ratings on Eight Classes

IXION PLC: Three Classes of Notes Get Moody's Junk Ratings
IXION PLC: Moody's Junks Rating on Tranche A Notes
IXION PLC: Eroding Credit Quality Prompts Moody's Rating Cuts
JP MORGAN: S&P Downgrades Cert. Ratings on Eroding Credit Support
KAISER NETHERLANDS: Case Summary & 20 Largest Unsecured Creditors

KENMARE 2005-I: Moody's Reviews 'B2' Rating on $50 Mil. Notes
KIMBALL HILL: Moody's Cuts Rating on $203MM Notes to C
KLEROS REAL: Moody's Junks Rating on $30 Mil. Notes From 'A3'
KNOLLWOOD CDO: Seven Classes of Notes Get Moody's Rating Cuts
LAGUNA SECA: Moody's Junks Ratings on Three Classes of Notes

LANDSOURCE COMMUNITIES: Gets Default Notice on $1BB Obligation
LB-UBS COMMERCIAL: Fitch Confirms Low-B Ratings on Three Classes
LENNAR CORP: Venture Unit Gets Default Notice on $1BB Obligation
LNR CDO: Fitch Downgrades Ratings on Seven Note Classes to Low-Bs
LONG BEACH: Deterioration in Credit Support Cues S&P's Rating Cuts

MAGNOLIA FINANCE: Moody's Junks Ratings on Seven Classes of Notes
MAIN KNITTING: Chapter 15 Petition Summary
MAJESTIC STAR: S&P's Cuts Corporate Credit Rating to 'CCC+'
MONTAUK POINT: Weak Credit Quality Cues Moody's Rating Downgrades
MARGATE FUNDING: Moody's Reviews 'Ba1' Rating on $30 Mil. Notes

MEDIACOM COMMS: Dec. 31 Balance Sheet Upside-Down by $253 Million
MERRILL LYNCH MORTGAGE: S&P Cuts Ratings on Five Classes of Certs.
MEZZANINE PORTFOLIO: Moody's Junks Rating on $7.5MM Notes From B3
MICHAEL KESSEL: Case Summary & 13 Largest Unsecured Creditors
ML-CFC COMMERCIAL: Fitch Maintains Low-B Ratings on Six Classes

MORTGAGEIT CERTIFICATES: Moody's Downgrades Ratings on 12 Tranches
MSC-MEDICAL SERVICES: Moody's Junks Rating on Weak Credit Metrics
MUSICLAND HOLDING: Court Awards Professionals $10MM Final Payment
NEW CENTURY ALTERNATIVE: Moody's Cuts Ratings on 10 Tranches
NWGOC CREDIT DERIVATIVE: Moody's Reviews 'Ba1' Rating

NORTH COVE: Moody's to Review B1 Rating on $44 Mil. Notes
NORTHAMPTON GENERATING: Fitch Cuts Rating on $153 Mil. Bonds to B
OSYKA CORP: Court Approves Bidding Procedures for Sale of Assets
OWNIT MORTGAGE: S&P Downgrades Ratings on Three Certificates
PENTON BUSINESS: S&P Puts 'B' Rating on Negative CreditWatch

PITG GAMING: S&P Rates Corporate Credit 'B-' With Negative Outlook
PRIDE INT'L: BOD's Actions May Cue Seadrill's Buyout, Fitch Says
PROTECTED VEHICLES: Can Access GC Financial's Cash Collateral
RADNOR HOLDINGS: Judge Walsh Approves Disclosure Statement
RADNOR HOLDINGS: Plan Confirmation Hearing Set on June 12

RAMP TRUSTS: 35 Classes of Certs. Get S&P's Rating Downgrades
RASC 2005-KS3: S&P Downgrades Ratings on Two Classes of Certs.
REDENVELOPE INC: Court OKs $4.5MM DIP Loan & Creative Catalogs APA
REGAL ENTERTAINMENT: March 27 Balance Sheet Upside-Down by $185MM
RELIANT ENERGY: Wants Chapter 11 Trustee Appointed

RENAISSANCE HOME: S&P Downgrades Ratings on 20 Asset-backed Certs.
RESIDENTIAL CAPITAL: Taps Thomas Marano as Non-Exec Board Chairman
RESIDENTIAL CAPITAL: S&P Junks Ratings on Board Members' Stepdown
RUTLAND RATED: Moody's Reviews Ratings on Two Classes of Notes
SEA CONTAINERS: SCSL Panel Asks Documents on Pension Dispute

SHARPER IMAGE: Chooses to Pursue Sale of Business and Assets
SORIN CDO: Six Classes of Notes Acquire Moody's Rating Downgrades
SOUNDVIEW HOME: High Delinquencies Cue Moody's Nine Rating Cuts
SPECIALTY UNDERWRITING: S&P Downgrades Ratings on 20 Cert. Classes
SR TELECOM: Changes Name to SRX Post After Acquisition

STANDARD PACIFIC: Posts $767.3 Million Net Loss in 2007
STATIC RESIDENTIAL: Poor Credit Quality Cues Moody's Rating Cuts
STATIC RESIDENTIAL: Moody's Reviews 'Ba2' Rating on $46 Mil. Notes
STATIC RESIDENTIAL: Moody's Reviews 'Ba2' Rating on $10 Mil. Notes
STATIC RESIDENTIAL: Moody's Lowers Ratings on Five Note Classes

STILLWATER ABS: Moody's Downgrades Ratings on Six Classes of Notes
STRIKE PETROLEUM: Gets Letter Demanding Repayment of $10.63MM Loan
SUMMER STREET: Moody's Cuts Ratings on $63 Mil. Notes to 'B3'
SUMMER STREET: Two Classes of Notes Acquire Moody's Junk Ratings
SUPERIOR OFFSHORE: Files For Chapter 11 Bankruptcy in Texas

SUPERIOR OFFSHORE: Case Summary & 20 Largest Unsecured Creditors
TAYLOR CAPITAL: Posts $10 Mil. Net Loss in Year Ended December 31
TERM CDO: Moody's Downgrades Ratings on Four Classes of Notes
TERWIN MORTGAGE: S&P Downgrades Ratings on Certificate Classes
TERWIN MORTGAGE: Credit Support Erosion Cues S&P's 11 Rating Cuts

UAL CORP: Continental Airlines Chooses Not to Merge with United
UAL CORP: Begins Merger Discussions with US Airways
US AIRWAYS: Begins Merger Discussions with United Airlines
USA COMMERCIAL: SEC Files Lawsuit Against Former CEO for Fraud
WACHOVIA MORTGAGE: Moody's Downgrades Ratings on 15 Tranches

WALTER INDUSTRIES: Moody's Rates Proposed Revolver 'B2'
WALTER INDUSTRIES: S&P Affirms 'BB' Rating on Revolver Due 2010
WELLMAN INC: Creditors' Committee Balks at CRO Employment
WELLMAN INC: Creditors' Panel Wants Sale Incentive Plan Modified
WELLMAN INC: U.S. Trustee Asks Court to Reject Sale Incentive Plan

WELLS FARGO: Six Tranches Acquire Moody's Rating Downgrades
WENDY'S INTERNATIONAL: Inks $2BB Buyout Deal with Triarc Companies
WENDY'S INT'L: Triarc Deal Prompts Moody's 'Ba3' Rating Reviews
WENDY'S INT'L: Triarc Deal Cues S&P's Negative Watch on BB- Rating
WHATELY CDO: Moody's Cuts Note Ratings on Poor Credit Quality

* S&P Downgrades Ratings on 184 RMBS Classes From 27 Transactions
* Moody's Says Homebuilding Industry Faces Continued Challenge   
* Credit Roundtable Strategizes to Lessen Event Risk, Moody's Says

* Three Lawyers Join Proskauer Rose's New York Office
* Husch & Eppenberger and Blackwell Officially Reveal Merger

* BOND PRICING: For the Week of Apr. 21 - Apr. 25, 2008

                             *********

155 EAST: Moody's Slashes Ratings to 'Caa3' on High Default Risk
----------------------------------------------------------------
Moody's Investors Service downgraded 155 East Tropicana LLC's
corporate family rating and probability of default rating as well
as the rating on the $130 million 8.75% senior secured notes due
2012 to Caa3 from Caa1.  It also affirmed the SGL-4 speculative
grade liquidity rating.  The outlook is negative.

The rating action is based on the increased risk of default
through a potential distressed exchange offer or a missed debt
service payment in the next twelve months, should the pending
acquisition by Hedwigs Las Vegas Top Tier LLC fail and the
company's EBITDA weaken further.

Given the prolonged turbulence in the credit markets, the rating
agency expresses skepticism regarding the materialization of the
Transaction in its current terms, which was initiated on April 30,
2007, and is concerned about 155 East Tropicana's ability to meet
its future debt service obligations, should the senior secured
notes remain outstanding and the company fail to improve EBITDA in
a sustainable way.  Moody's also notes that the revolver expires
on March 30, 2009, two days before a coupon payment date.

Since the opening of the renovated Hooters Casino Hotel in
February 2006, the ramp up has been well below expectations.  The
negative outlook reflects the risk of further deterioration with
regards to operating performance and liquidity, as cost cutting
measures might not fully offset the weakening of the company's
revenues due to reduced traffic and lower consumer spending.

Ratings downgraded:

  -- Corporate Family Rating to Caa3

  -- Probability of Default Rating to Caa3

  -- Rating of Senior Secured Notes due 2012 to Caa3 (unchanged
     LGD assessment of LGD4/57%)

155 East Tropicana, LLC owns the Hooters Casino Hotel in Las
Vegas, Nevada.  The property is located one-half block from the
intersection of Tropicana Avenue and Las Vegas Boulevard, a major
intersection on the Las Vegas Strip.  The Hooters Casino Hotel
features 696 hotel rooms and an approximately 29,000 square-foot
casino.  The company generated approximately $65 million in net
revenues in 2007.


ABSC HOME: Principal Write-downs Cue S&P's Eight Rating Cuts
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of asset-backed certificates from four transactions issued
by Asset Backed Securities Corp. Home Equity Loan Trust, Centex
Home Equity Loan Trust, and Meritage Mortgage Loan Trust.   
Concurrently, S&P affirmed its ratings on the remaining 25 classes
from these transactions.
     
The downgrades reflect principal write-downs, reduced credit
enhancement as a result of monthly realized losses, and a high
amount of severe delinquencies (90-plus days, foreclosures, and
REOs).  As of the March 25, 2008, remittance date, cumulative
realized losses, as a percentage of the original pool balances,
were 9.25% (Asset Backed Securities Corp. series 2004-HE4), 4.59%
(Centex series 2002-C), 3.41% (Meritage series 2004-1), and 2.74%
(Meritage series 2004-2).  Severe delinquencies totaled
approximately $9.036 million for Meritage series 2004-1.  For
Asset Backed Securities Corp. series 2004-HE4, losses have
outpaced excess interest by 2.6x over the past six months.  These
transactions incurred principal write-downs during the March
remittance period totaling $738,092 for Asset Backed Securities
Corp. 2004-HE4's class M8; $45,074 for Centex series 2002-C's
class B-2; $487,189 for Meritage series 2004-1's class M-7; and
$159,272 for Meritage series 2004-2's class M-10.  As a result,
S&P downgraded these classes to 'D'.   
     
The affirmations reflect sufficient credit enhancement available
to support the ratings at their current levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral for these
transactions originally consisted primarily of fixed- and
adjustable-rate, first- and second-lien mortgage loans.

                          Ratings Lowered


    Asset Backed Securities Corporation Home Equity Loan Trust

                                                   Rating
                                                   ------
Series              Class      CUSIP         To             From
------              -----      -----         --             ----
2004-HE4            M5         04541GKG6     B              BB
2004-HE4            M8         04541GKK7     D              CCC

                   Centex Home Equity Loan Trust

                                                   Rating
                                                   ------
Series              Class      CUSIP         To             From
------              -----      -----         --             ----
2002-C              B-2        152314FV7     D              CCC

                   Meritage Mortgage Loan Trust

                                                   Rating
                                                   ------
Series              Class      CUSIP         To             From
------              -----      -----         --             ----
2004-1              M-2        59001FAR2     BB             BB+
2004-1              M-3        59001FAS0     B              BB
2004-1              M-4        59001FAT8     B-             B
2004-1              M-7        59001FAW1     D              CCC
2004-2              M-10       59001FBP5     D              CCC


                         Ratings Affirmed

        Asset Backed Securities Corp. Home Equity Loan Trust

         Series              Class      CUSIP         Rating
         ------              -----      -----         ------
         2004-HE4            A1         04541GKA9     AAA
         2004-HE4            M1         04541GKC5     AA
         2004-HE4            M2         04541GKD3     AA
         2004-HE4            M3         04541GKE1     AA-
         2004-HE4            M4         04541GKF8     BBB
         2004-HE4            M6         04541GKH4     B-
         2004-HE4            M7         04541GKJ0     CCC

                  Centex Home Equity Loan Trust

         Series              Class      CUSIP         Rating
         ------              -----      -----         ------
         2002-C              AF-4       152314FM7     AAA
         2002-C              AF-5       152314FN5     AAA
         2002-C              AF-6       152314FP0     AAA
         2002-C              M-1        152314FS4     AA
         2002-C              M-2        152314FT2     A
         2002-C              B-1        152314FU9     CCC

                   Meritage Mortgage Loan Trust

         Series              Class      CUSIP         Rating
         ------              -----      -----         ------
         2004-1              M-1        59001FAQ4     BBB
         2004-1              M-5        59001FAU5     CCC
         2004-1              M-6        59001FAV3     CCC
         2004-2              M-1        59001FBE0     AA+
         2004-2              M-2        59001FBF7     AA+
         2004-2              M-3        59001FBG5     AA
         2004-2              M-4        59001FBH3     BBB-
         2004-2              M-5        59001FBJ9     BB
         2004-2              M-6        59001FBK6     B
         2004-2              M-7        59001FBL4     CCC
         2004-2              M-8        59001FBM2     CCC
         2004-2              M-9        59001FBN0     CCC


ABSPOKE 2006-IA: Moody's Reviews 'Ba1' Rating on $100 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these class of notes
issued by ABSpoke 2006-IA Segregated Portfolio:

Class Description: $100,000,000 Variable Floating Rate Notes Due
2046

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

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


ABSPOKE 2005-IC: Moody's Junks Rating on $25 Mil. Notes
-------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these note issued by
ABSpoke 2005-IC, Ltd.

Class Description: $25,000,000 Fixed Rate Notes due 2042

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


ABSPOKE 2005-IC2: Moody's Junks Rating on $5 Mil. Notes From Baa2
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these note issued by
ABSpoke 2005-IC2, Ltd.

Class Description: $5,000,000 Variable Floating Rate Notes due
2042

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


ABSPOKE 2006-IIC: Moody's Reviews 'B2' Rating on $15 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these notes issued by
ABSpoke 2006-IIC:

Class Description: $15,000,000 Variable Floating Rate Notes Due
2037

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

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


ABSPOKE 2006-III: Three Classes of Notes Get Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ABSpoke 2006-III:

Class Description: $20,000,000 Variable Floating Rate Notes Due
2045, Series 2006-IIIA

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

Class Description: $30,000,000 Variable Floating Rate Notes Due
2045, Series 2006-IIIB

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $30,000,000 Variable Floating Rate Notes Due
2045, Series 2006-IIIC

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

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


ABSPOKE 2005-X: Moody's Reviews 'Ba3' Rating on JPY2 Bil. Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these note issued by
ABSpoke 2005-X, Ltd.

Class Description: JPY2,000,000,000 Variable Floating Rate Notes
Due 2015

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

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


ABSPOKE 2005-XII B: Moody's Reviews 'Ba1' Rating on $24.5MM Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these note issued by
ABSpoke 2005-XII B, Ltd.:

Class Description: $24,500,000 Variable Floating Rate Notes due
December 20, 2035

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

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


ARCAP 2005-RR5: Fitch Downgrades Ratings on 15 Classes of Certs.
----------------------------------------------------------------
Fitch Ratings downgraded and assigned Distressed Recovery ratings
to ARCap 2005-RR5 Resecuritization, Inc., commercial mortgage-
backed securities pass-through certificates, series 2005-RR5
(ARCap 2005-RR5):

  -- $26.1 million class A-1 to 'BBB' from 'AAA';
  -- $26.1 million class A-2 to 'BB' from 'AAA';
  -- $26.2 million class A-3 to 'BB' from 'AAA';
  -- $21.9 million class B to 'B' from 'AA';
  -- $21.9 million class C to 'B' from 'A';
  -- $3.1 million class D to 'B-' from 'A-';
  -- $12.5 million class E to 'B-' from 'BBB+';
  -- $9.4 million class F to 'B-' from 'BBB';
  -- $9.4 million class G to 'B-' from 'BBB-';
  -- $15.7 million class H to 'B-' from 'BB+';
  -- $6.3 million class J to 'B-' from 'BB';
  -- $9.4 million class K to 'B-' from 'BB-';
  -- $9.4 million class L to 'CC/DR4' from 'B';
  -- $9.4 million class M to 'CC/DR4' from 'B-/DR1';
  -- $9.4 million class N to 'C/DR6' from 'CCC/DR3'.

Additionally, Fitch has removed all downgraded classes from Rating
Watch Negative, where they were originally placed on Jan. 16, 2008
and Dec. 12, 2007.  The $1.2 million class O is not rated by
Fitch.

ARCap 2005-RR5 is backed by CMBS B-pieces and closed Aug. 16,
2005.  CMBS B-piece resecuritizations (also referred to as first
loss CRE CDOs ReREMICs) 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 and ReREMIC 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 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 2005-RR5 is collateralized by all or a portion of 18 classes
of fixed-rate CMBS in 15 separate underlying transactions (70.8%)
and the five most junior classes of ARCap 2004-RR3 (29.2%).  All
performance and collateral information is based on the March 24,
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 1999 to 2005 (an average of 6.3 years
of seasoning).  Approximately 74.7% of the collateral is currently
rated below 'B-' or not rated, and, therefore, is more susceptible
to losses in the near-term.  This concentration is one of the
highest of all CMBS B-piece resecuritizations rated by Fitch.  
Overall, a significant portion of the collateral is below
investment grade with only 2.3% investment grade.  ARCap 2005-RR5
holds 2.7% in the 'BB' category and 20.3% in the 'B' category.

The collateral has realized $89 million in losses to date, which
represents 29% of the original collateral.  Based on the original
below 'B-' balance of $262.3 million, this loss rate equates to a
33.9% loss rate on the below 'B-' collateral, which is higher than
other CMBS B-piece resecuritizations rated by Fitch.  Additional
losses are projected with $103 million of the loans in the
underlying CMBS transactions currently 60 days or more delinquent.


ASARCO LLC: Grupo Mexico to Submit Reorganization Plan for ASARCO
-----------------------------------------------------------------
Grupo Mexico, S.A.B. de C.V., the ultimate parent of ASARCO LLC
and its debtor-affiliates, will propose a sponsored reorganization
plan through an auction procedure approved by the U.S. Bankruptcy
Court for the Southern District of Texas to ensure the company's
creditors are paid full or unimpaired.

Although the company objects to the auction process, it is
finalizing a proposal in an effort to guarantee the fair valuation
of Asarco LLC's assets and reestablish its control of the company.

The company welcomes the involvement of a Court-appointed
examiner, who will oversee the auction and ensure the integrity
of the process.  The company believes that with a full payment
plan, there is no reason to accept any purchase of assets
proposal, and the legal team is prepared to pursue all legal
remedies to guarantee that the auction results in the full
valuation of Asarco LLC's assets.

                           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).

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 71; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Affiliates Ask Joint Administration of Ch. 11 Cases
---------------------------------------------------------------
ASARCO LLC and its debtor-affiliates previously advised the U.S.
Bankruptcy Court for the Southern District of Texas that, to
complete the resolution of all of the Debtors' asbestos and
environmental liabilities, additional subsidiaries would need to
file for bankruptcy protection.

The Debtors believe that Chapter 11 protection will provide a
global resolution of the liabilities and will afford the surviving
entities a clean start.

Consequently, six affiliates of ASARCO LLC filed separate
voluntary Chapter 11 petitions at the U.S. Bankruptcy Court for
the Southern District of Texas on April 21, 2008.  The additional
ASARCO Debtors are:

       Entity                                     Case No.
       ------                                     --------
       Wyoming Mining & Milling Co.               08-20197
       Alta Mining & Development Co.              08-20198
       Tulipan Co., Inc.                          08-20199
       Blackhawk Mining & Development Co., Ltd.   08-20200
       Peru Mining Exploration & Development Co.  08-20201
       Green Hill Cleveland Mining Co.            08-20202

The debtor affiliates asked the Court to jointly administer their
cases with ASARCO LLC's Chapter 11 case.  They are represented by
the law firm, Baker Botts L.L.P.

Wyoming Mining, Blackhawk Mining, and Green Hill disclosed that
it owes certain obligations under a consent decree, dated
February 11, 1994, with the U.S. Department of Justice
Environment and Natural Resources Division.

Alta Mining, Green Hill, Peru Mining, Tulipan and Wyoming Mining
listed not more than $50,000, in assets and liabilities.  
Blackhawk Mining listed assets between $100,000 and $500,000, and
liabilities from $0 to $50,000.

The debtor affiliates disclosed that they owe certain pension
amounts to the Pension Benefit Guaranty Corporation, certain
intercompany loans from ASARCO LLC, and various unpaid taxes  to
the Utah State Tax Commission.

Other ASARCO affiliates that have sought protection under Chapter
11 are:

   * Lac d'Amiante Du Quebec Ltee,
   * CAPCO Pipe Company, Inc.,
   * Cement Asbestos Products Company,
   * Lake Asbestos of Quebec, Ltd.,
   * LAQ Canada, Ltd.,
   * Encycle, Inc.,
   * ASARCO Consulting, Inc.,
   * AR Sacaton LLC,
   * Southern Peru Holdings LLC,
   * ASARCO Exploration Company Inc.,
   * Salero Ranch, Unit III, Community Association, Inc.,
   * Government Gulch Mining Company, Limited,
   * AR Mexican Explorations, Inc.,
   * ASARCO Master, Inc.,
   * ASARCO Oil and Gas Company, Inc.,
   * Bridgeview Management Company, Inc.,
   * ALC, Inc.,
   * American Smelting and Refining Company, and
   * Covington Land Company.

One of ASARCO's affiliate, Encycle/Texas, Inc., filed a Chapter
11 petition in 2005 but the case was subsequently converted to a
Chapter 7 liquidation proceeding.

The company is currently in the process of soliciting bids for
potential plan sponsors and selling its assets to finance the
plan.  Two of the company's bondholders, Harbinger Capital
Partners Master Fund I, Ltd., and Citigroup Global Markets, Inc.,
have expressed support for the sale process initiated by ASARCO
LLC.  The Arizona Republic said that BHP Billiton, Rio Tinto, and
a group backed by Glencore AG expressed interest in bidding for
ASARCO.

                          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).

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 71; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


B&B INSURANCE: A.M. Best Assigns 'b+' Issuer Credit Rating
----------------------------------------------------------
A.M. Best Co. assigned the financial strength rating of C++
(Marginal) and an issuer credit rating of "b+" to B&B Insurance
Co., OJSI.  The outlook for both ratings is stable.

The ratings reflect the company's insufficient level of financial
strength to support the business according to A.M. Best's risk-
based capital model, partially mitigated by its established
position as the largest private insurer in a small but developing
Belarusian insurance market, with moderate financial performance.

The company has a weak level of risk-adjusted capitalisation,
dictated by a low level of capital and surplus relative to
significant premium and investment risks.  A.M. Best believes that
the company's strategy to increase retained earnings through lower
dividend payments of 15%, with projected premium growth up to 15%
per annum, would improve its capital position going forward,
though it is still likely to remain constrained.

B&B has established itself as the largest private insurer with a
9% share of the local non-life market, which is dominated by
government owned insurance companies.  The company has acquitted
itself well in a market that has undergone significant legislative
changes.  However, going forward B&B faces further challenges
maintaining its position operating in an uncertain insurance
environment.

The company has consistently achieved positive underwriting
results with a loss ratio of 83% in 2007, supported by moderate
return of approximately 5% on investments.  A.M. Best believes
that despite these positive underwriting results and a
comprehensive reinsurance programme, the net maximum exposures are
material enough to impact further B&B's capital position.





BAYBERRY FUNDING: Moody's Reviews 'Ba2' Rating on $42.5 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Bayberry Funding, Ltd.:

Class Description: $86,000,000 Class III Senior Floating Rate
Notes Due 2041

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

Class Description: $17,250,000 Class IV Mezzanine Floating Rate
Deferrable Notes Due 2041

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $42,500,000 Class V Mezzanine Floating Rate
Deferrable Notes Due 2041

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

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


BEAR STEARNS: SEC Doesn't Reveal Reasons on Withdrawing from Probe
------------------------------------------------------------------
The U.S. Securities and Exchange Commission did not divulge
reasons why it withdrew from further investigation on Bear Stearns
Cos. Inc.'s anomalies in pricing securities, Reuters reports.

The SEC said its reasons were confidential.  "The Commission does
not disclose the existence or nonexistence of an investigation or
information generated in any investigation unless made a matter of
public record in proceedings brought before the Commission or the
courts," Reuters quotes SEC Chairman Christopher Cox in an April
16 letter.  The letter was a response to a congressional request
asking the SEC why it withdrew from the probe.

As reported in the Troubled Company Reporter on March 20, 2008,
the SEC disclosed that the federal regulator is considering
potential investigation into Bear Stearns' conduct prior to the
investment bank's acquisition agreement with J.P. Morgan Chase &
Co.

The SEC's Division of Enforcement wrote a letter concerning
investigations and potential future inquiries into conduct and
statements by Bear Stearns before the public announcement of the
transaction with JPMorgan.  The Division investigates possible
violations of the securities laws as appropriate, said the SEC.  

Among the things the Division looks for are potential indications
of insider trading or manipulation of markets through the
dissemination of false or misleading information to investors by
companies or other market participants.  The SEC brings
enforcement actions when it concludes the securities laws have
been violated.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services   
firm serving governments, corporations, institutions and
individuals worldwide. The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries. Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BEAR STEARNS COMMERCIAL: Fitch Affirms Low-B Ratings on Six Certs.
------------------------------------------------------------------
Fitch Ratings affirmed Bear Stearns Commercial Mortgage Securities
Trust 2007-TOP26, commercial mortgage pass-through certificates:

  -- $65.1 million class A-1 at 'AAA';
  -- $177 million class A-2 at 'AAA';
  -- $65.4 million class A-3 at 'AAA';
  -- $78 million class A-AB at 'AAA';
  -- $91.9 million class A-4 at 'AAA';
  -- $50.1 million class A-1A at 'AAA';
  -- $210.6 million class A-M at 'AAA';
  -- $160.6 million class A-J at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $42.1 million class B at 'AA';
  -- $18.4 million class C at 'AA-';
  -- $29 million class D at 'A';
  -- $15.8 million class E at 'A-';
  -- $18.4 million class F at 'BBB+';
  -- $18.4 million class G at 'BBB';
  -- $18.4 million class H at 'BBB-';
  -- $2.6 million class J at 'BB+';
  -- $2.6 million class K at 'BB';
  -- $5.3 million class L at 'BB-';
  -- $2.6 million class M at 'B+';
  -- $5.3 million class N at 'B';
  -- $2.6 million class O at 'B-'.

Fitch does not rate the $15.8 million class P.

The rating affirmations are the result of stable performance since
issuance.  As of the April 2008 remittance report, the transaction
has paid down 0.5% to $2.095 billion from $2.106 billion at
issuance.  There have been no delinquencies since issuance.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the 14 shadow rated loans in the
transaction: One Dag Hammerskjold Plaza (7.2%), Fulbright Tower
(3.9%), 503 Broadway (1.4%), Harmony Marketplace (1.4%), Stony
Point East (1%), Stony Point West (0.3%), Fox Chapel Shopping
Center (0.7%), Byram Plaza Shopping Center (0.7%), HSBC Sioux
Falls (0.7%), 38-05 to 38-17 and 37-27/29 Main Street (0.5%), 213
West 35th Street (0.5%), Bridgeport Stop & Shop II (0.5%),
Westover Apartments (0.3%) and Whole Foods Santa Monica (0.3%).
Based on their stable performance since issuance the loans
maintain their investment grade shadow ratings.

One Dag Hammerskjold Plaza (7.2%) is a 782,928 square foot (sf)
office property located on 2nd Avenue between 47th and 48th
Streets in the Grand Central and UN submarket of Manhattan.  Major
tenants include Interpublic Group, Telerep, and Babcock & Brown,
L.P.  As of Jan. 1, 2008, occupancy at the property is 97%
compared to 97.1% at issuance.

Fulbright Tower (3.9%) is a 1.2 million sf office tower located in
the Houston, Texas central business district and is part of the
Houston Center Complex, also known as 3 Houston Center.  The
property is also within walking distance to the George R. Brown
Convention Center, Minute Maid Park, Toyota Center, and Hilton
Americas and Four Seasons Hotels.  Major tenants include Fulbright
& Jaworski, Hydro Gulf of Mexico and Key Energy Services.  As of
March 26, 2008 occupancy has increased to 91.3% from 89% at
issuance.

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


BEAR STEARNS TRUST: Moody's Cuts Ratings on Higher Delinquencies
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 98 tranches
from 18 Alt-A transactions issued by Bear Stearns.  Fifty seven
tranches remain on review for possible further downgrade.  
Additionally, 34 tranches were placed on review for possible
downgrade, and the ratings on 5 tranches were confirmed.

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

Complete rating actions are:

Issuer: Bear Stearns ARM Trust 2005-6

  -- Cl. B-2, Downgraded to A3 from A2

  -- Cl. B-3, Downgraded to Ba1 from Baa2

Issuer: Bear Stearns ARM Trust 2005-12

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

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

  -- Cl. II-3-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

  -- Cl. I-B-1, Downgraded to Aa3 from Aa2

  -- Cl. I-B-2, Downgraded to Baa1 from A2

  -- Cl. I-B-3, Downgraded to Ba3 from Baa3

  -- Cl. II-B-1, Downgraded to Baa1 from Aa2

  -- Cl. II-B-2, Downgraded to B1 from A2

  -- Cl. II-B-3, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AC5

  -- Cl. I-B-1, Confirmed at Baa1

  -- Cl. I-B-2, Confirmed at Baa2

  -- Cl. I-B-4, Downgraded to Ca from Ba2

  -- Cl. I-B-3, Downgraded to B1 from Baa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AC6

  -- Cl. I-B-2, Confirmed at Baa2

  -- Cl. I-B-3, Confirmed at Baa3

  -- Cl. I-B-4, Downgraded to Caa3 from Ba2

  -- Cl. II-B-2, Downgraded to Ba3 from Baa1

Issuer: Bear Stearns Asset Backed Securities Trust I Series 2005-
AC7

  -- Cl. B-2, Confirmed at Baa2

  -- Cl. B-3, Downgraded to Ba2 from Baa3

  -- Cl. B-4, Downgraded to Ca from Ba2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AC8

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

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

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AC9

  -- Cl. M-1, Downgraded to Aa3 from Aa2

  -- Cl. M-2, Downgraded to Baa1 from A2

  -- Cl. M-3, Downgraded to Ba1 from A3

  -- Cl. B-1, Downgraded to Ba2 from Baa1

  -- Cl. B-2, Downgraded to B3 from Baa2

  -- Cl. B-3, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC1

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

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

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

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

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

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

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

  -- Cl. I-M-2, Downgraded to Baa1 from A2

  -- Cl. I-M-3, Downgraded to Ba2 from A3

  -- Cl. I-B-1, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

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

  -- Cl. I-B-3, Downgraded to Ca from Ba3

  -- Cl. I-B-4, Downgraded to Ca from Caa3

  -- Cl. II-B-1, Downgraded to Ba3 from Aa2

  -- Cl. II-B-2, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-3, Downgraded to Ca from B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC2

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

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

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

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

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

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

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

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

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

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

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

  -- Cl. I-M-2, Downgraded to Baa1 from A2

  -- Cl. I-M-3, Downgraded to Ba3 from A3

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

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

  -- Cl. I-B-3, Downgraded to Ca from B1

  -- Cl. II-B-1, Downgraded to Ba2 from Aa2

  -- Cl. II-B-3, Downgraded to Ca from B3

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

  -- Cl. I-B-4, Downgraded to Ca from Caa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC3

  -- Cl. M-3, Downgraded to Baa3 from A3

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. B-4, Downgraded to Ca from Caa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC4

  -- 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 Aa1

  -- Cl. M-1, Downgraded to B1 from Aa2

  -- Cl. M-2, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. B-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

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

  -- Cl. B-4, Downgraded to Ca from Ba3

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC5

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

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

  -- Cl. M-1, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

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

  -- Cl. B-4, Downgraded to Ca from Ba3

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AC1

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

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

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

  -- Cl. M-1, Downgraded to B1 from Aa2

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

  -- Cl. M-3, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

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

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

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

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

  -- Cl. B-4, Downgraded to Ca from Caa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AC2

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

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

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

  -- Cl. M-1, Downgraded to B1 from Aa2

  -- Cl. M-2, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

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

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

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

  -- Cl. B-3, Downgraded to Ca from Caa1

  -- Cl. B-4, Downgraded to Ca from Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AC3

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

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

  -- Cl. M-1, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. B-3, Downgraded to Ca from Caa1

  -- Cl. B-4, Downgraded to Ca from Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AC4

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

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

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

  -- Cl. M-1, Downgraded to B3 from Aa2

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

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

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AC5

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

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

  -- Cl. B-1, Downgraded to Ba3 from Aa2

  -- Cl. B-2, Downgraded to B2 from Ba2

Issuer: Bear Stearns Mortgage Funding Trust 2006-AC1

  -- 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. M-1, Downgraded to B2 from Aa2

  -- Cl. M-2, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

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

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

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

  -- Cl. B-4, Downgraded to Ca from B3


BENAZZI CDO: Three Classes of Notes Get Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Benazzi CDO 2005-1 Ltd.:

Class Description: $20,000,000 Class A Floating Rate Notes having
a Final Maturity Date in December 2040

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $50,000,000 Class B Floating Rate Notes having
a Final Maturity Date in December 2040

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

Class Description: $30,000,000 Class C Floating Rate Notes having
a Final Maturity Date in December 2040

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

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


BRYAN COUNTY: Moody's Holds 'Caa3' Rating on 1990A Revenue Bonds
----------------------------------------------------------------
Moody's Investors Service affirmed the Caa3 rating on the Bryan
County Economic Development Authority, Oklahoma, Single Family
Mortgage Revenue Refunding Bonds, Series 1990A.  The amount of
debt outstanding is $1,080,000.  The outlook on the rating is
negative.

The program consists of 43 loans with an aggregate principal
amount outstanding of $395,493 as of March 31, 2008 (un-audited).   
The trustee reports that of the $395,493, two loans totaling
$21,552 were classified as being up to 60 days past due.

The Caa3 rating reflects the continued deterioration of the
program's financial strength.  This is evidenced by the asset-to-
debt ratio which is currently 0.6421, down from 0.71 as of
Dec. 31, 2006 and 0.814 as of Dec. 31, 2004.  Approximately 55.75%
of the program's assets are invested in guaranteed investment
contracts whose rate of return is less than the coupon on the
bonds (8.6%), resulting in negative arbitrage.

The program has historically experienced rapid prepayments of
loans.  The amount of bonds likely to be affected by a default is
directly tied to the prepayment speed of the remaining mortgage
loans as borrowers prepay on their mortgage loans, causing
negative revenues for the program.  The faster the prepayment
speed, the greater percentage of outstanding bonds that will
likely receive less than the full principal and interest amount
due.

The bonds are scheduled to mature on Jan. 1, 2011.

                            Outlook

The rating outlook for the bonds is negative due to the expected
continued deterioration of the program's financial position.


BUCHANAN SPC: Four Classes of Notes Get Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Buchanan SPC:

Portfolio: Buchanan 2006-I Segregated Portfolio

Class Description: $115,000,000 Variable Floating Rate Notes Due
2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Portfolio: Buchanan 2006-II Segregated Portfolio

Class Description: $72,000,000 Variable Floating Rate Notes Due
2046

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

Portfolio: Buchanan 2006-III Segregated Portfolio

Class Description: $10,000,000 Variable Floating Rate Notes Due
2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Portfolio: Buchanan 2006-IV Segregated Portfolio

Class Description: $4,000,000 Variable Floating Rate Notes Due
2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


BUFFETS HOLDINGS: Court Approves FTI as Panel's Financial Advisor
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave authority to the Official Committee of Unsecured Creditors of
Buffets Holdings Inc. and its debtor-affiliates to retain FTI
Consulting, Inc., as its financial advisors.

As reported in the Troubled Company Reporter on March 5, 2008,
FTI will provide consulting and advisory services, including:

   * assistance in the review of financial related disclosures
     required by the Court, including schedules of assets and
     liabilities, statements of financial affairs and monthly
     operating reports;

   * assistance with information and analyses required pursuant
     to the DIP financing including, but not limited to,
     preparation for hearings regarding the use of cash
     collateral and DIP financing;

   * assistance and advice to the Committee with respect to the
     Debtors' identification of core business assets and the
     disposition of assets or liquidation of unprofitable
     operations;

   * assistance with a review of the Debtors' performance of
     cost and benefit evaluations with respect to the affirmation
     or rejection of varous executory contracts and leases;

   * assistance regarding an evaluation of the present level of
     operations and identification of areas of potential cost
     savings, including overhead and operating expense reductions
     and efficiency improvements;

   * assistance in the review of financial information
     distributed by the Debtors to creditors and others,
     including, but not limited to, cash flow projections and
     budgets;

   * attendance at meetings and assistance in discussions with
     the Debtors, potential investors, banks, other secured
     lenders, the Committee and any other official committees
     organized in the Chapter 11 proceedings, the U.S. Trustee,
     and other parties-in-interest, as requested;

   * assistance in the review or preparation of information
     and analysis necessary for the confirmation of a plan;

   * assistance in the valuation of the business and review of
     capital structure alternatives;

   * assistance in the evaluation and analysis of avoidance
     actions, including fraudulent conveyances and preferential
     transfers; and

   * other general business consulting or other assistance
     as the Committee or its counsel may deem necessary that are
     consistent with the role of a financial advisor and not
     duplicative of services provided by other professionals in
     the Chapter 11 proceeding.

According to Jason D. Schauer, a representative of Levine
Leichtman Capital Partners Deep Value Fund LP, co-chairperson of
the Committee, the panel recognizes that FTI has a wealth of
experience in providing financial advisory services in
restructurings and reorganizations and enjoys an excellent
reputation for services it has rendered in large and complex
Chapter 11 cases.

Mr. Schauer contended that the services of FTI are deemed
necessary to enable the Committee to assess and monitor the
efforts of the Debtors and their professional advisors to maximize
the value of the Debtors' estates.

Mr. Schauer told the Court that FTI is not owed any amounts with
respect to prepetition fees and expenses.

In exchange for its services, FTI will be paid a fixed monthly fee
of $200,000, plus reimbursement of actual and necessary expenses.  
Upon completion of the cases, FTI will receive a completion fee of
up to $1,000,000.  The Completion Fee will be considered earned
and payable upon:

   -- the confirmation of a plan of reorganization or
      liquidation; or

   -- the sale or liquidation of all or substantially all of the
      Debtors' assets.

Michael C. Eisenband, a senior managing director of FTI, assures
the Court that his firm does not represent any other entity having
an adverse interest in connection with the Chapter 11 cases, and
is eligible to represent the Committee under Section 1103(b) of
the Bankruptcy Code.

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc. employs approximately 37,000
team members and serves approximately 200 million customers
annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.  The U.S Trustee for
Region 3 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC as counsel.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BUFFETS HOLDINGS: Asks Court to Enjoin Workers from Pursuing Case
-----------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to issue a
declaratory judgment against James Harris, individually and on
behalf of a putative class of approximately 780 individuals
employed by certain of the Debtors who worked in salaried
restaurant management positions at HomeTown Buffet branded
restaurants in California.

                          The HTB Action

In November 2004, two former employees of HomeTown Buffet, Inc.,
Elaine Tiffany and Shannon Whitehead, filed a complaint against
HTB in the San Francisco Superior Court on their own behalf, and
on behalf of the Putative Class, which matter was subsequently
removed to the U.S. District Court for the Northern District of
California, Oakland Division.

The HTB Complaint asserts causes of action for various provisions
of the California Labor Code and California Business and
Professional Code.  The basis for the allegations in the HTB
Complaint is that HTB and OCB Restaurant Company, LLC,
misclassified approximately 780 individuals employed by certain
of the Debtors who worked in salaried restaurant management
positions at HomeTown Buffet branded restaurants in California as
"exempt" employees and as such, improperly denied the managers
overtime pay in violation of California law.  The HTB Complaint
further alleges that HTB and OCB failed to provide the managers
with required rest and meal periods, failed to provide itemized
wage statements, and took illegal deductions from the class
members' bonus pay.  

Ultimately, the parties accepted terms of a mediator's proposed
settlement on March 1,2007.  On August 1, 2007, Dostart Clapp
Gordon & Coveney, LLP -- the Putative Class Counsel -- filed a
motion with the District Court seeking preliminary approval of
the proposed classwide settlement.

The preliminarily approved settlement provided that the Putative
Class would be certified for settlement purposes only, and that
HTB and OCB would establish a $7,000,000 settlement fund to pay
claims of the Putative Class, fees of Putative Class Counsel,
litigation expenses, claims administration expenses, and
enhancements to the individuals who served as class
representatives.  The preliminary approved settlement would have
released various claims.

On September 12, 2007, the District Court preliminarily approved
the settlement subject to class approval and scheduled a final
"fairness hearing" for January 22, 2008.  However, on January 22,
each of the Debtors filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code, which automatically stayed any
further proceedings in the HTB Action.

                         The PAGA Action

In March 2008, the Putative Class Counsel filed a complaint in
the Superior Court of California, County of San Diego, against
Mario O. Lee, Jane L. Binzak, and Michael A. Stout, as well as
other unknown individuals who allegedly acted on behalf of HTB.

The PAGA Complaint was filed on behalf of Mr. Harris, who asserts
causes of action for recovery of civil penalties under Section
2698 of the California Labor Code, on his own behalf and on
behalf of the same Putative Class as defined in the HTB Action.

Mr. Harris alleges a right to payment from the PAGA Defendants on
the basis that HTB allegedly failed to provide overtime pay, meal
periods, or rest periods pursuant to the California Labor Code
and Wage Order 5-2001 of the California Industrial Welfare
Commission.  

The PAGA Complaint seeks a judgment against each defendant,
jointly and severally, in the amount of (i) $50 per employee per
member of the Putative Class per pay period for the alleged
initial violation, (ii) $100 per member of the Putative Class per
pay period for each alleged subsequent violation, (iii) an amount
sufficient to recover the alleged underpaid wages, and (iv)
reasonable attorney's fees and costs.

Article 8 of the Certificate of Incorporation of Buffets
Holdings, Inc., the ultimate parent of each of the Debtors, as
well as Article 7 of the Bylaws of Buffets Holdings, Inc.,
provide that officers and directors are indemnified to the
fullest extent authorized by Delaware law.  Under California law,
the Debtors have a mandatory obligation to defend all employees
who acted with the actual or apparent authority of the Debtors,
even if the action taken was unlawful.  This obligation exists
unless and until it is ultimately proven that an individual knew
his or her action was unlawful.  Accordingly, the Debtors have an
obligation to reimburse and indemnify any and all PAGA Defendants
for any costs incurred or liabilities proven in connection with
the PAGA Action.

                PAGA Action Violates Automatic Stay

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, notes that the allegations purporting to
provide the basis for the PAGA Action are similar, if not
identical allegations that purported to provide the basis for the
HTB Action, and requests a considerable sum from individual
defendants who likely could not satisfy any judgment, if proven.

The Debtors, hence, ask Judge Walrath to declare that:

   (a) the filing of the PAGA Action was in violation of the   
       automatic stay pursuant to Section 362(a) of the
       Bankruptcy Code by exposing the Debtors to potential
       indemnification claims pursuant to the certificate of
       incorporation and bylaws of the Debtors, as well as
       pursuant to state law, as well as threats of vicarious
       liability in the PAGA Action, thus forcing the Debtors to
       appear and defend themselves and their employees against
       the PAGA Action;

   (b) the filing of the PAGA Action was in violation of the
       automatic stay by exposing the Debtors to collateral
       estoppel and imputed admissions that will be raised in the
       context of the stayed HTB Action, thus forcing the Debtors
       to appear and defend themselves and their employees
       against the PAGA Action; and

   (c) the continued prosecution of the PAGA Action will distract
       the Debtors' key personnel and frustrate the purposes of
       the automatic stay, thus causing irreparable harm to the
       Debtors' ability to reorganize.

The Debtors also ask the Court to enjoin the continued
prosecution of the PAGA Action and enjoin the Putative Class from
commencing any lawsuit or proceeding against the Debtors or the
PAGA Defendants based on the facts alleged in the HTB Action and
the PAGA Action.

Ms. Morgan reminds the Court that Section 362 prohibits the
commencement or continuation of any actions against a debtor that
were or could have been commenced prior to the banlauptcy filing,
or which seek to recover for any claim that arose prior to the
commencement of the banlauptcy case, or of any act to obtain
possession or exercise control over the property of the debtor's
estate.

Although the PAGA Action does not name the Debtors as defendants,
it is, in fact, the real party in interest to the litigation, Mr.
Moragn says.  Given the nature of the claims, the Debtors will be
forced to appear and defend against the claims in order to
protect their own interests, she adds.  

"The PAGA Action exposes the Debtors to potential indemnification
obligations, as well as the threat of vicarious liability,
collateral estoppel and imputed admissions," Ms. Morgan tells
Judge Walrath.  "Thus, failure to appear and defend could have
irreparable adverse consequences on the Debtors' estates."

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc. employs approximately 37,000
team members and serves approximately 200 million customers
annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.  The U.S Trustee for
Region 3 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC as counsel.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

  
CALAMOS INVESTMENTS: To Refinance $939MM of Fund's Pref. Stocks
---------------------------------------------------------------
Calamos Investments intends to refinance an aggregate of
$939 million of the outstanding auction rate preferred securities
issued by two of its closed-end funds.  The funds are the Calamos
Global Total Return Fund and the Calamos Strategic Total Return
Fund.

"We have worked very hard to structure a solution that makes
sense for each fund and all shareholders," John P. Calamos, Sr.,
the chairman, chief executive officer and co-chief investment
officer of Calamos Investments, stated.  "We continue to work
toward solutions across our entire closed-end fund complex and
hope to have additional statements in the weeks to come."

Calamos has secured an alternative form of borrowing that will
enable, based on current market conditions, CGO to redeem all of
its $59 million of outstanding ARPs and CSQ to redeem
approximately 81.5% or $880 million of its outstanding ARPs.  The
aggregate $939 million in refinancing represents approximately 41%
of the total auction rate preferred outstanding in the five
Calamos closed-end funds.

Upon completion of the refinancings, which have been approved by
the board of trustees of both CGO and CSQ, the leverage ratio for
each of the funds is not expected to materially change and the
funds will continue to meet the asset coverage requirements of the
Investment Company Act of 1940.

Since the amount of refinancing for CSQ is less than the total
amount outstanding, this refinancing will take place pro rata by
auction series.   It is important to note that the Depository
Trust Company, the securities' holder of record, will determine
how to allocate this partial redemption of shares among each
participant broker-dealer account.  Each participant broker-
dealer, as nominee for underlying beneficial owners or street name
shareholders, in turn will determine how redeemed shares are
allocated among its beneficial owners.

The data will show the shares outstanding per series and the
number that the fund will redeem via this refinancing.

   a) Auction Series:
Monday                                              
      Shares Outstanding: 7,040    
      Percent to be Redeemed: 81.5%    
      Amount to be Redeemed: $143,400,000

   b) Auction Series:  Tuesday                           
      Shares Outstanding:  7,040                   
      Percent to be Redeemed: 81.5%    
      Amount to be Redeemed: $143,400,000  

   c) Auction Series:
Wednesday                                             
      Shares Outstanding: 7,040    
      Percent to be Redeemed: 81.5%   
      Amount to be Redeemed: $143,400,000   

   d) Auction Series:  Thursday                            
      Shares Outstanding: 7,040                     
      Percent to be Redeemed: 81.5%   
      Amount to be Redeemed: $143,400,000   

   e) Auction Series: Friday                              
      Shares Outstanding: 7,040                     
      Percent to be Redeemed: 81.5%   
      Amount to be Redeemed: $143,400,000   

   f) Auction Series:  A (28-Day)                           
      Shares Outstanding: 4,000                     
      Percent to be Redeemed: 81.5%   
      Amount to be Redeemed: $81,500,000   

   g) Auction Series: B (28-Day)                            
      Shares Outstanding: 4,000                     
      Percent to be Redeemed: 81.5%   
      Amount to be Redeemed: $81,500,000   

CGO and CSQ expect to begin issuing redemption notices in the next
several days and redemptions will coincide with the completion of
the refinancing transaction.

Calamos acknowledges that there is still much work to be done and
intends to continue aggressively pursuing refinancing solutions
across all funds.  With respect to its other three funds, Calamos
Convertible Opportunities and Income Fund, Calamos Convertible and
High Income Fund and Calamos Global Dynamic Income Fund, not
affected by this transaction, the company is working hard on
financing solutions and are in advanced stages of negotiations
with lenders.

"We have over 30 years of experience investing through difficult
market environments, but this liquidity crisis has presented
unique challenges," said Mr. Calamos.  "We continue to monitor
developments closely.  We maintain a high degree of confidence in
the long-term positioning of the Calamos portfolios, and will seek
to capitalize on the opportunities that volatile markets often
bring."

                     About Calamos Investments

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


CASAS INVESTMENTS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Casas Investments, Inc.
        5601 East Slauson Avenue
        Commerce, CA 90040

Bankruptcy Case No.: 08-4857

Chapter 11 Petition Date: April 13, 2008

Court: Central District of California (Los Angeles)

Debtor's Counsel: Steven Earl Smith, Esq.
                  20969 Ventura Blvd. Ste 230
                  Woodland Hills, CA 91364
                  Phone: 818-430-7770
                  E-mail: sesmithesq@aol.com

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

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

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   
Hanmi Bank                                           $672,935
Commercial Loan Dept.            secured value        850,000
3660 Wilshire Blvd. Ste. 1050/1034
Los Angeles, CA 90010


CASSANDRA THOMAS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Cassandra Faye Thomas
        514-C Woodrow Wilson
        Jackson, MS 39296

Bankruptcy Case No.: 08-01215

Chapter 11 Petition Date: April 14, 2008

Court: Southern District of Mississippi (Jackson Divisional
       Office)

U.S. Trustee: R. Michael Bolen
              100 W. Capitol St.
              Suite 706
              Jackson, MS 39269
              Phone: (601) 965-5241  

Debtor's Counsel: Paul Mathis, Jr., Esq.
                  365 West Reed Rd.
                  P.O. Box 936
                  Greenville, MS 38702
                  662-332-6660
                  Fax : 662-332-6668
                  E-mail: paulmathis@bellsouth.net

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.


CAVTEL HOLDINGS: Operating Challenges Cue Moody's Rating Reviews
----------------------------------------------------------------
Moody's Investors Service placed the ratings of CavTel Holdings,
LLC.'s under review for a possible downgrade.  The review will
address Cavalier's B3 corporate family rating, the B3 rating on
the senior secured credit facilities and the Caa1 probability of
default rating.

The decision to put the ratings under review reflects Cavalier's
continuing operational challenges in integrating TalkAmerica
Holdings, which Cavalier acquired in December 2006, and the highly
competitive environment in Cavalier's markets.  The weaker sales
to residential and commercial customers, the high churn of
residential customers and the related bad debt expenses have
contributed to cash flow falling short of the rating agency's
previous projections.  As a result of the decline in the Company's
EBITDA in 2007, Cavalier is on the verge of violating financial
covenants under its credit facility.

The Company has initiated an amendment process with the bank
group, and in Moody's view, the lenders will likely conduct an
analysis of the company's business model as a condition of the
amendment approval.  Moody's also notes that Cavalier continues to
realize cost synergies from the integration of Talk America, and
may have flexibility in slowing its capital spending to preserve
liquidity and generate positive free cash flow in 2008.

Moody's will monitor the developments with the bank group.  The
conclusion of the review will be greately influenced by the
outcome of the amendment process, as the Company's fundamental
credit profile still exhibits B3 rating characteristics.  However,
as the history of CLECs restructurings has demonstrated a rapid
deterioration of value of companies operating in bankruptcy, in
the event that the Company does not come to terms with its lenders
on an amendment, Moody's may downgrade Cavalier's ratings by more
than one notch.

Issuer: CavTel Holdings, LLC

On Review for Possible Downgrade:

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently Caa1

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B3

  -- $20M Senior Secured Bank Credit Facility Due 2011, Placed on
     Review for Possible Downgrade, currently B3

  -- $415M Senior Secured Bank Credit Facility Due 2012, Placed on
     Review for Possible Downgrade, currently B3

Outlook Actions:

  -- Outlook, Changed To Rating Under Review From Stable

Moody's review will focus on a) the Company's ability to
successfully obtain an amendment from its lenders resetting the
covenant levels to give it operating flexibility over the next 12
months, b) Moody's comfort with the company's business plan going
forward, including rationalizing its residential and business
sales strategies, c) the forward capital spending required to
support the residential business, and d) the company's path to
restore free cash flow growth.

Cavalier is a competitive local exchange carrier based in
Richmond, Virginia.


C-BASS CBO: Five Classes of Notes Acquire Moody's Rating Cuts
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by C-
Bass CBO XIX Ltd.:

Class Description: $292,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due October 2047

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

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

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's has downgraded these notes:

Class Description: $42,000,000 B Third Priority Senior Secured
Floating Rate Notes Due October 2047

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

Class Description: $23,000,000 Class C Fourth Priority Secured
Floating Rate Deferrable Interest Notes Due October 2047

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

Class Description: $10,000,000 Class D Fifth Priority Secured
Floating Rate Deferrable Interest Notes Due October 2047

  -- Prior Rating: B1, 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.


CDC MORTGAGE: Eight Classes of Certs. Get S&P's Rating Downgrades
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of mortgage pass-through certificates from CDC Mortgage
Capital Trust's series 2002-HE2 and 2003-HE4.  In addition, S&P
affirmed its ratings on the remaining classes from these two
transactions.
     
The lowered ratings reflect the deterioration of available credit
support for these transactions, combined with projected credit
support percentages that are insufficient to maintain the ratings
at their previous levels.  S&P's projected credit support
percentages are based on the dollar amount of loans in the
delinquency pipeline.  The failure of excess interest to cover
monthly losses has resulted in the complete erosion of
overcollateralization for these transactions.  

This O/C deficiency caused principal write-downs to both the B-1
(2002-HE2) and B-3 (2003-HE4) classes, which prompted us to
downgrade them to 'D'.  As of the March 25, 2008, remittance date,
cumulative losses for series 2002-HE2 were 3.49% of the original
pool balance.  Total delinquencies were 45.97% of the current pool
balance and severe delinquencies (90-plus days, foreclosures, and
REOs) were 29.88% of the current pool balance.  Cumulative losses
for series 2003-HE4 were 1.90% of the original pool balance.  
Total and severe delinquencies were 26.40% and 18.34% of the
current pool balance, respectively.  
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at their
current levels.  Credit support for these classes averaged 72.5%
of the current pool balance.  In comparison, the ratio of current
credit enhancement to original enhancements averaged 3.38x.
     
A combination of subordination, excess interest, and O/C (prior to
its complete erosion) provide credit enhancement for these
transactions.  The collateral supporting these series consists of
a subprime pool of fixed- and adjustable-rate mortgage loans
secured by first liens on one- to four-family residential
properties.
  
                         Ratings Lowered

                    CDC Mortgage Capital Trust
                Mortgage pass-through certificates

                                            Rating
                                            ------
              Series       Class       To            From
              ------       -----       --            ----
              2002-HE2     M-1         BB-           AA
              2002-HE2     M-2         CCC           A
              2002-HE2     B-1         D             CCC
              2003-HE4     M-2         BB            A
              2003-HE4     M-3         B             A-
              2003-HE4     B-1         CCC           BB
              2003-HE4     B-2         CCC           B
              2003-HE4     B-3         D             CCC


                         Ratings Affirmed

                    CDC Mortgage Capital Trust
                Mortgage pass-through certificates

                  Series     Class              Rating
                  ------     -----              ------
                  2003-HE4   A-3                AAA
                  2003-HE4   M-1                AA


CENTRAL ILLINOIS: Has Until August 31 To File Chapter 11 Plan
-------------------------------------------------------------
The Hon. Thomas L. Perkins of the United States Bankruptcy Court
for the Central District of Illinois approved a request by the
Central Illinois Energy LLC to further extend the exclusive
periods to file a Chapter 11 plan and solicit acceptances of that
plan until Aug. 31, 2008.

The Debtor say it needs more time because it is unable to prepare
and file a Chapter 11 plan of reorganization.

In its motion, the Debtor asked the Court to extend the plan
filing period until Sept. 8, 2008, and solicit acceptances of that
plan until July 10, 2008.

                  About Central Illinois Energy

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


CENTRAL ILLINOIS: Court Okays $80MM Sale of Assets to CIE Energy
----------------------------------------------------------------
The Hon. Thomas L. Perkins of the United States Bankruptcy
Court for the Central District of Illinois approved the sale of
substantially all assets of Central Illinois Energy LLC to New
CIE Energy Opco LLC for $80,000,000 credited bid under an asset
purchase agreement dated April 23, 2008.

The credited bid is comprised of a $5,500,000 postpetition
financing and a portion of the $87,500,000 prepetition financing
from Credit Suisse, Cayman Islands Branch, as administrative
agent, and other financial institutions.

Under the agreement, New CIE Energy will assume all executory
contracts for all mechanics liens of at least $25,000,000, Ethanol
Producer Magazine reports.  New CIE Energy will complete the
unfinished ethanol plant in Canton, Illinois to cost at most
$30,000,000, as part of the deal, report says.

Barry M. Barash, Esq., at Barash & Everett, LLC in Galesburg,
Illinois, say the Debtor is presently evaluating any fraudulent
conveyances during the Chapter 11 case, which is expected to
finish in the next succeeding weeks.  Mr. Barash says in court
documents the general unsecured creditors may get the first
$3,000,000 of any distribution; however, provided, all valid
claims of the prepetition secured lenders are paid in full.

On the closing date, New CIE Energy is expected to provide, among
other things, 100% in the amounts transferred from the 401(k) plan
to employees of the Debtor affected by the transaction.  The sale
is expected to complete by April 30, 2008.

A full-text copy of the Asset Purchase Agreement dated April 23,
2008, is available for free at:

            http://ResearchArchives.com/t/s?2b3c


                  About Central Illinois Energy

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


CI WORLDWIDE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: C.I. Worldwide, LLC
        5017 N. Coolidge Ave.
        Tampa, FL 33614

Bankruptcy Case No.: 08-05575

Type of Business: The Debtor delivers wood molding products from
                  South American and domestic mills.  
                  See http://www.constructionimports.com/

Chapter 11 Petition Date: April 22, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Michael C. Markham, Esq.
                  E-mail: mikem@jpfirm.com
                  Johnson Pope Bokor Ruppel & Burns, LLP
                  P.O. Box 1368
                  Clearwater, FL 33757
                  Tel: (727) 461-1818
                  Fax: (727) 443-6548
                  http://www.jpfirm.com/

Estimated Assets:                  Unknown

Estimated Debts: $1 million to $10 million

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


CINCINNATI BELL: Dec. 31 Balance Sheet Upside-Down by $667 Million
------------------------------------------------------------------
Cincinnati Bell Inc.'s consolidated balance sheet at Dec. 31,  
2007, showed $2.020 billion in total assets and $2.687 billion in
total liabilities, resulting in a $667 million total stockholders'
deficit.

The company reported net income of $700,000 for the fourth quarter
ended Dec. 31, 2007, compared with net income of $22.8 million in
the same period of 2006.  Excluding restructuring charges, net
income was $23 million.  Adjusted earnings before interest, taxes,
depreciation and amortization (Adjusted EBITDA) equaled
$118 million, up $6 million, or 6% from a year ago.

Revenue was $360 million, an increase of $31 million or 10% from
the prior year quarter.  Operating income was $41 million and
included a pre-tax restructuring charge of $38 million related to
the company's previously announced restructuring plan.

"2007 was an outstanding year for Cincinnati Bell.  Investments in
our Wireless and Technology Solutions segments drove significant
rates of revenue and operating income growth," said Jack Cassidy,
president and chief executive officer of Cincinnati Bell Inc.

"Despite the intense competition in our market, consistent
execution of our strategy has produced the ninth consecutive
quarter of revenue growth and sixth consecutive quarter of
combined Adjusted EBITDA growth in our three operating segments,"
he said.

                        Full-Year Results

Revenue in 2007 totaled $1.349 billion, an increase of $79 million
or 6 percent from 2006.  Operating income for the year was
$282 million with net income of $73 million.  Net income excluding
special items was $96 million, up $7 million from 2006 also
excluding special items.  Adjusted EBITDA equaled $473 million
representing a year-over-year increase of 3%.

                Financial and Operations Overview

"Combined Wireless and Technology Solutions revenue and EBITDA
growth continue to offset Wireline profit erosion caused by
consumer access line loss," said Brian Ross, chief financial
officer of Cincinnati Bell Inc.  "As a result, cash flow remains
strong, our balance sheet is solid and our operations are well-
positioned for 2008."

Quarterly free cash flow was $10 million, which included a
$22 million data center customer prepayment, with which the
company accelerated $20 million of future mandatory pension
contributions.  Free cash flow for 2007 equaled $59 million.

Capital expenditures were $81 million in the quarter and
$234 million, or 17% of revenue, for the year.  Year-end net debt
totaled $1.98 billion, down $27 million from the end of 2006.

                 Liquidity and Capital Resources

As of Dec. 31, 2007, the company held $26.1 million in cash and
cash equivalents, which is a $53.3 million decrease compared to
Dec. 31, 2006.  At Dec. 31, 2006, the company held excess cash to
make significant payments of capital expenditures in early 2007.

The company's primary sources of cash in 2008 will be cash
generated by operations and borrowings from the revolving credit
facility under which the company had $167.9 million of
availability at Dec. 31, 2007.  

The company's total indebtedness was $2.009 billion at Dec. 31,
2007 compared to $2.073 billion at Dec. 31, 2006.

As of Dec. 31, 2007, the company had $55.0 million of outstanding
borrowings under its revolving credit facility and had outstanding
letters of credit totaling $27.1 million, leaving $167.9 million
in additional borrowing availability under its $250 million
revolving credit facility.

                          *     *     *

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?2b1a

                      About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides a wide range of  
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana.


CITIUS I: Moody's Reviews 'Ba1' Rating on Two $1.8 Bil. Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Citius I Funding, Ltd.:

Class Description: Up to $1,800,000,000 Class A LT Notes

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: Up to $1,800,000,000 Class A ST Notes

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $70,000,000 Class A-1 Secured Floating Rate
Notes, due 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $25,000,000 Class A-2 Secured Floating Rate
Notes, due 2046

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

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


CITIUS II: Poor Credit Quality Prompts Moody's Rating Downgrades
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Citius II Funding, Ltd.:

Class Description: $1,800,000,000 aggregate Principal Component of
commercial paper notes

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $95,000,000 Class A Secured Floating Rate Notes
Due 2047

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

Class Description: $50,000,000 Class B Secured Floating Rate Notes
Due 2047

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

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


CLINICAL PET: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Clinical PET of Ocala, LLC
        dba Radiological Institute of the Villages
        3143 S.W. 32nd Avenue, Suite 100
        Ocala, FL 34474

Bankruptcy Case No.: 08-02214

Type of Business: The Debtor offers positron emission tomography
                  imaging services, computed tomography services
                  and women's imaging services.  See
                  http://www.www.clinicalpet.com/

Chapter 11 Petition Date: April 22, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Robert Altman, Esq.
                  E-mail: robertaltman@bellsouth.net
                  AFD
                  5256 Silver Lake Dr.
                  Palatka, FL 32177-8524
                  Tel: (386) 325-4691

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
GE Healthcare Financial        $950,000
Services
20225 Watertower Blvd.,
Ste. 100
Brookfield, WI 53045

Banc of America                $179,492
Leasing & Capital, LLC
Attn: Foley & Lardiner, LLP
111 North Orange
Ave., Ste. 1800
Orlando, FL 32801

Regions Bank                   $97,019
P.O. Box 277293
Atlanta, GA 30384-7293

Petnet Pharmaceuticals         $60,600

James K. Leeward Rentals       $39,096

Marlin Leasing Corp.           $35,000

Crippen Trice & Hornby, LLP    $32,727

Deltacom                       $27,319

Discover Card Services         $19,676

Medspan, LLC                   $12,128

Star Banner                    $10,692

Office Depot                   $10,546

Sanders Medical Products, Inc. $10,500

PSS-North Florida              $8,057

The Lamar Cos.                 $8,050

Lossing Insurance              $7,606

Ocala Electric Utility         $6,244

CNMC                           $6,200

Viatronix                      $5,325

Siemens Medical Solutions,     $4,611
USA, Inc.


CMP SUSQUEHANNA: S&P Changes Outlook to Stable, Holds 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Georgia-based CMP Susquehanna Radio Holdings Corp. to stable from
positive.
      
"The action reflects our expectation that leverage will remain
very high over the intermediate term, despite the company's
realization of significant cost savings and EBITDA margin
expansion in 2007," explained Standard & Poor's credit analyst
Jeanne Mathewson.
     
S&P believes the majority of cost savings have been achieved and
further EBITDA margin expansion will be more challenging in 2008,
especially in light of economic weakness and unfavorable secular
trends in radio advertising demand.  S&P also affirmed the
ratings, including the 'B-' corporate credit rating.
     
The rating on CMP Susquehanna reflects its very high leverage,
unfavorable secular trends in radio advertising demand,
advertising cyclicality, competition from much larger rivals, and
a concentration of revenue and free cash flow in a few key
markets.  The company's portfolio of large-market radio stations,
radio broadcasting's good margin and discretionary cash flow
potential, and largely resilient station asset values partially
offset these factors.


CONGOLEUM CORP: Ernst & Young Raises Substantial Doubt
------------------------------------------------------
Congoleum Corporation has filed its 2007 annual report with the
U.S. Securities and Exchange Commission.

In that report, the company's management said there is
"substantial doubt about the company's ability to continue as a
going concern unless it obtains relief from its substantial
asbestos liabilities through a successful reorganization under
Chapter 11 of the Bankruptcy Code."

Moreover, Ernst & Young LLP, the company's auditor, raised
substantial doubt about the company's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.

Ernst & Young related that the company "has been and continues to
be named in a significant number of lawsuits stemming primarily
from the company's manufacture of asbestos-containing products.  
The company has recorded significant charges to earnings to
reflect its estimate of costs associated with this litigation.  On
Dec. 31, 2003, Congoleum filed a voluntary petition with the U.S.
Bankruptcy Court for the District of New Jersey (Case No. 03-
51524) seeking relief under Chapter 11 of the United States
Bankruptcy Code, as a means to resolve claims asserted against it
related to the use of asbestos in its products decades ago."

For the year ended Dec. 31, 2007, the company posted a $691,000
net loss on $204,262,000 of net sales compared with $679,000 of
net income on $219,474 of net sales in 2006.

At Dec. 31, 2007, the company's balance sheet showed $172,705,000
in total assets and $219,161,000 in total liabilities, resulting
in a $46,456,000 stockholders' deficit.

The company's accumulated deficit at Dec. 31, 2007, stood at
$46,456,000.

                       Update on Bankruptcy

On Feb. 5, 2008, R. Scott Williams, Esq., the Court-appointed
Future Claimants' Representative, the Asbestos Claimants'
Committee, the Bondholders' Committee and Congoleum jointly filed
the Joint Plan.  

The Bankruptcy Court approved the disclosure statement for the
Joint Plan in February 2008, and a confirmation hearing is
scheduled for June 26, 2008.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b19

                       About Congoleum Corp.

Based in Mercerville, N.J., Congoleum Corporation (AMEX:CGM) --
http://www.congoleum.com/-- manufactures and sells resilient  
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.  

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., of Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.


CONTINENTAL AIRLINES: Chooses Not to Merge with United Air Lines
----------------------------------------------------------------
Continental Airlines Inc.'s Chairman and Chief Executive Officer
Larry Kellner and President Jeff Smisek disclosed to more than
45,000 employees that the company's Board of Directors unanimously
supported the management's recommendation that, in the current
industry environment, the best course for Continental is not to
merge with another airline at this time.

As reported in the Troubled Company Reporter on April 21, 2008,
two people briefed on the matter said that Continental Airlines
and UAL Corp.'s unit United Airlines Inc. have already laid most
of the groundwork for a merger, and are prepared to move quickly
to wrap up a deal if ever the Delta Air Lines Inc. and Northwest
Airlines Corp. merger pushes through, says Reuters.  A person
familiar with the talks also revealed that merging the labor
unions of United and Continental is not likely to present a
problem since extensive discussions have already been held
between the two sides, Ms. Johnsson reports.  Chris Walsh of the
Rocky Mountain News notes that experts say a merger with
Continental is the best option for United, as the two have
complementary strengths, particularly when it comes to their
route networks.

According to the two executives, the Board very carefully
considered all the risks and benefits of a merger with another
airline, and determined that the risks of a merger at this time
outweigh the potential rewards, as compared to Continental's
prospects on a standalone basis.  The management will, however,
continue to review potential alliances and its membership in
SkyTeam.  Continental is considering alternatives to SkyTeam as
its carefully evaluates which major global alliance will be best
for Continental over the long term.

While some would prefer to see Continental pursue a merger, the
company strongly believes it has made the right decision -- one
that is in the best interests of its stockholders, co-workers,
customers and the communities it serves.

Messrs. Kellner and Smisek relate that every U.S. carrier,
including Continental, is under enormous pressure from record high
fuel prices, a slowing U.S. economy and a weak dollar.  In today's
harsh environment, the company must continue to adjust its
business model to ensure it to successfully navigate through these
difficult times, so that in the future it can once again grow and
prosper.

In the meantime, Continental must all continue to concentrate on
what it does so well: delivering clean, safe and reliable air
transportation every day.

Even in these tough times, Messrs. Kellner and Smisek said,
Continental has great strengths.  It has an enviable position in
the New York market, a powerful hub in Houston, and hubs in
Cleveland and Guam.  Continental has a solid trans-Atlantic route
network, which has recently been enhanced by our access to London
Heathrow.  It also has a great Latin American network and a
growing portfolio of routes to India and Asia.  Continental flies
the youngest, most fuel-efficient fleet and have the best new
aircraft order book among the major network carriers.

                       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
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).

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/   
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                          *     *     *

As reported in the Troubled Company Reporter on April 22, 2008,
Standard & Poor's Ratings Services revised its rating outlook on
Continental Airlines Inc. (B/Negative/B-3) to negative from
stable.  S&P also placed its ratings on selected enhanced
equipment trust certificates that are secured by regional jets on
CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Fitch Ratings affirmed Continental Airlines 'B-' issuer default
rating with a stable outlook.


COUNTRYWIDE FINANCIAL: Mozilo's Pay Plummeted Nearly 80% in 2007
----------------------------------------------------------------
Angelo Mozilo, chief executive of Countrywide Financial Corp., had
his compensation slashed by 79% to $10.8 million in 2007,
according to the company's amended 10-K filing with the U.S.
Securities and Exchange Commission.

The SEC filing reflected the officers' total compensation for 2006
and 2007, inclusive of, among others, stock and option awards, and
compensation based on an executive incentive plan:

                              2006           2007      % Cut
                          -----------    -----------   -----
   Angelo R. Mozilo       $51,755,223    $10,812,297     79%
   Eric P. Sieracki        $2,606,045     $2,251,288     14%
   David Sambol           $11,973,379    $10,363,566     13%
   Carlos M. Garcia        $4,846,391     $2,415,607     50%
   Andrew Gissinger III    $2,120,070     $4,846,391     --

Mr. Mozilo's option awards had the most significant decrease, from
$26.6 million in 2006 to $3.4 million in 2007.  Because Mr. Mozilo
was eligible for retirement in fiscal 2006, his fiscal 2006 equity
awards would have vested pursuant to his previous employment
agreement had he retired during fiscal 2006.  As a result, the
amount reported for fiscal 2006 reflects the full grant date fair
value of Mr. Mozilo's equity compensation in fiscal 2006.

According to the company, Mr. Mozilo's fiscal 2007 equity awards
would not have vested upon his retirement pursuant to his 2007
employment agreement and accordingly, the amounts reported for
fiscal 2007 reflect only a portion of the grant date fair value of
Mr. Mozilo's equity compensation.

Mr. Mozilo's $20.4 million non-equity incentive plan compensation
in 2006 was entirely scrapped, pursuant to his employment
agreement.

As reported in the Troubled Company Reporter on Jan. 30, 2008, Mr.
Mozilo gave up his severance pay of approximately $37.5 million.  
He also forfeited various other benefits, and his annual
compensation of $400,000, pursuant to an agreement to serve the
company as a consultant after his retirement.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a diversified           
financial services provider and a member of the S&P 500, Forbes
2000 and Fortune 500.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Moody's placed the ratings of Countrywide Financial Corporation
and its subsidiaries under review for upgrade.  CFC and
Countrywide Home Loans senior debt is rated Baa3 and short-term
debt is rated Prime-3.  Countrywide Bank FSB's bank financial
strength rating is C-, deposits are rated Baa1 and short-term debt
Prime-2.  All long and short-term ratings are placed under review
for possible upgrade.


CREDIT DEFAULT: Moody's Junks Ratings on 12 Credit Default Swaps
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these Credit
Default Swaps:

Class Description: Portfolio Credit Default Swap (Markov Chain I
A) $25,000,000 Initial Tranche Notional Amount Credit Default Swap
due 2047

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

Class Description: Mezzanine Portfolio Credit Default Swap (Markov
Chain I B) $25,000,000 Initial Tranche Notional Amount Credit
Default Swap due 2047

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

Class Description: Mezzanine Portfolio Credit Default Swap (Markov
Chain I C) $25,000,000 Initial Tranche Notional Amount Credit
Default Swap due 2047

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

Class Description: Mezzanine Portfolio Credit Default Swap (Markov
Chain II A) $25,000,000 Initial Tranche Notional Amount Credit
Default Swap due 2047

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

Class Description: Mezzanine Portfolio Credit Default Swap (Markov
Chain II B) $25,000,000 Initial Tranche Notional Amount Credit
Default Swap due 2047

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

Class Description: Mezzanine Portfolio Credit Default Swap (Markov
Chain II C) $25,000,000 Initial Tranche Notional Amount Credit
Default Swap due 2047

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

Class Description: Mezzanine Portfolio Credit Default Swap (Markov
Chain III A) $25,000,000 Initial Tranche Notional Amount Credit
Default Swap due 2047

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

Class Description: Mezzanine Portfolio Credit Default Swap (Markov
Chain III B) $25,000,000 Initial Tranche Notional Amount Credit
Default Swap due 2047

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

Class Description: Mezzanine Portfolio Credit Default Swap (Markov
Chain III C) $25,000,000 Initial Tranche Notional Amount Credit
Default Swap due 2047

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

Class Description: Mezzanine Portfolio Credit Default Swap (Markov
Chain IV A) $25,000,000 Initial Tranche Notional Amount Credit
Default Swap due 2047

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

Class Description: Mezzanine Portfolio Credit Default Swap (Markov
Chain IV B) $25,000,000 Initial Tranche Notional Amount Credit
Default Swap due 2047

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

Class Description: Mezzanine Portfolio Credit Default Swap (Markov
Chain IV C) $25,000,000 Initial Tranche Notional Amount Credit
Default Swap due 2047

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

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


CREST 2000-1: Moody's Downgrades Rating on $21 Mil. Notes to 'B2'
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings on these notes
issued by Crest 2000-1, Ltd.:

Class Description: $50,000,000 Class B Second Priority Fixed Rate
Term Notes, Due 2036

  -- Prior Rating: Aa1, on review for possible upgrade
  -- Current Rating: Aa1

Class Description: $22,500,000 Class C Third Priority Fixed Rate
Term Notes, Due 2036

  -- Prior Rating: A3, on review for possible upgrade
  -- Current Rating: A3

Class Description: $21,000,000 Class D Fourth Priority Fixed Rate
Term Notes, Due 2036

  -- Prior Rating: B2, on review for possible upgrade
  -- Current Rating: B2

According to Moody's, upon further review, the expected losses
posed to note holders are consistent with the current ratings.


CRYSTAL RIVER: Six Classes of Notes Get Fitch's Rating Downgrades
-----------------------------------------------------------------
Fitch Ratings downgraded seven classes and affirmed three classes
of notes issued by Crystal River Resecuritization CDO 2006-1, Ltd.
or LLC (Crystal River 2006):

  -- $222.5 million class A affirmed at 'AAA';
  -- $35.1 million class B affirmed at 'AA';
  -- $17.6 million class C affirmed at 'A+';
  -- $19.5 million class D downgraded to 'BBB' from 'A-';
  -- $10.7 million class E downgraded to 'BB' from 'BBB+';
  -- $9.3 million class F downgraded to 'BB' from 'BBB';
  -- $4.4 million class G downgraded to 'B' from 'BBB-';
  -- $5.9 million class H downgraded to 'B' from 'BBB-';
  -- $14.6 million class J downgraded to 'B' from 'BB';
  -- $19.5 million class K downgraded to 'B-' from 'B'.

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

Crystal River 2006 is a static commercial real estate
collateralized debt obligation that closed on Jan. 12, 2007.   
Crystal River 2006 is backed by commercial mortgage backed
securities B-pieces and mezzanine bonds.  CMBS B-piece
resecuritizations (also referred to as first loss CRE CDOs
ReREMICs) are CRE CDOs and ReREMIC transactions that include the
most junior bonds of CMBS transactions.  Hyperion Brookfield
Crystal River Capital Advisors selected the initial collateral and
serves as the collateral administrator.

The collateral for this CDO primarily consists of mezzanine and
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 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 commercial real estate 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.

Crystal River is collateralized by all or a portion of 71 classes
of fixed-rate CMBS in 32 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 2002 to 2007 (an
average of two years of seasoning).  Approximately 9.6% of the
collateral currently is rated below 'B-' or not rated, and
therefore, is more susceptible to losses in the near-term.  While
a significant portion of the collateral is below investment grade
(44%), the majority is investment grade (56%), including 55.9% in
the 'BBB' category.  Crystal River 2006 holds 25% in the 'BB'
category and 9.4% in the 'B' category.

Although the collateral has realized no losses to date, losses are
projected with $294.2 million of the loans in the underlying CMBS
transactions currently 60 days or more delinquent according to the
current trustee report.  Some of the bonds do have a significant
amount of subordination that can withstand future losses in the
short 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 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.


CST INDUSTRIES: Moody's Keeps 'B1' Rating on Upsized $135MM Loan
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on CST
Industries, Inc.'s recently upsized $135 million senior secured
term loan.  Simultaneously, Moody's affirmed CST's B2 Corporate
Family Rating and B1 senior secured credit facility rating.  The
rating outlook remains stable. Proceeds from the add-on to the
term loan will finance a $33 million acquisition.

The B2 CFR affirmation reflects a business whose overall profile
can accommodate a modestly sized leveraging transaction.  Although
the transaction will result in leverage rising from 4.6x to the 5x
range on a proforma Dec. 31, 2007 basis, the acquisition will be
complementary to CST's existing business.

The ratings are supported by CST's position as a leading
manufacturer in the small but fast-growing sub-segment of the
$2.5 billion US factory-fabricated tank market, its broad customer
base and diverse end markets, and its success in having achieved
most of its revenue and EBITDA targets.  These strengths are
offset by the risks associated with a small overall size, limited
cash flows, and high leverage, which provides the company less
flexibility to navigate challenging conditions.  Due to the
potential lags in CST's pass-through of rising steel costs,
Moody's projects that margins will likely decline in the near-term
and there could be heightened working capital needs in the coming
quarters.

The stable outlook incorporates an expectation that CST's leverage
will trend to below 5x over the next year and that the company
will remain free cash flow positive despite escalating steel
prices.  The debt-funded acquisition has reduced the company's
financial flexibility at the B2 rating.  The ratings could face
downward pressure if CST's adjusted leverage rises above 6.0x or
if the company generates negative free cash flow.

  -- $135 million Senior Secured First Lien Term Loan, Affirmed B1
     (changed to LGD 3, 36% from LGD 3, 34%)

  -- $20 million Senior Secured Revolving Credit Facility,
     Affirmed B1 (changed to LGD 3, 36% from LGD 3, 34%)

  -- Affirmed B2 Corporate Family Rating

  -- Stable ratings outlook remains

Moody's last published on CST on Aug. 3, 2006 when the ratings
were first assigned.

CST Industries, headquartered in Kansas City, Kansas, is a global
manufacturer and erector of pre-engineered factory-coated storage
tanks and geodesic domes.  End markets include municipal water, ag
feed, waste, wastewater, oilfield, alternative energy, plastics,
chemicals and other industrial storage systems.


CWABS TRUST: S&P Downgrades Ratings on 15 Mortgage Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes of mortgage pass-through certificates from one CWABS Trust
and four Alternative Loan Trust transactions issued in 2005.   
Concurrently, S&P affirmed its ratings on 97 classes from the same
transactions.
     
The downgrades reflect a rise in severe delinquencies relative to
credit support.  Severe delinquencies (90-plus days, foreclosures,
and REOs) for rated residential mortgage-backed securities backed
by Alternative-A loans increased 16.86% between January 2008 and
March 2008.  The affected deals experienced a similar rise in
severe delinquencies.
     
The affirmations reflect current credit support percentages that
are sufficient to support the ratings at their current levels and
protect them from actual and projected losses.
     
The collateral for these deals consists of Alt-A, fixed- and
adjustable-rate mortgage loans secured by one- to four-family
residential properties.
  
                          Ratings Lowered

                      Alternative Loan Trust

                                             Rating
                                             ------
         Transaction         Class      To             From
         -----------         -----      --             ----
         2005-27             B-1        A              AA-
         2005-27             B-2        BB             BBB+
         2005-27             B-3        B              BB+
         2005-27             B-4        CCC            B+
         2005-31             1-B-3      B              BB
         2005-31             1-B-4      CCC            B
         2005-76             M-7        BB             BBB-
         2005-76             M-8        B              BB+
         2005-81             M-5        BBB            A-
         2005-81             B-1        B+             BBB
         2005-81             B-2        B              BB
         2005-81             B-3        B-             B

                          CWABS Trust

                                             Rating
                                             ------
         Transaction         Class      To             From
         -----------         -----      --             ----
         2005-HYB9           B-1        BBB+           A
         2005-HYB9           B-2        B+             BB
         2005-HYB9           B-3        CCC            B

                         Ratings Affirmed

                      Alternative Loan Trust

                 Transaction         Class      Rating
                 -----------         -----      ------
                 2005-27             1-A-1      AAA
                 2005-27             1-A-10     AAA
                 2005-27             1-A-2      AAA
                 2005-27             1-A-3      AAA
                 2005-27             1-A-4      AAA
                 2005-27             1-A-5      AAA
                 2005-27             1-A-6      AAA
                 2005-27             1-A-7      AAA
                 2005-27             1-A-8      AAA
                 2005-27             1-A-9      AAA
                 2005-27             1-X-1      AAA
                 2005-27             1-X-2      AAA
                 2005-27             1-X-3      AAA
                 2005-27             2-A-1      AAA
                 2005-27             2-A-2      AAA
                 2005-27             2-A-3      AAA
                 2005-27             2-A-4      AAA
                 2005-27             2-A-5      AAA
                 2005-27             2-A-6      AAA
                 2005-27             2-X-1      AAA
                 2005-27             2-X-2      AAA
                 2005-27             3-A-1      AAA
                 2005-27             3-A-2      AAA
                 2005-27             3-A-3      AAA
                 2005-27             3-A-4      AAA
                 2005-27             3-A-5      AAA
                 2005-27             3-X-1      AAA
                 2005-27             3-X-2      AAA
                 2005-27             3-X-3      AAA
                 2005-27             A-R        AAA
                 2005-27             M-X        AAA
                 2005-27             M          AA+
                 2005-31             1-A-1      AAA
                 2005-31             1-A-2      AAA
                 2005-31             1-A-3      AAA
                 2005-31             1-M-X      AAA
                 2005-31             1-X        AAA
                 2005-31             2-A-1      AAA
                 2005-31             2-A-2      AAA
                 2005-31             2-A-3      AAA
                 2005-31             2-M-X      AAA
                 2005-31             2X         AAA
                 2005-31             A-R        AAA
                 2005-31             1-M        AA+
                 2005-31             2-M        AA+
                 2005-31             1-B-1      AA
                 2005-31             2-B-1      AA
                 2005-31             1-B-2      A
                 2005-31             2-B-2      A-
                 2005-31             2-B-3      BB
                 2005-31             2-B-4      B
                 2005-76             1-A-1      AAA
                 2005-76             1-A-2      AAA
                 2005-76             2-A-1      AAA
                 2005-76             2-A-2      AAA
                 2005-76             2-A-3      AAA
                 2005-76             2-A-4      AAA
                 2005-76             3-A-1      AAA
                 2005-76             3-A-2      AAA
                 2005-76             3-A-3      AAA
                 2005-76             A-R        AAA
                 2005-76             M-1        AA+
                 2005-76             M-2        AA
                 2005-76             M-3        A+
                 2005-76             M-4        A
                 2005-76             M-5        A
                 2005-76             M-6        BBB+
                 2005-81             A-1        AAA
                 2005-81             A-2        AAA
                 2005-81             A-3        AAA
                 2005-81             A-4        AAA
                 2005-81             A-R        AAA
                 2005-81             X-1        AAA
                 2005-81             X-2        AAA
                 2005-81             M-1        AA+
                 2005-81             M-2        AA
                 2005-81             M-3        AA-
                 2005-81             M-4        A+

                           CWABS Trust

                 Transaction         Class      Rating
                 -----------         -----      ------
                 2005-HYB9           1-A-1      AAA
                 2005-HYB9           1-A-2      AAA
                 2005-HYB9           2-A-1      AAA
                 2005-HYB9           2-A-2      AAA
                 2005-HYB9           3-A-1-A    AAA
                 2005-HYB9           3-A-1-B    AAA
                 2005-HYB9           3-A-2-A    AAA
                 2005-HYB9           3-A-2-B    AAA
                 2005-HYB9           4-A-1      AAA
                 2005-HYB9           4-A-2      AAA
                 2005-HYB9           5-A-1      AAA
                 2005-HYB9           5-A-2      AAA
                 2005-HYB9           M-1        AA+
                 2005-HYB9           1-IO       AA
                 2005-HYB9           2-IO       AA
                 2005-HYB9           3-IO       AA
                 2005-HYB9           4-IO       AA
                 2005-HYB9           5-IO       AA
                 2005-HYB9           M-2        AA


DALLAGLIO CDO: Moody's Reviews 'Ba2' Rating on $22 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade these notes issued by Dallaglio CDO
2005-1 Ltd:

Class Description: $25,000,000 Class B Floating Rate Notes

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

Class Description: $53,000,000 Class C Floating Rate Notes

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

Class Description: $22,000,000 Class D Floating Rate Notes

  -- Prior Rating: A2
  -- 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 reference pool, which consists primarily of structured
finance securities.


DALLAGLIO CDO: Moody's Downgrades Three Classes of Floating Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade these notes issued by Dallaglio CDO
2005-2 Ltd.:

Class Description: $19,500,000 Class B Floating Rate Notes

  -- Prior Rating: Aa1
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $45,500,000 Class C Floating Rate Notes

  -- Prior Rating: Aa3
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $35,000,000 Class D Floating Rate Notes

  -- Prior Rating: A3
  -- Current Rating: Caa1, on review for possible downgrade

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


DEN-MARK CONSTRUCTION: Case Summary & 68 Largest Unsec. Creditors
-----------------------------------------------------------------
Lead Debtor: Den-Mark Construction, Inc.
             416 US Hwy. 1, Ste. B
             Youngsville, NC 27596

Bankruptcy Case No.: 08-02764

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Den-Mark Homes SC, Inc.                    08-02766
        Marcus Edwards Development, LLC            08-02768
        M&D Development, LLC                       08-02769

Type of Business: The Debtor constructs single-family houses.

Chapter 11 Petition Date: April 24, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtors' Counsel: Trawick H. Stubbs, Jr., Esq.
                  Email: efile@stubbsperdue.com
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  http://www.stubbsperdue.com/

                             Estimated Assets      Estimated Debts
                             ----------------      ---------------
Den-Mark Construction, Inc.    $10 million to       $10 million to
                                  $50 million          $50 million

Den-Mark Homes SC, Inc.        $10 million to        $1 million to
                                  $50 million          $10 million

Marcus Edwards Development,    $10 million to       $10 million to
LLC                               $50 million          $50 million

M&D Development, LLC            $1 million to       $10 million to
                                  $10 million          $50 million


A. Den-Mark Construction, Inc's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Stock Building Supply          $943,416
Attn: Manager or Agent
P.O. Box 277291
Atlanta, GA 30384-7291

Rugworks, LLC                  $152,279
Attn: Manager or Agent
5325 Lumley Rd.
Durham, NC 27703

Brock Cabinets                 $129,331
Attn: Manager or Agent
2218 Wingate Road
Fayetteville, NC 28304

Casey Services, Inc.           $100,898

Carolina Sunrock, LLC          $66,519

Environmental Prop. Svc.       $55,400

Green & Wooten Insurance       $54,226

Howard Perry & Walston         $51,107

Lights Unlimited, Inc.         $41,556

Smith Insulation, Inc.         $39,926

Willow Tree Landscaping        $37,533

Manor House Carpet             $34,362

Carpet Gang                    $30,016

Tricity Insulation             $29,017

Youngsville Management Co.     $23,703

Taylor's Nursery               $23,633

Cabinet Connection of N.C.     $23,243

Cawthorne, Moss et al          $23,189

Southeast Fireplace, Inc.      $21,445

Color Landscapes, M. Dicky     $20,930

B. Den-Mark Homes SC, Inc's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Brock Cabinets                 $138,036
Attn: Manager or Agent
2218 Wingate Road
Fayetteville, NC 28304

Horry County Tax Office        $115,361
Attn: Managing Agent
P.O. Box 1828
Conway, SC 29528

Carolina Ground Works, LLC     $22,833
Attn: Manager or Agent
P.O. Box 976
Conway, SC 29528

Rugworks Coastal, LLC          $22,447

IPE Construction, LLC          $21,526

Myrtle Beach Bldg Supply       $14,947

Prime Time Construction        $14,103

Bri-Darra Landscaping          $11,750

Exquisite Siding, Inc.         $10,859

Tile Roofing, Inc.             $10,660

Professional Concrete, Inc.    $9,767

Rhino Industries, LLC          $9,115

Atlantic Bldg. Comp. & Svcs.   $9,035

Omni Services of SC, Inc.      $6,240

J&M Plumbing, Inc.             $5,683

Ferguson Enterprises, Inc.     $5,402

East Coast Constr Cleanup      $3,750

Bank of America                $2,254

Sentry Films                   $2,035

Building Prep Services         $1,895

C. Marcus Edwards Development, LLC's 20 Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
Cawthorne, Moss et al          $101,902
Attn: Manager or Agent
P.O. Box 1253
Wake Forest, NC 27588

HG Reynolds Company, Inc.      $48,948
Attn: Manager or Agent
P.O. Box 209
Henderson, NC 27536

Adam's Grading & Hauling       $35,774
Attn: Manager or Agent
1178 Old Drug Store Rd
Garner, NC 27529

CrowleyCrisp & Assoc., Inc.    $31,639

Terratech Engineers Inc.       $29,316

Warren Perry Narron            $19,954

New Home Guide                 $12,475

Central Carolina Soil          $12,246

EcoScience Corp.               $10,211

Coates Grading & Hauling       $10,000

Custom Signs, Inc.             $8,777

Ramey Kemp & Assoc Inc.        $7,134

Network Communications, Inc.   $6,770

Jerry Turner & Assoc., Inc.    $5,599

Howard Perry & Walston         $4,595

Coldwell Banker Advantage      $3,750

Gemini Youngsville Crossing    $3,500

Triangle Services Group        $2,555

Fonville Morisey & Barefoot    $2,340

Baxley's Landscape Co.         $1,500

D. M&D Development, LLC's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Horry County Tax Office                              $26,134
Attn: Manager or Agent
P.O. Box 1828
Conway, SC 29528

South Strand Landscaping                             $16,037
Attn: Manager or Agent
41 Beard Lane
Pawleys Island, SC 29585

Bri-Darra Landscaping                                $14,475
Attn: Manager or Agent
P.O. Box 1733
Conway, SC 29528

Carolina Mailboxes, Inc.                             $10,598

DDC Engineers, Inc.                                  $10,423

SC Dept. of Revenue            Form SC1065 for year  $9,150
                               ended December 31,
                               2007

RWF Construction, LLC                                $8,500

Land Engineering Services                            $300


DIAMOND GLASS: Court Approves Guggenheim's $7 Mil. DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved,
in a final basis, the request of Diamond Glass Inc. and its
debtor-affiliate DT Subsidiary Corp. to borrow $7 million in new
debtor-in-possession financing from Guggenheim Corporate Funding
LLC, as agent for the senior secured lenders.  The financing is
inclusive of the $3.1 million the Debtors were authorized to
borrow on April 2, 2008.  

The Court also approved the timetable proposed by the Debtors on a
going concern sale process, leading to an auction to be conducted
on June 5, 2008.  These rulings followed negotiations which led to
a settlement of all objections brought by the Official Committee
of Unsecured Creditors.  The Debtors' bankruptcy counsel Michael
P. Richman of Foley & Lardner LLP, informed the Court that more
than 40 different parties had signed the paperwork and received
preliminary financial and other information, and expressed the
hope that bidding would be lively and competitive.

The Court also gave final approval to all the motions to which
interim approval had previously been granted on April 2, 2008,
including motions to pay employee benefits, prepetition wages,
critical vendors, and otherwise to continue to operate fully in
the ordinary course of business.

"We are extremely pleased to have agreement with our Creditors'
Committee to support our Company and our sale process.  We have
done as well as we could possibly have hoped in assuring the best
chances for the company's long-term survival," said President Bill
Cogswell.

Headquartered in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/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.


DIOMED HOLDINGS: Seeks Court Okay to Sell Assets to AngioDynamics
-----------------------------------------------------------------
Diomed Holdings Inc. and Diomed Inc. asked permission from the
U.S. Bankruptcy Court for the District of Massachusetts to sell
their medical device development and marketing business operations
and majority of their estates to AngioDynamics Inc.

The total consideration for the sale of the assets will be the
buyer's assumption of some liabilities and an amount in cash of
$8,000,000, subject to adjustment under a sale agreement.

The buyer will assume liabilities arising after the closing of the
deal including ordinary course of business wage of employees who
will be absorbed by the new owner.  This wage is valued at a
maximum of $160,000 with respect to salaries plus $160,000 with
respect to commissions.

A break-up fee of $250,000 will be paid to the buyer at the
closing of an alternative transaction.

                       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.  Diomed Holdings has no assets other than
its 100% ownership in Diomed Inc., its operating unit.  Diomed
Inc. owns 100% of Diomed Ltd. in the United Kingdom and Diolaser
Mexico SA de CV in Mexico.

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 LLP, is the Debtors local counsel and McGuireWoods LLP is
its general counsel.  Goulston & Storrs P.C. is counsel to the
Official Committee of Unsecured Creditors.  The company's
schedules show total assets of $19,936,479 and total liabilities
of $14,743,485.

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: May Use Lenders' Cash Collateral on Interim Basis
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts gave
Diomed Holdings Inc. and Diomed Inc. interim approval to use
lenders' cash collateral.

In March 2008, the Debtors told the Court that they need to use
cash collateral for the continued management and operations of
their business.  The Debtors particularly said that they have to
fund efforts to sell their assets.

The Debtors related that the use of cash collateral alone won't
sustain their cash needs beyond the initial weeks of the cases.  
Access to additional post-petition credit will be necessary to pay
for future daily operating costs associated with the Debtors'
ordinary course operations in order to finalize the terms of and
consummate, subject to Court approval, a transaction for the sale
of their operating assets.

           Creditors Holding Interest in Cash Collateral

Based on a court document, Hercules Technology Growth Capital
Inc., Iroquis Capital LP, Cranshire Capital LP, Portside Growth
and Opportunity Fund, and Rockmore Investment Master Fund Ltd. are
among those that have interests in the cash collateral.

a. Hercules Term Loan

The Debtors disclose that they are borrowers under a certain loan
and security agreement dated Sept. 28, 2007, with Hercules as
lender.  Hercules loaned the Debtors with a principal amount of
$10,000,000 allowing the Debtors to draw $6,000,000 on the closing
date.  The Debtors can then draw up to $4,000,000 to be advanced
in minimum increments of $2,000,000 beginning Jan. 31, 2008, until
March 30, 2008.  The loan agreement with Hercules has a prime rate
plus 3.20%, plus additional 5% following event of default.  The
Debtors granted Hercules in its assets, including inventory but
excluding 35% of the capital stock of foreign units and the
capital stock of Luminetix Corp.  As of the bankruptcy filing, the
Debtors are obligated to Hercules in the amount of $6,000,000 with
respect to term loan, plus costs.

b. 2004 Variable Rate Convertible Debentures

Diomed Holdings issued variable rate convertible debentures in
October 2004, held as of the bankruptcy filing, by four investors,
Iroquis, Cranshire, Portside and Rockmore.  The debentures mature
on Oct. 25, 2008, or at an earlier date, in cash or common stock.  
In the event of mandatory repayment, the debentures is subject to
a 30% prepayment premium.  The debentures bear interest at a
variable rate of the greater of 500 basis points over six-month
LIBOR, or 10%, subject to an increase to 18% following event of
default.  Diomed Holdings initially issued $7,000,000 of
convertible debentures, the amount was reduced over time.  The
conversion price of the debentures is currently at $0.70 per
share.  Although the debentures were unsecured when issued in
2004, a subordinated security interest was granted to the
debenture holders as a condition to the debenture holders' consent
to the Hercules Term Loan on Sept. 28, 2007.  As of the bankruptcy
filing, the balance of the outstanding debentures was $3,536,090,
plus costs.

c. Other Liabilities

The Debtors have other current liabilities, including general
unsecured liquidated accounts payable of $1,652,001 and accrued
expenses of $3,755,612, totaling $5,407,614.

                         Debtors' Assets

The Debtors disclose that as of Feb. 29, 2008, they hold accounts
receivable of $1,612,917, cash and cash equivalents of $309,273,
inventory of $2,626,306, prepaid expenses of $456,805, property
and equipment of $862,337, long-term assets of $4,408,240, and
other assets of $14,700,000.  The total value of the Debtors'
assets as of Feb. 29, 2008, reached about $24,975,881.

                       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.  Diomed Holdings has no assets other than
its 100% ownership in Diomed Inc., its operating unit.  Diomed
Inc. owns 100% of Diomed Ltd. in the United Kingdom and Diolaser
Mexico SA de CV in Mexico.

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 LLP, is the Debtors local counsel and McGuireWoods LLP is
its general counsel.  Goulston & Storrs P.C. is counsel to the
Official Committee of Unsecured Creditors.  The company's
schedules show total assets of $19,936,479 and total liabilities
of $14,743,485.

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: Selects Fladgate LLP as U.K. Legal Counsel
-----------------------------------------------------------
Diomed Holdings Inc. and Diomed Inc. seek permission from the U.S.
Bankruptcy Court for the District of Massachusetts to engage
Fladgate LLP as their United Kingdom counsel.

The Debtors continue to operate their businesses, including their
operations in the United Kingdom and Mexico through their units,
Diomed Ltd. and Diolaser Mexico SA de CV.

The Debtors told the Court that Fladgate LLP will represent their
interests with respect to Diomed Ltd., effective as of the date of
their retention motion.  Fladgate LLP will render various legal
services necessary in the Debtors' cases.

According to the motion, Diomed Ltd. was formed under the laws of
the United Kingdom, and 100% of Diomed Ltd. is owned by Diomed
Inc.  Contemporaneous with the filings in the U.S., Diomed Ltd.
filed documents in Court commencing administration proceeding in
the United Kingdom.

Based on the motion, Fladgate LLP's rates range from $550 to $850
for attorneys and $350 for paralegals.

The Debtors assured the Court that "Fladgate is well-qualified to
represent them in the cases in an efficient and timely manner."  
They added that Fladgate LLP won't duplicate the services to be
rendered by its other counsels and hired professionals.

The firm can be reached at:

             Rupert Connell, Esq.
                (rconnell@faldgate.com)
             Edward Marriott, Esq.
                (emarriottl@faldgate.com)
             Fladgate LLP
             25 North Row
             London, W1K6DJ
             Tel: +44 (0)20 7323 4747
             Fax: +44 (0)20 7629 4414

In his affidavit, Mr. Connell said that his firm has over 80
attorneys, has a large and diversified law practice.  He said that
although his firm may have a client roll encompassing several
entities that may have interests in the Debtors' cases, Fladgate
will not represent other client in matters related to the Debtors
during the pendency of the case.

                       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.  Diomed Holdings has no assets other than
its 100% ownership in Diomed Inc., its operating unit.  Diomed
Inc. owns 100% of Diomed Ltd. in the United Kingdom and Diolaser
Mexico SA de CV in Mexico.

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 LLP, is the Debtors local counsel and McGuireWoods LLP is
its general counsel.  Goulston & Storrs P.C. is counsel to the
Official Committee of Unsecured Creditors.  The company's
schedules show total assets of $19,936,479 and total liabilities
of $14,743,485.

The American Stock Exchange delisting of Diomed's stock is
effective on April 28, 2008, unless postponed by the Securities
and Exchange Commission.


DRS TECHNOLOGIES: Fitch Affirms Issuer Default Rating at 'B+'
-------------------------------------------------------------
Fitch Ratings affirmed DRS Technologies, Inc.'s Issuer Default
Rating and outstanding credit ratings as:

  -- IDR 'B+';
  -- Senior secured revolving credit facility 'BB+/RR1';
  -- Senior secured term loan 'BB+/RR1';
  -- Senior unsecured notes 'BB+/RR1';
  -- Senior unsecured convertible notes 'BB+/RR1';
  -- Senior subordinated notes 'B/RR5'.

Approximately $1.66 billion of outstanding debt is affected by
these actions.  Fitch has also revised DRS' Rating Outlook to
Positive from Stable.

The Rating Outlook revision is based on positive fundamental
trends and a favorable operating environment.  As DRS moves into
fiscal year 2009, Fitch expects that the company's earnings and
cash flow will likely improve and leverage will likely continue to
decline.  Fitch also expects that DRS will likely continue to make
modest debt repayments to move closer to its target leverage ratio
of 3.0 times (x)-3.5x.  DRS' ratings and Outlook incorporate
expectations for healthy levels of free cash flow and the
assumption that smaller bolt-on acquisitions will continue to be
part of the company's strategy.

In addition, the Outlook is supported by continued strong U.S.
defense budgets and the continuing benefits of supplemental
budgets for the foreseeable future.  If DRS maintains commitment
to lower leverage, the ratings could be reviewed for an upgrade in
the coming year.  However, the company's financial strategy
continues to incorporate growth through acquisitions and if
substantive acquisitions occur, the ratings and Outlook could be
constrained, depending on deal size and potential financing
structure.  Reductions in spending for Iraq and Afghanistan could
also constrain the ratings.

The ratings are supported by continued high levels of defense
spending, strong organic growth, good free cash flow generation,
expected growth in homeland security spending, and good
profitability.  The ratings also consider DRS' diversification
within the defense and homeland security arena, and the alignment
between DRS' products and services and expected Department of
Defense and Homeland Security needs.

Concerns relate to future acquisition plans, relatively high
exposure to current operations in Iraq and Afghanistan (and
associated supplemental funding), high debt levels and leverage,
modest margin contraction, and some concern about execution on new
programs (following the Thermal Weapon Systems II program set back
in fiscal first quarter-2007).

Fitch's Recovery Rating analysis indicates that, in a hypothetical
distressed scenario, the senior secured revolver and term debt
would obtain full recovery.  After paying off bank debt, Fitch
estimates there would be sufficient enterprise value to also fully
cover the $350 million, 6.625% senior unsecured notes and the
$345 million, 2% convertible senior notes.  The expected full
recovery on these tranches warrants the 'RR1' rating and each
issue is notched three levels above the IDR to 'BB+', in line with
the bank facility.  The senior subordinated notes achieve an
estimated recovery at the high end of the 'RR5' category range
(11% - 30%), and are therefore rated one notch below the IDR at
'B'.

DRS is strategically and competitively well positioned for
sustainable cash flow and earnings generation.  Strong organic
growth, a diverse product mix, and product offerings aligned with
the increasingly high-tech needs of the armed forces, all lend to
DRS' strong operating profile and prospects for continued credit
support.  DRS achieved organic revenue growth of 17% for the first
nine months of fiscal 2008 as a number of programs converted from
development to production.  Organic growth was 14.8% in fiscal
2007, and 13% in FY 2006.  As DRS has historically been
acquisitive, the healthy growth rates in existing business is a
positive sign of the underlying strength of its position (as well
as a reflection of the favorable defense environment).  Funded
backlog grew 18% for the first nine months of FY 2008 ended
Dec. 31, 2007 to $3.6 billion.  The book to bill ratio was 1.23x
for the same period.

Leverage has been declining steadily since early 2006 when ESSI
was acquired, which boosted leverage from 4.0x to 7.6x at FYE
March 31, 2006.  DRS has been consistently making modest debt
repayments since second fiscal quarter-2007. Total Debt EBITDA for
the LTM period ended Dec. 31, 2007 was 4.3x.  Fitch expects that
the company will continue to make debt repayments on its term loan
facility in FY 2009.  Term loan outstanding was $145.2 million at
Dec. 31, 2007.  In the absence of significant acquisitions or
lower supplemental defense spending, Fitch expects DRS' leverage
will move below 4.0x, while EBITDA interest coverage should move
above 4.0x during the coming year.

DRS has benefited from the conflicts in Iraq and Afghanistan,
which continue to appear to be long-term commitments.  Revenues
related to these operations could account for nearly 10% of DRS'
turnover.  With the prospect of a new US president being elected,
there is some possibility that the commitment to these conflicts
will be reduced or eliminated.  The current conflicts have been
funded in large measure through supplemental DoD appropriations,
and Fitch believes these supplemental budgets could be affected as
soon as fiscal 2009 under a new president.  If there were an
abrupt reduction, DRS would likely feel limited immediate impact
as existing equipment is reset.

However, a drawdown of operations would eventually have some
impact on DRS, as the majority of revenues are related to the US
Army and several of the company's top revenue generating products
are directly related to active engagement of forces.  Fitch views
this exposure as an intermediate term risk that could act as a
constraint on the ratings, depending on the speed of any potential
drawdown of operations, as well as potential offsetting organic or
acquired growth.

As of Dec. 31, 2007, liquidity totaled $416.5 million, comprised
of $48 million in cash and $368.5 million of available revolver.   
Scheduled debt maturities of about $5 million per year for the
next several years are modest.  The current credit facility
expires in 2012 and 2013.  Fitch believes that DRS' capital
structure is stable and sustainable as over 90% of total debt is
fixed rate with an extended, laddered maturity profile.


DUKE FUNDING IV: Moody's Cuts Ratings on Three Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade these notes issued by Duke Funding IV,
Ltd.:

Class Description: $42,000,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2038

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

Class Description: $17,500,000 Class C Mezzanine Secured Floating
Rate Notes Due 2038

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

Class Description: $11,000,000 Preference Shares

  -- Prior Rating: Baa3
  -- Current Rating: B2, 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.


DUKE FUNDING VI: Seven Classes of Notes Get Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade these notes issued by Duke Funding VI,
Ltd.:

Class Description: $655,500,000 Class A1S Senior Secured Floating
Rate Notes Due 2039

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

Class Description: $128,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2039

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

Class Description: $43,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2039

  -- Prior Rating: Aa2
  -- Current Rating: Ba2, on review for possible downgrade

In addition Moody's also downgraded these notes:

Class Description: $47,500,000 Class A3 Senior Secured Deferrable
Interest Floating Rate Notes Due 2039

  -- Prior Rating: A2
  -- Current Rating: Ca

Class Description: $32,500,000 Class BV Mezzanine Secured Floating
Rate Notes Due 2039

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

Class Description: $5,500,000 Class BF Mezzanine Secured Floating
Rate Notes Due 2039

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

Class Description: $10,000,000 Composite 2 Securities Due 2039

  -- Prior Rating: Baa3
  -- Current Rating: Ca

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


DUKE FUNDING VII: Moody's Cuts Ratings on 11 Note Classes
---------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Duke
Funding VII, Ltd:

Class Description: $382,000,000 Class I-A1 Senior Secured Floating
Rate Notes Due 2034

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

Class Description: $129,900,000 Class I-A2 Senior Secured Floating
Rate Notes Due 2034

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

Class Description: $100,000 Class I-A2v Senior Secured Floating
Rate Notes Due 2034

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

Class Description: U.S. 98,500,000 Class II Senior Secured
Floating Rate Notes Due 2039

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

Class Description: $61,000,000 Class III-A Senior Secured Floating
Rate Notes Due 2039

  -- Prior Rating: Aa2
  -- Current Rating: B2, on review for possible downgrade

Class Description: $3,500,000 Class III-B Senior Secured Fixed
Rate Notes Due 2039

  -- Prior Rating: Aa2
  -- Current Rating: B2, on review for possible downgrade

Class Description: $10,000,000 Class X Combination Notes Due 2039

  -- Prior Rating: Baa3
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $4,000,000 Class Y Combination Notes Due 2039

  -- Prior Rating: Baa2
  -- Current Rating: B1, on review for possible downgrade

Class Description: $7,000,000 Class Z Combination Notes Due 2039

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

Additionally, Moody's downgraded these notes:

Class Description: $39,500,000 Class IV-A Mezzanine Secured
Floating Rate Notes Due 2039

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

Class Description: $5,500,000 Class IV-B Mezzanine Secured Fixed
Rate Notes Due 2039

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

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


DUKE FUNDING IX: Nine Classes of Notes Get Moody's Rating Cuts
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade these notes issued by Duke Funding IX,
Ltd.:

Class Description: $1,675,000,000 Senior Swap Agreement dated as
of Nov. 9, 2005

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

Class Description: $143,750,000 Class A1 Senior Secured Floating
Rate Notes due March 9, 2045

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

Class Description: $8,000,000 Class A2F Senior Secured Fixed Rate
Notes due March 9, 2045

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

Class Description: $292,000,000 Class A2V Senior Secured Floating
Rate Notes due March 9, 2045

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

Class Description: $16,000,000 Combination Notes due March 9, 2045

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

In addition, Moody's also downgraded these notes:

Class Description: $10,000,000 Class A3F Secured Deferrable
Interest Fixed Rate Notes due March 9, 2045

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

Class Description: $165,000,000 Class A3V Secured Deferrable
Interest Floating Rate Notes due March 9, 2045

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

Class Description: $87,500,000 Class B Mezzanine Secured
Deferrable Interest Floating Rate Notes due March 9, 2045

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

Class Description: $118,750,000 Subordinated Notes due March 9,
2045

  -- Prior Rating: B3, 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.


DUKE FUNDING HIGH: Moody's Cuts Rating on $250MM Notes
------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade these notes issued by Duke Funding High
Grade III, Ltd.:

Class Description: $102,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2049

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

Class Description: $8,000,000 Class B-1 Senior Secured Floating
Rate Notes Due 2049

  -- Prior Rating: Aa1
  -- Current Rating: A1, on review for possible downgrade

Class Description: $8,000,000 Class B-2 Senior Secured Floating
Rate Notes Due 2049

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

Class Description: $44,000,000 Class C-1 Junior Secured Floating
Rate Deferrable Interest Notes Due 2049

  -- Prior Rating: A1
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $44,000,000 Class C-2 Junior Secured Floating
Rate Deferrable Interest Notes Due 2049

  -- Prior Rating: A3
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $12,000,000 Class D Mezzanine Secured Floating
Rate Deferrable Interest Notes Due 2049

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

Class Description: $32,000,000 Subordinated Notes Due 2049

  -- Prior Rating: Ba2
  -- 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.


DUKE FUNDING HIGH: Moody's Cuts Ratings on Eight Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Duke Funding High Grade IV, Ltd.:

Class Description: $1,312,500,000 Class A-1 Senior Secured
Floating Rate Notes Due 2050

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

Class Description: $61,500,000 Class A-2 Senior Secured Floating
Rate Notes Due 2050

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

Class Description: $22,500,000 Class B-1 Senior Secured Floating
Rate Notes Due 2050

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $19,500,000 Class B-2 Senior Secured Floating
Rate Notes Due 2050

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: A1, on review for possible downgrade

Class Description: $27,000,000 Class C-1 Junior Secured Floating
Rate Deferrable Interest Notes Due 2050

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $27,000,000 Class C-2 Junior Secured Floating
Rate Deferrable Interest Notes Due 2050

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $12,000,000 Class D Mezzanine Secured Floating
Rate Deferrable Interest Notes Due 2050

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

In addition, Moody's also downgraded these notes:

Class Description: $18,000,000 Subordinated Notes Due 2050

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

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


DUKE FUNDING HIGH: Moody's Cuts Ratings on $1.5BB Notes Due 2050
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Duke Funding High Grade V, Ltd.:

Class Description: $1,260,000,000 Class A-1 Senior Secured
Floating Rate Notes Due 2050

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

Class Description: $108,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2050

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

Class Description: $78,000,000 Class B Senior Secured Floating
Rate Notes Due 2050

  -- Prior Rating: Aa2
  -- Current Rating: B2, on review for possible downgrade

In addition, Moody's downgraded these notes:

Class Description: $21,000,000 Class C Junior Secured Floating
Rate Deferrable Interest Notes Due 2050

  -- Prior Rating: A1
  -- Current Rating: Ca

Class Description: $15,000,000 Class D Mezzanine Secured Floating
Rate Deferrable Interest Notes Due 2050

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

Class Description: $18,000,000 Subordinated Notes Due 2050

  -- Prior Rating: Ba1
  -- Current Rating: Ca

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


DUNMORE HOMES: Files First Amended Plan of Liquidation
------------------------------------------------------
Dunmore Homes, Inc., delivered to the U.S. Bankruptcy Court for
the Eastern District of California a blackline version
of its First Amended Disclosure Statement and Plan of Liquidation
dated April 22, 2008.  

Dunmore Vice President for Finance Doug Strauch relates that
among the modifications reflected in the Amended Plan are the
inclusion of a new class of claims and revised data on the
Cordano Options and trust preferred Securities.

                       Intercompany Claims

The Amended Plan includes a new classification of claim, Class 6
Intercompany Claims.

Before the bankruptcy filing, the Debtor maintained a consolidated
cash management system, whereby it maintained a main disbursement
account in its name with each of the Debtor's subsidiaries
maintaining accounts in their respective names.  In the ordinary
course of business, funds were transferred to and from the
Debtor's books as intercompany payables and receivables.

As of the Petition Date, the total amount of intercompany claims
was $33,890,091.  The total amount of receivables due from the
Debtor's subsidiaries as booked by the Debtor was $12,142,953.  
The Debtor estimates the value of the receivables at $0 because
the Subsidiaries have no equity in its property and no cash to
satisfy the claims.

Holders of intercompany claims to be scheduled will have the
opportunity to file a proof of claim in connection with the
scheduled claims.

Mr. Strauch says that from an economic standpoint the Transfers
could more properly be characterized as shareholder distributions
or subject to subordination.

Mr. Strauch relates that there are no written agreements between
the Debtor and a subsidiary in connection with the Transfers.  
There were also no notes evidencing the obligations, no evidence
of interest accruing and no repayment terms.

                      Class 5 and 6 Claims

Distributions on Allowed Noteholder Claims will be made through
the Indenture Trustee, unless the Indenture Trustee authorizes
the Liquidation Trustee to make distributions and the Liquidation
Trustee agrees.

Class 6 Claims are impaired; will be subordinated to Allowed
Claims in Class 3, Class 4 and Class 5; and will not receive or
retain any property or interest in property under the Amended
Plan unless all Class 3, 4, and 5 claims are paid in full with
interest.

                     Trust Preferred Securities

In June 2005, Dunmore Homes California entered into an indenture
agreement with the Bank of New York, whereby it issued and sold
to a certain trust certain junior subordinated notes that will
mature on July 30, 2035.  The trust issued the "Trust Preferred
Securities," which, in turn, beneficially own the junior
subordinated notes.

As of the bankruptcy filing, the aggregate amount outstanding with
respect to the junior subordinated notes, and thus to the holders
of the Trust Preferred Securities was approximately $20 million.

The Debtor assumed Dunmore California's obligations under the
junior subordinated notes and Trust Preferred Securities pursuant
to the sale of its business to Michael Kane.

The Indenture Agreement provides, inter alia, that the junior
subordinated notes are "subordinate and subject in right of
payment to the prior payment in full of all Senior Debt."  
Accordingly, the Amended Plan separately classifies the Claims of
Noteholders to enable the Amended Plan to give effect to the
subordination provisions in the Indenture Agreement.  Thus,
distributions from the Liquidation Trust of distributable cash or
property made in respect of any allowed Class 5 claim will take
account of provisions in the Indenture Agreement making senior
debt the beneficiary of the Indenture Agreement's subordination
provisions.

The Debtor believes that the Noteholders' Claims are subordinate
to the deficiency claims of the secured lender and are
subordinate to any other claim that:

   -- derives from the Debtor's borrowing of money;

   -- is evidenced by a bond, debenture, note or similar
      instrument;

   -- is an obligation for reimbursement for a letter of credit,
      banker's acceptance or similar facility issued to the
      Debtor;

   -- is for the deferred purchase price of property or services;

   -- is a capital lease obligation;

   -- is for a derivative product like rate or commodity forward
      contracts, options, and swaps;

   -- is a guaranty, indemnity, or other claim for which the
      Debtor is responsible, which is based on the obligatin of
      another person to pay a claim for which the Debtor is
      responsible, which is based on the obligation of another
      person to pay a claim of a similar type;

   -- is based on a renewal, extension, refunding, amendment or
      modification of any obligation; or

   -- is for a premium owed but is not for costs, expense or
      fees.

No claim is entitled to the benefits of subordination if it is:

   (a) a trade account payable;

   (b) an accrued liability arising in the ordinary course of the
       Debtor's business;

   (c) refers in any instrument issued with respect to it that it
       is not senior to the debt issued under the Indenture
       Agreement;

   (d) a debt obligation incurred to acquire non-real estate
       related assets; or

   (e) derives from a debt security that is subordinated or
       expressly made pari passa with the debt issued under the
       Indenture Agreement.

                         The Cordano Options

The Amended Plan also revised certain data with respect to the
"Cordano Options," to address an objection the Cordano family
delivered to the Court with respect the proposed Plan.

The Debtor relates that it has an option to purchase 19.8 acres
of property in Sacramento County, California, identified as 9980
and 9850 Gerber Road, from the Cordano family with an estimated
value in excess of the option exercise price of $815,000.

Dunmore California, the buyer, exercised its first "Closing
Notice" to the sellers in October 2006.  Under the terms of the
agreement, the Cordano Sellers could continue to extend the
closing date annually, until 2013, provided that one of the
Cordano Sellers, Ms. Lena Cordano, had not died.  Ms. Cordano,
however, died on December 27, 2007.

Pursuant to the option agreements, the Cordano Sellers are to
notify the Debtor that they are willing to close escrow within 30
days after Ms. Cordano's death or whether they seek the 180-day
period to remove tenants and personal property from the premises.
If the Seller's Notice to Proceed requires the Removal Period,
then the closing date will be 180 days after the delivery of
Seller's Notice to Proceed.

The Cordano Sellers sent the Seller's Notice to Proceed to the
Debtor on Jan. 23, 2008.

The Cordano Sellers also filed Claim No. 297 for $33,308,
asserting among other things, indemnification for unpaid costs
for and related to rezoning in connection with the properties
pursuant to certain agreements between the Cordano Sellers and
the Debtor.

The Amended Plan notes that the Debtor has included the Cordano
Option on its list of assumed contracts and has submitted the
same as an exhibit to the Plan.

A full-text copy of the blackline version of the Dunmore Amended
Disclosure Statement and Plan of Liquidation is available for
free at http://bankrupt.com/misc/DunmoreBlacklinePlan&DS.pdf

                     About Dunmore Homes

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.

(Dunmore Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


EMPIRE LAND: Case Summary & 85 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Empire Land, LLC
             dba Empire Land Development, LLC
             1809 Excise Ave., Ste. 208
             Ontario, CA 91761
             Tel: (909) 544-5000

Bankruptcy Case No.: 08-14592

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Aviat Homes, L.P.                          08-14599
        Empire Construction, L.P.                  08-14604
        Empire Global Holdings, L.P.               08-14608
        Empire Residential Construction, L.P.      08-14611
        Empire Residential Sales, L.P.             08-14613
        Prestige Homes, L.P.                       08-14614
        Wheeler Land, L.P.                         08-14615

Type of Business: With over a hundred affiliates, the Debtors
                  belong to the "The Empire Companies", a group of
                  residential land, homebuilding and financing
                  companies that develop masterplanned communities
                  and other land and construction projects located
                  mainly in California and Arizona.  See
                  http://www.epinc.com/

Chapter 11 Petition Date: April 25, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtors' Counsel: James Stang, Esq.
                  Email: jstang@pszjlaw.com
                  Pachulski Stang Ziehl & Jones, LLP
                  10100 Santa Monica Blvd. 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  Fax: ((310) 201-0760
                  http:))www.pszjlaw.com)

Empire Land, LLC's Financial Condition:

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

A. Empire Land, LLC's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Pomona First Federal Bank &    Unsecured loan        $5,112,470
Trust
Attn: Judith Will
9467 Milliken Ave.
Tel: (800) 733-4636
Fax: (909) 481-3115

David Evans & Assoc., Inc.     trade debt            $73,505
1955 Chicago Ave., Ste. 200
Riverside, CA 92507
Tel: (951) 682-8500
Fax: (951) 682-8505

Insite Environmental, Inc.     trade debt            $43,091
6653 Embarcadero Dr., Ste.Q
Stockton, CA 95219
Tel: (209) 472-8650
Fax: (209) 472-8654

Dahlin Group, Inc.             trade debt            $42,083

Pacific Advanced Civil         trade debt            $23,220
Engineer

Mark Thomas and Co.,  Inc.     trade debt            $11,591

Hanley Wood, LLC               trade debt            $10,752

L&L Environmental, Inc.        trade debt            $4,250

MDS Consulting                 trade debt            $4,069

Martin Holiday                 Unsecured Loan        $2,500

Pitney Bowes Global            trade debt            $1,948

AEI CASC Engineering           trade debt            $1,899

Landscape Development, Inc.    trade debt            $1,200

OCB Reprographics, Inc.        trade debt            $757

Southern California Edison     utilities             $531
Com.

firstCHOICE                    trade debt            $178

Northwood Reprographics        trade debt            $90

City of Moreno Valley          trade debt            $81

B. Aviat Homes, LP does not have any creditors who are not
   insiders.

C. Empire Construction, LP's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Teichert Construction          trade debt            $7,467,473
P.O. Box 15002
Sacramento, CA 95851
Tel: (916) 484-3011
Fax: (916) 484-6506

Allan E. Seward Engineering    trade debt            $4,755,655
27825 Smyth Drive
Valencia, CA 91355
Tel: (661) 294-0065
Fax: (661) 294-0833

Griffith Co                    trade debt            $4,750,654
12631 E. Imperial Hwy,
Ste. F230
Santa Fe Springs, CA 90670
Tel: (706) 398-3322
Fax: (569) 929-1128

Dennis M. McCoy & Sons, Inc.   trade debt            $4,628,895
2820 Townsgate Road
Westlake Village, CA 91361
Tel: (805) 449-0065
Fax: (805) 449-0065

Slater, Inc.                   trade debt            $4,233,880
P.O. Box 759
Fontana, CA 92334
Tel: (909) 822-6800
Fax: (909) 822-7647

R.T. Frankian & Associates,    trade debt            $4,199,081
Inc.
1329 Scott Road
Burbank, CA 91504
Tel: (818) 531-1501
Fax: (818) 531-1511

Brockmeier Engineers, Inc.     trade debt            $3,835,391
1304 Olympic Blvd.
Santa Monica, CA 90404-3726
Tel: (310) 450-2879
Fax: (310) 450-9127

ArchaeoPaleo Resource          trade debt            $3,143,134
Management, Inc.
13368 Beach Ave.
Marina Del Rey, CA 90292
Tel: (310) 823-2850
Fax: (310) 823-2851

Total Concept Landscape        trade debt            $3,093,560
Architecture, Inc.
27905 Smyth Drive
Valencia, CA 91355-4034
Tel: (661) 702-1011
Fax: (661) 702-0293

West Coast Engineering         trade debt            $2,581,778
Construction
40757 11th Street West
Palmdale, CA 93551
Tel: (661) 225-9894
Fax: (661) 225-9865

DK Associates, Inc.            trade debt            $2,384,851
1440 Maria Lane, Ste. 200
Walnut Creek, CA 94596
Tel: (925) 932-6868
Fax: (925) 932-0910

L&L Environmental, Inc.        trade debt            $2,258,784
1269 Pomona Road, Ste. 102
Corona, CA 92882
Tel: (909) 279-9608
Fax: (909) 279-9506

GeoTek                         trade debt            $1,857,650
6835 Escondido St., Ste. A
Las Vegas, NV 89119
Tel: (702) 897-1424
Fax: (702) 897-2213

Griffin Dewatering Corp.       trade debt            $1,821,918
P.O. Box 972958
Dallas, TX 75397-2987
Tel: (800) 431-1510
Fax: ((713) 675-4820

Sikand Engineering             trade debt            $1,765,417
Associates
15230 Burbank Blvd., Ste. 100
Van Nuys, CA 91411
Tel: (818) 787-8550
Fax: ((818) 901-7451

R.B.F. Consulting              trade debt            $1,686,965
40810 Country Center Drive,
Ste. 100
Temecula, CA 92591-6022
Tel: (951) 676-8042
Fax: ((951) 676-7240

Terry A. Foster                trade debt            $1,551,725
P.O. Box 901867
Palmdale, CA 93590-1867
Tel: (661) 270-9336
Fax: ((661) 270-9395

Mohaddes Meyer Associates,     trade debt            $1,260,809
Inc.
Dept. 2123
Los Angeles, CA 90084-2123
Tel: (213) 488-0345
Fax: ((213) 488-9440

Forma Engineering, Inc.        trade debt            $1,127,317
10814 Reseda Blvd.
Northridge, CA 91326
Tel: (818) 832-1710
Fax: ((818) 332-1740

GeoSyntec Consultants, Inc.    trade debt            $1,111,418
5901 Broken Sound Parkway
N.W., Ste. 300
Boca Raton, FL 33487-2775
Tel: (561) 995-0900
Fax: ((561) 995-0925

D. Empire Global Holdings, LP does not have any creditors who are
   not insiders.

E. Empire Residential Construction, LP's 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
H.L. Chapman Pipeline          trade debt            $209,799
Construction
9250 F.M. 2243
Leander, TX 78641
Tel: (512-259-7662
Fax: (512-259-7870

Perlman Architects of Arizona  trade debt            $121,926
Inc.
4150 N. Drinkwater Blvd.
Ste. 240
Scottsdale, AZ 85251
Tel: (480) 951-5900
Fax: (480) 650-7908

Creative Touch Interiors       trade debt            $115,014
1720 E. Grant Street
Phoenix, AZ 85034
Tel: (928) 445-8551
Fax: (928) 778-7708

Triple H. Excavation, LLC      trade debt            $91,779

Jowell's Cabinets, Inc.        trade debt            $89,368

Fortress, Inc.                 trade debt            $75,605

Arizona Home Centers           trade debt            $68,700

Robert Max Lind                trade debt            $68,659

Lyon Engineering and           trade debt            $40,112
Development

Danielian Associates           trade debt            $37,419

Paul Johnson Drywall           trade debt            $30,712

Clear Channel Outdoor          trade debt            $29,145

Ignace Brothers, Inc.          trade debt            $27,179

SM Painting Co., Inc.          trade debt            $26,662

Younger Brothers Construction  trade debt            $26,111

Agassiz Landscape Group, LLC   trade debt            $25,119

Hanson Aggregates Arizona,     trade debt            $23,078
Inc.

Manpower-Arizona               trade debt            $21,307

Bullock's Travel               trade debt            $20,000

Western Technologies, Inc.     trade debt            $18,969

F. Empire Residential Sales, LP does not have any creditors who
are
   not insiders.

G. Prestige Homes, LP's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Murrieta Development Co., Inc. trade debt            $142,399
42540 Rio Nedo Rd.
Temecula, CA 92590
Tel: (951) 719-1680
Fax: (951) 719-1684

Mon-May Enterprises            trade debt            $136,478
8075 Terraza Court
Riverside, CA 92508
Tel: (909) 874-2372
Fax: (909) 874-2035

Henderson Masonry & Concrete   trade debt            $68,295
Attn: Coface Collection North
America, Inc.
P.O. Box 8510
Metairie, LA 70011-8510
Tel: (800) 509-6060
     328 (ext.)
Fax: (504) 200-2553

RCR Companies (L.A. Division)  trade debt            $61,001

Campbells Carpets, Inc.        trade debt            $57,253

Pacific Utility Installation,  trade debt            $56,392

Brennan Electric, Inc.         trade debt            $54,621

Janco Industries, Inc.         trade debt            $51,212

Golden State Fence Co.         trade debt            $49,860

Mon-May Framing Corp.          trade debt            $45,272

Richard Lopez Construction     trade debt            $42,612

Pinnacle Builders, Inc.        trade debt            $31,170

Northpoint Security Services   trade debt            $29,716

M&M Plumbing, Inc.             trade debt            $27,602

Nadel Retail Architects, LLP   trade debt            $27,521

Dependable Sheet Metal         trade debt            $24,391

Leonard's Carpet Service, Inc. trade debt            $24,035

Tristan Engineering Contractor trade debt            $23,060

Mission Pools                  trade debt            $21,164

R.C. Wendt Painting            trade debt            $20,910

H. Wheeler Land, LP's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Teichert Construction          trade debt            $154,698
P.O. Box 15002
Sacramento, CA 95851
Tel: (916) 484-3011
Fax: (916) 484-6506

MTW Group Tsuboi Mamuyac &     trade debt            $49,208
Ass
10411 Old Placerville Road,
Ste. 205
Sacramento, CA 95827
Tel: (916) 369-3990
Fax: (916) 369-3995

Kasl Consulting Engineers,     trade debt            $33,258
Inc.
4200 N. Freeway Blvd., Ste. 1
Sacramento, CA 95834
Tel: (916) 929-8127
Fax: (916) 929-0621

David Taussig & Associates     trade debt            $6,910

Olivehurst Public Utilities    utilities             $5,002
District

Gibson & Skordal, LLC          trade debt            $153

HSBC Business Solutions        professional services $19


EOS AIRLINES: Files for Chapter 11 Protection in New York
---------------------------------------------------------
Eos Airlines Inc. filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code.  The petition was filed April 26, 2008,
in the U.S. Bankruptcy Court in the Southern District of New York.

Eos said it will immediately implement a reduction in its
workforce, eliminating the positions of most of its employees, and
will cease operations entirely after April 27, 2008.

"After overcoming today's extremely challenging economic and
credit environment to negotiate terms for a round of financing, it
is regrettable that we were forced to take this action," Jack
Williams, Eos' chief executive, said.  "We had been clear since
closing on our last round of financing that we would need
additional capital.  As difficult as it is to raise funds in the
current environment, investors believe in our business model and
we were on the verge of success.

"Unfortunately, just as we were working toward closing on an
investment that would have carried us to corporate profitability
in 2009, some issues arose that we could not overcome.  It is
regrettable that, even though investors continue to be
enthusiastic about our business model, and even though we had a
term sheet in hand, we were unable to close on the financing we
needed.  That leaves us with insufficient cash on hand to continue
operations."

"There are times in business when even though you execute your
business plan and even though your employees do their jobs
beautifully, external forces prevent you from controlling your own
destiny.

"I want to express my appreciation to our dedicated employees and
to the many Guests who have become like family to us."

Headquartered in Staten Island, New York, Eos Airlines Inc. --
http://www.eosairlines.com/-- is a premium class New York to  
London carrier, which is known for its operational excellence and
uncrowded Guest experience.


EOS AIRLINES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Eos Airlines, Inc.
        aka FDBA Atlantic Express, Inc.
        287 Bowman Ave., 4th Fl.
        Purchase, NY 10577
        Tel: (914) 417-2100

Bankruptcy Case No.: 08-22581

Type of Business: The Debtor is a transatlantic airline.  See
                  http://www.eosairlines.com/

Chapter 11 Petition Date: April 26, 2008

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Stephen D. Lerner, Esq.
                  Email: slerner@ssd.com
                  Squire Sanders & Dempsey, LLP
                  221 E. Fourth St., Ste. 2900
                  Cincinnati, OH 45202-4036
                  Tel: (513) 361-1200
                  Fax: (513) 361-1201
                  http://www.ssd.com/

Total Assets: $70,233,455

Total Debts:  $34,858,485

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


FAIRWEST ENERGY: Unit's Lender Demands Repayment of $10.63MM Loan
-----------------------------------------------------------------
On April 18, 2008, Strike Petroleum Ltd., a 100% subsidiary of
FairWest Energy Corporation received a demand to repay its
outstanding indebtedness with a secured lender.  The Lender has
informed Strike that as of April 17, 2008, Strike owed the Lender
$10.63 million of principal and accrued interest of $0.17 million.  
If the amount due to the Lender is not paid, the Lender has the
right to enforce its security.

Strike is a wholly owned subsidiary of FairWest and is solely
responsible for its secured debt with the Lender.  Negotiations
between Strike and the Lender to date have not resulted in a
mutually agreeable agreement between the two parties.

FairWest and Strike intend to pursue ongoing negotiations with the
Lender to find a satisfactory resolution to valuation differences.
If both company are unable to make a deal, FairWest and Strike
said they will cooperate with the Lender to permit an orderly
liquidation of the Strike assets.

Strike's estimated March 2008 working interest production of 172
barrels of oil equivalent per day represented 20.5% of FairWest's
estimated March 2008 total production of 840 BOE/D.  FairWest's
discretionary cash flow will not be impacted materially if
liquidation of Strike is the final remedy as the present free cash
flow from the Strike assets is currently dedicated to the Lender.

The FairWest management team and board of directors anticipate
that in the event the Strike assets are liquidated the result will
be a significant reduction to the bank debt component of
FairWest's consolidated working capital deficiency.  The
resolution of the Strike situation will free up management
resources and cash flow to focus on production and reserve
additions associated with its non-Strike assets.  This will occur
through a defined program of acquisition, exploitation,
development and exploration opportunities.

FairWest has recently signed an Indicative letter to increase its
credit facilities with a Canadian bank that is not related to
Strike's Lender based on production success in other core areas.
The proceeds of FairWest's increased bank financing will be used
to make payments to FairWest's trade creditors.

                       About FairWest Energy

FairWest Energy Corporation (TSX:FEC) --
http://www.fairwestenergy.com/-- is a Calgary, Alberta based  
junior oil and gas company that acquires, explores, develops and
produces crude oil and natural gas in the provinces of Alberta and
Saskatchewan.

                       About Strike Petroleum

Strike Petroleum Ltd. operates in the oil and gas industry in
Calagary, Alberta.  It produces natural gas, and oil and liquids.
During the fiscal year ended September 30, 2006 (fiscal 2006), the
Company drilled 28 wells (26.1 net) of which 24 (22.6 net) were
successful gas wells, two (1.5 net) were successful oil wells, and
two were dry and abandoned.  During fiscal 2006, the company held
12,629 acres of land position through purchases and farm-in
arrangements.  As of Sept. 30, 2006, Strike's oil, natural gas and
natural gas liquids volumes averaged 482 boepd (barrels of oil
equivalent per day).  On Jan. 24, 2007, the company entered into
an arrangement agreement with FairWest Energy Corporation whereby
FairWest will acquire all of the issued and outstanding shares and
options of Strike.


FOSTER WHEELER: Moody's Raises Corporate Family Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service upgraded Foster Wheeler LLC's corporate
family rating to Ba2 from Ba3, and raised its senior secured
rating to Baa2 from Baa3.  The outlook continues to be positive.

The rating action reflects the significant and ongoing
improvements in FW's operating results and financial profile
driven by strong end market demand in both its business segments
and the company's ability to obtain and profitably execute key
projects at rapidly escalating levels of scale.  This success has
resulted in a marked strengthening of the company's credit profile
warranting an upgrade to the Ba2 rating level.

The positive outlook signals Moody's belief that FW's ratings
stand to be further enhanced should the company demonstrate a
continued commitment to its conservative capital structure and
reduced variability in top line revenues and operating earnings,
which historically have been sigificiant.  The rating also
considers FW's ongoing asbestos litigation issues and the
potential for the company to direct its growing cash balances to
acquisition acitivity, introducing integration risk into future
results.  These constraints are offset by a strong market
position, favorable end market demand and prospects for continued
organic growth, along with current levels of profitability and
cash flow generation that are consistent with a higher rating.

Upgrades:

Issuer: Foster Wheeler LLC

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

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

  -- Senior Secured Bank Credit Facility, Upgraded to Baa2, LGD1,
     4% from Baa3, LGD1, 3%

Foster Wheeler LLC, a wholly owned subsidiary of Foster Wheeler
LTD, is a leading international engineering, construction and
project management contractor and power equipment supplier.   
Consolidated revenues were $5.1 billion in 2007.


FREMONT HOME: S&P Downgrades Ratings on Two Classes of Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-3 and M-4 asset-backed certificates from Fremont Home Loan
Trust 2002-1 and removed them from CreditWatch with negative
implications.  In addition, S&P placed its 'AAA' ratings on
classes M-1 and M-2 on CreditWatch with negative implications.
     
The negative rating actions reflect several adverse performance
trends for this transaction.  As of the March 2008 remittance
period, overcollateralization was $465,405, which is below its
$1.09 million target.  Although this pool has paid down to
$8.27 million, just 3.81% of the original pool balance,
approximately $2.01 million of the remaining balance is
delinquent, and $1.23 million is seriously delinquent.  While
classes M-3 and M-4 have remaining balances of approximately
$197,000 and $51,000, respectively, class M-3 has received no
principal for seven months, and class M-4 hasn't received
principal payments for 30 months.  The six- and 12-month average
losses for this transaction are $82,466 and $58,055, respectively,
while the deal is experiencing a 12-month average loss severity of
49%.  

Depending on the timing of losses, applying the 49% loss severity
can cause a rating default of classes M-3 and M-4.   Although the
deal is passing its cumulative loss and delinquency triggers, S&P
is concerned that the transaction's current collateral is
insufficient to pay down the certificates.  While classes M-1 and
M-2 currently have $7.56 million of their principal balances
remaining, only $6.26 million of the collateral pool is current.  
S&P will closely monitor the outcome of the transaction's
delinquency pipeline, future realized losses, and the paydown of
the remaining classes in the upcoming remittance periods.  With
only 83 loans remaining in this pool, the transaction's
performance may be volatile from period to period.
     
A combination of subordination, excess spread, and O/C provides
credit support to this subprime transaction.

       Ratings Lowered and Removed From CreditWatch Negative

                   Fremont Home Loan Trust 2002-1

                                      Rating
                                      ------
         Class    CUSIP         To             From
         -----    -----         --             ----
         M-3      35729PAE0     CCC            BBB/Watch Neg
         M-4      35729PAF7     CCC            BBB-/Watch Neg

                Ratings Placed on CreditWatch Negative

                   Fremont Home Loan Trust 2002-1

                                         Rating
                                         ------
            Class    CUSIP         To               From
            -----    -----         --               ----
            M-1      35729PAC4     AAA/Watch Neg    AAA
            M-2      35729PAD2     AAA/Watch Neg    AAA


FRONTIER AIRLINES: Wants to Get Faegre & Benson as Special Counsel
------------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York for authority to employ Faegre & Benson LLP
as their special counsel, effective as of the Debtors' bankruptcy
filing date, with respect to various corporate, securities, and
litigation matters and any claims or disputes of the Debtors made
by or against First Data Corporation.

The Debtors are party to a Merchant Services Airline Bankcard
Agreement with First Data Corp., a bankcard processor. Majority of
the tickets sold for the Debtors' flights involve a bankcard
transaction processed by First Data Corp.

The filing of the Chapter 11 cases was triggered by the actions
about to be taken by First Data Corp. in increasing -- beginning
on April 11, 2008 -- the collateral required under the Bankcard
Agreement from $54,500,000 to $130,000,000, beginning with a
retention of 50% of the Debtors bankcard sales proceeds under the
Bankcard Agreement. As a result of the Chapter 11 filing, the
Debtors anticipate the need for legal counsel with respect to any
claims or disputes of the Debtors made by or against First Data
Corp.

Edward M. Christie, III, the Debtors' senior vice president for
finance, says Faegre & Benson possesses extensive experience
in Chapter 11 reorganization cases and other debt restructuring
proceedings, as well as extensive knowledge of corporate
transactional, litigation and related fields.

Douglas Wright, a partner at Faegre & Benson, has been the
corporate and securities counsel to the Debtors since their
formation in 1994. This gives the firm a special understanding
of the Debtors' business operations and legal issues as a
result of longstanding and significant representation,
Mr. Christie says.

Moreover, the firm has been involved in counseling the Debtors
specifically with respect to credit card issues prior to
their Chapter 11 cases.

Thus, Mr. Christie says, Faegre & Benson is well-qualified to
represent the Debtors in an efficient and effective manner as
special counsel with respect to credit processor issues,
corporate securities and litigation matters, and any claims or
disputes of the Debtors made by or against First Data
Corp.

Mr. Christie says that the Debtors are separately seeking the
Court's authorization to employ as their counsel in the Chapter
11 cases (i) Davis Polk & Waldwell as general restructuring
counsel and (ii) Togut, Segal & Segal LLP as general conflicts
counsel.

According to Mr. Christie, DPW is unable to represent the Debtor
in any litigation involving First Data Corp. due to conflict of
interest.

Faegre & Benson is expected to work closely with the Debtors,
DPW, Togut, and each of the Debtors' other retained professionals
to clearly delineate each professional's duties to prevent
unnecessary duplication of work.

Faegre & Benson will be paid based on its customary hourly rates
and reimbursed for actual, reasonable and necessary out-of-pocket
expenses.

The firm's hourly rates are:

Partners $375 to $695
Associates/Special Counsel $175 to $420
Paralegals and Clerks $140 to &285

The attorneys and paralegals who will primarily work on the

Debtors' case, and their billing rates are:

     Professional      Position      Rate
     ------------      --------      ----

     Douglas R. Wright      Partner    $550
     Michael R. Stewart     Partner     625
     Dennis M. Ryan         Partner     565
     Jerome A. Miranowski   Partner     565
     Jeffrey Sherman        Partner     500
     Michael Krauss         Partner     375
     Heather Carson Perkins Partner     410
     Jason Day              Associate   385
     Brandee L. Caswell     Associate   380
     Theresa H. Dykoschak   Associate   265
     Kristy M. Koeltzow     Paralegal   255
     Kristin L. Dunlop      Paralegal   255
     Debrah L. Wegler       Paralegal   230

Within the one-year period prior to the Petition Date, Faegre &
Benson received from the Debtors $440,000 for services rendered
and related expenses. There are no outstanding amounts owed to
the firm on account of services or expenses incurred prepetition.
In addition, prior to the Petition Date, Faegre & Benson received
$300,000 in retainer payments for services to be rendered and for
expenses incurred in connection with the Debtors Chapter 11
cases.

Mr. Ryan assures the Court that Faergre & Benson is not connected
with the Debtors, their creditors, other parties-in-interest or
the U.S. Trustee or any person employed by the Office of the U.S.
Trustee, and does not hold any interest adverse to the Debtors
or their estates with respect to the matters upon which it is to
be engaged.

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. Togul, Segal
& Segal LLP is Debtors' Conflicts Counsel, Epiq Bankruptcy LLC is
Debtors' Notice & Claims Agent and Kekst and Company is the
Debtors' Communications Advisors. At Dec. 31, 2007, Frontier
Airlines Holdings Inc. and its subsidiaries' total assets was
$1,126,748,000 and total debts was $933,176,000. (Frontier
Airlines Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


GARY FIRMENDER: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gary William Firmender
        P.O. Box 308
        Isle Of Palms, SC 29451

Bankruptcy Case No.: 08-02220

Chapter 11 Petition Date: April 14, 2008

Court: District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Kevin Campbell, Esq.
                  (kcampbell@campbell-law-firm.com)
                  Campbell Law Firm P.A.
                  P.O. Box 684
                  890 Jonnie Dodds Boulevard
                  Mount Pleasant, SC 29465
                  Tel: (843) 884-6874

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 13 largest unsecured creditors:

   Entity                               Claim Amount
   ------                               ------------
First Charter                               $700,000
P.O. Box 37927
Charlotte, NC 28237

First Reliance                              $183,475
2170 West Palmetto Street
Florence, SC 29501

Gray Macauly                                $150,000
20 20th Avenue
Isle of Palms, SC 29451

Crescent Bank                               $122,305

Community Resource Bank                     $104,475

First Reliance                               $93,014

Suntrust                                     $80,000

Elizabeth Sanders                            $62,000

Community Resource Bank                      $40,475

City of Columbia Water                        $4,250

Capital One                                     $586

BB & T                                          $562

U.S. Postal Service                             $125


GALVESTON PROPERTY: Moody's Confirms 'Caa1' Rating on 1991A Bonds
-----------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 rating on the
Galveston Property Finance Authority, Inc., Texas, Single Family
Mortgage Revenue Bonds Series 1991A.  The amount of debt
outstanding is $265,000.  The outlook on the rating is stable.

The program consists of 25 loans that were originated during 1980
and 1981.  The trustee reports that as of April 7, 2008 (un-
audited), the principal amount of loans outstanding was $220,803
of which $21,340 (one loan) was classified as being 60 days or
more past due.  There is a pool insurance policy with MGIC
(Moody's financial strength rating of Aa2 on watch for possible
downgrade) with a loss limit in excess of the outstanding loan
balance to cover losses to the program from defaulted loans.

Although the asset-to-debt ratio  of 1.0479 may suggest a higher
rating, Moody's has affirmed the rating for these reasons: (1) The
program currently relies on $61,179 in the investment fund to
cover the spread between outstanding bonds and loans.  The
investment fund is currently earning 7.50% while the coupon on the
bonds is 8.50%.  (2) The delinquent loan is approximately 9.65% of
the total loan portfolio.

The bonds are scheduled to mature on Sept. 1, 2011.

                             Outlook

The rating outlook for the bonds is stable due to the sizeable
spread between bonds and loans outstanding.


GAMESTOP CORP: Moody's Lifts Ratings to Ba1 on Strong Performance
-----------------------------------------------------------------
Moody's Investors Service upgraded the long-term debt ratings of
GameStop Corp., corporate family and probability of default
ratings to Ba1 from Ba2, and affirmed the speculative grade
liquidity rating at SGL-1.  The rating outlook is stable.

The upgrade reflects the company's strong operating performance
combined with a continuous reduction in its funded debt level.   
This has resulted in a significant improvement in credit metrics
to investment grade levels, debt to EBITDA has fallen to 3.0
times, EBITA to interest expense has risen to 4.0 times, and free
cash flow to net debt has risen to 17.0%.

These ratings are upgraded:

  -- Corporate family rating to Ba1 from Ba2;

  -- Probability of default rating to Ba1 from Ba2; and

  -- Senior unsecured notes to Ba1 (LGD4, 63%) from Ba3
     (LGD4, 61%).

These rating is affirmed:

Speculative grade liquidity rating of SGL-1.

GameStop's Ba1 corporate family rating is supported by the
company's strong credit metrics and the company's market position
as the leading specialty retailer of electronic games with a
particular strength in the used game business.  The electronic
games segment is one of the few retail segments that continues to
exhibit growing demand and has not yet become impacted by the
downloading of content off the internet.  In addition, the rating
category also reflects the company's moderate scale with revenues
of $7.1 billion, its international store footprint, and its very
good liquidity, including a $400 million asset based revolving
credit facility.  

The rating category is primarily constrained by the long term
future risk that electronic gaming content will be made available
to download off the internet; potentially placing GameStop in a
challenging competitive position given its sizable store base.  
The rating category also reflects the risk of the company over
expanding its store base given its very aggressive store expansion
plans.  In addition, the rating category reflects the company's
product offering, which is highly discretionary and exposed to
frequent renewal cycles, and by its high seasonality, which
exposes the company to a "make or break" fourth quarter holiday
selling season.

The stable rating outlook reflects Moody's expectation that the
company will maintain its current level of strong credit metrics
along with moderate financial policies, which include very good
liquidity and a very modest level of fold in acquisitions.

GameStop Corp., headquartered in Grapevine, Texas, is the world's
largest specialty retailer of video game products and PC
entertainment software.  The company operates 5,266 stores in the
United States, Australia, Canada, and Europe primarily under the
names GameStop and EBGames.  Revenues for the fiscal year ended
Feb. 2, 2008 were approximately $7.1 billion.


GEMSTONE CDO IV: Moody's Cuts Ratings on Six Classes of Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Gemstone
CDO IV Ltd.:

Class Description: Class A-2 Floating Rate Notes Due February 2041

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

Class Description: Class A-3 Floating Rate Notes Due February 2041

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: Class B Floating Rate Notes Due February 2041

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

Class Description: Class C Floating Rate Deferrable Interest Notes
Due February 2041

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

Class Description: Class D Floating Rate Deferrable Interest Notes
Due February 2041

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: Class E Floating Rate Deferrable Interest Notes
Due February 2041

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

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


GEMSTONE CDO V: Eight Classes of Notes Get Moody's Rating Cuts
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Gemstone CDO V Ltd.:

Class Description: $243,800,000 Class A-1 Floating Rate Notes Due
September 2046

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

Class Description: $152,200,000 Class A-2 Floating Rate Notes Due
September 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $61,000,000 Class A-3 Floating Rate Notes Due
September 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $50,000,000 Class A-4 Floating Rate Notes Due
September 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $67,500,000 Class B Floating Rate Notes Due
September 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $21,700,000 Class C Floating Rate Deferrable
Interest Notes Due September 2046

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

Class Description: $37,400,000 Class D Floating Rate Deferrable
Interest Notes Due September 2046

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

Class Description: $10,100,000 Class E Floating Rate Deferrable
Interest Notes Due September 2046

  -- Prior Rating: Caa3, 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.


GEMSTONE CDO VI: Five Classes of Notes Get Moody's Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Gemstone CDO VI Ltd.:

Class Description: $446,250,000 Class A-1 Floating Rate Notes due
August 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $78,750,000 Class A-2 Floating Rate Notes due
August 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $66,500,000 Class B Floating Rate Notes due
August 2046

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

Class Description: $26,000,000 Class C Floating Rate Deferrable
Interest Notes due August 2046

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

Class Description: $35,250,000 Class D Floating Rate Deferrable
Interest Notes due August 2046

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

Class Description: $10,500,000 Class E Floating Rate Deferrable
Interest Notes due August 2046

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

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


GENERAL MOTORS: GMAC and ResCap Downgrades Cue S&P's Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
remain on CreditWatch with negative implications, where they were
placed March 17, 2008.  The CreditWatch update follows downgrades
of 49%-owned subsidiaries GMAC LLC (B/Negative/C) and Residential
Capital LLC (CCC+/Watch Neg/C).  The rating actions on Residential
Capital LLC and GMAC were triggered by the resignation of the only
independent directors at Residential Capital LLC.
     
"We don't expect GM to provide any significant capital to GMAC or
indirectly to Residential Capital," said Standard & Poor's credit
analyst Robert Schulz, "nor are they required to do so in the
future."  S&P's ratings does not incorporate any transfer of
substantial capital to GMAC.
     
GM's ratings were originally placed on CreditWatch because of the
strike at major supplier American Axle & Manufacturing Holdings
Inc.  The American Axle strike has now lasted two months and
forced production shutdowns at several GM plants that produce
full-size pickups and SUVs.  In addition, GM workers began a
strike last week over local work issues at an assembly plant in
Delta Township, Michigan, which produces a popular line of
crossover utility vehicles.
     
Although S&P expects these labor issues to be resolved, the
timing, and therefore the full extent, of their effect on GM's
liquidity is unknown.  S&P expects the American Axle strike to
contribute to a very large use of cash in GM's first-quarter 2008
results, which GM will announce in the next few weeks, and the
effect will be magnified by the timing of GM's payables and
receivables.  The first quarter will be hurt by the negative cash
effect of reduced truck shipments and little to no offsetting
benefit from reduced payments to suppliers, including American
Axle.  The second quarter will be affected as well, and in light
of weak sales, GM's production levels could remain under pressure
even once the American Axle strike is over.  Still, GM should be
able to maintain ample available liquidity; at year-end 2007, the
company had $27.3 billion, including cash, marketable securities,
and $600 million in short-term VEBA funds.
     
Another uncertainty for GM, although less of a pressing issue in
the near term, is former supplier Delphi Corp.'s difficulties in
emerging from bankruptcy.  S&P still believes the comprehensive
costs to GM of Delphi's reorganization will remain within the
scope of GM's liquidity.  Still, the current capital market
turmoil may keep Delphi in Chapter 11 for several more months, if
not the rest of this year.  S&P's ratings does not leave any room
for GM to make substantial cash payments to support a Delphi
emergence.
     
S&P's resolution of the GM CreditWatch will likely not occur until
the American Axle strike has been resolved.


GEOEYE INC: Moody's Upgrades Corporate Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's upgraded GeoEye Inc.'s corporate family rating to Caa1
from Caa2 and, at the same time, GeoEye's speculative grade
liquidity rating was upgraded to SGL-2 (good liquidity) from SGL-3
(adequate liquidity).  

The rating action was prompted by the combination of ongoing
financial performance, a significant cash balance, and disclosure
that a key asset driving financial results, the IKONOS high
resolution imaging satellite, is now expected to have a useful
life that extends "at least through 2010".  Consequently, despite
launch of the company's next generation high resolution satellite
being delayed by the service provider, it appears there will be
more than sufficient cash flow during the intervening period.  
This causes the speculative grade liquidity rating to upgraded.  

In addition, with reduced uncertainty, Moody's assessment of
GeoEye's probability of default rate is revised to B3 from Caa1.   
In turn, with the CFR being an expression of expected loss, and
being a function of the relationship between the PDR and the
recovery rate (the estimate of applicable recovery remains
unchanged), the revised PDR causes the EL (i.e. the CFR) to be
upgraded by one notch to Caa1.  

Application of Moody's loss given default methodology also
resulted in the rating for the company's $250 mm senior secured
FRN due June 30, 2012 being upgraded to Caa1 from Caa2.  The
relevant LGD assessment was also revised.  The stable outlook
balances the potential of a further reduction in GeoEye's PDR
subsequent to the pending satellite launch with the risks of
either or both of launch failure and operational difficulties.

Upgrades:

Issuer: Geoeye Inc.

  -- Corporate Family Rating, Upgraded to Caa1 from Caa2

  -- Probability of Default Rating, Upgraded to B3 from Caa1

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

  -- Senior Secured Regular Bond/Debenture, Upgraded to Caa1

Headquartered in Dulles, Virginia, GeoEye, Inc. is a commercial
satellite imagery company operating three earth imaging satellites
- OrbView-2, OrbView-3 and IKONOS.  The company also owns and
operates a network of ground stations, an extensive archive of
images and possesses advanced geospatial imagery processing
capabilities.


G-FORCE CDO: Fitch Downgrades Ratings on Seven Classes to Low Bs
----------------------------------------------------------------
Fitch Ratings downgraded 10 classes and affirmed three classes of
notes issued by G-Force CDO 2006-1, Ltd. or Corp.,
(G-Force 2006-1):

  -- $55.9 million class A-1 affirmed at 'AAA';
  -- $74.6 million class A-2 affirmed at 'AAA';
  -- $135.3 million class A-3 downgraded to 'AA' from 'AAA';
  -- $201.7 million class SSFL affirmed at 'AAA';
  -- $67 million class JRFL downgraded to 'AA' from 'AAA';
  -- $42.9 million class B downgraded to 'BBB' from 'AA+';
  -- $18.7 million class C downgraded to 'BB' from 'AA';
  -- $31.9 million class D downgraded to 'BB from 'A+';
  -- $28.6 million class E downgraded to 'B' from 'A';
  -- $12.1 million class F downgraded to 'B' from 'A-';
  -- $22 million class G downgraded to 'B-' from 'BBB+';
  -- $16.5 million class H downgraded to 'B-' from 'BBB';
  -- $22 million class J downgraded to 'B-' from 'BBB-'.

Additionally, Fitch has removed classes A-3, JRFL, and B through J
from Rating Watch Negative, where they were originally placed on
Jan. 16, 2008 and Dec. 12, 2007.  Fitch does not rate the
preferred shares.

G-Force 2006-1 is a commercial real estate collateralized debt
obligation primarily backed by commercial mortgage backed
securities B-pieces that closed on Sept. 13, 2006.  CMBS B-piece
resecuritizations (also referred to as first loss CRE CDOs
ReREMICs) are CRE CDOs and ReREMIC transactions that include the
most junior bonds of CMBS transactions.  G Funds Asset Management,
LLC, of which the sole members are Capmark Investments, LP (rated
'CAM1-' by Fitch as a CDO Asset Manager) and Goff Moore Strategic
Partners, LP, serves as the collateral administrator.

The collateral for this CDO consists of CMBS bonds, ReREMIC bonds,
and three CRE loans (all of which have been defeased).  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 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 commercial real estate 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.

G-Force 2006-1 is collateralized by all or a portion of 83 classes
of CMBS from 39 separate underlying transactions (78%), the seven
most junior classes of G-Force 2005-RR2 (17.5%) and three CRE
loans that have been defeased (4.5%).  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 average for CMBS B-piece
resecuritizations, and the vintage distribution of the CMBS
collateral ranges from 1997 to 2006 (an average of 5.6 years of
seasoning).  All 2005 and 2006 CMBS collateral is rated 'AAA'.
Based on Fitch derived ratings, approximately 21.3% of the
collateral currently is rated below 'B-' or not rated, and
therefore, is more susceptible to losses in the near-term.  While
overall a significant portion of the collateral is below
investment grade, approximately 46.4% is investment grade.  G-
Force 2006-1 holds 16.6% in the 'BB' category and 15.8% in the 'B'
category.

The collateral has realized $28.9 million in losses to date, which
represents 3.3% of the original collateral.  Based on the original
below 'B-' balance of $204.8 million, this loss rate equates to
only a 14.1% loss rate on the below 'B-' collateral.  Additional
losses are projected with $268.1 million of the loans in the
underlying CMBS transactions currently 60 days or more delinquent.   
Additionally, $132.3 million of the loans in the underlying CMBS
transactions in G-Force 2005-RR2 are currently 60 days or more
delinquent, and any losses would directly translate into losses
for G-Force 2006-1, which owns 100% of the seven most junior
classes of G-Force 2055-RR2.

The ratings on classes A-1, A-2, A-3, SSFL, JRFL, B, C, D and E
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 the principal by the legal final maturity
date.  The ratings of the class F, G, H, and J notes 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.


GLOBAL FUELS: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Global Fuels, LLC
        P.O. Box 606
        Jackson, TN 38302

Bankruptcy Case No.: 08-11334

Type of Business: The Debtor provides diesel fuels.

Chapter 11 Petition Date: April 11, 2008

Court: Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtors' Counsel: Michael T. Tabor, Esq.
                    (marissav@bellsouth.net)
                  203 S. Shannon
                  P.O. Box 2877
                  Jackson, TN 38302-2877
                  Tel: (731) 424-3074

Total Assets: $1,768,694

Total Debts:  $2,132,654

Consolidated Debtors' List of 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
First Tennessee Bank           service station       $1,805,502
National Assoc.                located on 4.2 acres;
325 Oil Well Rd.               Value of Security:
Jackson, TN 38305              1,700,000.00               

Superway Petroleum                                   $78,000
Sam Safia                   
795 Airways Blvd.           
Jackson, TN 38301           

Mohammed Haiba                                       $75,000
c/o Greg Minton, Atty.      
P.O. Box 359                
Medina, TN 38355            

Gary & Lisa Taylor             inventory; value of   $66,000
Gary A. Taylor Investment      security: $20,0000
Company

David Willoughby                                     $39,000
Willoughby, Inc.           

Anderson Crenshaw                                    $14,664

Marlin Leasing                                       $11,258

Madison County                 property taxes        $11,014

US Food Service, Inc.                                $8,492

NACM/Lamar Ad.                                       $7,250

LTD Financial                                        $6,956
Dell Financial

State of Tennessee             excise tax            $6,000
Department of Revenue         

Jackson Restaurant Supply                            $2,908

Commercial Recovery                                  $154


GREENPOINT MORTGAGE: Moody's Downgrades Ratings on Two Tranches
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 2 tranches
from Greenpoint Mortgage Funding Trust 2005-HY1.  The collateral
backing the transaction consists primarily of hybrid, adjustable-
rate 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: Greenpoint Mortgage Funding Trust 2005-HY1

  -- Cl. M-5, Downgraded to Ba3 from Baa2

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


GSAMP TRUST: Eroding Credit Support Cues S&P's Rating Downgrades
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 67
classes of mortgage pass-through certificates from 12 transactions
issued by GSAMP Trust, JPMorgan Mortgage Acquisition Trust, Long
Beach Mortgage Loan Trust, and Terwin Mortgage Trust.

Concurrently, S&P placed its ratings on 18 classes on CreditWatch
with negative implications and affirmed S&P's ratings on 31
classes from these transactions.  Of the 12 subprime transactions
S&P reviewed, six were issued in 2005 and six were issued in 2006.
     
The downgrades reflect deterioration in available credit support
to these classes.  S&P addressed only the defaulted classes from
the affected 2006 deals because S&P had analyzed these
transactions as part of another recent review.  Although a
combination of subordination, excess spread, and
overcollateralization provides credit support to these subprime
transactions, O/C has been reduced to zero for all 12
transactions, which are seasoned 18 to 36 months.

S&P lowered 15 ratings to 'D' due to the complete erosion of
credit support and realized losses incurred by the classes.  As of
the March 2008 remittance period, cumulative losses for the
affected 2005 deals, as a percentage of the respective original
pool balances, ranged from 1.85% (Terwin Mortgage Trust Series
TMTS 2005-6HE) to 3.40% (Long Beach Mortgage Loan Trust 2005-WL1,
structure 1).  Severe delinquencies (90-plus days, foreclosures,
and REOs) for the 2005 affected transactions ranged from 23.65%
(Long Beach Mortgage Loan Trust 2005-WL1, structure 2) to 39.66%
(Long Beach Mortgage Loan Trust 2005-3) of the current pool
balances.  The amount of severe delinquencies has significantly
increased for all 2005 deals during recent months, and the
delinquency pipelines do not indicate that these levels will
improve.  Most of these deals are failing their delinquency and
loss triggers due to the high levels of delinquencies and
significant monthly net losses.  
     
S&P placed its ratings on 18 classes from three transactions
issued in 2005 on CreditWatch negative.  While each of the
certificate classes with ratings placed on CreditWatch negative
lacks what S&P believes to be a sufficient amount of credit
enhancement relative to projected losses, S&P will take no further
rating actions until S&P has completed additional analysis.  S&P
expects to further evaluate the date of the projected defaults
versus the date of payment in full, as well as the relationships
between projected credit support and projected losses throughout
the remaining life of each certificate.
     
The affirmations of the remaining classes from these transactions
reflect loss coverage percentages that were sufficient at the
current rating levels as of the March 2008 distribution period.

                         Ratings Lowered

                           GSAMP Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-WMC1           M-4        362341PY9     CCC            A+
2005-WMC1           M-5        362341PZ6     CCC            A
2005-WMC1           M-6        362341PW3     CCC            A-
2005-WMC1           B-1        362341QA0     CCC            BBB+
2005-WMC1           B-2        362341QB8     CC             BBB+
2005-WMC1           B-3        362341QC6     CC             BB+
2005-WMC1           B-4        362341QD4     CC             B
2005-WMC1           B-5        362341QE2     D              CCC
2006-FM1            B-4        362334PW8     D              CC

                JPMorgan Mortgage Acquisition Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2006-WMC3           M-10       46629KAR0     D              CC

                  Long Beach Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-3              M-4        542514PA6     CCC            A+
2005-3              M-5        542514PB4     CCC            A
2005-3              M-6        542514PC2     CCC            A-
2005-3              M-7        542514PD0     CC             BBB+
2005-3              M-8        542514PE8     CC             BB
2005-3              M-9        542514PF5     CC             BB-
2005-3              M-10       542514PG3     CC             B
2005-3              M-11       542514PH1     D              CCC
2005-WL1            III-M1     542514MF8     AA             AA+
2005-WL1            III-M2     542514MG6     BBB            AA
2005-WL1            III-M3     542514MH4     B              A+
2005-WL1            I/II-M5    542514LM4     BBB            A
2005-WL1            III-M4     542514MJ0     CCC            A
2005-WL1            I/II-M6    542514LN2     BB-            A-
2005-WL1            III-M5     542514MK7     CCC            A-
2005-WL1            I/II-M7    542514LP7     B              BBB+
2005-WL1            III-M6     542514ML5     CCC            BBB+
2005-WL1            I/II-M8    542514LQ5     CCC            BBB
2005-WL1            III-M7     542514MM3     CCC            BBB
2005-WL1            III-M8     542514MN1     CC             BBB
2005-WL1            I/II-M9    542514LR3     CCC            BBB-
2005-WL1            III-M9     542514MS0     CC             BBB-
2005-WL1            I/II-B1    542514LS1     CC             BB+
2005-WL1            I/II-M10   542514LW2     CCC            BB+
2005-WL1            III-B1     542514MP6     CC             BB+
2005-WL1            III-B2     542514MQ4     D              BB
2005-WL1            I/II-B2    542514LT9     D              BB-
2005-WL1            I/II-B3    542514LU6     D              BB-
2005-WL1            III-B3     542514MR2     D              B+
2005-WL2            M-3        542514ND2     A              AA-
2005-WL2            M-4        542514NE0     BBB            A+
2005-WL2            M-5        542514NF7     BB             A+
2005-WL2            M-6        542514NG5     B              A
2005-WL2            M-7        542514NH3     CCC            BBB+
2005-WL2            M-8        542514NJ9     CCC            BBB+
2005-WL2            M-9        542514NK6     CCC            BBB
2005-WL2            M-10       542514NL4     CCC            BB+
2005-WL2            B-1        542514NQ3     CC             B
2005-WL2            B-2        542514NR1     CC             CCC
2005-WL2            B-3        542514NS9     D              CCC
2006-2              M-10       542514UE2     D              CC
2006-3              B          542514UX0     D              CC
2006-4              M-11       54251MAR5     D              CC
2006-WL2            B-1        542514SP0     D              CC

                      Terwin Mortgage Trust
                                                       Rating
Transaction        Class      CUSIP         To             From
TMTS 2005-16HE     M-4A       881561ZP2     CCC            BB
TMTS 2005-16HE     M-4B       881561ZQ0     CCC            B
TMTS 2005-16HE     M-5A       881561ZR8     CC             B
TMTS 2005-16HE     M-5B       881561ZS6     CC             B
TMTS 2005-16HE     M-6A       881561ZT4     CC             B
TMTS 2005-16HE     M-6B       881561ZU1     CC             B
TMTS 2005-16HE     B-1        881561ZV9     CC             CCC
TMTS 2005-16HE     B-2        881561ZW7     CC             CCC
TMTS 2005-16HE     B-3        881561ZX5     D              CCC
TMTS 2005-6HE      B-2        881561RG1     BB             BBB+
TMTS 2005-6HE      B-3        881561RH9     B              BB
TMTS 2005-6HE      B-4        881561TH7     CC             CCC
TMTS 2005-6HE      B-5        881561TJ3     D              CCC

              Ratings Placed on CreditWatch Negative

                            GSAMP Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-WMC1           M-1        362341PU7     AA+/Watch Neg  AA+
2005-WMC1           M-2        362341PV5     AA/Watch Neg   AA
2005-WMC1           M-3        362341PX1     AA-/Watch Neg  AA-

                  Long Beach Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-3              I-A        542514NT7     AAA/Watch Neg  AAA
2005-3              II-A2      542514NV2     AAA/Watch Neg  AAA
2005-3              II-A3      542514NW0     AAA/Watch Neg  AAA
2005-3              M-1        542514NX8     AA+/Watch Neg  AA+
2005-3              M-2        542514NY6     AA/Watch Neg   AA
2005-3              M-3        542514NZ3     AA-/Watch Neg  AA-

                       Terwin Mortgage Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-16HE           AF-3       881561ZB3     AAA/Watch Neg  AAA
2005-16HE           AV-2       881561ZF4     AAA/Watch Neg  AAA
2005-16HE           AV-3       881561ZG2     AAA/Watch Neg  AAA
2005-16HE           M-1A       881561ZH0     AA+/Watch Neg  AA+
2005-16HE           M-1B       881561ZJ6     AA+/Watch Neg  AA+
2005-16HE           M-2A       881561ZK3     AA/Watch Neg   AA
2005-16HE           M-2B       881561ZL1     AA/Watch Neg   AA
2005-16HE           M-3A       881561ZM9     A+/Watch Neg   A+
2005-16HE           M-3B       881561ZN7     BBB+/Watch Neg BBB+

                        Ratings Affirmed

                           GSAMP Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-WMC1           A-3        362341PS2     AAA
          2005-WMC1           A-4        362341PT0     AAA

                  Long Beach Mortgage Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-WL1            I-A-1      542514LC6     AAA
          2005-WL1            II-A4      542514LG7     AAA
          2005-WL1            III-A3     542514ME1     AAA
          2005-WL1            I/II-M1    542514LH5     AA+
          2005-WL1            I/II-M2    542514LJ1     AA
          2005-WL1            I/II-M3    542514LK8     AA-
          2005-WL1            I/II-M4    542514LL6     A+
          2005-WL2            I-A1       542514NM2     AAA
          2005-WL2            I-A2       542514MV3     AAA
          2005-WL2            II-A1      542514NN0     AAA
          2005-WL2            II-A2      542514NP5     AAA
          2005-WL2            III-A1     542514MW1     AAA
          2005-WL2            III-A1A    542514MX9     AAA
          2005-WL2            III-A3     542514MZ4     AAA
          2005-WL2            III-A4     542514NA8     AAA
          2005-WL2            M-1        542514NB6     AA+
          2005-WL2            M-2        542514NC4     AA

                       Terwin Mortgage Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-16HE           AF-2       881561ZA5     AAA
          2005-16HE           AF-4       881561ZC1     AAA
          2005-16HE           AF-5       881561ZD9     AAA
          2005-6HE            A-1C       881561QX5     AAA
          2005-6HE            S          881561QY3     AAA
          2005-6HE            M-1        881561QZ0     AA+
          2005-6HE            M-2        881561RA4     AA+
          2005-6HE            M-3        881561RB2     AA
          2005-6HE            M-4        881561RC0     AA
          2005-6HE            M-5        881561RD8     A+
          2005-6HE            M-6        881561RE6     A+
          2005-6HE            B-1        881561RF3     A


HARRINGTON SCHWEERS: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Harrington Schweers Dattilo & McClelland, P.C.
                100 Ross St.
                Pittsburgh, PA 15219

Case Number: 08-22622

Type of Business: The Debtor is a law firm.

Involuntary Petition Date: April 22, 2008

Court: Western District of Pennsylvania (Pittsburgh)
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Joyce I. Freehling             litigation           $10,000
106 Carol Drive
Saxonburg, PA 16056

Lloyd M. Miller                litigation           $10,000
157 Silvergrass Pass
Grayson, GA 30017

Deborah E. Miller              litigation           $10,000
157 Silvergrass Pass
Grayson, GA 30017

Kay Wilbert                    litigation           $10,000
201 Colony Court
Pittsburgh, PA 15205

Albie P. Rutyna                litigation           $10,000
11 Ciara Drive
New Castle, PA 16105

Mary Jane Rutyna               litigation           $10,000
11 Ciara Drive
New Castle, PA 16105

Judith M. Johnson              litigation           $10,000
109 Industry Street
Pittsburgh, PA 15210

Gertrude Stevenson             litigation           $10,000
230 Locust Street
Butler, PA 16001

George P. Nowack               litigation           $10,000
1311 Apache Drive
Espyville, PA 16424

Ronald Giamberdini             litigation           $10,000
62 Windcrest Road
Cecil, PA 15231

Barbara Giamberdini            litigation           $10,000
62 Windcrest Road
Cecil, PA 15231


HOMEBANC MORTGAGE: Moody's Downgrades Ratings on Three Tranches
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 3 tranches
from Homebanc Mortgage Trust 2007-1.  Two downgraded tranches
remain on review for possible further downgrade.  Additionally, 6
tranches were placed on review for possible downgrade.

The collateral backing the transaction consists primarily of
first-lien, 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:

Issuer: Homebanc Mortgage Trust 2007-1

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

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

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

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

  -- Cl. I-3A-2, Placed on Review for Possible Downgrade,
     currently Aa1

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

  -- Cl. I-B-1, Downgraded to Ba3 from Aa2

  -- Cl. I-B-2, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-3, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade


HOOP HOLDINGS: Wants Goulston & Storrs as Real Estate Counsel
-------------------------------------------------------------
Hoop Holdings LLC and its debtor-affiliates seek permission from
the United States Bankruptcy Court for the District of Delaware to
employ Goulston & Storrs PC as special real estate counsel nunc
pro tunc to the Debtors' bankruptcy filing.

The Debtors relate that G&S is well acquainted with the Debtors'
real estate lease portfolio and issues related thereto because  
they engaged G&S to advise them regarding their store leases in  
January 2008.

G&S will advise the Debtors on issues relating to their store
leases, including their disposition.

The Debtors state that the services rendered by G&S will not
duplicate the services rendered by any other professionals
employed by the Debtors in these bankruptcy cases.

David M. Abromowitz, Esq., a director of Coulston & Storrs PC
tells the Court that the firm's customary hourly rates for
professionals are:

     Professionals                     Hourly Rate
     -------------                     -----------
     Directors                         $440 - $690
     Counsel                           $400 - $650
     Associates                        $265 - $445
     Paralegals                        $170 - $330

Mr. Abromowitz adds that the Debtors paid G&S a retainer of
$100,000.  Subject to Court approval, the Debtors agreed that G&S
may hold the retainer as a security throughout the Debtors'
bankruptcy cases until G&S' fees and expenses are approved on a
final basis.

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

                        About Hoop Holdings

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


HSI ASSET: Seven Tranches Get Moody's Rating Cuts on Delinquencies
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 7 tranches
from two HSI Asset Loan Obligation Trust deals.  Three tranches
remain on review for possible further downgrade.  Additionally, 14
tranches were placed on review for possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, fixed, 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:

Issuer: HSI Asset Loan Obligation Trust 2006-2

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Issuer: HSI Asset Loan Obligation Trust 2007-WF1

  -- Cl. M-4, Downgraded to Baa1 from A3

  -- Cl. M-5, Downgraded to B1 from Baa1

  -- Cl. M-6, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

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


HUBCO INC: Files Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: HUBCO, Inc.
        11714 Charles Road
        Houston, TX 77041

Bankruptcy Case No.: 08-32465

Type of Business: The Debtor manufactures textile products.
                  See: http://www.hubcoinc.com/

Chapter 11 Petition Date: April 17, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtors' Counsel: Margaret Maxwell McClure, Esq.
                    (mccluremar@aol.com)
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  
Estimated Assets: unknown

Estimated Debts:  unknown

The Debtor did not file a list of its Largest Unsecured Creditors.


HUDSON MEZZANINE: Moody's Reviews 'Ba2' Rating on $240 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Hudson Mezzanine Funding 2006-2, Ltd.:

Class Description: $240,000,000 Class A-1 Floating Rate Notes due
2042

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

Class Description: $46,000,000 Class A-2 Floating Rate Notes due
2042

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $56,000,000 Class B Floating Rate Notes due
2042

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $20,000,000 Class C Deferrable Floating Rate
Notes due 2042

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

Class Description: $18,000,000 Class D Deferrable Floating Rate
Notes due 2042

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

Class Description: $4,000,000 Class E Deferrable Floating Rate
Notes due 2042

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

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


HUDSON MEZZANINE: Moody's Reviews 'Ba3' Rating on $1.2 Bil Swap
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Hudson
Mezzanine Funding 2006-1, Ltd.:

Class Description: $1,200,000,000 Senior Swap with Goldman Sachs
International

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $120,000,000 Class A-b Floating Rate Notes due
2042

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $ 110,000,000 Class A-f Floating Rate Notes due
2042

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $230,000,000 Class B Floating Rate Notes due
2042

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $170,000,000 Class C Deferrable Floating Rate
Notes due 2042

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

Class Description: $84,000,000 Class D Deferrable Floating Rate
Notes due 2042

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

Class Description: $26,000,000 Class E Deferrable Floating Rate
Notes Due 2042

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

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


INTERSTATE BAKERIES: Court Adjourns Confirmation Hearing Sine Die
-----------------------------------------------------------------
The Honorable Jerry W. Venters of the U.S. Bankruptcy Court for
the Western District of Missouri has continued, to a date yet to
be determined, the hearing to consider confirmation of the First
Amended Joint Plan of Reorganization filed by Interstate Bakeries
Corporation and eight of its subsidiaries and affiliates.

As reported in the Troubled Company Reporter on April 21, 2008,
the Debtors told the Court that additional time is necessary for
it to continue its ongoing discussions with multiple parties
regarding modifications to its plan of reorganization, and related
exit financing, that would allow IBC to emerge from Chapter 11 as
a stand-alone company.  The additional time, the Debtors
explained, is also needed so it could continue to pursue the on-
going sale process which was initiated to sell all or portions of
the Debtors' businesses and assets in the event that a stand-alone
reorganization plan is not achievable.  The Debtors intended to
file further pleadings with the Court regarding either of these
options as appropriate.

The Court continued the hearing to allow the Debtors to continue  
discussions with multiple parties regarding modifications to
their Plan, and related exit financing that would allow them to
emerge from Chapter 11 as a stand-alone company.

"The parties are still in talks and want more time to continue
those," IBC spokeswoman Maya Pagoda had told The Associated
Press.

The Debtors said in a statement that they also need more time to
continue to pursue the on-going sale process, which was initiated
to sell all or portions of their businesses and assets in the
event that a stand-alone reorganization plan is not achievable.

One issue looming over the Plan is that IBC has been unable to
reach agreement with the International Brotherhood of Teamsters,
which represents about 9,000 of the company's 25,000 workers, The
Kansas City Star had reported.  The union has refused to agree to
additional concessions IBC is seeking so it can "remake its
delivery system."  IBC said those changes are necessary "to have
a shot at future success."

At the Teamsters' insistence, the Debtors agreed to insert
language in their Amended Disclosure Statement that IBC has not
had substantive talks with the union since October 2007.

The Teamsters, along with Yucaipa Cos., a Los Angeles hedge fund
headed by billionaire Ron Burkle, have previously told the Court
that they intended to make an offer for IBC, but have yet to file
a competing Chapter 11 plan with the court.

At the Confirmation Hearing, the Court will also hear matters
relating to the Debtors' proposed substantive consolidation, and
the request of the Official Committee of Unsecured Creditors to
designate the IBC Creditor Trustee.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

(Interstate Bakeries Bankruptcy News, Issue No. 96; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or           
215/945-7000).


INTERSTATE BAKERIES: Court Sets DIP Facility Hearing April 29
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
will convene a hearing on April 29, 2008, at 1:30 p.m.,
to consider approval of a request by Interstate Bakeries Corp. and
its debtor-affiliates to enter into a second amended debtor-in-
possession credit facility, which provides for an increase in the
aggregate principal amount of commitments from $200 million to
$250 million, and an extension of the maturity date from June 2,
2008, to Sept. 30, 2008.

As reported in the Troubled Company Reporter on April 21, 2008,
IBC executed a commitment for financing with certain of the
existing lenders under its current debtor-in-possession credit
facility, other new lenders and JPMorgan Chase Bank NA, as
administrative agent and collateral agent for the lenders, which
provides for an amended and restated credit facility to replace
the current DIP credit facility that expires on June 2, 2008.  

Under the terms of the commitment letter, the maturity of the DIP
credit facility would be extended to Sept. 30, 2008, and the
amount available for borrowing under the DIP credit facility would
be increased from $200 million to $250 million.
   
The commitment is subject to a number of conditions, including
final documentation and Bankruptcy Court approval.  Interstate
Bakeries filed a motion with the U.S. Bankruptcy Court for the
Western District of Missouri seeking authorization to enter into
the amended and restate DIP credit facility and requesting that a
hearing on this matter be held on April 29, 2008, a date that had
previously been held on the court's calendar.  There can be no
assurance that the company will be able to obtain financing on the
terms proposed in the amended and restated DIP credit facility, or
at all.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

(Interstate Bakeries Bankruptcy News, Issue No. 96; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or           
215/945-7000).


IMPAC SECURED: Delinquency Cues Moody's Rating Cuts on 32 Tranches
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 32 tranches
from 10 Alt-A transactions backed by Impac originated collateral.   
Additionally, 20 senior tranches were confirmed at Aaa.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, Alt-A mortgage loans.

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.   
Certain tranches were confirmed due to additional enhancement
provided by structural features.  The actions are a result of
Moody's on-going review process.

Complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-IM1

  -- Cl. A-1, Confirmed at Aaa

  -- Cl. A-2, Confirmed at Aaa

  -- Cl. A-3, Confirmed at Aaa

  -- Cl. A-4, Confirmed at Aaa

  -- Cl. A-5, Confirmed at Aaa

  -- Cl. A-6, Confirmed at Aaa

  -- Cl. A-7, Downgraded to A2 from Aaa

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2005-2

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

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

  -- Cl. A-2B, Confirmed at Aaa

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

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

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-1

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

  -- Cl. 1-A-1-2, Downgraded to Ba1 from Aaa

  -- Cl. 1-A-2A, Confirmed at Aaa

  -- Cl. 1-A-2B, Downgraded to Baa1 from Aaa

  -- Cl. 1-A-2C, Downgraded to Ba1 from Aaa

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-2

  -- Cl. 1-A1-1, Downgraded to Baa1 from Aaa

  -- Cl. 1-A1-2, Downgraded to Ba3 from Aaa

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

  -- Cl. 1-A2-B, Downgraded to Ba2 from Aaa

  -- Cl. 1-A2-C, Downgraded to Ba3 from Aaa

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-3

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

  -- Cl. A-2M, Downgraded to Ba3 from Aaa

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

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

  -- Cl. A-4, Downgraded to Aa3 from Aaa

  -- Cl. A-4M, Downgraded to Ba2 from Aaa

  -- Cl. A-5, Downgraded to A1 from Aaa

  -- Cl. A-5M, Downgraded to Ba2 from Aaa

  -- Cl. A-6, Downgraded to A1 from Aaa

  -- Cl. A-6M, Downgraded to Ba3 from Aaa

  -- Cl. A-7, Downgraded to Ba3 from Aaa

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-4

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

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

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

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

  -- Cl. A-M, Downgraded to Ba3 from Aaa

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-5

  -- Cl. 1-A1-A, Confirmed at Aaa

  -- Cl. 1-A1-B, Confirmed at Aaa

  -- Cl. 1-A1-C, Confirmed at Aaa

  -- Cl. 1-AM, Downgraded to Ba2 from Aaa

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2007-1

  -- Cl. A-1, Confirmed at Aaa

  -- Cl. A-2, Confirmed at Aaa

  -- Cl. A-3, Confirmed at Aaa

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

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2007-2

  -- Cl. 1-A1-A, Confirmed at Aaa

  -- Cl. 1-A1-B, Confirmed at Aaa

  -- Cl. 1-A1-C, Confirmed at Aaa

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2007-3

  -- Cl. A1-A, Confirmed at Aaa

  -- Cl. A1-B, Confirmed at Aaa

  -- Cl. A1-C, Confirmed at Aaa


INDEPENDENCE COUNTY: S&P Cuts Rating on $29.3 Mil. Bonds to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Independence County, Arkansas' $29.3 million power revenue
bonds due 2033 to 'B' from 'BB-'.  The rating remains on
CreditWatch with negative implications.  The county issued the
bonds and used proceeds to fund 11.1 MW hydroelectric project
Independence County Hydroelectric, which is the obligor for bond
repayment.  ACA Financial Guaranty Corp. (ACA; CCC/Watch Dev/--)
insures the bonds.
     
The downgrade reflects the continued weakening of the project's
operating cash flow and liquidity due primarily to the delay in
adding a cap to Dam 3 to increase its height by three feet.  The
delay has been caused by heavy rainfall and continued higher-than-
normal river levels.  Currently, government authorities are
controlling releases from upstream dams to mitigate the flooding
downstream.  The uncertainty of the releases prevents construction
scheduling.  The county now estimates the cap will be completed in
the summer of 2008.  The prior target completion date was end of
March or early April, but now it could be up to five months later
than that.
     
S&P estimates that there are sufficient funds in project accounts
to cover the May 1, 2008 principal and interest payments of about
$1.3 million on the senior bonds, but not enough funds to cover
the scheduled principal and interest payments on the subordinate
bonds (not rated) of about $700,000.  S&P expects that after the
May 1 payment on the senior bonds, there will be about
$1.6 million remaining in the senior bond debt service reserve
account.  These funds are not available to the subordinate bonds.

Under the terms of the subordination agreement, the subordinate
bonds do not have rights under a payment default situation to
cross-accelerate the senior debt.  However, project operations and
maintenance expenses are paid after subordinate debt service, so
there is a risk to O&M payments.  This is another factor in the
downgrade given the reduced cash flows from operations.  The
senior bond indenture allows the bond insurer, ACA, to release
gross receipts from the waterfall to cover O&M--i.e., to pay O&M
expenses before subordinate debt.  ACA insures both the rated
senior and unrated subordinated debt.  
     
The county is exploring an injection of cash from the City of
Clarksville, Arkansas, the power off-taker, that would help cover
the May 1 subordinate debt payment, some capital improvements, and
a number of O&M payments.  The proposal is that in exchange for
this cash injection, Clarksville will receive a discount on future
power costs.  While this cash infusion would provide credit
support for the project now, such discounts may lower future cash
flow and increase credit risk.  Clarksville expects to decide on
this funding at the end of this week.   
     
"The continued CreditWatch negative listing reflects the potential
for a further downgrade if we do not have assurance that the
project can meet its financial obligations with operational cash
flow and liquidity," said Standard & Poor's credit analyst Trevor
D'Olier-Lees.


INERGY LP: Moody's Confirms 'Ba3' Ratings and Positive Outlook
--------------------------------------------------------------
Moody's Investors Service affirmed Inergy, L.P.'s ratings and left
the outlook positive in conjunction with the company's proposed
$150 million add-on notes offering.  Moody's is assigning a B1
(LGD 4, 68%) rating to the company's add-on notes offering while
simultaneously affirming the company's Ba3 corporate family, Ba3
probability of default rating, the B1 and LGD 4 (the point
estimate is moving from 67% to 68%) ratings on the existing senior
unsecured notes, and its SGL-3 speculative grade liquidity
ratings.  Moody's does not rate the company's $425 million senior
secured revolving credit facilities ($350 million acquisition
facility and $75 million working capital facility) or the
company's general partner Inergy Holdings L.P.

The positive outlook reflects Inergy's ongoing diversification
strategy into the midstream arena which provides the company with
growth of its more durable fee-based earnings and cash flows while
helping to somewhat offset the seasonality and declining organic
volumes due to rising customer conservation that affect its
propane cash flows.  With the recently acquired Arlington Storage
Corporation, LLC, and the future development of the Thomas Corner
natural gas storage facility, Inergy is poised to become one the
largest natural gas storage operators in the Northeast.  When
combined with the completion of the West Coast project, about 30%
to 40% of NRGY's consolidated EBITDA is expected to be generated
from the more stable midstream segment.

The positive outlook also assumes the company will continue on its
path of improving its financial profile.  While leverage has
(adjusted debt EBITDA) increased to approximately 4.1x from 3.5x,
it is still within the range acceptable at the current ratings
level and in Moody's view, still has the momentum to improve over
the next 12 to 18 months.  The increase in the current leverage is
partially driven by the large upfront capital spending needed to
complete NRGY's West Coast and Northwest lateral projects.   

However, once completed, these projects are expected to generate
additional fee-based EBITDA, which along with recent acquisitions
would bring run-rate leverage back to within the 3.5x range over
the next couple of quarters.  While Moody's expects Inergy to
remain a consolidator in the fragmented propane industry, the
positive outlook assumes the company will fund those acquisitions
with sufficient equity so as to maintain it its trajectory of
lower leverage that is more in-line with a higher rating.

However, an upgrade would require demonstration that the West
Coast and North Lateral projects are completed on time and on
budget, and that essentially all of the additional capacity locked
up under firm, fee-based contracts with almost no commodity price
exposure.  In addition, an upgrade would also require that there
is sufficient up front equity funding done in conjunction with
future acquisitions in order to maintain the momentum of leverage
(measured by adjusted debt EBTIDA) trending towards 3.0x.  The
outlook could revert to stable if leverage is not maintained
within the 3.5x to 4.0x range or if the West Coast and North
Lateral projects are delayed or run into cost overruns which would
result in a delayed leverage improvement or if the company cannot
maintain its retail propane margins in the face of increasing
customer conservation.

The Ba3 corporate family rating is supported by the company's
increased scale based on asset size, which is in-line with other
Ba3 rated MLP propane peers.  However, with completion of
expansion projects at the Northeast storage facilities and West
Coast NGL facilities, NRGY's pro-forma scale is expected to be on
the higher end of the Ba3 MLP Propane ratings universe.  The
company's expansion into the midstream sector provides durable
fee-based recurring earnings to offset the seasonal cash flows
from propane operations, providing NRGY greater diversification
than some of its similarly rated peers, though somewhat offset by
its larger wholesale business which carries lower margins.  The
company's average profitability and returns, leverage, and
expected cash flow coverage of interest, cash distributions, and
capital spending are also in line with the other Ba rated propane
companies.  S&P expects Inergy to remain acquisitive while the
highly fragmented propane distribution industry heads towards
consolidation, however, the Ba3 rating is supportive of future
acquisitions as long as sufficient equity financing is provided.

The SGL-3 rating is supported by Moody's expectation that internal
cash flows will cover the majority of maintenance capital
expenditures, interest payments, working capital requirements, and
cash distributions to unit holders; the company will maintain
sufficient cushion under the facilities' covenants; and ample
availability under the revolving credit facilities.  The SGL-3
rating continues to be tempered by the company's need to
distribute all of its free cash flow to the Master Limited
Partnership unit holders; significant scale of organic projects
which may require a degree of funding under the credit facilities
assuming; and the seasonality of the propane business which
requires use of the credit facilities during inventory build up
and subsequent receivable collections.  The credit facilities are
secured by all Inergy's assets leaving no alternate sources of
readily available liquidity.

NRGY, headquartered in Kansas City, Missouri, is a publicly traded
master limited partnership that owns and operates one of the
largest geographically diverse retail and wholesale propane
supply, marketing, and distribution businesses in the United
States.  Additionally, NRGY owns and operates a natural gas
storage facility located approximately 150 miles northwest of New
York City and a natural gas liquids business located near
Bakersfield, California.


INERGY LP: S&P Attaches 'B+' Rating on $200 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue credit
rating to Inergy L.P.'s $200 million senior unsecured notes due
2016 and, at the same time, assigned its '5' recovery rating to
this debt and affirmed its '5' recovery rating on Inergy's
unsecured debt.  The '5' recovery rating indicates that lenders
can expect modest (10%-30%) recovery in the event of payment
default.  Standard & Poor's also affirmed the company's corporate
credit rating of 'BB-'.  The offering proceeds will refinance debt
on Inergy's revolving acquisition credit facility.  The outlook
remains stable.
     
As of Dec. 31, 2007, Kansas City, Missouri-based retail and
wholesale propane distributor Inergy had $876 million of debt.
     
"The rating on Inergy reflects the partnership's weak business
risk profile and aggressive financial profile," noted Standard &
Poor's credit analyst Michael V. Grande.  Rating concerns include
the master limited partnership structure, an aggressive growth
strategy, and exposure to weather, seasonal demand patterns, and
changing commodity prices.  "These concerns are only partially
offset by the propane segment's favorable operating
characteristics, which include a high percentage of residential
customers in attractive markets, and Inergy's natural gas storage
operations that provide more stable cash flows," he continued.
     
Exposure to weather, seasonal demand patterns, and changing
commodity prices remain a credit concern.  Warm winters over the
past three years and current high propane prices continue to
contribute to customer conservation, which, in turn, may factor
into reduced profitability and cash flows.  Inergy has partially
mitigated these risks by improving margins despite warmer weather
and high commodity prices.  However the company's ability to
protect its margins will remain a key rating consideration.
     
The outlook on Inergy is stable.  The stable outlook is based on
the solid operating performance of the propane and midstream
segments and the expectation that the company will maintain its
current financial metrics.  An upgrade or positive outlook
revision depends on further growth of midstream assets, sustained
high margins from the propane segment, and disciplined,
conservatively financed acquisitions.  Conversely, Standard &
Poor's could lower the rating or revise the outlook to negative if
the financial profile deteriorates due to subpar cash flow,
deteriorating distribution coverage, or significant acquisition
activity that weakens financial metrics.


INPHONIC INC: Treasury Balks at Plan and Disclosure Statement
-------------------------------------------------------------
The Department of Treasury of the State of Michigan objects
to InPhonic Inc. and its debtor-affiliates, and the Official
Committee of Unsecured Creditors' Joint Chapter 11 Plan of
Liquidation dated April 14, 2008, and a Disclosure Statement
explaining that plan to the United States Bankruptcy Court for the
District of Delaware.

As reported by the Troubled Company Reporter on April 17, 2008,
the Debtors and the Committee delivered a Joint Liquidation Plan
and a Disclosure Statement explaining that plan.

The objection alleges that the Plan does not provide for the
payment of interest on the Treasury's administrative and priority
tax claims of $21,013 in the aggregate, if claims are not paid on
the distribution date.  The Debtors' business operations resulted
in liabilities to the Treasury for withholding taxes and use
taxes.

The Treasury says interest on priority and secured tax claims must
be paid at a rate determined by the "prevailing market rate for a
loan of a term equal to the payout period."  The Treasury's
current interest rate for bankruptcy tax claims is 9%.

Accordingly, the Treasury asks the Court to deny the Debtors'
request for confirmation.

                      Overview of the Plan

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

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

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

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

                 Treatment of Claims and Interest

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

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

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

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

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

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

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

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

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

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

                       About InPhonic Inc.

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

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

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

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


ISCHUS HIGH: Six Classes of Notes Obtain Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
further possible downgrade the ratings on these notes issued by
Ischus High Grade Funding I Ltd., :

Class Description: $1,041,5000 Class A1S Senior Floating Rate
Notes Due 2046

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

Class Description: $85,000,000 Class A1J Senior Floating Rate
Notes Due 2046

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

Class Description: $17,000,000 Class A2 Senior Floating Rate Notes
Due 2046

  -- Prior Rating: Aa2
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $30,500,000 Class A3 Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: A2
  -- Current Rating: Ba2, on review for possible downgrade

In addition, Moody's has also downgraded these notes:

Class Description: $12,500,000 Class B Deferrable Floating Rate
Notes Due 2046

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

Class Description: $3,000,000 Class C Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: Ba1
  -- Current Rating: Ca

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


ISCHUS MEZZANINE: Moody's Downgrades Ratings on Eight Classes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Ischus Mezzanine CDO III, Ltd.:

Class Description: $396,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $68,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2046

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

Class Description: $62,000,000 Class B-1 Third Priority Senior
Secured Floating Rate Notes Due 2046

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

Class Description: $10,000,000 Class B-2 Fourth Priority Senior
Secured Floating Rate Notes Due 2046

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

Class Description: $19,000,000 Class C Fifth Priority Senior
Secured Deferrable Floating Rate Notes Due 2046

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

Class Description: $20,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2046

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

Class Description: $7,000,000 Class E Secured Deferrable Floating
Rate Notes Due 2046

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

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


IXION PLC: Three Classes of Notes Get Moody's Junk Ratings
----------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Ixion plc:

Issuer: Ixion plc Series 16

Class Description: $15,000,000 Floating Rate Portfolio Credit
Linked Secured Notes due 2037

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Issuer: Ixion plc Series 17

Class Description: $7,500,000 Floating Rate Portfolio Credit
Linked Secured Notes due 2037

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

Issuer: Ixion plc Series 18

Class Description: $7,500,000 Floating Rate Portfolio Credit
Linked Secured Notes due 2037

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

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


IXION PLC: Moody's Junks Rating on Tranche A Notes
--------------------------------------------------
Moody's Investors Service downgraded the rating on
these notes issued by Ixion PLC Matrix 2007-1 Series
20:

Class Description: Tranche A $20,000,000 Floating Rate
Portfolio Credit Linked Secured Notes due 2037

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

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


IXION PLC: Eroding Credit Quality Prompts Moody's Rating Cuts
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of these three
classes of notes issued by Issuer Ixion PLC HELD 2006-1, and left
one of these ratings on review for further possible downgrade:

Class Description: Series 1 HELD 2006-1 $ 242,000,000 Floating
Rate Credit Linked Secured Notes due 2041

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

Class Description: Series 2 HELD 2006-1 $ 80,000,000 Floating Rate
Credit Linked Secured Notes due 2041

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

Class Description: Series 3 HELD 2006-1 $ 15,000,000 Floating Rate
Credit Linked Secured Notes due 2041

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

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


JP MORGAN: S&P Downgrades Cert. Ratings on Eroding Credit Support
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 67
classes of mortgage pass-through certificates from 12 transactions
issued by GSAMP Trust, JPMorgan Mortgage Acquisition Trust, Long
Beach Mortgage Loan Trust, and Terwin Mortgage Trust.
Concurrently, S&P placed its ratings on 18 classes on CreditWatch
with negative implications and affirmed S&P's ratings on 31
classes from these transactions.  Of the 12 subprime transactions
S&P reviewed, six were issued in 2005 and six were issued in 2006.
     
The downgrades reflect deterioration in available credit support
to these classes.  S&P addressed only the defaulted classes from
the affected 2006 deals because S&P had analyzed these
transactions as part of another recent review.  Although a
combination of subordination, excess spread, and
overcollateralization provides credit support to these subprime
transactions, O/C has been reduced to zero for all 12
transactions, which are seasoned 18 to 36 months.  S&P lowered 15
ratings to 'D' due to the complete erosion of credit support and
realized losses incurred by the classes.  

As of the March 2008 remittance period, cumulative losses for the
affected 2005 deals, as a percentage of the respective original
pool balances, ranged from 1.85% (Terwin Mortgage Trust Series
TMTS 2005-6HE) to 3.40% (Long Beach Mortgage Loan Trust 2005-WL1,
structure 1).  Severe delinquencies (90-plus days, foreclosures,
and REOs) for the 2005 affected transactions ranged from 23.65%
(Long Beach Mortgage Loan Trust 2005-WL1, structure 2) to 39.66%
(Long Beach Mortgage Loan Trust 2005-3) of the current pool
balances.  The amount of severe delinquencies has significantly
increased for all 2005 deals during recent months, and the
delinquency pipelines do not indicate that these levels will
improve.  Most of these deals are failing their delinquency and
loss triggers due to the high levels of delinquencies and
significant monthly net losses.  
     
S&P placed its ratings on 18 classes from three transactions
issued in 2005 on CreditWatch negative.  While each of the
certificate classes with ratings placed on CreditWatch negative
lacks what S&P believes to be a sufficient amount of credit
enhancement relative to projected losses, S&P will take no further
rating actions until S&P has completed additional analysis.  S&P
expects to further evaluate the date of the projected defaults
versus the date of payment in full, as well as the relationships
between projected credit support and projected losses throughout
the remaining life of each certificate.
     
The affirmations of the remaining classes from these transactions
reflect loss coverage percentages that were sufficient at the
current rating levels as of the March 2008 distribution period.

                         Ratings Lowered

                           GSAMP Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-WMC1           M-4        362341PY9     CCC            A+
2005-WMC1           M-5        362341PZ6     CCC            A
2005-WMC1           M-6        362341PW3     CCC            A-
2005-WMC1           B-1        362341QA0     CCC            BBB+
2005-WMC1           B-2        362341QB8     CC             BBB+
2005-WMC1           B-3        362341QC6     CC             BB+
2005-WMC1           B-4        362341QD4     CC             B
2005-WMC1           B-5        362341QE2     D              CCC
2006-FM1            B-4        362334PW8     D              CC

                JPMorgan Mortgage Acquisition Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2006-WMC3           M-10       46629KAR0     D              CC

                  Long Beach Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-3              M-4        542514PA6     CCC            A+
2005-3              M-5        542514PB4     CCC            A
2005-3              M-6        542514PC2     CCC            A-
2005-3              M-7        542514PD0     CC             BBB+
2005-3              M-8        542514PE8     CC             BB
2005-3              M-9        542514PF5     CC             BB-
2005-3              M-10       542514PG3     CC             B
2005-3              M-11       542514PH1     D              CCC
2005-WL1            III-M1     542514MF8     AA             AA+
2005-WL1            III-M2     542514MG6     BBB            AA
2005-WL1            III-M3     542514MH4     B              A+
2005-WL1            I/II-M5    542514LM4     BBB            A
2005-WL1            III-M4     542514MJ0     CCC            A
2005-WL1            I/II-M6    542514LN2     BB-            A-
2005-WL1            III-M5     542514MK7     CCC            A-
2005-WL1            I/II-M7    542514LP7     B              BBB+
2005-WL1            III-M6     542514ML5     CCC            BBB+
2005-WL1            I/II-M8    542514LQ5     CCC            BBB
2005-WL1            III-M7     542514MM3     CCC            BBB
2005-WL1            III-M8     542514MN1     CC             BBB
2005-WL1            I/II-M9    542514LR3     CCC            BBB-
2005-WL1            III-M9     542514MS0     CC             BBB-
2005-WL1            I/II-B1    542514LS1     CC             BB+
2005-WL1            I/II-M10   542514LW2     CCC            BB+
2005-WL1            III-B1     542514MP6     CC             BB+
2005-WL1            III-B2     542514MQ4     D              BB
2005-WL1            I/II-B2    542514LT9     D              BB-
2005-WL1            I/II-B3    542514LU6     D              BB-
2005-WL1            III-B3     542514MR2     D              B+
2005-WL2            M-3        542514ND2     A              AA-
2005-WL2            M-4        542514NE0     BBB            A+
2005-WL2            M-5        542514NF7     BB             A+
2005-WL2            M-6        542514NG5     B              A
2005-WL2            M-7        542514NH3     CCC            BBB+
2005-WL2            M-8        542514NJ9     CCC            BBB+
2005-WL2            M-9        542514NK6     CCC            BBB
2005-WL2            M-10       542514NL4     CCC            BB+
2005-WL2            B-1        542514NQ3     CC             B
2005-WL2            B-2        542514NR1     CC             CCC
2005-WL2            B-3        542514NS9     D              CCC
2006-2              M-10       542514UE2     D              CC
2006-3              B          542514UX0     D              CC
2006-4              M-11       54251MAR5     D              CC
2006-WL2            B-1        542514SP0     D              CC

                      Terwin Mortgage Trust
                                                       Rating
Transaction        Class      CUSIP         To             From
TMTS 2005-16HE     M-4A       881561ZP2     CCC            BB
TMTS 2005-16HE     M-4B       881561ZQ0     CCC            B
TMTS 2005-16HE     M-5A       881561ZR8     CC             B
TMTS 2005-16HE     M-5B       881561ZS6     CC             B
TMTS 2005-16HE     M-6A       881561ZT4     CC             B
TMTS 2005-16HE     M-6B       881561ZU1     CC             B
TMTS 2005-16HE     B-1        881561ZV9     CC             CCC
TMTS 2005-16HE     B-2        881561ZW7     CC             CCC
TMTS 2005-16HE     B-3        881561ZX5     D              CCC
TMTS 2005-6HE      B-2        881561RG1     BB             BBB+
TMTS 2005-6HE      B-3        881561RH9     B              BB
TMTS 2005-6HE      B-4        881561TH7     CC             CCC
TMTS 2005-6HE      B-5        881561TJ3     D              CCC

              Ratings Placed on CreditWatch Negative

                            GSAMP Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-WMC1           M-1        362341PU7     AA+/Watch Neg  AA+
2005-WMC1           M-2        362341PV5     AA/Watch Neg   AA
2005-WMC1           M-3        362341PX1     AA-/Watch Neg  AA-

                  Long Beach Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-3              I-A        542514NT7     AAA/Watch Neg  AAA
2005-3              II-A2      542514NV2     AAA/Watch Neg  AAA
2005-3              II-A3      542514NW0     AAA/Watch Neg  AAA
2005-3              M-1        542514NX8     AA+/Watch Neg  AA+
2005-3              M-2        542514NY6     AA/Watch Neg   AA
2005-3              M-3        542514NZ3     AA-/Watch Neg  AA-

                       Terwin Mortgage Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-16HE           AF-3       881561ZB3     AAA/Watch Neg  AAA
2005-16HE           AV-2       881561ZF4     AAA/Watch Neg  AAA
2005-16HE           AV-3       881561ZG2     AAA/Watch Neg  AAA
2005-16HE           M-1A       881561ZH0     AA+/Watch Neg  AA+
2005-16HE           M-1B       881561ZJ6     AA+/Watch Neg  AA+
2005-16HE           M-2A       881561ZK3     AA/Watch Neg   AA
2005-16HE           M-2B       881561ZL1     AA/Watch Neg   AA
2005-16HE           M-3A       881561ZM9     A+/Watch Neg   A+
2005-16HE           M-3B       881561ZN7     BBB+/Watch Neg BBB+

                        Ratings Affirmed

                           GSAMP Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-WMC1           A-3        362341PS2     AAA
          2005-WMC1           A-4        362341PT0     AAA

                  Long Beach Mortgage Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-WL1            I-A-1      542514LC6     AAA
          2005-WL1            II-A4      542514LG7     AAA
          2005-WL1            III-A3     542514ME1     AAA
          2005-WL1            I/II-M1    542514LH5     AA+
          2005-WL1            I/II-M2    542514LJ1     AA
          2005-WL1            I/II-M3    542514LK8     AA-
          2005-WL1            I/II-M4    542514LL6     A+
          2005-WL2            I-A1       542514NM2     AAA
          2005-WL2            I-A2       542514MV3     AAA
          2005-WL2            II-A1      542514NN0     AAA
          2005-WL2            II-A2      542514NP5     AAA
          2005-WL2            III-A1     542514MW1     AAA
          2005-WL2            III-A1A    542514MX9     AAA
          2005-WL2            III-A3     542514MZ4     AAA
          2005-WL2            III-A4     542514NA8     AAA
          2005-WL2            M-1        542514NB6     AA+
          2005-WL2            M-2        542514NC4     AA

                       Terwin Mortgage Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-16HE           AF-2       881561ZA5     AAA
          2005-16HE           AF-4       881561ZC1     AAA
          2005-16HE           AF-5       881561ZD9     AAA
          2005-6HE            A-1C       881561QX5     AAA
          2005-6HE            S          881561QY3     AAA
          2005-6HE            M-1        881561QZ0     AA+
          2005-6HE            M-2        881561RA4     AA+
          2005-6HE            M-3        881561RB2     AA
          2005-6HE            M-4        881561RC0     AA
          2005-6HE            M-5        881561RD8     A+
          2005-6HE            M-6        881561RE6     A+
          2005-6HE            B-1        881561RF3     A


KAISER NETHERLANDS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kaiser Netherlands, B.V.
        Attn: Kaiser Group Holdings, Inc.
        9300 Lee Highway
        Fairfax, VA 22031

Bankruptcy Case No.: 08-22623

Type of Business: The Debtor is a bankrupt affiliate of Kaiser
                  Group International, Inc., which provides
                  hazardous waste management services.

                  On June 9, 2000, Kaiser Group International and
                  38 of its domestic subsidiaries voluntarily
                  filed for protection under Chapter 11 of the
                  United States Bankruptcy Code in the District of
                  Delaware (Case Nos. 00-2263 to 00-2301).  Kaiser
                  Group International emerged from bankruptcy with
                  a confirmed Second Amended Plan of
                  Reorganization declared effective on Dec. 18,
                  2000.  See http://www.kaisergroup.com

Chapter 11 Petition Date: April 22, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: David W. Lampl, Esq.
                  Email: bankruptcy@leechtishman.com
                  Leech Tishman Fuscaldo & Lampl, LLC
                  Citizens Bank Bldg. 30th Fl.
                  525 William Penn Place
                  Pittsburgh, PA 15219
                  Tel: (412) 261-1600
                  Fax: (412) 227-5551
                  http://www.leechtishman.com/

Estimated Assets:  $1 million to $10 million

Estimated Debts: $50 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Kaiser Group Holdings, Inc.    project support       $21,237,503
9300 Lee Highway               billings
Fairfax, VA 22031

Mittal Steel Ostrava A.S.      ICC arbitration       $4,061,499
Vratimovska 689                award
708 00 Ostrava-Pustkovec

Sigma Lutin (Sigma DIZ s.r.o.) trade                 $810,918
Jana Sigmunda 79, 738 50
Lutin
Attn: Mr. Petr Budinsky
Ostrava Czech Republic

Mostostal                      trade                 $778,674
(Mostostal Zabrze Holding
S.A.)
Wolnosci 191, 41-800
Zabrze, Poland

MGT (MGT Group, a.s.)          trade                 $558,122
Proskovicka 686
700 30 Ostrava-Vyskovice
Ostrava Czech Republic

VS-Invest (VS Invest, a.s.)    trade                 $541,230
Rudna 30a
700 00 Ostrava-Vyskovice
Ostrava Czech Republic

Metalconsult                   trade                 $281,190
(Metalconsult, s.r.o.)
Opletalova 37, 110 00 Prada 1
Ostrava Czech Republic

Elcom A.S. (Elcom a.s.)        trade                 $259,559
Hudcova 76a
612 48 Brno
Ostrava Czech Republic

Slovacke                       trade                 $232,332

NRC                            trade                 $148,358

Elektromont (Elektromont a.s.) trade                 $129,899

Alpine IPS                     trade                 $124,732

NH Zabreh                      trade                 $74,392

Klimaservis (Klimaservbis vos) trade                 $50,534

Holec (Eaton Holec Medium      trade                 $44,430
Volt)

VS-Invest (VS Invest, a.s.)    trade                 $38,563

Spel (Spel, s.r.o.)            trade                 $26,724

Ingstav (TCHAS s.r.o., Divize) trade                 $10,312

Bess (VP Bess, s.r.o.)         trade                 $6,962

ZWZ                            trade                 $2,723


KENMARE 2005-I: Moody's Reviews 'B2' Rating on $50 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
downgrade the rating on these notes issued by Kenmare 2005-I, Ltd.

Class Description: $50,000,000 Variable Floating Rate Notes Due
July 25 2048

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

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


KIMBALL HILL: Moody's Cuts Rating on $203MM Notes to C
------------------------------------------------------
Moody's Investors Service lowered all the ratings of Kimball Hill,
Inc. following its filing for protection under Chapter 11 of the
US Bankruptcy Code, including its corporate family rating to Ca
from Caa2, its probability of default rating to D from Caa2, and
its senior subordinated debt rating to C from Ca.  Subsequent to
this rating action, Moody's will withdraw all of Kimball Hill's
ratings.

These specific rating actions were taken:

  -- Corporate family rating lowered to Ca from Caa2

  -- Probability of default rating lowered to D from Caa2;

  -- Rating on the $203 million senior subordinated notes lowered
     to C (LGD-5, 88%) from Ca (LGD-6, 90%).

Moody's intends to withdraw all of these ratings shortly.

Founded in Chicago in 1969, Kimball Hill, Inc. is one of the
largest private homebuilders in the U.S.  Revenues and net income
for the trailing twelve months ended Dec. 31, 2007 were
approximately $804 million and ($246) million, respectively.


KLEROS REAL: Moody's Junks Rating on $30 Mil. Notes From 'A3'
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade these notes issued by Kleros Real
Estate CDO I, Ltd.:

Class Description: $900,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due October 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $30,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due October

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $18,700,000 Class B Third Priority Senior
Secured Floating Rate Notes Due October 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

In addition Moody's also downgraded these notes:

Class Description: $20,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due October 2046

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

Class Description: $26,000,000 Class D Fifth Priority Mezzanine
Deferrable Fixed Rate Notes Due October 2046

  -- Prior Rating: Caa1, 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.


KNOLLWOOD CDO: Seven Classes of Notes Get Moody's Rating Cuts
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Knollwood CDO II Ltd.:

Class Description: Class A-1VF First Priority Senior Secured
Floating Rate Notes Due 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: Class A-2S Second Priority Senior Secured
Floating Rate Notes Due 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: Class A-2J Third Priority Senior Secured
Floating Rate Notes Due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: Class B Fourth Priority Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

In addition, Moody's downgraded these notes:

Class Description: Class C Fifth Priority Senior Secured
Deferrable Floating Rate Notes Due 2046

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

Class Description: Class D Sixth Priority Mezzanine Secured
Deferrable Floating Rate Notes Due 2046

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

Class Description: Class E Seventh Priorty Mezzanine Secured
Deferrable Floating Rate Notes 2046

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

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


LAGUNA SECA: Moody's Junks Ratings on Three Classes of Notes
------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Laguna Seca Funding I, Ltd., and left on review
for possible further downgrade the rating of one of these classes
of notes.  The notes affected by this rating action are:

Class Description: Up to $250,000,000 Class A-1 VFN Senior Secured
Floating Rate Notes due 2047

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

Class Description: $65,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $65,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $40,000,000 Class A-4 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $32,000,000 Class B Mezzanine Secured
Deferrable Floating Rate Notes due 2047

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

Class Description: $15,000,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes due 2047

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

Class Description: $13,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes due 2047

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on April 4,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Net Outstanding Portfolio Collateral Balance to
equal or exceed the sum of the Commitment Amount plus the
Aggregate Outstanding Amount of the Class A-1, A-2, and A-3 Notes,
as described in Section 5.1(h) of the Indenture dated March 28,
2007.

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 rating assigned to
the Class A-1 Notes remain on review for possible further action.

Laguna Seca Funding I, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.


LANDSOURCE COMMUNITIES: Gets Default Notice on $1BB Obligation
--------------------------------------------------------------
LandSource Communities Development LLC, a large real estate joint
venture by California Public Employees' Retirement System and
Lennar Corporation, obtained the default notice despite
negotiations to restructure $1.24 billion of debt, Michael Corkery
of The Wall Street Journal's relates.

As reported in the Troubled Company Reporter on April 22, 2008,
LandSource Communities were in talks with lenders on restructuring
a $1.24 billion debt after missing payments.

WSJ relates that the extension period to meet its current loan
terms, including a required payment, granted to the partnership
has expired on April 16.

According to TCR, LandSource is the most recent homebuilder hit by
the slump in the housing market.

LandSource's debt is syndicated issued by at least 100 creditors
with Barclays Capital as arranger, TCR reports.  The report
reveals that LandSource's assets were valued at $2.6 billion last
year.

WSJ discloses that 68% of LandSource is owned by MW Housing
Partners that includes CalPERS and 16% is owned by Cerberus
Capital unit, LNR.

The default notice will not increase the company's debt
considerations, WSJ says citing LandSource spokeswoman Tamara
Taylor.  Ms. Taylor told WSJ that LandSource's equity holders
aren't liable for the loan.

The company remains in talks with its lenders, WSJ states.

                Lennar's Two Vegas Projects Receive
                        Notices of Default

As reported in the Troubled Company Reporter on March 17, 2008,
two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Lennar, among others.  The default notices were
issued after an interest payment on a $765 million loan was left
unpaid.

The companies involved in the projects are presently negotiating
with lenders, a loan syndicate headed by J.P. Morgan Chase & Co.
and Wachovia Corp.  The partners in default are trying to talk out
the loan terms, which were patterned on past market conditions.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.

LandSource Communities Development LLC is a partnership that
includes the California Public Employees' Retirement System and
home builder Lennar Corporation.  It owns thousands of acres of
land in California, including 15,000 acres north of downtown Los
Angeles.


LB-UBS COMMERCIAL: Fitch Confirms Low-B Ratings on Three Classes
----------------------------------------------------------------
Fitch Ratings affirms LB-UBS commercial mortgage pass-through
certificates, series 2003-C5:

  -- $236.7 million class A-2 at 'AAA';
  -- $220 million class A-3 at 'AAA';
  -- $328.1 million class A-4 at 'AAA';
  -- Interest-only (I/O) class X-CL at 'AAA;
  -- Interest-only (I/O) class X-CP at 'AAA;
  -- $22.8 million class B at 'AAA';
  -- $24.6 million class C at 'AAA';
  -- $15.8 million class D at 'AAA';
  -- $15.8 million class E at 'AAA';
  -- $22.8 million class F at 'AA';
  -- $17.6 million class G at 'A+';
  -- $15.8 million class H at 'A';
  -- $10.5 million class J at 'A-';
  -- $14 million class K at 'BBB+';
  -- $12.3 million class L at 'BB+';
  -- $5.3 million class M at 'BB';
  -- $3.5 million class N at 'BB-'.

Class A-1 has paid in full. Fitch does not rate classes P, Q, S or
T.

The classes are affirmed due to stable Fitch-expected credit
enhancement levels since Fitch's last rating action.  As of the
April 2008 distribution date, the pool's aggregate principal
balance has decreased 29.4% to $992 million from $1.41 billion at
issuance.  25.4% of the pool has fully defeased, including one
shadow-rated loan (7.8%).

There are two specially serviced loans (1.9%), both with expected
losses.  All expected losses are anticipated to be fully absorbed
by the non-rated class T.  The largest specially serviced loan
(1.6%) is secured by a portfolio of two manufactured housing
communities in Lennon and Saginaw, Michigan.  The loan was
transferred due to poor performance pending maturity.  The other
specially serviced loan (0.3%) is secured by a multifamily
property located in Augusta, Georgia.  The loan was transferred to
special servicing in February 2007 due to delinquency.

At issuance, there were eight shadow-rated loans.  One has paid in
full (John Hancock Tower), and one is fully defeased - 70 Hudson
Street (7.8%).  The six remaining non-defeased shadow-rated loans
comprise 30.9% of the pool.  Fitch reviewed recent operating
statement analysis reports, rent rolls, and other performance
information provided by the master servicer.

The largest shadow-rated loan, the Westfield Shoppingtown
Portfolio (14.6%), is secured by two cross-collateralized cross-
defaulted regional malls.  Westfield Shoppingtown Plaza Bonita
consists of 429,474 square feet of an 820,353sf enclosed regional
mall located in National City, California.  Westfield Shoppingtown
Vancouver consists of 413,372sf of an 883,219sf regional mall
located in Vancouver, Washington.  As of year-end 2007 the Fitch-
stressed debt-service coverage for the portfolio has increased to
1.63 times (x) compared to 1.40x at issuance.  The mall's combined
overall occupancy as of YE 2007 was 84% compared to 86.3% at
issuance.  The Fitch-stressed debt service coverage ratio is
calculated based on a Fitch adjusted net cash flow and a stressed
debt service based on the current loan balances and a hypothetical
mortgage constant. The loan matures on June 11, 2033.

The other five shadow-rated loans, GGP Oakwood Mall (5.2%), GGP
Mall of the Bluffs (3.9%), GGP Birchwood Mall (3.9%), The Mall at
Steamtown (3.9%) and GGP Pierre Bossier Mall (3.3%) have had
stable or improved performance since issuance.

Nine loans comprising 22.5% of the pool mature in 2008, four of
which (16.3%) are shadow rated investment grade.  One of the loans
(1.2%) that matures in 2008 is specially serviced, and the other
eight are performing.

All of the investment-grade loans that mature in 2008 are secured
by shopping centers managed by General Growth Properties, a Real
Estate Investment Trust.  The maturing GGP loans have coupon rates
that range from 3.4% to 4.9% and a weighted average Fitch-stressed
DSCR of 1.76x.  Occupancy has been stable-to-improved since
issuance, and all of the loans are current.


LENNAR CORP: Venture Unit Gets Default Notice on $1BB Obligation
----------------------------------------------------------------
LandSource Communities Development LLC, a large real estate joint
venture by California Public Employees' Retirement System and
Lennar Corporation, obtained the default notice despite
negotiations to restructure $1.24 billion of debt, Michael Corkery
of The Wall Street Journal's relates.

As reported in the Troubled Company Reporter on April 22, 2008,
LandSource Communities were in talks with lenders on restructuring
a $1.24 billion debt after missing payments.

WSJ relates that the extension period to meet its current loan
terms, including a required payment, granted to the partnership
has expired on April 16.

According to TCR, LandSource is the most recent homebuilder hit by
the slump in the housing market.

LandSource's debt is syndicated issued by at least 100 creditors
with Barclays Capital as arranger, TCR reports.  The report
reveals that LandSource's assets were valued at $2.6 billion last
year.

WSJ discloses that 68% of LandSource is owned by MW Housing
Partners that includes CalPERS and 16% is owned by Cerberus
Capital unit, LNR.

The default notice will not increase the company's debt
considerations, WSJ says citing LandSource spokeswoman Tamara
Taylor.  Ms. Taylor told WSJ that LandSource's equity holders
aren't liable for the loan.

The company remains in talks with its lenders, WSJ states.

                Lennar's Two Vegas Projects Receive
                        Notices of Default

As reported in the Troubled Company Reporter on March 17, 2008,
two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Lennar, among others.  The default notices were
issued after an interest payment on a $765 million loan was left
unpaid.

The companies involved in the projects are presently negotiating
with lenders, a loan syndicate headed by J.P. Morgan Chase & Co.
and Wachovia Corp.  The partners in default are trying to talk out
the loan terms, which were patterned on past market conditions.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.

LandSource Communities Development LLC is a partnership that
includes the California Public Employees' Retirement System and
home builder Lennar Corporation.  It owns thousands of acres of
land in California, including 15,000 acres north of downtown Los
Angeles.


LNR CDO: Fitch Downgrades Ratings on Seven Note Classes to Low-Bs
-----------------------------------------------------------------
Fitch Ratings downgraded 11 classes of notes issued by LNR CDO IV
series 2006-1 Ltd. or Corp.(LNR CDO IV):

  -- $474.4 million class A to 'AA' from 'AAA';
  -- $204.2 million class B-FL to 'BBB' from 'AA';
  -- $10 million class B-FX to 'BBB' from 'AA';
  -- $55 million class C-FX to 'BB' from 'A';
  -- $73.2 million class C-FL to 'BB' from 'A';
  -- $54.1 million class D-FX to 'BB' from 'A-';
  -- $10 million class D-FL to 'BB' from 'A-';
  -- $72.1 million class E to 'B' from 'BBB+';
  -- $31.1 million class F-FX to 'B' from 'BBB';
  -- $25 million class F-FL to 'B' from 'BBB';
  -- $78.1 million class G to 'B-' from 'BBB-'.

Additionally, Fitch has removed classes A through G from Rating
Watch Negative, where they were originally placed on Jan. 16,
2008.  Fitch does not rate classes H, J, K, and preferred shares.

LNR CDO IV is a commercial real estate collateralized debt
obligation primarily backed by commercial mortgage backed
securities B-pieces that closed on March 2, 2006.  CMBS B-piece
resecuritizations (also referred to as first loss CRE CDOs
ReREMICs) are CRE CDOs and ReREMIC transactions that include the
most junior bonds of CMBS transactions.  LNR Partners, Inc. (rated
'CSS1' by Fitch as a commercial mortgage special servicer)
selected the initial collateral and serves as the collateral
administrator.

The collateral for this CDO consists predominantly of high-
yielding junior CMBS bonds.  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 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 commercial real estate 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.

LNR CDO IV is collateralized by all or a portion of 154 classes of
CMBS from 38 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 average for CMBS B-piece
resecuritizations, and the vintage distribution of the CMBS
collateral ranges from 1997 to 2006 (an average of 3.6 years of
seasoning).  Approximately 35.4% of the collateral currently is
rated below 'B-' or not rated, and therefore, is more susceptible
to losses in the near-term.  The majority of the collateral is
below investment grade, and approximately 2.7% is investment
grade.  LNR CDO IV holds 40% in the 'BB' category and 23% in the
'B' category.

The collateral has realized approximately $3 million in losses to
date, 0.2% of the original collateral.  Given the seasoning of the
collateral, this loss rate is relatively low.  However, additional
losses are projected with $360 million of the loans in the
underlying CMBS transactions currently 60 days or more delinquent.

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


LONG BEACH: Deterioration in Credit Support Cues S&P's Rating Cuts
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 67
classes of mortgage pass-through certificates from 12 transactions
issued by GSAMP Trust, JPMorgan Mortgage Acquisition Trust, Long
Beach Mortgage Loan Trust, and Terwin Mortgage Trust.

Concurrently, S&P placed its ratings on 18 classes on CreditWatch
with negative implications and affirmed S&P's ratings on 31
classes from these transactions.  Of the 12 subprime transactions
S&P reviewed, six were issued in 2005 and six were issued in 2006.
     
The downgrades reflect deterioration in available credit support
to these classes.  S&P addressed only the defaulted classes from
the affected 2006 deals because S&P had analyzed these
transactions as part of another recent review.  Although a
combination of subordination, excess spread, and
overcollateralization provides credit support to these subprime
transactions, O/C has been reduced to zero for all 12
transactions, which are seasoned 18 to 36 months.  

S&P lowered 15 ratings to 'D' due to the complete erosion of
credit support and realized losses incurred by the classes.  As of
the March 2008 remittance period, cumulative losses for the
affected 2005 deals, as a percentage of the respective original
pool balances, ranged from 1.85% (Terwin Mortgage Trust Series
TMTS 2005-6HE) to 3.40% (Long Beach Mortgage Loan Trust 2005-WL1,
structure 1).  Severe delinquencies (90-plus days, foreclosures,
and REOs) for the 2005 affected transactions ranged from 23.65%
(Long Beach Mortgage Loan Trust 2005-WL1, structure 2) to 39.66%
(Long Beach Mortgage Loan Trust 2005-3) of the current pool
balances.  The amount of severe delinquencies has significantly
increased for all 2005 deals during recent months, and the
delinquency pipelines do not indicate that these levels will
improve.  Most of these deals are failing their delinquency and
loss triggers due to the high levels of delinquencies and
significant monthly net losses.  
     
S&P placed its ratings on 18 classes from three transactions
issued in 2005 on CreditWatch negative.  While each of the
certificate classes with ratings placed on CreditWatch negative
lacks what S&P believes to be a sufficient amount of credit
enhancement relative to projected losses, S&P will take no further
rating actions until S&P has completed additional analysis.  S&P
expects to further evaluate the date of the projected defaults
versus the date of payment in full, as well as the relationships
between projected credit support and projected losses throughout
the remaining life of each certificate.
     
The affirmations of the remaining classes from these transactions
reflect loss coverage percentages that were sufficient at the
current rating levels as of the March 2008 distribution period.

                         Ratings Lowered

                           GSAMP Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-WMC1           M-4        362341PY9     CCC            A+
2005-WMC1           M-5        362341PZ6     CCC            A
2005-WMC1           M-6        362341PW3     CCC            A-
2005-WMC1           B-1        362341QA0     CCC            BBB+
2005-WMC1           B-2        362341QB8     CC             BBB+
2005-WMC1           B-3        362341QC6     CC             BB+
2005-WMC1           B-4        362341QD4     CC             B
2005-WMC1           B-5        362341QE2     D              CCC
2006-FM1            B-4        362334PW8     D              CC

                JPMorgan Mortgage Acquisition Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2006-WMC3           M-10       46629KAR0     D              CC

                  Long Beach Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-3              M-4        542514PA6     CCC            A+
2005-3              M-5        542514PB4     CCC            A
2005-3              M-6        542514PC2     CCC            A-
2005-3              M-7        542514PD0     CC             BBB+
2005-3              M-8        542514PE8     CC             BB
2005-3              M-9        542514PF5     CC             BB-
2005-3              M-10       542514PG3     CC             B
2005-3              M-11       542514PH1     D              CCC
2005-WL1            III-M1     542514MF8     AA             AA+
2005-WL1            III-M2     542514MG6     BBB            AA
2005-WL1            III-M3     542514MH4     B              A+
2005-WL1            I/II-M5    542514LM4     BBB            A
2005-WL1            III-M4     542514MJ0     CCC            A
2005-WL1            I/II-M6    542514LN2     BB-            A-
2005-WL1            III-M5     542514MK7     CCC            A-
2005-WL1            I/II-M7    542514LP7     B              BBB+
2005-WL1            III-M6     542514ML5     CCC            BBB+
2005-WL1            I/II-M8    542514LQ5     CCC            BBB
2005-WL1            III-M7     542514MM3     CCC            BBB
2005-WL1            III-M8     542514MN1     CC             BBB
2005-WL1            I/II-M9    542514LR3     CCC            BBB-
2005-WL1            III-M9     542514MS0     CC             BBB-
2005-WL1            I/II-B1    542514LS1     CC             BB+
2005-WL1            I/II-M10   542514LW2     CCC            BB+
2005-WL1            III-B1     542514MP6     CC             BB+
2005-WL1            III-B2     542514MQ4     D              BB
2005-WL1            I/II-B2    542514LT9     D              BB-
2005-WL1            I/II-B3    542514LU6     D              BB-
2005-WL1            III-B3     542514MR2     D              B+
2005-WL2            M-3        542514ND2     A              AA-
2005-WL2            M-4        542514NE0     BBB            A+
2005-WL2            M-5        542514NF7     BB             A+
2005-WL2            M-6        542514NG5     B              A
2005-WL2            M-7        542514NH3     CCC            BBB+
2005-WL2            M-8        542514NJ9     CCC            BBB+
2005-WL2            M-9        542514NK6     CCC            BBB
2005-WL2            M-10       542514NL4     CCC            BB+
2005-WL2            B-1        542514NQ3     CC             B
2005-WL2            B-2        542514NR1     CC             CCC
2005-WL2            B-3        542514NS9     D              CCC
2006-2              M-10       542514UE2     D              CC
2006-3              B          542514UX0     D              CC
2006-4              M-11       54251MAR5     D              CC
2006-WL2            B-1        542514SP0     D              CC

                      Terwin Mortgage Trust
                                                       Rating
Transaction        Class      CUSIP         To             From
TMTS 2005-16HE     M-4A       881561ZP2     CCC            BB
TMTS 2005-16HE     M-4B       881561ZQ0     CCC            B
TMTS 2005-16HE     M-5A       881561ZR8     CC             B
TMTS 2005-16HE     M-5B       881561ZS6     CC             B
TMTS 2005-16HE     M-6A       881561ZT4     CC             B
TMTS 2005-16HE     M-6B       881561ZU1     CC             B
TMTS 2005-16HE     B-1        881561ZV9     CC             CCC
TMTS 2005-16HE     B-2        881561ZW7     CC             CCC
TMTS 2005-16HE     B-3        881561ZX5     D              CCC
TMTS 2005-6HE      B-2        881561RG1     BB             BBB+
TMTS 2005-6HE      B-3        881561RH9     B              BB
TMTS 2005-6HE      B-4        881561TH7     CC             CCC
TMTS 2005-6HE      B-5        881561TJ3     D              CCC

              Ratings Placed on CreditWatch Negative

                            GSAMP Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-WMC1           M-1        362341PU7     AA+/Watch Neg  AA+
2005-WMC1           M-2        362341PV5     AA/Watch Neg   AA
2005-WMC1           M-3        362341PX1     AA-/Watch Neg  AA-

                  Long Beach Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-3              I-A        542514NT7     AAA/Watch Neg  AAA
2005-3              II-A2      542514NV2     AAA/Watch Neg  AAA
2005-3              II-A3      542514NW0     AAA/Watch Neg  AAA
2005-3              M-1        542514NX8     AA+/Watch Neg  AA+
2005-3              M-2        542514NY6     AA/Watch Neg   AA
2005-3              M-3        542514NZ3     AA-/Watch Neg  AA-

                       Terwin Mortgage Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-16HE           AF-3       881561ZB3     AAA/Watch Neg  AAA
2005-16HE           AV-2       881561ZF4     AAA/Watch Neg  AAA
2005-16HE           AV-3       881561ZG2     AAA/Watch Neg  AAA
2005-16HE           M-1A       881561ZH0     AA+/Watch Neg  AA+
2005-16HE           M-1B       881561ZJ6     AA+/Watch Neg  AA+
2005-16HE           M-2A       881561ZK3     AA/Watch Neg   AA
2005-16HE           M-2B       881561ZL1     AA/Watch Neg   AA
2005-16HE           M-3A       881561ZM9     A+/Watch Neg   A+
2005-16HE           M-3B       881561ZN7     BBB+/Watch Neg BBB+

                        Ratings Affirmed

                           GSAMP Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-WMC1           A-3        362341PS2     AAA
          2005-WMC1           A-4        362341PT0     AAA

                  Long Beach Mortgage Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-WL1            I-A-1      542514LC6     AAA
          2005-WL1            II-A4      542514LG7     AAA
          2005-WL1            III-A3     542514ME1     AAA
          2005-WL1            I/II-M1    542514LH5     AA+
          2005-WL1            I/II-M2    542514LJ1     AA
          2005-WL1            I/II-M3    542514LK8     AA-
          2005-WL1            I/II-M4    542514LL6     A+
          2005-WL2            I-A1       542514NM2     AAA
          2005-WL2            I-A2       542514MV3     AAA
          2005-WL2            II-A1      542514NN0     AAA
          2005-WL2            II-A2      542514NP5     AAA
          2005-WL2            III-A1     542514MW1     AAA
          2005-WL2            III-A1A    542514MX9     AAA
          2005-WL2            III-A3     542514MZ4     AAA
          2005-WL2            III-A4     542514NA8     AAA
          2005-WL2            M-1        542514NB6     AA+
          2005-WL2            M-2        542514NC4     AA

                       Terwin Mortgage Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-16HE           AF-2       881561ZA5     AAA
          2005-16HE           AF-4       881561ZC1     AAA
          2005-16HE           AF-5       881561ZD9     AAA
          2005-6HE            A-1C       881561QX5     AAA
          2005-6HE            S          881561QY3     AAA
          2005-6HE            M-1        881561QZ0     AA+
          2005-6HE            M-2        881561RA4     AA+
          2005-6HE            M-3        881561RB2     AA
          2005-6HE            M-4        881561RC0     AA
          2005-6HE            M-5        881561RD8     A+
          2005-6HE            M-6        881561RE6     A+
          2005-6HE            B-1        881561RF3     A


MAGNOLIA FINANCE: Moody's Junks Ratings on Seven Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Magnolia Finance II plc:

Class Description: Series 2006-8B $ 17,500,000 ABS Portfolio
Variable Rate Notes due November 2044

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: Series 2006-9A $ 55,000,000 ABS Portfolio
Variable Rate Notes due March 2045

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: Series 2006-8C $ 33,500,000 ABS Portfolio
Variable Rate Notes due November 2044

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

Class Description: Series 2006-8DG GBP 5,000,000 ABS Portfolio
Variable Rate Notes due November 2044

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

Class Description: Series 2006-8DU $ 50,500,000 ABS Portfolio
Variable Rate Notes due November 2044

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

Class Description: Series 2006-9B $ 50,000,000 ABS Portfolio
Variable Rate Notes due March 2045

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

Class Description: Series 2006-9E2 $ 4,250,000 ABS Portfolio
Variable Rate Notes due November 2037

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

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


MAIN KNITTING: Chapter 15 Petition Summary
------------------------------------------
Petitioner: Ernst & Young, Inc.
            Attn: Deily, Mooney & Glastetter, LLP
            8 Thurlow Terrace
            Albany, NY 12203

Debtor: Main Knitting, Inc.
        6666 Saint-Urbain Street
        Montreal, Canada

Case No.: 08-11272

Debtor-affiliates filing separate Chapter 15 petitions:

        Entity                                     Case No.
        ------                                     --------
        Main Knitting Inc. (USA)                   08-11273
        Main Knitting (USA), LLC                   08-11274

Type of Business: The Debtors manufacture and sell clothing in
                  Montreal, Quebec, Canada.  In addition, they
                  have operations in Champlain, New York, where
                  their products are imported and distributed.  
                  See http://www.mainknit.com/

                  On April 1, 2008, the Debtors filed a Petition
                  for the Issuance of an Initial Order Pursuant to
                  Sections 4, 5, and 11 of the Companies
                  Creditors Arrangement Act (CCAA) with the
                  Canadian Court.  On April 3, 2008, the Canadian
                  Court issued its Initial Order pursuant to
                  Sections 4, 5 and 11 of CCAA, as amended.  On
                  April 14, 2008, the Canadian Court extended the
                  stay provided for by the Initial Order to and
                  including May 22, 2008.

Chapter 15 Petition Date: April 24, 2008

Court: Northern District of New York (Albany)

Petitioner's Counsel: Jonathan D. Deily, Esq.
                      Email: jdeily@deilylawfirm.com
                      Deily, Mooney & Glastetter, LLP
                      8 Thurlow Terrace
                      Albany, NY 12203
                      Tel: (518) 436-0344
                      http://www.deilylawfirm.com/

Estimated Assets: $50 million to $100 million

Estimated Debts:  $50 million to $100 million


MAJESTIC STAR: S&P's Cuts Corporate Credit Rating to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Las
Vegas, Nevada-based Majestic Star Casino LLC; the corporate credit
rating was lowered to 'CCC+' from 'B-'.  Ratings on the company
were removed from CreditWatch, where they were placed Feb. 13,
2008, with negative implications.  The rating outlook is negative.
     
The rating downgrade reflects S&P's increased concern about
Majestic Star's liquidity position -- despite a recent amendment
to the covenants governing its $80 million revolving credit
facility -- given existing and anticipated negative trends in the
operating performance of its properties.  In addition, beginning
on Oct. 15, 2008, cash interest under a $63.5 million senior
unsecured note issued by Majestic Star's parent company, Majestic
Holdco LLC, will begin to accrue, with the first payment due on
April 15, 2009.  These notes, which were issued to partially
finance the Trump Indiana acquisition in late 2005, are structured
to accrue pay-in-kind interest until Oct. 15, 2008.  Given
Majestic Star's limited liquidity, as well as restrictions on
distributions imposed by the company's debt obligations, the
ability to meet this first cash interest payment is doubtful under
the existing capital structure.  As of Dec. 31, 2007, credit
measures were weak, with total debt to EBITDA of 8.9x and EBITDA
coverage of interest of 1.1x (including HoldCo debt and PIK
interest).
     
The 'CCC+' rating reflects heightened concern regarding the
company's ability to service its debt obligations over the next 12
months, its second-tier positions within highly competitive
markets, and limited flexibility to invest in its assets given
weak credit metrics and modest cash flow generation.
     
Majestic Star's credit measures as of Dec. 31, 2007 were weak.   
Operating lease-adjusted debt leverage, including the senior
unsecured HoldCo notes, was 8.9x.  In addition, EBITDA coverage of
interest has continued to decline to just 1.1x, including PIK
interest on the HoldCo notes.  Given the previously mentioned
competitive issues, these metrics are likely to weaken over the
next few quarters.


MONTAUK POINT: Weak Credit Quality Cues Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Montauk Point CDO II, Ltd.:

Class Description: $340,000,000 Class A-1S Senior Secured Floating
Rate Notes due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $34,250,000 Class A-1J Senior Secured Floating
Rate Notes due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

In addition, Moody's downgraded these notes:

Class Description: $50,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2046

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

Class Description: $15,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2046

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

Class Description: $15,500,000 Class A-4 Secured Deferrable
Floating Rate Notes due 2046

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

Class Description: $20,500,000 Class B Secured Deferrable Floating
Rate Notes due 2046

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

Class Description: $5,000,000 Class C Secured Deferrable Floating
Rate Notes due 2046

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

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


MARGATE FUNDING: Moody's Reviews 'Ba1' Rating on $30 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Margate Funding I, Ltd.

Class Description: $100,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2044

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

Class Description: $40,000,000 Class A2 Senior Secured Floating
Rate Notes due 2044

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

Class Description: $30,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes due 2044

  -- Prior Rating: A3
  -- Current Rating: Ba1, on review for possible downgrade

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


MEDIACOM COMMS: Dec. 31 Balance Sheet Upside-Down by $253 Million
-----------------------------------------------------------------
Mediacom Communications Corp.'s consolidated balance sheet at
Dec. 31, 2007, showed $3.615 billion in total assets, and
$3.868 billion in total liabilities, resulting in a $253 million
total stockholders' deficit.

At Dec. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $125 million in total current
assets available to pay $393 million in total current liabilities.

                      Fourth Quarter Results

The company reported a net loss of $36.9 million for the fourth
quarter ended Dec. 31, 2007, compared with a net loss of
$3.6 million for the same period of 2006.

Revenues increased 6.2% to $332.5 million from $313.1 million in
the fourth quarter of 2006, reflecting strong contributions from
Mediacom's data and phone businesses.

Total operating costs grew 5.4% to $213.0 million, primarily due
to: (i) higher expenses related to corresponding growth in phone
and data customers; (ii) increases in programming unit costs;
(iii) greater taxes and fees; and (iv) higher billing and
marketing expenses; offset in part by a reduction in call center
telecommunications and advertising sales expenses.

Adjusted operating income before depreciation and amortization
(Adjusted OIBDA) increased 7.7% to $119.5 million, resulting in an
Adjusted OIBDA margin of 36.0%, up from 35.5% in the prior year
period.  

                            2007 Results

The company incurred a net loss for the year ended Dec. 31, 2007,
of $95.1 million, as compared to a net loss of $124.9 million for
the year ended Dec. 31, 2006.  

Revenues rose 6.9% to $1.293 billion from $1.210 billion in 2006,  
largely attributable to the growth in the company's data and phone
customers.  Revenue generating units (RGUs) grew 5.1% year-over-
year, and average total monthly revenue per RGU was 0.9% higher
than the prior year.

a) Video Revenues

Video revenues increased 1.1%, due to higher service fees from the
company's advanced video products and services such as DVRs and
HDTV, offset by a lower number of basic subscribers.  

During the year ended Dec. 31, 2007, the company lost 56,000 basic  
subscribers, including a significant number of basic subscribers
lost in connection with the retransmission consent dispute with an
owner of a major television broadcast group, and the sale of the
period of cable systems serving on a net basis 6,300 basic
subscribers, as compared to a loss of 43,000 basic subscribers in
the prior year.

b) Data Revenues

Data revenues rose 17.4%, primarily due to a 13.8% year-over-year
increase in data customers.  Data customers grew by 80,000, as
compared to a gain of 100,000 in the prior year, ending the year
with 658,000 customers, or a 23.2% penetration of estimated homes
passed.

c) Phone Revenues

Phone revenues grew 107.0%, primarily due to a 76.2% year-over-
year increase in phone customers.  Phone customers grew by 80,000,
as compared to a gain of 83,000 in the prior year, ending the year
with 185,000 customers, or a 7.3% penetration of estimated
marketable phone homes.  As of Dec. 31, 2007, Mediacom Phone was
marketed to nearly 90% of the company's 2.84 million estimated
homes passed.

d) Advertising Revenues

Advertising revenues increased by 4.2%, as a result of stronger
national advertising sales, despite a meaningful decline in
political advertising from the prior year.

                          Service Costs

Service costs rose 10.4% to $544.1 million, primarily due to
customer growth in the company's phone and HSD services and
increases in programming and field operating expenses.  

                          SG&A Expenses

Selling, general and administrative expenses rose 4.5% to
$264.0 million, principally due to higher marketing, bad debt and
billing expenses, offset in part by reductions in  
telecommunication and employee benefit costs.  Selling, general
and administrative expenses as a percentage of revenues were 20.4%
and 20.9% for the years ended Dec. 31, 2007, and 2006,
respectively.

                        Corporate Expenses

Corporate expenses rose 8.6% to $27.6 million, principally due to
increases in non-cash, share-based compensation, and legal fees.
Corporate expenses as a percentage of revenues were 2.1% for each
of the years ended Dec. 31, 2007, and 2006.

                  Depreciation and Amortization

Depreciation and amortization increased 9.0% to $235.3 million,
primarily due to increased deployment of customer premise
equipment and related installation activities.

                          Adjusted OIBDA

Adjusted OIBDA rose 4.2% to $463.0 million, due to revenue growth,
especially in data and phone, offset in part by increases in
service costs and selling, general and administrative expenses.

Operating income decreased 0.6% to $222.3 million, largely due to
higher depreciation and amortization and service costs.

                         Interest Expense

Interest expense, net, increased by 5.2% to $239.0 million,
primarily due to higher average indebtedness, the expiration of
certain interest rate hedging agreements with favorable rates and
higher market interest rates on variable rate debt.

                      Losses on Derivatives

The company recorded losses on derivatives amounting to
$22.9 million and $15.8 million for the years ended Dec. 31, 2007,
and 2006, respectively, related to interest rate exchange
agreements, or "interest rate swaps," that the company entered
into with counterparties to fix the interest rate on a portion of
the its  variable rate debt to reduce the potential volatility in  
interest expense that would otherwise result from changes in
variable market interest rates.  As of Dec. 31, 2007, the company
had interest rate swaps with an aggregate notional amount of
$1.0 billion.

               Loss on Early Extinguishment of Debt

The company incurred a loss on early extinguishment of debt of
$35.8 million for the year ended Dec. 31, 2006, as a result of the
company's redemption of its 11% senior notes due 2013.  There was
no loss on early extinguishment of debt in the year ended Dec. 31,
2007.

                    Provision for Income Taxes

The provision for income taxes was approximately $57.6 million for
the year ended Dec. 31, 2007, as compared to a provision for
income taxes of $59.7 million for the year ended Dec. 31, 2006.  

During the year ended Dec. 31, 2007, the company determined that
an additional portion of its deferred tax assets from net
operating loss carryforwards will not be realized under the more-
likely-than-not standard required by SFAS No. 109, "Accounting for
Income Taxes."  As a result, the company increased its valuation
allowance and recognized a $57.3 million corresponding non-cash
charge to income tax expense for the year ended Dec. 31, 2007.

                      Management's Comments

"We finished 2007 on a strong note, as we realized in the fourth
quarter the highest Adjusted OIBDA growth and RGU gains of the
year, made possible in part by a dramatic reduction in basic
subscriber losses," said Rocco B. Commisso, Mediacom's chairman
and chief executive officer.  "Combined revenues from our data and
phone products grew by 23%, reflecting their penetration gains as
customers increasingly recognize the value proposition of our
"ViP" triple play offers."

"In 2008, we plan to make greater investments in our cable
network, mainly to ready ourselves for the digital transition in
February 2009.  However, even after increased capital spending, we
see an improvement of about $18 million in free cash flow relative
to 2007, as we expect a meaningful reduction in interest expense,"
concluded Mr. Commisso.

                 Liquidity and Capital Resources

The company expects to meet interest expense and principal
payments, capital spending and other requirements through a
combination of net cash flows from operating activities, borrowing
availability under its bank credit facilities and the company's  
ability to secure future external financing.

As of Dec. 31, 2007, the company's total debt was $3.215 billion.  
Of this amount, $94.5 million matures during the year ending
Dec. 31, 2008.  During the year ended Dec. 31, 2007, the company
paid cash interest of $245.1 million, net of capitalized interest.  

As of Dec. 31, 2007, the company had unused revolving credit
commitments of $645.4 million, all of which could be borrowed and
used for general corporate purposes based on the terms and
conditions of our debt arrangements.

                          *     *     *

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?2b1b

                  About Mediacom Communications

Based in Middletown, New York, Mediacom Communications Corporation
(Nasdaq: MCCC) -- http://www.mediacomcc.com/-- is a cable  
television company focused on serving the smaller cities and towns
in the United States.  The companyoffers a wide array of broadband
products and services, including traditional video services,
digital television, video-on-demand, digital video recorders,
high-definition television, high-speed Internet access and phone
service.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2008,
Moody's Investors Service affirmed its 'B1' corporate family
rating for Mediacom Communications Corp..  The rating outlook
remains stable.


MERRILL LYNCH MORTGAGE: S&P Cuts Ratings on Five Classes of Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage loan asset-backed certificates from Merrill
Lynch Mortgage Investors Trust 2005-FM1 and removed them from
CreditWatch with negative implications.  The rating on the class
M-2 certificates remains on CreditWatch with negative
implications.  Concurrently, S&P affirmed its ratings on the
remaining classes from this transaction.
     
The lowered ratings reflect the deterioration of available credit
support for these transactions combined with projected credit
support percentages that are insufficient to maintain the ratings
at their previous levels.  S&P's projected credit support
percentages are based on the dollar amount of loans in the
delinquency pipeline.  Based on the current collateral performance
of this transaction, S&P projects future credit enhancement will
be significantly lower than the original credit support for the
previous ratings.  Over time, the failure of excess interest to
cover monthly losses has completely depleted
overcollateralization, leading to a principal write-down of class
B-3 in September of 2007, which prompted us to downgrade the class
to 'D'.  Cumulative losses for this transaction were 2.01% of the
original pool balance.  Total delinquencies and severe
delinquencies (90-plus days, foreclosures, and REOs) were 45.30%
and 31.97% of the current pool balance, respectively.  Over the
past 12 months, the amount of severe delinquencies in this
transaction has increased by $42.66 million, or 1.8x.   
     
Standard & Poor's will continue to closely monitor the performance
of the class M-2 certificates.  If projected credit support
continues to deteriorate, S&P will take further negative rating
action on this class within the next several months.  Conversely,
if this trend reverses, S&P will affirm the rating and remove it
from CreditWatch.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the ratings at their
current levels.  As of the March 2008 distribution report, credit
support for these classes averaged 32.67% of the current pool
balance.  In comparison, the ratio of current credit enhancement
to original enhancements averaged 2.79x.
     
A combination of subordination, excess interest, and O/C (prior to
its complete erosion) provide credit enhancement for this
transaction.  The collateral supporting this series consists of a
subprime pool of fixed- and adjustable-rate mortgage loans secured
by first liens on one- to four-family residential properties.

       Ratings Lowered and Removed From CreditWatch Negative

          Merrill Lynch Mortgage Investors Trust 2005-FM1
              Mortgage loan asset-backed certificates

                                 Rating
                                 ------
               Class       To              From
               -----       --              ----
               M-3         BBB             AA-/Watch Neg
               M-4         B+              BBB+/Watch Neg
               M-5         B               BB/Watch Neg
               M-6         CCC             B/Watch Neg
               B-1         CCC             B/Watch Neg

              Rating Remaining on CreditWatch Negative

          Merrill Lynch Mortgage Investors Trust 2005-FM1
              Mortgage loan asset-backed certificates

                         Class       Rating
                         -----       ------
                         M-2         AA/Watch Neg

                          Ratings Affirmed

          Merrill Lynch Mortgage Investors Trust 2005-FM1
              Mortgage loan asset-backed certificates

                         Class              Rating
                         -----              ------
                         A-1A, A-1B         AAA       
                         A-2C, A-2D         AAA            
                         M-1                AA+
                         B-2                CCC           


MEZZANINE PORTFOLIO: Moody's Junks Rating on $7.5MM Notes From B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating on these notes
issued by Mezzanine Portfolio Credit Default Swap (Sub-Swap III):

Class Description: $7,500,000 Initial Tranche Notional Amount
Credit Default Swap

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

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


MICHAEL KESSEL: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael W. Kessel
        12 Lexington Avenue
        Bradford, MA 01835

Bankruptcy Case No.: 08-40940

Chapter 11 Petition Date: March 27, 2008

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Michael B. Feinman
                  (mbf@feinmanlaw.com)
                  Feinman Law Offices
                  23 Main Street
                  Andover, MA 01810
                  Tel: (978) 4750-080
                  Fax: (978) 4750-852

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

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

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim        Claim Amount
   ------                     ---------------        ------------
Homecomings Financial         Value of Collateral:   $432,000
P.O. Box 8900036              $310,000
Dallas, TX 75389

Countrywide Home Loans        Value of Collateral:   $410,000
P.O. Box 961206               $310,000
FTWX-22
Forth Worth, TX
76161-0206

Countrywide Home Loans        Value of Collateral:   $410,000
P.O. Box 660694               $310,000
Dallas, TX
75266-0694

ASC                           Value of Collateral:   $362,416
P.O. Box 1820                 $300,000
Newark, NJ 070101

                              Value of Collateral:   $334,700
                              $300,000
                             
                              Value of Collateral:   $126,000
                              $0

Washington Mutual                                    $247,834

American Express                                     $93,000

Bank of America N.A.                                 $56,000

Specialized Loan Services     Value of Collateral:   $33,000
                              $18,000

Bank of America                                      $29,000

Chase Cardmember Services                            $16,000

Chase                                                $14,700

Berube Brothers                                      $14,000

Citibank                                             $12,500


ML-CFC COMMERCIAL: Fitch Maintains Low-B Ratings on Six Classes
---------------------------------------------------------------
Fitch Ratings affirmed ML-CFC Commercial Mortgage Trust's
commercial mortgage pass-through certificates, series 2007-6:

  -- $23,532,102 class A-1 at 'AAA';
  -- $170,430,000 class A-2 at 'AAA';
  -- $150,000,000 class A-2FL at 'AAA';
  -- $60,689,000 class A-3 at 'AAA';
  -- $728,987,000 class A-4 at 'AAA';
  -- $364,195,028 class A-1A at 'AAA';
  -- $214,593,000 class AM at 'AAA';
  -- $107,403,000 class A-J at 'AAA';
  -- $75,000,000 class AJ-FL at 'AAA';
  -- $2,145,926,359 class X* at 'AAA';
  -- $42,919,000 class B at 'AA';
  -- $16,094,000 class C at 'AA-';
  -- $34,872,000 class D at 'A';
  -- $18,776,000 class E at 'A-';
  -- $24,142,000 class F at 'BBB+';
  -- $24,142,000 class G at 'BBB';
  -- $26,824,000 class H at 'BBB-';
  -- $5,365,000 class J at 'BB+';
  -- $5,365,000 class K at 'BB';
  -- $5,364,000 class L at 'BB-';
  -- $5,365,000 class M at 'B+';
  -- $5,365,000 class N at 'B';
  -- $5,365,000 class P at 'B-';
  -- $26,824,359 class Q at 'NR'.

             * Notional amount and interest only.

The affirmations are the result of stable performance since
issuance.  As of the March 2008 distribution date, the pool's
certificate balance has decreased 0.22% to $2,141,611,489 from
$2,145,926,359 at issuance.  There have been no specially serviced
or delinquent loans since issuance.  Eighty-two loans (83.4%) are
interest-only or partial interest-only.

Fitch reviewed servicer provided operating statement analysis for
the two shadow rated loans: Peter Cooper Village and Stuyvesant
Town (9.5%), and Westfield Park (7.0%).  Due to their stable
performance since issuance the loans maintain their investment
grade shadow ratings.

Peter Cooper Village and Stuyvesant Town (9.5%) is the largest
loan in the pool and is collateralized by a multifamily property
comprised of 56 multistory buildings with 110 different addresses,
situated on 80 acres, including a total of 11,227 residential
apartments located in Manhattan, New York.  In addition to the
residential component, the complex contains approximately 100,000
square feet of retail space, 20,000 sf of professional office
space, and six parking garages with 2,260 licensed spaces.  The
property benefits from the strong sponsorship of Tishman Speyer
Properties, LP and Blackrock Realty.  The trust portion represents
a $1.5 million pari passu piece of the entire $3.0 billion A-note.   
There is an additional $1.5 billion of mezzanine debt outside the  
trust.  As of Feb. 15, 2008, occupancy is 92.7% compared to 98.3%
at issuance.

Westfield Park (7.0%) is a 1,588,360 sf regional mall, located in
Strongsville, Ohio.  The mall is anchored by Dillards (210,992
SF), Macy's (178,173 SF), Sears (167,400 SF), and J.C. Penny
(145,330 SF), which are not part of the collateral. As of December
2007, the in-line occupancy was 95.3% compared to 89.4% at
issuance.


MORTGAGEIT CERTIFICATES: Moody's Downgrades Ratings on 12 Tranches
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 12 tranches
from two Alt-A transactions issued by MortgageIT.  Seven tranches
remain on review for possible further downgrade.  Additionally, 5
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:

Issuer: MortgageIT Mortgage Loan Trust, Mortgage Loan Pass-Through
Certificates, Series 2006-1

  -- Cl. 1-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 1-B1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-B2, Downgraded to Ca from Ba2

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

Issuer: MortgageIT Securities Corp. Mortgage Loan Trust, Series
2007-1

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

  -- Cl. 2-A-1-7, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa2 from Baa3; Placed Under Review
     for further Possible Downgrade

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

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

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


MSC-MEDICAL SERVICES: Moody's Junks Rating on Weak Credit Metrics
-----------------------------------------------------------------
Moody's Investors Service lowered MSC-Medical Services Company's  
Corporate Family Rating to Caa1 from B3.  Concurrently, Moody's
lowered the Probability of Default Rating to Caa1 from B3 and the
rating on the $150 million Second Lien Notes to Caa1 from B3.  The
ratings outlook remains negative.

The downgrade of the company's Corporate Family Rating to Caa1
from B3 reflects the company's weak credit metrics which were
lower than Moody's expectations resulting from the loss of the
pharmaceutical benefits management contract with Liberty Mutual,
its largest customer, in 2007.  The downgrade also reflects the
company's weak liquidity profile, significant customer
concentration with the top 10 customers comprising 43.4% of the
company's unadjusted billings, and non-exclusivity of the
company's contracts.

The negative ratings outlook reflects the absence of cushion under
MSC's credit metrics if the company were to experience a further
material loss of customers and insufficient replacement of new
business.  The outlook also reflects that the company will not use
its cash outside of Moody's expectations.

These ratings were downgraded:

  -- Corporate Family Rating to Caa1 from B3;

  -- Probability of Default Rating to Caa1 from B3, and;

  -- Rating on the $150 million Second Lien Notes due 2011 to Caa1
     (LGD3/44%) from B3 (LGD3/46%).

Headquartered in Jacksonville, Florida, MSC-Medical Services
Company is one of the largest procurement providers of pharmacy
and medical products and services to workers' compensation payors
in the U.S.  For the twelve months ended Dec. 31, 2007, the
company reported approximately $313 million in revenues.


MUSICLAND HOLDING: Court Awards Professionals $10MM Final Payment
-----------------------------------------------------------------
At the  behest of the retained professionals in Musicland
Holdings Corp. and its debtor-affiliates, the Honorable Stuart M.
Bernstein of the U.S. Bankruptcy Court for the Southern District
of New York awards these firms their final fees and expenses:
   
Professional            Fee Period             Fees     Expenses
------------            ----------             ----     --------
Kirkland & Ellis     01/12/2006-01/18/2008  $5,306,660  $403,829

FTI Consulting, Inc. 12/12/2005-01/12/2006   1,183,738   123,414

Hahn & Hessen LLP    02/21/2006-01/20/2006   1,704,729    85,027

Curtis,              01/13/2006-01/18/2008     996,198    33,005
Mallet-Prevost,       
Colt & Mosle LLP

Guiliani Capital     01/20/2006-01/18/2008     467,000    22,842
Advisors, LLC

Olsham Grundman      01/25/2006-02/29/2008     381,583    20,751
Frome Rosenzweig
& Woolsky LLP

Donlin, Recano &     02/09/2006-01/18/2008      42,466    12,761
Company, Inc.

                     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)


NEW CENTURY ALTERNATIVE: Moody's Cuts Ratings on 10 Tranches
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 10 tranches
from two Alt-A transactions issued by New Century Alternative
Mortgage Loan Trust.  Three tranches remain on review for possible
further 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:

Issuer: New Century Alternative Mortgage Loan Trust 2006-ALT1

  -- Cl. M-4, Downgraded to A2 from A1

  -- Cl. M-5, Downgraded to Baa2 from A2

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

Issuer: New Century Alternative Mortgage Loan Trust 2006-ALT2

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

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

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

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

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

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


NWGOC CREDIT DERIVATIVE: Moody's Reviews 'Ba1' Rating
-----------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these Credit Derivative
Transaction:

Class Description: Credit Derivative Transaction Ref. No. NWGOC

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating action reflects increased
deterioration in the credit quality of the reference portfolio.


NORTH COVE: Moody's to Review B1 Rating on $44 Mil. Notes
---------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
North Cove CDO III, Ltd.:

Class Description: $132,000,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2045

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $74,000,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2045

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $44,000,000 Class C Third Priority Senior
Secured Floating Rate Notes Due 2045

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

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


NORTHAMPTON GENERATING: Fitch Cuts Rating on $153 Mil. Bonds to B
-----------------------------------------------------------------
Fitch Ratings downgraded the rating on Northampton Generating Co.,
L.P.'s $153 million senior tax-exempt series 1994 A resource
recovery revenue bonds due 2009 to 2019 to 'B' from 'BB-'.  The
Rating Outlook is Stable.  The debt was issued by the Pennsylvania
Economic Development Financing Authority in 1994 and the proceeds
loaned to Northampton.

The rating action is due to Fitch's expectation that Northampton
will frequently rely on reserve accounts and deferment of
subordinated expenses to pay its scheduled debt service through
maturity of the rated bonds.  Fitch expects current fuel price
levels to persist, which have risen significantly since 2005.   
Higher fuel costs largely are due to petroleum coke prices, which
have risen to uneconomic levels, and substantially increased
transportation fuel costs.  Tire-derived fuel was approved for use
in 2007 and is being utilized in the current fuel mix, but is not
expected by Fitch to significantly improve the average cost of
fuel.  Northampton has been susceptible to a variety of operating
issues that reduce cash flow.  The capacity factor in 2007 was
approximately 88%, and the debt service coverage ratio was
approximately 1.0 times.  Escalation of contracted revenue rates
has lagged original projections, and the fixed portion of revenue
rates will step down in 2010, coinciding with peak scheduled
senior debt service.  Debt service coverage ratios are projected
to fluctuate near break-even levels for the remaining term of the
rated bonds.

In January 2008, the Pennsylvania Public Utility Commission denied
approval of a proposed amendment to Northampton's power purchase
agreement.  The amendment would have terminated the PPA and
proposed a restructuring of the rated bonds.  Barring relief from
its obligations under the PPA, Fitch expects Northampton's
operating cash flows and financial cushion to remain weak through
the term of the debt.

Northampton consists of a 112 megawatt coal-fired qualifying
facility in Northampton County, Pennsylvania, that supplies energy
to Metropolitan Edison Co. (Issuer Default Rating 'BBB-' by Fitch)
under a long-term PPA.  Northampton is structured as a limited
partnership and is owned by indirect subsidiaries of EIF
Management, LLC and Cogentrix Energy, LLC.  Subsidiaries of
Cogentrix manage the partnership and perform operations and
maintenance at the facility.


OSYKA CORP: Court Approves Bidding Procedures for Sale of Assets
----------------------------------------------------------------
The Hon. Marvin Isgur of the United States Bankruptcy Court for
the Southern District of Texas approved Osyka Corporation and
Osyka Permian LLC's proposed bidding procedures for the sale of
their assets, Dawn McCarty of Bloomberg News reports.

A hearing to consider final approval of the sale is scheduled on
July 17, 2008, reports say.

As reported in the Troubled Company Reporter on April 14, 2008,
the Debtors have entered into a settlement agreement with their
secured lenders J. Aron & Company and Texas Capital Bank, relating
to the allocation of a minimum "strike price" of at least
$67 million.  The secured lenders also agreed to put off their
$66.5 million credit bid under the agreement.

All qualified bids along with a "good faith deposit" of 10% of the
initial purchase price must be submitted no later than 5:00 p.m.,
on July 3, 2008.

An auction will be held on July 10, 2008, at 1:30 p.m., at
515 Rusk, Courtroom 404 in Houston, Texas.  During the auction,
bidding will commence with the highest qualified bid and continue
in minimum increments of at least $100,000.

A full-text copy of the Settlement Agreement is available for free
at http://ResearchArchives.com/t/s?2a74

                     About Osyka Corporation

Headquartered in Houston, Texas, Osyka Corporation --
http://www.osyka.com/-- is an oil and gas company.  The company     
filed for Chapter 11 protection on March 3, 2008 (Bankr. S.D. Tex.
Case No.08-31467).   H. Rey Stroube, III, Esq., represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in this case to date.  

Bloomberg says, citing court documents filed March 28, 2008, that
the Debtors listed total assets of $109.7 million and total debts
of $83.8 million during their bankruptcy filing.


OWNIT MORTGAGE: S&P Downgrades Ratings on Three Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-1, M-2, and M-3 mortgage pass-through certificates from
Ownit Mortgage Loan Trust Series 2005-3 and removed them from
CreditWatch with negative implications.  At the same time, S&P
affirmed its ratings on the remaining classes from this
transaction.
     
The lowered ratings reflect the deterioration of available credit
support for this transaction, combined with projected credit
support percentages that are insufficient to maintain the ratings
at their previous levels.  S&P's projected credit support
percentages are based on the dollar amount of loans in the
delinquency pipeline.  S&P removed the lowered ratings from
CreditWatch because, based on historical performance, the revised
ratings are representative of the credit support available to the
affected classes.
    
Based on the current collateral performance of this transaction,
S&P projects that future credit enhancement will be significantly
lower than the original credit support for the previous ratings.   
The failure of credit support to cover monthly losses over time
caused a principal write-down to class B-3 in October of 2007.  As
of the March 25, 2008, remittance, cumulative losses for this
transaction were 2.78% of the transaction's original pool balance.   
Total delinquencies and severe delinquencies (90-plus days,
foreclosures, and REOs) were 48.46% and 36.52% of the current pool
balance, respectively.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at their
current levels.  As of the March 2008 remittance report, credit
support for the classes with affirmed ratings averaged 12.94% of
the current pool balance.  Comparatively, the ratio of current
credit enhancement to original enhancement averaged 1.56x.
     
A combination of subordination, excess interest, and
overcollateralization (before it was completely eroded) provide
credit enhancement for this transaction.  The collateral
supporting this series consists of a pool of fixed- and
adjustable-rate subprime mortgage loans secured by first liens on
one- to four-family residential properties.
  
       Ratings Lowered and Removed From CreditWatch Negative

             Ownit Mortgage Loan Trust Series 2005-3
                Mortgage pass-through certificates

                                   Rating
                                   ------
                 Class       To              From
                 -----       --              ----
                 M-1         BB              A/Watch Neg
                 M-2         CCC             BB/Watch Neg
                 M-3         CCC             B/Watch Neg

                         Ratings Affirmed

             Ownit Mortgage Loan Trust Series 2005-3
                Mortgage pass-through certificates

                     Class              Rating
                     -----              ------
                     A-1A, A-1B         AAA
                     A-2B, A-3          AAA
                     B-1                CCC
                     B-2                CCC


PENTON BUSINESS: S&P Puts 'B' Rating on Negative CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on New York
City-based business-to business media company Penton Business
Media Holdings, including the 'B' corporate credit rating, on
CreditWatch with negative implications.
      
"This action is due to the company's announcement that it will not
be filing its audited financials within the allotted 110-day
period," explained Standard & Poor's credit analyst Tulip Lim.      

Management stated that the cause of the delay is a disagreement
with its auditors regarding how to value of some of its
intellectual property and related intangibles.  The company
expects to take an impairment charge of $1.5 million to $2 million
on its intangible assets.  It posted draft financial statements
for 2007 and expects to complete its audit at the end of the 30-
day grace period.  S&P analyzes Penton Business Media Holdings on
a consolidated basis with Penton Business Media Inc. and Penton
Media Inc.
     
Penton's delayed filing has resulted in a notice of default
because its covenants under its credit agreement stipulate that
the company supply timely financial statements.  Other areas of
concern are pressure on the publishing side of the business, which
represents a majority of the company's revenue, the recent
departure of its CFO, and somewhat slower than expected
realization of merger-related synergies.
     
Standard & Poor's may lower the rating, possibly by more than one
notch, if the company is unable to file audited financial
statements or if it is unable to obtain waivers from lenders on a
timely basis.  S&P expects to resolve the CreditWatch status of
the ratings following the filing of Penton's audit and S&P's
review of it, a discussion with management regarding business
outlook, and meaningful progress in hiring a new CFO.


PITG GAMING: S&P Rates Corporate Credit 'B-' With Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to PITG Gaming HoldCo.  The rating outlook is
negative.
     
At the same time, Standard & Poor's assigned its ratings to PITG
HoldCo's proposed $380 million senior secured first-lien credit
facility, consisting of a $10 million revolving credit and a
$370 million term loan, both due in 2011.  The first-lien facility
is rated 'B' (one notch higher than the 'B-' corporate credit
rating on the company) with a recovery rating of '2', indicating
the expectation for substantial (70% to 90%) recovery of principal
in the event of a payment default.
     
In addition, S&P rated the company's proposed $250 million senior
secured second-lien term loan due 2011 'CCC' (two notches lower
than the corporate credit rating) with a recovery rating of '6',
indicating the expectation for negligible (0% to 10%) recovery in
the event of a payment default.
     
Proceeds from the proposed bank facilities, combined with
additional subordinated debt issued by PITG Gaming Super HoldCo
(the 100% owner of PITG HoldCo), will be used to refinance an
existing bridge loan, pay transaction costs, establish reserve
accounts, and to fund the construction of the company's casino in
Pittsburgh, Pennsylvania (Majestic Star Casino Pittsburgh).  Total
project costs, including the purchase of land, construction,
licensing fees, and financing costs, are $770 million.
     
The 'B-' corporate credit rating reflects:

  1. The significant fixed-charge burden for the property, given    
     the proposed financing structure that includes no cash
     equity;

  2. A limited start-up period provided by the interest reserve
     account, since initial cash interest payments for the first-
     and second-lien facilities are due about one quarter after
     the scheduled opening (this time frame would be compressed in
     the event of construction delays); and

  3. Construction and start-up risks associated with the planned
     facility.

These factors are somewhat tempered by these:

  1. A sizable population base from which to draw from in the
     greater Pittsburgh metropolitan area;

  2. Relatively limited existing and anticipated gaming
     competition;

  3. Solid slot machine revenue metrics generated by the company's
     closest competitor, The Meadows, located about 25 miles south
     of the proposed site, which suggests good demand
     characteristics in the region; and

  4. Four months of construction on the project is already
     completed, with approximately $48 million of hard costs
     already spent.
     
PITG Gaming Super HoldCo (the parent of PITG HoldCo) is 83%
indirectly owned by Barden Development Inc. and 17% by certain
minority investors. BDI is controlled by Detroit, Mich.-based
entrepreneur Don Barden.  Through two subsidiaries, Majestic
Holdco LLC and Barden Nevada Gaming LLC, BDI is also the owner of
five casino properties in Indiana, Mississippi, Colorado, and Las
Vegas.  Majestic Holdco LLC is the owner of The Majestic Star
Casino LLC. (CCC+/Negative/--)
     
Financings at Majestic Star and PITG HoldCo are structured to be
nonrecourse between the two operating entities.
     
"While our ratings on Majestic Star incorporate a view of the
consolidated enterprise owned by BDI, this does not mean that the
ratings on each entity will be the same at all times, and they are
currently one notch apart," explained Standard & Poor's credit
analyst Ben Bubeck.  "It does mean that the strategic relationship
between the entities is deemed an important factor that will
always have a bearing on the ratings."
     
The higher ratings on PITG HoldCo reflect S&P's modestly higher
level of comfort with the liquidity profile of that entity than
with that of Majestic Star, at least over the near term.  Also,
since BDI does not own 100% of PITG HoldCo, there are minority
investors whose strategic interests may differ from those of BDI.


PRIDE INT'L: BOD's Actions May Cue Seadrill's Buyout, Fitch Says
----------------------------------------------------------------
Pride International announced that its Board of Directors has
revised the company's Stockholder Rights Plan to lower the
threshold level of beneficial ownership that would trigger the
poison pill from 15% to 10% for acquisitions by Seadrill Limited
and its affiliates and associates. Pride's Board of Directors took
this step in response to Seadrill's acquisition of an
approximately 9.9% ownership stake in Pride.

In addition, Seadrill has made a filing under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 to permit it to acquire
Pride securities. It is unclear at this time if Pride's Board of
Directors has taken this step for the purpose of remaining
independent or in order to engage in more formal negotiations with
Seadrill.

Fitch notes that one potential outcome stemming from the
announcement is that Pride could be acquired by Seadrill. If an
acquisition should occur, Pride bondholders are protected by a
change of control provision in the company's $500 million of
7.375% senior notes due 2014. Bondholders have the ability to
force the company to repurchase the notes at 101% of par plus
accrued and unpaid interest, but only if the change in control
results in a ratings downgrade.

Additionally, Pride's $500 million senior secured credit facility
contains a change of control protection for lenders. The revolver
was undrawn at year-end 2007 and had only $13.3 million of letters
of credit on the facility. Lenders of the company's $300 million
of 3.25% convertible senior notes due 2033 contain multiple
protections. Noteholders have the right to require the company to
repurchase the notes on May 1, 2008 at 100% of the principal
amount plus accrued and unpaid interest.

More importantly, the notes are convertible into Pride's common
stock at a conversion rate of 38.9045 shares per $1,000 principal
amount of notes (equal to a conversion price of $25.704 per
share). The notes are currently convertible and Pride has
announced its plans to redeem the notes on May 16, 2008,
effectively forcing noteholders to convert before May 15, 2008.
Pride currently expects to pay approximately $300 million in cash
in connection with the conversion and the remaining amount
satisfied in shares.

Fitch has not taken any rating actions on Pride as a result of the
current disclosure by the company. Fitch would note that should
Seadrill succeed in acquiring Pride, negative rating action at
Pride remains a possibility. Seadrill currently operates with
significantly higher leverage than its peers in the offshore
drilling market. In addition, Seadrill has been significantly more
aggressive in acquiring and building newbuilds on a speculative
basis than has Pride or others in the industry.

Pride's ratings reflect the significant improvement the company
has made in reducing debt and capitalizing on the strong offshore
drilling environment to sell non-core assets and refocus the
company as an offshore drilling contractor with a focus on
deepwater assets. Pride's credit metrics reflect these
improvements as well as the strong market conditions for offshore
drilling rigs. For the last 12 months ending Dec. 31, 2007, Pride
generated $918.3 million of EBITDA, and free cash flow was

$28.6 million. Credit metrics were robust with interest coverage
of 11 times and debt-to-EBITDA of 1.3x.

Fitch currently maintains these ratings for Pride:

-- Issuer Default Rating at 'BB';

-- Senior unsecured at 'BB';

-- Senior secured bank facility at 'BBB-';

-- Senior convertible notes at 'BB'.

The Rating Outlook is Stable.


PROTECTED VEHICLES: Can Access GC Financial's Cash Collateral
-------------------------------------------------------------
Protected Vehicles Inc. obtained authority from the U.S.
Bankruptcy Court for the District of South Carolina to use cash
collateral on which it lender, GC Financial Services, Inc.,
asserts a security interest and lien.

As reported in the Troubled Company Reporter on March 17, 2008,
the Debtor said it will use the funds to pay postpetition payroll,
payroll taxes and expenses of the Debtor's business.

Prior to the bankruptcy filing:

    (a) the Debtor and GCFS executed a Term Sheet dated May 8,
        2006 and other related documents; and

    (b) the Debtor and GCFS executed that certain Security
        Agreement dated as of June 29, 2006; and

    (c) the Debtor executed that certain Demand Note dated as
        of Sept. 30, 2007 in the amount of $15 million; and

    (d) GCFS filed a UCC-1 Financing Statement with the South
        Carolina Secretary of State's Office on Oct. 4, 2007.

Under the GCFS Loan Documents, GCFS asserted a first priority lien
and security interest in all of the Debtor's accounts, inventory,
equipment, general intangibles, chattel paper, instruments,
documents, and any and all proceeds, product, profits or offspring
of the foregoing, all as described in the GCFS Loan Documents.

As adequate protection of the interest of GCFS in the prepetition
collateral and cash collateral, the Court grants GCFS first
priority, perfected replacement liens and security interests in
all of the Debtor's assets.

The Debtor will limit its use of Cash Collateral to amounts
specified in a weekly budget.  A full-text copy of the Debtor's
weekly budget is available for free at
http://researcharchives.com/t/s?2933

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with a claim for
$15,801,765.  In February 2008, the Debtor listed assets of $24
million and debts of $54.1 million.


RADNOR HOLDINGS: Judge Walsh Approves Disclosure Statement
----------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the adequacy of Radnor Holdings
Corporation and its debtor-affiliates' Disclosure Statement dated
March 20, 2008, explaining the Debtors' Amended Chapter 11 Plan of
Liquidation.

Judge Walsh set June 2, 2008, as deadline for creditors to vote
whether to accept or reject the Debtors' Plan.

As reported in the Troubled Company Reporter on March 26, 2008,
the Debtors submitted to the Court a Disclosure Statement
explaining their Amended Liquidation Plan.

                       Overview of the Plan

The Plan contemplates the liquidation of the Debtors' assets and
the resolution of the outstanding claims against and interest in
the Debtors.  

The Plan provides for the distribution of certain proceeds from
any sale and the creation of a liquidating trust that will
administer and liquidate all remaining property of the Debtors.

                       Treatment of Claims

Under the plan, these claims will be paid in full in cash,
including:

   -- Administrative claims;
   -- Priority Tax Claims;
   -- Assumed Liabilities Claims;
   -- Other Secured Claims; and
   -- Non-Tax Priority Claims.

On the distribution date, holders of secured lender claims,
totaling approximately $28 million, will also receive in full from
the liquidating trustee.  The holders and their agent have the
right to prove that claims exceed $28 million.  Payment of these
claims will be secured by all of the assets and property of the
estate.

Each holders of Midland claims will be entitled to the rights
provided in the Midland Loan documents.  However, certain of the
covenants and other terms of that documents will be modified, as
of the effective date of the Plan.

Holders of General Unsecured claims will receive in full a pro
rata share of the initial distribution amount, after secured
lender's claims are paid in full.

On the effective date of the plan, these claims will be canceled
and each holders of these claim will not receive any property:

   -- Intercompany claims;
   -- Subordinated 510(c) claims;
   -- Subordinated 510(b) claims; and
   -- Old Equity Interests.

A full-text copy of Radnor's Disclosure Statement dated March 20,
2008, is available for free at:

                http://ResearchArchives.com/t/s?2986

A full-text copy of Radnor's First Amended Joint Chapter 11 Plan
of Liquidation is available for free at:

                http://ResearchArchives.com/t/s?286f  

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RADNOR HOLDINGS: Plan Confirmation Hearing Set on June 12
---------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware will convene a hearing on June 12, 2008,
at 10:00 a.m., to consider confirmation of the Amended Chapter 11
Plan of Liquidation of Radnor Holdings Corporation and its debtor-
affiliates.

Objections, if any, are due June 5, 2008, at 4:00 p.m.

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RAMP TRUSTS: 35 Classes of Certs. Get S&P's Rating Downgrades
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 35
classes of asset-backed pass-through certificates from various
RAMP transactions.  Furthermore, S&P affirmed its ratings on the
remaining classes from these transactions.
     
The lowered ratings reflect the deterioration of available credit
support for these transactions, combined with projected credit
support percentages that are insufficient to maintain the previous
ratings.  S&P's projected credit support percentages are based on
the dollar amount of loans in the delinquency pipeline.
     
Based on the current collateral performance of these transactions,
S&P projects future credit enhancement will be significantly lower
than the original credit support for the former ratings.  As of
the March 25, 2008, remittance date, cumulative losses for these
transactions ranged from 1.45% (series 2005-EFC5) to 4.12% (series
2004-KR1, loan group 2) of the transaction's original pool
balances.  Total delinquencies ranged from 33.92% (series 2005-
EFC1) to 49.87% (series 2004-KR2, loan group 1) of the current
pool balances, and severe delinquencies (90-plus days,
foreclosures, and REOs) ranged from 25.42% (series 2005-EFC5) to
34.95% (series 2004-KR1, loan group 1) of the current pool
balances.  Over the past 12 months, the balance of loans that are
considered severely delinquent for these transactions has
increased on average by $22.88 million, or 1.60x.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at their
current levels.  As of the March 2008 remittance report, credit
support for the classes with affirmed ratings ranged from 16.95%
(series 2004-KR1) to 90.87% (series 2004-KR2) of the current pool
balances.  Comparatively, the ratio of current credit enhancement
to original enhancement ranged from 3.99x to 4.51x.
     
A combination of subordination, excess interest, and
overcollateralization provides credit enhancement for these
transactions.  The collateral supporting these series consists of
subprime pools of fixed- and adjustable-rate mortgage loans
secured by first liens on one- to four-family residential
properties.
  
                         Ratings Lowered

                        RAMP Series Trust
              Asset-backed pass-through certificates

                                            Rating
                                            ------
              Series       Class       To            From
              ------       -----       --            ----
              2004-KR1     M-I-2       BB            A
              2004-KR1     M-I-3       B             A-
              2004-KR1     M-I-4       CCC           BBB+
              2004-KR1     M-I-5       CCC           BBB
              2004-KR1     M-I-6       CCC           BBB-
              2004-KR1     M-II-2      CCC           A+
              2004-KR1     M-II-3      CCC           BBB
              2004-KR2     M-I-3       BBB-          A-
              2004-KR2     M-I-4       B             BBB+
              2004-KR2     M-I-5       CCC           BBB
              2004-KR2     M-II-3      CCC           BBB
              2005-EFC1    B-1         B+            BB+
              2005-EFC1    B-2         CCC           BB
              2005-EFC2    M-7         BBB           A-
              2005-EFC2    M-8         BB            BBB+
              2005-EFC2    M-9         B+            BBB
              2005-EFC2    M-10        B             BBB-
              2005-EFC3    M-8         BBB           BBB+
              2005-EFC3    M-9         BB            BBB
              2005-EFC3    M-10        B             BBB-
              2005-EFC4    M-6         BBB           A
              2005-EFC4    M-7         BB+           A-
              2005-EFC4    M-8         BB            BBB+
              2005-EFC4    M-9         B             BBB
              2005-EFC4    M-10        B-            BBB-
              2005-EFC5    M-6         BBB+          A+
              2005-EFC5    M-7         BB            A
              2005-EFC5    M-8         BB-           A-
              2005-EFC5    M-9         BBB           B
              2005-EFC5    M-10        CCC           BBB-
              2005-EFC6    M-5         A+            AA
              2005-EFC6    M-6         BBB-          A+
              2005-EFC6    M-7         BB-           A
              2005-EFC6    M-8         B             BBB+
              2005-EFC6    M-9         CCC           BBB

                        Ratings Affirmed

                        RAMP Series Trust
               Asset-backed pass-through certificates

                  Series     Class              Rating
                  ------     -----              ------
                  2004-KR1   M-I-1              AA
                  2004-KR1   M-II-1             AA+
                  2004-KR2   M-I-1              AA
                  2004-KR2   M-I-2              A
                  2004-KR2   M-II-1             AA
                  2004-KR2   M-II-2             A
                  2005-EFC1  A-I-4              AAA
                  2005-EFC1  A-II               AAA
                  2005-EFC1  M-1                AA+
                  2005-EFC1  M-2                AA
                  2005-EFC1  M-3                AA-
                  2005-EFC1  M-4                A+
                  2005-EFC1  M-5                A
                  2005-EFC1  M-6                A-
                  2005-EFC1  M-7                BBB+
                  2005-EFC1  M-8                BBB
                  2005-EFC1  M-9                BBB-
                  2005-EFC2  A-1, A-2, A-3      AAA
                  2005-EFC2  M-1                AA+
                  2005-EFC2  M-2                AA
                  2005-EFC2  M-3, M-4           AA-
                  2005-EFC2  M-5                A+
                  2005-EFC2  M-6                A
                  2005-EFC3  A-I-2              AAA
                  2005-EFC3  A-I-3, A-II        AAA
                  2005-EFC3  M-1, M-2           AA+
                  2005-EFC3  M-3                AA
                  2005-EFC3  M-4                AA-
                  2005-EFC3  M-5                A+
                  2005-EFC3  M-6                A
                  2005-EFC3  M-7                A-
                  2005-EFC4  A-1, A-2, A-3      AAA
                  2005-EFC4  M-1, M-2           AA+
                  2005-EFC4  M-3                AA
                  2005-EFC4  M-4                AA-
                  2005-EFC4  M-5                A+
                  2005-EFC5  A-2                AAA
                  2005-EFC5  A-3, M-1           AAA
                  2005-EFC5  M-2, M-3           AA+
                  2005-EFC5  M-4                AA
                  2005-EFC5  M-5                AA-
                  2005-EFC6  A-I-2              AAA
                  2005-EFC6  A-I-3, A-II        AAA
                  2005-EFC6  M-1, M-2, M-3      AA+
                  2005-EFC6  M-4                AA


RASC 2005-KS3: S&P Downgrades Ratings on Two Classes of Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-3 and B-4 home equity mortgage asset-backed pass-through
certificates from RASC Series 2005-KS3 Trust.  In addition, S&P
affirmed its ratings on the remaining classes from this
transaction.
     
The lowered ratings reflect the deterioration of available credit
support for this transaction combined with projected credit
support percentages that are insufficient to maintain the ratings
at their previous levels.  S&P's projected credit support
percentages are based on the dollar amount of loans in the
delinquency pipeline.  The failure of excess interest to cover
monthly losses has resulted in the complete erosion of
overcollateralization for this transaction.  This O/C deficiency
has caused a principal write-down for the B-4 class, which
prompted us to downgrade the class to 'D'.  As of the March 25,
2008, distribution date, cumulative losses for this transaction
were 2.57% of the original pool balance.  Total delinquencies and
severe delinquencies (90-plus days, foreclosures, and REOs) were
31.48% and 22.82% of the current pool balance, respectively.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at their
current levels.  As of the March 2008 remittance report, credit
support for these classes ranged from 11.22% to 53.68% of the
current pool balance.  In comparison, the ratio of current credit
enhancement to original enhancement ranged from 1.62x to 3.02x.
     
A combination of subordination, excess interest, and O/C provides
credit enhancement for this transaction.  The collateral
supporting this series consists of a pool of fixed- and
adjustable-rate subprime mortgage loans secured by first liens on
one- to four-family residential properties.

                          Ratings Lowered

                     RASC Series 2005-KS3 Trust
     Home equity mortgage asset-backed pass-through certificates

                                    Rating
                                    ------
                   Class       To            From
                   -----       --            ----
                   B-3         CCC           B
                   B-4         D             CCC

                          Ratings Affirmed

                     RASC Series 2005-KS3 Trust
     Home equity mortgage asset-backed pass-through certificates

                     Class              Rating
                     -----              ------
                     A-4                AAA
                     M-1, M-2           AA+
                     M-3                AA
                     M-4                AA-
                     M-5                A+
                     M-6                A
                     M-7                A-
                     M-8                BBB+
                     M-9                BBB                     
                     M-10               BBB-
                     B-1                BB+
                     B-2                BB


REDENVELOPE INC: Court OKs $4.5MM DIP Loan & Creative Catalogs APA
------------------------------------------------------------------
In connection with its Chapter 11 case pending before the U.S.
Bankruptcy Court for the Northern District of California,
RedEnvelope Inc. received Court approval on April 22, 2008, to
enter into a $4.5 million debtor-in-possession credit facility and
loan agreement with Granite Creek Partners Agent, LLC, as agent,
Creative Catalogs Corporation and Granite Creek FlexCap I, L.P. as
the lenders.  The Court also approved certain asset sale
procedures, which among other things, identifies Creative Catalogs
as the stalking horse bidder.

In addition, the Court revised the sale procedures of an Asset
Purchase Agreement between the company and Creative Catalogs Corp.
dated April 17, 2008.  The Court capped the breakup fee at 4.5% of
the cash consideration of $5.7 million, eliminated the 2% expense
reimbursement provision, and also changed the initial overbid
amount from $500,000 to $350,000.

"We are pleased that the decision made by the Bankruptcy Court []
will allow us more than adequate financing for the coming weeks
and will allow us to return to business and payment as usual,"
Phil Neri, the Company's Chief Financial Officer, said.  "In
addition, we believe that this process will allow us to maximize
the return for existing creditors," according to him.

The Court has scheduled the sale hearing and auction of the
company's assets for May 27, 2008 at 9:30 a.m.  A final Court
order regarding sale procedures is expected to be issued on or
about today, April 28, 2008.

Those interested in submitting bids should contact the company in
writing at:
  
       RedEnvelope Inc.
       149 New Montgomery Street
       San Francisco, CA 94105

For information regarding the company, the auction or the
bankruptcy filing, contact:

     A. Stone Douglass
     Chief Restructuring Officer
     Phone: (415) 512-6122

Based in San Francisco, California, RedEnvelope Inc. (OTC:REDE) --  
http://www.redenvelope.com-- is an online retailer of upscale   
gifts.  RedEnvelope offers a collection of gifts through its
catalog, web store and phone store.  Its in-house design team
creates products and its merchants source products domestically
and from various parts of the world, often commissioning artists
and vendors to create gifts.  It offers an assortment of products
in 12 categories with core product categories that include
jewelry, home, men's and women's accessories and new baby gifts.   
RedEnvelope has an internal database of approximately 3.4 million
customer names, with approximately 514,000 new customers added
during the fiscal year ended April 2, 2007.

The company filed for Chapter 11 protection on April 17, 2008
(N.D. Ca. Case No. 08-30659).  Doris A. Kaelin, Esq.,  Janice M.
Murray, Esq.,  John Walshe Murray, Esq.,  Robert A. Franklin, Esq.
at Murray & Murray, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed assets of $21,781,415
and debts of $15,302,142.


REGAL ENTERTAINMENT: March 27 Balance Sheet Upside-Down by $185MM
-----------------------------------------------------------------
Regal Entertainment Group disclosed on Thursday its financial
results for first fiscal quarter ended March 27, 2008.

The company reported total assets of $2.634 billion and total
stockholders' deficit of $185.8 million at March 27, 2008,
compared with total assets of $2.635 billion and total  
stockholders' deficit of $119.3 million at Dec. 27, 2007.  Total
debt was $2.069 billion at March 27, 2008, versus total debt of
$1.965 billion at Dec. 27, 2007.

Net loss was $3.0 million in the first quarter of 2008, which
included a $33.0 million after-tax loss on debt extinguishment,
compared to net income of $229.1 million in the first quarter of
2007, which benefited from a $209.0 million after-tax gain on the
National CineMedia IPO transaction.

Total revenue for the first quarter ended March 27, 2008, was
$626.8 million compared to total revenue of $625.0 million for the
first quarter of 2007.

Adjusted EBITDA was $131.1 million for the first quarter of 2008,
compared with Adjusted EBITDA of $120.5 million during the quarter
ended March 29, 2007.  This represented an Adjusted EBITDA margin
of approximately 20.9%, compared with Adjusted EBITDA margin of
19.3% during the quarter ended March 29, 2007.

"Strong box office results again produced record total revenue and
Adjusted EBITDA during the first quarter of 2008," stated Mike
Campbell, chief executive officer of Regal Entertainment Group.
"We look forward to completing the acquisition of Consolidated
Theatres and to a summer film slate featuring both proven
franchise films and big-budget original content," Campbell
continued.

             Results for the Year Ended Dec. 27, 2007

Total revenues for the year ended Dec. 27, 2007, were
$2.661 billion and consisted of $1.805 billion of admissions
revenue, $735.0 million of concessions revenues and
$121.7 million of other operating revenues, and increased 2.4%
from total revenues of $2.598 billion for the year ended Dec. 28,
2006.

For the year ended Dec. 27, 2007, income from operations totaled
approximately $322.2 million, which represents an increase of
$13.7 million, or 4.4%, from $308.5 million in 2006.  

For the year ended Dec. 27, 2007, net income totaled
$363.0 million, which represents an increase of $276.7 million,
from net income of $86.3 million in the 2006.  

The increase in net income in 2007 was primarily attributable to
the increase in operating income, a $209.0 million after tax gain
on the National CineMedia IPO transaction, a $17.2 million after
tax gain in connection with the sale of the company's equity
interest in Fandango Inc., the impact of earnings recognized from
National CineMedia, a reduction of net interest expense, and the
impact of a $22.2 million after tax loss on debt extinguishment
recorded in 2006 in connection with conversions of a portion of
the company's 3 3/4% Convertible Senior Notes due May 15, 2008.

As of Dec. 27, 2007, the company had approximately $1.683 billion  
aggregate principal amount outstanding under the term loan
facility with Credit Suisse, Cayman Islands Branch, $123.7 million
aggregate principal amount outstanding under the Convertible
Senior Notes, and $51.5 million aggregate principal amount
outstanding under the Regal Cinemas 9 3/8% Senior Subordinated
Notes due Feb. 1, 2012.

As of Dec. 27, 2007, the company had approximately $800,000
outstanding in letters of credit, leaving approximately
$99.2 million available for drawing under its $100 million  
Revolving Facility, which will mature on Oct. 27, 2011.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 27, 2007, are available for
free at http://researcharchives.com/t/s?2b1d

                     About Regal Entertainment

Headquartered in Knoxville, Tennessee, Regal Entertainment Group
(NYSE: RGC) -- http://www.REGmovies.com/-- operates a   
geographically diverse theatre circuit in the United States,
consisting of 6,385 screens in 525 locations in 39 states and the
District of Columbia.  

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2008,
Moody's Investors Service affirmed Regal Entertainment Group's Ba3
corporate family and Ba3 probability of default ratings, and the
other instrument ratings following the company's offering of new
$190 million 6.25% senior convertible notes due 2011.  The outlook
remains stable.


RELIANT ENERGY: Wants Chapter 11 Trustee Appointed
--------------------------------------------------
Reliant Energy Channelview L.P. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to appoint a
Chapter 11 trustee in their bankruptcy cases.

                      Asset Sale

The Debtors had entered into a $475 million credit agreement with
a syndicate of banks to finance construction of a power plant in
Channelview, Texas. As of the date of bankruptcy, approximately
$341.4 million is outstanding under the secured credit facility.

The Debtors subsequently agreed to sell substantially all of their
assets.  Kelson Energy IV LLC was the stalking horse bidder.  The
executory contracts sought to be assumed and assigned excluded a
certain Cash Flow Participation Agreement between the Debtors and
Equistar Chemicals L.P. because no buyer expressed interest in
purchasing the Debtors' assets if the CFPA was included.

In a Court-approved auction, GIM Cogeneration Channelview LLC
ended up as the highest bidder for the assets with its $500
million offer.  Equistar opposed the sale, reasoning that it
excluded the CFPA. The Court did not approve the sale to GIM
holding that the CFPA was not severable from other contracts that
were to be assumed and assigned.

Avoiding Impropriety

Since the commencement of the sale process the Debtors and their
ultimate parent, Reliant Energy Inc., have worked together at
structuring the sale of the Channelview Facility.

The Debtors lamented that the Court's decision undercut their
ability to consummate the proposed sale to GIM. In addition, the
Debtors say, Equistar has been adamant and has not consented to
particular measures or settlements with Reliant to resolve the
stalled sale.  Since no settlement was reached between these
parties, the Debtors understand that Reliant intends to fully
pursue its claims and other rights.

Under the circumstances, the Debtors note, a potential divergence
of interest between the Debtors and Reliant exists. The Debtors
say that they also wish to avoid even the appearance of
impropriety in their bankruptcy proceedings. Moreover, although
the agreement with GIM remains in effect, the failure to obtain a
sale order that complies with theagreement ultimately would allow
GIM to terminate the agreement, the Debtors add.

The Debtors tell the Court that the appointment of a Chapter 11
Trustee as an independent, third party fiduciary to manage the
Debtors' affairs, may facilitate the successful resolution of
their cases.

About Reliant Energy Channelview

Based in Houston, Reliant Energy Channelview L.P. --
http://www.reliant.com/-- owns a power plant located near  
Houston, and is an indirect wholly owned subsidiary of Reliant
Energy Inc.

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 the Debtors' 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.


RENAISSANCE HOME: S&P Downgrades Ratings on 20 Asset-backed Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 20
classes of home equity loan asset-backed certificates from various
Renaissance Home Equity Loan Trust transactions.  Furthermore, S&P
affirmed its ratings on the remaining classes from these
transactions.
     
The lowered ratings reflect the deterioration of available credit
support for these transactions, combined with projected credit
support percentages--based on the amount of loans in the
delinquency pipeline-that are insufficient to maintain the
ratings at their previous levels.  Based on the current collateral
performance of these transactions, S&P's project that future
credit enhancement will be significantly lower than the original
credit support for the former ratings.  As of the March 25, 2008,
remittance, cumulative losses for these transactions ranged from
0.52% (series 2005-4) to 1.81% (series 2004-4, loan group 1) of
the transactions' original pool balances.  Total delinquencies
ranged from 13.53% (series 2003-3) to 53.79% (series 2004-4, loan
group 1) of the current pool balances.  Severe delinquencies (90-
plus days, foreclosures, and REOs) ranged from 9.07% (series 2003-
3) to 42.05% (series 2004-4, loan group 1) of the current pool
balances.  Over the past 12 months, the balance of severe
delinquencies for these transactions has increased, on average, by
$5.6 million, or 1.09x, from the previous year.    
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at their
current levels.  As of the March 2008 remittance report, credit
support for these classes averaged 29.56% of the current pool
balance. In comparison, the ratio of current credit enhancement to
original averaged 1.93x.
     
A combination of subordination, excess interest, and
overcollateralization provides credit enhancement for these
transactions.  The collateral supporting this series consists of
subprime pools of fixed- and adjustable-rate mortgage loans
secured by first liens on one- to four-family residential
properties.  

                          Ratings Lowered

                Renaissance Home Equity Loan Trust
             Home equity loan asset-backed certificates

                                          Rating
                                          ------
             Series       Class       To            From
             ------       -----       --            ----
             2003-2       M-3         BB+           BBB+
             2003-2       M-4         B             BBB
             2003-4       M-6         BB            BBB-
             2004-1       M-6         BB            BBB-
             2004-4       MV-3        B             BBB
             2004-4       MV-4        CCC           BBB-
             2005-1       M-9         BB            BBB-
             2005-2       M-8         BBB-          BBB
             2005-2       M-9         BB            BBB-
             2005-3       M-5         A             A+
             2005-3       M-6         BBB           A
             2005-3       M-7         BB+           A-
             2005-3       M-8         BB            BBB+
             2005-3       M-9         B             BBB-
             2005-4       M-5         A+            AA-
             2005-4       M-6         BBB           A+
             2005-4       M-7         BB            A
             2005-4       M-8         BB-           A-
             2005-4       M-9         B             BBB
             2005-4       M-10        B-            BBB-

                        Ratings Affirmed

              Renaissance Home Equity Loan Trust
           Home equity loan asset-backed certificates

                   Series     Class              Rating
                   ------     -----              ------
                   2003-2     A                  AAA
                   2003-2     M-1                AA
                   2003-2     M-2A, M-2F         A
                   2003-3     A                  AAA
                   2003-3     M-1                AA
                   2003-3     M-2A, M-2F         A
                   2003-3     M-3                A-
                   2003-3     M-4                BBB+
                   2003-3     M-5                BBB
                   2003-3     M-6                BBB-
                   2003-4     A-1, A-3           AAA
                   2003-4     M-1                AA
                   2003-4     M-2A, M-2F         A
                   2003-4     M-3                A-
                   2003-4     M-4                BBB+
                   2003-4     M-5                BBB
                   2004-1     AV-1, AV-3         AAA
                   2004-1     M-1                AA
                   2004-1     M-2                A
                   2004-1     M-3                A-
                   2004-1     M-4                BBB+
                   2004-1     M-5                BBB
                   2004-4     AV-3               AAA
                   2004-4     MV-1               AA
                   2004-4     MV-2               A
                   2004-4     AF-3, AF-4         AAA
                   2004-4     AF-5, AF-6         AAA
                   2004-4     MF-1               AA+
                   2004-4     MF-2               AA
                   2004-4     MF-3               AA-
                   2004-4     MF-4               A+
                   2004-4     MF-5               A
                   2004-4     MF-6               A-
                   2004-4     MF-7               BBB+
                   2004-4     MF-8               BBB
                   2004-4     MF-9               BBB-
                   2005-1     AV-2, AV-3,        AAA
                   2005-1     AF-3, AF-4, AF-5   AAA
                   2005-1     AF-6               AAA
                   2005-1     M-1                AA+
                   2005-1     M-2                AA
                   2005-1     M-3                AA-
                   2005-1     M-4                A+
                   2005-1     M-5                A
                   2005-1     M-6                A-
                   2005-1     M-7                BBB+
                   2005-1     M-8                BBB
                   2005-2     AF-3, AF-4         AAA
                   2005-2     AF-5, AF-6,        AAA
                   2005-2     AV-2, AV-3         AAA
                   2005-2     M-1                AA+
                   2005-2     M-2                AA
                   2005-2     M-3                AA-
                   2005-2     M-4                A+
                   2005-2     M-5                A
                   2005-2     M-6                A-
                   2005-2     M-7                BBB+
                   2005-3     AF-2, AF-3, AF-4   AAA
                   2005-3     AF-5, AF-6,        AAA
                   2005-3     AV-2, AV-3         AAA
                   2005-3     M-1, M-2           AA+
                   2005-3     M-3                AA
                   2005-3     M-4                AA-
                   2005-4     A-2                AAA
                   2005-4     A-3, A-4, A-5      AAA
                   2005-4     A-6                AAA
                   2005-4     M-1, M-2           AA+
                   2005-4     M-3, M-4           AA


RESIDENTIAL CAPITAL: Taps Thomas Marano as Non-Exec Board Chairman
------------------------------------------------------------------
Residential Capital, LLC, an indirect wholly owned subsidiary of
GMAC Financial Services, disclosed that Thomas Marano, former
senior managing director and global head of Mortgage and Asset-
Backed Securities at Bear Stearns & Co., Inc., has been appointed
to serve as ResCap's non-executive chairman of the board of
directors, succeeding former chairman Michael Rossi.  As
previously announced, Mr. Rossi resigned from the board effective
March 17, 2008, due to medical reasons.  In addition to joining
the ResCap board, Mr. Marano has been appointed to the board's
executive committee, where he will serve with ResCap's chief
executive officer Jim Jones.

In addition to the appointment of Marano, ResCap also announced
the election to the board of Joshua Weintraub, formerly a senior
managing director with Bear Stearns' global mortgage operations,
who has also been appointed to the board's executive committee,
and James Young, ResCap's chief financial officer.  The new
members join existing board members Alvaro G. de Molina, GMAC
chief executive officer; Jim Jones, ResCap CEO; David Walker, GMAC
treasurer; Linda Zukauckas, GMAC group vice president of finance;
and Ronald Kravit, managing principal, Cerberus Real Estate
Capital Management, L.P.

"The addition of these board members brings strong and fresh
executive experience and operational expertise to ResCap's Board
of Directors," CEO Jim Jones said.  "In his more than 25 years
with Bear Stearns, Tom Marano was instrumental in creating and
expanding the firm's mortgage business, including most recently as
the person in charge of mortgage trading and origination.  His
exceptional background and experience will undoubtedly add
significant value to the leadership of ResCap, and we are excited
that he will be joined on the board by Josh and Jim, both of whom
are exceptional talents."  

The new board members will replace departed members Eric
Feldstein, Sanjiv Khattri and Paul Bossidy.  ResCap is also
conducting a search to identify two additional independent
directors, to be appointed as soon as practicable, to replace
Thomas Jacob and Thomas Melzer, who left the ResCap board earlier
this week.

"On behalf of ResCap, I would like to thank all of the departing
directors for their commitment and service to ResCap, and we wish
them well," Mr. Jones said.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit of    
GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.


RESIDENTIAL CAPITAL: S&P Junks Ratings on Board Members' Stepdown
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Residential Capital LLC to 'CCC+' from 'B' following the
announcement that two independent board members have resigned.  
S&P also placed Residential Capital LLC's ratings on CreditWatch
with negative implications.  At the same time, S&P lowered its
ratings on GMAC LLC, parent company of Residential Capital LLC, to
'B' from 'B+'.  The outlook on GMAC remains negative.
     
"The rating action on Residential Capital LLC reflects two related
corporate governance concerns," said Standard & Poor's credit
analyst John Bartko.  "One, that departures indicate disagreement
(or dissension) on the board regarding the best approach in
addressing the challenges facing the company, and two, that,
although the independent directors had full fiduciary
responsibilities to all stakeholders, under certain circumstances
as defined in Residential Capital LLC's operating agreement they
would be required to consider specifically the interests of
creditors.  Their departure may compromise the interests of
debtholders."

In addition, the company has not indicated the reason for the
departure of the directors, who were the only independent
directors on the Residential Capital LLC board.  S&P will monitor
the board's progress in finding replacements.
     
The directors' departures sharpens S&P's concerns regarding
Residential Capital LLC's performance, which reflects the
continued turmoil in the housing and mortgage markets.  The
company's exposure to troubled asset types and the weakened
economy create expectations of continued performance pressures.   
Residential Capital LLC's capital position was enhanced during the
first quarter by GMAC's acquisition of $1.2 billion in debt in the
open markets.  Even after this action, Residential Capital LLC's
capital position is strained.
     
The rating action on GMAC reflects S&P's concerns regarding
Residential Capital LLC's stressed condition, the likelihood that
Residential Capital LLC will require additional support, and the
concern that GMAC will bear the brunt of future support needs.  In
addition, S&P is concerned about pressured performance at GMAC's
core auto finance business, given broad capital market challenges
and lower 2008 light-vehicle sales.  Weakening asset-quality
performance has already been seen, and S&P expects the economy to
weaken further.
     
Capital support for Residential Capital LLC is of paramount
importance.  It is apparent at this point that after providing
several billion dollars of support, GMAC's parents, Cerberus
Capital Management L.P. (51% ownership) and General Motors Corp.
(49%), are expecting GMAC to exercise strategic alternatives to
support Residential Capital rather than providing their own
capital.
     
S&P's ratings on Residential Capital LLC are on CreditWatch with
negative implications.  S&P expects further downgrades to be
driven by Residential Capital LLC's failure to secure capital in
excess of anticipated quarterly losses or liquidity deterioration,
which would lessen the company's ability to navigate through
upcoming debt maturities.  A return of Residential Capital LLC's
outlook to stable presumes the board of directors would be
configured so as to reinstate debtholder advocacy beyond insider
members, and would depend on whether the company can generate
sustained earnings and grow and maintain capital at adequate
levels.


RUTLAND RATED: Moody's Reviews Ratings on Two Classes of Notes
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Rutland Rated Investments:

Class Description: Series 31 (Millbrook 2006-4) $ 15,500,000
Asset-Backed Securities Class A Variable Rate Credit-Linked Notes
due May 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: Series 32 (Millbrook 2006-4) $ 42,000,000
Asset-Backed Securities Class B Variable Rate Credit-Linked Notes
due May 2046

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: Series 33 (Millbrook 2006-4) $ 22,500,000
Asset-Backed Securities Class C Variable Rate Credit-Linked Notes
due May 2046

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

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


SEA CONTAINERS: SCSL Panel Asks Documents on Pension Dispute
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sea Containers
Services Ltd. asks the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to compel the
Official Committee of Unsecured Creditors of Sea Containers Ltd.
to produce documents that have been withheld on the basis of the
common interest privileges between the SCL Committee and the DIP
Lenders or the Bondholders.

As reported in the Troubled Company Reporter on Feb. 20, 2008, the
Debtors asked the Court to approve the pension scheme agreement
between them and the trustees of the two main Sea Containers
Pension Schemes to agree on the amount of their claims against the
Sea Containers estate.

As a result of extensive negotiations that commenced prior to the
bankruptcy filing and have continued throughout these Chapter 11
cases, the Debtors, their Official Committee of Unsecured
Creditors, and the Trustees agreed to the Settlement under which
the Schemes' claims against the Debtors are fully resolved.

The SCSL Committee's Document Requests seek to obtain from the
SCL Committee various categories of documents directly relevant
to the issues raised by its objection to the Settlement,
including:

   -- documents relating to the SCL Committee's evaluation and
      analysis of the Pension Schemes' claims;

   -- documents concerning communications between the SCL
      Committee and the Debtors or their creditors about:

      * the Pension Schemes' claims;

      * the SCL Committee's contention that the Pension Schemes
        and the SCSL Committee violated the automatic stay; and

      * set-off rights between the Debtors; and

   -- documents relating to the grounds raised in the objection
      to the Pension Schemes' proofs of claim filed by the SCL
      Committee.

Mr. Stratton says the SCL Committee has not produced, and does
not intend to produce, a privilege log for the documents withheld
based on the common interest privileges it asserted.  Although
the parties did agree that privilege logs need not be produced
for documents withheld based on the attorney-client privilege or
attorney-work product doctrine, reflecting communications between
the committees and their members and advisors, no agreement was
reached with respect to documents withheld based on a common
interest privilege, he continues.

                   Dispute on Common Interests

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, argues that the SCL Committee's assertion that it has a
"common interest" privilege with respect to all communications
between the SCL Committee and two groups of creditors, the DIP
Lenders, and a group of unsecured bondholders represented by
Kramer Levin Naftalis & Frankel LLP, is not supported by law.

Mr. Stratton tells Judge Carey that there is no common interest
between the DIP Lenders and the SCL Committee.  He asserts that
the interests of the DIP Lenders, by virtue of their position,
differ significantly from, and potentially conflict with, the
interests of unsecured creditors.  He notes that it was this
divergence in interest that led the U.S. Trustee to remove
certain noteholders, who became DIP Lenders, from the original
SCL Committee.  Hence, he points out, the SCL Committee cannot
withhold communications with the DIP Lenders under the guise of a
"common interest" privilege.

Although the SCL Committee and the Bondholders may share a common
commercial interest, that interest alone is insufficient to give
rise to a common interest privilege, Mr. Stratton argues.  He
contends that the SCL Committee cannot demonstrate that it shares
a common legal interest with the Bondholders in opposing the
Debtors' request to approve the settlement regarding the pension
claims.

As a result of the expansive privileges asserted by the SCL
Committee, its entire document production consists of seven
documents, a number of which are duplicates, totaling eleven
pages in the aggregate, Mr. Stratton tells the Court.  He notes
that the SCSL Committee, the Sea Containers 1983 Pension Scheme
and the Sea Containers 1990 Pension Scheme have produced more
than 20,000 pages of documents in response to the SCL Committee's
discovery requests.

                            Objections

A. SCL Committee

The SCL Committee tells Judge Carey that the SCSL Committee's
document requests seek to compel disclosure of communications
among the SCL Committee, creditors and DIP Lenders concerning:

   -- the claims asserted by the Pension Schemes;

   -- whether the SCSL Committee acted in violation of the
      automatic stay in taking steps to procure the Pension
      Claims;

   -- the Debtors' request to approve the Settlement; and

   -- any settlement discussions regarding the Pension Claims.

William  H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell LLP, in Wilmington, Delaware, says the SCL Committee is
stranger to the Settlement and the request to approve the
Settlement because it played no part in the facts and
circumstances that form the basis for the Pension Claims and
equalization matters that were resolved in the Settlement.  
Hence, he asserts, there is no historical fact that the SCL
Committee could provide documents that would be in any way
relevant in evaluating the issues presented by the Settlement.

Mr. Sudell contends that the communications among the SCL
Committee, certain creditors, and the DIP Lenders, that the SCSL
Committee seeks to compel took place in aid of a common interest
arising in connection with litigation -- resisting the dilutive
effect on creditors of allowance of the Pension Claims in an
inflated amount.  He notes that the communications necessarily
took place in the conduct of SCL Committee's duties as an
official committee.

The communications are irrelevant to the facts that would
determine the merits of the Settlement Request, and are protected
by the common-interest privilege, Mr. Suddell argues.  He adds
that the disclosure of the communications would chill the:

   -- SCL Committee from carrying its function,

   -- creditors from obtaining the benefit of the official
      committee, and

   -- inhibit the orderly plan process.  

Hence, the SCL Committee asks the Court to deny the request to
compel.

B. Bondholders

Bondholders Contrarian Capital Advisors, LLC; J.P. Morgan
Securities Inc.; Credit Trading Group; Post Advisory Group, LLC;
Trilogy Capital LLC; and Varde Investment Partners, L.P.; say
that while they are not aware of the specific documents the SCL
Committee has withheld pursuant to the common interest privilege,
there can be little debate that the privilege applies to
communications between the SCL Committee and the Bondholders, and
their counsel and advisors.

The Bondholders inform the Court that they have had numerous
detailed communications concerning the legal merits of the
Pension Claims and the Settlement Request, as well as strategy
and tactics related to the SCL Committee's litigation against
both.  They relate that included in their communications are the
objectives and interests of the Bondholders and the SCL
Committee.  Hence, the Bondholders point out that their
privileged communications with the SCL Committee fall squarely
within the common interest privilege.

The Bondholders also argue that they share a common legal
interest with the SCL Committee in assuring that the allowed
amount of the Pension Claims conforms to all applicable legal
requirements, and in challenging a Settlement, which fails to
reasonably reflect those requirements.  Accordingly, the
Bondholders ask the Court to deny SCSL Committee's request.

C. Mariner Investment Group

Mariner Investment Group Inc., one of the DIP Lenders, joins and
supports the SCL Committee's objection to the request.  Mariner
objects to the document production request as it relates to
communications between Mariner Investment and the SCL Committee
concerning the Pension Claims.

Janet M. Weiss, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, contends that communications with Mariner Investment could
not possibly have any bearing on approval of the Pension
Settlement because it has not filed any objection or other
pleadings in connection with the settlement.  She adds that the
request is not, by any stretch, "reasonably calculated to lead to
the discovery of admissible evidence," pursuant to Rule 26(b)(1)
of the Federal Rules of Civil Procedure.

"The [SCSL] Committee's request for communications between
Mariner and the SCL Committee is merely a litigation tactic
designed to chill open discussions between Mariner and the SCL
Committee, which is representing Mariner's substantial interests
as a bondholder," Ms. Weiss points out.

Ms. Weiss further argues that the request, which is specifically
aimed at the DIP Lenders is "nothing more than an intimidation
tactic," which creates wasteful expense and harms to the
bankruptcy estates.  Hence, Mariner Investment asks the Court to
limit the scope of the SCSL Committee's discovery to exclude
documents reflecting any communications with the DIP Lenders
relating to the Pension Claims.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.  

The Debtors were not able to file a Chapter 11 plan of
reorganization on April 15, 2008.  (Sea Containers Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SHARPER IMAGE: Chooses to Pursue Sale of Business and Assets
------------------------------------------------------------
Sharper Image Corp. has elected to pursue a sale of its business
and assets pursuant to the provisions of the bankruptcy code, the
company disclosed in a statement.

"[G]iven the present retail climate and specialty nature of the
Company, as well as the limited financing available to the
Company, a sale of its business and assets at this time will
preserve values and yield the best recovery to the company," said
Robert Conway, the company's chief executive officer.

Any sale will be subject to court approval.

According to the statement, Sharper Image will solicit
indications of interest from potential acquirers, and bid and
auction procedures will be established as soon as reasonably
practicable.

The company intends to complete the sale process and seek court
approval of the sale by the end of May 2008.

Persons interested in acquiring all or part of the business or
assets are directed to contact Robert Del Genio at Telephone
Number (212) 813-1300.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


SORIN CDO: Six Classes of Notes Acquire Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade these notes issued by Sorin CDO VI
Ltd.:

Class Description: $346,500,000 Class A-1LA Floating Rate Notes
Due 2052

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

Class Description: $49,500,000 Class A-1LB Floating Rate Notes Due
2052

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

Class Description: $79,200,000 Class A-2L Floating Rate Notes Due
2052

  -- Prior Rating: Aa2
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $22,000,000 Class A-3L Floating Rate Notes Due
2052

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

In addition Moody's also downgraded these notes:

Class Description: $27,500,000 Class B-1L Floating Rate Notes Due
2052

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

Class Description: $5,500,000 Class B-2L Floating Rate Notes Due
2052

  -- Prior Rating: Ba1
  -- Current Rating: Ca

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


SOUNDVIEW HOME: High Delinquencies Cue Moody's Nine Rating Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 9 tranches
from Soundview Home Loan Trust 2006-WF1.  Five tranches remain on
review for possible further downgrade.

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

Complete rating actions are:

Issuer: Soundview Home Loan Trust 2006-WF1

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

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

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

  -- Cl. M-5, Downgraded to B2 from 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 B3 from Baa2; Placed Under Review for
     further Possible Downgrade

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

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

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


SPECIALTY UNDERWRITING: S&P Downgrades Ratings on 20 Cert. Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 20
classes of mortgage pass-through certificates from one Specialty
Underwriting and Residential Finance Trust, one Structured
Adjustable Rate Mortgage Loan Trust transaction, two Adjustable
Rate Mortgage Trust transactions, and four IndyMac INDX Mortgage
Loan Trust transactions issued in 2004 and 2005.  At the same
time, S&P affirmed its ratings on 104 classes from the same
transactions.  These transactions are backed by Alternative-A
mortgage loan collateral.
     
The downgrades reflect S&P's opinion that available credit support
for the affected classes is no longer adequate to support the
previous ratings.  Severe delinquencies among rated residential
mortgage-backed securities backed by Alt-A loans among the
2004 and 2005 securitizations continue to increase.  Additionally,
the rise in the inventory of unsold homes (REOs and foreclosures)
continues to negatively pressure housing prices, which has led to
increased loss severities, roll rates, and losses.
     
The affirmations reflect current credit support percentages that
are sufficient to support the ratings at their current levels and
protect them from actual and projected losses.
     
The collateral for these deals consists of Alt-A, fixed- and
adjustable-rate mortgage loans secured by one- to four-family
residential properties.

                        Ratings Lowered

                 Adjustable Rate Mortgage Trust


                                              Rating
                                              ------
          Transaction         Class      To             From
          -----------         -----      --             ----
          2004-2              C-B-5      CCC            B
          2004-5              C-B-6      CCC            B

                 IndyMac INDX Mortgage Loan Trust

                                              Rating
                                              ------
          Transaction         Class      To             From
          -----------         -----      --             ----
          2004-AR1            B-5        CCC            B
          2004-AR3            B-4        B              BB
          2004-AR3            B-5        CCC            B
          2004-AR9            B-4        B              BB
          2004-AR9            B-5        CCC            B
          2005-AR31           B-1        A              AA
          2005-AR31           B-2        BB             A
          2005-AR31           B-3        B              BBB
          2005-AR31           B-4        CCC            BB
          2005-AR31           B-5        D              CCC

    Specialty Underwriting and Residential Finance Trust (SURF)

                                              Rating
                                              ------
          Transaction         Class      To             From
          -----------         -----      --             ----
          2004-AA1            B-5        CCC            B

       Structured Adjustable Rate Mortgage Loan Trust (SARM)

                                              Rating
                                              ------
          Transaction         Class      To             From
          -----------         -----      --             ----
          2005-2              B4         BBB            A
          2005-2              B5         BB+            BBB+
          2005-2              B6         BB             BBB
          2005-2              BX         BB             BBB
          2005-2              B7         B              BBB-
          2005-2              B8         CCC            BB
          2005-2              B9         CCC            B

                         Ratings Affirmed

                 Adjustable Rate Mortgage Trust

                 Transaction         Class      Rating
                 -----------         -----      ------
                 2004-2              1-A-1      AAA
                 2004-2              2-A-1      AAA
                 2004-2              2-A-2      AAA
                 2004-2              2-A-X      AAA
                 2004-2              3-A-1      AAA
                 2004-2              3-A-X      AAA
                 2004-2              4-A-1      AAA
                 2004-2              4-A-2      AAA
                 2004-2              4-A-3      AAA
                 2004-2              4-A-X      AAA
                 2004-2              5-A-1      AAA
                 2004-2              6-A-1      AAA
                 2004-2              7-A-1-1    AAA
                 2004-2              7-A-1-2    AAA
                 2004-2              7-A-2      AAA
                 2004-2              7-A-3      AAA
                 2004-2              7-A-4      AAA
                 2004-2              7-A-6      AAA
                 2004-2              7-M-1      AA
                 2004-2              C-B-1      AA
                 2004-2              C-B-1X     AA
                 2004-2              7-M-2      A
                 2004-2              C-B-2      A-
                 2004-2              7-M-3      BBB+
                 2004-2              7-M-4      BBB+
                 2004-2              C-B-3      BBB-
                 2004-2              C-B-4      BB
                 2004-5              1-A-1      AAA
                 2004-5              2-A-1      AAA
                 2004-5              3-A-1      AAA
                 2004-5              4-A-1      AAA
                 2004-5              5-A-1      AAA
                 2004-5              6-A-1      AAA
                 2004-5              7-A-1-1    AAA
                 2004-5              7-A-1-2    AAA
                 2004-5              7-A-2      AAA
                 2004-5              C-B-1      AA+
                 2004-5              7-M-1      AA
                 2004-5              C-B-2      AA
                 2004-5              7-M-2      A
                 2004-5              C-B-3      A
                 2004-5              7-M-3      BBB+
                 2004-5              C-B-4      BBB+
                 2004-5              7-M-4      BBB-
                 2004-5              C-B-5      BB

                 IndyMac INDX Mortgage Loan Trust

                 Transaction         Class      Rating
                 -----------         -----      ------
                 2004-AR1            1-A-1      AAA
                 2004-AR1            2-A-1      AAA
                 2004-AR1            A-R        AAA
                 2004-AR1            A-X-2      AAA
                 2004-AR1            B-1        AA
                 2004-AR1            B-2        A
                 2004-AR1            B-3        BBB
                 2004-AR1            B-4        BB
                 2004-AR3            A-1        AAA
                 2004-AR3            A-X-2      AAA
                 2004-AR3            B-1        AA+
                 2004-AR3            B-2        A+
                 2004-AR3            B-3        BBB+
                 2004-AR9            1-A        AAA
                 2004-AR9            2-A        AAA
                 2004-AR9            3-A        AAA
                 2004-AR9            4-A        AAA
                 2004-AR9            5-A-1      AAA
                 2004-AR9            5-A-2      AAA
                 2004-AR9            5-A-3      AAA
                 2004-AR9            A-R        AAA
                 2004-AR9            B-1        AA+
                 2004-AR9            5-M-1      AA
                 2004-AR9            B-2        A+
                 2004-AR9            5-M-2      A
                 2004-AR9            5-M-3      BBB+
                 2004-AR9            5-M-4      BBB+
                 2004-AR9            5-M-5      BBB+
                 2004-AR9            B-3        BBB+
                 2005-AR31           1-A-1      AAA
                 2005-AR31           1-A-2      AAA
                 2005-AR31           2-A-1      AAA
                 2005-AR31           2-A-2      AAA
                 2005-AR31           3-A-1      AAA
                 2005-AR31           4-A-1      AAA
                 2005-AR31           4-A-2      AAA
                 2005-AR31           5-A-1      AAA
                 2005-AR31           5-A-2      AAA
                 2005-AR31           A-R        AAA
                 2005-AR31           A-X        AAA

     Specialty Underwriting and Residential Finance Trust (SURF)

                 Transaction         Class      Rating
                 -----------         -----      ------
                 2004-AA1            I-A-1      AAA
                 2004-AA1            II-A-1     AAA
                 2004-AA1            II-A-2     AAA
                 2004-AA1            II-A3      AAA
                 2004-AA1            II-IO      AAA
                 2004-AA1            I-IO       AAA
                 2004-AA1            II-PO      AAA
                 2004-AA1            I-PO       AAA
                 2004-AA1            B-1        AA
                 2004-AA1            B-2        A
                 2004-AA1            B-3        BBB
                 2004-AA1            B-4        BB

       Structured Adjustable Rate Mortgage Loan Trust (SARM)

                 Transaction         Class      Rating
                 -----------         -----      ------
                 2005-2              A1         AAA
                 2005-2              A2         AAA
                 2005-2              A2X1       AAA
                 2005-2              A2X2       AAA
                 2005-2              B1         AA
                 2005-2              B2         AA
                 2005-2              B3         A+


SR TELECOM: Changes Name to SRX Post After Acquisition
------------------------------------------------------
SR Telecom Inc. changed its name to SRX Post Holdings Inc.  The
company's common shares are expected to trade on the Toronto Stock
Exchange under this new name in the coming days.

As announced on April 4, 2008, the company sold the majority of
its assets, including its brand, trademarks, intellectual
property, patents, inventories and equipment relating to its
symmetryONE and WiMAX Forum-certified symmetryMX product lines to
Sherbrooke (Quebec)-based Groupe Lagasse.  Group Lagasse operated
the business since April 4, 2008 under the name SR Telecom & Co.
S.E.C. as a Groupe Lagasse wholly owned subsidiary.

                          About SR Telecom

Headquartered in Quebec, Canada, SR Telecom (TSX: SRX) --
http://www.srtelecom.com/-- delivers broadband wireless access
(BWA) solutions that enable service providers to deploy voice,
Internet and next-generation services in urban, suburban and
remote areas.  The company has offices in Mexico, France and
Thailand.

SR Telecom Inc.'s consolidated balance sheet at June 30, 2007,
showed C$83.9 million in total assets and C$97.9 million in total
liabilities, resulting in a C$14.0 million total stockholders'
deficit.

SR Telecom is currently operating under the protection of the
Companies' Creditors Arrangement Act (CCAA).  The company
filed for creditor protection under the CCAA on Nov. 19, 2007.  On
Feb. 29, 2008, it obtained a court order to extend the period of
the Court-ordered stay of proceedings under the CCAA to May 2,
2008.


STANDARD PACIFIC: Posts $767.3 Million Net Loss in 2007
-------------------------------------------------------
Standard Pacific Corp. reported a net loss of $767.3 million for
the year ended Dec. 31, 2007, compared to net income of
$123.7 million for 2006.

Homebuilding revenues for the year were $2.889 billion versus
$3.740 billion last year.  

The company's fiscal year results included pretax impairment
charges (including discontinued operations) of $1.093 billion, or
$670.7 million after tax, delineated as follows:

    -- $456.1 million for ongoing consolidated real estate
       inventories; $336.0 million for land sold or held for sale;

     -- $211.8 million for the company's share of joint venture
        inventory impairment charges;

     -- $23.1 million for land deposit and capitalized
        pre-acquisition cost write-offs for abandoned projects;
        and

     -- $65.8 million for goodwill impairment charges.

The 2007 full year results also included a non-cash charge of
$180.5 million for the FAS 109 deferred tax asset valuation
allowance that the company was required to take for the quarter
ended Dec. 31, 2007.

"In the face of unprecedented housing market conditions, Standard
Pacific delivered measurable progress on our plan to generate
cash, pay down debt and improve our liquidity position," commented
Stephen J. Scarborough, chairman, chief executive and president of
the company.  

"We reduced inventory levels and generated cash across a number of
different fronts.  We exceeded our home delivery target for the
fourth quarter.  We also sold lots in a number of markets in order
to generate cash from both sale proceeds and from our ability to
monetize the loss on sale through NOL carrybacks for federal
income tax purposes.  In addition, we tightened our geographic
footprint by substantially exiting two non-core markets, Tucson
and San Antonio.  Finally, we continued to adjust and improve the
company's overhead and cost structure to right-size the
organization and produce homes more efficiently."

Mr. Scarborough went on to state that, "As we enter 2008, we
anticipate that housing market conditions will continue to weaken,
resulting in a decrease in company-wide deliveries.  In response,
we plan to cut new home starts, new community openings and spends
for land acquisitions and site development costs, and continue to
balance overhead to sales levels.  Based on our current view of
market conditions, we expect to generate positive cash flow during
the year even after paying off the remaining balance of the 2008
senior notes."

            Cash Generation and Debt Reduction Results

Standard Pacific ended the year with more than $219 million of
homebuilding cash on its balance sheet while reducing the balance
outstanding under the company's revolving credit facility during
the 2007 fourth quarter by more than $163 million to $90 million.

In addition, the company began to retire its $150 million of
6 1/2% senior notes due Oct. 1, 2008, through the open market
purchase in the fourth quarter of $24 million of those notes, and
the company paid down its trust deed notes payable by nearly
$66 million.  As a result of Standard Pacific's NOL carrybacks for
federal income taxes, the company expects to receive a tax refund
of approximately $235 million during the 2008 first quarter.

              Joint Venture Project Rationalization

The company exited six joint ventures during the fourth quarter
for aggregate net cash payments totaling approximately
$3.0 million.  In addition, the Company accelerated the take down
of lots from one Southern California venture while acquiring its
share of unstarted lots from another Southern California joint
venture, both moves to maximize tax cash flow benefits.  

As a result of these actions, combined with activity in previous
quarters, the company saw its absolute level of joint venture debt
(including discontinued operations) decline year over year by 39%
to $771 million.  Since the end of 2006, the company has reduced
the number of lots in its joint ventures (including discontinued
operations) by 45%.  Looking ahead, the company will continue to
carefully monitor its joint venture portfolio.

                             Backlog

The dollar value of the company's backlog (excluding joint
ventures) decreased 50% from the year earlier period to
$442.7 million at Dec. 31, 2007, reflecting a slowdown in order
activity and increased cancellation rates experienced during 2007
as well as a shorter average escrow period for home sales.

                          Long-Term Debt

At Dec. 31, 2007, the company had total long-term debt of
$1.774 billion, compared to total long-term debt of $1.940 billion
at Dec. 31, 2006.  Long-term debt represents the revolving credit
facility, trust deed and other notes payable, and senior and
senior subordinated notes payable, and excludes $11.4 million of
indebtedness related to liabilities from inventories not owned.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$3.401 billion in total assets, $2.368 billion in total
liabilities, $38 million in minority interests, and $995 million
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?2b23

                      About Standard Pacific

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- operates in  
many of the largest housing markets in the country with operations
in major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage, Universal Land Title of South Florida and
SPH Title.  

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B+' from 'BB-'.  Additionally, S&P lowered its rating on the
company's senior subordinated debt to 'B-' from 'B'.  The outlook
remains negative.


STATIC RESIDENTIAL: Poor Credit Quality Cues Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Static Residential CDO 2006-A Ltd.:

Class Description: Up to $475,000,000 Class A-1(a) Floating Rate
Notes Due 2038

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

Class Description: $197,000,000 Class A-1(b) Floating Rate Notes
Due 2038

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $110,000,000 Class A-2 Floating Rate Notes Due
2038

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

Class Description: $80,000,000 Class B Floating Rate Notes Due
2038

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $35,000,000 Class C Deferrable Interest
Floating Rate Notes Due 2038

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

Class Description: $43,000,000 Class D Deferrable Interest
Floating Rate Notes Due 2038

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $18,000,000 Class E Deferrable Interest
Floating Rate Notes Due 2038

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

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


STATIC RESIDENTIAL: Moody's Reviews 'Ba2' Rating on $46 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Static Residential CDO 2005-B Ltd.:

Class Description: $671,000,000 Class A-1 Floating Rate Notes Due
November 2040

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

Class Description: $100,000,000 Class A-2 Floating Rate Notes Due
November 2040

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $88,000,000 Class B Floating Rate Notes Due
November 2040

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $35,000,000 Class C Deferrable Interest
Floating Rate Notes Due November 2040

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $46,000,000 Class D Deferrable Interest
Floating Rate Notes Due November 2040

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

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


STATIC RESIDENTIAL: Moody's Reviews 'Ba2' Rating on $10 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Static Residential CDO 2005-C Ltd.:

Class Description: Up to $325,000,000 Class A-1 Variable Funding
Notes Due 2038

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

Class Description: $59,500,000 Class A-2 Floating Rate Notes Due
2038

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $44,000,000 Class B Floating Rate Notes Due
2038

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $17,500,000 Class C Deferrable Interest
Floating Rate Notes Due 2038

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $23,000,000 Class D Deferrable Interest
Floating Rate Notes Due 2038

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $10,000,000 Class E Deferrable Interest
Floating Rate Notes Due 2038

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

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


STATIC RESIDENTIAL: Moody's Lowers Ratings on Five Note Classes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Static Residential CDO 2005-A Ltd.:

Class Description: $328,250,000 ClassA-1 Floating Rate Notes Due
July 2040

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

Class Description: $55,000,000 Class A-2 Floating Rate Notes Due
July 2040

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

Class Description: $45,000,000 Class B Floating Rate Notes Due
July 2040

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $16,000,000 Class C Floating Rate Notes Due
July 2040

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $25,000,000 Class D Floating Rate Notes Due
July 2040

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

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


STILLWATER ABS: Moody's Downgrades Ratings on Six Classes of Notes
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Stillwater ABS CDO 2006-1, Ltd. and left on review
for possible further downgrade the ratings of three of these
classes.  The notes affected by this rating action are as follows:

(1) Class Description: $520,000,000 Class A-1 First Priority
Senior Secured Floating Rate Term Notes Due 2046

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

(2) Class Description: $72,475,000 Class A-2 Second Priority
Senior Secured Floating Rate Term Notes Due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

(3) Class Description: $26,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Term Notes Due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

(4) Class Description: $11,050,000 Class B Fourth Priority Senior
Secured Floating Rate Term Notes Due 2046

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

(5) Class Description: $8,125,000 Class C Fifth Priority Secured
Floating Rate Deferrable Interest Term Notes Due 2046

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

(6) Class Description: $4,550,000 Class D Sixth Priority Secured
Floating Rate Deferrable Interest Term Notes, Due 2046

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence as reported by
the Trustee on April 14, 2008, of an event of default caused when
the Class AB Overcollateralization Ratio falls below 95%, as
described in Section 5.1(i) of the Indenture dated Aug. 17, 2006.

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

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

The rating actions taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of further remedies to be pursued following
the default event.  Because of this uncertainty, the ratings
assigned to Class A-1 Notes, Class A-2 Notes and Class A-3 Notes
remain on review for possible further action.


STRIKE PETROLEUM: Gets Letter Demanding Repayment of $10.63MM Loan
------------------------------------------------------------------
On April 18, 2008, Strike Petroleum Ltd., a 100% subsidiary of
FairWest Energy Corporation, received a demand to repay its
outstanding indebtedness with its secured lender.  The Lender has
informed Strike that as of April 17, 2008, Strike owed the Lender
$10.63 million of principal and accrued interest of $0.17 million.  
If the amount due to the Lender is not paid, the Lender has the
right to enforce its security.

Strike is a wholly owned subsidiary of FairWest and is solely
responsible for its secured debt with the Lender.  Negotiations
between Strike and the Lender to date have not resulted in a
mutually agreeable agreement between the two parties.

FairWest and Strike intend to pursue ongoing negotiations with the
Lender to find a satisfactory resolution to valuation differences.
If both company are unable to make a deal, FairWest and Strike
said they will cooperate with the Lender to permit an orderly
liquidation of the Strike assets.

Strike's estimated March 2008 working interest production of 172
barrels of oil equivalent per day represented 20.5% of FairWest's
estimated March 2008 total production of 840 BOE/D.  FairWest's
discretionary cash flow will not be impacted materially if
liquidation of Strike is the final remedy as the present free cash
flow from the Strike assets is currently dedicated to the Lender.

The FairWest management team and board of directors anticipate
that in the event the Strike assets are liquidated the result will
be a significant reduction to the bank debt component of
FairWest's consolidated working capital deficiency.  The
resolution of the Strike situation will free up management
resources and cash flow to focus on production and reserve
additions associated with its non-Strike assets.  This will occur
through a defined program of acquisition, exploitation,
development and exploration opportunities.

FairWest has recently signed an Indicative letter to increase its
credit facilities with a Canadian bank that is not related to
Strike's Lender based on production success in other core areas.
The proceeds of FairWest's increased bank financing will be used
to make payments to FairWest's trade creditors.

                       About FairWest Energy

FairWest Energy Corporation (TSX:FEC) --
http://www.fairwestenergy.com/-- is a Calgary, Alberta based  
junior oil and gas company that acquires, explores, develops and
produces crude oil and natural gas in the provinces of Alberta and
Saskatchewan.

                       About Strike Petroleum

Strike Petroleum Ltd. operates in the oil and gas industry in
Calagary, Alberta.  It produces natural gas, and oil and liquids.
During the fiscal year ended September 30, 2006 (fiscal 2006), the
Company drilled 28 wells (26.1 net) of which 24 (22.6 net) were
successful gas wells, two (1.5 net) were successful oil wells, and
two were dry and abandoned.  During fiscal 2006, the company held
12,629 acres of land position through purchases and farm-in
arrangements.  As of Sept. 30, 2006, Strike's oil, natural gas and
natural gas liquids volumes averaged 482 boepd (barrels of oil
equivalent per day).  On Jan. 24, 2007, the company entered into
an arrangement agreement with FairWest Energy Corporation whereby
FairWest will acquire all of the issued and outstanding shares and
options of Strike.


SUMMER STREET: Moody's Cuts Ratings on $63 Mil. Notes to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings of these notes issued by
Summer Street 2007-1, Ltd.:

Class Description: $80,000,000 Class A-1SA Senior Secured Floating
Rate Notes Due 2052

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $63,000,000 Class A-1SB Senior Secured Floating
Rate Notes Due 2052

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Summer Street 2007-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.   
On January 31, 2008 the transaction experienced an event of
default caused by a failure of the Class A Overcollateralization
Ratio to be greater than or equal to the required amount pursuant
Section 5.1(i) of the Indenture dated June 5, 2007.  That event of
default is continuing.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the controlling class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the controlling
class.  Because of this uncertainty, the ratings of these two
classes of notes issued by Summer Street 2007-1, Ltd. are left on
review for possible further action.


SUMMER STREET: Two Classes of Notes Acquire Moody's Junk Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade these notes issued by Summer Street
2005-HG1, Ltd.:

Class Description: $935,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2045

-- Prior Rating: Aaa

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

Class Description: $100,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2045

-- Prior Rating: Aaa

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

Class Description: $21,500,000 Class B Floating Rate Subordinate
Secured Notes Due 2045

-- Prior Rating: Aa2

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

Class Description: $15,000,000 Class C Floating Rate Subordinate
Secured Deferrable Notes Due 2045

-- Prior Rating: A2

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

Class Description: $13,100,000 Class D Floating Rate Subordinate
Secured Deferrable Notes Due 2045

-- Prior Rating: Baa2

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

In addition, Moody's also downgraded these notes:

Class Description: $15,400,000 Class E Income Notes Due 2045

-- Prior Rating: Ba3

-- Current Rating: Ca

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


SUPERIOR OFFSHORE: Files For Chapter 11 Bankruptcy in Texas
-----------------------------------------------------------
Superior Offshore International Inc. filed a voluntary bankruptcy
petition in the U.S. Bankruptcy Court for the Southern District of
Texas.  The company said it will continue to operate its business
as "debtor in possession" under the jurisdiction of the Court in
accordance with the applicable provisions of the Bankruptcy Code
and orders of the Court.

The company has ceased all ongoing operations, and all of its
employees have been terminated except for those necessary to
assist in the wind-down of its affairs, according to the company's
regulatory filing with the Securities and Exchange Commission.

On April 24, 2008, James Perskey, Leon Codron and E. Donald Terry
resigned from the company's board of directors.  Mr. Terry also
resigned as the company's president and chief executive officer.  
Thomas E. Damon has resigned as the company's executive vice
president and chief financial officer, and Steven J. Singer has
resigned as the company's executive vice president and general
counsel.

Wayne M. Rose has resigned as the company's senior vice president-
commercial, and David Weinhoffer has been terminated as executive
vice president; however Mr. Rose and Mr. Weinhoffer each have been
rehired by the company to assist in the wind-down process.

The company's board of directors has appointed H. Malcolm Lovett,
Jr., of Strategic Capital Corporation, as a director and as its
chief restructuring officer.  Mr. Lovett will perform the duties
and assume the responsibilities of the president of the company.

To date, the company's board of directors consists of Mr. Lovett
and Eric Smith and Mr. Lovett.

                    NASDAQ's Delisting Notice

On April 23, 2008, the company received a delisting notice
from the Nasdaq's Listing Qualifications Department, citing the
company's failure to timely file its Annual Report on Form 10-K
for the year ended Dec. 31, 2007.  

The company then said that it needed additional time to complete
its financial statement review and approval process and needed to
provide additional documentation to its independent registered
public accounting firm, KPMG LLP, in order to resolve certain
pending items.

The Nasdaq's notice indicated that the company's common stock was
subject to delisting from The Nasdaq Stock Market at the opening
of business on April 28, 2008, unless the company requested a
hearing in accordance with the Nasdaq Marketplace Rules.  The
company at the time said it does not intend to request such a
hearing.

In addition, the company said its negotiations to obtain
additional financing in order to address its liquidity position
has contributed to the delay.  

                         Credit Facility

On April 10, 2008, the company and JPMorgan Chase Bank, N.A., as
administrative agent, entered into a Fifth Amendment to Credit
Agreement and Consent, effective as of April 4, 2008, to the
Credit Agreement dated as of February 27, 2007 among the company,
the lenders party thereto and the Administrative Agent, as
amended.

Among other things, the amendment provided that on May 8, 2008,
the commitments of each of the lenders under the Credit Agreement
will automatically terminate and the principal of all outstanding
loans, together with accrued and unpaid interest thereon, and all
other outstanding obligations of the company under the Credit
Agreement and any other loan document will become immediately due
and payable.

Furthermore, the Amendment also reduced the sublimit up to which
the Company may request the issuance of letters of credit under
the Credit Agreement to $11,993,000 for the period from and
including April 10, 2008 to but excluding May 8, 2008.  In
addition, the Amendment reduced the aggregate amount of the
lenders' commitment to make revolving loans and to acquire
participations in Letters of Credit, Overadvances and Swingline
Loans to $16,993,000.  The amendment also reduced the sublimit up
to which each lender may make revolving loans to the Company from
$5,000,000 to $0, in weekly increments of $1,250,000 between April
10 and May 8, 2008.

Pursuant to the amendment, the administrative agent consented to
the sale by the company of two of its four-point vessels, the Gulf
Diver IV and Gulf Diver V, and a crane located at its fabrication
facility in Amelia, Louisiana, provided that the Company applies
100% the net proceeds of these sales to the prepayment of its
obligations under the Credit Agreement.

On April 10, 2008 the company and the administrative agent entered
into a collateral account agreement, effective as of April 4,
2008, as security for certain letters of credit outstanding as of
the date of the amendment and the agreement.  Under the agreement,
the company has granted to the administrative agent a security
interest in, among other things, all cash, instruments,
securities, other financial assets and funds deposited from time
to time in the collateral account established under the Agreement.

A full-text copy of the Amended Credit Agreement is available for
free at http://ResearchArchives.com/t/s?2b30

A full-text copy of the Collateral Account Agreement is available
for free at http://ResearchArchives.com/t/s?2b31

                      About Superior Offshore

Headquartered in Houston Texas, Superior Offshore
(Nasdaq: DEEP) -- http://www.superioroffshore.com/-- provides  
subsea construction and commercial diving services to the offshore
oil and gas industry.  The company's construction services include
installation, upgrading and decommissioning of pipelines and
production infrastructure.  The company operates a fleet of seven
service vessels and provides remotely operated vehicles (ROVs) and
saturation diving systems for deepwater and harsh environment
operations.

                           *    *    *

The company's consolidated balance sheets showed total assets of
$300,532,000 and total debts of $141,139,000 for the quarterly
period ended Sept. 30, 2007.

The company incurred $1,038,000 in net loss in nine months ended
Sept. 30, 2007, compared with $37,000,000 in net income the
previous year.


SUPERIOR OFFSHORE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Superior Offshore International, Inc.
        717 Texas Avenue, Suite 3150
        Houston, TX 77002

Bankruptcy Case No.: 08-32590

Type of Business: The Debtor provides subsea construction and
                  commercial diving services to the offshore oil
                  and gas industry, serving operators in the outer
                  continental shelf and deep waters of the U.S.
                  Gulf of Mexico as well as offshore Mexico, Latin
                  America, Africa and the Middle East.  See
                  http://www.superioroffshore.com/

Chapter 11 Petition Date: April 24, 2008

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: David Ronald Jones, Esq.
                  Email: djones@porterhedges.com
                  Joshua Walton Wolfshohl, Esq.
                  Email: jwolfshohl@porterhedges.com
                  Porter & Hedges LLP
                  1000 Main St., 36th Flr.
                  Houston, TX 77002-6336
                  Tel: (713) 226-6653, (713) 226-6695
                  Fax: (713) 226-6253, (713) 226-6295
                  http://www.porterhedges.com/

Total Assets: $300,532,000

Total Debts:  $141,139,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Superior Subsea Personnel      $7,069,897
Services.
P.O. Box 309GT
Ugland House S. Church St.
George Town, Grand Caym.

Gulmar Offshore Middle East    $3,763,314

Crossmar, Inc.                 $3,283,597
P.O. Box 446
1950 S. Van Ave.
Houma, LA 70361

Amertrin                       $1,404,010
PL#1 Exchange Lots
Couva, Trinidad, WI

L&L Oil and Gas Services, LL   $961,305
P.O. Box 201617
Dallas, TX 75320-1617

Hornbeck Offshore Services,    $718,953
LLC
P.O. Box 54863
New Orleans, LA 70154

Bracewell & Giuliani           $672,023
711 Louisiana St., Ste. 2300
Houston, TX 77002-2770

KPMG, LLP                      $546,703
Dept. 0721
P.O. Box 120001
Dallas, TX 75312-0721

Arc Control, Inc.              $504,295
4875 Tufts Rd.
Mobile, AL 36619

Integra Service Technologies   $502,445
P.O. Box 972353
Dallas, TX 75397-2353

Goodcrane Corp.                $468,434
6631 Rixie Rd. S.E.
Olympia, WA 98501

Morgan City Rentals            $414,440
P.O. Box 2946
Morgan City, LA 70381

Buxo Trinidad & Tobago, Ltd.   $387,702
P.O. Box 1973, Wrightson Rd.
Port of Spain, Trinidad, WI

Unique System, LLC             $365,465
1205 Tool St.
New Iberia, LA 70560

Mako Technologies, LLC         $312,248
P.O. Box 3186
Morgan city, LA 70381

Opportune                      $312,121
711 Louisiana St., Ste. 1770
Houston, TX 77002

Pharma-Safe, LLC               $310,525
P.O. Box 1059
10271 Flordia Blvd.
Walker, LA 70785

IRS                            $310,357
P.O. Box 249
Memphis, TN 38101

Det Norske Vertias             $282,209
3445 North Causeway Blvd.
AAA Bldg., Ste. 707
Metaire, LA 70002

Airplus International, Inc.    $255,136
P.O. Box 7247-6064
Philadelphia, PA 19170


TAYLOR CAPITAL: Posts $10 Mil. Net Loss in Year Ended December 31
-----------------------------------------------------------------
Taylor Capital Group Inc. reported net loss of $9.6 million for
the year ended Dec. 31, 2007, compared with net income of
$46.2 million in 2006.

The net loss in 2007 was attributable to a non-cash, after-tax
charge of $23.2 million for the write-off of goodwill in the
fourth quarter.  This one-time write-off of all of the company's
recorded goodwill was driven by the trading of the company's
common stock at a discount to book value and had no impact on the
company's cash flows, tangible book value or regulatory capital.

Excluding this one-time charge for the write-off of goodwill, net
operating earnings were $13.7 million.  The largest component of
the decline in operating earnings was attributable to a
$31.9 million provision for loan losses in 2007, compared with a
provision of $6.0 million in 2006.

Additionally, net interest income in 2007 declined $6.5 million,
or 5.8%, as a result of a lower net interest margin in 2007.  Net
income in 2006 included $15.5 million of tax benefits associated
with the resolution of particular tax uncertainties.

The fourth quarter of 2007 reflected a net loss of $29.3 million
compared with net income of $7.2 million in the third quarter of
2007.  The decrease in income resulted from a $23.2 million write-
off of goodwill and a $23.0 million provision for loan losses in
the fourth quarter, compared with a $3.4 million provision in the
third quarter.

The cause of the increased provision was further deterioration in
loans relating to residential construction and land development.
Net income in the third quarter of 2007 also included $2.2 million
of loan syndication fees, while no such fees were received in the
fourth quarter of 2007.

                 Liquidity and Capital Resources

At Dec. 31, 2007, its total assets increased $176.8 million, to
$3.56 billion compared to total assets of $3.38 billion at
Dec. 31, 2006.  The growth in total assets was mainly funded with
increased other borrowings of $126.7 million and increased Federal
Home Loan Bank or FHLB advances of $125.0 million.

Cash inflow from operations exceeded cash outflows by
$39.9 million in 2007.  The company believes that its current
sources of funds are adequate to meet all of its financial
commitments and asset growth targets for 2008.

Its net cash outflows from investing activities for the year ended
Dec. 31, 2007, was $260.8 million. During 2007, the net cash
outflow was primarily invested in $344.1 million of available-for-
sale investment securities.  

Its net cash inflows from financing activities for year ended
Dec. 31, 2007, was $169.5 million.  During 2007, the cash inflows
were from net increases in other borrowings of $126.7 million and
FHLB advances of $125.0 million.  Cash was utilized in 2007 to
fund net deposit outflows of $61.1 million and its repurchase of
$17.6 million in shares of its common stock.

During 2007, the company repurchased 629,661 shares of its common
stock under its stock repurchase program at a total cost of
$17.6 million.  Total shares outstanding at Dec. 31, 2007, were
10,551,994, compared with 11,131,059 at Dec. 31, 2006.  Stock
repurchases in the fourth quarter of 2007 totaled 254,900 shares
at a cost of $6.5 million.

                     About Taylor Capital

Headquartered in Illinois, Chicago, Taylor Capital Group Inc.
(Nasdaq: TAYC) -- http://www.taylorcapitalgroup.com/-- is a bank-      
holding company.  The company derives virtually all of its revenue
from its subsidiary, Cole Taylor Bank, which presently operates 11
banking centers throughout the Chicago metropolitan area.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$3.556 billion in total assets, $2.580 billion in total deposits,
$722.0 million in other liabilities, and $254.3 million in total
stockholders' equity.
    
                          *     *     *

As reported in the Troubled company Reporter on Feb. 1, 2008,
Fitch Ratings downgraded the individual rating of the company to
'C' from 'B/C'.  The rating outlook has been revised to negative
from stable.


TERM CDO: Moody's Downgrades Ratings on Four Classes of Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Term CDO 2007-1 Ltd.

Class Description: $105,000,000 Class A-1LA Floating Rate Notes
Due January 2038

  -- Prior Rating: Aaa, Review for Possible Downgrade
  -- Current Rating: Ba2, Review for Possible Downgrade

Class Description: $21,000,000 Class A-1LB Floating Rate Notes Due
January 2038

  -- Prior Rating: A1, Possible Downgrade
  -- Current Rating: Caa3, Review for Possible Downgrade

In addition, Moody's downgraded the ratings on these notes:

Class Description: $28,000,000 Class A-2L Floating Rate Notes Due
January 2038

  -- Prior Rating: Baa2, Review for Possible Downgrade
  -- Current Rating: Ca

Class Description: $18,000,000 Class A-3L Floating Rate Deferrable
Notes Due January 2038

  -- Prior Rating: Caa2, Review for Possible Downgrade
  -- Current Rating: Ca

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


TERWIN MORTGAGE: S&P Downgrades Ratings on Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 67
classes of mortgage pass-through certificates from 12 transactions
issued by GSAMP Trust, JPMorgan Mortgage Acquisition Trust, Long
Beach Mortgage Loan Trust, and Terwin Mortgage Trust.

Concurrently, S&P placed its ratings on 18 classes on CreditWatch
with negative implications and affirmed S&P's ratings on 31
classes from these transactions.  Of the 12 subprime transactions
S&P reviewed, six were issued in 2005 and six were issued in 2006.
     
The downgrades reflect deterioration in available credit support
to these classes.  S&P addressed only the defaulted classes from
the affected 2006 deals because S&P had analyzed these
transactions as part of another recent review.  Although a
combination of subordination, excess spread, and
overcollateralization provides credit support to these subprime
transactions, O/C has been reduced to zero for all 12
transactions, which are seasoned 18 to 36 months.  

S&P lowered 15 ratings to 'D' due to the complete erosion of
credit support and realized losses incurred by the classes.  As of
the March 2008 remittance period, cumulative losses for the
affected 2005 deals, as a percentage of the respective original
pool balances, ranged from 1.85% (Terwin Mortgage Trust Series
TMTS 2005-6HE) to 3.40% (Long Beach Mortgage Loan Trust 2005-WL1,
structure 1).  Severe delinquencies (90-plus days, foreclosures,
and REOs) for the 2005 affected transactions ranged from 23.65%
(Long Beach Mortgage Loan Trust 2005-WL1, structure 2) to 39.66%
(Long Beach Mortgage Loan Trust 2005-3) of the current pool
balances.  The amount of severe delinquencies has significantly
increased for all 2005 deals during recent months, and the
delinquency pipelines do not indicate that these levels will
improve.  Most of these deals are failing their delinquency and
loss triggers due to the high levels of delinquencies and
significant monthly net losses.  
     
S&P placed its ratings on 18 classes from three transactions
issued in 2005 on CreditWatch negative.  While each of the
certificate classes with ratings placed on CreditWatch negative
lacks what S&P believes to be a sufficient amount of credit
enhancement relative to projected losses, S&P will take no further
rating actions until S&P has completed additional analysis.  S&P
expects to further evaluate the date of the projected defaults
versus the date of payment in full, as well as the relationships
between projected credit support and projected losses throughout
the remaining life of each certificate.
     
The affirmations of the remaining classes from these transactions
reflect loss coverage percentages that were sufficient at the
current rating levels as of the March 2008 distribution period.

                         Ratings Lowered

                           GSAMP Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-WMC1           M-4        362341PY9     CCC            A+
2005-WMC1           M-5        362341PZ6     CCC            A
2005-WMC1           M-6        362341PW3     CCC            A-
2005-WMC1           B-1        362341QA0     CCC            BBB+
2005-WMC1           B-2        362341QB8     CC             BBB+
2005-WMC1           B-3        362341QC6     CC             BB+
2005-WMC1           B-4        362341QD4     CC             B
2005-WMC1           B-5        362341QE2     D              CCC
2006-FM1            B-4        362334PW8     D              CC

                JPMorgan Mortgage Acquisition Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2006-WMC3           M-10       46629KAR0     D              CC

                  Long Beach Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-3              M-4        542514PA6     CCC            A+
2005-3              M-5        542514PB4     CCC            A
2005-3              M-6        542514PC2     CCC            A-
2005-3              M-7        542514PD0     CC             BBB+
2005-3              M-8        542514PE8     CC             BB
2005-3              M-9        542514PF5     CC             BB-
2005-3              M-10       542514PG3     CC             B
2005-3              M-11       542514PH1     D              CCC
2005-WL1            III-M1     542514MF8     AA             AA+
2005-WL1            III-M2     542514MG6     BBB            AA
2005-WL1            III-M3     542514MH4     B              A+
2005-WL1            I/II-M5    542514LM4     BBB            A
2005-WL1            III-M4     542514MJ0     CCC            A
2005-WL1            I/II-M6    542514LN2     BB-            A-
2005-WL1            III-M5     542514MK7     CCC            A-
2005-WL1            I/II-M7    542514LP7     B              BBB+
2005-WL1            III-M6     542514ML5     CCC            BBB+
2005-WL1            I/II-M8    542514LQ5     CCC            BBB
2005-WL1            III-M7     542514MM3     CCC            BBB
2005-WL1            III-M8     542514MN1     CC             BBB
2005-WL1            I/II-M9    542514LR3     CCC            BBB-
2005-WL1            III-M9     542514MS0     CC             BBB-
2005-WL1            I/II-B1    542514LS1     CC             BB+
2005-WL1            I/II-M10   542514LW2     CCC            BB+
2005-WL1            III-B1     542514MP6     CC             BB+
2005-WL1            III-B2     542514MQ4     D              BB
2005-WL1            I/II-B2    542514LT9     D              BB-
2005-WL1            I/II-B3    542514LU6     D              BB-
2005-WL1            III-B3     542514MR2     D              B+
2005-WL2            M-3        542514ND2     A              AA-
2005-WL2            M-4        542514NE0     BBB            A+
2005-WL2            M-5        542514NF7     BB             A+
2005-WL2            M-6        542514NG5     B              A
2005-WL2            M-7        542514NH3     CCC            BBB+
2005-WL2            M-8        542514NJ9     CCC            BBB+
2005-WL2            M-9        542514NK6     CCC            BBB
2005-WL2            M-10       542514NL4     CCC            BB+
2005-WL2            B-1        542514NQ3     CC             B
2005-WL2            B-2        542514NR1     CC             CCC
2005-WL2            B-3        542514NS9     D              CCC
2006-2              M-10       542514UE2     D              CC
2006-3              B          542514UX0     D              CC
2006-4              M-11       54251MAR5     D              CC
2006-WL2            B-1        542514SP0     D              CC

                      Terwin Mortgage Trust
                                                       Rating
Transaction        Class      CUSIP         To             From
TMTS 2005-16HE     M-4A       881561ZP2     CCC            BB
TMTS 2005-16HE     M-4B       881561ZQ0     CCC            B
TMTS 2005-16HE     M-5A       881561ZR8     CC             B
TMTS 2005-16HE     M-5B       881561ZS6     CC             B
TMTS 2005-16HE     M-6A       881561ZT4     CC             B
TMTS 2005-16HE     M-6B       881561ZU1     CC             B
TMTS 2005-16HE     B-1        881561ZV9     CC             CCC
TMTS 2005-16HE     B-2        881561ZW7     CC             CCC
TMTS 2005-16HE     B-3        881561ZX5     D              CCC
TMTS 2005-6HE      B-2        881561RG1     BB             BBB+
TMTS 2005-6HE      B-3        881561RH9     B              BB
TMTS 2005-6HE      B-4        881561TH7     CC             CCC
TMTS 2005-6HE      B-5        881561TJ3     D              CCC

              Ratings Placed on CreditWatch Negative

                            GSAMP Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-WMC1           M-1        362341PU7     AA+/Watch Neg  AA+
2005-WMC1           M-2        362341PV5     AA/Watch Neg   AA
2005-WMC1           M-3        362341PX1     AA-/Watch Neg  AA-

                  Long Beach Mortgage Loan Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-3              I-A        542514NT7     AAA/Watch Neg  AAA
2005-3              II-A2      542514NV2     AAA/Watch Neg  AAA
2005-3              II-A3      542514NW0     AAA/Watch Neg  AAA
2005-3              M-1        542514NX8     AA+/Watch Neg  AA+
2005-3              M-2        542514NY6     AA/Watch Neg   AA
2005-3              M-3        542514NZ3     AA-/Watch Neg  AA-

                       Terwin Mortgage Trust

                                                   Rating
                                                   ------
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2005-16HE           AF-3       881561ZB3     AAA/Watch Neg  AAA
2005-16HE           AV-2       881561ZF4     AAA/Watch Neg  AAA
2005-16HE           AV-3       881561ZG2     AAA/Watch Neg  AAA
2005-16HE           M-1A       881561ZH0     AA+/Watch Neg  AA+
2005-16HE           M-1B       881561ZJ6     AA+/Watch Neg  AA+
2005-16HE           M-2A       881561ZK3     AA/Watch Neg   AA
2005-16HE           M-2B       881561ZL1     AA/Watch Neg   AA
2005-16HE           M-3A       881561ZM9     A+/Watch Neg   A+
2005-16HE           M-3B       881561ZN7     BBB+/Watch Neg BBB+

                        Ratings Affirmed

                           GSAMP Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-WMC1           A-3        362341PS2     AAA
          2005-WMC1           A-4        362341PT0     AAA

                  Long Beach Mortgage Loan Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-WL1            I-A-1      542514LC6     AAA
          2005-WL1            II-A4      542514LG7     AAA
          2005-WL1            III-A3     542514ME1     AAA
          2005-WL1            I/II-M1    542514LH5     AA+
          2005-WL1            I/II-M2    542514LJ1     AA
          2005-WL1            I/II-M3    542514LK8     AA-
          2005-WL1            I/II-M4    542514LL6     A+
          2005-WL2            I-A1       542514NM2     AAA
          2005-WL2            I-A2       542514MV3     AAA
          2005-WL2            II-A1      542514NN0     AAA
          2005-WL2            II-A2      542514NP5     AAA
          2005-WL2            III-A1     542514MW1     AAA
          2005-WL2            III-A1A    542514MX9     AAA
          2005-WL2            III-A3     542514MZ4     AAA
          2005-WL2            III-A4     542514NA8     AAA
          2005-WL2            M-1        542514NB6     AA+
          2005-WL2            M-2        542514NC4     AA

                       Terwin Mortgage Trust

          Transaction         Class      CUSIP         Rating
          -----------         -----      -----         ------
          2005-16HE           AF-2       881561ZA5     AAA
          2005-16HE           AF-4       881561ZC1     AAA
          2005-16HE           AF-5       881561ZD9     AAA
          2005-6HE            A-1C       881561QX5     AAA
          2005-6HE            S          881561QY3     AAA
          2005-6HE            M-1        881561QZ0     AA+
          2005-6HE            M-2        881561RA4     AA+
          2005-6HE            M-3        881561RB2     AA
          2005-6HE            M-4        881561RC0     AA
          2005-6HE            M-5        881561RD8     A+
          2005-6HE            M-6        881561RE6     A+
          2005-6HE            B-1        881561RF3     A


TERWIN MORTGAGE: Credit Support Erosion Cues S&P's 11 Rating Cuts
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes of asset-backed certificates from Terwin Mortgage Trust
Series TMTS 2005-18ALT.  At the same time, S&P placed its ratings
on classes A-4 and P-X on CreditWatch with negative implications.   
Furthermore, S&P affirmed its ratings on the remaining four
classes from this transaction.
     
The downgrade of class B-4 to 'D' from 'CCC' reflects the complete
erosion of credit support and the subsequent write-downs for this
class.  Class B-4 realized $261,346 in losses during the March
2008 remittance period.      

The lowered ratings on the remaining classes and the CreditWatch
placements of classes A-4 and P-X reflect a steady increase in the
dollar amount of loans in the transaction's delinquency pipeline
over the past six months, combined with deterioration in credit
support due to realized losses.  The high levels of total
delinquencies and severe delinquencies (90-plus days,
foreclosures, and REOs) in this transaction indicate that losses
will continue to increase and further erode available credit
support.  Severe delinquencies have risen by 43% over the past six
remittance periods to $40.059 million, while the average monthly
net loss over the same period was $585,733.
     
As of the March 2008 remittance period, cumulative realized losses
were $5,378,184, or 1.51% of the original principal balance; total
delinquencies were 30.86% of the current principal balance; and
severe delinquencies were 18.31% of the current principal balance.
     
The lowered ratings are in line with S&P's projected credit
enhancement amounts following the liquidation of many of the loans
currently in the transaction's delinquency pipeline.  S&P's
expected losses also factor in loans that are now current but may
default in the future.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.  The initial credit enhancement
percentages meet or exceed the amount required for the affirmed
ratings.
     
Subordination is the primary source of credit support for this
transaction.  The underlying collateral for the deal consists
primarily of fixed- and adjustable-rate, conventional mortgage
loans secured by first liens on one- to four-family residential
properties.

                          Ratings Lowered

            Terwin Mortgage Trust Series TMTS 2005-18ALT
                     Asset-backed certificates

                                                Rating
                                                ------
     Series            Class               To             From
     ------            -----               --             ----
     TMTS 2005-18ALT   M-1                 BBB+           AA+
     TMTS 2005-18ALT   M-2                 BB             AA
     TMTS 2005-18ALT   M-3                 BB-            AA-
     TMTS 2005-18ALT   M-4                 B+             A+
     TMTS 2005-18ALT   M-5                 B              BBB+
     TMTS 2005-18ALT   M-6                 B-             BB
     TMTS 2005-18ALT   M-X                 B-             BB
     TMTS 2005-18ALT   B-1                 CCC            BB
     TMTS 2005-18ALT   B-2                 CCC            B
     TMTS 2005-18ALT   B-X                 CCC            B
     TMTS 2005-18ALT   B-4                 D              CCC

              Ratings Placed on CreditWatch Negative

           Terwin Mortgage Trust Series TMTS 2005-18ALT
                     Asset-backed certificates

                                                Rating
                                                ------
     Series            Class               To             From
     ------            -----               --             ----
     TMTS 2005-18ALT   A-4                 AAA/Watch Neg  AAA
     TMTS 2005-18ALT   P-X                 AAA/Watch Neg  AAA

                        Ratings Affirmed

           Terwin Mortgage Trust Serie TMTS 2005-18ALT
                    Asset-backed certificates

              Series            Class               Rating
              ------            -----               ------
              TMTS 2005-18ALT   A-1                 AAA
              TMTS 2005-18ALT   A-2                 AAA
              TMTS 2005-18ALT   A-3                 AAA
              TMTS 2005-18ALT   B-3                 CCC


UAL CORP: Continental Airlines Chooses Not to Merge with United
---------------------------------------------------------------
Continental Airlines Inc.'s Chairman and Chief Executive Officer
Larry Kellner and President Jeff Smisek disclosed to more than
45,000 employees that the company's Board of Directors unanimously
supported the management's recommendation that, in the current
industry environment, the best course for Continental is not to
merge with another airline at this time.

As reported in the Troubled Company Reporter on March 20, 2008,
UAL Corp., United Air Lines Inc.'s parent, planned to pursue a
consolidation with Continental Airlines if given the go-ahead, to
create the airline industry's biggest carrier, United Press
International reports.  Stephen Canale, a union representative on
United Airlines' board of directors, said that Continental is
"without question" the first choice for a United merger.

According to the two executives, the Board very carefully
considered all the risks and benefits of a merger with another
airline, and determined that the risks of a merger at this time
outweigh the potential rewards, as compared to Continental's
prospects on a standalone basis.  The management will, however,
continue to review potential alliances and its membership in
SkyTeam.  Continental is considering alternatives to SkyTeam as
its carefully evaluates which major global alliance will be best
for Continental over the long term.

While some would prefer to see Continental pursue a merger, the
company strongly believes it has made the right decision -- one
that is in the best interests of its stockholders, co-workers,
customers and the communities it serves.

Messrs. Kellner and Smisek relate that every U.S. carrier,
including Continental, is under enormous pressure from record high
fuel prices, a slowing U.S. economy and a weak dollar.  In today's
harsh environment, the company must continue to adjust its
business model to ensure it to successfully navigate through these
difficult times, so that in the future it can once again grow and
prosper.

In the meantime, Continental must all continue to concentrate on
what it does so well: delivering clean, safe and reliable air
transportation every day.

Even in these tough times, Messrs. Kellner and Smisek said,
Continental has great strengths.  It has an enviable position in
the New York market, a powerful hub in Houston, and hubs in
Cleveland and Guam.  Continental has a solid trans-Atlantic route
network, which has recently been enhanced by our access to London
Heathrow.  It also has a great Latin American network and a
growing portfolio of routes to India and Asia.  Continental flies
the youngest, most fuel-efficient fleet and have the best new
aircraft order book among the major network carriers.

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/   
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                       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
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).

                            *     *     *

Moody's Investor Service placed UAL Corp.'s long term corporate
family and probability ratings at 'B2' in January 2007.  The
ratings still hold to date with a stable outlook.


UAL CORP: Begins Merger Discussions with US Airways
---------------------------------------------------
US Airways Group Inc. recently got together with United Airlines,
Inc. to discuss a potential merger, which would revive a
consolidation that was turned down by regulators in 2001, Ted
Reed of the TheStreet.com reported.  

US Airways and United were already having discussions even before
Delta Airlines, Inc. and Northwest Airlines Corp. announced plans
to merge, a person familiar with the situation had disclosed.
However, the Delta-Northwest deal has spurred talks of a
Continental-United consolidation, which could push US Airways out
of the picture, the source said.

US Airways Chief Executive Officer Doug Parker made no move to
counter speculations that US Airways may be involved in another
merger.  But he did say that if US Airways does take part in a
merger, "we will do so because we believe it is the best
interests of our employees and our airline."

Mr. Parker added that despite the problems associated with the
2005 merger between America West and US Airways, the carrier is
stronger today as a result, said Mr. Reed.

Meanwhile, an airline analyst wrote in a research note this week,
that a US Airways-United deal has "considerable merit" and would
be less complicated than a UAL-Continental merger, The Charlotte
Observer reported.

According to the Observer, a US Airways-United merger could be
easier when it comes to aligning the wages of pilots, combining
fleets and reducing flights and seats.

                        DOT Reduces Fine

The U.S. Department of Transportation reduced the fine it imposed
against US Airways Group Inc. for problems related to the
company's reporting of flight delays, the Pittsburgh Business
Times reports.

The Business Times says the fine has been reduced from $50,000 to
$30,000.

US Airways had explained that the "problem stemmed from melding
reservation systems after the 2005 merger with America West
Airlines," according to the paper.

"This stemmed from having two separate reservations system prior
to our March 2007 reservations system integration," US Airways
spokesman Morgan Durrant said, reports Business Times.  "What
likely happened is that someone called a pre-merger America West
reservations center and asked for on-time performance information
for a pre-merger US Airways flight.  At any rate, the issue is
fixed and on-time performance information is available to callers
who ask."

The DOT requires U.S. carriers to disclose flight delays to
federal government and consumers.

                USAIR Builds New Maintenance Plant

US Airways started building a new equipment maintenance plant at
the Philadelphia International Airport on April 17, 2008, Linda
Loyd of The Philadelphia Inquirer reports.

US Airways expects the 58,000-square-foot plant to be completed
late next year, at an estimated total cost of $18,000,000, Ms.
Loyd notes.   The plant will consolidate three existing US
Airways repair facilities at the airport, The Philadelphia
Inquirer says.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 158; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services revised its outlook on US
Airways Group Inc. to stable from positive.  S&P has affirmed all
ratings, including the 'B-' long-term corporate credit rating.

The TCR reported on April 17, 2008, that Fitch Ratings has
affirmed the debt ratings of US Airways Group, Inc. as: Issuer
Default Rating at 'B-'; Secured term loan rating at 'BB-/RR1'; and
Senior unsecured rating at 'CCC/RR6'.  Fitch's ratings apply to
approximately $1.7 billion in outstanding debt.  The Rating
Outlook has been revised to Stable from Positive.

                          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.

On April 24, 2008, the TCR related that 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.


US AIRWAYS: Begins Merger Discussions with United Airlines
----------------------------------------------------------
US Airways Group Inc. recently got together with United Airlines,
Inc. to discuss a potential merger, which would revive a
consolidation that was turned down by regulators in 2001, Ted
Reed of the TheStreet.com reported.  

US Airways and United were already having discussions even before
Delta Airlines, Inc. and Northwest Airlines Corp. announced plans
to merge, a person familiar with the situation had disclosed.
However, the Delta-Northwest deal has spurred talks of a
Continental-United consolidation, which could push US Airways out
of the picture, the source said.

US Airways Chief Executive Officer Doug Parker made no move to
counter speculations that US Airways may be involved in another
merger.  But he did say that if US Airways does take part in a
merger, "we will do so because we believe it is the best
interests of our employees and our airline."

Mr. Parker added that despite the problems associated with the
2005 merger between America West and US Airways, the carrier is
stronger today as a result, said Mr. Reed.

Meanwhile, an airline analyst wrote in a research note this week,
that a US Airways-United deal has "considerable merit" and would
be less complicated than a UAL-Continental merger, The Charlotte
Observer reported.

According to the Observer, a US Airways-United merger could be
easier when it comes to aligning the wages of pilots, combining
fleets and reducing flights and seats.

                        DOT Reduces Fine

The U.S. Department of Transportation reduced the fine it imposed
against US Airways Group Inc. for problems related to the
company's reporting of flight delays, the Pittsburgh Business
Times reports.

The Business Times says the fine has been reduced from $50,000 to
$30,000.

US Airways had explained that the "problem stemmed from melding
reservation systems after the 2005 merger with America West
Airlines," according to the paper.

"This stemmed from having two separate reservations system prior
to our March 2007 reservations system integration," US Airways
spokesman Morgan Durrant said, reports Business Times.  "What
likely happened is that someone called a pre-merger America West
reservations center and asked for on-time performance information
for a pre-merger US Airways flight.  At any rate, the issue is
fixed and on-time performance information is available to callers
who ask."

The DOT requires U.S. carriers to disclose flight delays to
federal government and consumers.

                USAIR Builds New Maintenance Plant

US Airways started building a new equipment maintenance plant at
the Philadelphia International Airport on April 17, 2008, Linda
Loyd of The Philadelphia Inquirer reports.

US Airways expects the 58,000-square-foot plant to be completed
late next year, at an estimated total cost of $18,000,000, Ms.
Loyd notes.   The plant will consolidate three existing US
Airways repair facilities at the airport, The Philadelphia
Inquirer says.

                          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.

On April 24, 2008, the TCR related that 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.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 158; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services revised its outlook on US
Airways Group Inc. to stable from positive.  S&P has affirmed all
ratings, including the 'B-' long-term corporate credit rating.

The TCR reported on April 17, 2008, that Fitch Ratings has
affirmed the debt ratings of US Airways Group, Inc. as: Issuer
Default Rating at 'B-'; Secured term loan rating at 'BB-/RR1'; and
Senior unsecured rating at 'CCC/RR6'.  Fitch's ratings apply to
approximately $1.7 billion in outstanding debt.  The Rating
Outlook has been revised to Stable from Positive.


USA COMMERCIAL: SEC Files Lawsuit Against Former CEO for Fraud
--------------------------------------------------------------
The U.S. Securities and Exchange Commission filed a lawsuit in the
U.S. District Court for the District of Nevada against Joseph
Milanowski, the former president of USA Commercial Mortgage
Company, for fraud and misappropriation of the company's trust
fund.

The company, doing business as USA Capital, raised more than
$960 million from approximately 6,800 investors through various
investments in real estate loans.  The fraud case against Mr.
Milanowski relates to one of USA Capital's investment vehicles,
the USA Capital Diversified Trust Deed Fund, which from May 2000
to September 2005 raised $150 million from 1,900 investors.

Contrary to the representations to the Fund investors, the SEC
relates, Mr. Milanowski used the vast majority of the Fund's
offering proceeds to make unsecured loans to entities affiliated
with him, which entities eventually defaulted on the loans.  As a
result of Mr. Milanowski's misuse of the Fund's money and the
large number of defaulted loans, USA Capital, certain of its
affiliates, and the Fund filed for Chapter 11 protection in April
2006 and the Fund investors lost over half of their investments.

The SEC accused Mr. Milanowski of:

   -- violating Sections 5(a) and 5(c) of the Securities Act by
      not registering or filing a registration statement with
      the SEC; and

   -- violating Section 17(a) and Section 10(b) of the Securities
      Act by offering, selling, or purchasing securities by the
      use of means or instruments of communication in interstate
      commerce or by the use of mails:

      a) with scienter, employed devices, or schemes to defraud;

      b) to obtain money or property by means of untrue statements
         of material fact or by omitting to state a material fact
         necessary in order to mislead;

      c) to engage in transactions, practices, or courses of
         business which would be classified as fraud or deceit
         upon the purchaser.

                         About USA Capital

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represent the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, has been employed as Chief Restructuring Officer
for the Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represent the Official Committee of Unsecured Creditors of USA
Commercial Mortgage Company.  Edward M. Burr at Sierra Consulting
Group, LLC, gives financial advice to the Creditors Committee of
USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represent the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., gives
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represent the Official Committee of Equity Security Holders of USA
Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at Alvarez
& Marsal, LLC, gives financial advise to the Equity Committee of
USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.


WACHOVIA MORTGAGE: Moody's Downgrades Ratings on 15 Tranches
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 15 tranches
from two Alt-A transactions issued by Wachovia Mortgage Loan
Trust.  Ten tranches remain on review for possible further
downgrade.  Additionally, 6 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:

Issuer: Wachovia Mortgage Loan Trust, Series 2006-ALT1

  -- 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. 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 A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

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

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

Issuer: Wachovia Mortgage Loan Trust, Series 2006-AMN1

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

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

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

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

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

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

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

  -- Cl. B-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

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


WALTER INDUSTRIES: Moody's Rates Proposed Revolver 'B2'
-------------------------------------------------------
Moody's Investors Service assigned a B2, LGD3 rating to Walter
Industries' proposed senior secured revolver, and at the same time
lowered the senior secured rating on Term Loan B to B2 from B1.   
Moody's also lowered the corporate family and probability of
default ratings to B2 from B1.  The rating outlook is stable.

The B2 corporate family rating reflects the small, highly
concentrated nature of Walter's two met coal mines from which it
derives most of its cash flow, the substantial increase in
recourse debt, its high level of OPEB, workers' comp and Black
Lung obligations relative to its similarly rated coal mining
peers, and its aggressive debt repayment obligations in 2009 pro
forma for the proposed facility.  Underground coal mining is a
risky and capital intensive business and Walter is a small-sized
coal miner (6 million tons per year).  The rating also reflects
the strong cash flow expected to be generated by Walter's
predominantly met coal operation in the next 12 to 18 months as a
result of currently extraordinarily high met coal prices, and also
considers the modest cash flow streams from the Sloss and natural
gas businesses.

The B2 rating assumes that Walter will complete its intended
separation of the financing and homebuilding business later this
year.  This segment operates through Walter's home mortgage
finance subsidiary, Walter Mortgage Company.

Downgrades:

Issuer: Walter Industries, Incorporated

  -- Probability of Default Rating, Downgraded to B2 from B1

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Senior Secured Bank Credit Facility, Downgraded to a range of
     48 - LGD3 to B2 from a range of 47 - LGD3 to B1

Outlook Actions:

Issuer: Walter Industries, Incorporated

  -- Outlook, Changed To Stable From Negative

Moody's last rating action on Walter Industries was to lower the
corporate family rating to B1, Negative outlook from Ba3, Stable,
on Nov. 29, 2007.

Walter Industries, Incorporated, based in Tampa, Florida, is
currently a diversified company with operations engaged in the
production of high-quality metallurgical coal for worldwide
markets and in the production of natural gas, and has historically
been engaged in affordable homebuilding, and related financing.   
The company has indicated its intention to separate the
homebuilding and related financing business from the metallurgical
coal and natural gas business with a targeted execution in the
second half of this year.  For the year ended Dec. 31, 2007, net
sales and revenues were approximately $1.2 billion.


WALTER INDUSTRIES: S&P Affirms 'BB' Rating on Revolver Due 2010
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating on
Walter Industries Inc.'s senior secured revolving credit facility
due 2010.  The recovery rating remains unchanged at '1'.  The
affirmation follows the company's proposed increase in the size of
the revolver by $250 million, to $475 million.  The ratings
indicate the expectation of very high (90% to 100%) recovery in
the event of a payment default.
     
Walter will use the increased availability to repay its mortgage
warehousing facilities supporting the financing unit of its
homebuilding business.  The facilities have a current balance of
$214 million.  Proceeds will also be used to fund the current
backlog in the company's homebuilding segment.  Availability under
the revolving credit facility will step down quarterly beginning
March 31, 2009, to a $250 million commitment on Dec. 31, 2009.
     
Pro forma for the proposed transaction, S&P expects Walter
Industries to have approximately $850 million of adjusted debt
(using S&P's captive finance methodology to separate financing
unit debt) including S&P's standard adjustments for operating
leases and postretirement obligations.
     
"The ratings reflect the limited size and scope of operations of
its core coal mining business, its significant leverage, and the
difficult mining conditions in its Southern Appalachian
operations," said Standard & Poor's credit analyst Sherwin
Brandford.  "The ratings also reflect its high-quality
metallurgical coal reserves and currently favorable metallurgical
coal prices."

                           Ratings List
                       Walter Industries Inc.

  Corporate credit rating                    B+/Stable/--
    $450 mil term loan B due 2012            BB
    Recovery rating                          1

                         Rating Affirmed

  U.S. revolving credit fac due 2010         BB
    Recovery rating                          1


WELLMAN INC: Creditors' Committee Balks at CRO Employment
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Wellman Inc. and its debtor-affiliates tells the U.S.
Bankruptcy Court for the Southern District of New York that the
Debtors do not need a chief restructuring officer since they
already have a sufficient management team, two large firms and a
major investment bank, to help them operate their business, run
their bankruptcy cases, and sell assets.

As reported in the Troubled Company Reporter on April 11, 2008,
the Debtors sought authority from the Court to employ Conway, Del
Genio, Gries & Co., LLC, to provide restructuring management
services.  The Debtors stated it selected CDG because of its long-
standing reputation in assisting companies through complex
financial restructuring, including Chapter 11 cases.  Since CDG
was founded, it has advised on over 90 restructuring and interim
management transactions.

The panel says that retaining a chief restructuring officer at
the cost of $125,000 a month, where administrative insolvency is
a distinct possibility makes little sense.

According to the Creditors Committee, the retention of Conway,
Del Genio, Gries & Co., LLC, provides no benefit to the Debtors'
estates, other than comfort to the secured creditors regarding
the Debtors' financial reporting.

"Handling financial information tops the list of services CDG
will provide, including cash flow projections, variance analyses
and collateral monitoring reports of particular interest to the
secured creditors," the Creditors Committee points out.  The
Committee adds that the list of other services that CDG will
provide can be efficiently rendered by their retained
professionals.

The Creditors Committee further says that the unsecured creditors
should not be burdened by the costs associated with CDG's
retention since they will not benefit from the firm's services.
It urges the Court to modify the proposed order approving the
employment to provide that CDG will be paid exclusively from the
secured creditors' collateral that is subject to valid and
perfected prepetition liens.

"If the secured creditors want to pay to have an outside
executive at the Debtors, that is their prerogative," the
Creditors Committee avers.  "But assets otherwise available to
unsecured creditors should not be compromised by a retention that
provides no benefit to unsecured creditors."

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging         
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  

  
WELLMAN INC: Creditors' Panel Wants Sale Incentive Plan Modified
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Wellman
Inc. and its debtor-affiliates' bankruptcy case asked the U.S.
Bankruptcy Court for the Southern District of New York to modify
the Sale and Reorganization Incentive Plan to provide that the
program will be paid by each of the three secured creditor
constituencies and unsecured creditors.

As reported in the Troubled Company Reporter on April 9, 2008,
the Debtors sought permission from the Court to implement an
incentive plan for their eight senior managers and other employees
in connection with the sale or reorganization of their business.  
To recall, the Debtors are required to sell all their assets by
mid-August 2008 in return for $225 million in postpetition
loan arranged by Deutsche Bank Securities Inc.  The sale proceeds
will be used to pay off the DIP Loan, and the prepetition lenders
that hold a collateral in the Debtors' assets.

The Sale and Reorganization Incentive Plan will provide a base
bonus pool of $2.7 million, in which $2 million will be paid to
the eight senior managers based on an agreed distribution while
the rest will be paid to the other employees on a discretionary
basis.  They will get their bonuses after the sale has been
completed or the reorganization plan has been confirmed.

The eight senior managers who are entitled to payment are Tom
Duff, Keith Phillips, Mark Ruday, Joe Tucker, Steve Ates, Ian
Shaw, David Styka, and Barry Taylor.  

The Incentive Plan also includes an additional incentive bonus to
maximize sale transaction value.  The senior managers and the
other employees will get an incremental bonus of 2% of the total
consideration for  transaction values that exceed $400 million,
or 1% for transaction values for $350 million to $400 million.

The Debtors believe the Incentive Plan will keep the senior
managers and the other employees focused in managing the business
in the midst of an expedited sale process, given their increased
workload and economic insecurity.

The Creditors Committee informs the Court that it does not
question the Debtors' business judgment that the Incentive Plan is
necessary.  It points out, however, that only the secured
creditors will benefit from the efforts of the senior managers
unless the proceeds realized from the asset sale exceed the
Debtors' secured debt obligations.

The Creditors Committee further says that the costs of the
Incentive Plan will accrue as unsecured administrative expense
claims, which are entitled to payment in full before payment of
the general unsecured claims.   "The result is entirely
inequitable.  The costs of the [Sale and Reorganization Incentive
Plan] should be paid from the proceeds of the sale and should be
allocated among the various creditor constituencies based on
their recoveries from the proceeds," it points out.

The Creditors Committee suggests that each creditor constituency
should set aside from the portion of the sale proceeds   
distributable to the creditor constituency an amount equal to the
product of:

   (i) the total amount due under the program; and

  (ii) a fraction, the numerator of which should be the amount
       of the sale proceeds that can be allocated to the
       constituency and the denominator of which should be the
       aggregate sale proceeds.

"The allocation will fairly divide the responsibility to satisfy
the financial obligations imposed by the [program] between the
various creditor constituencies in these cases on the basis of
the benefit derived from the sale and, therefore, the [Sale and
Reorganization Incentive Plan]," the Creditors Committee avers.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging         
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


WELLMAN INC: U.S. Trustee Asks Court to Reject Sale Incentive Plan
------------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, asks the
U.S. Bankruptcy Court for the Southern District of New York to
deny the implementation of the Sale and Reorganization Incentive
Plan of Wellman Inc. and its debtor-affiliates.

As reported in the Troubled Company Reporter on April 9, 2008,
the Debtors sought permission from the Court to implement an
incentive plan for their eight senior managers and other employees
in connection with the sale or reorganization of their business.  
To recall, the Debtors are required to sell all their assets by
mid-August 2008 in return for the $225 million in postpetition
loan arranged by Deutsche Bank Securities Inc.  The sale proceeds
will be used to pay off the DIP Loan, and the prepetition lenders
that hold a collateral in the Debtors' assets.

The Sale and Reorganization Incentive Plan will provide a base
bonus pool of $2.7 million, in which $2 million will be paid to
the eight senior managers based on an agreed distribution while
the rest will be paid to the other employees on a discretionary
basis.  They will get their bonuses after the sale has been
completed or the reorganization plan has been confirmed.

The eight senior managers who are entitled to payment are Tom
Duff, Keith Phillips, Mark Ruday, Joe Tucker, Steve Ates, Ian
Shaw, David Styka, and Barry Taylor.  

The Incentive Plan also includes an additional incentive bonus to
maximize sale transaction value.  The senior managers and the
other employees will get an incremental bonus of 2% of the total
consideration for  transaction values that exceed $400 million,
or 1% for transaction values for $350 million to $400 million.

The Debtors believe the Incentive Plan will keep the senior
managers and the other employees focused in managing the business
in the midst of an expedited sale process, given their increased
workload and economic insecurity.

Section 503(c) of the Bankruptcy Code, which took effect with the
enactment of the Bankruptcy Abuse and Consumer Protection Act of
2005, bars retention payments to a debtor's insiders, unless
specific requirements are achieved.  The specific requirements,
which are provided under Section 503(c)(1), are:

     * the payment is essential to retain an employee that has a
       bona fide job offer from another business at the same or
       greater rate of compensation;

     * the services provided are essential to the survival of the
       business; and

     * either (i) the amount of the transfer is not greater than
       10 times the amount of the mean transfer given to non-
       management employees for any purpose during the calendar
       year in which the transfer is made, or (ii) if no similar
       transfer is made for the benefit of non-management
       employees during such calendar year, the amount of the
       transfer is not greater than 25% of the amount of any
       similar transfer made for the benefit of such insider for
       any purpose during the calendar year before the transfer
       was made.

The U.S. Trustee says the Plan "improperly attempts to bypass
these important new provisions by recharacterizing the proposed
bonuses as financial 'incentive' payments."

That the Debtors have chosen to style the bonuses as the "Wellman
Sale and Reorganization Incentive Plan," as opposed to more
properly referring to these proposed bonuses as retention
payments, does not exempt them from their burden of proof under
Section 503(c)(1), states Andrew D. Velez-Rivera, trial attorney
at the Office of the U.S. Trustee.

The U.S. Trustee notes the Debtors have not (i) moved for
authority under Section 503(c)(1); (ii) fulfilled their burden of
presenting any evidence that would permit the Court to determine
if the payments satisfy the statutory requisites; and (iii) set
forth any grounds why Section 503(c)(1) does not apply.

She further says that even if the Debtors were able to prove that
Section 503(c)(1) does not apply, the proposed bonuses would
still fail to meet the applicable "business judgment" test.

According to the U.S. Trustee, the sale price proposed as the
benchmark for the bonuses bears little relationship to the
efforts of the senior managers beyond the duties they already
have as fiduciaries in the Debtors' bankruptcy cases.  She
further argues that paying discretionary bonuses to the senior
managers is not a sound exercise of the Debtors' business
judgment, in light of the uncertainty that the Second Lien
Lenders will be paid in full, and that the unsecured creditors
will be paid anything.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging         
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


WELLS FARGO: Six Tranches Acquire Moody's Rating Downgrades
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 6 tranches
from Wells Fargo Alternative Loan 2005-2 Trust.  One tranche
remains on review for possible further downgrade.  Additionally,
14 tranches from Wells Fargo Alternative Loan 2007-PA01 Trust 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:

Issuer: Wells Fargo Alternative Loan 2005-2 Trust

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

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

  -- Cl. M-4, Downgraded to Ba3 from A3

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

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

  -- Cl. B-2, Downgraded to Ca from B2

Issuer: Wells Fargo Alternative Loan 2007-PA01 Trust

  -- 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-9, 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 Aa1

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

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

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

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


WENDY'S INTERNATIONAL: Inks $2BB Buyout Deal with Triarc Companies
------------------------------------------------------------------
Wendy's International Inc. has signed a definitive merger
agreement with Triarc Companies Inc., the franchisor of the Arby's
restaurant system, for a $2.34 billion all-stock transaction.

Wendy's shareholders will receive a fixed ratio of 4.25 shares of
Triarc Class A Common Stock for each share of Wendy's common stock
they own.

Wendy's climbed 4.6% in New York Stock Exchange composite trading
on Thursday after Triarc said it will offer 4.25 shares for each
Wendy's share, Josh Fineman and Zachary Mider of Bloomberg report.  
That values the chain's Class A shares at about $26.78 each, 5.7%
higher than the previous closing price, Bloomberg relates.

Bloomberg cites Cowen & Co. analyst Paul Westra, saying: "The
announcement is definitely a psychological disappointment,
especially after the rather embarrassingly long one-year search."
"The drawn-out uncertainty ultimately led to a fundamental
deterioration of the Wendy's business."

Various reports say Wendy's profits totaled $4.1 million, or
5 cents, a share for the quarter ended March 30, down from
$14.7 million, or 15 cents a share, a year ago.  Revenue lowered
to $513 million from $522 million a year ago, reports note.

Triarc will have a hard time restructuring the foodchain, Janet
Adamy of WSJ, relates.  After more than two years of bitter public
exchanges with Wendy's, Triarc chairman Nelson Peltz and the
company's new management will have to win the trust of franchisees
and employees, WSJ notes.  

                             Objectives

The transaction is expected to bring together Arby's and Wendy's,
two quick service restaurant brands.  The combined systems will
have approximately 10,000 restaurant units and pro forma annual
system sales of approximately $12.5 billion. The company relates
it will position it as the nation's third largest quick service
restaurant company.

Under the agreement, Triarc's shareholders will be asked to
approve a charter amendment pursuant to which each share of
Triarc's Class B Common Stock, Series 1, will be converted into
one share of its Class A Common Stock, resulting in a post-merger
company with a single class of common stock.

Arby's and Wendy's will operate as autonomous brand business units
headquartered in Atlanta, Georgia, and in Dublin, Ohio, each
dedicated to operational improvements.

The new company expects to pursue daypart expansion, focused on
breakfast, expansion for both brands, and growth through future
acquisitions and new unit development.  A consolidated support
center to be based in Atlanta will oversee all public company
responsibilities and other central service functions.  As a
result, substantial corporate overhead savings are expected.

Roland Smith, Triarc's chief executive officer, will continue in
that role for the combined company and also will become chief
executive officer of the Wendy's brand.

Triarc will change its corporate name post-merger to include the
name "Wendy's" and to reflect its new identity as the owner of
this recognized restaurant brand.  Triarc's board of directors
will also be reconstituted and will have 12 members, including two
directors nominated by Wendy's.

Triarc's chairman, Nelson Peltz and its vice chairman, Peter May,  
who together own shares representing approximately 35% of the
voting power of Triarc's outstanding stock, have committed to vote
their shares in favor of the transaction.  Trian Partners, an
investment management firm which Messrs. Peltz and May own
together with Edward P. Garden, through its beneficial ownership
of 9.8% of Wendy's stock, is the largest shareholder of Wendy's
and has agreed to vote its shares in favor of the transaction.

"We believe the combination of Arby's and Wendy's will create a
powerful new restaurant company and a 'must own' restaurant stock
with significant upside potential as we execute on the many
opportunities we see to expand and improve these two very valuable
brands," Mr. Smith said.  

"Working together with the Wendy's team, we expect to improve
margins significantly at Wendy's company-owned stores, Mr. Smith
added.  "We also expect to drive significant synergies and improve
efficiency, resulting in substantial annual savings for our
combined organization.  Through the execution of major operating
improvements and the realization of synergies, we expect to
generate substantial value for shareholders.  We also expect to
execute on a number of growth initiatives for the combined
organization that should further increase shareholder value."

The combination of Arby's and Wendy's is expected to create
several important levers to enhance shareholder value:

   -- Arby's will leverage its management team's established track
      record of operational excellence to improve the results of
      Wendy's company-owned stores.  Planned operating
      improvements at Wendy's company-owned stores are estimated
      to generate approximately $100 million of annual incremental
      operating profit over time through improved costs associated
      with food, labor and general operating expenses.

   -- Fully realized synergies and overhead savings are expected
      to reach an annual run rate of approximately $60 million
      over time through the elimination of duplicate corporate
      functions and a streamlining of support services.

   -- U.S and international expansions are planned for both
      brands.  Daypart expansion will be focused on breakfast well
      as snacks and late night, and dual-concept unit development
      will be explored in high-cost real estate markets.

"We are committed to operating as a highly focused organization
and to fully realize the many operating and strategic
opportunities we will have as a result of bringing Arby's and
Wendy's together, while at the same time maintaining the strong
identity and integrity of both brands, Mr. Smith stated.

Mr. Smith has served as chief executive officer of Triarc
Companies Inc. since June 2007 and chief executive officer of
Arby's Restaurant Group Inc. since April 2006.  Previously, he
served as president and chief executive officer of American Golf
Corporation and National Golf Properties, President and chief
executive officer of AMF Bowling Worldwide Inc., and president and
chief executive officer of Arby's Inc., dba Triarc Restaurant
Group.  Mr. Smith is a graduate of the U.S. Military Academy at
West Point, New York.

"Over the past 12 months, the Special Committee of the Wendy's
Board conducted a rigorous process that will result in Wendy's
shareholders receiving a premium for their shares," James V.
Pickett, Wendy's chairman, said.  "We believe this transaction
with Triarc is in the best interests of all of Wendy's
constituencies and represents superior value to what the board
anticipates Wendy's would have generated as an independent
company.

"Wendy's directors deeply appreciate the patience and dedication
of our shareholders, franchisees and employees during a long
process," Mr. Pickett said.  "Wendy's needs stability and bringing
closure will enable our employees and franchisees to focus solely
on the business and customers.  The board and management look
forward to working with the Triarc team."

The transaction has been approved by the boards of directors of
both companies. The transaction is subject to regulatory approvals
and customary closing conditions, including the expiration or
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.  The transaction also requires
the approval of Triarc and Wendy's shareholders.  The transaction
is expected to close in the second half of 2008.

                             Advisors

Wachovia Securities and Merrill Lynch & Co. acted as Triarc's
financial advisors, Paul Weiss Rifkind Wharton & Garrison LLP and
Jones Day acted as Triarc's legal counsel and Cadwalader
Wickersham & Taft LLC acted as Trian Fund Management L.P.'s legal
counsel.

Wendy's financial advisors were J.P. Morgan Securities Inc. and
Greenhill & Co. LLC.  Wendy's legal advisors were Akin Gump
Strauss Hauer & Feld LLP and Winston and Strawn, and the Special
Committee's legal advisor was Baker Hostetler.

                   About Triarc Companies Inc.

Headquartered in New York City, Triarc Companies Inc.
(NYSE:TRY.B/TRY) -- http://www.triarc.com/-- is a holding company   
and, through its subsidiaries, is currently the franchisor of the
Arby's restaurant system and the owner of approximately 94% of the
voting interests, 64% of the capital interests and at least 52% of
the profits interests in Deerfield & Company LLC, an asset
management firm.   The Arby's restaurant system is comprised of
approximately 3,600 restaurants, of which, as of Dec. 31, 2006,
1,061 were owned and operated by the company's subsidiaries.

Deerfield & Company LLC, through its wholly-owned subsidiary,
Deerfield Capital Management LLC, is a Chicago-based asset manager
offering a diverse range of fixed income and credit-related
strategies to institutional investors with about
$13.2 billion under management as of Dec. 31, 2006.

                 About Wendy's International

Based in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- is one of the world's   
largest and most successful restaurant operating and franchising
companies, with more than 6,300 Wendy's Old Fashioned Hamburgers
restaurants in North America and more than 300 international
Wendy's restaurants.

At Dec. 30, 2007, the company's balance sheet showed total assets
of $1.79 billion, total liabilities of $0.99 billion, and total
shareholders' equity of $0.80 billion.


WENDY'S INT'L: Triarc Deal Prompts Moody's 'Ba3' Rating Reviews
---------------------------------------------------------------
Moody's Investors Service stated that it continues the review for
possible downgrade the ratings of Wendy's International Inc.'s
following the announcement that Triarc Companies, Inc., the
franchisor of the Arby's restaurant system, and Wendy's have
signed a definitive merger agreement for an all-stock transaction.

Wendy's ratings remain of review for possible downgrade because if
the merger occurs, the combined entity will continue to face
earnings pressure from the weak operating environment, and
business risks associated with implementation of new management's
plan to improve operating performance.  As well, the combined
entity will have weaker credit metrics than Wendy's on a
standalone basis.  The review will focus on management's plan to
achieve operational improvements as well as the combined entity's
future capital structure, liquidity, and financial policy.

Wendy's International, Inc.

Ratings on review for further possible downgrade are;

  -- Corporate family rating at Ba3

  -- Probability of default rating at Ba3

  -- Senior unsecured notes rating at Ba3

  -- Senior unsecured shelf rating at (P)Ba3

  -- Subordinated shelf at (P)B2

  -- Preferred stock shelf at (P)B2

Wendy's International, Inc., headquartered in Dublin Ohio, owns
and franchises Wendy's Old Fashion Hamburger restaurants.  Total
revenues in 2006 were approximately $2.4 billion.


WENDY'S INT'L: Triarc Deal Cues S&P's Negative Watch on BB- Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Wendy's International Inc., including the 'BB-' corporate credit
rating, would remain on CreditWatch, where they had been placed
with negative implications on April 26, 2007.

This CreditWatch update follows Wendy's announcement that it
signed a definitive merger agreement with Triarc Companies Inc. in
which Wendy's shareholder's will receive of fixed ratio of 4.25
shares of Triarc Class A Common Stock for each share of Wendy's
common stock (total consideration is approximately 2.34 billion).   
The merger is subject to shareholder and regulatory approval.  The
transaction represents about eight times Wendy's 2007 EBIDTA.
     
The merger of Wendy's with Triarc, whose only operating subsidiary
is Arby's Restaurant Group Inc. (Arby's) (B+/Watch Dev/--), may
result in Standard & Poor's lowering the rating on Wendy's debt;
however, any downgrade will likely be limited to one notch.   
"Arby's has a weaker business profile and higher financial risk
than Wendy's, and the new entity would be subject to significant
integration risk," said Standard & Poor's credit analyst Diane
Shand.  Pro forma for the merger, lease-adjusted debt to EBITDA at
the combined company will be high at about 3.9x, which does not
account for any potential cost savings or operational
improvements.  
     
Under the agreement, Arby's and Wendy's will operate as autonomous
business brand units.  Standard & Poor's believes the combined
entity will achieve some cost savings.  However, progress in
improving the Wendy's operations could be slow and uneven given
the intensely competitive nature of the quick service sector of
the restaurant industry, the weak U.S. economy, and cost pressures
facing the industry.
     
Wendy's same-store sales trends have underperformed the industry
for a number of years as a result of lack of new product offerings
and poor advertising campaigns.  "We believe that both concepts'
margins will be under pressure for at least the next year due to
high commodity costs and weak consumer demand," said Ms. Shand.   
Arby's same-store sales were below industry average last year, but
the company improved operating performance through cost reductions
and new unit growth.
     
Standard & Poor's will resolve the CreditWatch upon completion of
the merger and following a discussion with management on the
operating strategies and financial policy of the new entity.


WHATELY CDO: Moody's Cuts Note Ratings on Poor Credit Quality
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Whately CDO I, Ltd.:

Class Description: $6,000,000 Class A-1BF Fixed Rate Notes Due
June 2044

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

Class Description: $63,000,000 Class A-1BV Floating Rate Notes Due
June 2044 (the "Class A-1BV Notes")

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

Class Description: $27,000,000 Class A-2 Floating Rate Notes Due
June 2044

  -- Prior Rating: Aa2
  -- Current Rating: Ba2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $12,000,000 Class A-3 Floating Rate Deferrable
Interest Notes Due June 2044

  -- Prior Rating: A2
  -- Current Rating: Ca

Class Description: $10,000,000 Class BV Floating Rate Deferrable
Interest Notes Due June 2044

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

Class Description: $4,000,000 Class BF Fixed Rate Deferrable
Interest Notes Due June 2044

  -- Prior Rating: B2, 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.


* S&P Downgrades Ratings on 184 RMBS Classes From 27 Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 184
classes of residential mortgage-backed securities from 27
transactions backed by U.S. closed-end second-lien mortgage
collateral.  At the same time, S&P removed 166 ratings from
CreditWatch negative, where they were placed on March 26, 2008.

The distribution of the actions involving the 166 ratings removed
from CreditWatch negative is:

  -- One rating was lowered to 'D' from 'BBB/Watch Neg';

  -- 75 ratings from 21 transactions were lowered to 'CC';

  -- 53 ratings from 19 transactions were lowered to 'CCC';

  -- 29 ratings from 12 transactions were lowered to 'B';

  -- Seven ratings from four transactions were lowered to 'BB';
     and

  -- One rating from one transaction was lowered to 'BBB' from
     'A+/Watch Neg;
     
The distribution of the rating actions involving the 18 ratings
only being lowered is:

     -- One rating was lowered to 'D' from 'BBB';

     -- 15 ratings from three transactions were lowered to 'CC';
        and

     -- Two ratings from one transaction were lowered to 'CCC';

Additionally, S&P's ratings on 24 classes from 10 deals remain on
CreditWatch negative.

S&P also downgraded five classes from four deals due to the
downgrade of the respective bond insurers.  Of these actions, S&P
downgraded four to 'A-/Watch Neg' based on the rating of XL
Capital Assurance Inc. and downgraded one 'A+' based on the rating
on CIFG Assurance North America.

Finally, S&P affirmed its ratings on two classes from two deals,
one of which S&P removed from CreditWatch negative.

                        Downgrades TO 'D'

S&P downgraded class II-B-1 from Bear Stearns Second Lien Trust
2007-1 and class III-M-2 from American Home Mortgage Assets Trust
2007-3 to 'D' from 'BBB'.  The rating on class II-B-1 from the
Bear Stearns deal was previously on CreditWatch negative.   
Additionally,  S&P has lowered its ratings on the mezzanine
classes from these two transactions that are above these defaulted
classes to speculative-grade.

As of the March 2008 distribution period, cumulative realized
losses for the deals with ratings lowered to 'D' were 9.80% (Bear
Stearns Second Lien Trust 2007-1, loan group II) and 12.76%
(American Home Mortgage Assets Trust 2007-3, loan group III) of
the original principal balances, and total delinquencies (30-plus
days, foreclosures, and real estates owned {REOs}) were 19.53%
(Bear Stearns Second Lien Trust 2007-1, loan group II) and 17.38%
(American Home Mortgage Assets Trust 2007-3, loan group III) of
the current principal balances.  Seasoning for these transactions
were 11 months (Bear Stearns Second Lien Trust 2007-1, loan group
II) and nine months (American Home Mortgage Assets Trust 2007-3,
loan group III).  These transactions have outstanding pool factors
of approximately 81.24% (Bear Stearns Second Lien Trust 2007-1,
loan group II) and 79.19% (American Home Mortgage Assets Trust
2007-3, loan group III).

Subordination, overcollateralization, and excess interest cash
flow provide credit support for these transactions.  The
collateral originally consisted of 30-year, fixed-rate, closed-end
second-lien mortgage loans secured by one- to four-family
residential properties.

              Standard & Poor's Surveillance Assumptions

S&P has incorporated into its stress test the current charge-off
rate and delinquency levels  S&P have observed in recent
performance data.  In Standard & Poor's opinion, monthly
performance data reveals that the closed-end second-lien RMBS
deals from the 2007 vintage are performing poorly and are
experiencing increased loss rates, which are eroding credit
support.

This view is supported by S&P's review of the most recent
performance data, which,  S&P believes, reflects increased
delinquencies, and the resulting level of monthly charge-offs
among the closed-end second-lien mortgage loans supporting these
transactions.  As of the March 2008 distribution, total
delinquencies for the transactions issued in 2007 with ratings
lowered were 11.88%.  The total delinquency percentages have
increased from the December 2007 distribution to the March 2008
distribution by 25.55% for the 2007 issuance.  It is worth noting
that the foreclosure and REO portions of the total delinquencies
was evidenced in only a few deals and represent a small percentage
of the total delinquencies given that closed-end second-lien
transactions usually have charge-offs after 180 days.

Furthermore, cumulative charge-offs for the transactions issued in
2007 have increased to 6.26% as of March 2008 from 2.45% in
December 2007, representing an increase of 155%.

In light of what Standard & Poor's views as worsening collateral
performance,  S&P has applied a stressful cumulative loss curve
from the high combined loan-to-value transactions issued in 1996
to project losses for the closed-end second-lien transactions
covered in this review.

Applying this derived curve for 2007 closed-end second-lien RMBS
deals yields an average projected lifetime loss of about 57.10% of
the original pool balance of the collateral underlying the 2007
transactions.  Individual transactions have projected losses
ranging from 11.56% to 88.36%.

                    Impact on Current Ratings

This closed-end second-lien RMBS rating actions affect a total of
27 U.S. closed-end second-lien RMBS transactions issued in 2007.   
The 184 downgraded classes had an original total principal balance
of approximately $13.09 billion, which represents 72.97% of the
approximately $17.94 billion in U.S. RMBS backed by closed-end
second-lien mortgage loans rated by Standard & Poor's during 2007.   
The 184 classes do not include the five classes that were
downgraded due to the downgrade of a related bond insurer.

During the 2007 period, the total balance of U.S. RMBS securities
backed by all types of residential mortgage loans issued in the
non-agency market was more than $640.21 billion.  This downgraded
closed-end second-lien classes represent approximately 2.04% of
this total.

Standard & Poor's is taking these actions because it believes that
losses on U.S. RMBS backed by closed-end second-lien collateral
issued in the time period referenced above will significantly
exceed historical precedent and because recent performance data
indicates that performance is likely to be worse than previously
anticipated.  S&P believes that this poor performance results from
a combination of factors including, but not limited to, an
environment of looser underwriting standards; pressure on home
prices; speculative borrowing behavior; risk layering (the
combination of several risk elements for one single borrower);
high CLTVs; financial pressure on borrowers resulting from payment
increases on first-lien mortgages; and questionable data quality.   
Furthermore, in the past, when borrowers had difficulty managing
their mortgage payments, they were more readily able to refinance.   
As a result of tighter underwriting standards and home price
erosion in various regions of the country, S&P believes it is now
more difficult to refinance, which will result in further
delinquencies and defaults.

Based upon S&P's review, of the $13.09 billion in downgraded
closed-end second-lien classes, 20.32% were rated 'BBB' or lower
before This rating actions.  The resulting ratings associated with
the downgraded classes, as a percentage of the total
$13.09 billion in downgraded securities, are:

   Rating      No. of       Orig. cert       Percentage of total
   category    classes      bal.             actions by bal.
   --------    -------      ----------       -------------------
   BBB         1              $207,051,000         3.72%
   BB          7              $848,213,000        15.24%
   B           29           $1,230,153,000        22.11%
   CCC         55           $2,318,801,100        41.68%
   CC          90             $944,839,000        16.98%
   D           2               $14,925,000         0.27%
      
The classes with ratings that remain on CreditWatch negative
require additional monitoring and analysis.  S&P will update the
market with its disposition on these classes as soon as S&P
completes its analysis.

                      Bond-insured Classes

S&P lowered its ratings on the five bond-insured classes so they
are in line with the current rating on the respective insurer.

                  Impact ON ABCP, SIVs, AND CDOs

Standard & Poor's has performed a global review of its rated
asset-backed commercial paper conduits with exposure to the
affected classes backed by U.S. closed-end second-lien collateral.   
Based on the review, S&P believes that these rating actions do not
adversely affect the ratings on these ABCP conduits.

Standard & Poor's has also reviewed all rated structured
investment vehicle and SIV-lite structures with regard to exposure
to these U.S. closed-end second-lien classes.  In S&P's view, the
review shows that the ratings on SIV-lites are not adversely
affected by these rating actions.  S&P have identified a limited
amount of exposure to SIV structures; however, the exposure is
largely in vehicles that currently have 'D' ratings.  Therefore,
the ratings impact is limited.

Standard & Poor's has also completed a global review of the
collateralized debt obligation transactions it rates with regard
to exposure to these downgraded U.S. closed-end second-lien
classes.  S&P's review shows that these rating actions will have a
limited impact on a number of CDO transactions.  As a result, S&P
will be conducting a review of these CDO transactions and will
inform the market of any rating changes.

Standard & Poor's will continue to monitor the performance of the
U.S. closed-end second-lien RMBS transactions.  S&P regularly
review S&P's assumptions as new information becomes available, and  
S&P will continue to revise S&P's assumptions, publish updates,
and keep market participants informed of changes.


* Moody's Says Homebuilding Industry Faces Continued Challenge   
--------------------------------------------------------------
The already weakened homebuilding industry, wracked by a wave of
credit rating downgrades in 2007, is contending with a generally
tougher stance from lenders as 2008 unfolds, according to a new
report from Moody's Investors Service.

The ratings agency's Special Comment also states that the pace of
downgrades may exceed expectations if the economy slips into
recession, albeit at a slower pace than that in 2007.

In addition, lower-rated companies are likely be particularly
vulnerable to their lenders' tougher stance as the year unfolds,
says Moody's.  Some of these companies face heightened risk of
default amid mounting liquidity pressures and further covenant
violations.

"It is likely that banks will finally begin to hold homebuilders
accountable for their failure to generate cash, maintain adequate
liquidity, and reduce outstanding debt to levels more appropriate
for their current revenue run rates in 2008," says Moody's VP and
Senior Credit Officer Joseph Snider.

Compounding homebuilders' woes, banks have become much less likely
to automatically waive compliance with covenants or amend
covenants on the verge of being breached, says Snider.  "A
smattering of issuers have recently had first-hand experience of
their banks' newly strict attitude."

According to Moody's, potential difficulties homebuilders and
other corporate borrowers are expected to face in 2008 include:
large increases in borrowing spreads, tightened security
documentation and borrowing-base requirements, and reduced
revolver borrowing availability and shortened maturity dates.

"As banks harden the line in 2008, we expect a number of
homebuilders to face growing resistance when requesting covenant
waivers or amendments," says Snider, "which could lead to forced
acceleration of debt repayments and consequent bankruptcy
filings."


* Credit Roundtable Strategizes to Lessen Event Risk, Moody's Says
------------------------------------------------------------------
The Credit Roundtable's initiative on model covenants marks an
important development in the investment-grade bond universe, says
Moody's Investors Service. The Roundtable - which represents over
fifty fixed-income investors - seeks to strengthen substantive
legal protections against unexpected events, frequently initiated
by issuers themselves, which can lead to sudden credit
deterioration in investment portfolios, says Moody's.


In particular, the Roundtable stresses the importance of the
contract-formation process by standardizing covenants, simplifying
their often convoluted structure and by seeking to alter the
dynamics of the investment-grade road show.


"The Roundtable also recognizes that typical investment-grade
indentures often provide superficial protection, which is evident
only upon reading the fine print, after the 'event' has taken
place," says Moody's VP and Senior Credit Officer Alexander Dill.


In addition, the model covenants also serve an important educative
goal of focusing the fixed-income markets' attention on the role
of covenants as a contract right in protecting against event risk,
says Dill. "The Roundtable has adopted the appropriate approach to
mitigating event risk by emphasizing bondholders' contractual
rights and remedies by making them more transparent and easier to
grasp."


Moody's notes that its research dovetails with market demand for
transparency through its own Covenant Quality Assessment service,
launched in late 2006, which highlights gaps in bondholder
protection on individual bonds against a set of predefined
objective criteria.


Importantly, the Roundtable's proposed model covenants improve
upon existing versions by closing gaps in protection and expanding
restrictive coverage while retaining a flexible framework that
allows issuers sufficient room to continue operating their
business, says Moody's.


"The Roundtable wants a more meaningful dialogue with the issuer
community, as well as a meeting of minds to establish terms of the
bond contract," says Dill. "A simplified, uniform covenant
structure would make it easier for investors to quickly grasp the
strengths and weaknesses of a given covenant package and compare
it against its market peers."


While it is too early to tell the extent to which the model
covenants become the market standard, the Roundtable initiative
has already had an impact, with several deals in 2008 adopting its
"change of control" version, says Moody's.


* Three Lawyers Join Proskauer Rose's New York Office
-----------------------------------------------------
Proskauer Rose LLP said that Jeffrey D. Neuburger, Robert E.
Freeman and Kristen J. Mathews will join the firm as partners in
New York.

Mr. Neuburger, Mr. Freeman and Ms. Mathews join Proskauer from
Thelen Reid Brown Raysman & Steiner LLP, where Mr. Neuburger was
chair of the Technology, Media and Communications Department, Mr.
Freeman was head of the Sports Practice, and Ms. Mathews was head
of the Privacy and Data Security Practice Group. They will also be
accompanied by two associates.  All will be part of Proskauers
Technology Practice Group and its newly-formed Technology, Media &
Communications Practice Group, which will be headed by Mr.
Neuburger.

"[The] practices of [Messrs. Neuburger and Freeman and Ms.
Mathews] will be a powerful strategic addition to our already
formidable IP, media and technology transactional capabilities,"
said Allen I. Fagin, chairman of Proskauer.  "It's fair to say
that this expansion, which builds on our already substantial
capabilities in sports, media and entertainment, privacy and data
protection, and digital rights, assures that we are a true
destination practice when it comes to our clients' technology
needs."

"Proskauer offers our clients depth and excellence in our core
practices and so many related areas," said Mr. Neuburger.  "We are
very excited about joining the team."

Mr. Neuburger advises clients with respect to complex technology
and intellectual property issues, acquisitions, licensing
arrangements and joint ventures, particularly in connection with
digital distribution of content, e-commerce issues, cable and
broadcast television and other media distribution platforms.  He
also has extensive experience in privacy, data security,
electronic signatures, and other related matters.  Prior to
practicing law, he was an executive in the information technology
operations of GE Capital.  He received his J.D. from Pace
University School of Law and his B.S. from the State University of
New York at Albany.

Mr. Freeman's practice emphasizes IP-related transactional
matters.  He regularly handles complex transactions relating to
sports, cable, television, sponsorships and endorsements, software
development, entertainment, and emerging technologies as well as
general business and IP matters.  He also works on matters
relating to the traditional and online production and distribution
of content, streaming media, digital rights management, and the
supply, licensing, outsourcing, marketing and distribution of
computer and telecommunications products and services.  He
received his J.D. from Georgetown University Law Center and his
A.B. from Princeton University.

Ms. Mathews specializes in technology, e-commerce and media-
related transactions and advice, with concentrations in the areas
of data privacy, data security, direct marketing and online
advertising.  She regularly advises clients on a wide range of
technology related matters including: responding to data security
breach incidents, preparing privacy and data security policies,
open source software issues, payment card data security, and
telematics.  She is certified as an information privacy
professional (CIPP) by the International Association of Privacy
Professionals.  She received her J.D. from Boston College Law
School and her B.A. from Washington University.

Mr. Neuburger, Mr. Freeman and Ms. Mathews will be the latest
additions to Proskauer's transactional practice.  The firm has
also opened offices in Chicago, London and Sao Paulo over the past
nine months.

                       About Proskauer Rose

Proskauer Rose LLP, -- http://www.proskauer.com/-- founded in  
1875, is an international law firm providing a wide variety of
legal services to clients worldwide from offices in Boca Raton,
Boston, Chicago, London, Los Angeles, New Orleans, New York,
Newark, Paris, Sao Paulo, and Washington, D.C.  The firm has wide
experience in all areas of practice important to businesses and
individuals including corporate finance, mergers and acquisitions,
general commercial litigation, corporate governance matters,
conducting internal corporate investigations, white collar
criminal defense, private equity and fund formation, patent and
intellectual property litigation and prosecution, labor and
employment law, real estate transactions, bankruptcy and
reorganizations, trusts and estates, and taxation.  Its clients
span industries including chemicals, entertainment, financial
services, health care, information technology, insurance,
internet, lodging and gaming, manufacturing, media and
communications, pharmaceuticals, real estate investment, sports,
and transportation.


* Husch & Eppenberger and Blackwell Officially Reveal Merger
------------------------------------------------------------
Husch & Eppenberger LLC and Blackwell Sanders LLP have merged to
become Husch Blackwell Sanders LLP, Bankruptcy Law 360 reports,
citing a recent official announcement by the merged firm.

The partners approved the merger last December 2007, and the
merger became effective on Feb. 29, 2008.

"Regional, national and global companies have relied on our firm
because we offer a breadth of experience and, in certain cases,
dominant practices, normally found only in mega-market firms
located in New York, Chicago, Atlanta, Houston and San Francisco,"
said Joseph P. Conran, co-chairman of the new firm.  "Our
national-level competitive practices, along with our Midwestern
rates, provide compelling value to our clients."

"Through the merger of our legacy firms, we have grown to more
than 630 lawyers. With new Chicago and Denver office openings
scheduled in March, we will serve 12 markets stretching from
Washington, D.C. to Denver, with international reach through our
London office," said David A. Fenley, co-chairman.

Husch Blackwell Sanders will have anticipated revenues topping
$275 million for 2008.  At this size, the new firm will rank among
the top 100 firms in the country based on revenue.

Fenley and Conran lead the new firm as co-chairmen.  The new firm
has a 6-member executive board including the co-chairmen along
with Tom Carney, Greg Smith, Bob Tomaso and Maurice Watson.

Husch Blackwell Sanders LLP -- http://www.huschblackwell.com/--  
is a full service law firm with approximately 630 attorneys in
thirteen markets stretching from Washington, D.C. to Denver, with
international reach through our London office.  The firm is a
combination of two of the region's nationally recognized law
firms, Husch & Eppenberger, LLC and Blackwell Sanders LLP.


* BOND PRICING: For the Week of Apr. 21 - Apr. 25, 2008
-------------------------------------------------------

Issuer           Ticker      Coupon     Maturity    Price
------           ------      ------     --------    -----
BOWATER INC       ABH         6.500     6/15/13       62.32
ABITIBI-CONS FIN  ABH         7.875     8/ 1/09       65.00
BOWATER INC       ABH          9.375    12/15/21      61.48
BOWATER INC       ABH          9.500    10/15/12      64.75
AMBAC INC         ABK          5.950    12/ 5/35      70.25
AMBAC INC         ABK          6.150     2/15/37      44.17
AMERICREDIT CORP  ACF          0.750     9/15/11      64.00
AMERICREDIT CORP  ACF          2.125     9/15/13      55.50
ALESCO FINANCIAL  AFN          7.625     5/15/27      45.00
ATHEROGENICS INC  AGIX         1.500     2/ 1/12      14.66
ATHEROGENICS INC  AGIX         4.500     9/ 1/08      51.50
ATHEROGENICS INC  AGIX         4.500     3/ 1/11      18.00
ASSURED GUARANTY  AGO          6.400    12/15/66      70.00
ALION SCIENCE     ALISCI      10.250     2/ 1/15      58.25
LUCENT TECH       ALUFP        2.750     6/15/25      74.78
LUCENT TECH       ALUFP        6.500     1/15/28      71.30
AMD               AMD          5.750     8/15/12      72.18
AMD               AMD          6.000     5/ 1/15      62.36
AMER COLOR GRAPH  AMERCO      10.000     6/15/10      29.00
HILLS STORES CO   AMESQ       12.500     7/ 1/03       0.38
AMES TRUE TEMPER  AMETRU      10.000     7/15/12      49.06
ACME METALS INC   AMIIQ       12.500     8/ 1/02       0.01
AMER MEDIA OPER   AMRMED       8.875     1/15/11      66.49
AMER MEDIA OPER   AMRMED      10.250     5/ 1/09      65.52
EMPIRE GAS CORP   APU          9.000    12/31/07       0.01
ARVINMERITOR INC  ARM          4.000     2/15/27      74.41
ARRIS GROUP INC   ARRS         2.000    11/15/26      70.11
ALERIS INTL INC   ARS         10.000    12/15/16      67.58
ASHTON WOODS USA  ASHWOO       9.500    10/ 1/15      54.00
ASPECT MEDICAL    ASPM         2.500     6/15/14      51.78
ALLTEL CORP       AT           6.500    11/ 1/13      71.79
ALLTEL CORP       AT           6.800     5/ 1/29      61.23
ALLTEL CORP       AT           7.000     3/15/16      69.70
ALLTEL CORP       AT           7.875     7/ 1/32      64.95
AVENTINE RENEW    AVR         10.000     4/ 1/17      63.58
BANK NEW ENGLAND  BANKNE       8.750     4/ 1/99       7.38
BANK NEW ENGLAND  BANKNE       9.500     2/15/96      13.00
BANK NEW ENGLAND  BANKNE       9.875     9/15/99       7.00
BALLY TOTAL FITN  BFTH        13.000     7/15/11      73.00
BANKUNITED CAP    BKUNA        3.125     3/ 1/34      50.28
NORTHERN PAC RY   BNI          3.000     1/ 1/47      50.00
NORTHERN PAC RY   BNI          3.000     1/ 1/47      50.00
BURLINGTON NORTH  BNI          3.200     1/ 1/45      52.96
BUFFETS INC       BOCB        12.500    11/ 1/14       2.25
BON-TON STORES    BONT        10.250     3/15/14      65.11
BORLAND SOFTWARE  BORL         2.750     2/15/12      65.45
BRODER BROS CO    BRODER      11.250    10/15/10      68.00
BEAR STEARNS CO   BSC          4.850     7/15/18      68.60
BEAR STEARNS CO   BSC          5.000     7/15/18      69.62
BEAR STEARNS CO   BSC          5.000     4/15/19      67.24
BEAR STEARNS CO   BSC          5.050    11/15/19      66.30
BEAR STEARNS CO   BSC          5.100     7/15/18      70.30
BEAR STEARNS CO   BSC          5.100     6/16/23      60.77
BEAR STEARNS CO   BSC          5.150     7/15/23      61.15
BEAR STEARNS CO   BSC          5.250     7/15/23      61.96
BEAR STEARNS CO   BSC          5.250     3/15/24      60.91
BEAR STEARNS CO   BSC          5.260     3/15/24      60.99
BEAR STEARNS CO   BSC          5.300     4/15/29      60.89
BEAR STEARNS CO   BSC          5.320     7/15/18      71.81
BEAR STEARNS CO   BSC          5.350     2/15/30      62.30
BEAR STEARNS CO   BSC          5.350    11/15/29      61.35
BEAR STEARNS CO   BSC          5.375     2/15/30      61.58
BEAR STEARNS CO   BSC          5.400     3/15/24      62.12
BEAR STEARNS CO   BSC          5.425     2/15/30      62.03
BEAR STEARNS CO   BSC          5.430    10/15/29      61.75
BEAR STEARNS CO   BSC          5.450     4/15/19      70.36
BEAR STEARNS CO   BSC          5.450     4/15/29      62.23
BEAR STEARNS CO   BSC          5.450     2/15/30      62.26
BEAR STEARNS CO   BSC          5.470     4/15/19      70.50
BEAR STEARNS CO   BSC          5.470     4/15/30      62.45
BEAR STEARNS CO   BSC          5.480     9/15/29      62.51
BEAR STEARNS CO   BSC          5.500     3/28/23      64.08
BEAR STEARNS CO   BSC          5.500    11/15/29      62.34
BEAR STEARNS CO   BSC          5.500    12/15/29      62.69
BEAR STEARNS CO   BSC          5.500     1/15/30      62.70
BEAR STEARNS CO   BSC          5.500     3/15/30      62.72
BEAR STEARNS CO   BSC          5.520    10/15/29      62.52
BEAR STEARNS CO   BSC          5.525     4/15/19      70.88
BEAR STEARNS CO   BSC          5.550     2/15/24      63.35
BEAR STEARNS CO   BSC          5.550     3/15/24      63.34
BEAR STEARNS CO   BSC          5.550    10/15/29      63.14
BEAR STEARNS CO   BSC          5.550    12/15/29      62.76
BEAR STEARNS CO   BSC          5.570     7/15/23      64.57
BEAR STEARNS CO   BSC          5.570    10/15/29      63.32
BEAR STEARNS CO   BSC          5.580     3/15/30      63.44
BEAR STEARNS CO   BSC          5.600     2/15/21      68.61
BEAR STEARNS CO   BSC          5.600    11/15/23      63.79
BEAR STEARNS CO   BSC          5.600     9/15/29      63.58
BEAR STEARNS CO   BSC          5.600    11/15/29      63.59
BEAR STEARNS CO   BSC          5.600    11/15/29      63.59
BEAR STEARNS CO   BSC          5.600    12/15/29      63.59
BEAR STEARNS CO   BSC          5.600     1/15/30      63.60
BEAR STEARNS CO   BSC          5.600     1/15/30      63.60
BEAR STEARNS CO   BSC          5.600     4/15/30      63.62
BEAR STEARNS CO   BSC          5.620     2/15/24      63.92
BEAR STEARNS CO   BSC          5.620     2/15/24      63.90
BEAR STEARNS CO   BSC          5.625     3/15/30      63.40
BEAR STEARNS CO   BSC          5.650    11/15/23      64.19
BEAR STEARNS CO   BSC          5.650    11/15/23      64.19
BEAR STEARNS CO   BSC          5.650     4/15/30      64.07
BEAR STEARNS CO   BSC          5.700    10/15/23      64.62
BEAR STEARNS CO   BSC          5.700     9/15/29      64.48
BEAR STEARNS CO   BSC          5.700     3/15/30      64.52
BEAR STEARNS CO   BSC          5.710     5/15/19      71.99
BEAR STEARNS CO   BSC          5.725     3/15/30      64.74
BEAR STEARNS CO   BSC          5.730    12/15/29      64.76
BEAR STEARNS CO   BSC          5.750     8/15/18      73.80
BEAR STEARNS CO   BSC          5.750    10/15/23      65.02
BEAR STEARNS CO   BSC          5.750     2/15/24      64.95
BEAR STEARNS CO   BSC          5.750     4/15/29      64.90
BEAR STEARNS CO   BSC          5.770    10/15/23      65.18
BEAR STEARNS CO   BSC          5.770     4/15/29      65.08
BEAR STEARNS CO   BSC          5.780     4/15/30      65.25
BEAR STEARNS CO   BSC          5.800     8/15/18      74.13
BEAR STEARNS CO   BSC          5.800     9/15/23      65.44
BEAR STEARNS CO   BSC          5.800     4/15/29      65.34
BEAR STEARNS CO   BSC          5.800     9/15/29      65.38
BEAR STEARNS CO   BSC          5.830     8/15/18      74.34
BEAR STEARNS CO   BSC          5.850     9/15/23      65.84
BEAR STEARNS CO   BSC          5.850     8/15/29      65.81
BEAR STEARNS CO   BSC          5.850     8/15/29      65.81
BEAR STEARNS CO   BSC          5.850     8/27/30      65.92
BEAR STEARNS CO   BSC          5.900     8/15/18      74.81
BEAR STEARNS CO   BSC          5.900     7/15/29      66.25
BEAR STEARNS CO   BSC          6.000     6/15/19      73.85
BEAR STEARNS CO   BSC          6.000    11/29/22      68.66
BEAR STEARNS CO   BSC          6.000     1/17/23      68.42
BEAR STEARNS CO   BSC          6.000     1/23/23      68.40
BEAR STEARNS CO   BSC          6.000     8/15/23      67.06
BEAR STEARNS CO   BSC          6.000     9/15/23      67.04
BEAR STEARNS CO   BSC          6.000     3/31/26      66.74
BEAR STEARNS CO   BSC          6.000     5/15/29      67.13
BEAR STEARNS CO   BSC          6.000     7/15/29      67.14
BEAR STEARNS CO   BSC          6.000     8/15/29      67.15
BEAR STEARNS CO   BSC          6.000     8/15/29      67.15
BEAR STEARNS CO   BSC          6.000     2/24/31      67.60
BEAR STEARNS CO   BSC          6.000     5/15/37      66.39
BEAR STEARNS CO   BSC          6.050     8/15/23      67.46
BEAR STEARNS CO   BSC          6.050     9/15/23      67.44
BEAR STEARNS CO   BSC          6.050     5/15/29      67.02
BEAR STEARNS CO   BSC          6.080     8/15/23      67.70
BEAR STEARNS CO   BSC          6.100     9/27/22      69.73
BEAR STEARNS CO   BSC          6.100    11/29/22      69.46
BEAR STEARNS CO   BSC          6.100     8/15/23      67.86
BEAR STEARNS CO   BSC          6.125     7/15/29      68.26
BEAR STEARNS CO   BSC          6.150     7/15/29      68.48
BEAR STEARNS CO   BSC          6.200     6/15/29      68.92
BEAR STEARNS CO   BSC          6.200     6/15/29      68.92
BEAR STEARNS CO   BSC          6.240     5/15/29      69.27
BEAR STEARNS CO   BSC          6.260     6/15/29      69.45
BEAR STEARNS CO   BSC          6.300     6/15/29      69.09
BEAR STEARNS CO   BSC          6.340     5/15/29      70.16
BEAR STEARNS CO   BSC          6.500    11/27/26      72.33
BEAZER HOMES USA  BZH          4.625     6/15/24      70.33
BEAZER HOMES USA