TCR_Public/080430.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 30, 2008, Vol. 12, No. 102

                             Headlines

3H RIVER: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Completes $1.6BB Financing Transactions
ALOHA AIRLINES: Decides to Liquidate; Court Nods to Conversion
AMERICAN LAFRANCE: Pneu-Mech Objects to Reorganization Plan
AMERICAN LAFRANCE: Court Approves Pneu-Mech Request to Lift Stay

AMERICAN LAFRANCE: Five Creditors Object to Plan of Reorganization
AQUA HOLDINGS: Case Summary & Six Largest Unsecured Creditors
ASARCO LLC: Americas Mining Seeks Summary Judgment on Claims
ASARCO LLC: Court Okays Expansion of Grant Thornton's Services
ASARCO LLC: Wants $67.5 Million Branin Class Claim Disallowed

ASTRAL DIRECT: Case Summary & 20 Largest Unsecured Creditors
ATTENTUS CDO: Credit Decline and Defaults Cue Moody's Rating Cuts
AURELIUS CAPITAL: S&P Designates 'BB' Rating on Class E Notes
AVANT IMMUNOTHERAPEUTICS: Balance Sheet Upside-down by $19MM
AVIKAI PLLC: Voluntary Chapter 11 Case Summary

BEAR STEARNS ABS: Fitch Cuts Ratings on $79.1M in ABS Transactions
BERNARD WILLIAMS: Case Summary & 12 Largest Unsecured Creditors
BOB WILSON: Plummeting Sales Cue Chapter 11 Bankruptcy Filing
BON-TON STORES: Shareholder GAMCO Declares 5.19% Equity Stake
BRIGHT HORIZONS: S&P Rates $440 Mil. Senior Loan 'BB-'

C-BASS MORTGAGE: Fitch Cuts Ratings on $2.8 Mil. Certificates
CANON COMMS: Moody's Changes Outlook to Negative; Keeps B3 Rating
CAPCITY CLOTHING: Chapter 15 Petition Summary
CARRINGTON MORTGAGE: Fitch Downgrades $900,000 Loan Trust to 'BB'
CENTEX HOME: Fitch Cuts Ratings on $61.9 Million Certificates

CERES CAPITAL: U.S. Trustee Balks at Disclosure Statement
CFM US: Judge Carey Approves Proposed Sale Bidding Procedures
CHERRY CREEK: Moody's Cuts Ratings on $195 Mil. Notes to 'Ba3'
CINCINNATI BELL: Names Jakki Haussler, Lynn Wentworth to Board
CLEAR CHANNEL: Further Extends Offers' Expiration Date to May 2

CLIFTON MILL: Case Summary & 13 Largest Unsecured Creditors
COMPUTER NETWORKS: Case Summary & 10 Largest Unsecured Creditors
COREL CORP: Reports $18M Stockholders' Deficit, Lower Net Loss
COUNTRYWIDE FINANCIAL: Reports $893MM Net Loss in First Qtr.
COUNTRYWIDE MORTGAGE: Fitch Cuts Ratings on $247MM Certificates

CSFB HOME: Fitch Downgrades Ratings on $667.9M Certificates
DAVE & BUSTER'S: S&P Alters Outlook to Positive; Keeps 'B-' Rating
DECODE GENETICS: Dec. 31 Balance Sheet Upside-Down by $145.7MM
DELPHI CORP: DIP Facility Amendment Hearing Set for Today
DIAMOND GLASS: Gets Court Nod to Hire Young Conaway as Co-Counsel

DIAMOND GLASS: Can Hire Foley & Lardner as General Bankr. Counsel
DIAMOND GLASS: Court Approves Asset Sale Bidding Procedures
DUNMORE HOMES: Sidney Dunmore Objects to Disclosure Statement
DURA AUTOMOTIVE: Files First Revised Chapter 11 Plan Supplements
DURA AUTOMOTIVE: Unable to File 2007 Annual Report on Time

EQUIFIRST MORTGAGE: Fitch Cuts Ratings on $41.5MM Certificates
EQUITY ONE: Fitch Downgrades Ratings on $12.5MM Certificates
FALCON CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
FCI ACQUISITIONS: Petitions for Chapter 7 Bankruptcy Protection
FIDELITY NATIONAL: Mulls Strategic Alternatives for Insurance Biz

FIDELITY NATIONAL INFO: S&P Revises Outlook to Developing
FIELDSTONE MORTGAGE: Fitch Cuts Ratings on $22.4MM Certificates
FINANCE AMERICA: Fitch Cuts Ratings on $116.4 Mil. Certificates
FRONTIER AIRLINES: Wants to Reject Services Deal with Republic Air
FRONTIER AIRLINES: Wants to Assume Airbus Sale LOI & Agency Deal

FRONTIER AIRLINES: Wants to Hire Seabury as Financial Advisor
GEMSTONE CDO: Poor Credit Quality Cues Moody's Rating Downgrades
GENERAL MOTORS: To Reduce One Shift of Full-size Truck Production
GMAC LLC: Financial Arm Posts $589MM Net Loss in 2008 1st Quarter
HAMILTON BEACH: S&P Reinstates 'B' Ratings at Company's Request

HANNAH DUSTIN: Case Summary & Six Largest Unsecured Creditors
HEXCEL CORP: S&P Maintains 'B3' Corp. Rating With Stable Outlook
HOME INTERIORS: Seeks Relief Under Chapter 11 in Dallas
HOME INTERIORS: Case Summary & 61 Largest Unsecured Creditors
INTEREP NATIONAL: Files Schedules of Assets and Liabilities

INTEREP NATIONAL: Creditors Have Until May 16 to File Claims
JOSEPH FRONTZAK: Case Summary & 13 Largest Unsecured Creditors
JUAN TOSCANINI: Case Summary & 20 Largest Unsecured Creditors
KIMBALL HILL: Organizational Meeting of Creditors on April 30
KIMBALL HILL: Wants Schedules Filing Deadline Moved to June 9

KIMBALL HILL: Wants to Continue to Sell Homes Free of Liens
KODIAK CDO: Moody's Cuts Ratings on Credit Decline and Defaults
LE-NATURE'S INC: Former Accounting Head Pleads Guilty to Fraud
LIFEPOINT HOSPITALS: Fitch Holds 'BB-' Rating on Strong Margins
LONG BEACH: Fitch Downgrades Ratings on Various Classes of Certs.

MAGUIRE PROPERTIES: Special Committee Spurns CEO's Buyout Offer
MERITAGE MORTGAGE: Fitch Cuts Ratings on A Total of $35.6MM Certs.
MICHELLE JODOIN: Case Summary & 20 Largest Unsecured Creditors
MOHAMMAD KADER: Voluntary Chapter 11 Case Summary
MOVIE GALLERY: Delays SEC Filing of 2007 Annual Report

MOVIE GALLERY: Court OKs Rejection of 177 MG US & Hollywood Leases
MOVIE GALLERY: Wants to Assume 3,060 Unexpired Property Leases
MSF REAL ESTATE: Voluntary Chapter 11 Case Summary
NEW CENTURY: Court Approves Settlement Agreement With Accenture
NEW CENTURY: Wants Exclusive Solicitation Period Moved to May 21

NOMURA ASSET: Substantial Losses Cue Moody's 63 Rating Downgrades
NORTH FOREST: Moody's Downgrades Ratings to 'Ba1' From 'Baa2'
NOVASTAR MORTGAGE: Fitch Takes Actions on Classes of Certificates
NRG ENERGY: Moody's Changes Outlook to Stable; Holds 'Ba3' Ratings
OCEAN SPRAY: S&P Upgrades Preferred Stock Rating From 'BB+'

OPTION ONE: Fitch Cuts Ratings on Classes Totaling $142.6 Million
OWNIT MORTGAGE: Moody's Junks Ratings on Six Classes of Certs.
PACIFIC LIFE CBO: S&P Withdraws 'CCC-' Ratings on Class A-3 Notes
PATHEON INC: Undertakes Series of Events on Restructuring Plan
PATHEON INC: Moody's Holds B2 Rating; Changes Outlook to Negative

PLASTECH ENGINEERED: Wants Plan Filing Period Extended to Sept. 28
PERMA-FIX ENVIRONMENTAL: Auditor Deletes Going Concern Opinion
PREMIER PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
PURADYN FILTER: Webb and Company Raises Substantial Doubt
REIG LLC: Case Summary & Nine Largest Unsecured Creditors

RELIANT ENERGY: Improved Performance Cues Moody's Rating Upgrades
RESIDENTIAL CAPITAL: Posts $859MM Net Loss in 2008 First Quarter
ROO GROUP: Net Loss Up to $12MM in Quarter Ended December 31
SABR TRUSTS: Fitch Cuts Ratings on Certs. Totaling $85.1 Mil.
SARATOGA SPRINGS: Voluntary Chapter 11 Case Summary

SEAENA INC: Weaver & Martin Raises Substantial Doubt
SHEAFE HARBOR: Chapter 7 Filing Suspends Foreclosure Auction
SILVER BEACH: Case Summary & 10 Largest Unsecured Creditors
SKYBUS AIRLINES: Selling Aircraft to Rossiya Airlines For $21.9MM
SMARTIRE SYSTEMS: CFO Finkelstein Quits; Dodge Named Interim CFO

SONICBLUE INC: Creditors Propose Voting Protocol for Rival Plans
SOUTHLAND LAND: Case Summary & 12 Largest Unsecured Creditors
STRIKEFORCE TECHNOLOGIES: Li & Company Raises Substantial Doubt
SWINGSET HOLDINGS: S&P Attaches 'B' Rating on High Debt Leverage
TABERNA PREFERRED: Moody's Downgrades Ratings on Real Estate CDOs

TARPON INDUSTRIES: Files for Chapter 11 Protection in Michigan
TCW LINC: Paydown Cues S&P to Withdraw Ratings on Two Notes
TISHMAN SPEYER: S&P Cuts Ratings to 'B'; Gives Negative Outlook
TRAPEZA CDO: Credit Defaults Cue Moody's Ratings Cuts on Notes
TRM CORP: Board Appoints Paull and McNamara to Board of Directors

VIEW SYSTEMS: Davis Sita Raises Substantial Doubt
VIKING SYSTEMS: Squar Milner Raises Substantial Doubt
VONAGE HOLDINGS: EVP & Chief Legal Officer Sharon O'Leary Resigns
WESTMORELAND COAL: KPMG LLP Raises Substantial Doubt
WHITE HILLS: Case Summary & Five Largest Unsecured Creditors

WORLDSPACE INC: Dec. 31 Balance Sheet Upside-Down by $1.7 Billion
ZIFF DAVIS: Court Set June 2 as Deadline for Filing Claims

* Fitch Says Prime Auto ABS Rating Performance Remains Stable
* Fitch Backs Fair Value Accounting Disclosure in Illiquid Markets
* Fitch Report Sees 88% Refinancing Rate for Floating-Rate CMBS
* Fitch Reports Possible Decline in 2008 for Global Reinsurers

* Experts Say Curbing Executive Pay Could Lead to Liquidation

* Upcoming Meetings, Conferences and Seminars

                             *********

3H RIVER: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 3H River Turf Farm, LLC
        2160 East Riverside Dr.
        St. George, UT 84790

Bankruptcy Case No.: 08-22543

Chapter 11 Petition Date: April 21, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Terry L. Hutchinson, Esq.
                  368 E. Riverside, Ste. C
                  St. George, UT 84790
                  Tel: (435) 652-1115
                  Fax: (435) 652-0355
                  Email: tlh@infowest.com

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

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


ABITIBIBOWATER INC: Completes $1.6BB Financing Transactions
-----------------------------------------------------------
AbitibiBowater Inc. has completed a series of financing
transactions designed to address upcoming debt maturities and
general liquidity needs, principally at its Abitibi-Consolidated
Inc. subsidiary.  The transactions include:

   -- a private placement, by Abitibi-Consolidated Company of
      Canada, a subsidiary of Abitibi, of $413 million of 13.75%
      senior secured notes due 2011;

   -- a $400 million 364-day senior secured term loan to ACCC;

   -- a private placement of $350 million of 8% convertible notes,
      due 2013, issued by AbitibiBowater; and

   -- a private exchange offer whereby ACCC exchanged a
      combination of new senior unsecured notes and cash for an
      aggregate of approximately $453 million of outstanding notes
      issued by Abitibi, ACCC and Abitibi-Consolidated Finance
      L.P., a subsidiary of Abitibi.

In the private placement of senior secured notes, ACCC issued
$413 million principal amount of 13.75% notes due 2011.  The notes
are guaranteed by Abitibi and certain of its subsidiaries, and are
secured by mortgages on certain pulp and paper mills owned by, and
security interests in and pledges of certain other assets of, ACCC
and the guarantors.
    
ACCC entered into a Credit and Guaranty Agreement among ACCC,
Abitibi, certain of Abitibi's subsidiaries and affiliates, and a
syndicate of lenders.

Goldman Sachs Credit Partners L.P. is serving as syndication
agent, documentation agent, administrative agent and collateral
agent under the Credit Agreement.  The Credit Agreement provides
for a $400 million senior secured term loan with a term of
364 days and a coupon of LIBOR + 800 basis points, with a 3.5%
LIBOR floor.

ACCC is required to repay $50 million of the Term Loan with
certain proceeds from the previously announced sale of its
Snowflake, Arizona newsprint mill well as a portion of the cash,
if any, reserved but unused in connection with the exchange offer
by ACCC.
    
Simultaneously with these transactions, AbitibiBowater consummated
the sale of $350 million of 8% convertible notes due 2013 to
Fairfax Financial Holdings Limited and certain of its designated
subsidiaries.  The convertible notes bear interest at a rate of 8%
per annum or 10% per annum if AbitibiBowater elects to pay
interest through the issuance of additional convertible notes as
"pay in kind" and are fully and unconditionally guaranteed by
Bowater Incorporated, a subsidiary of AbitibiBowater.

The notes are convertible into shares of AbitibiBowater common
stock at an initial conversion price of $10 per share.
    
The company also disclosed that, as a result of the consummation
of the above transactions, the financing condition had been
satisfied in connection with ACCC's private offer to exchange a
combination of cash and new 15.5% unsecured notes, due 2010,
issued by ACCC for three series of outstanding notes:

   (i) up to $195,612,000 principal amount of 6.95% senior notes
       due April 1, 2008, issued by Abitibi;

  (ii) up to $150 million principal amount of 5.25% senior notes
       due June 20, 2008, issued by ACCC; and

(iii) up to $150 million principal amount of 7.875% senior notes
       due Aug. 1, 2009, issued by ACF.

The company has waived the minimum tender condition with respect
to the exchange offer and, as of March 31, 2008, had received
tenders for approximately 89% of the 6.95% notes, 92% of the 5.25%
notes, and approximately 95% of the 7.875% notes.

The exchange offers are being made upon the terms and conditions
set forth in the Second Amended and Restated Offering Circular and
Consent Solicitation Statement dated March 18, 2008, as
supplemented, and the related Letter of Transmittal and Consent.
    
The senior secured notes, the Term Loan, the convertible notes and
the exchange offer form the basis of the company's refinancing
plan.
    
"Our efforts to complete the necessary refinancing were complex in
light of the current turmoil in the credit markets," John W.
Weaver, executive chairman, stated.  "We took a comprehensive
approach to the task, having developed a refinancing plan that
went beyond our immediate maturities.  We are pleased to
have this project behind us and look forward with optimism to the
future."
    
"We have accomplished much during our first six months as
AbitibiBowater," David J. Paterson, president and chief executive
officer stated.  "We continue to reach out to a range of
stakeholders as we actively prepare for the second phase of our
strategic review.  We remain committed to taking concrete steps to
return AbitibiBowater to profitability and position the Company to
emerge as the great turnaround story of the industry."
    
                      About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH)
-- http://www.abitibibowater.com/-- was formed as a result of the   
combination of Abitibi-Consolidated Inc. and Bowater Incorporated.   
Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater
Incorporated became subsidiaries of AbitibiBowater.  The company
produces a range of forest products marketed in more than 80
countries around the world.  The company's customers include many
publishers, commercial printers, retailers, consumer products
companies and building supply outlets.  AbitibiBowater is also a
recycler of newspapers and magazines.  The company owns or
operates 32 pulp and paper mills and 35 wood products facilities
in North America and offshore.  The company manages its business
in five segments: coated papers, specialty paperBs, newsprint,
market pulp and lumber.

                           *     *     *

As reported in the Troubled Company Reporter on April 16, 2008,
Standard & Poor's Ratings Services assigned recovery ratings to
the senior unsecured debt issues of AbitibiBowater Inc., Abitibi-
Consolidated Inc., and Bowater Inc.  At the same time, S&P lowered
the issue-level rating on these debts to 'CCC+' from 'B-'.


ALOHA AIRLINES: Decides to Liquidate; Court Nods to Conversion
--------------------------------------------------------------
At the behest of Aloha Airlines Inc. and its debtor-affiliates,
the Honorable Lloyd King of the U.S. Bankruptcy Court for the
District of Hawaii converted the Debtors' jointly administered
Chapter 11 cases to liquidation proceedings under Chapter 7.

Court documents did not disclose the reasons for the conversion.  
However, according to the Honolulu Advertiser, GMAC Commercial
Finance LLC backed out of the financing deal it had with the
Debtors.  GMAC is a major secured lender of the Debtors.

In addition, the Debtors' last operating division, the inter-
island freight unit, will be shut down.  The Honolulu Advertiser
relates that around 300 of that division's workers will be laid
off.

As reported in the Troubled Company Reporter on April 25, 2008,
the Court earlier approved the sale of the Debtors' contract
services operations to Los Angeles-based Pacific Air Cargo for
$2 million, various reports said.

                      About Aloha Airlines

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

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

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


AMERICAN LAFRANCE: Pneu-Mech Objects to Reorganization Plan
-----------------------------------------------------------
Pneu-Mech Systems Manufacturing, LLC, asserts that the Plan of
Reorganization of American LaFrance LLC does not satisfy Section
1129 of the Bankruptcy Code, specifically with respect to Pneu-
Mech's secured claim.

Kathryn D. Sallie, Esq., at Bayard P.A., in Wilmington, Delaware,  
relates that the Debtor, in early 2007, entered into two  
agreements with Pneu-Mech, whereby Pneu-Mech was (i) to relocate
finishing equipment from the Debtor's Jedburg, South Carolina,
plant to a facility located on Newton Way, Summerville, in
Berkley County, South Carolina; and (ii) to provide materials and
labor to convert existing MUA units to DX Air Cooled Condensing
Units.  Under the Agreements, Pneu-Mech provided equipment and
labor at the Summerville Facility through November 2007.    

R.T. Jedburg Commerce Park, LLC, was the landlord of the
Summerville Facility.

Pneu-Mech notes that in October and November 2007, it properly
filed mechanic's liens against the Debtor's and the Landlord's
leasehold interest in the Summerville Facility.

Subsequently, on February 14, 2008, Pneu-Mech filed a Notice of
Mechanic's Lien pursuant to Section 546(b)(2) of the Bankruptcy
Code, which satisfied Pneu-Mech's obligation to continue
perfection of its Mechanic's Lien against the Debtor, Ms. Sallie
notes.

Pneu-Mech then filed Claim No. 205, a secured claim for
$1,901,347, plus interest, against the Debtor on March 3, 2008.

Ms. Sallie points out that under its Reorganization Plan, the
Debtor has indicated that it intends to assume the Lease of
Summerville Facility and may be required to cure all defaults;
but in the Plan Supplement and other filings, it has indicated
that it does not intend to satisfy Pneu Mech's secured claim
either as a Class 2 Other Secured Claim or as Class 6 Assumed
Liability.  

Ms. Sallie contends that the Plan does not comply with certain
provisions of the Bankruptcy Code as:

   (a) The Debtor cannot assume the Lease without paying secured
       claim due.  By attempting to assume the Contract without
       paying for the Secured Claim, the Debtor not only violates
       Section 365 of the Bankruptcy Code but also Section
       1123(b); and

   (b) The Plan not only fails to provide assurance of payment of
       disputed secured claims or secured claims, it also
       provides that the Debtor is not even required to post a
       bond for its distributions under the Plan.

The Debtor has no basis to withhold payment of the Pneu-Mech
Secured Claim as of the Plan Effective Date.  

Accordingly, Pneu-Mech opposes the confirmation of the Plan
until and unless the Debtor agrees to pay it a sum of $1,901,347,
plus interest on the Plan Effective Date or in the alternative,
establish a dispute claim reserve for Other Allowed Secured
Claims and cure claims related to the Summerville Facility Lease
that are disputed.

                    About American LaFrance

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

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


AMERICAN LAFRANCE: Court Approves Pneu-Mech Request to Lift Stay
----------------------------------------------------------------
The Hon. Brendan Linehan Shannon approved the request of Pneu-Mech
Systems Manufacturing, LLC to modify the automatic stay in the
bankruptcy case of American LaFrance LLC to allow it to commence a
foreclosure action against R.T. Jedburg Commerce Park, LLC, in a
South Carolina state court.

Mary E. Augustine, Esq., at Bayard, P.A., in Wilmington,
Delaware, relates that Pneu-Mech asserted a $1,901,347 claim,
secured by a mechanic's lien, against American LaFrance LLC's
leasehold interest in real property and improvements located
certain premises at Summerville, in Berkeley County, South
Carolina, owned by R.T. Jedburg.

Ms. Augustine says that South Carolina Law requires that an
entity asserting a mechanic's lien must commence an action to
foreclose the mechanic's lien within six months after labor and
material cease to be provided or are supplied subsequent to the
filing, or else the lien will be dissolved.  "Although Pneu-Mech
seeks to foreclose against R.T. Jedburg, which is the non-debtor
landlord, the Berkeley property owned by R.T. Jedburg is covered
by the Debtor's automatic stay since the Debtor is a
leaseholder of the property," Ms. Augustine stresses.

Pneu-Mech asserts that it will suffer irreparable injury if its
mechanic's lien is forfeited.  The Debtor will not suffer from
any modification of the automatic stay as it can be assured that
Pneu-Mech's sole purpose is to commence a foreclosure action
against R.T. Jedburg to maintain its perfected lien in the
Berkeley Property, Ms. Augustine maintains.

                           *     *     *

The Hon. Brendan Linehan Shannon approves Pneu-Mech's lift stay
request.  The Debtor agrees that the automatic stay should be
modified solely for Pneu-Mech to commence a litigation against RT
Jedburg.  Accordingly, the U.S. Bankruptcy Court for the District
of Delaware directs Pneu-Mech to file a notice of abatement of
proceedings.  Pneu-Mech is unauthorized to prosecute or take any
further action in the litigation without seeking further Court
order.  

                    About American LaFrance

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

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


AMERICAN LAFRANCE: Five Creditors Object to Plan of Reorganization
-----------------------------------------------------------------
In separate filings with the U.S. Bankruptcy Court for the
District of Delaware, these creditors assert that they oppose
confirmation of American LaFrance LLC's Plan of Reorganization:  

    * INCAT Systems, Inc. and Dassault Systems Americas Corp.
    * RT Jedburg Commerce Park, LLC
    * Freightliner of San Antonio, Ltd.
    * City of Bellingham
    * Southwest Emergency Response Team

The Objectors also oppose the Debtor's request to assume certain
executory contracts in relation to its proposed Plan.

INCAT Systems, Inc., and Dassault Systems Americas Corp.
previously objected to the sale, transfer, assumption, or
assignment of an end user License Agreement and entered into a
stipulation whereby the Debtor agreed to obtain the Objectors'
consent and pay outstanding cure amounts prior to the assumption
and assignment of the Licenses and related service agreements.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, points out that Section 12.4 of the Plan
intends to supersede any previous orders and agreement related to
assumption and assignment of contracts not entered in connection
with the Plan, presumably including the INCAT Stipulation.  
"Neither the Plan nor the Assumption Motion provide for the
payment of the cure amounts to the Objectors prior to the
assumption and assignment of the License," she informs the Court.

Hence, INCAT asks the Court to deny the Plan as it purports to or
assume and assign the License free of INCAT's interests without
prior payment of outstanding cure amounts.

RT Jedburg is the lessor of a property located in Summerville,
South Carolina, which serves as the Debtor's business
headquarters and its major manufacturing facility.  On RT
Jedburg's behalf, David W. Carickhoff, Esq., at Blank Rome LLP,
in Wilmington, Delaware, argues that the Plan is not feasible as
the Debtor's business operation is dependent on the continuation
of its rights in the Summerville Property Lease.  The Debtor must
assume the Lease prior to the Plan to ensure its rights and its
continued operations, he maintains.

Moreover, Mr. Carickhoff notes, under its Contract Assumption
Motion under the Plan, the Debtor proposes to pay RT Jedburg
$111,000 as cure amount to the Lease.  "The proposed cure amount
does not cure RT Jedburg's claims aggregating $5,533,412 against
the Debtor for its breaches of the Lease due to non-payment of
rent and allowing mechanic's liens to be recorded against the
Summerville Property," he contends.

Accordingly, RT Jedburg asks the Court to direct the Debtor to:

   (i) pay all its defaults including, $131,091 for past due rent
       to RT Jedburg so that the existing liens would be removed
       from the Summerville Property; and

  (ii) provide it adequate assurance of payment before the Debtor
       can assume the Summerville Property Lease.

Representing Freightliner of San Antonio, Brian A. Sullivan,
Esq., at Werb & Sullivan, in Wilmington, Delaware, contends that
under the Plan, rights insuring to the benefit of the Debtor are
not similarly reserved and available for the claimants.  Mr.
Sullivan notes that in the proposed distribution to Class 4
claimants, all defenses, counterclaims, rights of setoff, and
recoupment are vested in the Reorganized Debtor.  "This provision
notes that it is not intended to alter the setoff rights of the
claimants; however, there is no similar reservation of rights as
to defenses and counterclaims," he cites.  

The Plan and Plan Supplements provide that contracts subject to
the Assumption Motion or as listed in the Plan Supplement are not
automatically rejected on the Confirmation Date.  "FSA is
impacted under this provision because it has contracts under a
Condor Dealer Agreement, that are included to both the pending
Assumption Motion and the Plan Supplement of the Debtor," Mr.
Sullivan discloses.

Accordingly, FSA asks the Court to direct the Debtor to:

   (i) cure all defaults under the FSA Contracts before the
       Confirmation Date;

  (ii) provide adequate assurance of payment to the Contracts;
       and

(iii) establish the cure amounts for the FSA Contracts.

The City of Bellingham, Washington purchased a Custom Pumper
Truck from the Debtor for $362,408.  However, the Truck's
persistent defects and its failure to conform to specifications
led to the City's revocation of the acceptance of the Truck.  In
light of this, the City filed a $200,000 secured claim and an
$206,152 unsecured claim against the Debtor.

The City complains that the Plan fails to advise on the treatment
of its Claim and does not provide any information on how the
Debtor will determine the treatment of Class 2 Claims.  The City
also contests Section 8.5 of the Plan that requires it to
surrender the collateral securing its Claim or to release its
lien prior to payment of its Allowed Secured Claim in full.  
Against this backdrop, the City asks the Court to deny
confirmation of the Plan.

Southwest Emergency Response Team relates that it deposited to
the Debtor $273,088, which is secured by a performance bond, for
an Emergency Vehicle and necessary appurtenances and the
performance of related services.  The Debtor's Plan provides that
any Claim arising from the rejection of an executory contract
will be treated as a Class 4 Unsecured Claim.  SERT asserts that
it objects to that Plan provision since it attempts to alter its
rights to the Bond.

SERT seeks the Court to direct the Debtor to clarify that the
terms of Plan will not affect SERT's rights under the Bond.

                    About American LaFrance

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

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


AQUA HOLDINGS: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Aqua Holdings, LLC
        23233 N. Pima Rd., Ste. 113
        Scottsdale, AZ 85255

Bankruptcy Case No.: 08-04641

Chapter 11 Petition Date: April 24, 2004

Court: District of Arizona (Phoenix)

Debtor's Counsel: Tim Coker, Esq.
                  Coker Law Office
                  408 E. Southern Ave., Ste. 102
                  tempe, AZ 85282-5200
                  Tel: (602) 258-2611
                  Fax: (602) 258-2664
                  Email: timcoker@cox.net

Total Assets: $3,002,050

Total Debts:  $4,861,606

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Irwin Union Bank               34.5 acres of raw     $4,800,000
2425 E. Camelback Rd.,         land in Cave Creek,
Ste. 250                       Arizona; value of
Phoenix, AZ 85016              security: $3,000,000

Vincent Contractors                                  $18,000
15560 N. Frank Lloyd Wright
Blvd., Ste. 208
Scottsdale, AZ 85260

Slyder Surveying                                     $8,200
8607 E. Grandada Rd.
Scottsdale, AZ 85257

Metroland Consultants LLC                            $7,596

SWCA Environmental                                   $7,410

Fred Davidson, Esq.                                  $4,400


ASARCO LLC: Americas Mining Seeks Summary Judgment on Claims
------------------------------------------------------------
Americas Mining Corporation asks the Honorable Andrew S. Hanen of
the U.S. District Court for the Southern District of Texas to
declare summary judgment against the claims asserted by ASARCO LLC
and its debtor-affiliate, Southern Peru Holdings LLC, including
claims for fraudulent transfer, breach of fiduciary duty, aiding
and abetting, and conspiracy.

Americas Mining asserts that the summary judgment record
establishes as a matter of law that:

   (a) ASARCO received reasonably equivalent value for the
       Southern Peru Copper Corporation Shares, which precludes a
       constructive fraudulent transfer claim under the Delaware
       Uniform Fraudulent Transfer Act;

   (b) ASARCO nor any of its corporate parents entered into the
       Transaction with actual intent to hinder, delay or defraud
       any creditor of ASARCO.  

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, says that there is no competent evidence to satisfy any
test for insolvency under Delaware law, which is the second
element of ASARCO's constructive fraudulent transfer claim.  He
says ASARCO's experts' analyses of the solvency tests are rife
with unsupported assumptions, internal inconsistencies and
conceptual flaws, which render them unreliable, and thus
inadmissible, in a summary judgment proceeding.  

Mr. Despins adds that Americas Mining's affirmative defense of
recoupment, based on ASARCO's breach of a representation as to
"reasonably equivalent value" in the stock purchase agreement
effectuating the Transaction, precludes ASARCO's constructive
fraudulent transfer claim as a matter of law.  Americas Mining's
affirmative defense of recoupment, based on ASARCO's breach of a
representation as to "reasonably equivalent value" in the stock
purchase agreement effectuating the Transaction, precludes
ASARCO's actual intent fraudulent transfer claim as a matter of
law.  

Mr. Despins argues that Americas Mining did not owe ASARCO or
ASARCO's creditors any fiduciary duties because parent companies
do not owe fiduciary duties to wholly owned subsidiaries.  While
some courts have applied an "insolvency exception" holding that
an individual director of a subsidiary may owe fiduciary duties
to the subsidiary and its creditors upon a showing that the
subsidiary is insolvent, that exception does not apply here,
where ASARCO seeks to impose fiduciary duties upon its corporate
parent, he asserts.  Even if an "insolvency exception" were
cognizable in the circumstances, ASARCO could not take advantage
of it because there is no competent evidence that it was
insolvent at the time of the Transaction, he says.  Even if
Americas Mining owed any fiduciary duty to ASARCO or its
creditors, the summary judgment record demonstrates that there
was no breach, he adds.

The conspiracy claim fails as a matter of law because ASARCO's
fraudulent transfer and fiduciary duty claims fail as a matter of
law, Americas Mining further asserts.  In addition, a parent
cannot conspire with its wholly owned subsidiary or its
employees.

Americas Mining argues that SPHC lacks standing to assert the
fraudulent transfer claims because it has no unsecured creditors
under which it can rely to derivatively assert a claim under
Section 544(b) of the Bankruptcy Code.

            ASARCO & SPHC Seek Exclusion of Documents

ASARCO and SPHC ask the District Court to strike the affidavit,
expert and rebuttal reports, and deposition testimony of Americas
Mining expert Dr. Craig Pirrong as evidence.

The Debtors assert that Dr. Pirrong is not qualified to render an
expert opinion on whether ASARCO's interest in SPCC was
transferred to Americas Mining for reasonably equivalent value.  
The Debtors point out that Dr. Pirrong lacks the knowledge,
skill, experience, training, education, and real world experience
to opine on reasonably equivalent value.  He has never (1) valued
a company; (2) rendered a reasonably equivalent value opinion; or
(3) had experience or training in the mining industry, the
Debtors note.

                          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. 70; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Court Okays Expansion of Grant Thornton's Services
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized ASARCO LLC and its debtor-affiliates to expand the
scope of Grant Thornton LLP's services to include performing audit
of the Debtors' consolidated balance sheet as of Dec. 31, 2007,
and the consolidated earnings, changes in members' equity, and
cash flows for the year ended.

ASARCO is expected to pay Grant Thornton according to the firm's
customary hourly rates for the 2007 Audit Services:

       Professional                Hourly Rates
       ------------                ------------
       Partners                    $485 to $500
       Senior Managers             $365 to $400
       Managers                    $265 to $315
       Senior Associates           $200 to $230
       Associates                  $160 to $185

Based on preliminary assessment of the Debtors' records, ASARCO
expects to pay about $700,000, for Grant Thornton's 2007 Audit
Services.

ASARCO will also reimburse Grant Thornton for any necessary out-
of-pocket expenses incurred by the auditing firm and indemnify
the firm from any liability arising from ASARCO's knowingly
misrepresentation or false or incomplete information provided to
Grant Thornton.

Edward O'Brien, a partner at Grant Thornton, assured the Court
that his firm does not represent any interest adverse to the
Debtors or their estates, and is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                          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. 70; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wants $67.5 Million Branin Class Claim Disallowed
-------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to disallow a claim for
$67,500,000 filed by Susan E. Delong and Debby B. Whitten.

Claim No. 9568, according to Kevin J. Franta, Esq., at Jordan,
Hyden, Womble, Culbreth & Holzer, P.C., in Corpus Christi, Texas,
is based on the claimants' membership in the class action
styled In re Donald Branin, et al., v. ASARCO Incorporated,
Case No. C93-5132(B)WD.  The Class asserted claims for injuries
allegedly caused by pollutants discharged from ASARCO's smelter
in Ruston, Washington.

Mr. Franta relates that in 1995, the Arizona District Court
approved a settlement between ASARCO and the Branin Class.  The
Arizona District Court also dismissed the Class' claims against
ASARCO.  In June 2006, the Branin Class filed Claim No. 8058
asserting $1,174,481, for the remaining balance of principal plus
prepetition interest that ASARCO owes to the Class as of the
Petition Date.  In July 2007, the Branin Class withdrew the
claim.

Mr. Franta asserts that Claim No. 9568 is barred and released by
the Branin Class judgment, which provides that all claims
asserted against ASARCO in any complaint filed by the members of
the Branin Class are dismissed on the merits, with prejudice and
without costs to any party.  The judgment also provides that all
members of the Class will conclusively be deemed to have released
ASARCO from all liability, causes of action and claims arising
from the class action.

                          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).


ASCALADE COMMS: CCAA Monitor Files Chapter 15 Petition in U.S.
--------------------------------------------------------------
In connection with the on-going legal proceedings filed by
Ascalade Communications Inc. and Ascalade Technologies Inc. in
Canada under the Companies' Creditors Arrangement Act, on April 29
2008, Deloitte & Touche Inc., the court-appointed monitor in the
CCAA proceedings, on behalf of the companies, filed a case under
Chapter 15 of the U.S. Bankruptcy Code to seek a stay of
proceedings with respect to any actions which have or might be
brought against them in the United States.

Upon recognition by the U.S. Court, the action previously filed
against Ascalade by Riparius Ventures LLC will be stayed.  Any
creditors in the United States with claims against the companies
will eventually be able to file Proofs of Claim in the CCAA
proceeding once the Companies have filed a Plan of Arrangement
under the CCAA.

Any recovery in the CCAA for creditors and other stakeholders,
including shareholders, is uncertain and is highly dependent upon
a number of factors, including the recovery from the sale of the
Company's factory and equipment in the People's Republic of China
and the outcome of the Scheme of Arrangement in Hong Kong.

Based in Richmond, British Columbia, Ascalade Communications Inc.
(TSX: ACG) -- http://www.ascalade.com/-- is an innovative product  
company that designs, develops and manufactures digital wireless
and communication products.  Ascalade products have been
distributed under our customers' well-known brand names in over 35
countries and under 80 regional brands.  Ascalade has design,
manufacturing and distribution facilities in Richmond, British
Columbia (head office), Qingyuan (China), Hong Kong and a sales
office in Hertfordshire, (United Kingdom).


ASTRAL DIRECT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor:  Astral Direct Holdings, LLC
         1600 West Jackson Street
         Ozark, MO 65721

Bankruptcy Case No.: 08-60636

Chapter 11 Petition Date: April 16, 2008

Court:   U.S. Bankruptcy Court
         Western District of Missouri (Springfield)

Judge:   To be assigned

Debtor's Counsel:  David E. Schroeder
                   David Schroeder Law Offices, PC
                   1524 East Primrose St., Suite A
                   Springfield, MO 65804-7915
                   Tel: (417) 890-1000
                   Fax: (417) 886-8563
                   E-mail: bk1@dschroederlaw.com
                           http://www.dschroederlaw.com/

Estimated Assets:  $500,001 to $1 million

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Quad/Graphics Inc              open account          $1,406,163.26
75 Remittance Dr., Ste. 6400
Chicago IL 60675-6400

Phillip Wiland                 promissory note       $145,156.93
8000 N 41st Street
Longmont CO 80503

DHL Express Acct #2611         open account          $121,755.90
PO Box 504266
St Louis MO 63150-4266

Alouette, Div. of              monies advanced       $68,408.05
Astral Brands

Phil Wiland                    rent owed             $57,114.00

American Express               credit card           $46,919.12

Zimmer Enterprises             open account          $44,435.89

Apptera Inc                    open account          $32,000.00

Experian Marketing Services    open account          $29,710.22

Epsilon Data Management LLC    open account          $27,801.16

DHL Global Mail                open account          $27,670.52
Account #1197

Fedex Smartpost                open account         $27,330.32

Simclar Interconnect           open account         $23,929.05
Technologies

Nolan Glove Company            open account         $22,500.00

IMAX World-Wide Imports        open account         $21,106.36

AIM Gifts                      open account         $20,721.51

Enesco Corporation             open account         $20,453.81

Prefer Network                 open account         $17,432.13

Pure Country Inc               open account         $17,055.50

Take Two Clothing              open account         $16,566.00


ATTENTUS CDO: Credit Decline and Defaults Cue Moody's Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded notes issued by CDOs with
significant exposure to residential mortgage Real Estate
Investment Trust Trust Preferred Securities and homebuilder
securities.

These rating actions were prompted by continued credit
deterioration and defaults in the residential mortgage REIT and
homebuilder sectors.  The CDOs listed below have significant
exposure to these sectors, ranging from approximately 25% to 50%
of their aggregate portfolio balances.  These rating actions also
reflect uncertainties over final workout values, which are
expected to be low, for defaulted assets in the underlying
collateral pool.  Moody's outlook for REIT TRUP CDOs is negative
for 2008.

Moody's will continue to monitor developments in the specialty
mortgage area and update the ratings of affected CDOs accordingly.

Issuer: Attentus CDO I, Ltd.

Class Description: $280,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due May 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $20,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due May 2036

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

Class Description: $65,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due May 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2 on review for possible downgrade

Class Description: $10,000,000 Class C-1 Fourth Priority
Deferrable Secured Floating Rate Notes Due May 2036

  -- Current Rating: B3
  -- Prior Rating: Aa3 on review for possible downgrade

Issuer: Attentus CDO II, Ltd.

Class Description: $235,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2041, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041, Downgraded to Aa3 from Aaa

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

Class Description: $55,000,000 Class A-3A Third Priority Senior
Secured Floating Rate Notes Due 2041, Downgraded to A1 from Aaa

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

Class Description: $5,000,000 Class A-3B Third Priority Senior
Secured Fixed/Floating Rate Notes Due 2041, Downgraded to A1 from
Aaa

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

Class Description: $20,000,000 Class B Fourth Priority Deferrable
Secured Floating Rate Notes Due 2041, Downgraded to Ba3 from Aa2

  -- Current Rating: Ba3
  -- Prior Rating: Aa2 on review for possible downgrade

Class Description: $32,000,000 Class C Fifth Priority Deferrable
Secured Floating Rate Notes Due 2041, Downgraded to Caa3 from A2

  -- Current Rating: Caa3
  -- Prior Rating: A2 on review for possible downgrade

Class Description: $22,000,000 Type I Composite Notes Due 2041

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

Issuer: Attentus CDO III, Ltd.

Class Description: $100,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes Due 2042, Downgraded to Aa1 from Aaa

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

Class Description: $100,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2042, Downgraded to Aa3 from Aaa

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

Class Description: $34,000,000 Class B Fourth Priority Deferrable
Secured Floating Rate Notes Due 2042, Downgraded to Baa1 from Aa2

  -- Current Rating: Baa1
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $16,000,000 Class C-1 Fifth Priority Deferrable
Secured Floating Rate Notes Due 2042, Downgraded to Ba1 from A2

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

Class Description: $15,000,000 Class C-2 Fifth Priority Deferrable
Secured Fixed/Floating Rate Notes Due 2042, Downgraded to Ba1 from
A2

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

Issuer: Kodiak CDO I, Ltd.

Class Description: $338,500,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2037, Downgraded to Aa1 from Aaa

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

Class Description: $103,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2037, Downgraded to Aa3 from Aaa

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

Class Description: $83,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2037, Downgraded to Aa3 from Aa1

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

Class Description: $30,000,000 Class C Fourth Priority Secured
Deferrable Floating Rate Notes Due 2037, Downgraded to Ba1 from
Aa3

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

Issuer: Taberna Preferred Funding II, Ltd.

Class Description: Class A-1a, Downgraded to A3 from Aaa; Placed
Under Review for further Possible Downgrade

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

Class Description: Class A-1b, Downgraded to A3 from Aaa; Placed
Under Review for further Possible Downgrade

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

Class Description: Class A-1c, Downgraded to A3 from Aaa; Placed
Under Review for further Possible Downgrade

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

Class Description: Class B, Downgraded to Ba3 from Aa2; Placed
Under Review for further Possible Downgrade

  -- Current Rating: Ba3, on review for possible downgrade
  -- Prior Rating: Aa2, on review for possible downgrade

Issuer: Taberna Preferred Funding III, Ltd.

Class Description: $188,500,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $ 210,000,000 Class A-1B First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $ 10,000,000 Class A-1C First Priority Senior
Secured Fixed/Floating Rate Notes Due 2036

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $ 38,500,000 Class A-2A Second Priority Senior
Secured Floating Rate Notes Due 2036

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

Class Description: $ 91,250,000 Class B-1 Fourth Priority Secured
Floating Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $ 7,500,000 Class B-2 Fourth Priority Secured
Fixed/Floating Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Issuer: Taberna Preferred Funding IV, Ltd.

Class Description: $313,350,000 Class A-1 First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $ 81,450,000 Class B-1 Fourth Priority Secured
Floating Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $ 7,000,000 Class B-2 Fourth Priority Secured
Fixed Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Issuer: Taberna Preferred Funding V, Ltd.

Class Description: $100,000,000 Class A-1LA Floating Rate Notes
Due August 2036-1, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $250,000,000 Class A-1LAD Delayed Draw Floating
Rate Notes Due August 2036, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $60,000,000 Class A-1LB Floating Rate Notes Due
August 2036, Downgraded to Aa3 from Aaa

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

Class Description: $90,000,000 Class A-2L Deferrable Floating Rate
Notes Due August 2036, Downgraded to Ba2 from Aa3

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

Issuer: Taberna Preferred Funding VI, Ltd.

Class Description: $50,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $305,000,000 Class A-1B First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $90,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2036

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

Class Description: $18,000,000 Class B Third Priority Secured
Floating Rate Notes Due 2036

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

Class Description: $97,000,000 Class C Fourth Priority Secured
Floating Rate Notes Due 2036

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

Issuer: Taberna Preferred Funding VII, Ltd.

Class Description: $350,000,000 Class A-1LA Floating Rate Notes
Due February 2037, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $120,000,000 Class A-1LB Floating Rate Notes
Due February 2037, Downgraded to Aa3 from Aaa

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

Class Description: $25,000,000 Class A-2LA Floating Rate Notes Due
February 2037, Downgraded to A2 from Aa2

  -- Current Rating: A2
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $50,000,000 Class A-2LB Deferrable Floating
Rate Notes Due February 2037, Downgraded to Ba2 from Aa3

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

Issuer: Trapeza CDO X, Ltd.

Class Description: $268,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2041

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $69,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $31,000,000 Class B Third Priority Secured
Deferrable Floating Rate Notes Due 2041

  -- Current Rating: Baa3
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $21,000,000 Class C-1 Fourth Priority Secured
Deferrable Floating Rate Notes Due 2041

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

Class Description: $35,000,000 Class C-2 Fourth Priority Secured
Deferrable Fixed/Floating Rate Notes Due 2041

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

Class Description: $20,000,000 Composite Notes Due 2041

  -- Current Rating: Baa3
  -- Prior Rating: Aa2, on review for possible downgrade


AURELIUS CAPITAL: S&P Designates 'BB' Rating on Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
E notes issued by Aurelius Capital CDO 2007-1 Ltd., a hybrid cash
flow synthetic collateralized debt obligation transaction, on
CreditWatch with negative implications.  Aurelius Capital CDO
2007-1 Ltd. is collateralized predominantly by collateralized loan
obligations.
     
The CreditWatch placement is primarily due to losses on the sale
of two assets in March 2008, which negatively affects the credit
enhancement available to support the notes.
     
Standard & Poor's will review the results of current cash flow
runs generated for Aurelius Capital CDO 2007-1 Ltd. to determine
the level of future defaults the rated classes can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.    
S&P will compare the results of these cash flow runs with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.
   
               Rating Placed on CreditWatch Negative
   
                  Aurelius Capital CDO 2007-1 Ltd.

                        Rating
                        ------
      Class        To              From      Balance (million)
      -----        --              ----      -----------------
      E            BB/Watch Neg    BB              $13.500
   
                     Other Outstanding Ratings
   
                  Aurelius Capital CDO 2007-1 Ltd.

           Class           Rating      Balance (million)
           -----           ------      -----------------
           A               AA+              $240.300
           C               A                 $15.200
           D               BBB               $18.000

                     Transaction Information

        Issuer:              Aurelius Capital CDO 2007-1 Ltd.
        Co-issuer:           Aurelius Capital CDO 2007-1 LLC
        Collateral manager:  Aurelius Capital Management GmbH
        Underwriter:         Wachovia Capital Markets LLC
        Trustee:             State Street Bank and Trust Co.
        Transaction type:    CDO hybrid cash flow/synthetic CDO
        

AVANT IMMUNOTHERAPEUTICS: Balance Sheet Upside-down by $19MM
------------------------------------------------------------
AVANT Immunotherapeutics Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $37.6 million in total assets and
$56.6 million in total liabilities, resulting in a $19.0 million
total stockholders' deficit.

AVANT reported a net loss of $5.3 million on total revenue of
$1.7 million for the fourth quarter ended Dec. 31, 2007, compared
to a net loss of $6.2 million on total revenue of $380,132 for the
fourth quarter of 2006.  

The decrease in net loss in the fourth quarter mainly reflects the
increase in revenues primarily due to increased product royalties
from net sales on Rotarix(R), offset by reduced levels of vaccine
development work billable to DVC LLC during the fourth quarter of
2007.

On Oct. 22, 2007, AVANT and Celldex Therapeutics Inc., a privately
held company, announced the signing of a definitive merger
agreement.  The all-stock transaction closed on March 7, 2008.  
The total value of the merger transaction was approximately
$75 million.

"AVANT's 2007 financial results are in line with our expectations
and we are in position to execute on the business plan of the
proposed combined company of AVANT and Celldex," said Una S. Ryan,
Ph.D., AVANT's president and chief executive officer.  

                        Full Year Results

AVANT reported a net loss of $21.6 million for the year ended
Dec. 31, 2007, an increase of $1.2 million, or 6.2%, compared to a
net loss of $20.4 million for the year ended Dec. 31, 2006.  The
increase in net loss between periods was primarily due to
increased operating expenses and decreased investment and other
income, offset partially by increased revenues.

Total revenue increased to $5.1 million in 2007 from $4.9 million
in 2006.

Product development and licensing revenue decreased to $125,039 in
2007 from $2.9 million in 2006.  The decrease reflects a one-time
milestone payment of $2.6 million recorded in the first quarter of
2006.

Government contracts and grants revenuue decreased to $491,345 in
2007 from $1.4 million in 2006.  The decrease primarily reflects
reduced levels of biodefense vaccine development work billable to
DVC in 2007.

Product royalty revenue increased to $4.5 million from $667,397 in
2006.

In 2007, AVANT recognized $4.4 million in product royalty revenue
consisting of $2.3 million related to Paul Royalty Fund's
purchased interest in Rotarix(R) net royalties and $2.1 million
related to AVANT's retained interests in Rotarix(R) net royalties
which were not sold to Paul Royalty Fund and which is equal to the
amount payable to CCH by AVANT.  

                 Liquidity and Capital Resources

At Dec. 31, 2007, AVANT's principal sources of liquidity consisted
of cash and cash equivalents of $15.7 million compared to cash and
cash equivalents at Dec. 31, 2006, of $40.9 million.

To date, the primary sources of cash flows from operations have
been payments received from AVANT's collaborative partners, from
government entities and from financial institutions such as Paul
Royalty Fund.  

Net cash used by operating activities was $19.3 million in 2007
compared to net cash provided by operating activities of
$27.0 million in 2006.  

On April 16, 2007, AVANT initiated restructuring activities to
reduce ongoing operational costs, following an extensive review of
its operations and cost structure.

The restructuring resulted in a workforce reduction of
approximately 30%.  AVANT also exited from its St. Louis-based
research facility by Sept. 30, 2007, when the lease term expired
and moved all essential research activities to its Needham,
Massachusetts headquarters.  

As of Dec. 31, 2007, restructuring charges of $765,204 were
recorded, of which $754,877 were recorded as research and
development and $10,327 were recorded as general and
administrative expense.  

AVANT believes that cash inflows from existing collaborations,
interest income on invested funds and its current cash and cash
equivalents will be sufficient to meet estimated working capital
requirements and fund operations beyond Dec. 31, 2008.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2b57

                  About AVANT Immunotherapeutics

Headquartered in Needham, Mass., AVANT Immunotherapeutics Inc.
(Nasdaq: AVAN) -- http://www.avantimmune.com/--  is a  
biopharmaceutical company engaged in the discovery, development
and commercialization of products that harness the human immune
response to prevent and treat disease.  The company develops and
commercializes products on a proprietary basis and in
collaboration with established pharmaceutical partners and other
collaborators, including GlaxoSmithKline plc, Pfizer Inc and
Lohmann Animal Health International.


AVIKAI PLLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Avikai PLLC
        dba Avikai Spa
        P.O. Box 1540
        Mercer Island, WA 98040

Bankruptcy Case No.: 08-12176

Chapter 11 Petition Date:  April 14, 2008

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsel:  Larry B Feinstein, Esq.
                   Vortman & Feinstein
                   500 Union St Ste 500
                   Seattle, WA 98101
                   Tel: (206) 223-9595
                   E-mail: lbf@chutzpa.com

Estimated Assets: $0 to $50,000

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

The Debtor did not file a list of its largest unsecured creditors.  
On the petition date, the Debtor filed its schedules of assets and
liabilities, disclosing $0 in real property assets and $512,925 in
secured debts.


BEAR STEARNS ABS: Fitch Cuts Ratings on $79.1M in ABS Transactions
------------------------------------------------------------------
Fitch Ratings has taken rating actions on the Bear Stearns Asset
Backed Securities transactions.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $61.8 million and downgrades total
$79.1 million.  Additionally, Fitch placed $13.7 million on Rating
Watch Negative.

BSABS Trust 2003-ABF1

  -- $13.7 million class A, rated 'AAA', placed on Rating Watch
     Negative;

  -- $28.8 million class M downgraded to 'A+' from 'AA'.

Deal Summary

  -- Originators: American Business Financial Services
  -- 60+ day Delinquency: 21.26%
  -- Realized Losses to date (% of Original Balance): 2.38%

Bear Stearns Asset Backed Securities, Inc. 2004-HE6

  -- $14.8 million class M-1 affirmed at 'AA';
  -- $47 million class M-2 affirmed at 'A';
  -- $13.8 million class M-3 downgraded to 'BBB' from 'A-';
  -- $11.5 million class M-4 downgraded to 'BB+' from 'BBB+';
  -- $10.1 million class M-5 downgraded to 'BB' from 'BBB';
  -- $9 million class M-6 downgraded to 'B' from 'BBB-';
  -- $5.9 million class M-7B downgraded to 'C/DR5' from 'BB'.

Deal Summary

  -- Originators: People's Choice Home Loan, Inc. (42.15%),
     Fremont Investment & Loan (30.38%), Encore Credit Corporation
     (17.06%).

  -- 60+ day Delinquency: 20.49%

  -- Realized Losses to date (% of Original Balance): 1.88%


BERNARD WILLIAMS: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor:        Bernard Garry Williams, Sr.
               aka Bernard G. Williams
               aka Bernard Williams
               dba R.A.M. Products
               dba MMWB, LLC
               fdba EagleRider of Reno
               dba EagleRider of San Jose
               2759 Grandview Drive
               San Jose, CA 95133

Joint Debtor:  Gloria Jean Williams
               aka Gloria J. Williams
               fka Gloria Jean Blommer
               fka Gloria J. Clem
               2759 Grandview Drive
               San Jose, CA 95133

Bankruptcy Case No.:  08-51732

Chapter 11 Petition Date:  April 8, 2008

Court:    U.S. Bankruptcy Court
          Northern District of California (San Jose)

Judge:    Arthur S. Weissbrodt

Debtor's Counsel:   Charles E. Logan
                    Law Offices of Charles E. Logan
                    95 S Market St. #660
                    San Jose, CA 95113
                    Tel: (408) 995-0256
                    E-mail: court@loganatlaw.com

Total Assets:       $1,556,018.00

Total Debts:        $1,718,136.12

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sparta Commercial Service      Vin No. 014764        $14,585.22
462 7th Ave, 20th Floor        Lease
New York, NY 10018
                               Vin No. 26772         14,311.56
                               Lease

                               Vin No. 18420         14,311.56
                               Lease

                               Vin No. 677463        14,269.92
                               Lease

                               Vin No. 699337        14,059.74
                               Lease

                               Vin No. 46464         14,041.40
                               Lease

California Bank and Trust      Commercial            50,000.00
Fresno-Palm                    Loan/Revolving
5240 N. Palm Ave.              Line of Credit
Fresno, CA 93704

Home Vest Capital, LLC         Lawsuit               47,752.04
c/o Scott M. Gitlen            Judgment entered
Hemar, Rousso & Heald, LLP
15910 Ventura Blvd.,
12th Floor
Encino, CA 91436

Sallie Mae                     Student loan          42,000.00
P.O. Box 9500
Wilkes Barre, PA 18773-9500

FIA Card Services,N.A.                               37,246.49
MBNA America Bank

Bank of America                Lawsuit               35,083.31

Bank of America                Bernard G Williams    33,192.85
                               R.A.M. Products
                               Line of Credit

Wells Fargo Businessline                             32,493.12

Bank of America                Bernard G.            28,618.32
                               Williams
                               R.A.M. Products
                               Credit card

Wells Fargo Bank               Business loan         25,187.82
                               Ram products

Bank of the West                                     20,158.95

Bank of the West               Bernard G             20,158.95
                               Williams, Sr
                               R.A.M. Products

                               Nondisclosable
                               loan to individual
                               UCC Collateral

State Board of Equalization                          15,750.00

EagleRider, Inc.                                     15,000.00

Harley Davidson Credit         2006 Standard         15,000.00


BOB WILSON: Plummeting Sales Cue Chapter 11 Bankruptcy Filing
-------------------------------------------------------------
A mix of bad timing and bad economy have forced Bob Wilson Dodge
Chrysler Jeep LLC and its debtor-affiliates to file Chapter 11
Bankruptcy in Florida, Richard Mullins of the the Tampa Tribune,
reports.

Tampa Tribune reported general manager Keith Johnson saying
worsening economy has lowered car sales leaving the dealership
with smaller customer segments, and higher inventory.

Tampa Tribune states that after closing its sales operations on
April 28, the company will restart sales anytime this week.

The dealership will file a plan of reorganization with the federal
bankruptcy court in Tampa that would allow it to continue its
operations, the report states.

Headquartered in Tampa, Florida, Bob Wilson Dodge Chrysler Jeep
LLC -- http://www.bobwilsondodgesuperstore.com/--  is a certified  
DaimlerChrysler Five Star dealership with a huge inventory of high
quality new and pre-owned vehicles.  The Debtors and its debtor-
affiliates filed for separate Chapter 11 protection on April 25,
2008 (Bankr. M.D.Fla. Case No.: 08-05759 thru 08-05763.)  Harley
E. Riedel, Esq. at Stichter Riedel Blain & Prosser represents the
Debtors in their restructuring efforts.  Bob Wilson Dodge Chrysler
Jeep LLC's estimated assets and debts at the bankruptcy filing
were both between $1 million and $10 million.  Bob Wilson Dodge
Inc.'s estimated assets and debts at the bankruptcy filing were
both between $10 million and $50 million.  The Debtors did not
file lists of their largest unsecured creditors.


BON-TON STORES: Shareholder GAMCO Declares 5.19% Equity Stake
-------------------------------------------------------------
Gabelli Funds, LLC and GAMCO Asset Management Inc., have declared
that they own a total of 741,000 shares, representing 5.19% of the
outstanding common stock of The Bon-Ton Stores, Inc., which they
bought for $6,357,635.  Gabelli Funds used $1,998,967 to buy
250,000 shares or 1.75% of Bon-Ton securities and GAMCO Asset used
$4,358,668 to acquire 491,000 shares or 3.44% of Bon-Ton
securities.

Gabelli Funds and GAMCO Asset are subsidiaries of GAMCO Investors
Inc.

York, Pennsylvania-based The Bon Ton Stores Inc. (Nasdaq: BONT) --
http://www.bonton.com/-- operates 278 department stores, which   
include eight furniture galleries, in 23 states in the Northeast,
Midwest and upper Great Plains under the Bon-Ton, Bergner's,
Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and
Younkers nameplates and, under the Parisian nameplate, two stores
in the Detroit, Michigan area.  The stores offer a broad
assortment of brand-name fashion apparel and accessories for
women, men and children, as well as cosmetics and home
furnishings.

                         *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
Fitch Ratings affirmed The Bon-Ton Stores, Inc.'s 'B' issuer
default rating.  The rating outlook has been revised to negative
from stable.

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service downgraded the corporate family rating
of Bon-Ton Stores Inc. to B2 from B1, downgraded the probability
of default rating to B2 from B1, and downgraded the rating on the
$510 million senior unsecured notes to Caa1 (LGD 5, 78%) from B3
(LGD 5, 83%).  The company's speculative grade liquidity rating of
SGL-3 was affirmed.  The outlook on all ratings is stable.


BRIGHT HORIZONS: S&P Rates $440 Mil. Senior Loan 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and stable outlook to Watertown, Massachusetts-based
Swingset Holdings Corp., parent of Bright Horizons Family
Solutions Inc.  At the same time, S&P assigned a bank loan rating
of 'BB-', two notches higher than the corporate credit rating on
the parent, to operating subsidiary Bright Horizons' $440 million
senior secured bank loan credit facilities.  S&P also assigned a
recovery rating of '1' to this debt, indicating S&P's expectation
of very high (90%-100%) recovery of principal in the event of a
payment default.  The credit facilities consist of a $75 million
revolving credit facility due 2014 and a $365 million term loan B
due 2015.
     
Pro forma for the transaction, total debt outstanding was
$775 million as of March 31, 2008.
     
"The rating reflects high debt leverage and weak pro forma cash
flow protection resulting from the pending leveraged acquisition
of the company by an affiliate of Bain Capital Partners LLC," said
Standard & Poor's credit analyst Hal F. Diamond, "in view of the
company's growth strategy of opening new centers and
acquisitions."

These risks are only partially offset by the company's good
business position in the competitive and fragmented childcare
market, and some stability in operating performance gained through
long-term contacts with corporate sponsors.


C-BASS MORTGAGE: Fitch Cuts Ratings on $2.8 Mil. Certificates
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on C-BASS Mortgage
Loan Trust mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are now removed.  Affirmations total $616.0 million and
downgrades total $2.8 million.  Additionally, $2.9 million was
placed on Rating Watch Negative.

C-BASS 2003-CB1

  -- $12.4 million class AF affirmed at 'AAA';
  -- $10.3 million class M-1 affirmed at 'AA';
  -- $3.0 million class M-2 affirmed at 'A';
  -- $1.7 million class B-1 affirmed at 'BBB';
  -- $0.1 million class B-2 affirmed at 'BBB-';

Deal Summary

  -- Originators: Contimortgage Corporation 23%, Encore 10%,
     Conseco Finance 13%.

  -- 60+ day Delinquency: 13.39%

  -- Realized Losses to date (% of Original Balance): 2.91%

C-BASS 2003-CB2

  -- $2.9 million class AF-3 affirmed at 'AAA';

  -- $15.2 million class M-1 affirmed at 'AA+';

  -- $7.0 million class M-2 affirmed at 'A';

  -- $2.1 million class B-1 affirmed at 'BBB';

  -- $1.1 million class B-2 rated 'BBB-', placed on Rating Watch
     Negative;

Deal Summary

  -- Originators: Conseco 41%, Encore 19%.
  -- 60+ day Delinquency: 23.40%
  -- Realized Losses to date (% of Original Balance): 3.14%

C-BASS 2003-CB3

  -- $13.3 million class AF-1 affirmed at 'AAA';
  -- $14.9 million class M-1 affirmed at 'AA+';
  -- $7.1 million class M-2 affirmed at 'A+';
  -- $2.0 million class B-1 affirmed at 'BBB+';
  -- $1.0 million class B-2 affirmed at 'BBB ';
  -- $0.1 million class B-3 affirmed at 'BBB-';

Deal Summary

  -- Originators: First National Bank of Nevada 34%, Town and
     Country 19%, Impac 14%.

  -- 60+ day Delinquency: 7.18%

  -- Realized Losses to date (% of Original Balance): 1.14%

C-BASS 2003-CB4

  -- $5.9 million class AF-1 affirmed at 'AAA';
  -- $22.9 million class M-1 affirmed at 'AA+';
  -- $14.5 million class M-2 affirmed at 'A';
  -- $3.0 million class B-1 affirmed at 'BBB';
  -- $1.6 million class B-2 affirmed at 'BBB-';

Deal Summary

  -- Originators: New Century 31%, Impac 14%.
  -- 60+ day Delinquency: 17.77%
  -- Realized Losses to date (% of Original Balance): 2.35%

C-BASS 2003-CB5

  -- $21.7 million class M-1 affirmed at 'AA';

  -- $9.5 million class M-2 affirmed at 'A';

  -- $1.0 million class M-3 affirmed at 'A-';

  -- $1.1 million class B-1 rated 'BBB+', placed on Rating Watch
     Negative;

  -- $0.7 million class B-2 rated 'BBB ', placed on Rating Watch
     Negative;

  -- $1.7 million class B-3 downgraded to 'B' from 'BB';

Deal Summary

  -- Originators: New Century 34%, Oakmont 16%, Encore 14%.
  -- 60+ day Delinquency: 18.14%
  -- Realized Losses to date (% of Original Balance): 1.52%

C-BASS 2003-CB6

  -- $8.6 million class AF-5 affirmed at 'AAA';
  -- $9.0 million class AF-6 affirmed at 'AAA';
  -- $26.1 million class M-1 affirmed at 'AA';
  -- $16.3 million class M-2 affirmed at 'A';
  -- $1.4 million class M-3 affirmed at 'A-';
  -- $1.8 million class M-4 affirmed at 'BBB+';
  -- $1.5 million class M-5 affirmed at 'BBB';

Deal Summary

  -- Originators: New Century 34%, Encore 11%.
  -- 60+ day Delinquency: 9.13%
  -- Realized Losses to date (% of Original Balance): 1.37%

C-BASS 2004-CB1

  -- $2.9 million class AF-1 affirmed at 'AAA';
  -- $24.4 million class M-1 affirmed at 'AA';
  -- $21.2 million class M-2 affirmed at 'A';
  -- $5.9 million class M-3 affirmed at 'A-';
  -- $1.6 million class B-1 affirmed at 'BBB+';
  -- $1.6 million class B-2 affirmed at 'BBB';
  -- $1.7 million class B-3 affirmed at 'BBB-';
  -- $2.2 million class B-4 affirmed at 'BB';

Deal Summary

  -- Originators: Finance of America 24%, First National Bank of
     Arizona 8%.

  -- 60+ day Delinquency: 8.35%

  -- Realized Losses to date (% of Original Balance): 1.22%

C-BASS 2004-CB2

  -- $21.3 million class M-1 affirmed at 'AA';
  -- $20.9 million class M-2 affirmed at 'A';
  -- $3.1 million class M-3 affirmed at 'A-';
  -- $1.3 million class B-1 affirmed at 'BBB+';
  -- $1.3 million class B-2 affirmed at 'BBB';
  -- $1.3 million class B-3 affirmed at 'BBB-';
  -- $0.6 million class B-4 affirmed at 'BB-';

Deal Summary

  -- Originators: Finance of America 30%, Impac 14%,
     New Century 11%.

  -- 60+ day Delinquency: 10.28%

  -- Realized Losses to date (% of Original Balance): 0.74%

C-BASS 2004-CB3

  -- $20.2 million class M-1 affirmed at 'AA';
  -- $8.6 million class M-2 affirmed at 'A';
  -- $1.3 million class M-3 affirmed at 'A-';
  -- $1.1 million class B-1 affirmed at 'BBB+';
  -- $1.0 million class B-2 affirmed at 'BBB';
  -- $0.9 million class B-3 downgraded to 'B' from 'BBB-';
  -- $0.2 million class B-4 downgraded to 'C/DR4' from 'BB';

Deal Summary

  -- Originators: Finance of America 36%, Impac 18%.
  -- 60+ day Delinquency: 17.59%
  -- Realized Losses to date (% of Original Balance): 1.06%

C-BASS 2004-CB5

  -- $19.1 million class M-1 affirmed at 'AA ';
  -- $21.3 million class M-2 affirmed at 'A+';
  -- $5.6 million class M-3 affirmed at 'A';
  -- $5.6 million class B-1 affirmed at 'A-';
  -- $4.4 million class B-2 affirmed at 'BBB+';
  -- $1.3 million class B-3 affirmed at 'BBB';
  -- $1.3 million class B-4 affirmed at 'BBB-';

Deal Summary

  -- Originators: American Business Financial Services 31%,
     Wilmington Finance 19%.

  -- 60+ day Delinquency: 13.77%

  -- Realized Losses to date (% of Original Balance): 1.10%

C-BASS 2004-CB6

  -- $7.1 million class AF-3 affirmed at 'AAA';
  -- $14.0 million class AF-4 affirmed at 'AAA';
  -- $23.0 million class M-1 affirmed at 'AA';
  -- $19.5 million class M-2 affirmed at 'A';
  -- $6.9 million class M-3 affirmed at 'A-';
  -- $4.6 million class B-1 affirmed at 'BBB+';
  -- $4.6 million class B-2 affirmed at 'BBB';
  -- $2.2 million class B-3 affirmed at 'BBB-';
  -- $3.6 million class B-4 affirmed at 'BB';

Deal Summary

  -- Originators: New Century 59%, American Business Mortgage
     Services 10%.

  -- 60+ day Delinquency: 14.12%

  -- Realized Losses to date (% of Original Balance): 1.25%

C-BASS 2004-CB7

  -- $2.9 million class AF-4 affirmed at 'AAA';
  -- $13.9 million class AF-5 affirmed at 'AAA';
  -- $27.6 million class M-1 affirmed at 'AA+';
  -- $22.8 million class M-2 affirmed at 'A+';
  -- $6.2 million class M-3 affirmed at 'A';
  -- $6.0 million class B-1 affirmed at 'A';
  -- $5.3 million class B-2 affirmed at 'A-';
  -- $4.6 million class B-3 affirmed at 'BBB+';
  -- $3.0 million class B-4 affirmed at 'BBB-';

Deal Summary

  -- Originators: American Business Financial Services 50%,
     Homefield Financial 10%.

  -- 60+ day Delinquency: 16.61%

  -- Realized Losses to date (% of Original Balance): 1.21%


CANON COMMS: Moody's Changes Outlook to Negative; Keeps B3 Rating
-----------------------------------------------------------------
Moody's Investors Service changed Canon Communications, LLC's
rating outlook to negative from positive, while affirming its B3
Corporate Family rating.  The change in rating outlook reflects
Moody's view that the company's financial covenants (which are
scheduled to step down significantly during the balance of 2008)
will place potential pressure on Canon's near term liquidity,
absent relief from asset sales, an amendment from its lenders, or
the implementation of an equity cure from its owners.

Details of the rating action are:

Ratings affirmed:

  -- $10 million senior secured first lien revolving credit
     facility due 2010: B2 LGD3, 36%

  -- $121 million senior secured first lien term loan due 2011: B2
     LGD3, 36%

  -- Corporate Family rating: B3

  -- Probability of Default rating: B3

The rating outlook is changed to negative from positive.

Canon's previous positive rating outlook reflected an expectation
of improving operating performance and EBITDA generation.  
Although the company continues to improve its operating profile,
the change in outlook to negative is largely due to the overhang
of potential covenant default.  Nevertheless, Moody's expects that
Canon will likely obtain covenant relief based upon its current
financial profile (leverage below 5 times debt to EBITDA,
according to management).

According to the current terms of its senior secured credit
facilities, Canon must comply with a first lien debt to EBITDA
test which will ratchet down to 2.75 times by the quarter ending
December 31, 2008 (vs. a current test of 4.75 times) and a total
debt to EBITDA test which will tighten to 4.5 times (vs. a current
test of 6.75 times).

Moody's expects that Canon will generate moderate levels of cash
flow over the next twelve months sufficient to cover its working
capital and modest capex needs.  In addition, the company can
supplement internal cash generation with undrawn availability
under its $10 million revolving credit facility.  Canon represents
a portfolio of severable B-2-B properties, which could also be
selectively monetized to provide liquidity, however the company's
US domiciled assets are largely encumbered and a sale would
require lender consent.

Headquartered in Los Angeles, California, Canon Communications is
a leading producer of print productions, trade shows and digital
media for the medical device manufacturing and other niche
markets.  The company reported sales of $89 million for the LTM
period ended Dec. 31, 2007.


CAPCITY CLOTHING: Chapter 15 Petition Summary
---------------------------------------------
Chapter 15 Debtor: CapCity Clothing, Inc.
                   4026 Bois-Franc
                   Montreal, Quebec H4S 1A7
                   Quebec, Canada

Petitioner: RSM Richter, Inc.
            2 Place Alexis Nihon, Ste. 2200
            Montreal, QC H3Z 3C2
            Canada
            Tel: (514) 934-3451

Chapter 15 Case No.: 08-11540

Type of Business: The Debtor imports and sells clothing. It is
                  currently engaged in bankruptcy proceedings
                  under the Canadian Bankruptcy and Insolvency
                  Act, Statutes of Canada, Chapter 27 in the
                  Superior Court, Commercial Division of the
                  Province of Quebec, District of Montreal in
                  Canada under Case No. 500-11-032894-087.
                  
                  On March 26, 2008, the Canadian court approved
                  the "Motion for the Appointment of an Interim
                  Receiver and Related Orders" filed by GMAC CF.  
                  On April 14, 2008, the court approved the
                  "Petition for a Receiving Order" also filed by
                  GMAC CF.

                  RSM Richter, Inc. was appointed as the Debtor's
                  Interim Receiver on March 26, 2008.  It has
                  functioned as the Debtor's Trustee since
                  April 14, 2008.

Chapter 15 Petition Date: April 28, 2008

Chapter 15 Court: Southern District of New York (Manhattan)

U.S. Judge:   Hon. Robert D. Drain

Petitioner's Counsel: Daniel I. Goldberg, Esq.
                        E-mail: dgoldberg@salonmarrow.com
                      Salon, Marrow, Dyckman & Newmam
                      292 Madison Ave.
                      New York, NY 10017
                      Tel: (212) 661-7100
                      Fax: (212) 661-3339
                      http://www.salonmarrow.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million


CARRINGTON MORTGAGE: Fitch Downgrades $900,000 Loan Trust to 'BB'
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on the Carrington Mortgage
Loan Trust transactions.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Affirmations total $69.4 million and downgrades total $900,000.

Carrington Mortgage Loan Trust, series 2004-NC1

  -- $22.5 million class M-1 affirmed at 'AA';
  -- $12.2 million class M-2 affirmed at 'A'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 19.84%
  -- Realized Losses to date (% of Original Balance): 1.00%

Carrington Mortgage Loan Trust, series 2004-NC2

  -- $15.8 million class M-1 affirmed at 'AA';
  -- $13.6 million class M-2 affirmed at 'A';
  -- $3.7 million class M-3 affirmed at 'A-';
  -- $800,000 class M-4 affirmed at 'BBB+';
  -- $800,000 class M-5 affirmed at 'BBB';
  -- $900,000 class M-6 downgraded to 'BB' from 'BBB-'.

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 22.04%
  -- Realized Losses to date (% of Original Balance): 0.64%


CENTEX HOME: Fitch Cuts Ratings on $61.9 Million Certificates
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on Centex Home Equity
Loan Trust mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are now removed.  Affirmations total $1 billion and
downgrades total $61.9 million.

Centex Home Equity Loan Trust 2003-A

  -- $8.2 million class AF-4 affirmed at 'AAA';
  -- $6.1 million class AF-5 affirmed at 'AAA';
  -- $22.9 million class AF-6 affirmed at 'AAA';
  -- $30.8 million class M-1 affirmed at 'AA+';
  -- $9.6 million class M-2 affirmed at 'A+';
  -- $5.9 million class M-3 affirmed at 'A-';
  -- $2.3 million class B affirmed at 'BBB';

Deal Summary

  -- Originators: Centex Home Equity Company, LLC (100%)
  -- 60+ day Delinquency: 14.03%
  -- Realized Losses to date (% of Original Balance): 2.61%

Centex Home Equity Loan Trust 2003-B

  -- $9.9 million class AF-4 affirmed at 'AAA';
  -- $5.5 million class AF-5 affirmed at 'AAA';
  -- $26.5 million class AF-6 affirmed at 'AAA';
  -- $38.7 million class M-1 affirmed at 'AA+';
  -- $11.5 million class M-2 affirmed at 'A+';
  -- $7.1 million class M-3 affirmed at 'BBB+';
  -- $3.5 million class B affirmed at 'BBB';

Deal Summary

  -- Originators: Centex Home Equity Company, LLC (100%)
  -- 60+ day Delinquency: 15.87%
  -- Realized Losses to date (% of Original Balance): 2.66%

Centex Home Equity Loan Trust 2003-C

  -- $5.1 million class AF-4 affirmed at 'AAA';
  -- $10.6 million class AF-5 affirmed at 'AAA';
  -- $31.4 million class AF-6 affirmed at 'AAA';
  -- $57.4 million class M-1 affirmed at 'AA+';
  -- $16.9 million class M-2 affirmed at 'A+';
  -- $9.4 million class M-3 affirmed at 'A-';
  -- $4.3 million class B affirmed at 'BBB';

Deal Summary

  -- Originators: Centex Home Equity Company, LLC (100%)
  -- 60+ day Delinquency: 13.39%
  -- Realized Losses to date (% of Original Balance): 2.11%

Centex Home Equity Loan Trust 2004-A

  -- $10.5 million class AF-4 affirmed at 'AAA';
  -- $8.5 million class AF-5 affirmed at 'AAA';
  -- $36.3 million class AF-6 affirmed at 'AAA';
  -- $59.4 million class M-1 affirmed at 'AA';
  -- $27.4 million class M-2 affirmed at 'A+';
  -- $7.0 million class M-3 affirmed at 'A+';
  -- $5.3 million class M-4 affirmed at 'A';
  -- $5.3 million class M-5 affirmed at 'A-';
  -- $7.0 million class B affirmed at 'BBB';

Deal Summary

  -- Originators: Centex Home Equity Company, LLC (100%)
  -- 60+ day Delinquency: 13.58%
  -- Realized Losses to date (% of Original Balance): 1.61%

Centex Home Equity Loan Trust 2004-B

  -- $19.5 million class AF-5 affirmed at 'AAA';
  -- $26.0 million class AF-6 affirmed at 'AAA';
  -- $32.5 million class M-1 affirmed at 'AA+';
  -- $32.5 million class M-2 affirmed at 'AA';
  -- $15.0 million class M-3 affirmed at 'AA-';
  -- $14.7 million class M-4 affirmed at 'A+';
  -- $6.0 million class M-5 affirmed at 'A+';
  -- $5.3 million class M-6 affirmed at 'A';
  -- $6.2 million class M-7 downgraded to 'BBB' from 'A-';
  -- $7.0 million class B downgraded to 'BB' from 'BBB';

Deal Summary

  -- Originators: Centex Home Equity Company, LLC (100%)
  -- 60+ day Delinquency: 18.43%
  -- Realized Losses to date (% of Original Balance): 1.66%

Centex Home Equity Loan Trust 2004-C

  -- $19.6 million class AF-4 affirmed at 'AAA';
  -- $31.5 million class AF-5 affirmed at 'AAA';
  -- $28.4 million class AF-6 affirmed at 'AAA';
  -- $33.8 million class M-1 affirmed at 'AA+';
  -- $27.0 million class M-2 affirmed at 'AA';
  -- $18.5 million class M-3 affirmed at 'AA-';
  -- $11.1 million class M-4 affirmed at 'A+';
  -- $7.7 million class M-5 affirmed at 'A';
  -- $6.2 million class M-6 downgraded to 'BBB+' from 'A-';
  -- $6.2 million class M-7 downgraded to 'BBB' from 'BBB+';
  -- $6.9 million class B downgraded to 'BB' from 'BBB';

Deal Summary

  -- Originators: Centex Home Equity Company, LLC (100%)
  -- 60+ day Delinquency: 15.99%
  -- Realized Losses to date (% of Original Balance): 1.54%

Centex Home Equity Loan Trust 2004-D Group I

  -- $29.7 million class AF-3 affirmed at 'AAA';
  -- $26.0 million class AF-4 affirmed at 'AAA';
  -- $29.4 million class AF-5 affirmed at 'AAA';
  -- $26.8 million class AF-6 affirmed at 'AAA';
  -- $19.4 million class MF-1 affirmed at 'AA+';
  -- $14.6 million class MF-2 affirmed at 'AA-';
  -- $13.2 million class MF-3 affirmed at 'A+';
  -- $3.5 million class BF affirmed at 'A';

Deal Summary

  -- Originators: Centex Home Equity Company, LLC (100%)
  -- 60+ day Delinquency: 2.93%
  -- Realized Losses to date (% of Original Balance): 0.30%

Centex Home Equity Loan Trust 2004-D Group II & III

  -- $43.2 million class MV-1 affirmed at 'AA';
  -- $10.8 million class MV-2 affirmed at 'AA-';
  -- $8.4 million class MV-3 downgraded to 'A-' from 'A+';
  -- $8.1 million class MV-4 downgraded to 'BBB+' from 'A';
  -- $7.7 million class MV-5 downgraded to 'BBB-' from 'A-';
  -- $2.7 million class MV-6 downgraded to 'BB' from 'BBB+';
  -- $2.5 million class BV downgraded to 'BB' from 'BBB';

Deal Summary

  -- Originators: Centex Home Equity Company, LLC (100%)
  -- 60+ day Delinquency: 32.47%
  -- Realized Losses to date (% of Original Balance): 1.22%


CERES CAPITAL: U.S. Trustee Balks at Disclosure Statement
---------------------------------------------------------
The United States Trustee for Region 2 opposes Ceres Capital
Partners LLC's Disclosure Statement explaining its Prepackaged
Chapter 11 Plan of Liquidation.

The Trustee asserts that the Debtor's Disclosure Statement dated
March 25, 2008 is deficient and fails to meet the standards of
containing "adequate information" under Section 1125(a) of the
Bankruptcy Code.  The Prepackaged Plan and Disclosure Statement
have broad non-debtor release and injunction provisions, which
violates Section 524(e) of the Bankruptcy Code, U.S. Trustee
alleges.

The U.S. Trustee says the Disclosure Statement does not attempt to
explain why these provisions are justified.

According to the Disclosure Statement, General Unsecured
creditors, totaling $500,000, will receive "the lesser of $50,000,
or 50% of their allowed claims.  Holders of Senior Lender Secured
Claims, totaling $41,180,513, will expect to get a 25% recovery.

XL Capital Finance (Europe) PLC's Claims totaling $13,000,000 plus
accrued interest, fees and expenses, and Equity Interests will be
canceled.  XL Capital is a holder of 12-1/2% senior subordinated
note due Jan. 31, 2013.

A full-text copy of Ceres' Disclosure Statement is available for
free at http://ResearchArchives.com/t/s?2b47

A full-text copy of Ceres' Chapter 11 Plan of Liquidation is
available for free at http://ResearchArchives.com/t/s?2b48

The Trustee asked the Court to deny approval of the Disclosure
Statement.  A hearing is set on May 22, 2008, at 10:00 a.m., to
consider approval of the Trustee's request.

                       About Ceres Capital

Headquartered in New York, New York, Ceres Capital Partners, LLC
manage commercial paper conduits, structured investment vehicles
and other structured finance issuers.  The company filed for
Chapter 11 protection on April 17, 2008 (Bankr. S.D.N.Y. Case
No.08-11390).  Brian W. Harvey, Esq., and Emanuel C. Grillo, Esq.,
at Goodwin Procter LLP, represent the Debtor.  When it filed for
protection against its creditors, it listed assets between
$1,000,001 to $10 million and debts betwee $50,00,001 to $100
million.


CFM US: Judge Carey Approves Proposed Sale Bidding Procedures
-------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware approved the proposed bidding procedures
for the sale of substantially all of the assets of CFM U.S.
Corporation and CFM Majestic U.S. Holdings Inc., subject to higher
and better offers.

To participate in the public auction, all qualified bids must
be delivered by May 23, 2008.  A "good faith deposit" equal to 10%
of the proposed purchase price is required.  The auction will be
on June 27, 2008.  During the auction, succeeding bids will be
made in $250,000 increments.

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

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

The Committee has retained Trenwith Securities LLC, an affiliate
bank of BDO Seidman LLP, to provide investment banking advice on
the sale process.  BDO represents the Committee as financial
advisor.

A sale hearing is set on June 30, 2008, at 1:30 p.m.  Objections,
if any, are due June 27, 2008.

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

                          About CFM

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for Chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No.08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditor in these cases.  The Committee Selected Winston & Strawn
LLP and Cole, Schotz, Meisel, Forman & Leonard, P.A., as its
proposed counsel.  When the Debtors filed for protection against
their creditors, they listed assets between $50 million to
$100 million and debts between $100 million to $500 million.


CHERRY CREEK: Moody's Cuts Ratings on $195 Mil. Notes to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
of notes issued by Cherry Creek CDO I, Ltd., and left on review
for possible downgrade the rating of one class of notes.  The
notes affected by this rating action are:

Class Description: $195,000,000 Class A1S Senior Floating Rate
Notes Due May 2046

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

Class Description: $34,000,000 Class A1J Senior Floating Rate
Notes Due May 2046

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

Class Description: $25,000,000 Class A2 Senior Floating Rate Notes
Due May 2046

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

Class Description: $16,000,000 Class A3 Deferrable Floating Rate
Notes Due May 2046

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

Class Description: $16,000,000 Class B Deferrable Floating Rate
Notes Due May 2046

  -- Prior Rating: Caa2, 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 15, 2008, of an event of default caused by
a failure of the Class A Senior Overcollateralization Ratio to be
greater than or equal to 90 per cent, as described in Section
5.01(h) of the Indenture dated July 14, 2006.

Cherry Creek CDO I, Ltd. is a collateralized debt obligation
backed primarily 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 downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the
default event.  Because of this uncertainty, the rating assigned
to Class A1S Notes remains on review for possible further action.


CINCINNATI BELL: Names Jakki Haussler, Lynn Wentworth to Board
--------------------------------------------------------------
Cincinnati Bell Inc. elected Jakki L. Haussler and Lynn A.
Wentworth as directors of the company, effective immediately.

Ms. Haussler is chairman and chief executive officer of Opus
Capital Group, a Cincinnati-based registered investment advisory
firm specializing in small capitalization value equity management.
She is also a partner in Adena Ventures LP, a company providing
capital and expertise to businesses in central Appalachia, and is
a partner/managing director in Capvest Venture Fund LP, a venture
capital fund licensed as a small business investment company.

Previously, Ms. Haussler served as the managing director of
investment banking for a regional investment banking firm and as a
manager for Blue Chip Venture Company, both located in Cincinnati.

A graduate of the University of Cincinnati, Ms. Haussler earned a
bachelor's degree in accounting and went on to receive her law
degree from the Salmon P. Chase College of Law at Northern
Kentucky University.  She serves on the board and is chairman of
the investment committee of The Victory Funds mutual fund complex;
sits on the investment committees of the University of Cincinnati
Foundation and the Northern Kentucky University Foundation; and
serves on the Richard Farmer board of visitors at Miami
University.

Ms. Haussler received the 2007 Professional Achievement Award from
the Chase College of Law and was named the YWCA Career Woman of
Achievement in 2005.  Ms. Haussler is a certified public
accountant, inactive, and a licensed attorney in the state of
Ohio.

Ms. Wentworth, most recently served as senior vice president,
chief financial officer, and treasurer of BlueLinx Holdings Inc.,
a distributor of building products in North America with
headquarters in Atlanta.  Prior to joining BlueLinx, she was vice
president and chief financial officer for BellSouth Corporation's
Communications Group.  After joining BellSouth in 1985,
Ms. Wentworth progressed through a variety of assignments with
increasing responsibility, including tax, strategic planning,
investor relations, financial planning, and treasury.

Ms. Wentworth earned a bachelor's degree in business
administration from Babson College in Wellesley, Massachusetts, a
master's degree in taxation from Bentley College in Waltham,
Mass., and a master's in business administration from Georgia
State University.

She is a certified public accountant and a member of the American
Institute of Certified Public Accountants and the Georgia Society
of Certified Public Accountants.  Ms. Wentworth serves on the
board of the Community Foundation of Greater Atlanta, where she
chairs the investment committee, and on the board of visitors at
Emory University.

                      About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated   
communications solutionsincluding local, long distance, data,
Internet, and wireless services.  In addition, the company
provides office communications systems as well as complex
information technology solutions including data center and managed
services to businesses ranging in size from start-up companies to
large enterprises.

Cincinnati Bell conducts its operations through three business
segments: Wireline, Wireless, and Technology Solutions.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.020 billion in total assets and $2.687 billion in total
liabilities, resulting in $667.6 million in total stockholders'
deficit.


CLEAR CHANNEL: Further Extends Offers' Expiration Date to May 2
---------------------------------------------------------------
In connection with Clear Channel Communications, Inc.'s previously
announced tender offer for its outstanding 7.65% Senior Notes due
2010 (CUSIP No. 184502AK8) and Clear Channel's subsidiary AMFM
Operating Inc.'s previously announced tender offer for its
outstanding 8% Senior Notes due 2008 (CUSIP No. 158916AL0), Clear
Channel disclosed that it has extended the date on which the
tender offers are scheduled to expire from 8:00 a.m. New York City
time on April 25, 2008 to 8:00 a.m. New York City time on May 2,
2008 and the consent payment deadline for the Notes from 8:00 a.m.
New York City time on April 25, 2008 to 8:00 a.m. New York City
time on May 2, 2008.

The Offer Expiration Date and the Consent Payment Deadline are
subject to extension by Clear Channel, with respect to the CCU
Notes, and AMFM, with respect to the AMFM Notes, in their sole
discretion.

The completion of the tender offers and consent solicitations for
the Notes is conditioned upon the satisfaction or waiver of all of
the conditions precedent to the Agreement and Plan of Merger by
and among Clear Channel, CC Media Holdings, Inc., B Triple Crown
Finco, LLC, T Triple Crown Finco, LLC and BT Triple Crown Merger
Co., Inc., dated November 16, 2006, as amended by Amendment No. 1,
dated April 18, 2007, and Amendment No. 2, dated May 17, 2007 and
the closing of the merger contemplated by the Merger Agreement.
The closing of the Merger has not occurred.

On March 26, 2008, Clear Channel, joined by CC Media Holdings,
Inc., filed a lawsuit in the Texas State Court in Bexar County,
Texas, against Citigroup, Deutsche Bank, Morgan Stanley, Credit
Suisse, The Royal Bank of Scotland, and Wachovia, the banks who
had committed to provide the debt financing for the Merger.

Clear Channel intends to complete the tender offers and consent
solicitations for the CCU Notes, and AMFM intends to complete the
tender offers and consent solicitations for the AMFM Notes, upon
consummation of the Merger.

Clear Channel previously announced on Jan. 2, 2008 that it had
received, pursuant to its previously announced tender offer and
consent solicitation for the CCU Notes, the requisite consents to
adopt the proposed amendments to the CCU Notes and the indenture
governing the CCU Notes applicable to the CCU Notes, and that AMFM
had received, pursuant to its previously announced tender offer
and consent solicitation for the AMFM Notes, the requisite
consents to adopt the proposed amendments to the AMFM Notes and
the indenture governing the AMFM Notes.

As of April 23 date, approximately 95 percent of the AMFM Notes
have been validly tendered and not withdrawn and approximately 99
percent of the CCU Notes have been validly tendered and not
withdrawn. The Clear Channel tender offer and consent solicitation
is being made pursuant to the terms and conditions set forth in
the Clear Channel Offer to Purchase and Consent Solicitation
Statement for the CCU Notes dated Dec. 17, 2007, and the related
Letter of Transmittal and Consent. The AMFM tender offer and
consent solicitation is being made pursuant to the terms and
conditions set forth in the AMFM Offer to Purchase and Consent
Solicitation Statement for the AMFM Notes dated Dec. 17, 2007, and
the related Letter of Transmittal and Consent. Further details
about the terms and conditions of the tender offers and consent
solicitations are set forth in the Offers to Purchase and the
related documents.

Clear Channel has retained Citi to act as the lead dealer manager
for the tender offers and lead solicitation agent for the consent
solicitations and Deutsche Bank Securities Inc. and Morgan Stanley
& Co. Incorporated to act as co-dealer managers for the tender
offers and co-solicitation agents for the consent solicitations.
Global Bondholder Services Corporation is the Information Agent
for the tender offers and the consent solicitations. Questions
regarding the tender offers should be directed to Citi at (800)
558-3745 (toll-free) or (212) 723-6106 (collect). Requests for
documentation should be directed to Global Bondholder Services
Corporation at (212) 430-3774 (for banks and brokers only) or
(866) 924-2200 (for all others toll-free).

                      About Clear Channel

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

                          *     *     *

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

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

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


CLIFTON MILL: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Clifton Mill Lofts, LLC
        fdba
        Habersham Mill, LLC
        5299 Clifton Glendale Road
        Spartanburg, SC 29307
        
Bankruptcy Case No.: 08-02006

Type of Business: Clifton Mill Lofts LLC provides moving and
                  storage services. The company was incorporated
                  in 2003.

Chapter 11 Petition Date: April 4, 2008

Court: District of South Carolina (Spartanburg)

Judge: Chief Judge John E. Waites

Debtor's Counsel: Jane H. Downey, Esq.
                   P.O. Box 11874
                   Columbia, SC 29211
                   Phone: (803) 929-0030
                   Fax : (803) 929-0050
                   E-mail: jdowney@downeylaw.com

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

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

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ron Schwarz                    Loans from member       $328,908
3425 Lori Lane
Doraville, GA 30340

David Sawyer                   Loans from member        149,551
5299 Clifton Glendale Road
Spartanburg, SC 29307

Washington Mutual              Credit Line               59,289
3200 SW Freeway
Houston, TX 77027

Spartanburg Tax Collector      2006 & 2007               18,851
                               Property taxes

General Casualty Insurance     Past Premiums              3,107

Lawrence Flynn, Esq.           Attorney's Fees            1,740

Meck Law Firm PC               Legal Services             1,148

Duke Energy                    Past utility                 760

Spartanburg Water System       Past utility Service         463
Home Depot                     Credit Card Bills            403

Lowes Business Account         Credit Card                  144

Charter Communications         Utility                      139

Champion Communications        Phone service                 45


COMPUTER NETWORKS: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Computer Networks & Software, Inc.
        7405 Alban Station Center
        Suite B-215
        Springfield, VA 22150

Bankruptcy Case No.: 08-11958

Type of Business: The company offers information technology
                  services and products to corporations and
                  government agencies.  Its services include a
                  variety of network and software solutions and
                  professional services.  CNS offers full-life
                  cycle information system services including
                  Network Design and Development, International
                  Circuit Provisioning, Software Application
                  Design and Development, Systems Integration and
                  Testing, Information System Engineering, Imaging
                  Systems and Document Management, Web Based
                  Software Development, and Professional Staffing
                  Services.  See: http://www.cnsw.com/

Chapter 11 Petition Date: April 14, 2008

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

U.S. Trustee: W. Clarkson McDow, Jr.
              Office of the U.S. Trustee
              115 South Union Street
              Alexandria, VA 22314
              
Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  700 South Washington Street Ste 216
                  Alexandria, VA 22314
                  Phone: (703)549-5010
                  Fax: 703-549-5011
                  E-mail: tgorman@tbgrlaw.com

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

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

Debtor's 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Technical Talent Locators                               $39,375
5570 Sterett Place
columbia, MD 21044

Nationwide Financial                                     37,800
10111 M.L. King Hwy.
Suite 109
Bowie, MD 20720

United Bankard Center                                    31,554
514 Market Street
Parkersburg, WV 26101

Virginia Employment                                      14,179

William Hoeflinger                                       13,612

Pieter Boorsma                                          12,5278

PS Business Parks, LP                                     8,581

PMEI-Consultant                                           4,810

Staples Credit Plan                                       4,794

Perpetro Technologies, Inc.                               9,698


COREL CORP: Reports $18M Stockholders' Deficit, Lower Net Loss
--------------------------------------------------------------
Corel Corporation reported financial results for its first quarter
ended Feb. 29, 2008.

Generally Accepted Accounting or GAAP net loss in the first
quarter of fiscal 2008 was $30,000 compared to GAAP net loss of
$11.9 million in the first quarter of fiscal 2007.

Non-GAAP adjusted net income for the first quarter of fiscal 2008
was $6.7 million compared to non-GAAP adjusted net income for the
first quarter of fiscal 2007 of $2.7 million.

At Feb. 29, 2008, the company's showed $255.9 million in total
assets and $273.6 million in total liabilities, resulting in a
$17.7 million total stockholders' deficit.

                 Liquidity and Capital Resources

As of Feb. 29, 2008, its principal sources of liquidity are cash
and cash equivalents of $28.8 million and trade accounts
receivable of $29.8 million.  As a part of its senior credit
facility, the company also entered into a five-year $75 million
revolving line of credit facility, of which $75 million is unused
as at Feb. 29, 2008.
     
Cash provided by operations decreased by $12.1 million to
$6.4 million for the three months ended Feb. 28, 2008, compared to
$18.4 million for the three months ended Feb. 28, 2007.  The
decrease is due to the receipt of cash for royalty revenues in
advance of its related obligation in the first quarter of fiscal
2007.
     
Cash used in financing activities was $0.7 million for the three
months ended Feb. 29, 2008, compared to the cash provided by
financing activities of $91.9 million for the three month period
ended Feb. 28, 2007.  In the first quarter of fiscal 2008, it made
$0.8 million of payments against its long-term debt and its
capital lease obligations.  In the first quarter of fiscal 2007,
the company obtained a $70 million term loan and used $23 million
of its operating line of credit to finance its acquisition of
InterVideo.  We have since repaid the entire balance on the line
of credit.
     
Cash used in investing activities was $1.4 million in the three
months ended Feb. 29, 2008, a significant decrease from the cash
used of $120.5 million in the three months ended Feb. 28, 2007.

The cash outlay in the first quarter of fiscal 2008 was for the
purchase of long-lived assets relating mostly to technology
licenses, and significant investment in computer hardware.  The
cash outlay in the first quarter of 2007 reflects the purchase of
InterVideo on Dec. 12, 2006, and the remaining interest in Ulead
on Dec. 28, 2006, for an aggregate of $120.4 million.

                     About Corel Corporation

Corel Corp. (NASDAQ: CREL)(TSX: CRE) -- http://www.corel.com/--    
is a developer of graphics,  productivity and digital media  
software with more than 100 million users worldwide.  The  
company's product portfolio includes some of CorelDRAW(R) Graphics  
Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM),  
Corel DESIGNER(R), Corel(R) WordPerfect(R) Office, WinZip)R),  
WinDVD(R) and iGrafx(R).

Corel's products are sold in more than 75 countries through a  
network of international resellers, retailers, original equipment  
manufacturers, online providers and Corel's global websites.  The  
company's headquarters are located in Ottawa, Canada with major  
offices in the United States, United Kingdom, Germany, China,  
Taiwan and Japan.  


COUNTRYWIDE FINANCIAL: Reports $893MM Net Loss in First Qtr.
------------------------------------------------------------
Countrywide Financial Corporation reported a net loss of
$893 million for the first quarter ended March 31, 2008, which
compares to net income of $434 million for the first quarter of
2007.

During the first quarter of 2008, operating results benefited from
profitability in the company's Loan Production sector, from its
investment in mortgage servicing rights, and from its Balboa Life
& Casualty insurance business.  

However, these results were more than offset by materially higher
credit-related costs during the quarter.  Increased credit-related
charges were driven by increased levels of mortgage delinquencies,
defaults and loss severities, well as downward revisions in
expectations of home prices relative to prior quarters.

Pre-tax earnings in the Loan Production sector were $232 million
in the first quarter, compared to a pre-tax loss of $507 million
in the prior quarter and pre-tax earnings of $171 million in the
first quarter of 2007.

A federal investigation of Countrywide is bringing up proofs that
the company's sales executives intentionally overlooked made up
income figures for many borrowers, Glenn R. Simpson and James R.
Hagerty of Wall Steet Journal relates.

According to WSJ citing investigators and former employees of
Countrywide, the Fast and Easy mortgage program which require
little or no documentation of the borrowers' finances to
substantiate their claimed earnings, have caused problems to the
company.  

The lenient method of processing loans left the program prone to
abuse by Countrywide loan officers and outside mortgage brokers
who were seeking loans for customers, WSJ relates.

WSJ notes that the quarterly financial results, which included
$3.05 billion of credit-related charges, did not provide details
about the performance of the company's "no-doc" loans, including
the Fast and Easy ones.  

WSJ says that late payments increased across the board: about 36%
of "subprime" loans to people with weak credit records were at
least 30 days overdue, up from 20% a year before.  For all loans
serviced by Countrywide, a category mostly made up of prime loans,
the delinquency rate was 9.3%, nearly double the year-earlier
4.9%, WSJ states.

                       Dividend Declaration

Countrywide's board of directors declared a dividend of $1,812.50
per share on its Series B preferred stock.  The preferred stock
dividend is payable on May 15, 2008.  Countrywide's board of
directors also declared a $0.15 dividend on its common shares
despite its quarterly loss and the challenging market conditions.
The common stock dividend is payable on June 2, 2008, to
shareholders of record on May 14, 2008.

At March 31, 2008, the company's balance sheet showed total assets
of $199.017 billion, total liabilities of $185.862 billion and
total shareholders' equity of $13.155 billion

                  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.


COUNTRYWIDE MORTGAGE: Fitch Cuts Ratings on $247MM Certificates
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Countrywide
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $2 billion and downgrades total
$247.3 million.

CWABS 2003-BC3

  -- $9.5 million class A-2 affirmed at 'AAA';
  -- $22.8 million class M-1 downgraded to 'BB+' from 'A';
  -- $1.2 million class M-2 downgraded to 'B' from 'BBB+';
  -- $1.2 million class M-3 downgraded to 'C/DR5' from 'BB+';
  -- $0.5 million class M-4 downgraded to 'C/DR6' from 'B';
  -- $0.1 million class M-5 downgraded to 'C/DR6' from 'B';
  -- $0.1 million class M-6 downgraded to 'C/DR6' from 'B'.

Deal Summary

  -- Originators: Various
  -- 60+ day Delinquency: 26.73%
  -- Realized Losses to date (% of Original Balance): 1.98%

CWABS 2003-BC4

  -- $41.8 million class M-1 affirmed at 'AA';
  -- $12.0 million class M-2 affirmed at 'AA-';
  -- $3.3 million class M-3 affirmed at 'A';
  -- $2.4 million class M-4 downgraded to 'BB+' from 'BBB';
  -- $1.9 million class M-5 downgraded to 'B' from 'BB+';
  -- $1.2 million class M-6 downgraded to 'C/DR4' from 'B';
  -- $0.1 million class B downgraded to 'C/DR5' from 'B'.

Deal Summary

  -- Originators: Various
  -- 60+ day Delinquency: 18.01%
  -- Realized Losses to date (% of Original Balance): 1.03%

CWABS 2003-BC5

  -- $7.3 million class 1-A affirmed at 'AAA';
  -- $19.3 million class 2-A-2 affirmed at 'AAA';
  -- $14.1 million class M-1 affirmed at 'AA';
  -- $0.8 million class M-2 affirmed at 'A+';
  -- $0.9 million class M-3 affirmed at 'A';
  -- $1.6 million class M-4 affirmed at 'BBB';
  -- $0.3 million class M-5 downgraded to 'BB-' from 'BBB-';
  -- $0.6 million class M-6 downgraded to 'CCC/DR1' from 'B'.

Deal Summary

  -- Originators: Various
  -- 60+ day Delinquency: 16.06%
  -- Realized Losses to date (% of Original Balance): 1.12%

CWABS 2003-BC6

  -- $22.6 million class M-1 affirmed at 'AA';
  -- $13.8 million class M-2 affirmed at 'A+';
  -- $1.4 million class M-3 affirmed at 'A';
  -- $1.5 million class M-4 affirmed at 'A-';
  -- $1.6 million class M-5 downgraded to 'B' from 'BB+';
  -- $1.1 million class B remains at 'CC/DR4'.

Deal Summary

  -- Originators: Various
  -- 60+ day Delinquency: 12.35%
  -- Realized Losses to date (% of Original Balance): 1.21%

CWABS 2003-5 Group 1

  -- $66.1 million class AF-5 affirmed at 'AAA';
  -- $156.1 million class AF-6 affirmed at 'AAA';
  -- $71.0 million class MF-1 affirmed at 'AAA';
  -- $32.4 million class MF-2 affirmed at 'AA-';
  -- $9.5 million class MF-3 affirmed at 'A+';
  -- $9.5 million class MF-4 affirmed at 'A+';
  -- $7.6 million class MF-5 affirmed at 'A';
  -- $7.6 million class BF affirmed at 'A-'.

Deal Summary

  -- Originators: Countrywide
  -- 60+ day Delinquency: 6.79%
  -- Realized Losses to date (% of Original Balance): 0.52%

CWABS 2003-5 Group 2

  -- $4.5 million class MV-1 affirmed at 'AA+';
  -- $79.8 million class MV-2 downgraded to 'BBB+' from 'A+';
  -- $3.8 million class MV-3 downgraded to 'BBB-' from 'A';
  -- $2.7 million class MV-4 downgraded to 'BB' from 'BBB';
  -- $1.9 million class MV-5 downgraded to 'BB-' from 'BBB-';
  -- $0.1 million class BV downgraded to 'BB-' from 'BBB-'.

Deal Summary

  -- Originators: Countrywide
  -- 60+ day Delinquency: 40.99%
  -- Realized Losses to date (% of Original Balance): 1.55%

CWABS 2004-BC4

  -- $0.2 million class 1-A-1 affirmed at 'AAA';
  -- $0.0 million class 1-A-2 affirmed at 'AAA';
  -- $9.4 million class 2-A-3 affirmed at 'AAA';
  -- $45.5 million class M-1 affirmed at 'AA+';
  -- $22.5 million class M-2 affirmed at 'AA';
  -- $11.5 million class M-3 affirmed at 'AA-';
  -- $12.0 million class M-4 affirmed at 'A+';
  -- $11.5 million class M-5 affirmed at 'A';
  -- $10.0 million class M-6 downgraded to 'BBB+' from 'A-';
  -- $12.5 million class M-7 downgraded to 'BBB-' from 'BBB+';
  -- $7.5 million class M-8 downgraded to 'BB' from 'BBB';
  -- $7.0 million class B downgraded to 'BB-' from 'BBB-'.

Deal Summary

  -- Originators: Various
  -- 60+ day Delinquency: 18.59%
  -- Realized Losses to date (% of Original Balance): 0.61%

CWABS 2004-1

  -- $47.9 million class 1-A affirmed at 'AAA';
  -- $1.8 million class 2-A affirmed at 'AAA';
  -- $2.1 million class 3-A affirmed at 'AAA';
  -- $104.3 million class M-1 affirmed at 'AA+';
  -- $88.3 million class M-2 affirmed at 'AA';
  -- $56.2 million class M-3 affirmed at 'AA-';
  -- $48.2 million class M-4 affirmed at 'A+';
  -- $32.6 million class M-5 affirmed at 'A+';
  -- $13.3 million class M-6 affirmed at 'A';
  -- $11.1 million class M-7 affirmed at 'A-';
  -- $11.1 million class M-8 affirmed at 'BBB';
  -- $11.3 million class M-9 affirmed at 'BBB-';
  -- $4.7 million class B affirmed at 'BB+'.

Deal Summary

  -- Originators: Countrywide
  -- 60+ day Delinquency: 14.92%
  -- Realized Losses to date (% of Original Balance): 1.04%

CWABS 2004-5

  -- $149.6 million class 1-A affirmed at 'AAA';
  -- $92.5 million class 2-A affirmed at 'AAA';
  -- $30.4 million class 3-A affirmed at 'AAA';
  -- $13.3 million class 4-A-3 affirmed at 'AAA';
  -- $33.5 million class 4-A-4 affirmed at 'AAA';
  -- $12.8 million class A affirmed at 'AAA';
  -- $129.0 million class M-1 affirmed at 'AA+';
  -- $86.0 million class M-2 affirmed at 'AA';
  -- $52.3 million class M-3 affirmed at 'AA-';
  -- $25.6 million class M-4 affirmed at 'A+';
  -- $22.0 million class M-5 affirmed at 'A';
  -- $18.3 million class M-6 affirmed at 'A-';
  -- $22.0 million class M-7 downgraded to 'BBB' from 'BBB+';
  -- $19.7 million class B downgraded to 'BB' from 'BBB-'.

Deal Summary

  -- Originators: Countrywide
  -- 60+ day Delinquency: 19.51%
  -- Realized Losses to date (% of Original Balance): 1.11%

CWABS 2004-8

  -- $19.9 million class 1-A-1 affirmed at 'AAA';
  -- $25.2 million class 2-A-3 affirmed at 'AAA';
  -- $33.0 million class M-1 affirmed at 'AA+';
  -- $16.5 million class M-2 affirmed at 'AA';
  -- $8.6 million class M-3 affirmed at 'AA-';
  -- $9.0 million class M-4 downgraded to 'A-' from 'A+';
  -- $7.6 million class M-5 downgraded to 'BBB+' from 'A';
  -- $3.0 million class M-6 downgraded to 'BBB-' from 'A-';
  -- $3.1 million class M-7 downgraded to 'BB+' from 'BBB+';
  -- $2.7 million class M-8 downgraded to 'BB' from 'BBB';
  -- $2.0 million class B downgraded to 'BB-' from 'BBB-'.

Deal Summary

  -- Originators: Countrywide
  -- 60+ day Delinquency: 28.68%
  -- Realized Losses to date (% of Original Balance): 0.69%

CWABS 2004-11

  -- $57.1 million class A-3 affirmed at 'AAA';
  -- $37.1 million class M-1 affirmed at 'AA+';
  -- $18.8 million class M-2 affirmed at 'AA';
  -- $9.4 million class M-3 affirmed at 'AA-';
  -- $9.4 million class M-4 affirmed at 'A+';
  -- $4.2 million class M-5 downgraded to 'BBB+' from 'A';
  -- $4.0 million class M-6 downgraded to 'BBB' from 'A-';
  -- $4.0 million class M-7 downgraded to 'BB+' from 'BBB+';
  -- $4.0 million class M-8 downgraded to 'BB' from 'BBB';
  -- $2.5 million class B downgraded to 'B' from 'BB'.

Deal Summary

  -- Originators: Countrywide
  -- 60+ day Delinquency: 28.76%
  -- Realized Losses to date (% of Original Balance): 1.22%


CSFB HOME: Fitch Downgrades Ratings on $667.9M Certificates
-----------------------------------------------------------
Fitch Ratings has taken rating actions on CSFB Home Equity Asset
Trust mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are removed.  Affirmations total $731.8 million and
downgrades total $667.9 million.  Additionally, $36.9 million was
placed on Rating Watch Negative.

CSFB HEAT 2003-1

  -- $28.2 million class M-1 downgraded to 'AA-' from 'AA';
  -- $4.4 million class M-2 downgraded to 'BBB+' from 'A+';
  -- $1.4 million class M-3 downgraded to 'BBB-' from 'BBB';
  -- $3.5 million class B-1 downgraded to 'C/DR4' from 'CCC/DR1';
  -- $1.4 million class B-2 downgraded to 'C/DR6' from 'CC/DR4';
  -- $0.0 million class B-3 remains at 'C/DR6'.

Deal Summary

  -- 60+ day Delinquency: 26.19%
  -- Realized Losses to date (% of Original Balance): 2.40%

CSFB HEAT 2003-2

  -- $26.2 million class M-1 downgraded to 'AA-' from 'AA';
  -- $3.2 million class M-2 downgraded to 'BB+' from 'BBB';
  -- $1.4 million class M-3 affirmed at 'B';
  -- $2.9 million class B-1 downgraded to 'C/DR5' from 'CCC/DR1';
  -- $0.0 million class B-2 remains at 'C/DR6'.

Deal Summary

  -- Originators: Meritage (18.56%), First NLC (18.08%), Aames
     (15.83%), Provident (11.49%), Aegis (10.85%), MILA (10.53%)

  -- 60+ day Delinquency: 31.69%

  -- Realized Losses to date (% of Original Balance): 3.13%

CSFB HEAT 2003-3

  -- $33.2 million class M-1 affirmed at 'AA';
  -- $4.7 million class M-2 downgraded to 'BB' from 'A-';
  -- $1.2 million class M-3 downgraded to 'B' from 'BB+';
  -- $2.5 million class B-1 downgraded to 'C/DR4' from 'CC/DR3';
  -- $0.5 million class B-2 revised to 'C/DR6' from C/DR5';
  -- $0.0 million class B-3 remains at 'C/DR6'.

Deal Summary

  -- Originators: Decision One (18%), First NLC (18%), Accredited
     (17%), Aames (15.50%), Meritage (10.25%)

  -- 60+ day Delinquency: 23.63%

  -- Realized Losses to date (% of Original Balance): 2.25%

CSFB HEAT 2003-4

  -- $39.2 million class M-1 affirmed at 'AA';
  -- $37.7 million class M-2 downgraded to 'BBB+' from 'A';
  -- $3.0 million class M-3 downgraded to 'BBB' from 'A-';
  -- $6.4 million class B-1 downgraded to 'B' from 'BB+';
  -- $3.9 million class B-2 downgraded to 'C/DR5' from 'CC/DR3';
  -- $1.1 million class B-3 revised to 'C/DR6' from C/DR5';

Deal Summary

  -- Originators: Fremont (36.48%), Aames (16.59%), Meritage
     (12.78%), First NLC (12.11%)

  -- 60+ day Delinquency: 27.69%

  -- Realized Losses to date (% of Original Balance): 1.62%

CSFB HEAT 2003-5

  -- $5.4 million class A-1 affirmed at 'AAA';
  -- $3.0 million class A-2 affirmed at 'AAA';
  -- Notional Amount class A-IO-1 affirmed at 'AAA';
  -- $30.4 million class M-1 downgraded to 'AA-' from 'AA';
  -- $4.2 million class M-2 downgraded to 'BBB+' from 'A-';
  -- $1.5 million class M-3 affirmed at 'BB+';
  -- $3.1 million class B-1 downgraded to 'CC/DR3' from 'CCC/DR1';
  -- $2.0 million class B-2 revised to 'C/DR6' from C/DR4';
  -- $0.0 million class B-3 remains at 'C/DR6'.

Deal Summary

  -- Originators: Meritage (23%), First NLC (20%), MILA (19%),
     Decision One (17%),

  -- 60+ day Delinquency: 25.89%

  -- Realized Losses to date (% of Original Balance): 2.70%

CSFB HEAT 2003-6

  -- $36.9 million class M-1 rated 'AA-', placed on Rating Watch
     Negative;

  -- $23.1 million class M-2 downgraded to 'B' from 'A';

  -- $2.2 million class M-3 downgraded to 'C/DR4' from 'A-';

  -- $4.0 million class B-1 downgraded to 'C/DR4' from 'B';

  -- $1.1 million class B-2 downgraded to 'C/DR6' from 'CC/DR3';

  -- $0.0 million class B-3 remains at 'C/DR6'.

Deal Summary

  -- Originators: Aegis (18%), First NLC (13%), Decision One
     (13%), Meritage (12%), Aames (11%)

  -- 60+ day Delinquency: 31.74%

  -- Realized Losses to date (% of Original Balance): 3.12%

CSFB HEAT 2003-7

  -- $0.4 million class A-2 affirmed at 'AAA';
  -- $60.0 million class M-1 affirmed at 'AA';
  -- $24.5 million class M-2 affirmed at 'A';
  -- $2.1 million class M-3 affirmed at 'BB+';
  -- $5.0 million class B-1 affirmed at 'B';
  -- $4.9 million class B-2 downgraded to 'CC/DR4' from 'B-/DR1';
  -- $1.9 million class B-3 downgraded to 'C/DR6' from 'CC/DR2';

Deal Summary

  -- Originators: Aames (15%), MMC (15%), PCHL (11%),
     Fieldstone (8%)

  -- 60+ day Delinquency: 24.63%

  -- Realized Losses to date (% of Original Balance): 2.07%

CSFB HEAT 2003-8

  -- $23.3 million class M-1 affirmed at 'AA';
  -- $17.4 million class M-2 affirmed at 'A';
  -- $1.6 million class M-3 affirmed at 'A-';
  -- $2.1 million class B-1 downgraded to 'BB+' from 'BBB+';
  -- $1.6 million class B-2 downgraded to 'B' from 'BB+';
  -- $1.4 million class B-3 downgraded to 'CC/DR3' from 'B';

Deal Summary

  -- Originators: Meritage (17%), People's Choice (16%), Aames
     (13%), Decision One (13%)

  -- 60+ day Delinquency: 22.17%

  -- Realized Losses to date (% of Original Balance): 1.42%

CSFB HEAT 2004-1

  -- $42.9 million class M-1 affirmed at 'AA';
  -- $35.0 million class M-2 downgraded to 'BBB' from 'A';
  -- $1.9 million class M-3 downgraded to 'BBB' from 'A';
  -- $2.9 million class B-1 downgraded to 'B+' from 'BB+';
  -- $2.6 million class B-2 affirmed at 'B';
  -- $3.4 million class B-3 downgraded to 'C/DR5' from 'CC/DR2';

Deal Summary

  -- Originators: Meritage (15.6%), Decision One (15.3%),
     Accredited (14.5%), Aames (12.6%), People's Choice (11.7%)

  -- 60+ day Delinquency: 30.55%

  -- Realized Losses to date (% of Original Balance): 1.92%

CSFB HEAT 2004-2

  -- $33.4 million class M-1 affirmed at 'AA';
  -- $40.3 million class M-2 downgraded to 'BBB+' from 'A';
  -- $2.1 million class M-3 downgraded to 'BBB' from 'A';
  -- $2.9 million class B-1 downgraded to 'BB+' from 'BBB+';
  -- $2.7 million class B-2 downgraded to 'C/DR5' from 'BB+';
  -- $3.2 million class B-3 downgraded to 'C/DR6' from 'CC/DR2';

Deal Summary

  -- Originators: Accredited (18.19%), Aames (17.72%), Meritage
     (14.32%), Decision One (12.37%)

  -- 60+ day Delinquency: 28.23%

  -- Realized Losses to date (% of Original Balance): 1.65%

CSFB HEAT 2004-3

  -- $23.5 million class M-1 affirmed at 'AA';
  -- $35.0 million class M-2 downgraded to 'BBB' from 'A';
  -- $6.2 million class M-3 downgraded to 'B' from 'BBB+';
  -- $3.3 million class B-1 downgraded to 'C/DR5' from 'BB+';
  -- $1.7 million class B-2 downgraded to 'C/DR6' from 'BB';
  -- $1.4 million class B-3 downgraded to 'C/DR6' from 'B';

Deal Summary

  -- Originators: Decision One (17.6%), Fremont (17%), Meritage
     (11.7%)

  -- 60+ day Delinquency: 29.64%

  -- Realized Losses to date (% of Original Balance): 1.58%

CSFB HEAT 2004-4

  -- $3.6 million class A-1 affirmed at 'AAA';
  -- Notional Amount class A-IO-1 affirmed at 'AAA';
  -- $35.8 million class M-1 affirmed at 'AA+';
  -- $27.5 million class M-2 affirmed at 'AA';
  -- $22.0 million class M-3 downgraded to 'A+' from 'AA-';
  -- $16.5 million class M-4 downgraded to 'A-' from 'A+';
  -- $19.2 million class M-5 downgraded to 'B' from 'A-';
  -- $7.6 million class M-6 downgraded to 'CCC/DR1' from 'BBB';
  -- $3.8 million class B-1 downgraded to 'CC/DR4' from 'BB+';
  -- $3.5 million class B-2 downgraded to 'C/DR5' from 'BB';
  -- $3.8 million class B-3 downgraded to 'C/DR5' from 'B';

Deal Summary

  -- Originators: Meritage (17.5%), Fremont (12.6%), Decision One
     (11.6%)

  -- 60+ day Delinquency: 31.76%

  -- Realized Losses to date (% of Original Balance): 1.89%

CSFB HEAT 2004-5

  -- $2.2 million class A-1 affirmed at 'AAA';
  -- $4.1 million class A-3 affirmed at 'AAA';
  -- Notional Amount class A-IO-1 affirmed at 'AAA';
  -- $24.8 million class M-1 affirmed at 'AA+';
  -- $26.8 million class M-2 affirmed at 'AA';
  -- $14.4 million class M-3 affirmed at 'AA-';
  -- $14.4 million class M-4 downgraded to 'A' from 'A+';
  -- $12.4 million class M-5 downgraded to 'BBB+' from 'A';
  -- $9.5 million class M-6 downgraded to 'BBB' from 'BBB+';
  -- $3.7 million class B-1 downgraded to 'BB' from 'BBB';
  -- $3.3 million class B-2 downgraded to 'B' from 'BB';
  -- $3.6 million class B-3 downgraded to 'C/DR5' from 'CCC/DR2';

Deal Summary

  -- Originators: Fremont (21.6%), Aames (16.9%), Decision One
     (11.8%)

  -- 60+ day Delinquency: 33.98%

  -- Realized Losses to date (% of Original Balance): 2.12%

CSFB HEAT 2004-6

  -- $7.6 million class A-1 affirmed at 'AAA';
  -- Notional Amount class A-IO-1 affirmed at 'AAA';
  -- $24.0 million class M-1 affirmed at 'AA+';
  -- $24.0 million class M-2 affirmed at 'AA';
  -- $16.0 million class M-3 affirmed at 'AA-';
  -- $14.0 million class M-4 downgraded to 'A-' from 'A+';
  -- $12.0 million class M-5 downgraded to 'BBB+' from 'A-';
  -- $12.0 million class M-6 downgraded to 'BBB-' from 'BBB+';
  -- $4.2 million class B-1 downgraded to 'BB-' from 'BBB-';
  -- $2.7 million class B-2 downgraded to 'B' from 'BB+';
  -- $2.8 million class B-3 downgraded to 'C/DR5' from 'BB';
  -- $2.1 million class B-4 downgraded to 'C/DR5' from 'B';

Deal Summary

  -- Originators: Equifirst (19%), Aames (15%), Meritage (11%),
     Decision One (11%)

  -- 60+ day Delinquency: 33.69%

  -- Realized Losses to date (% of Original Balance): 1.92%

CSFB HEAT 2004-7

  -- $10.1 million class A-1 affirmed at 'AAA';
  -- $2.5 million class A-2 affirmed at 'AAA';
  -- $0.1 million class A-3 affirmed at 'AAA';
  -- $0.0 million class A-5 affirmed at 'AAA';
  -- Notional Amount class A-IO-1 affirmed at 'AAA';
  -- $36.0 million class M-1 affirmed at 'AA+';
  -- $36.0 million class M-2 affirmed at 'AA+';
  -- $24.0 million class M-3 affirmed at 'AA';
  -- $18.0 million class M-4 affirmed at 'AA-';
  -- $18.0 million class M-5 downgraded to 'A' from 'A+';
  -- $21.0 million class M-6 downgraded to 'BBB+' from 'A-';
  -- $10.0 million class B-1 downgraded to 'BB+' from 'BBB+';
  -- $5.9 million class B-2 downgraded to 'B' from 'BBB-';
  -- $5.4 million class B-3 downgraded to 'CC/DR3' from 'BB';
  -- $3.2 million class B-4 downgraded to 'C/DR5' from 'B';

Deal Summary

  -- Originators: Equifirst (19%), Aames (18%), Decision One (14%)
  -- 60+ day Delinquency: 29.89%
  -- Realized Losses to date (% of Original Balance): 1.90%

CSFB HEAT 2004-8

  -- $22.5 million class M-1 affirmed at 'AA+';
  -- $32.0 million class M-2 affirmed at 'AA';
  -- $19.5 million class M-3 affirmed at 'AA-';
  -- $17.0 million class M-4 downgraded to 'A' from 'A+';
  -- $15.5 million class M-5 downgraded to 'BBB+' from 'A';
  -- $15.0 million class M-6 downgraded to 'BBB' from 'A';
  -- $13.0 million class B-1 downgraded to 'BB+' from 'BBB+';
  -- $10.7 million class B-2 downgraded to 'B' from 'BBB-';
  -- $3.7 million class B-3 downgraded to 'C/DR5' from 'BB';
  -- $3.5 million class B-4 downgraded to 'C/DR5' from 'B';

Deal Summary

  -- Originators: Accredited (16.73%), Fremont (15.28%), Decision
     One (11.90%)

  -- 60+ day Delinquency: 36.44%

  -- Realized Losses to date (% of Original Balance): 1.68%


DAVE & BUSTER'S: S&P Alters Outlook to Positive; Keeps 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
Dallas-based Dave & Buster's Inc. to positive from stable.  The
'B-' corporate credit rating remains unchanged.
     
"The revision follows improvements in profitability and other
credit ratios over the past two years despite a rather difficult
environment for restaurants," said Standard & Poor's credit
analyst Charles Pinson-Rose.  

S&P also considered that Dave & Buster's has retained Jefferies &
Co. Inc. to assist it in exploring a possible sale of the company,
which would likely mean refinancing its existing capital
structure.  However, credit ratios may not worsen notably if the
company is sold given current credit market conditions.   

"Therefore, we could still raise the ratings within the next year
if profitability continues to improve irrespective of a sale of
the company," added Mr. Pinson-Rose.


DECODE GENETICS: Dec. 31 Balance Sheet Upside-Down by $145.7MM
--------------------------------------------------------------
deCODE genetics Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $156.2 million in total assets and $301.9 million in
total liabilities, resulting in a $145.7 million total
stockholders' deficit.

Net loss for the year ended Dec. 31, 2007, was $95.5 million,
compared to $85.5 million for the full year 2006.  

deCODE has recorded an impairment charge of $7.8 million for the
year ended Dec. 31, 2007, reflecting the portion of auction-rate
securities (ARS) holdings that deCODE has concluded have an other-
than-temporary decline in value.  

Revenue for the year ended Dec. 31, 2007, was $40.4 million,
versus $40.5 million for the full year 2006.  At Dec. 31, 2007,
the company had $15.4 million in deferred revenue, which will be
recognized over future reporting periods.

Research and development expense for proprietary programs was
$53.8 million for the full year 2007, compared to $57.1 million
for the full year 2006.  Selling, general and administrative
expenses for the full year 2007 were $27.1 million, compared to
$25.2 million for 2006.

"Over the past year we have made steady progress in both our near-
term and long-term strategy to capitalize on our leadership in
human genetics.  We have brought to market pioneering DNA-based
risk assessment tests for type 2 diabetes, early-onset heart
attack, atrial fibrillation/stroke, prostate cancer, and glaucoma,
and launched the world's first personal genome analysis service,
deCODEme(TM).  

"With these diagnostics and personal genome products on the
market, and others to be launched in the months ahead, deCODE is
focused on capturing the potential of our competitive advantage in
human genetics, at the same time as we seek partnerships to
advance our therapeutics programs and to most efficiently allocate
spending and spread risk.  We are committed to executing on this
strategy and to ensuring we have the cash resources to maximize
the creation of value for the company and its shareholders," said
Kari Stefansson, chief executive officer of deCODE.

                     Auction-Rate Securities

At Dec. 31, 2007 the company held investments in ARS with original
purchase principal values totalling $38.5 million.  These
securities are private placement securities with long-term nominal
maturities, for which the interest rates have historically been
reset through active monthly auctions.  

Recent uncertainties in the credit markets have prevented the
company from liquidating its remaining ARS holdings in recent
auctions because the amount of securities submitted for sale has
exceeded the amount of purchase orders.

Based upon an independent, third-party valuation, the estimated
market value of the company's non-current investments in ARS at
Dec. 31, 2007, amounted to $24.8 million.  This is an $8.7 million
adjustment to the principal value of $33.5 million, of which the
company believes $900,000 is temporary.  

Although the ARS held by deCODE are still investment-grade and
continue to pay interest according to their stated terms, after an
analysis of other-than-temporary impairment factors the company
has recorded an impairment charge of $7.8 million for the year
ended Dec. 31, 2007.  

                 Liquidity and Capital Resources

The company has financed its operations primarily through funding
from research and development collaborative agreements, and the
issuance of equity securities and long-term financing instruments.

At Dec. 31, 2007, future funding under terms of the company's  
existing agreements is approximately $41.9 million excluding
milestone payments, royalties and other payments that the company
may earn under such collaborations.  Of the $41.9 million,
approximately $38.3 million is expected to be received during the
year ending Dec. 31, 2008, with the remaining amount due through
2010.

At Dec. 31, 2007, the company had $94.1 million in cash and cash
equivalents, restricted cash equivalents and current and non-
current investments, compared to $152.0 million at Dec. 31, 2006.

At Dec. 31, 2007, the company had long-term debt outstanding of
$211.3 million, compared with long-term debt outstanding of
$212.1 million at Dec. 31, 2006.

                          *     *     *

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2b40

                      About deCODE genetics

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--  
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.

The company serves pharmaceutical companies, biotechnology firms,
pharmacogenomics companies, government institutions, universities,
and other research institutions primarily in the United States,
Europe, and internationally.  The company was founded in 1996 and
is headquartered in Reykjavik, Iceland.


DELPHI CORP: DIP Facility Amendment Hearing Set for Today
---------------------------------------------------------
Delphi Corp. and its debtor-affiliates' request to amend its
debtor-in-possession credit agreement is scheduled for hearing
today, April 30, 2008, with the U.S. Bankruptcy Court for the
Southern District of New York.

The Debtors are seeking:

   (i) an extension of their DIP Facility to Dec. 31, 2008, and   
  (ii) refinancing of the DIP Facility, which will consist of:

     * Tranche A.  A $1 billion first priority revolving
       credit facility,

     * Tranche B.  An up to $600 million first priority term
       loan, and

     * Tranche C.  An approximate $2.5 billion second priority
       term loan.

Delphi had redacted certain pricing information for the Second
Amended and Restated DIP Credit Agreement but said that it will
disclose the information following a bank meeting at which the
DIP extension is launched.  John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois,
now divulges the LIBOR floor and pricing in connection with the
Amendment:

                            First Amended        Second Amended
                            DIP Facility         DIP Facility
                            ------------         ------------
      Undrawn Pricing       50 bps               100 bps

      Drawn Pricing
         Tranche A :        L+350                L+400
         Tranche B :        L+350                L+400
         Tranche C :        L+400                L+525

      LIBOR Floor
         Tranche A :        None
         Tranche B :        None                 3.25%
         Tranche C :        None                 3.25%

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

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

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

(Delphi Bankruptcy News, Issue No. 126; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DIAMOND GLASS: Gets Court Nod to Hire Young Conaway as Co-Counsel
-----------------------------------------------------------------
Diamond Glass Inc. and DT Subsidiary Corp. obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Young Conaway Stargatt & Taylor LLP as the Debtors' bankruptcy co-
counsel, nunc pro tunc to April 1, 2008.

Young Conaway is expected to provide legal advice with respect to
the Debtors' powers and duties as debtors-in-possession in the
continued operation of their business.  Young Conaway has
discussed with the Debtors' main counsel, Foley & Lardner, of a
division of responsibilities and will make every effort to avoid
duplication.

Michael R. Nestor, Esq., a partner at Young Conaway, told the
Court that the firm's professionals bill these hourly rates:

      Michael R. Nestor          $505
      Joseph M. Barry            $390
      Kara Hammond Coyle         $305
      Donald J. Bowman, Jr.      $305
      Anastasia M. Joseck        $115

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

                        About Diamond Glass

Based in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/and  
http://www.daimondtriumphglass.com/-- is a provider of automotive  
glass replacement and repair services.

The company and and its debtor-affiliate DT Subsidiary Corp.,
filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr.
D. Del. Lead Case No. 08-10601).  Michael P. Richman, Esq., at
Foley & Lardner LLP, and Donald J. Bowman Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy
protection, they listed estimated assets of between $10 million
and $50 million and estimated debts of between $100 million and  
$500 million.


DIAMOND GLASS: Can Hire Foley & Lardner as General Bankr. Counsel
-----------------------------------------------------------------
Diamond Glass Inc. and DT Subsidiary Corp. obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Foley & Lardner LLP as their general bankruptcy counsel,
nunc pro tunc to April 1, 2008.

Foley & Lardner is expected to, among others, consult with the
Debtors concerning their powers and duties as debtors-in-
possession, the continued operations of the Debtors' business and
the Debtors' management of the financial and legal affairs of
their estates.

Michael P. Richman, Esq., a member at Foley & Lardner, told the
Court that the firm's professionals bill these hourly rates:

      Michael P. Richman        Partner         $895
      Mark Salzberg             Partner         $545
      Keith C. Owens            Partner         $535
      Erika Morabito            Partner         $525
      Patrick Wong              Associate       $380
      Jennifer Hayes            Associate       $355

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

                        About Diamond Glass

Based in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/and  
http://www.daimondtriumphglass.com/-- is a provider of automotive  
glass replacement and repair services.

The company and and its debtor-affiliate DT Subsidiary Corp.,
filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr.
D. Del. Lead Case No. 08-10601).  Michael P. Richman, Esq., at
Foley & Lardner LLP, and Donald J. Bowman Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, 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.


DIAMOND GLASS: Court Approves Asset Sale Bidding Procedures
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
a proposed bidding procedures for the sale of substantially all of
the assets of Diamond Glass Inc. and DT Subsidiary Corp.

As reported in the Troubled Company Reporter on April 22, 2008,
the Debtors, in consultation with its financial advisor NatCity
Investments Inc., considered a number of potential sales and
restructuring alternatives in order to develop a plan that would
maximize value for their creditors and to ensure survivability.

On the bankruptcy filing date, the Debtors entered into an asset
purchase agreement with a stalking horse bidder under which the
bidder would acquire substantially all of the Debtors' assets.  
Pursuant to the purchase agreement, the stalking horse bidder
agreed to provide consideration for the assets equal to
$34 million in the form of a credit bid, plus assumed liabilities.

In order to maximize the Debtors' assets for the benefit of their
estates and creditors, the Debtors determined that a formal
solicitation of bids for the sale of the assets as a going concern
is in their bests interests.  In anticipation of a Court approval,
the Debtors have actively marketed their assets and executory
contracts and unexpired leases.  The Debtors related that more
than 130 potential financial purchasers have been contacted, and
at least 18 have executed or are in the process of executing
agreements.

The Debtors explained that, in order to participate in the bidding
process, a person or entity interested in all or portions of the
assets must first deliver to the Debtors an executed
confidentiality agreement.

The Debtors and their advisors are now expected to:

     (1) determine whether a potential bidder is a qualified
         bidder;

     (2) coordinate the efforts of bidders in conducting their
         due-diligence investigations;

     (3) receive offers from qualified bidders; and

     (4) negotiate any offers made to purchase the assets.

Qualified competing bids must be sent to the offices of Young
Conaway Stargatt & Taylor, The Brandywine Building, 1000 West
Street, 17th Floor, in Wilmington, Delaware.

All bids must be submitted to these parties:

      Diamond Glass Inc.
      Attn: William Cogswell, President
      220 Division Street
      Kingston, PA 18704

            -- or --

      Foley & Lardner LLP
      Attn: Michael P. Richman, Esq.
      90 Park Avenue
      New York, NY 10016

            -- or --

      Young Conaway Stargatt & Taylor LLP
      Attn: Michael Nestor, Esq.
      The Brandywine Building
      1000 West Street, 17th Floor
      Wilmington, DE 19801

                        About Diamond Glass

Based in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/and  
http://www.daimondtriumphglass.com/-- is a provider of automotive  
glass replacement and repair services.  The company and and its
debtor-affiliate DT Subsidiary Corp., filed for Chapter 11
bankruptcy petition on April 1, 2008 (Bankr. D. Del. Lead Case No.
08-10601).  Donald J. Bowman Jr., Esq. and Joseph M. Barry, Esq.,
at Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
bankruptcy protection, they listed estimated assets of between $10
million to $50 million and estimated debts of between $100 million
to $500 million.


DUNMORE HOMES: Sidney Dunmore Objects to Disclosure Statement
-------------------------------------------------------------
Sidney B. Dunmore and Premiere Indemnity Company complain that
the Disclosure Statement of Dunmore Homes Inc. failed to provide
adequate information regarding certain critical issues necessary
in making an informed judgment about the Debtor's proposed Chapter
11 Plan.

Ron Bender, Esq., at Levene Neale Bender Rankin & Brill LLP, in
Los Angeles, California, contends that the Disclosure Statement
fails to address:

   (1) the nature and scope of the conflict of interest between
       Morrison & Foerster LLP, counsel for the Official
       Committee of Unsecured Creditors, and one of the Creditors
       Committee members, Travelers Casualty & Surety Company of
       America; and how that conflict of interest impacts the
       ability of Morrison & Foerster to represent the Committee
       or the proposed liquidating trust in the event that the
       proposed Plan is confirmed;

   (2) the specific identification of the members of the
       "Oversight Committee" directing the Liquidating Trustee;

   (3) what funds, if any, are anticipated to be recovered
       through voidable transfer litigation which would impact
       the estimated distribution to creditors, where the only
       identified target of any voidable transfer litigation
       appears to be Mr. Dunmore based on putative transfers by
       the Debtor's predecessor, Dunmore Homes California, now
       known as DHI Development, before the sale to Debtor, and
       DHI has filed its own Chapter 7 petition so that voidable
       transfer claims, if any, belong to DHI's bankruptcy estate
       and cannot be pursued;

   (4) why the Disclosure Statement provides that the estimated
       amount of the administrative claims to be paid on the
       Plan Effective Date total only $1,232,000, while the total
       cost of the projected professional fees for the case on
       the Effective Date is $2,810,691, and the related
       question, of whether there are even sufficient funds on
       hand in the estate to satisfy the administrative claims in
       either amount; and

   (5) whether the proposed Liquidation Trustee is entitled to an
       assignment of creditors' rights relative to DHI, if any,
       where DHI is a Chapter 7 debtor and any other rights to
       bring claims, if any, are an asset of the DHI bankruptcy
       estate.

                       Conflict of Interest

Mr. Bender notes that Morrison & Foerster filed a supplemental
declaration in early March 2008 in an effort to address the
"conflict of interest" between the law firm and Committee member
Travelers; however, the Declaration raises more questions than
answers and the Disclosure Statement does not provide any
information.  He adds that the only information provided by
Morrison through the Supplemental Declaration is a "Letter
Agreement" executed after four months of Morrison's employment.

Mr. Bender argues that the Morrison Supplemental Declaration and
Letter of Agreement fail to make any disclosure of certain
critical facts which may have led up to the Letter Agreement,
whereby the Committee Members said it was just fine for Morrison
to continue representing the Committee notwithstanding the firm's
refusal to take any position adverse to Travelers.

To illustrate his point, Mr. Bender questions whether:

   -- Morrison or the other Committee Members knew that in the
      days leading up to execution of the Letter Agreement,
      Travelers paid CalSierra Construction, Inc., another
      Committee Member, close to $2,000,000 and also paid
      Hemington Landscape Services, another Committee Member,
      just over $30,500 over the Debtor's objection;

   -- the timing of the Payments were a mere coincidence, or were
      intended to garner CalSierra's and Hemington's support for
      the Letter Agreement whereby Morrison would continue to
      serve as the Committee's counsel; and

   -- the Committee Members were advised that to the extent that
      Travelers makes excessive, disputed payments to claimants
      and those funds are recovered from Mr. Dunmore then the
      estates' funds would be reduced by Mr. Dunmore's offset and
      contribution claims against the Debtor.

Travelers issued certain surety bonds for certain work performed
on the various subsidiary projects, according to Mr. Bender.  The
Debtor and Mr. Dunmore provided Indemnity Agreements in favor of
Travelers, as to which Mr. Dunmore is the subject of litigation
currently pending in the United States District Court for the
Eastern District of California, Sacramento Division.  In the
District Court Litigation, Travelers has already obtained a writ
of attachment totaling $7,800,000 against Mr. Dunmore's property.    
Travelers has filed a proof of claim for approximately
$41,500,000 against the Debtor, and asserted in oral argument
that there are claims against the various bonds totaling
approximately $15,000,000, Mr. Bender adds.

Mr. Dunmore contends that his contribution and offset claims
against the Debtor eliminate any liability owing under a "Lender
Receivable."  Mr. Bender explains that the Travelers' Indemnity
Agreement and an attached Limited Liability and Net Worth Rider
provide that Mr. Dunmore's liability to Travelers was capped at
$1,500,000 unless the tangible net worth of the Debtor dropped
below $25,000,000.

"Accordingly, to the extent that Mr. Dunmore is required to
satisfy more than $1,500,000 to Travelers, it is as a guarantor
of Debtor's primary obligations and Mr. Dunmore is entitled to
contribution from the Debtor equal to 100% of those sums paid to
Travelers in excess of $1,500,000, and 50% for those sums below
$1,500,000," Mr. Bender emphasizes.  "Thus, it is anticipated
that Mr. Dunmore's contribution and offset rights will eliminate
100% of the remaining amount of the Lender Receivable, and also
provide Mr. Dunmore with a claim in the estate for those sums
offset in excess of the Lender Receivable."

Furthermore, Mr. Bender tells the U.S. Bankruptcy Court for the
Southern District of New York that the impact of the District
Court Litigation on the bankruptcy estate is lost on Morrison, but
relates directly to the conduct of Travelers in making certain
bond payments.  The Debtor relates that although it has advised
Travelers that it disputes certain claims filed with Travelers on
the grounds that certain claims do not relate to work which is
covered by the bonds, or seek excessive payments not supported by
the Debtor's books and records, Travelers had made the decision to
pay certain disputed claims totaling more than $2,745,000 -- in
many instances where there are other collateral sources of payment
that would not have required any payment by Travelers in the first
instance.

It appears as if no one cares if Travelers' makes excessive
payments on claims, Mr. Bender says.

                         Parties Talk Back

The Debtor, the Official Committee of Unsecured Creditors, and
Travelers Casualty and Surety Company of America filed responses
to Sidney Dunmore's objection.

Representing Travelers, Chad L. Schexnayder, Esq., at Jennings
Haug & Cunningham LLP, in Phoenix, Arizona, contends that Mr.
Dunmore's objection is only superficially directed to the
adequacy of the disclosures in the Debtor's proposed disclosure
statement.  

He says that the Mr. Dunmore's Objection does not contain a
single citation to a 'disclosure standards' case or even a line
from Section 1125 of the Bankruptcy Code.  "Instead, [Mr.
Dunmore's] Objection is nine pages of factually unsupported
accusations of 'conflict of interest,' malfeasance, and
overbilling by estate professionals.  If Mr. Dunmore chooses to
accuse the professionals of gross overbilling in this case, the
Unsecured Creditor's Committee counsel of conflict of interest,
the [Committee] members of taking money to look the other way
regarding alleged conflicts of interest, and Travelers of making
excessive, disputed payments totaling $2,745,000, this Court can
and should insist that [Mr. Dunmore] make an adequate factual
record before smearing everyone else in the case with his
groundless accusations."

Travelers notes that Mr. Dunmore does not explain how the
allegations of conflict of interest of the Committee's counsel
have any impact on a creditor's vote for a plan, where a
liquidating trustee will acquire all the estate assets and
claims, and make the decisions thereafter as a plan fiduciary.

On the other hand, the Debtor relate that its counsel has been
aggressively handling claims by and against Travelers and intends
to continue to do so before and after confirmation of a plan.  
Morrison will not represent the Liquidation Trust on those
matters.

On the Debtor's behalf, Debra I. Grassgreen Esq., at Pachulski
Stang Ziehl & Jones LLP, in San Francisco, California, tells the
Court that the Disclosure Statement has been amended to add
additional disclosures concerning Mr. Dunmore's objections.  With
respect to Mr. Dunmore's objection that the Oversight Committee
members are not disclosed, Ms. Grassgreen says that the
Disclosure Statement explains that the Oversight Committee will
consist of up to three members of the Creditors' Committee.  The
Debtor will also file a list of the proposed members of the
Oversight Committee as part of the Plan Supplement 10 days before
the deadline for filing plan objections.

As for Mr. Dunmore's request for detailed disclosure of the
amount of the claims against him, Ms. Grassgreen contends that
the information is not necessary for creditors to make an
informed decision regarding whether to accept or reject the Plan.

Ms. Grassgreen argues that Mr. Dunmore's Objection
mischaracterizes both the paid and projected unpaid fees incurred
by professionals in the Debtor's Chapter 11 case.  She adds that
the request for a voluntary assignment of claims to the
Liquidation Trust is improper and will interfere with the
administration of a DHI Development Chapter 7 case, which had
recently filed for Chapter 7.

On behalf of the Creditors Committee, Adam A. Lewis, Esq., at
Morrison & Foerster LLP, in San Francisco, California, argues
that the existence of an alleged conflict between Travelers and
Morrison is tactic designed to distract the Court's attention
from the real issues and prevent the Committee's and Liquidating
Trustee's potential actions against Mr. Dunmore from going
forward.

Mr. Lewis contends that if Mr. Dunmore or the Debtor believed
there was a real conflict of interest involving Travelers and
Morrison, either party would have filed a motion to disqulify
Morrison.  "After all, it has been approximately five months
since the Petition Date, and Mr. Dunmore has been aware of
[Morrison's] relationship with Travelers since Morrison first
filed its retention application on December 21, 2007," he says.

Mr. Lewis maintains that the focus of the litigation currently
pending in the District Court and Mr. Dunmore's alleged right of
setoff is not an issue pertinent to the Disclosure Statement.

Mr. Lewis notes that the Committee has previously disclosed to
the Debtor the potential members of the Oversight Committee.

Furthermore, Mr. Lewis points out that Mr. Dunmore's Objection
failed to cite any authority regarding the adequacy of disclosure
relevant to the affirmative actions in the Committee or
Liquidating Trustee will likely bring against Mr. Dunmore.

Accordingly, Travelers, the Debtor, and the Committee asks the
Court to overrule Mr. Dunmore's Objection.

                     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).   


DURA AUTOMOTIVE: Files First Revised Chapter 11 Plan Supplements
----------------------------------------------------------------
DURA Automotive Systems, Inc., and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the District of
Delaware supplements to their Revised Joint Plan of
Reorganization, dated March 31, 2008.

The Debtors, in the Plan Supplements, disclose that, pursuant to
the Revised Plan, they intend to implement various reorganization
transactions on or after the effective date of the Plan.  The
Debtors intend to implement several taxable sale transactions,
including the:

   (a) formation of New Dura, with nominal capitalization by
       certain Dura creditors or a nominee on behalf of them;

   (b) formation of New Dura Holdings, which in turn will form
       New Dura Opco;
  
   (c) transfer by Dura Operating Corporation to Dura Automotive
       Systems, Inc., of assets with an estimated value between
       $1,500,000 and $5,000,000, which assets will include one
       or more of plants that have ceased operations, plants that
       are operating, and stock in certain subsidiaries;

   (d) transfer by DASI of all of its stock in DOC to New Dura
       Opco in exchange for the Convertible Preferred Stock and
       New Common Stock;

   (e) distribution by DASI of Convertible Preferred Stock and
       New Common Stock to its creditors, which stock will be
       held by one or more independent third parties after the
       Effective Date;

   (f) continued existence of DASI and continued ownership of the
       remaining assets, some of which may be leased to New Dura
       Opco; and

   (g) the taxable sale transaction will require a stock transfer
       agreement and may require a transition services agreement
       and stockholders agreement.

The Debtors also intend to reorganize certain of their debtor and
non-debtor entities in the United Kingdom and Canada for tax
purposes.  The Debtors will also consolidation these entities
into surviving Reorganized Debtors:

   -- Dura G.P.
   -- Dura Automotive Systems of Indiana, Inc.
   -- Universal Tool & Stamping Company, Inc.
   -- Patent Licensing Clearinghouse L.L.C.
   -- Mark I Molded Plastics of Tennessee, Inc.
   -- Dura Brake Systems L.L.C.
   -- Dura Cables North LLC
   -- Dura Cables South LLC
   -- Atwood Mobile Products, Inc. and certain subsidiaries
   -- Trident Automotive, L.P.

The Debtors also disclose that they do not intend to file or
adopt revised organizational documents, except for:

   -- a certificate of incorporation and bylaws for New Dura;

   -- a registration rights agreement;

   -- certificates of incorporation and bylaws for New Dura
      Holdings and New Dura Opco; and

   -- constituent documents required to create any other new
      entity formed as part of a Plan Restructuring.

Other Plan Supplements delivered to the Court are:

   * a list of executory and unexpired leases to be assumed,
     available for free at:

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

   * a list of executory and unexpired leases to be rejected,
     available for free at:

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

   * a list of compensation and benefits programs and unexpired
     directors' and officers' liability insurance policies to be
     assumed, available for free at:

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

   * a list of compensation and benefits programs and unexpired
     directors' and officers' liability insurance policies to be
     rejected, available for free at:

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

         Debtors Object to Delay in Confirmation Hearing

The Debtors ask the Court to deny J.W. Korth's request to extend
the date of the confirmation hearing and the date to submit
confirmation objections.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, says the delay would not benefit any
parties-in-interest, least of all Senior Notes holders like
Mr. Korth.  Furthermore, Mr. Madron says the Debtors face looming
deadlines to confirm and consummate their Revised Plan and any
failure to meet those deadlines could unnecessarily jeopardize
the Revised Plan.

Mr. Madron notes that, contrary to Mr. Korth's claims, Mr. Korth
has already received all of the information he is entitled to
receive under the Court Order entered pursuant to Rule 2004 of
the Federal Rules of the Bankruptcy Procedure.

Mr. Korth may have stated that the information provided by the
Debtors contains a variety of deficiencies, however, Mr. Madron
notes that in each instance, either:

   (i) the Debtors have already supplied the information prior to
       Mr. Korth's request to extend the confirmation hearing;

  (ii) the Debtors were still gathering the requested information
       at the time Mr. Korth requested for the delay; or

(iii) the Court did not order the information be produced
       because it did not exist.

Mr. Madron asserts that Mr. Korth has had more than sufficient
time within which to conduct the additional discovery he wanted.  
"Mr. Korth is seeking to delay the Revised Plan's confirmation
hearing at a time when he has already had many months in which to
take discovery of the underlying assets and financial condition
of the Debtors," Mr. Madron says.

                         Korth Talks Back

Mr. Korth argues that the Debtors have failed to refute or
explain these concerns:

   * huge conflict of interest, which might be detrimental to
     all stakeholders;

   * "broad brush" Liquidation Analysis did not value the
     Debtors' subsidiaries as individual going concerns;

   * failure to valuate 422 patents and even mention them or the
     subsidiary holding them;

   * unexplained write down of $900,159,000 in investment to
     $200,000,000; and

   * Lawrence Denton's employment contract as DURA's CEO with a
     "Sales Incentive Clause," which properly could be invoked
     prior to DURA emerging from Chapter 11

"Failure to clearly refute or explain these concerns tacitly
admits they exist and the Court should take them under
consideration when it is making its decision whether or not the
unsecured creditors may receive a higher value through
liquidation rather than under the Revised Plan of
Reorganization," Mr. Korth says.

Mr. Korth admits that he has received a lot of material from the
Debtors but he states that a large part of the information was
received on April 21, 2008.  Mr. Korth says he still has to
catalog the new information before he can hire a financial
consultant.  He says it will take at least 45 days from the day
he received the materials to take the depositions necessary to
understand the Debtors' operations and produce an independent
valuation.  Mr. Korth believes that the cost for the delay will
be substantially less than $1,000,000.

                          Judge's Decree

The Honorable Kevin J. Carey denies Mr. Korth's request to inspect
the Debtors' books and records.  However, the Court directs the
Debtors to provide to Mr. Korth:

   (1) an explanation why the patents held by the Debtors are
       contained in the particular place within the Debtors'
       corporate structure, and how the patents are incorporated
       into the valuation of the Debtors provided in the
       Disclosure Statement; and

   (2) a calculation of the amount identified in the Debtors'
       most recent monthly operating report as investment in non-
       debtor subsidiaries.

All information the Debtors will disclose is subject to a Court-
approved confidentiality agreement and protective order between
the Official Committee of Unsecured Creditors and Mr. Korth.

                           About DURA

Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq:
DRRA) -- http://www.DURAauto.com/-- is an independent designer    
and manufacturer of driver control systems, seating control
systems, glass systems, engineered assemblies, structural door
modules and exterior trim systems for the global automotive
industry. The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries. DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq.,
Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at
Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy
proceedings. Daniel J. DeFranseschi, Esq., and Jason M. Madron,
Esq., at Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel. Baker & McKenzie acts as the Debtors' special counsel.  
Togut, Segal & Segal LLP is the Debtors' conflicts counsel.  
Miller Buckfire & Co., LLC is the Debtors' investment banker.  
Glass & Associates Inc., gives financial advice to the Debtor.  
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.

As of Jan. 31, 2008, the Debtor had $1,503,682,000 in total
assets and $1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  A plan confirmation hearing is set for May 13,
2008.

(Dura Automotive Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).
DURA AUTOMOTIVE: Unable to File 2007 Annual Report on Time
----------------------------------------------------------
DURA Automotive Systems, Inc., was unable to file its annual
financial report on Form 10-K for the year ended Dec. 31, 2007,
with Securities and Exchange Commission.  According to a SEC
filing, DURA was unable to timely file a Form 10-K by March 31,
2008, without unreasonable effort and expense.

C. Timothy Trenary, DURA's vice president and chief financial
officer, related that the company is currently addressing various
material weaknesses, which has delayed the completion of the
financial and other information to be included in the 2007 Form
10-K.  The company, he said, is working diligently to finalize
its financial statements for the year ended Dec. 31, 2007,
and is providing Deloitte & Touche LLP with the information
necessary to complete the audit of the company's consolidated
financial statements.
    
Mr. Trenary added that Deloitte has informed the DURA's Audit
Committee that its report on the company's consolidated financial
statements will include an explanatory paragraph indicating that
substantial doubt exists as to the company's ability to continue
as a going concern.  DURA, according to Mr. Trenary, does not
intend to include any adjustments to its financial statements to
reflect the possible future effects that may result from the
uncertainty of its ability to continue as a going concern.

DURA expects to report a substantial net loss for the year ended
Dec. 31, 2007, Mr. Trenary said.  The 2007 net loss results
from the decline in business and the overall industry conditions,
increased raw material costs than in prior years, impact of
closing certain facilities, and moving businesses to lower cost
countries based on the company's restructuring plans.  The 2007
net loss will include charges for facilities consolidation, asset
impairments, restructuring and reorganization.

In 2007, DURA has incurred a significant amount of professional
fees and debt termination charges associated with its
reorganization, Mr. Trenary said.  Effective Oct. 30, 2006,
certain interest on unsecured prepetition debt has not been
accrued as provided for under the Bankruptcy Code.  This result
in reporting lesser interest expense in 2007 compared to 2006.  
Furthermore, during the third quarter of 2007, the company
completed the sale of its Atwood Mobile Products division, which
will also impact the financial results in 2007.

DURA has not filed quarterly financial reports on Form 10-Q for
the quarterly periods ended April 1, July 1, and Sept. 30, 2007.

                           About DURA

Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq:
DRRA) -- http://www.DURAauto.com/-- is an independent designer    
and manufacturer of driver control systems, seating control
systems, glass systems, engineered assemblies, structural door
modules and exterior trim systems for the global automotive
industry. The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries. DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq.,
Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at
Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy
proceedings. Daniel J. DeFranseschi, Esq., and Jason M. Madron,
Esq., at Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel. Baker & McKenzie acts as the Debtors' special counsel.  
Togut, Segal & Segal LLP is the Debtors' conflicts counsel.  
Miller Buckfire & Co., LLC is the Debtors' investment banker.  
Glass & Associates Inc., gives financial advice to the Debtor.  
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.

As of Jan. 31, 2008, the Debtor had $1,503,682,000 in total
assets and $1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  A plan confirmation hearing is set for May 13,
2008.

(Dura Automotive Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


EQUIFIRST MORTGAGE: Fitch Cuts Ratings on $41.5MM Certificates
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on EquiFirst Mortgage
Loan Trust mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are now removed.  Affirmations total $269.4 million and
downgrades total $41.5 million.  Additionally, $4.2 million was
placed on Rating Watch Negative.

Equifirst 2003-1

  -- $11.0 million class I-F1 affirmed at 'AAA';
  -- $17.3 million class M-1 affirmed at 'AA';
  -- $5.4 million class M-2 downgraded to 'BBB-' from 'A';
  -- $5.0 million class M-3 downgraded to 'CCC/DR2' from 'B'.

Deal Summary

  -- Originators: Equifirst (100%)
  -- 60+ day Delinquency: 27.65%
  -- Realized Losses to date (% of Original Balance): 5.22%

Equifirst 2003-2

  -- $19.9 million class I-A1 affirmed at 'AAA';
  -- $13.2 million class II-A2 affirmed at 'AAA';
  -- $8.2 million class III-A3 affirmed at 'AAA';
  -- $24.5 million class M-1 affirmed at 'AA';
  -- $10.3 million class M-2 affirmed at 'A';
  -- $2.9 million class M-3 affirmed at 'A-';
  -- $3.1 million class M-4 affirmed at 'BBB+';
  -- $3.5 million class M-5 affirmed at 'BBB';
  -- $3.5 million class M-6 downgraded to 'B' from 'BB+';
  -- $2.2 million class B-1 downgraded to 'CCC/DR3' from 'BB-'.

Deal Summary

  -- Originators: Equifirst (100%)
  -- 60+ day Delinquency: 20.39%
  -- Realized Losses to date (% of Original Balance): 3.58%

Equifirst 2004-1

  -- $19.8 million class I-A1 affirmed at 'AAA';
  -- $2.0 million class II-A2 affirmed at 'AAA';
  -- $13.7 million class II-A3 affirmed at 'AAA';
  -- $17.3 million class M-1 affirmed at 'AA+';
  -- $4.5 million class M-2 affirmed at 'AA-';
  -- $3.9 million class M-3 affirmed at 'A+';
  -- $2.8 million class M-4 affirmed at 'A-';
  -- $2.4 million class M-5 affirmed at 'BBB+';
  -- $2.4 million class M-6 downgraded to 'BB' from 'BBB';
  -- $3.4 million class M-7 downgraded to 'CCC/DR1' from 'BB';
  -- $2.2 million class B-1 downgraded to 'C/DR4' from 'B'.

Deal Summary

  -- Originators: Equifirst (100%)
  -- 60+ day Delinquency: 19.17%
  -- Realized Losses to date (% of Original Balance): 3.83%

Equifirst 2004-3

  -- $17.7 million class M-1 affirmed at 'AA+';

  -- $9.1 million class M-2 affirmed at 'AA';

  -- $14.1 million class M-3 affirmed at 'AA-';

  -- $8.2 million class M-4 affirmed at 'A+';

  -- $8.2 million class M-5 affirmed at 'A';

  -- $8.2 million class M-6 affirmed at 'A-';

  -- $8.2 million class M-7 affirmed at 'BBB+';

  -- $8.2 million class M-8 affirmed at 'BBB';

  -- $7.0 million class M-9 affirmed at 'BBB';

  -- $4.2 million class M-10 downgraded to 'BB-' from 'BBB-',
     placed on Rating Watch Negative;

  -- $6.1 million class B-1 downgraded to 'B' from 'BB+';

  -- $7.0 million class B-2 downgraded to 'C/DR5' from 'BB'.

Deal Summary

  -- Originators: Equifirst (100%)
  -- 60+ day Delinquency: 30.54%
  -- Realized Losses to date (% of Original Balance): 2.48%


EQUITY ONE: Fitch Downgrades Ratings on $12.5MM Certificates
------------------------------------------------------------
Fitch Ratings has taken rating actions on Equity One mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Affirmations total $910.6 million and downgrades total $12.5
million.

Equity One 2003-1

  -- $4.4 million class AV-1A affirmed at 'AAA';
  -- $4.2 million class AV-1B affirmed at 'AAA';
  -- $31.9 million class M-1 affirmed at 'AA';
  -- $6.2 million class M-2 affirmed at 'A';
  -- $5.4 million class B downgraded to 'BB' from 'BBB';

Deal Summary

  -- Originators: Equity One (100%)
  -- 60+ day Delinquency: 19.65%
  -- Realized Losses to date (% of Original Balance): 2.74%

Equity One 2003-2

  -- $18.3 million class AV-1 affirmed at 'AAA';
  -- $31.1 million class M-1 affirmed at 'AA';
  -- $7.1 million class M-2 affirmed at 'A';
  -- $3.2 million class M-3 affirmed at 'BBB+';

Deal Summary

  -- Originators: 100% Equity One

  -- 60+ day Delinquency: 15.13%

  -- Realized Losses to date (% of Original Balance): 2.18%
     Equity One 2003-3

  -- $30.9 million class AF-4 affirmed at 'AAA';

  -- $40.4 million class M-1 affirmed at 'AA';

  -- $11.3 million class M-2 affirmed at 'A';

  -- $6.5 million class M-3 affirmed at 'BBB+';

Deal Summary

  -- Originators: Equity One (100%)
  -- 60+ day Delinquency: 13.06%
  -- Realized Losses to date (% of Original Balance): 2.07%

Equity One 2003-4

  -- $13.6 million class AF-5 affirmed at 'AAA';
  -- $48.8 million class AF-6 affirmed at 'AAA';
  -- $22.6 million class AV-1 affirmed at 'AAA';
  -- $0.7 million class AV-2 affirmed at 'AAA';
  -- $65.1 million class M-1 affirmed at 'AA';
  -- $20.8 million class M-2 affirmed at 'A';
  -- $6.1 million class M-3 affirmed at 'A-';
  -- $5.2 million class M-4 affirmed at 'BBB+';
  -- $7.2 million class B-1 downgraded to 'BBB' from 'AA';

Deal Summary

  -- Originators: 100% Equity One
  -- 60+ day Delinquency: 10.51%
  -- Realized Losses to date (% of Original Balance): 1.54%

Equity One 2004-1

  -- $26.9 million class AF-4 affirmed at 'AAA';
  -- $30.4 million class AF-5 affirmed at 'AAA';
  -- $30.0 million class AF-6 affirmed at 'AAA';
  -- $3.2 million class AV-1 affirmed at 'AAA';
  -- $4.6 million class AV-2 affirmed at 'AAA';
  -- $58.5 million class M-1 affirmed at 'AA';
  -- $35.3 million class M-2 affirmed at 'A+';
  -- $7.1 million class M-3 affirmed at 'A';
  -- $7.1 million class M-4 affirmed at 'A-';

Deal Summary

  -- Originators: 100% Equity One
  -- 60+ day Delinquency: 11.45%
  -- Realized Losses to date (% of Original Balance): 1.42%

Equity One 2004-2

  -- $4.7 million class AF-4 affirmed at 'AAA';
  -- $13.1 million class AF-5 affirmed at 'AAA';
  -- $22.0 million class AF-6 affirmed at 'AAA';
  -- $7.3 million class AV-1 affirmed at 'AAA';
  -- $1.9 million class AV-2 affirmed at 'AAA';
  -- $58.8 million class M-1 affirmed at 'AA';
  -- $31.6 million class M-2 affirmed at 'A+';
  -- $4.0 million class M-3 affirmed at 'A';
  -- $3.7 million class M-4 affirmed at 'A-';

Deal Summary

  -- Originators: 100% Equity One
  -- 60+ day Delinquency: 9.97%
  -- Realized Losses to date (% of Original Balance): 1.43%

Equity One 2004-3

  -- $34.6 million class AF-4 affirmed at 'AAA';
  -- $17.6 million class AF-5 affirmed at 'AAA';
  -- $20.7 million class AF-6 affirmed at 'AAA';
  -- $13.6 million class AV-1 affirmed at 'AAA';
  -- $2.2 million class AV-2 affirmed at 'AAA';
  -- $41.0 million class M-1 affirmed at 'AA';
  -- $34.6 million class M-2 affirmed at 'A';
  -- $6.7 million class M-3 affirmed at 'A';
  -- $5.5 million class M-4 affirmed at 'BBB+';
  -- $5.1 million class B-1 affirmed at 'BBB';
  -- $0.8 million class B-2 affirmed at 'BBB-';

Deal Summary

  -- Originators: 100% Equity One
  -- 60+ day Delinquency: 10.61%
  -- Realized Losses to date (% of Original Balance): 1.08%


FALCON CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Falcon Construction Co. of Matawan
        49 Cliffwood Avenue, Suite 100
        Cliffwood, NJ 07721

Bankruptcy Case No.: 08-17342

Type of Business: The Debtor is a masonry contractor.

Chapter 11 Petition Date: April 23, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: Carol L. Knowlton, Esq.
                  Email: cknowlton@teichgroh.com
                  Teich Groh
                  691 State Highway 33
                  Trenton, NJ 08619
                  Tel: (609) 890-1500
                  http://www.teichgroh.com/

Total Assets: $1,662,000

Total Debts:  $1,496,287

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
BAC Local 5 Distribution Fund                        $232,103
P.O. Box 1028
Trenton, NJ 08628-0230

NJBLS Welfare Fund                                   $181,602
3218 Kennedy Boulevard
Jersey City, NJ 07306

Carlos Stoffel                 Wages and loan to     $56,692
49 Cliffwood Ave.              company
Cliffwood, NJ 07721

Sovereign Bank                 Line of Credit Loan   $45,000

Citi Business Advantage Card   Credit Card           $41,943

Chase Business Card            Credit Card           $35,215

Bruno Stoffel                  Wages                 $30,000

Chase Continental Airlines     Credit Card           $28,996
Card

Selective Insurance                                  $16,000

Capital One Card               Credit Card           $15,228

New Jersey Manufacturers                             $10,055
Insurance Co.

Delta Sky Miles                Credit Card           $9,825

Anchor Concrete                                      $4,845

A.H. Harris & Sons, Inc.                             $4,590

Carlos Stoffel                 Loan to Company       $2,692

NJ Local 4 Benefit Funds/NJ                          $1,824

Hilti, Inc.                                          $1,364

Lee's Auto Parts, Inc.                               $1,221

Trico Equipment                                      $658

Atak Trucking, Inc.                                  $607


FCI ACQUISITIONS: Petitions for Chapter 7 Bankruptcy Protection
---------------------------------------------------------------
FCI Acquisitions filed for Chapter 7 bankruptcy protection on
April 25, South Florida Business Journal reports.

In its filing, the company listed $1.13 million in assets,
$1.92 million in liabilities, and about 200 creditors, the report
said.  FCI reportedly owes money to several local floral
companies, including Emerald Farms of Miami, which is owed
$63,466; Flower Transfer of Miami, which is owed $57,819; and
Bloomstar of Miami, which is owed $28,578.  

Other creditors include Discovery Farms of Colombia, which is owed
$111,584; Karina Cano of Ecuador, which is owed $68,499; and I.C.
industries of Hialeah, which is owed $92,863, SFBJ notes.

FCI Acquisitions is a Miami-based flower delivery and wholesale
company owned by Ian Simmons and Keith Kahan, who each owns a 50%
stake in FCI.  Lawyer Matthew Militzo, Esq. filed the Chapter 7
petition for the company.


FIDELITY NATIONAL: Mulls Strategic Alternatives for Insurance Biz
-----------------------------------------------------------------
The Board of Directors of Fidelity National Financial, Inc.
authorized management to investigate strategic alternatives for
its Specialty Insurance business.  To that end, FNF has retained
Bank of America Securities as its adviser in the process.  The
assets to be evaluated include the flood insurance processing and
the "at-risk" personal lines businesses, but not the home warranty
company.   

FNF is a leading provider of federal flood insurance and a broadly
based writer of homeowners, automobile and other personal lines
products through its fee-for-service flood insurance business and
traditional personal lines insurance business.  The two businesses
generated $333 million of revenue in 2007 and had GAAP equity of
approximately $230 million at Dec. 31, 2007.

"We are focused on evaluating our non-core assets and investments
as potential vehicles for creating meaningful liquidity, and we
believe our flood and at-risk insurance businesses are an
attractive acquisition opportunity for strategic buyers," said
Chairman William P. Foley, II.  "Our intent is to use that
liquidity to continue to support our dual efforts of maintaining
our $1.20 annual cash dividend and repurchasing a significant
amount of our outstanding stock."

Based in Jacksonville, Florida, Fidelity National Financial, Inc.
(NYSE:FNF) -- http://www.fnf.com/-- provides title insurance,  
specialty insurance, claims management services and information
services.  FNF is one of the nation's largest title insurance
companies through its title insurance underwriters -- Fidelity
National Title, Chicago Title, Ticor Title, Security Union Title
and Alamo Title -- that issue approximately 28% of all title
insurance policies in the United States.  FNF also provides flood
insurance, personal lines insurance and home warranty insurance
through its specialty insurance business.  FNF also provides
outsourced claims management services to large corporate and
public sector entities through its minority-owned subsidiary,
Sedgwick CMS.  FNF is also an information services company in the
human resource, retail and transportation markets through another
minority-owned subsidiary, Ceridian Corporation.


FIDELITY NATIONAL INFO: S&P Revises Outlook to Developing
---------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications for its 'BB' corporate credit rating on Jacksonville,
Florida-based Fidelity National Information Services Inc. to
developing from negative.
     
The CreditWatch revision to developing reflects good operating
performance in the company's transaction processing services
(which includes the recently acquired eFunds), which may provide
the support for a modestly higher rating depending on the growth
and acquisition strategy. Although near-term performance could be
challenged by weakness in the financial services industry, the
company has implemented cost reductions to help bolster its
profitability measures.
     
In October 2007, Standard & Poor's placed its ratings on FIS on
CreditWatch with negative implications following the company's
announcement that it would spin off its lender processing division
into a separate, public company. FIS is expected to contribute the
unit's assets to a new subsidiary in exchange for all of the
unit's common stock and about $1.6 billion of debt securities.
Following regulatory approval, FIS will distribute all of the new
company's common stock to FIS shareholders in a tax-free spin-off.
Completion of the possible spin-off is expected to occur in mid-
2008.
     
The CreditWatch developing incorporates the potential for Standard
& Poor's to either raise or lower the ratings. Despite a reduction
in business diversity and cash flow after the spin-off (the
mortgage processing business accounted for about 40% of
consolidated EBITDA), pro forma leverage is expected to be in the
3x area, and the TPS business is performing well. However, FIS has
been very acquisitive historically, and it may not maintain the
initial capital structure in the longer term.
     
"We will review the company's business strategies, the
sustainability of its current operating trends, and its financial
policy, prior to resolving the CreditWatch," said Standard &
Poor's credit analyst Phil Schrank.


FIELDSTONE MORTGAGE: Fitch Cuts Ratings on $22.4MM Certificates
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Fieldstone
Mortgage Investment Trust mortgage pass-through certificates.   
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are removed.  Affirmations total
$137.1 million and downgrades total $22.4 million.

Fieldstone Mortgage Investment Trust 2004-3

  -- $9.9 million class M-3 affirmed at 'AA-';
  -- $30.0 million class M-4 affirmed at 'A';
  -- $12.5 million class M-5 affirmed at 'A-';
  -- $12.5 million class M-6 affirmed at 'BBB';
  -- $10.0 million class M-7 affirmed at 'BB';
  -- $6.6 million class M-8 downgraded to 'CC/DR4' from 'B';

Deal Summary

  -- Originators: Fieldstone
  -- 60+ day Delinquency: 38.40%
  -- Realized Losses to date (% of Original Balance): 1.41%

Fieldstone Mortgage Investment Trust 2004-4

  -- $38.0 million class M2 affirmed at 'A';
  -- $13.2 million class M3 affirmed at 'A-';
  -- $11.0 million class M4 affirmed at 'BBB+';
  -- $8.8 million class M5 downgraded to 'BB' from 'BBB';
  -- $7.0 million class M6 downgraded to 'CCC/DR1' from 'BBB';

Deal Summary

  -- Originators: Fieldstone
  -- 60+ day Delinquency: 39.32%
  -- Realized Losses to date (% of Original Balance): 1.86%


FINANCE AMERICA: Fitch Cuts Ratings on $116.4 Mil. Certificates
---------------------------------------------------------------
Fitch Ratings taken these rating actions on Finance America
Mortgage Loan Trust mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are now removed.  Affirmations total $172.5 million
and downgrades total $116.4 million.  Additionally, $1.1 million
was placed on Rating Watch Negative.

Finance America Mortgage Loan Trust 2003-1

  -- $19.2 million class M-1 affirmed at 'AA';

  -- $6.7 million class M-2 affirmed at 'A';

  -- $1.1 million class M-3 rated 'A-', placed on Rating Watch
     Negative;

  -- $1.3 million class M-4 affirmed at 'BB';

  -- $0.9 million class M-5 downgraded to 'B-/DR1' from 'B';

  -- $0.9 million class M-6 affirmed at 'B-/DR1';

Deal Summary

  -- Originators: Finance America, LLC
  -- 60+ day Delinquency: 11.60%
  -- Realized Losses to date (% of Original Balance): 1.84%

Finance America Mortgage Loan Trust, Series 2004-1

  -- $31.3 million class M2 affirmed at 'AA';
  -- $15.8 million class M3 affirmed at 'AA';
  -- $9.9 million class M4 affirmed at 'AA-';
  -- $14.9 million class M5 downgraded to 'BBB+' from 'A';
  -- $9.9 million class M6 downgraded to 'B' from 'BBB-';
  -- $3.7 million class M7 downgraded to 'C/DR3' from 'B-/DR1';
  -- $2.3 million class M8 downgraded to 'C/DR5' from 'B-/DR1'';

Deal Summary

  -- Originators: Finance America, LLC
  -- 60+ day Delinquency: 23.24%
  -- Realized Losses to date (% of Original Balance): 2.21%

Finance America Mortgage Loan Trust, Series 2004-2

  -- $23.0 million class M-1 affirmed at 'AAA';
  -- $22.9 million class M-2 affirmed at 'AA+';
  -- $15.9 million class M-3 downgraded to 'AA-' from 'AA';
  -- $10.6 million class M-4 downgraded to 'A' from 'AA-';
  -- $4.4 million class M-5 downgraded to 'BBB+' from 'A';
  -- $3.3 million class M-6 downgraded to 'BBB-' from 'A-';
  -- $2.9 million class M-7 downgraded to 'BB+' from 'BBB+';
  -- $3.3 million class M-8 downgraded to 'C/DR5' from 'BB';
  -- $3.0 million class M-9 downgraded to 'C/DR6' from 'B';

Deal Summary

  -- Originators: Finance America, LLC
  -- 60+ day Delinquency: 28.08%
  -- Realized Losses to date (% of Original Balance): 1.87%

Finance America Mortgage Loan Trust, Series 2004-3

  -- $23.2 million class M-1 affirmed at 'AA+';
  -- $18.2 million class M-2 affirmed at 'AA+';
  -- $16.0 million class M-3 downgraded to 'AA-' from 'AA';
  -- $9.5 million class M-4 downgraded to 'A' from 'AA';
  -- $3.6 million class M-5 downgraded to 'BBB+' from 'A+';
  -- $3.0 million class M-6 downgraded to 'BBB' from 'A-';
  -- $2.6 million class M-7 downgraded to 'BB-' from 'BBB-';
  -- $2.7 million class M-8 downgraded to 'C/DR5' from 'BB';
  -- $2.0 million class M-9 downgraded to 'C/DR5' from 'B';
  -- $2.0 million class B-1 downgraded to 'C/DR6' from 'CCC/DR1';
  -- $2.1 million class B-2 revised to 'C/DR6' from 'C/DR5';

Deal Summary

  -- Originators: Finance America, LLC
  -- 60+ day Delinquency: 25.87%
  -- Realized Losses to date (% of Original Balance): 1.75%


FRONTIER AIRLINES: Wants to Reject Services Deal with Republic Air
------------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to reject an agreement with Republic Airlines Inc. as of
June 22, 2008, including all amendments, supplements, waivers and
related side letters.

Pursuant to an agreement, Frontier Airlines Inc., and Frontier
Airlines Holdings Inc., purchase capacity on aircraft owned and
operated by Republic Airlines Inc.  

Under the agreement, the Debtors control the routing, scheduling
and ticketing, while Republic operates the aircraft and is
reimbursed for its services on a cost-plus basis.

The Debtors are required to pay for certain costs directly,
including among other things, fuel, landing fees, passenger
catering, booking fees.

In the current operating environment for the airline industry,
and in part because of the current record high fuel prices, the
Debtors generated an approximate loss of $11,200,000 for the
three months ended March 31, 2008, which the Debtors project to
continue under the Agreement, proposed counsel for the Debtors,
Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York,
relates.

As a result, the Debtors have determined that the Agreement is no
longer necessary to their continued business operations and does
not have any net value to their estates.

According to Mr. Schaible, the Debtors conservatively estimate
that the annual savings from rejecting the Agreement will exceed
$20,000,000 per year.

Mr. Schaible adds that in an effort to avoid disruption to the
Debtors' operations that might otherwise result from rejection,  
the Debtors and Republic have agreed to wind down operations
under the Agreement progressively up to the Rejection Date.

Specifically, the mutual agreement with Republic to terminate the
airlines' code sharing agreement will be a structured reduction
and gradual phase-out of Republic's 12 aircraft from Frontier's
daily operation, The Associated Press reports.

The agreed orderly wind-down period, Mr. Schaible continues, will
(i) permit the Debtors to efficiently adjust its operations to
account for the rejection of the Agreement, and (ii) help ensure
that there are minimal disruptions for Frontier's customers.

Under the Agreement, Republic will be entitled:

   -- to receive payment on an administrative expense priority
      basis for the services that it has provided since the
      Petition Date and will provide during the wind-down period
      until the Rejection Date;

   -- to an allowed general unsecured claim against the Debtors
      on account of the rejection of the Agreement, to which the
      Debtors and parties-in-interest will have the right to
      object.

Republic said it plans to file a claim for $260,000,000 in
damages stemming from the canceled agreement, which final amount
of the claim will be determined by the Court, the AP says.

The mutual rejection of the Agreement permits the Debtors to
"renounce title to and abandon burdensome property," Mr. Schaible
contends, citing Orion Pictures Corp. v. Showtime Networks, Inc.
(In re Orion Pictures Corp.), 4 F.3d 1095, 1098 (2d Cir. 1993).

"It's unfortunate that . . . factors beyond [Frontier's] control
conspired to force a deeper reorganization.  We wish them success
in their continuing efforts to combat persistently high oil
prices," Republic CEO Bryan Bedford said, report the AP.

With 12 aircraft being removed from the fleet, Frontier also
announced that will reallocate remaining planes into markets
"with more potential for long term profitability," resulting to
terminated services to Sioux City, Iowa; Jacksonville, Florida;
Little Rock, Arkansas; Memphis, Tennessee; and Tulsa, Oklahoma by
the start of June.  Service planned for Missoula, Montana, will
not begin.

Refunds and alternative arrangements will be made available to
all Frontier customers who may be affected by the schedule
changes.  Customers will be contacted by either a Frontier
representative or the travel professional from whom they
purchased the Frontier ticket.

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, 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, Faegre & Benson LLP is
the Debtors' Special Counsel, 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. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


FRONTIER AIRLINES: Wants to Assume Airbus Sale LOI & Agency Deal
----------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries ask the U.S.
Bankruptcy Court for the Southern District of New York to allow
them to assume:

   (i) a letter of intent dated as of March 13, 2008, for the
       sale of two Airbus A319-111 aircraft and two Airbus
       A318-111 aircraft with Verulamium Finance Ltd.; and

  (ii) an Agency Agreement with respect to the remarketing of
       four A320 Series Aircraft, dated as of December 17, 2007,
       with JetWorks Leasing, now known as SkyWorks Leasing,
       LLC.

Under the Agency Agreement, SkyWorks -- appointed as the       
exclusive and world-wide agent to arrange for a sale or lease of
the A320 Series Aircraft -- performed these duties:

   -- compiling summary information required for the evaluation
      of the Aircraft;

   -- marketing the Aircraft, including due diligence
      investigations of potential lessees;

   -- preparing and negotiating letters of intent;

   -- liaising with Frontier's legal counsel;

   -- managing the logistics of closing a transaction; and

   -- ensuring that each potential counterparty executes a
      confidentiality agreement.

The Debtors' proposed counsel, Marshall S. Huebner, Esq., at
Davis Polk & Wardwell, in New York, relates that after an
extensive global sales effort by Skyworks, Frontier and  
Verulamium executed the Letter of Intent, pursuant to which
Verulamium would purchase the four Aircraft for an aggregate
purchase price of $106,000,000.

A portion of the proceeds equal to approximately $68,500,000 will
be used to repay in full the mortgages on each of the Aircraft,
resulting in a net cash gain to the estate of $37,500,000.

The Letter of Intent states that the Aircraft will be delivered
on May 6 and 13, 2008, and August 5 and 12, 2008, by which  
Verulamium is required to deliver payment in full equal to
the purchase price for the Aircraft.

If the Letter of Intent is assumed, therefore, on or about May 6,
the Debtors will receive a substantial cash infusion equal to
$13,400,000, including security deposits due, Mr. Huebner says.

Immediate assumption of the Letter of Intent is necessary so that
Frontier can perform its obligations and receive the substantial
cash infusion that will be generated from the proceeds of the
sale, Mr. Huebner tells Judge Drain.

The Debtors, Mr. Huebner continues, rely upon the liquidity that
assumption of the Letter and sale of the Aircraft will generate
for their estates.  Assumption of the Letter will provide the
necessary cash for Frontier's continued operations and will aid
Frontier in achieving its goals of cost reduction and liquidity
maximization.

Mr. Huebner notes that the Aircraft are far from generating
useful revenue for the estates, and are a drain on the Debtors'
resources because they are underutilized.  Selling the Aircraft
will allow Frontier to save maintenance and storage expenses on
the Aircraft, he says.

"This is not a sale made in haste at a discounted price to
generate cash.  Instead, this is a thoroughly-considered and
long-planned sale that will generate needed liquidity for the
benefit of the Debtors and their estates and creditors," Mr.
Huebner maintains.

According to Mr. Huebner, Skyworks' compensation for its services
includes a $490,000 sales success fee and an incentive fee of
approximately $241,000, which, in the aggregate, is less that
0.7% of the gross proceeds of the sale of the Aircraft and is
reasonable for the services that Skyworks will provide to
consummate the sale.

Accordingly, the Debtors' assumption of the Agency Agreement with
Skyworks is a necessary precondition to the assumption of, and
performance under, the Letter of Intent, he adds.

Mr. Huebner asserts that the ultimately, assumption of the
Agreements will (i) significantly contribute to the Debtors' cash
flows for their operating plan, (ii) allow the Debtors to save
significant costs on the maintenance and storage of unneeded
Aircraft, (iii) enable the Debtors to continue implementing their
operational strategy; and (iv) provide more cash flow and less
risk than any other alternative plan to lease or sell the
Aircraft.

Pursuant to Sections 365(a), 363(b) and 363(f) of the Bankruptcy
Code, the Sale will be free and clear of all liens and claims,
with a portion of its proceeds used to repay the indebtedness
secured by the Aircraft, Mr. Huebner explains.

The Debtors relate that no cure amounts will be required to be
paid as a condition to the assumption of the Agreements.

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, 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, Faegre & Benson LLP is
the Debtors' Special Counsel, 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. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


FRONTIER AIRLINES: Wants to Hire Seabury as Financial Advisor
-------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Seabury Group LLC as financial
advisors.

According to Edward M. Christie, III, Frontier's senior vice
president for Finance, Seabury and its professionals' extensive
experience in working with financially troubled companies in
complex financial restructurings both in out-of-court situations
and in Chapter 11 cases, qualify them to perform as the Debtors'
financial advisors.

Seabury has served as advisor with respect to financial
restructuring, new equity and debt capital raising and aircraft
services, to numerous airline clients, Mr. Christie says.

Pursuant to an engagement letter, Seabury will:

   (a) assist in the evaluation of the Debtors businesses and  
       prospects;

   (b) assist in the development of the Debtors long-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Debtors' board of directors, various
       creditors and other third parties;

   (d) analyze the Debtors' financial liquidity and evaluate
       alternatives to improve their liquidity;

   (e) evaluate the Debtors debt capacity and alternative capital
       structures;

   (f) analyze various restructuring scenarios on the value of
       the Debtors and the recoveries of those stakeholders
       impacted by the Restructuring;

   (g) provide strategic advice with regard to restructuring or
       refinancing the Debtors' obligations;

   (h) participate in negotiations among the Debtors and their
       creditors, suppliers, lenders, lessors and other
       interested parties;

   (i) value securities offered by the Debtors in connection with
       restructuring;

   (j) if required, assist in arranging debtor-in-possession
       financing;

   (k) if required, assist in the arranging of exit financing,
       including identifying potential sources of equity and debt
       capital, assisting in the due diligence process and
       negotiating the terms of any proposed financing;

   (l) if required, assist the Debtors in:
    
          -- executing a sale of assets, including identifying
             potential buyers or parties in interest, and in the
             due diligence process and negotiating the terms of
             any proposed transaction, as requested;

          -- evaluating one or more strategic transactions,
             including identifying potential strategic partners,
             assisting in the due diligence process and
             negotiating the terms of any proposed transaction,
             as requested; and

          -- providing fairness opinions related to transactions,
             financings or restructurings for which Seabury will
             have earned a fee;

   (m) provide testimony in any Chapter 11 case concerning any of
       the subjects encompassed by the other financial advisory
       services, if appropriate and as required; and

   (p) provide other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a restructuring, transaction or financing, as requested
       and mutually agreed.

Mr. Christie says that the services to be provided by Seabury are
not duplicative with the services to be performed by any proposed
restructuring advisors and accountants.  Seabury will not be
performing any traditional public accounting and auditing
services, including the preparation of annual federal and state
tax returns related to the Debtors financial statements.

Moreover, Seabury expects to work closely with the Debtors'
proposed restructuring advisors and accountants and will
undertake every reasonable effort to avoid any duplication of
services, Mr. Christie says.

The Debtors will pay the firm's customary hourly rates:

     CEO                   $850
     Managing Director      700
     Executive Director     650
     SVP/Director           630
     VP                     540
     Senior Associate       450
     Senior Analyst         320
     Analyst                240
     
Pursuant to the Engagement Letter, the Debtors have also agreed
to pay Seabury these fees which are not subject to any holdbacks:

   * a restructuring retainer fee of $150,000 per month for the
     first three months and $100,000 per month thereafter;

   * a corporate finance retainer fee of $75,000 per month for
     the first three months and $50,000 per month thereafter;

   * a merger and acquisition success fee ranging between
     $1,750,000 and $4,875,000 plus 0.500% to be calculated upon
     aggregate M&A transaction values;

   * an equity success fee equal to the aggregate of (i) 4.0% of
     the first $50,000,000 of equity raised, (ii) 2.50% of the
     next $50,000,000, and (iii) 1% of all amount of equity
     raised beyond $50,000,000;

   * a sale success fee equal to 0.65% of the sale's proceeds;

   * a DIP success fee equal to 2.50% for the first $25,000,000
     of DIP commitment and 1.25% of any additional DIP commitment
     amounts; and

   * a debt success fee in conjunction with arranging exit or
     debt financing pursuant to an M&A transaction equal to (i)
     1.50% of any debt financing transaction secured by a first
     lien; (ii) 2.5% of the gross proceeds secured by a second or
     more junior lien, and (iii) 3.00% of the gross proceeds of
     any indebtedness this is either unsecured or subordinated.

Any Success Fees payable to Seabury will be reduced by 50% of the
first 12 months of corporate finance retainer fees paid.  The
total Success Fees, net of credits of the Retainer Fees, will be
capped at $6,000,000.

Michael B. Cox, a managing director of Seabury, assures the Court
that his firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.  Seabury is not a
creditor, an equity security holder or an insider of the Debtors
and do not have an interest materially adverse to the interest of
the Debtors' estate, he says.

Seabury will conduct an ongoing review of its files to ensure
that no disqualifying circumstances arise.  If any new relevant
facts or relationships are discovered, Seabury will supplement
its disclosure to the Court.

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, 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, Faegre & Benson LLP is
the Debtors' Special Counsel, 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. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


GEMSTONE CDO: Poor Credit Quality Cues Moody's Rating Downgrades
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of nine classes of
notes issued by Gemstone CDO VII, Ltd., and left on review for
possible further downgrade ratings of three of these classes of
notes.  The notes affected by this rating action are:

(1) $244,000,000 Class A-1a Floating Rate Notes Due December 2045

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

(2) $400,000,000 Class A-1b Floating Rate Notes Due December 2045

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

(3) $200,000,000 Class A-1b(i) Floating Rate Notes Due December
2045

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

(4) $200,000,000 Class A-1b(ii) Floating Rate Notes Due December
2045

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

(5) $159,000,000 Class A-2 Floating Rate Notes Due December 2045

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

(6) $96,900,000 Class B Floating Rate Notes Due December 2045

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

(7) $68,300,000 Class C Floating Rate Deferrable Interest Notes
Due December 2045

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

(8) $55,100,000 Class D Floating Rate Deferrable Interest Notes
Due December 2045

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

(9) $18,700,000 Class E Floating Rate Deferrable Interest Notes
Due December 2045

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Collateral Manager on April 15, 2008, of an event of
default caused by a failure of the Class A-1 OC Ratio to be
greater than or equal to 100 per cent, as described in Section
5.1(i) of the Indenture dated March 15, 2007.

Gemstone CDO VII Ltd. is a collateralized debt obligation backed
primarily 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, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral and the Notes.

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


GENERAL MOTORS: To Reduce One Shift of Full-size Truck Production
-----------------------------------------------------------------
General Motors Corp. is eliminating one shift of production at its
full-size pickup truck assembly plants in Pontiac, Michigan;
Flint, Michigan; and Oshawa, Ontario; and its full-size SUV
assembly plant in Janesville, Wisconsin.  The decisions were made
to bring production capacity more in line with market demand.

Under this plan, approximately 88,000 units of full-size pickup
and 50,000 units of full-size SUV production will be removed from
GM’s North American production capacity for the remainder of the
2008 calendar year.

Based on current plans, the shift reductions will be effective on
these dates:

   * Flint Assembly (Heavy Duty Chevrolet Silverado and GMC
     Sierra): July 14;

   * Janesville (Chevrolet Tahoe and Suburban, GMC Yukon, Yukon
     XL): July 14;

   * Pontiac Assembly (Chevrolet Silverado, GMC Sierra): July 14;

   * Oshawa Truck (Chevrolet Silverado and GMC Sierra): Sept. 8.

The full-size pickup truck and full-size SUV segments have
softened for the entire industry -– down 15 and 26%, respectively,
through the first quarter of 2008.  Nonetheless, GM remains the
segment leader in both instances, with nearly 40% share of full-
size trucks and more than 63% share in the full-size SUV market.

"With rising fuel prices, a softening economy, and a downward
trend on current and future market demand for full-size trucks, a
significant adjustment was needed to align our production with
market realities," Troy Clarke, president GM North America, said.  
"This is a difficult move, but we remain committed to retaining
and growing our leadership position in the full-size truck
market."

Mr. Clarke noted that with the market shifting toward cars and
crossovers, GM is seeing strong sales of the new Chevrolet Malibu,
Cadillac CTS, Chevrolet Cobalt, Pontiac G6, Chevrolet Impala,
Buick Enclave and GMC Acadia.  He added that the company is
continuing to explore options to increase car and crossover
production, but there are no changes to car production at this
time.

The full-size truck production cuts will result in lower staffing
requirements at all four plants, and those details will be worked
out over the next several weeks with the United Auto Workers and
Canadian Auto Workers unions.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

                           *     *     *

As reported in the Troubled Company Reporter on April 28, 2008,
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.


GMAC LLC: Financial Arm Posts $589MM Net Loss in 2008 1st Quarter
-----------------------------------------------------------------
GMAC LLC's unit, GMAC Financial Services reported a 2008 first
quarter net loss of $589 million, compared to a net loss of $305
million in the first quarter of 2007.  Profitable results in the
global automotive finance and insurance businesses were more than
offset by significant declines in the international mortgage
operation of Residential Capital, LLC.  Affecting results in the
quarter were market-driven valuation adjustments and lower net
financing revenue.

"Continued volatility in the capital and credit markets put
pressure on first quarter results," GMAC Chief Executive Officer
Alvaro de Molina said.  "While the actions we have taken to date
to reduce risk, reduce leverage and streamline the cost structure
have produced results, there is still more to do to stabilize
ResCap and position the overall company for profitable growth.  
Moving through this unprecedented market environment clearly
requires endurance, and liquidity is the key enabler.  GMAC has
made prudent liquidity management a top priority including holding
high levels of cash, expanding the use of GMAC Bank and working
with our banking partners on an approach to renew bank
facilities."

                        Liquidity and Capital

GMAC's consolidated cash and certain marketable securities were
$18.6 billion as of March 31, 2008, down from $22.7 billion at
Dec. 31, 2007.  Of these total balances, ResCap's consolidated
cash and cash equivalents were $4.2 billion at quarter-end, down
from $4.4 billion at Dec. 31, 2007.  The decline in cash is due
mainly to open market debt repurchases, unsecured debt maturities
and an increase in originations.

During the fourth quarter of 2007 and first quarter of 2008, GMAC
purchased ResCap debt for $750 million in the open market, which
was contributed to ResCap and retired during the first quarter.  
In exchange for the capital contribution, GMAC received shares of
a new class of ResCap preferred equity that is equal to the market
value of the debt at the time of the contribution.  GMAC took this
measure to further support the capital position at ResCap, while
still maintaining consideration for GMAC's investors and
stakeholders.  As of March 31, 2008, ResCap's total equity base
was $5.8 billion, exceeding its minimum tangible net worth
requirements in its credit facilities.

                        Global Automotive Finance

GMAC's global automotive finance business reported net income of
$258 million in the first quarter of 2008, compared to net income
of $398 million in the year-ago period.  Strong vehicle
origination and wholesale penetration were offset by weaker credit
performance which drove unfavorable valuation adjustments, higher
credit loss provisions and increased operating expenses related to
restructuring, remarketing and servicing initiatives.  In
addition, affecting performance was lower gain on sale of
receivables and deterioration in the residual performance of off-
lease vehicles.

New vehicle financing originations for the first quarter of 2008
increased to $12.9 billion of retail and lease contracts from
$12.3 billion in the first quarter of 2007, despite lower industry
sales levels in North America.  Used vehicle originations for the
quarter remained stable at $2.1 billion, the same amount as the
year-ago period.  This reflects refinement of the diversification
strategy to better balance credit risk.

Delinquencies decreased in the first quarter of 2008 to 2.42% of
managed retail assets, versus 2.52% in the prior year period.  The
decrease reflects additional underwriting and servicing measures
taken in late 2007, which included expanding collection resources,
increasing contact with higher-risk borrowers and strategically
tightening underwriting.  Credit losses have increased to 1.34% of
managed assets, versus 1.13% in the first quarter of 2007.  The
actions taken have stemmed delinquencies in the first quarter,
although losses increased as a result of higher year-end
delinquency levels and loss severity in North America.  In
addition, international operations posted higher credit losses as
a result of a maturing portfolio in Asia Pacific and weakness in
Latin America; however, losses remain in line with expectations.  
Delinquency trends in the international operation improved in the
first quarter.

In February, GMAC disclosed a restructuring plan for its North
American automotive finance operations that would consolidate 20
regional offices into five business centers in the U.S. and Canada
and reduce the workforce by approximately 930 employees.  GMAC
expects to incur a total of $65 to $85 million in restructuring
charges related to severance and other employee-related costs and
the closure of facilities. During the first quarter, GMAC incurred
$11 million of restructuring charges and the majority of the
remaining charges are expected to occur in the second half of the
year. As a result of the restructuring, GMAC expects an annual run
rate savings of approximately $175 million.

                               Insurance

GMAC's insurance business recorded net income of $132 million,
compared to net income of $143 million in the first quarter of
2007.  Results primarily reflect investments related to growth
initiatives in the U.S.

The total value of the insurance investment portfolio was
$7.2 billion at March 31, 2008, compared to $6.7 billion at
March 31, 2007.  The year-ago level reflects a dividend payment to
GMAC.  The majority of the investment portfolio is in fixed income
securities with less than 10% invested in equity securities.

On April 8, 2008, GMAC disclosed a plan related to the insurance
business that aids in maintaining the current A - (excellent)
financial strength rating issued by A.M. Best. The plan includes a
dividend by GMAC of 100% of the voting interest in the insurance
business to GMAC's shareholders, while GMAC continues to hold 100%
of the economic interest in the business.  This plan is expected
to preserve the value of the insurance operations and enable
growth initiatives to continue worldwide.

                        Real Estate Finance

ResCap reported a net loss of $859 million for the first quarter
of 2008, compared to a net loss of $910 million in the year-ago
period.  The aggressive actions taken to reduce risk and
rationalize the cost structure have favorably affected results in
the U.S. residential finance business.  These improvements,
however, were offset by significant deterioration in international
operations.  Results in the quarter are attributable to market-
driven valuation adjustments on mortgage loans held for sale, real
estate assets and mortgage related investment securities.  
Partially offsetting these losses was a $480 million gain
recognized from the retirement of $1.2 billion (face value) of
debt.

ResCap's U.S. residential finance business experienced improved
results in the first quarter 2008, compared to the prior year.  
Prime conforming loan production increased to $15.4 billion in the
first quarter of 2008, versus $9.6 billion in the year-ago period,
the servicing portfolio posted strong results and operating
expense targets were achieved.  Deterioration in the mortgage
market continues, however, driving increased charge-offs, lower
valuations and higher cost of funds.

The international mortgage business experienced a significant
decline in the first quarter 2008 related to illiquidity in the
global capital markets and weakening consumer credit in certain
markets.  This environment drove significant realized and
unrealized losses in mortgage loans held for sale and investment
securities.  As a result, ResCap has reduced the size of its
balance sheet and limited production of mortgages in overseas
markets to only those products with market liquidity.  The
business lending operation also experienced continued pressure in
the first quarter related to the decline in home sales and
residential real estate values.

Earlier this month, ResCap disclosed additional restructuring
efforts in its international business aimed to further reduce the
cost structure and change the business model to reflect current
market conditions.  In the U.K., approximately 280 positions will
be eliminated and mortgage origination activity will be reduced.  
In Continental Europe, ResCap has suspended all new mortgage
originations and refocused the business on asset management
activities.

As expected, ResCap has significant near-term liquidity
requirements, which include approximately $4 billion in unsecured
and $13 billion in secured debt maturities through the remainder
of 2008.  To meet these requirements, management is actively
pursuing various alternatives including: potential secured funding
to be provided by GMAC, ongoing and potential utilization of
available committed lines of credit, the liquidation of certain
assets, the extension of maturities and the refinancing or
modification of our existing indebtedness.  These efforts are
ongoing and have not yet been completed.

                       About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors     
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors Corp.
on December 2006.

                           *     *     *

As reported in the Troubled Company Reporter on April 25, 2008,
Moody's Investors Service downgraded GMAC LLC's senior rating to
B2 from B1; the rating remains on review for further possible
downgrade.  This action follows Moody's rating downgrade of ResCap
LLC, GMAC's wholly-owned residential mortgage unit, to Caa1 from
B2.


HAMILTON BEACH: S&P Reinstates 'B' Ratings at Company's Request
---------------------------------------------------------------
Standard & Poor's Ratings Services reinstated its 'B' corporate
credit rating on Hamilton Beach Brands Inc., and its 'B' bank loan
rating and '4' recovery rating on the company's senior secured
credit facilities, at the company's request.
     
The ratings had been withdrawn on April 21, 2008, at the company's
request.  The outlook is stable.  Approximately $155.2 million of
debt was outstanding as of Dec. 31, 2007.
     
The ratings on Glen Allen, Virginia-based Hamilton Beach reflect
the company's narrow business focus, participation in the highly
competitive small appliance industry, customer concentration, and
leveraged financial profile.  The company benefits from its
leading positions in key small-appliance categories, and its
portfolio of well-recognized brands.
     
In May 2007, Hamilton Beach entered into a $125 million term loan
to finance a one-time $110 million dividend to its parent company,
NACCO Industries Inc., as part of NACCO's plan to pursue a tax-
free spin-off of Hamilton Beach to its shareholders.  NACCO
subsequently suspended its spin-off plans in August 2007 due to
unfavorable market conditions.

"We don't expect any further substantial dividend payments to
NACCO while Hamilton Beach remains a wholly owned subsidiary, and
continue to analyze Hamilton Beach as a stand-alone entity with no
implied support from NACCO," said Standard & Poor's credit analyst
Rick Joy.
     
Hamilton Beach is a leading designer, marketer, and distributor of
small, electric, kitchen and household appliances.


HANNAH DUSTIN: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hannah Dustin Holdings, LLC
        47 Commercial Street
        Boscawen, NH 03303

Bankruptcy Case No.: 08-11081

Chapter 11 Petition Date: April 23, 2008

Court: District of New Hampshire (Manchester)

Debtor's Counsel: Jennifer Rood, Esq.
                  Email: jrood@bernsteinshur.com
                  Bernstein Shur
                  670 N. Commercial St., Ste. 108
                  P.O. Box 1120
                  Manchester, NH 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775
                  http://www.bernsteinshur.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:     $100,000 to $1 million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Peter Henenberg                Loan                  $60,000
250 Commercial St., Ste. 904
Manchester, NH 03104

Pennacook Karate               Deposit               $18,000
324 Village St.
Penacook, NH 03303

Internal Revenue Service       Estimated Income      $12,000
Special Procedure Division     Taxes
195 Commerce Way
Portsmouth, NH 03801

Dorothy Reinert, CPA           Accounting            $9,332

Hebert & Uchida, PLCC          Legal Services        $600

State of New Hampshire         Brownfield Fees       Unknown
Department of Environmental
Services


HEXCEL CORP: S&P Maintains 'B3' Corp. Rating With Stable Outlook
----------------------------------------------------------------
Moody's Investors Service affirmed Hexcel Corporation's Corporate
Family and Probability of Default ratings of Ba3, and the B1
rating of Hexcel's subordinated notes, but raised the rating on
the Secured Bank Credit Facilities to Baa3 from Ba1.  The rating
outlook remains stable.

Because about $96 million of the term loan portion of the Credit
Facilities was repaid, recovery expectations are higher under
Moody's Loss Given Default methodology and the rating on the
Credit Facilities was raised one notch to Baa3 The claim of the
Credit Facilities in the waterfall benefits from substantial
collateral, up-stream guarantees from Hexcel's material domestic
subsidiaries as well as a significant level of subordinated debt.

The Ba3 Corporate Family and Probability of Default ratings
balance the company's modest scale, significant market presence,
strong credit metrics, and favorable growth prospects with the
ongoing investment phase in its carbon fiber capacity, which
constrains prospects for near term free cash flow.

The rating also recognizes concentration aspects in Hexcel's
customer base and the cyclical nature of the build rate for new
commercial aircraft.  Recent performance demonstrates healthy
interest coverage and significantly lower leverage, and flows from
a combination of higher production rates in commercial aerospace
and wind energy, increasing percentage use of composite materials
in new aircraft, sustained margins, and the application of
proceeds from business divestitures to reduce indebtedness.

Moody's expects favorable operating trends to continue, but the
company's plan for substantial capital expenditures is likely to
result in no better than break-even free cash flow in the near
term.  Consequently, debt is not expected to be reduced.  Hexcel
could generate strong free cash flow once the heavy capital
investments begin to ebb and the build-rates for larger aircraft
progress to a normalized production level.  The ratings are
further supported by Hexcel's strong competitive position in what
is expected to be a continuing robust environment for OEM aircraft
suppliers.

While Hexcel is anticipated to generate credit metrics at levels
at or above those typical for the Ba3 rating, the rating considers
uncertainty in the pace at which the Airbus A380 (on which Hexcel
will have $3 million content per aircraft, according to the
company) and the ongoing delays in production of Boeing's B787 (on
which Hexcel will have between $1.3 million to $1.6 million of
content per aircraft, according to the company).  Also, a
shareholder activist group has proposed three alternative nominees
to Hexcel's board of directors (the shareholders meeting is
scheduled for May 8, 2008) and has further said that shareholder
value has not been maximized.  Uncertainty of future financial
policies constrains the rating.

The stable rating outlook reflects Moody's expectations for
continued healthy operating margins and revenue growth in an
ongoing robust commercial aerospace environment and is supported
by the firm's satisfactory liquidity profile despite the prospects
for break-even free cash flow in 2008.  The stable outlook also
assumes that any developments relating to the production and
delivery schedule of the A380 or B787 will have no material
negative impact on the company's margins or working capital
requirements.

Ratings upgraded with revised Loss Given Default Assessments:

  -- $125 million secured revolving credit facility, Baa3 (LGD-2,
     14%) from Ba1 (LGD-2, 22%)

  -- $87 million secured term loan, Baa3 (LGD-2, 14%) from Ba1
     (LGD-2, 22%)

Ratings affirmed with revised Loss Given Default Assessment:

  -- Corporate Family, Ba3

  -- Probability of Default, Ba3

  -- $225 million senior subordinated notes, B1 (LGD-4, 69%)

The last rating action was on April 3, 2007 at which time Hexcel's
Corporate Family and Probability of Default ratings were up-graded
to Ba3 from B1.

Hexcel Corporation, headquartered in Stamford, Connecticut, is a
leading advanced structural materials company.  It develops,
manufactures and markets lightweight, high-performance structural
materials, including carbon fibers, reinforcements, prepregs,
honeycomb, matrix systems, adhesives and composite structures,
used in commercial aerospace, space and defense, and certain
industries.  Revenues in 2007 were approximately $1.2 billion.


HOME INTERIORS: Seeks Relief Under Chapter 11 in Dallas
-------------------------------------------------------
Home Interiors & Gifts, Inc. voluntarily filed a petition under
Chapter 11 of the U.S. Bankruptcy Code to reorganize the company's
business operations and restructure its debt.  The petition was
filed in the U.S. Bankruptcy Court for the Northern District of
Texas, Dallas Division.

The company's foreign affiliates -- including Home Interiors de
Mexico, S de RL de CV; Home Interiors Services de Mexico, S.A. de
CV; and Home Interiors and Gifts of Canada, Inc. -- and its
wholly-owned subsidiary, Domistyle, Inc., are not a part of the
filing and will continue operating outside of the Chapter 11
reorganization.

Home Interiors is conducting normal business operations and is
focused on continuing to serve its decorating consultants and
directors and to returning the business to financial health and
profitability.  As provided for under the Bankruptcy Code, Home
Interiors expects to pay suppliers in full and under normal
conditions for all goods and services provided after today's
filing.  The company also expects to continue to compensate
employees and decorating consultants as usual, upon approval by
the Court of a motion filed concurrent with the Chapter 11
petition.

Home Interiors will work with its constituencies to execute
its reorganization plans with approval of the Court, and exit
bankruptcy as expeditiously as possible.  With debtor-in-
possession financing, the company will have greater financial
flexibility and sufficient liquidity to meet its obligations
during the Chapter 11 process.

Dick Lindenmuth, chief restructuring officer, said, "Home
Interiors, as well as other representative/direct sales companies,
has experienced declining sales volume in the United States in the
past decade, offset somewhat by increased sales in Mexico and
Puerto Rico.  Initiatives the company launched to spur sales and
reduce costs in recent years were not sufficient to maintain
financial health in the current operating environment.

"The board of directors believes the Chapter 11 process is the
most prudent course at this time to enable the company to
restructure its debt and align its cost structure with revenues.  
We expect to emerge from Chapter 11 with an improved balance sheet
and streamlined business operations that will provide a foundation
for future success.

"In addition, it is important to recognize the critical role our
decorating consultants and employees have played in the history of
this company and will play in our future success.  Our 100,000
consultants are the backbone of the company. We deeply appreciate
their loyalty and hard work.  We also appreciate our customers and
suppliers for their support during this process," said Lindenmuth.

Home Interiors & Gifts, Inc. is a member of the Direct Selling
Association and markets exclusive home decoration products through
its independent decorating consultants in the United States,
Puerto Rico, Mexico and Canada.

Headquartered in Carrollton, Texas, Home Interiors & Gifts Inc. --
http://www.homeinteriors.com/-- sells home accessories in North  
America.


HOME INTERIORS: Case Summary & 61 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Home Interiors & Gifts, Inc.
             1649 W. Frankford Road
             Carrollton, TX 75007

Bankruptcy Case No.: 08-31961

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Dallas Woodcraft Co., LLC                  08-31960
        DWC GP, LLC                                08-31963
        Titan Sourcing, LLC                        08-31964
        Laredo Candle Co., LLC                     08-31965
        Home Interiors de Puerto Rico, Inc.        08-31967
        HIG Holdings, LLC                          08-41855

Type of Business: The Debtors manufacture, import and distribute
                  of indoor and outdoor home decorative
                  accessories.  Types of home decor accessories
                  include framed artwork and mirrors, scented
                  candles, candle accessories, plaques, figurines,
                  planters, artificial floral arrangements, wall
                  shelves, sconces, small furniture, tableware and
                  table accessories.  See
                  http://www.homeinteriors.com/

Chapter 11 Petition Date: April 29, 2008

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtors' Counsel: Andrew E. Jillson, Esq.
                  Email: ajillson@hunton.com
                  Cameron W. Kinvig, Esq.
                  Email: ckinvig@hunton.com
                  Lynnette R. Warman, Esq.
                  Email: lwarman@hunton.com
                  Michael P. Massad, Jr., Esq.
                  Email: mmassad@hunton.com
                  Hunton & Williams, LLP
                  1445 Ross Ave., Ste. 3700
                  Dallas, TX 75202-2799
                  Tel: (214) 468-3340, (214) 979-2968,
                       (214) 468-3393, (214)979-3013
                  Fax: (214) 979-3963, (214) 855-3599
                  http://www.hunton.com/

Home Interiors & Gifts, Inc's Financial Condition:

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

A. Home Interiors & Gifts, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
UPS-SCS                        trade debt            $2,044,553
Attn: Bret Hulstine, Accounts
Receivable
12380 Morris Rd. 4th Fl.
Alpharetta, GA 30005
Tel: (623) 572-5338
Fax: (623) 561-5022

Federal Express Corp.          trade debt            $1,432,952
Attn: David Sandman
1020 Country Club
Rockwell, TX 75087
Tel: (972) 772-8007

Gaylod Opryland                trade debt            $1,432,473
Attn: Dusty Watts
2800 Orpyland Drive
Nashville, TN 37214
Tel: (615) 871-6486
Fax: (615) 871-6942

Meredith Corp.                 trade debt/royalty    $1,266,776
Attn: David Johnson            agreement
P.O. Box 730148
Dallas, TX 75373-0148
Tel: (515) 284-36574
Fax: (515) 284-3182

Asia Gift Specialty, Ltd.      trade debt            $1,033,050
Attn: John Huang
29/F Block A Shen Fang Plaza
Ren Min Nan Road
Shen Zhen 518001
Tel: (86) 139 0245 3051

Rethink All Media              trade debt            $649,196
Attn: Miller Crow
2717 McKinney Ave.
Dallas, TX 75204
Tel: (214) 720-6095
Fax: (214) 720-0355

EA Dion, Inc.                  trade debt            $405,878
Attn: Linda Sullivan
33 Franklin McKay Rd.
P.O. Box 2098
Attleboro, MA 02703-4625
Tel: (508) 222-9662
Fax: (508) 222-8418

Upper Canada Soap & Candle     trade debt            $377,405
Makers
Attn: Marg Persaud
1510A Caterpillar Road
Mississauga, ON L4X 2W9
Tel: (905) 897-1710
Fax: (905) 897-6604

Direct Export, Inc.            trade debt            $339,411
Attn: Steven Rusaw
925 22nd St., Ste.116
Plano, TX 75074
Tel: (972) 881-0055
Fax: (972) 423-4627

Freeman Decorating Co.         trade debt            $311,677
Attn: Heather Chapman
P.O. Box 650036
Dallas, TX 75265-0036
Tel: (214) 634-1463
Fax: (214) 634-2221

ColorDynamics                  trade debt            $260,254
Attn: Chris Wingo
P.O. Box 975131
Dallas, TX 75397-5131
Tel: (972) 390-6500

Commonwealth Soap & Toiletries trade debt            $253,464
Attn: Julie Bergeron
661 Quequechan St.
Fall River, MA 02721
Tel: (508) 536-2102

Sue Gragg Precious Jewels      trade debt            $250,369
Attn: Sue Gragg
P.O. Box 25244
Dallas, TX 75225
Tel: (214) 630-1422
Fax: (214) 522-9029

The Thomas Kinkade Co.         royalty agreement     $250,000
Attn: Royalty Payments (Rosa
Quezada)
P.O. Box 49253
San Jose, CA 95161-9253
Tel: (800) 366-3733
Fax: (408) 201-5681

Weaver Manufacturing Co.       trade debt            $214,374

International Art Enterprise   trade debt            $169,262

On The Edge Designs, Ltd.      trade debt            $168,882

Dell Marketing, L.P.           trade debt            $148,930

H.T. Ardinger & Sons Co.       trade debt            $147,031

R&J Creative Images, Inc.      trade debt            $145,588

B. Dallas Woodcraft Co., LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Green Bay Packaging, Inc.      trade debt            $255,679
Attn: Ben McCarthy
P.O. Box 99006
Fort Worth, TX 76199
Tel: (817) 551-1934
Fax: (817) 568-1153

Prime Hardwoods                trade debt            $229,786
Attn: Don Vann
407 S. Haskell
Dallas, TX 75226
Tel: (210) 618-8411
Fax: (214) 370-8066

Crescent Cardboard Co., LLC    trade debt            $152,556
Attn: Jeremy Cooper
33633 Treasury Center
Chicago, IL 60694-3600
Tel: (847) 537-3984
Fax: (847) 5837-7153

Chemical Coating, Inc.         trade debt            $113,049

Crown Roll Leaf, Inc.          trade debt            $58,369

Newark America                 trade debt            $53,457

Janpak, Inc.                   trade debt            $51,830

Signature Mouldings            trade debt            $51,537

Cardinal FG                    trade debt            $49,279

Aetna Glass Co.                trade debt            $46,093

Polyair Corp.                  trade debt            $42,561

Print Art                      trade debt            $28,849

Softbrands Manufacturing       trade debt            $28,686

Finch Industries               trade debt            $22,150

Specialty Coating              trade debt            $15,226

Best Press                     trade debt            $14,773

Dallas Discont Pallets, Inc.   trade debt            $13,120

Packaging Corp. of America     trade debt            $11,647

Progressive Packaging          trade debt            $11,455

Premier Die Cutting            trade debt            $11,233
Manufacturing

C. DWC GP, LLC does not have any creditors who are not insiders.

D. Titan Sourcing, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Shenzhen Wan Xun Zi Kong Co.,  trade debt            $17,765
Ltd.
Attn: Blocks A to D,
No. 7 Bldg.
Nan You Tian An Gong Ye Cun
Deng Liang Road
Nonshan District
Shenzhen, Peoples Republic of
China

E. Laredo Candle Co., LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Masterank America, Inc.        trade debt            $544,982
Attn: Rick Nelson
2 Corporate Plaza Dr.,
Ste. 125
Newport Beach, CA 92660
Tel: (630) 871-1095
Fax: (949) 719-9868

Tricorbraun                    trade debt            $386,609
Attn: Rick Prickett
8118 Interchange Parkway
San Antonio, TX 78218
Tel: (210) 666-7000
Fax: (210) 666-7050

Staff Force, Inc.              trade debt            $249,579
Attn: Luis Valdez
P.O. Box 970817
Dallas, TX 75397-0817
Tel: (956) 337-2386
Fax: (956) 712-1072

Danhil Containers II, Ltd.     trade debt            $233,794

Agilex Flavors & Fragrances    trade debt            $195,591

Klabin Fragrances              trade debt            $166,413

Anchor Hocking                 trade debt            $137,681

D&F Distributing               trade debt            $57,786

Cargill Nature Wax             trade debt            $39,811

Unilink Transportation, Inc.   trade debt            $35,750

Venture Corp.                  trade debt            $25,058

Stimpson                       trade debt            $23,232

Bates Container, Inc.          trade debt            $22,811

Baker Petrolite Polymers Div.  trade debt            $20,702

Labels Unlimited               trade debt            $20,420

Wamel Commercial, Inc.         trade debt            $19,430

Transnet                       trade debt            $18,715

Oriental Aromatics, Inc.       trade debt            $18,456

D&L Entertainment Services     trade debt            $17,523

Professional Packaging Systems trade debt            $16,823

F. Home Interiors de Puerto Rico, Inc. does not have any creditors
   who are not insiders.

G. HIG Holdings, LLC  does not have any creditors who are not
   insiders.


INTEREP NATIONAL: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Interep National Radio Sales Inc. and its debtor-affiliates
delivered to the United States Bankruptcy Court for the Southern
District of New York their schedules of assets and liabilities
disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                
   B. Personal Property            $60,342,770
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           
      Secured Claims
   E. Creditors Holding                              $659,000
      Unsecured Priority
      Claims
   F. Creditors Holding                          $144,662,299
      Unsecured Nonpriority
      Claims
                                   -----------   ------------
      TOTAL                        $60,342,770   $145,321,300

Headquartered in New York, New York, Interep National Radio Sales,
Inc. -- http://www.interep.com/-- are independent sales and
marketing companies that specialize in radio, the Internet,
television and complementary media.  With 16 offices across the
U.S., they serve radio and television station clients and
advertisers in all 50 states and beyond.  The company and 14 of
its affiliates filed for Chapter 11 protection on March 30, 2008
(Bankr. S.D.N.Y. Lead Case No.08-11079).

Erica M. Ryland, Esq., at Jones Day, represents the Debtors in
their restructuring efforts.  No Official Committee has been
appointed in the cases to date.  The Debtors selects Kurztman
Carson Consultants LLC as claims, noticing and balloting agent.


INTEREP NATIONAL: Creditors Have Until May 16 to File Claims
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York established May 16, 2008, at 5:00 p.m., as the period
within which creditors of Interep National Radio Sales and its
debtor-affiliates may file proofs of claim.

The Court set Sept. 26, 2008, at 5:00 p.m., as the last day for
claims filing of all governmental units.

All original proofs of claim must be delivered to:

   Interep Claims Processing Center
   c/o Kurtzman Carson Consultants LLC
   2335 Alaska Avenue
   El Segundo, CA 90245

Headquartered in New York, New York, Interep National Radio Sales,
Inc. -- http://www.interep.com/-- are independent sales and
marketing companies that specialize in radio, the Internet,
television and complementary media.  With 16 offices across the
U.S., they serve radio and television station clients and
advertisers in all 50 states and beyond.  The company and 14 of
its affiliates filed for Chapter 11 protection on March 30, 2008
(Bankr. S.D.N.Y. Lead Case No.08-11079).

Erica M. Ryland, Esq., at Jones Day, represents the Debtors in
their restructuring efforts.  No Official Committee has been
appointed in the cases to date.  The Debtors selects Kurztman
Carson Consultants LLC as claims, noticing and balloting agent.


JOSEPH FRONTZAK: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Joseph E. Frontzak
        dba JPF Enterprises
        13906 Golden Oak Dr.
        Homer Glen, IL 60491

Bankruptcy Case No.: 08-08580

Chapter 11 Petition Date:  April 9, 2008

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: David P Lloyd
                  Grochocinski, Grochocinski & Lloyd
                  1900 Ravinia Place
                  Orland Park, IL 60462
                  Tel (708) 226-2700
                  Fax (708) 226-9030

U.S. Trustee: William T. Neary
              Office of the U.S. Trustee, Region 11
              227 W. Monroe Street
              Suite 3350
              Chicago, IL 60606
              Tel (312)886-5785

Total Assets: 1,221,350

Total Debts: 1,200,343

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Washington Mutual Bank         open account          $89,694
Attn: Small Business Lending  
HOU-1319, 3200 SW Freeway     
Houston, TX 77027-7528

P & R Pallets                  pending lawsuit       $64,366
c/o Teller
Levit & Silvertrust PC
11 East Adams Street
Chicago, IL 60603

Citi Cards                     open account          $30,472
P. O. Box 6000
The Lakes, NV 89163-6000  

Chase Merriott Visa            open account          $29,363

HMM Pallets                    open account          $25,275  

Bank of America                open account          $22,341
P. O. Box 15184

American Express Gold          open account          $18,064

Wells Fargo Business Direct    open account          $16,316

Discover Card                  open account         $15,110

Bank of America                open account         $12,442
P. O. Box 15027

Wells Fargo Business Direct    open account          $5,885

Sears Card                     open account          $1,486

LaSalle Bank N. A.             open account            $750


JUAN TOSCANINI: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Juan Ignacio Toscanini
        450 Allendale Road
        Pasadena, CA 9110

Bankruptcy Case No.: 08-14195

Chapter 11 Petition Date:  March 31, 2008

Court: Central District Of California (Los Angeles)

Debtor's Counsel: Gail Higgins
                  433 North Camden Dr, Ste 600
                  Beverly Hills, CA 90210
                  Tel (213) 939-3163
                  Fax (323) 939-3019

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Auto Financing        Retail Installment    $1,452,978
A.C. Foell                     Contracts          
3818 E. La Palma Avenue
Anaheim, CA 92807      

Americas Servicing Co          Conventional Real       $720,000
Attention: Bankruptcy          Estate Mortgage
3476 St. View Blvd             value of
Fort Mill, SC 29715            security: $665,000

Aurora Loan Services           Real Estate             $959,999
Attn: Bankruptcy               value of
Po Box 1706                    security: $775,000             
Scottsbluff, NE 69363     

Bank of America                CreditCard               $51,657

Chase Manhattan Mtg            Real Estate           $1,100,000
Attention: Bankruptcy          value of  
8333 Ridgepoint Dr.            security: $1,050,000
Irving, TX 75063         

Citi Mortgage Inc              Real Estate
$115,838                                                            
                               value of
                               security: $475,000
                               value of
                               senior lien: $470,677

Dealer Services Corporation    Dealer Plan             $159,919
                               Servicing

HCC Surety Group               DSC, Buy For Less        $50,000
                               AFC

Home Comings Financial         Real Estate             $254,038
Attention: Bankruptcy Dept     value of
1100 Virginia Drive            security:
$775,000                                        
Fort Washington, PA 19034      value of
                               senior lien: $959,999     
                                                                                                                                                  
Home Comings Financial         Real Estate           $1,053,675
Attention: Bankruptcy Dept     value of
1100 Virginia Drive            security: $800,000                   
Fort Washington, PA 19034      value of
                               senior lien:
$203,464                                                                                 
                                                                                                                                                  
Litton Loan Servicing          Real Estate
$876,513            
Attention: Bankruptcy          value of
4828 Loop Central Drive        security : $715,000
Houston, TX 77081

Resurgent                      Real Estate            $164,178
                               value of
                               security: $715,000
                               value of
                               senior lien: $876,513
                                              
Saxon Mortgage Sercive         Real Estate            $747,150
4708 Mercantile Dr             value of
N Fortworth, TX 76137          security: $515,000    
                               value of
                               senior lien: $1,087,663                  
  

Saxon Mortgage Sercive         Real Estate             $908,544
4708 Mercantile Dr             value of
N Fortworth, TX 76137          security: $515,000    
                               value of
                               senior lien:
$179,119                        
                           
Specialized Loan Servi         Real Estate             $144,508
                               value of
                               security: $665,000
                               value of
                               senior lien: $720,000                  

Washington Mutual Mortgage     Real Estate             $940,000
Bankruptcy Dept.               value of                   
7255 Bay Meadows Way           security: $875,000                       
Jacksonville, FL 32256

Washington Mutual Mortgage      Real Estate            $796,000
Bankruptcy Dept.                value of                  
7255 Bay Meadows Way            security: $750,000
Jacksonville, FL 32256

Washington Mutual Mortgage      Real Estate            $816,000
Attention: Bankruptcy Dept.     value of
7255 Bay Meadows Way            security: $686,000      
Jacksonville, FL 32256          value of
                                senior lien: $219,759

Washington Mutual Mortgage      Real Estate            $198,394
Attention: Bankruptcy Dept.     value of
7255 Bay Meadows Way            security: $750,000
Jacksonville, FL 32256          value of
                                senior lien: $96,000     

Wells Fargo                     Real Estate
$346,938                      
Po Box 60510                    value               
Los Angeles, CA 90060           of security: $575,000
                                value of
                                senior lien: $370,798   

    
KIMBALL HILL: Organizational Meeting of Creditors on April 30
-------------------------------------------------------------
An organizational meeting in the Chapter 11 cases of Kimball
Hill Inc. and its debtor affiliates will be held on
April 30, 2008, at 1:30 p.m., at the Office of the U.S. Trustee,
at 219 South Dearborn Suite 873, in Chicago, Illinois.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The meeting notice was posted in the Web site of the Debtors'
noticing agent, Kurtzman Carson Consultants LLC.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest    
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007, reflected
total assets of $795,473,000 and total debts of $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Wants Schedules Filing Deadline Moved to June 9
-------------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois to extend,
until June 9, 2008, the deadline for them to file schedules and
statements, without prejudice to their ability to request
additional time if necessary.

Section 521 of the Bankruptcy Code and Rule 1007(c) of the
Federal Rules of Bankruptcy Procedure require a debtor to file a
schedule of assets, liabilities, and executory contracts
and unexpired leases; a statement of financial affairs; and a
list of equity security holders within 15 days.

The Debtors' proposed counsel, Ray C. Schrock, Esq., at Kirkland
and Ellis LLP, in New York, relates that the Debtors have
operations in numerous locations around the United States,
including multiple metropolitan markets in five major geographic
regions.

In addition, the Debtors estimate that more than 10,000 creditors
and other parties-in-interest will be included in the Statements
and Schedules to be filed in their Chapter 11 cases.

Mr. Schrock contends that due to the size and complexity of the
Debtors' business operations, preparing their Statements and
Schedules accurately and in sufficient detail will require
significant attention from their personnel and advisors aside  
from their regular duties in connection with running the Debtors'
business.

Since the the Debtors have reduced their workforce by more than
50% over the past year, requiring their remaining personnel to
sustain their day-to-day responsibilities and compile the
Statements and Schedules within the statutory time frame would
impose an unreasonable burden on the Debtors, Mr. Schrock avers.

Mr. Schrock assures the Court that the Debtors' creditors and
other parties-in-interest will not be harmed by the proposed
extension because even under the extended deadline, the
Statements and Schedules will be filed well in advance of any
proposed bar date or other significant milestone event in their
bankruptcy cases.

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest    
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Wants to Continue to Sell Homes Free of Liens
-----------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates ask authority from the
U.S. Bankruptcy Court for the Northern District of Illinois to
continue closing in on home sales under appropriate sales
contracts, and to establish procedures to resolve disputed
operational claims filed by various contractors.

In the ordinary course of their business, the Debtors enter into
certain contracts and option contracts to purchase land,
primarily in the form of developed lots, on which they build
homes.  The Debtors then contract with individuals for the sale,
and sometimes build-to-order construction, of residential homes.
The Debtors' ability to satisfy their existing contractual
obligations to customers and continue to contract for and
complete the construction and sale of homes, including by
acquiring land and lots, constructing homes, and transferring
title to buyers "free and clear" of liens, is the essence of the
Debtors' business and must continue without any interruption if
there is to be any prospect for a successful reorganization, Ray
C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, the
Debtors' proposed counsel, asserts.  

As of the date of bankruptcy, the Debtors were parties to
approximately 490 contracts to build and close on the sale of
homes in the various states in which they operate.  

Mr. Schrock notes that the terms of the Prepetition Sales
Contracts vary by region.  In most instances, the Prepetition
Sales Contracts require a prospective homebuyer to provide the
Debtors with a deposit on the purchase price.  If the Debtors are
unable to close on the sale of a particular home, the Debtors may
be obligated under the terms of the applicable Prepetition Sales
Contract or by law to refund a Deposit.  

In an effort to make the home buying experience easy and
seamless for their customers, the Debtors institute and adopt
certain customer-related programs designed to incentivize new
purchases, enhance customer satisfaction, sustain goodwill, and
ensure that the Debtors remain competitive.  Certain Customer
Program obligations are reflected in the Prepetition Sales
Contracts.  Among other things, the Customer Programs may include
the Debtors' agreement to pay brokers' or other closing fees on
their customers' behalf.  

The Debtors estimate an average of 180-200 closings per month in
five different states.

                   Operational Lien Claimants

As part of their homebuilding operations, the Debtors rely on,
and routinely contract with, a number of third parties, including
contractors, subcontractors, and suppliers, who may be able to
assert liens against their property to secure payment for certain
prepetition goods and services or other claims.  Specifically,
many of the holders of Operational Lien Claims have rights under
applicable state law to assert and perfect tax, construction,
materialmens,' mechanics,' or any other or similar claims that
have given or could give rise to liens against the Debtors'
property, which attach to the Debtors' homes and related real
property.  The Debtors maintain that the materials and services
provided by the Operational Lien Claimants are essential to their
reorganization, and that the need to be able to sell homes free
and clear of Operational Liens is of paramount importance to
their ongoing operations.

Pursuant to Section 362(b)(3) of the U.S. Bankruptcy Code, the act
of perfecting Operational Liens, to the extent consistent with
Section 546(b) of the Bankruptcy Code, is expressly excluded from
the automatic stay.  Under Section 546(b) of the Bankruptcy
Code, a debtor's lien avoidance powers are "subject to any
generally applicable law that . . . permits perfection of an
interest in property to be effective against an entity that
acquires rights in such property before the date of perfection .
. ."

Notwithstanding the automatic stay imposed by section 362 of the
Bankruptcy Code, Operational Lien Claimants may be entitled to
assert and perfect Operational Liens against the Debtors' property
during these Chapter 11 cases.

The Debtors inform the Court that, historically they have been
able to sell homes without first clearing each and every
Operational Lien Claim because their Title Insurers accepted the
agreement of Kimball Hill to indemnify them from and against any
valid Lien Claims.  However, if the Debtors are in Chapter 11,
the Title Insurers likely will be unwilling to solely rely upon
the indemnity going forward.

                         Lender Liens

The Debtors' properties are also subject to liens arising from
their prepetition secured financing facility.  The Debtors and
certain lenders from time to time, specifically on Aug. 10, 2007,
are parties to an Amended and Restated Credit Agreement.  The
Credit Agreement provides for security interests in the form of
first priority liens, mortgages, and other security interests in
substantially all of the Debtors' real property, including certain
unsold homes.

The Debtors seek the Court's authority to:

   (a) continue to close on sales of homes under Prepetition
       Sales Contracts and to continue to contract for the
       construction and sale of homes in the ordinary course of
       business;

   (b) honor their obligations to homebuyers under Prepetition
       Sales Contracts, including to refund Deposits or provide
       other customer incentives consistent with their business
       practices;

   (c) sell homes and lots to their customers free and clear of
       all liens, claims, encumbrances, and other interests,
       including operational liens, and lender liens.

The Agent, on behalf of the Debtors' Prepetition Secured Lenders,
has consented to the Debtors' request.

               Proposed Operational Lien Procedures

To protect the rights of Operational Lien Claimants, the Debtors
propose to establish uniform procedures for the resolution and
payment of Operational Lien Claims secured by valid and
enforceable Operational Liens.  The Debtors further seek the
Court's authority to:

   (b) establish the Lien Procedures for resolving disputed  
       Operational Lien Claims;

   (a) satisfy Operational Liens out of the proceeds of home
       sales, pursuant to the established procedures;

   (c) use proceeds of the home sales in the ordinary course
       of business, including to purchase land and lots, subject
       to the Lien Procedures and as permitted under the terms of
       the proposed debtor in possession financing; and

   (g) proceed immediately with the sale of homes and
       establishment of the Lien Procedures.

The Debtors assert that the proposed Operational Lien Procedures
will facilitate their ability to continue to conduct their
business, while protecting the interests of all affected parties.

The Debtors represent that they have sufficient availability of
funds to pay the amounts described in the ordinary course of
business by virtue of cash reserves, expected cash flows from
ongoing business operations and anticipated access to debtor in
possession financing.  Also, Debtors represent that checks or
wire transfer requests under their Cash Management System can be
readily identified as relating to an authorized payment with
respect to Operational Lien Claims.

The Debtors further ask the Court to direct all financial
institutions with which they maintain bank accounts to receive,
process, honor and pay any and all checks or wire transfer
requests in respect of Operational Lien Claims.

                          *     *     *

The Court has scheduled a hearing on May 13, 2008, to consider the
Debtors' request on a final basis.

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest    
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KODIAK CDO: Moody's Cuts Ratings on Credit Decline and Defaults
---------------------------------------------------------------
Moody's Investors Service downgraded notes issued by CDOs with
significant exposure to residential mortgage Real Estate
Investment Trust Trust Preferred Securities and homebuilder
securities.

These rating actions were prompted by continued credit
deterioration and defaults in the residential mortgage REIT and
homebuilder sectors.  The CDOs listed below have significant
exposure to these sectors, ranging from approximately 25% to 50%
of their aggregate portfolio balances.  These rating actions also
reflect uncertainties over final workout values, which are
expected to be low, for defaulted assets in the underlying
collateral pool.  Moody's outlook for REIT TRUP CDOs is negative
for 2008.

Moody's will continue to monitor developments in the specialty
mortgage area and update the ratings of affected CDOs accordingly.

Issuer: Attentus CDO I, Ltd.

Class Description: $280,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due May 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $20,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due May 2036

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

Class Description: $65,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due May 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2 on review for possible downgrade

Class Description: $10,000,000 Class C-1 Fourth Priority
Deferrable Secured Floating Rate Notes Due May 2036

  -- Current Rating: B3
  -- Prior Rating: Aa3 on review for possible downgrade

Issuer: Attentus CDO II, Ltd.

Class Description: $235,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2041, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041, Downgraded to Aa3 from Aaa

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

Class Description: $55,000,000 Class A-3A Third Priority Senior
Secured Floating Rate Notes Due 2041, Downgraded to A1 from Aaa

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

Class Description: $5,000,000 Class A-3B Third Priority Senior
Secured Fixed/Floating Rate Notes Due 2041, Downgraded to A1 from
Aaa

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

Class Description: $20,000,000 Class B Fourth Priority Deferrable
Secured Floating Rate Notes Due 2041, Downgraded to Ba3 from Aa2

  -- Current Rating: Ba3
  -- Prior Rating: Aa2 on review for possible downgrade

Class Description: $32,000,000 Class C Fifth Priority Deferrable
Secured Floating Rate Notes Due 2041, Downgraded to Caa3 from A2

  -- Current Rating: Caa3
  -- Prior Rating: A2 on review for possible downgrade

Class Description: $22,000,000 Type I Composite Notes Due 2041

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

Issuer: Attentus CDO III, Ltd.

Class Description: $100,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes Due 2042, Downgraded to Aa1 from Aaa

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

Class Description: $100,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2042, Downgraded to Aa3 from Aaa

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

Class Description: $34,000,000 Class B Fourth Priority Deferrable
Secured Floating Rate Notes Due 2042, Downgraded to Baa1 from Aa2

  -- Current Rating: Baa1
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $16,000,000 Class C-1 Fifth Priority Deferrable
Secured Floating Rate Notes Due 2042, Downgraded to Ba1 from A2

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

Class Description: $15,000,000 Class C-2 Fifth Priority Deferrable
Secured Fixed/Floating Rate Notes Due 2042, Downgraded to Ba1 from
A2

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

Issuer: Kodiak CDO I, Ltd.

Class Description: $338,500,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2037, Downgraded to Aa1 from Aaa

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

Class Description: $103,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2037, Downgraded to Aa3 from Aaa

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

Class Description: $83,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2037, Downgraded to Aa3 from Aa1

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

Class Description: $30,000,000 Class C Fourth Priority Secured
Deferrable Floating Rate Notes Due 2037, Downgraded to Ba1 from
Aa3

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

Issuer: Taberna Preferred Funding II, Ltd.

Class Description: Class A-1a, Downgraded to A3 from Aaa; Placed
Under Review for further Possible Downgrade

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

Class Description: Class A-1b, Downgraded to A3 from Aaa; Placed
Under Review for further Possible Downgrade

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

Class Description: Class A-1c, Downgraded to A3 from Aaa; Placed
Under Review for further Possible Downgrade

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

Class Description: Class B, Downgraded to Ba3 from Aa2; Placed
Under Review for further Possible Downgrade

  -- Current Rating: Ba3, on review for possible downgrade
  -- Prior Rating: Aa2, on review for possible downgrade

Issuer: Taberna Preferred Funding III, Ltd.

Class Description: $188,500,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $ 210,000,000 Class A-1B First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $ 10,000,000 Class A-1C First Priority Senior
Secured Fixed/Floating Rate Notes Due 2036

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $ 38,500,000 Class A-2A Second Priority Senior
Secured Floating Rate Notes Due 2036

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

Class Description: $ 91,250,000 Class B-1 Fourth Priority Secured
Floating Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $ 7,500,000 Class B-2 Fourth Priority Secured
Fixed/Floating Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Issuer: Taberna Preferred Funding IV, Ltd.

Class Description: $313,350,000 Class A-1 First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $ 81,450,000 Class B-1 Fourth Priority Secured
Floating Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $ 7,000,000 Class B-2 Fourth Priority Secured
Fixed Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Issuer: Taberna Preferred Funding V, Ltd.

Class Description: $100,000,000 Class A-1LA Floating Rate Notes
Due August 2036-1, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $250,000,000 Class A-1LAD Delayed Draw Floating
Rate Notes Due August 2036, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $60,000,000 Class A-1LB Floating Rate Notes Due
August 2036, Downgraded to Aa3 from Aaa

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

Class Description: $90,000,000 Class A-2L Deferrable Floating Rate
Notes Due August 2036, Downgraded to Ba2 from Aa3

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

Issuer: Taberna Preferred Funding VI, Ltd.

Class Description: $50,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $305,000,000 Class A-1B First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $90,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2036

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

Class Description: $18,000,000 Class B Third Priority Secured
Floating Rate Notes Due 2036

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

Class Description: $97,000,000 Class C Fourth Priority Secured
Floating Rate Notes Due 2036

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

Issuer: Taberna Preferred Funding VII, Ltd.

Class Description: $350,000,000 Class A-1LA Floating Rate Notes
Due February 2037, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $120,000,000 Class A-1LB Floating Rate Notes
Due February 2037, Downgraded to Aa3 from Aaa

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

Class Description: $25,000,000 Class A-2LA Floating Rate Notes Due
February 2037, Downgraded to A2 from Aa2

  -- Current Rating: A2
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $50,000,000 Class A-2LB Deferrable Floating
Rate Notes Due February 2037, Downgraded to Ba2 from Aa3

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

Issuer: Trapeza CDO X, Ltd.

Class Description: $268,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2041

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $69,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $31,000,000 Class B Third Priority Secured
Deferrable Floating Rate Notes Due 2041

  -- Current Rating: Baa3
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $21,000,000 Class C-1 Fourth Priority Secured
Deferrable Floating Rate Notes Due 2041

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

Class Description: $35,000,000 Class C-2 Fourth Priority Secured
Deferrable Fixed/Floating Rate Notes Due 2041

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

Class Description: $20,000,000 Composite Notes Due 2041

  -- Current Rating: Baa3
  -- Prior Rating: Aa2, on review for possible downgrade


LE-NATURE'S INC: Former Accounting Head Pleads Guilty to Fraud
--------------------------------------------------------------
Tammy Andreycak, former Director of Accounting for Le-Nature's,
Inc., pleaded guilty before a federal court in Pittsburgh,
Pennsylvania, to charges of bank fraud, wire fraud, conspiracy and
aiding in the preparation of false income tax returns, the office
of the U.S. Attorney for the Western District of Pennsylvania
disclosed.

Mr. Andreycak pleaded guilty to four felony counts before the
Honorable Alan N. Bloch of the U.S. District Court for the
Western District of Pennsylvania.  All of the charges relate to
Le-Nature's operations between 2003 and its bankruptcy in late
2006.

After the pleas were entered, U.S. Attorney Mary Beth Buchanan
said, "The Le-Nature's company was falsely portrayed in financial
statements and presentations to financial institutions as a
successful, growing business.  Victims misled by this massive
scheme were defrauded of sums that we anticipate will exceed $500
million.  The guilty pleas today come in the first criminal
prosecution of a participant in this elaborate fraud scheme. Our
investigation will continue to move forward to bring to justice
others who have enabled the scheme to succeed for many years."

In connection with the guilty pleas, the court was advised that in
her position as Director of Accounting, Mr. Andreycak created
false accounting records at the direction of Le-Nature's CEO.  
Fictitious sales, expenses and assets creating the appearance that
the company was financially robust were all recorded in a set of
books kept separately from the books used for actual business
activity.  The false records were supplied to accountants and were
used to prepare the company's audited financial statements and tax
returns.

According to Ms. Buchanan, instead of being financially strong,
Le-Nature's was struggling to pay its bills and depending on ever-
increasing extensions of credit to remain afloat.  Exemplifying
the falsity of the company's records, its reported gross sales for
2005 in the amount of approximately $287 million included a total
of nearly $247 million of fabricated sales documented by both
false invoices and false deposit records.  The phony financial
data compiled by Mr. Andreycak was used by Le-Nature's management
to defraud lenders, including Wachovia Bank, NA and AIG Capital
Equipment Finance.  Between these two, losses amounted to
approximately $305 million, for which Mr. Andreycak accepted
responsibility in her guilty plea.  Mr. Andreycak agreed to
cooperate with the government's continuing investigation into
additional transactions.

Judge Bloch scheduled sentencing for July 24, 2008 at 1:30 p.m.  
The law provides for a total sentence of 58 years in prison, a
fine of $1,750,000, or both.  Under the Federal Sentencing
Guidelines, the actual sentence imposed will be based upon the
seriousness of the offenses and the criminal history, if any, of
the defendant.

Pending sentencing, the court released Mr. Andreycak on $100,000
unsecured bond.

Assistant United States Attorney James Y. Garrett is prosecuting
the case.  The United States Postal Inspection Service and the
Internal Revenue Service, Criminal Investigation, conducted the
investigation that led to the prosecution of Mr. Andreycak.

                        About Le-Nature's

Based in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge M. Bruce McCullough
converted Le Nature's Inc.'s case to a chapter 11 proceeding and
appointed a chapter 11 trustee to manage the Debtors' affairs.

The Debtors' cases are jointly administered.  The Debtors'
schedules filed with the Court showed $40 million in total assets
and $450 million in total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represent
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.


LIFEPOINT HOSPITALS: Fitch Holds 'BB-' Rating on Strong Margins
---------------------------------------------------------------
Fitch Ratings affirmed these ratings for LifePoint Hospitals,
Inc.:

  -- Issuer Default Rating (IDR) 'BB-';
  -- Secured bank credit facility 'BB-';
  -- Senior subordinated convertible notes 'B'.

The Rating Outlook is Stable.

LifePoint's ratings continue to reflect relatively strong EBITDA
margins and improvement in free cash flow balanced against high
levels of bad debt and increasing operating expenses.  Free cash
flow improved from $46.4 million in 2006 to $99 million in 2007
and margins increased from 1.90% to 3.76%.  In addition, total
debt outstanding declined from approximately $1.67 billion to
$1.52 billion during the same period.  Fitch expects some
deterioration in the leverage ratio in 2008 as LifePoint becomes
more acquisitive and completes the $150 million share repurchase
program that was instituted in November 2007.

LifePoint has improved its credit metrics through debt reduction
and lower interest expense.  However, Fitch expects moderate
deterioration in the leverage ratio and EBITDA margins as
LifePoint returns to the acquisition market in 2008.  Further
concerns for the credit profile are the persistent industry trends
of growing bad debt and an increase in the uninsured population.   
For fiscal year-end 2007 and 2006, bad debt as a share of revenue
was 11.9% and 10.9% respectively.  Along with industry-related
issues, LifePoint experienced volume declines with the same-store
equivalent admissions growth slowing from 0.9% to 0.5%.  This may
partially be due to the late flu season as well as market-specific
challenges.

LifePoint had debt of approximately $1.52 billion outstanding at
Dec. 31, 2007, with $318.7 million available under the credit
facility and $53.1 million in cash on the balance sheet.  The bank
indenture provides additional tranches of $100 million under the
revolver, $400 million under the term facility, and the
flexibility to issue $250 million of a new term facility.  The
credit agreement for the $706 million senior term facility and the
revolver maturing 2012 and the indenture for the $575 million and
$225 million convertible subordinated notes maturing 2014 and 2025
contain change of control provisions.  The bank indenture also
includes limitations on additional debt and other transactions and
contains financial covenants allowing for minimum interest
coverage of 3.5 to 1 and maximum leverage of 4.25 to 1 in 2008
with a step-down to 4 to 1 in 2009.  There are also limitations on
capital expenditures of no more than 10% of revenues.

LifePoint's latest twelve months EBITDA ended Dec. 31, 2007 was
$459.3 million, resulting in leverage (total debt EBITDA) of 3.30
times and interest coverage (EBITDA total gross interest) of
4.72x.  The company's LTM free cash flow was $99 million at
Dec. 31, 2007.  Fitch expects free cash flow to moderately decline
in 2008.  The debt maturity schedule appears to be manageable for
LifePoint with no significant maturities until 2011, with
$529.9 million due.


LONG BEACH: Fitch Downgrades Ratings on Various Classes of Certs.
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Long Beach
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $1.9 billion and downgrades total
$312.7 million.  Additionally, $8.8 million was placed on Rating
Watch Negative.

Long Beach 2003-1

  -- $41.2 million class A-1 affirmed at 'AAA';
  -- $76.9 million class M-2 downgraded to 'BBB+' from 'A';
  -- $14.6 million class M-3 affirmed at 'B-/DR1';
  -- $6.9 million class M-4 revised to 'C/DR6' from C/DR5';

Deal Summary

  -- Originators: Long Beach (100%)
  -- 60+ day Delinquency: 18.24%
  -- Realized Losses to date (% of Original Balance): 2.19%

Long Beach 2003-2

  -- $50.6 million class M-1 affirmed at 'AA';
  -- $7.5 million class M-2 downgraded to 'BBB' from 'A';
  -- $1.8 million class M-3 downgraded to 'BB' from 'BBB+';
  -- $2.7 million class M-4 affirmed at 'B';
  -- $2.0 million class M-5 downgraded to 'C/DR5' from 'CCC/DR1';

Deal Summary

  -- Originators: Long Beach (100%)
  -- 60+ day Delinquency: 24.47%
  -- Realized Losses to date (% of Original Balance): 3.06%

Long Beach 2003-3

  -- $50.5 million class M-1 affirmed at 'AA';
  -- $18.9 million class M-2 downgraded to 'BBB' from 'A';
  -- $7.7 million class M-3 affirmed at 'B';
  -- $3.9 million class M-4 downgraded to 'C/DR6' from 'CC/DR3';

Deal Summary

  -- Originators: Long Beach (100%)
  -- 60+ day Delinquency: 24.83%
  -- Realized Losses to date (% of Original Balance): 2.74%

Long Beach 2003-4

  -- $33.9 million class AV-1 affirmed at 'AAA';
  -- $126.5 million class M-1 affirmed at 'AA';
  -- $49.0 million class M-2 affirmed at 'A';
  -- $7.0 million class M-3 downgraded to 'BBB' from 'A-';
  -- $6.2 million class M-4A downgraded to 'BB+' from 'BBB+';
  -- $1.4 million class M-4F downgraded to 'BB+' from 'BBB+';
  -- $4.7 million class M-5A downgraded to 'B' from 'BB+';
  -- $1.4 million class M-5F downgraded to 'B' from 'BB+';
  -- $9.9 million class M-6 downgraded to 'C/DR5' from 'CCC/DR1';

Deal Summary

  -- Originators: Long Beach (100%)
  -- 60+ day Delinquency: 15.91%
  -- Realized Losses to date (% of Original Balance): 1.90%

Long Beach 2004-1

  -- $45.3 million class A-1 affirmed at 'AAA';
  -- $4.5 million class A-2 affirmed at 'AAA';
  -- $123.8 million class M-1 affirmed at 'AAA';
  -- $112.5 million class M-2 affirmed at 'AA+';
  -- $67.5 million class M-3 affirmed at 'AA';
  -- $67.5 million class M-4 affirmed at 'A+';
  -- $56.2 million class M-5 affirmed at 'A';
  -- $36.3 million class M-6 affirmed at 'A-';
  -- $14.5 million class M-7 affirmed at 'BBB+';
  -- $11.6 million class M-8 affirmed at 'BBB';
  -- $16.5 million class M-9 affirmed at 'BBB-';
  -- $10.5 million class B affirmed at 'BB+';

Deal Summary

  -- Originators: Long Beach (100%)
  -- 60+ day Delinquency: 13.54%
  -- Realized Losses to date (% of Original Balance): 1.19%

Long Beach 2004-2

  -- $30.7 million class A-1 affirmed at 'AAA';
  -- $87.3 million class M-1 affirmed at 'AA';
  -- $45.6 million class M-2 affirmed at 'A+';
  -- $22.8 million class M-3 affirmed at 'A';
  -- $11.6 million class M-4 downgraded to 'BBB+' from 'A-';
  -- $5.6 million class M-5 downgraded to 'BBB' from 'BBB+';
  -- $5.0 million class M-6 downgraded to 'BB' from 'BBB';
  -- $7.0 million class M-7 downgraded to 'B' from 'BB-';
  -- $4.1 million class B downgraded to 'C/DR5' from 'CCC/DR1';

Deal Summary

  -- Originators: Long Beach (100%)
  -- 60+ day Delinquency: 17.17%
  -- Realized Losses to date (% of Original Balance): 1.45%

Long Beach 2004-3

  -- $48.6 million class A-1 affirmed at 'AAA';

  -- $55.0 million class M-1 affirmed at 'AA+';

  -- $60.0 million class M-2 affirmed at 'AA';

  -- $30.0 million class M-3 affirmed at 'AA-';

  -- $30.0 million class M-4 affirmed at 'A+';

  -- $30.0 million class M-5 affirmed at 'A';

  -- $23.9 million class M-6 affirmed at 'A-';

  -- $8.1 million class M-7 affirmed at 'BBB+';

  -- $8.6 million class M-8 affirmed at 'BBB';

  -- $8.8 million class M-9 rated 'BBB-', placed on Rating Watch
     Negative;

Deal Summary

  -- Originators: Long Beach (100%)
  -- 60+ day Delinquency: 20.60%
  -- Realized Losses to date (% of Original Balance): 1.34%

Long Beach 2004-4

  -- $23.2 million class I-A1 affirmed at 'AAA';
  -- $74.8 million class M1 affirmed at 'AA+';
  -- $72.1 million class M2 affirmed at 'AA+';
  -- $46.2 million class M3 affirmed at 'AA';
  -- $38.1 million class M4 affirmed at 'AA-';
  -- $31.3 million class M5 affirmed at 'A+';
  -- $34.0 million class M6 affirmed at 'A';
  -- $29.9 million class M7 downgraded to 'BBB' from 'A-';
  -- $23.1 million class M8 downgraded to 'BBB-' from 'BBB+';
  -- $23.1 million class M9 downgraded to 'BB' from 'BBB';
  -- $12.6 million class M10 downgraded to 'BB-' from 'BBB-';

Deal Summary

  -- Originators: Long Beach (100%)
  -- 60+ day Delinquency: 23.84%
  -- Realized Losses to date (% of Original Balance): 1.25%

Long Beach 2004-5

  -- $45.9 million class A-1 affirmed at 'AAA';
  -- $27.9 million class A-5 affirmed at 'AA+';
  -- $22.8 million class A-6 affirmed at 'AA';
  -- $15.2 million class M1 affirmed at 'AA-';
  -- $22.8 million class M2 downgraded to 'A-' from 'A+';
  -- $10.2 million class M3 downgraded to 'BBB' from 'A';
  -- $9.3 million class M4 downgraded to 'BBB-' from 'A-';
  -- $2.5 million class M5 downgraded to 'BB+' from 'BBB+';
  -- $4.2 million class M6 downgraded to 'B+' from 'BB+';
  -- $1.8 million class M7 affirmed at 'B';

Deal Summary

  -- Originators: Long Beach (100%)
  -- 60+ day Delinquency: 18.66%
  -- Realized Losses to date (% of Original Balance): 0.93%

Long Beach 2004-6

  -- $49.3 million class I-A2 affirmed at 'AAA';

Deal Summary

  -- Originators: Long Beach (100%)
  -- 60+ day Delinquency: 28.15%
  -- Realized Losses to date (% of Original Balance): 1.39%


MAGUIRE PROPERTIES: Special Committee Spurns CEO's Buyout Offer
---------------------------------------------------------------
The special committee of independent directors of Maguire
Properties Inc. has rejected a proposal by Robert F. Maguire III,
the company's chief executive, to acquire 75% of the company, The
Wall Street Journal relates.

On April 28, the special committee received an expression of
interest from Mr. Maguire to pursue a plan involving multiple
transactions including:

   (a) the disposition, in several separate but inter-conditional
       transactions by Maguire with different parties of
       substantially all of its non-Orange County assets;

   (b) a special cash distribution to Maguire shareholders
       principally funded from the net proceeds of such
       dispositions;

   (c) a cash tender offer by Mr. Maguire for approximately 75% of
       the company at a price presented as giving effect to
       the asset dispositions and special distribution; and

   (d) retention by Maguire shareholders of a "stub interest" in
       Maguire.

Mr. Maguire has ascribed a nominal value of $21 per share,
consisting of an approximately $18.18 per share special cash
distribution by the company, a cash tender by Mr. Maguire of $2.82
per share for approximately 75% of the company's outstanding
common stock at $2.23 per share on a pro rata basis and $0.59 per
share in attributed value of the retained common equity.

According to WSJ quoting Dave Rodgers, an analyst at RBC Capital
Markets: "I don't think investors would approve it, if it did in
fact get further down the road."  

The company's shares dropped 2.6% to $16.62 as of 4 p.m. Monday in
New York Stock Exchange composite trading amid concerns that the
plan is a last-minute attempt by Mr. Maguire to continue his reign
over the company he built, WSJ states.

WSJ adds that the committee would work with the chief executive in
"firming up" the plan.  The agreement would require approval by
two thirds of the company's outstanding stock, the report notes.

                About Maguire Properties Inc.

Based in Los Angeles, California, Maguire Properties Inc.
(NYSE:MPG) -- http://www.maguireproperties.com/-- owns and      
operates Class A office properties in the Los Angeles central
business district and is focused on owning and operating office
properties in the Southern California market.  Maguire Properties
Inc. is a full-service real estate company with substantial in-
house expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 8, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Maguire Properties Inc. and Maguire Properties L.P. to
'B+' from 'BB-'.  At the same time, S&P raised its bank loan
rating on Maguire Properties L.P.'s $130 million revolving credit
facility to 'BB' and raised its recovery rating on this facility
to '1' from '4'.  Finally, S&P revised its outlook on the company
to negative from stable.


MERITAGE MORTGAGE: Fitch Cuts Ratings on A Total of $35.6MM Certs.
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on Meritage Mortgage
Loan Trust mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are now removed.  Affirmations total $114.4 million and
downgrades total $35.6 million.

Meritage Mortgage Loan Trust 2003-1

  -- $18.2 million class M-1 affirmed at 'AA';
  -- $5.0 million class M-2 affirmed at 'A+';
  -- $1.4 million class M-3 affirmed at 'BB';
  -- $1.3 million class M-4 affirmed at 'B';
  -- $1.3 million class M-5 revised to 'CCC/DR2' from 'CCC/DR1';
  -- $1.5 million class M-6 downgraded to 'C/DR5' from 'CCC/DR2';
  -- $0.5 million class M-7 revised to 'C/DR6' from C/DR5';

Deal Summary

  -- Originators: Meritage Mortgage Corporation (100%)
  -- 60+ day Delinquency: 20.95%
  -- Realized Losses to date (% of Original Balance): 3.43%

Meritage Mortgage Loan Trust 2004-1

  -- $31.4 million class M-1 affirmed at 'A-';
  -- $2.1 million class M-2 affirmed at 'BB+';
  -- $1.6 million class M-3 affirmed at 'B';
  -- $1.8 million class M-4 affirmed at 'B';
  -- $1.6 million class M-5 downgraded to 'CC/DR3' from 'CCC/DR1';
  -- $1.8 million class M-6 downgraded to 'C/DR5' from 'CCC/DR1';
  -- $1.7 million class M-7 revised to 'C/DR6' from C/DR5';
  -- $0.0 million class M-8 remains at 'C/DR6';
  -- $0.0 million class B-1 remains at 'C/DR6';

Deal Summary

  -- Originators: Meritage Mortgage Corporation (100%)
  -- 60+ day Delinquency: 33.85%
  -- Realized Losses to date (% of Original Balance): 3.41%

Meritage Mortgage Loan Trust 2004-2

  -- $1.2 million class M-1 affirmed at 'AA+';
  -- $30.3 million class M-2 affirmed at 'AA+';
  -- $20.2 million class M-3 affirmed at 'AA';
  -- $14.7 million class M-4 downgraded to 'A-' from 'AA-';
  -- $3.9 million class M-5 downgraded to 'BB+' from 'A+';
  -- $3.6 million class M-6 downgraded to 'B' from 'A';
  -- $3.6 million class M-7 downgraded to 'B' from 'BB+';
  -- $3.6 million class M-8 downgraded to 'C/DR5' from 'B';
  -- $3.8 million class M-9 revised to 'C/DR6' from C/DR2';
  -- $3.4 million class M-10 revised to 'C/DR6' from C/DR3';

Deal Summary

  -- Originators: Meritage Mortgage Corporation (100%)
  -- 60+ day Delinquency: 45.77%
  -- Realized Losses to date (% of Original Balance): 2.74%


MICHELLE JODOIN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Michelle L. Jodoin
        3005 Falmouth Drive
        Chesapeake, VA 23321

Bankruptcy Case No.: 08-71148

Chapter 11 Petition Date: April 7, 2008

Court: Eastern District of Virginia

Judge: Stephen C. St. John

Debtor's Counsel: Kelly Megan Barnhart
                  (kbarnhart@mclfirm.com)
                  Marcus Crowley & Liberatore, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501

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

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
City of Chesapeake             Personal Property     $26,000
Treasurer's Office             Taxes and Real
PO Box 16495                   Estate Taxes for
Chesapeake, VA 23328-6495      2006 & 2007

Gross System, Inc.             Business Debt         $15,000
4876-118 Princess Anne Rd.
Virginia Beach, VA
23462-4423

FIA Card Services                                    $11,975
P.O. Box 15726
Wilmington, DE 19886-5726

Chartway FCU                                         $10,339

Chase                                                $8,897

American Express                                     $7,500

Erie General Electric                                $6,181

Western Branch Family Chiro                          $5,280

Capitol One, FSB                                     $4,230

Collins Asphalt Inc.           Judgment Entered      $4,100
                               on July 17, 2007
                               by Chesapeake
                               General District
                               Court

FIA Card Services                                    $3,603
c/o Wachovia

Bank of America                                      $3,530

Wal-Mart                                             $2,450

GE Premier Line of Credit                            $2,190

GE Consumer Finance                                  $1,654

Wells Fargo                                          $940

JC Penney                                            $189

Macy's Retail Holdings Inc.                          $126


MOHAMMAD KADER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Mohammad Kader
        Lina Kader

Bankruptcy Case No.: 08-24301

Chapter 11 Petition Date: April 4, 2008

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Timothy J. Walsh
                  1319 Travis Blvd
                  Fairfield, CA 94533
                  Tel: (707) 429-1990

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.


MOVIE GALLERY: Delays SEC Filing of 2007 Annual Report
------------------------------------------------------
Thomas D. Johnson, Jr., chief financial officer of Movie Gallery
Inc., notified the U.S. Securities and Exchange Commission that
the company could not file its Form 10K for the year ended Jan. 6,
2008, without unreasonable effort or expense, due to competing
demands related to its reorganization efforts, including:

   * identifying and closing certain of its underperforming video
     rental stores;

   * finalizing necessary financing arrangements within the
     Company's accounting and finance organization to enable it
     to exit from Chapter 11; and

   * reviewing inventories, leases, goodwill and other assets for
     possible impairment charges.

Mr. Johnson disclosed that Ernst & Young LLP, the company's
independent registered public accounting firm, has informed the
company's Audit Committee that its report on the company's
consolidated financial statements may include an explanatory
paragraph indicating that substantial doubt exists as to the
company's ability to continue as a going concern in the event
that the report is delivered prior to the effective date of the
Plan.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Plan of Reorganization of Movie Gallery and its
debtor affiliates on April 9, 2008.

Movie Gallery does not intend to include any adjustments to its
financial statements to reflect the possible future effects that
may result from the uncertainty of its ability to continue as a
going concern, Mr. Johnson says.

In light of its late filing, Movie Gallery delivered on
April 21, 2008, a notice to the parties and lenders of the
$150,000,000 secured superpriority debtor-in-possession credit
and guaranty agreement, relating to, among other things, Movie
Gallery's inability to comply with the requirement under the DIP
Credit Agreement to deliver audited financials.

Parties to the DIP Credit Agreement include Movie Gallery;
certain of its subsidiaries as Guarantors; Goldman Sachs Credit
Partners L.P., as Lead Arranger and Syndication Agent; and The
Bank of New York, as Administrative Agent and Collateral Agent.

Mr. Johnson relates that Movie Gallery has 30 days from
April 21, 2008 to deliver its audited financials before an event
of default occurs under the DIP Credit Agreement.

Movie Gallery continues to work with its auditors to complete the
audit for fiscal year 2007, Mr. Johnson asserts.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kurtzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Court confirmed the Debtors' Second Amended Chapter
11 Plan of Reorganization on April 9, 2008.  (Movie Gallery
Bankruptcy News Issue No. 26; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Court OKs Rejection of 177 MG US & Hollywood Leases
------------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Movie Gallery Inc. and its
debtor-affiliates to reject 177 unexpired non-residential real
property leases by Movie Gallery and Hollywood Entertainment
Corporation.

A complete schedule is available for free at:

              http://researcharchives.com/t/s?2b53

Counterparties and lessors under the rejected leases must file
claims arising from rejection damages by the later of:

   (a) 30 days after the entry of the Rejection Order; or
   (b) 30 days after the Effective Date of Lease rejection.

As reported in the Troubled Company Reporter on April 16, 2008,
the Debtors notified parties-in-interest that they will reject
around 320 leases nationwide.  Judge Tice previously directed the
Debtors to notify the landlords and parties-in-interest of any
lease abandonment to allow third parties to retrieve any property
deemed for abandonment prior to the effective dates of lease
rejection.

To beef up the profitability of the leases, the Debtors generally
attempted to negotiate rent concessions with counterparties to the
leases; however, the financial performance under these leases
remained either unprofitable or was projected to be unprofitable
in the future.

The Debtors explained that, as of the effective dates of
rejection, they are deemed to have abandoned any furniture,
fixtures, equipment, inventory and other personal property to the
leases without any administrative expense liability to their
landlords for rental charges or occupancy of the leased premises.

The landlords may, in their sole discretion and without further
notice, dispose of any abandoned property without liability to
the Debtors or any third party claiming any interest to the
property.  To the extent applicable, the automatic stay is
modified to allow the disposition.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Court confirmed the Debtors' Second Amended Chapter
11 Plan of Reorganization on April 9, 2008.  (Movie Gallery
Bankruptcy News Issue No. 26; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Wants to Assume 3,060 Unexpired Property Leases
--------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
assume 3,060 unexpired nonresidential real property leases as of
May 12, 2008, if the effective date of the Debtors' Second Amended
Joint Plan of Reorganization has not occurred by May 12.

The Debtors filed their schedule of executory contracts and
unexpired leases to be assumed as a supplement to their Plan.

The original deadline by which the Debtors must assume or reject
their Leases was Feb. 13, 2008.  Pursuant to Section 365(d)(4)(A)
of the U.S. Bankruptcy Code and at the Debtors' behest, the Court
extended the Deadline through and including May 13, 2008.

A complete list of the 3,060 Leases to be assumed as of May 12 is
available at no charge at:

              http://researcharchives.com/t/s?2b51

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Court confirmed the Debtors' Second Amended Chapter
11 Plan of Reorganization on April 9, 2008.  (Movie Gallery
Bankruptcy News Issue No. 26; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MSF REAL ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: MSF Real Estate, LLC
        1830 S. Alma School Road, Building 3
        Mesa, AZ 85210

Bankruptcy Case No.: 08-04553

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

Chapter 11 Petition Date: April 23, 2008

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: Thomas H. Allen, Esq.
                  Email: tallen@asbazlaw.com
                  Allen, Sala & Bayne, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., Ste. 1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  http://www.asbazlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


NEW CENTURY: Court Approves Settlement Agreement With Accenture
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved a settlement agreement entered between New Century
Financial Corp. and its debtor-affiliates, and Accenture LLP.

The salient terms of the agreement are:

   (a) Accenture will pay to NCFC $1,900,000 cash;

   (b) Accenture will release its $6,362,885 claim against the
       Debtors' estates;

   (c) Accenture will provide termination service to the Debtors
       until August 31, 2008, pursuant to a letter agreement; and

   (d) Accenture and the Debtors will mutually provide full    
       releases for claims related to the PSA.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that the settlement
agreement will allow the Debtors to avoid potentially lengthy,
contentious litigation, which would cost the Debtors substantial
funds.  Mr. Collins also adds that the settlement agreement will  
allow the Debtors to collect on their claims against Accenture,
thereby increasing the funds available for distribution to
creditors.  

Accenture filed a proof of claim against New Century Financial
Corporation on August 29, 2007 asserting a general unsecured claim
totaling $6,362,885.  Accenture's claim contains two components,
(a) a $3,343,811 NCFC owing which arises from the prepetition
payroll, human resources, and procurement services rendered
pursuant to a professional services agreement, and (b) a
$3,019,044 NCFC owing from the prepetition invoices NCFC disputed
before the Petition Date.

Accenture relates that before the Petition Date, NCFC placed
funds equal to the full amount of its Claim in escrow, which
according to Accenture, are not property of the Debtors' states.  
Accenture's proof of claim includes the $3,343,811 claim amount
in the event it could not recover the funds under the escrow
theory.  Nevertheless, the Debtors disputed the allegations of
Accenture.

The Debtors and Accenture engaged in settlement agreement
regarding Accenture's proof of claim.  

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real    
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Wants Exclusive Solicitation Period Moved to May 21
----------------------------------------------------------------
New Century Financial Corp. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
extend the period during which they have the exclusive right to
solicit acceptances of that plan through and including May 21,
2008, or approximately 30 days after expiration of the Exclusive
Filing Period, pursuant to Section 1121(d) of the Bankruptcy Code.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that the Debtors need an
extension out of an abundance of caution, as they are hopeful
that their Chapter 11 plan will be confirmed prior to May 21,
2008, the hearing date of the request and thereby rendering the
extension request as moot.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real    
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NOMURA ASSET: Substantial Losses Cue Moody's 63 Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded 63 certificates and placed on
review for possible downgrade five classes of certificates from
twelve transactions issued by Nomura Asset Acceptance Corporation,
Alternative Loan Trust.  The transactions are backed by second
lien loans.  The certificates were downgraded because the bonds'
credit enhancement levels, including excess spread and
subordination were too low compared to the current projected loss
numbers at the previous rating levels.

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

Complete rating actions are:

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-S1

  -- Cl. B-1, Downgraded to B2 from Baa2
  -- Cl. B-2, Downgraded to Ca from Ba2
  -- Cl. B-3, Downgraded to C from Ca

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-S2

  -- Cl. B-1, Downgraded to Caa1 from Baa2
  -- Cl. B-2, Downgraded to Ca from Ba2
  -- Cl. B-3, Downgraded to C from Ca

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-S3

  -- Cl. M-1, Downgraded to A1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from Ba3

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

  -- Cl. B-2, Downgraded to C from Ca

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-S4

  -- Cl. M-1, Downgraded to A2 from Aa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-3, Downgraded to B2 from Aa3

  -- Cl. M-4, Downgraded to B3 from A3

  -- Cl. M-5, Downgraded to Caa3 from Baa2

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

  -- Cl. B-1, Downgraded to C from B2

  -- Cl. B-2, Downgraded to C from B3

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-S1

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

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

  -- Cl. M-3, Downgraded to B2 from A1

  -- Cl. M-4, Downgraded to B3 from Baa2

  -- Cl. M-5, Downgraded to Caa3 from Ba1

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

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

  -- Cl. B-2, Downgraded to C from Ca

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-S2

  -- Cl. A-1, Downgraded to Baa3 from Aa2
  -- Cl. A-2, Downgraded to Ba3 from Aa2
  -- Cl. A-3, Downgraded to Ba3 from Aa2
  -- Cl. M-1, Downgraded to Caa1 from A3
  -- Cl. M-2, Downgraded to Caa3 from Ba1
  -- Cl. M-3, Downgraded to Ca from B2
  -- Cl. M-4, Downgraded to C from Caa2
  -- Cl. M-5, Downgraded to C from Ca

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-S3

  -- Cl. A-1, Downgraded to Ba3 from Aa3
  -- Cl. M-1, Downgraded to Caa1 from A2
  -- Cl. M-2, Downgraded to Caa3 from Baa3
  -- Cl. M-3, Downgraded to Ca from Ba2
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Ca

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-S4

  -- Cl. A-1, Downgraded to Ba3 from Aa2
  -- Cl. M-1, Downgraded to Caa1 from A3
  -- Cl. M-2, Downgraded to Caa2 from Baa3
  -- Cl. M-3, Downgraded to Caa3 from Ba2
  -- Cl. M-4, Downgraded to Ca from B1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Ca

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-S5

  -- Cl. A, Downgraded to B3 from A3
  -- Cl. M-1, Downgraded to Caa3 from Baa3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from Ca

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-S1

  -- Cl. A, Downgraded to Ba1 from Aaa
  -- Cl. M-1, Downgraded to B2 from Aaa
  -- Cl. M-2, Downgraded to Caa2 from Ba1
  -- Cl. M-3, Downgraded to Ca from Ba2
  -- Cl. M-4, Downgraded to Ca from B1
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Ca

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-S2

  -- Cl. M-1, Downgraded to B2 from A2
  -- Cl. M-2, Downgraded to Caa2 from Baa1
  -- Cl. M-3, Downgraded to Ca from Ba1
  -- Cl. M-4, Downgraded to Ca from Ba3


NORTH FOREST: Moody's Downgrades Ratings to 'Ba1' From 'Baa2'
-------------------------------------------------------------
Moody's Investors Service downgraded North Forest Independent
School District from a Baa2 to a Ba1.  The rating downgrade
affects $69 million of outstanding general obligation debt.  The
rating was placed on Watchlist for possible downgrade on Feb. 11,
2008, following the release of the district's fiscal 2007 audited
financial statement reflecting a negative fund balance and
significant near term operational stress.

The rating action reflects Moody's concerns that the recent
efforts to curb spending may not be sufficient to restore the
district to a level of financial flexibility within the next two
fiscal years which is consistent with an investment grade rating.   
Although the rating is below investment grade, Moody's believes
that full and timely payment of the District's debt service
obligations will occur.  The rating action is a reflection of
Moody's ongoing concerns regarding the District's ability to meet
operating demands and poor financial management practices.

            Significant Operating Stress Resulting in
                     Negative Fund Balance

North Forest I.S.D. is located in Harris County (general
obligation rated Aa1).  Approximately 63% of the District's
students reside within the Houston (general obligation rating Aa3)
city limits.  Socioeconomic statistics indicate low wealth levels
with a per capita income representing only 58% of the state's
median.  Although property values increased by an average of 7.4%
between fiscal 2002 and fiscal 2007, the full value per capita of
$23,616 (based on fiscal 2007 property values of $1.3 billion) is
comparatively low.

Between fiscal 2003 and 2006 the District's general fund
maintained moderate fund balances representing 12.8% of revenues
in fiscal 2003 and reached 20.5% in fiscal 2006.  Improved
balances were a result of more diligent financial management and a
focus on controlled spending.  Based on the improved financial
situation, Moody's upgraded the District to a Baa2 from a non-
investment grade rating.  At the time of the upgrade, Moody's
stated the maintenance of the rating would depend on a continued
trend of stabilized financial operations with emphasis on internal
controls, strengthened fund balances and an improved rate of tax
collection.

The District's fiscal 2007 Audit indicates an operating deficit of
approximately $11 million and a negative fund balance of
$5.1 million, down from a positive fiscal 2006 fund balance of
$16.4 million.  The financial stress resulted from higher-than-
actual reporting of student enrollment along with significant
deficit spending.  The District has experienced steady yearly
decreases in student enrollment since the 2001 school year when
student enrollment was reported to be 12,487.  By 2006, enrollment
had dropped to 8,900 students, decreasing to the current estimated
enrollment of 8,300.

The District is heavily supported by state funds (62.4% of total
operating revenues) which are allocated based on student
enrollment.  Due to management oversight, fiscal 2007 enrollment
numbers were over reported by approximately 600 students,
resulting in a $7.3 million overpayment of state funds to the
District.  In addition to the overpayment from the state, recorded
as a liability on the District's balance sheet, District
expenditures were $6.2 million over the adopted budget and $10.8
million more than actual revenues received.  Despite a decline in
student enrollment, the District repeatedly failed to adjust
instructional and support staff, leading to deficit spending of
$683 thousand in this area alone.  Additionally, year-over-year
expenditures in fiscal 2007 increased by $10.9 million while
revenues decreased by $4 million.

Of additional concern to Moody's is the District's use of
approximately $6 million of bond funds during the current year to
meet operating costs.  Although the District has reported
repayment of these funds, the use of bond funds for operating
expenses is highly uncommon and emphasizes the District's poor
financial management practices, imprudent cash management and
operational stress.  The District's fiscal 2007 operating
financial position was supported by 62.4% in state program
revenues and 31.7% from local property taxes.   Moody's belief
that the risk of default is minimal is emphasized by state support
for almost 50% of the District's required debt service payment in
fiscal 2007 coupled with a debt service fund balance of $3.8
million as of FYE 2007.

                     Multi-year Recovery Plan

Since the release of the fiscal 2007 Audit, the District has taken
measures to reduce spending and lower the unusually high staff to
student ratio.  According to officials, 45 non-instructional
employees were laid off in March, resulting in on-going savings of
approximately $800 thousand.  In addition, the school board
recently approved the closing of one high school and will
consolidate students from two high schools into one.  This will
occur at the beginning of the 2009 school year.

District officials report an expected savings of $5 million from
personnel and operating expenditure reductions as a result of the
consolidation.  Savings from both of these actions will not fully
be realized until the end of fiscal 2009.  Although expenditures
will be reduced, revenue stress will be on-going as the state will
continue to withhold a percentage of monthly funding until the
entire $7.3 million in over-funding has been recovered.  The
repayment plan should be complete by the end of fiscal 2010.   

Moody's believes that although the District is making an effort to
control spending, full recovery will depend on multi-year
practices of on-going expenditure reductions and balanced
budgeting.  Restoring the rating to above investment grade will
require the restoration of financial flexibility that is
characteristic of prudently managed school districts in the
investment grade rating category.  Restoration of fund balance
will require sound financial management practices including
disciplined spending, adoption of balanced budgets, accurate
student enrollment reporting, and greater efforts to improve the
below average tax collection rates.

                          Key Statistics

  -- Student Enrollment: 8,300 (2007-2008 school year)

  -- Full Value: $1,270 billion (fiscal 2007 value)

  -- Full Value per capita: $23,616

  -- Fiscal 2007 fund balance: negative $5.1 million

  -- Affected Outstanding debt: $69 million


NOVASTAR MORTGAGE: Fitch Takes Actions on Classes of Certificates
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Novastar mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.   
Affirmations total $972.8 million and downgrades total
$140.2 million.

NovaStar Mortgage Funding Trust Series 2003-1

  -- $65.6 million class A-1 affirmed at 'AAA';
  -- $26.9 million class A-2 affirmed at 'AAA';
  -- $126.4 million notional class A-IO affirmed at 'AAA';
  -- $11.8 million class M-1 affirmed at 'AA+';
  -- $8.1 million class M-2 affirmed at 'A+';
  -- $7.4 million class M-3 downgraded to 'B' from 'BB'.

Deal Summary

  -- Originators: Novastar
  -- 60+ day Delinquency: 10.15%
  -- Realized Losses to date (% of Original Balance): 1.43%

NovaStar Mortgage Funding Trust Series 2003-2

  -- $79.5 million class A-1 affirmed at 'AAA';
  -- $21.0 million class A-2 affirmed at 'AAA';
  -- $34.3 million class M-1 affirmed at 'AA+';
  -- $11.1 million class M-2 affirmed at 'A+';
  -- $3.1 million class M-3 affirmed at 'A';
  -- $3.5 million class B-1 affirmed at 'A-'.

Deal Summary

  -- Originators: Novastar
  -- 60+ day Delinquency: 11.37%
  -- Realized Losses to date (% of Original Balance): 0.90%

Novastar Mortgage Funding Trust 2003-3

  -- $114.1 million class A-1 affirmed at 'AAA';
  -- $16.5 million class A-2C affirmed at 'AAA';
  -- $2.9 million class A-3 affirmed at 'AAA';
  -- $45.1 million class M-1 affirmed at 'AA+';
  -- $16.1 million class M-2 affirmed at 'A+';
  -- $4.3 million class M-3 affirmed at 'A';
  -- $4.4 million class B-1 affirmed at 'A-';
  -- $5.4 million class B-2 affirmed at 'BBB'.

Deal Summary

  -- Originators: Novastar
  -- 60+ day Delinquency: 7.99%
  -- Realized Losses to date (% of Original Balance): 0.82%

Novastar Mortgage Funding Trust, Series 2004-3

  -- $50.7 million class M-1 affirmed at 'AA+';
  -- $61.6 million class M-2 affirmed at 'AA+';
  -- $33.0 million class M-3 affirmed at 'AA';
  -- $33.0 million class M-4 affirmed at 'AA-';
  -- $29.7 million class M-5 affirmed at 'A+';
  -- $24.2 million class M-6 affirmed at 'A';
  -- $23.1 million class B-1 downgraded to 'BBB+' from 'A-';
  -- $22.0 million class B-2 downgraded to 'B' from 'BBB+';
  -- $8.5 million class B-3 downgraded to 'C/DR5' from 'BBB-';
  -- $2.2 million class B-4 downgraded to 'C/DR5' from 'BB'.

Deal Summary

  -- Originators: Novastar
  -- 60+ day Delinquency: 20.10%
  -- Realized Losses to date (% of Original Balance): 2.00%

NovaStar Mortgage Funding Trust, Series 2004-4

  -- $91.9 million class M-1 affirmed at 'AA+';
  -- $51.2 million class M-2 affirmed at 'AA+';
  -- $43.8 million class M-3 affirmed at 'AA';
  -- $22.5 million class M-4 affirmed at 'AA-';
  -- $32.5 million class M-5 affirmed at 'A+';
  -- $25.0 million class M-6 affirmed at 'A+';
  -- $25.0 million class B-1 downgraded to 'BBB+' from 'A';
  -- $25.0 million class B-2 downgraded to 'BB' from 'BBB+';
  -- $23.9 million class B-3 downgraded to 'C/DR5' from 'BBB-';
  -- $3.1 million class B-4 downgraded to 'C/DR6' from 'B'.

Deal Summary

  -- Originators: Novastar
  -- 60+ day Delinquency: 24.34%
  -- Realized Losses to date (% of Original Balance): 1.71%


NRG ENERGY: Moody's Changes Outlook to Stable; Holds 'Ba3' Ratings
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook for NRG
Energy, Inc. to stable from negative, and upgraded its Speculative
Grade Liquidity Rating to SGL-1 from SGL-2.  The rating agency
also affirmed all of NRG's ratings, including its Corporate Family
Rating at Ba3, the Probability of Default Rating at Ba3, and the
senior unsecured debt at B1.

"The change in rating outlook reflects an expectation of continued
stable cash flow for the foreseeable future, execution of a more
balanced capital allocation program, and the continued use of
joint ventures and other arrangements which mitigate risk and
lower future capital expenditure requirements, "said A.J.
Sabatelle, VP -- Senior Credit Officer of Moody's.  "The upgrade
in NRG's liquidity rating to SGL-1 factors in, among other things,
the substantial reduction in working capital requirements
following recent modifications to several of NRG's counterparty
agreements," said Mr. Sabatelle.

The rating affirmation reflects relatively stable cash flows
expected at NRG given the company's competitive position in
several key markets and the degree of forward hedges in place for
the next several years.  NRG's adjusted cash flow (CFO pre-W/C) to
total adjusted debt has averaged approximately 15% for the past
three years and 16% in 2007.  Moody's expects this financial
metric to modestly improve during 2008 due to continued steady
operating cash flow generation and permanent consolidated debt
reduction, including debt retirement of around $475 million under
the company's secured term loan, the bulk of which occurred in
December 2007 and March 2008.

The rating affirmation and outlook change considers management's
efforts to balance shareholder and creditor interests through its
deployment of discretionary cash.  While Moody's believes that the
company will continue to pursue a capital allocation strategy that
returns to shareholders an average rate of 3% annually (or
approximately $250 million to $300 million each year), the company
has complimented this capital return program with associated debt
retirement.  Additionally, the rating action considers NRG's
approach to managing a substantial capital investment program that
include the use of joint venture arrangements for all of the
company's largest generation projects, and the execution of long-
term power purchase arrangements with load serving entities at
other projects in conjunction with re-powering initiatives.

Notwithstanding this measured approach, Moody's observes that
potential capital investments for NRG over the next several years
are quite substantial when compared to the company's $10 billion
market capitalization.  For 2008, NRG will be able meet its
capital expenditure requirements with operating cash flow as free
cash flow (operating cash flow less dividends and capital
expenditures) is expected to approximate $250 million (or about 3%
of total consolidated debt), which incorporates a more than $700
million year-over-year increase in capital investment, principally
for re-powering and environmental related requirements.

The upgrade of NRG's speculative grade liquidity rating to SGL-1
from SGL-2 reflects Moody's expectation that NRG will maintain a
very good liquidity profile over the next 12-month period as a
result of its generation of strong internal cash flows,
maintenance of significant cash balances and access to substantial
credit availability.  The upgrade considers the recent increase in
credit availability following NRG's successful exchange of
collateral with its largest counterparties, enabling the return of
$622 million in letters of credit, and acknowledges the expected
further increase in liquidity that should follow upon completion
of the sale of ITISA to a subsidiary of Brookfield Asset
Management for $288 million, subject to purchase price
adjustments.

NRG's stable rating outlook reflects Moody's expectation for
continued generation of relatively predictable cash flow for this
wholesale power company due to the fleet's competitive position
and hedging strategy.  The stable outlook considers continued
execution of management's capital allocation policy, which has
resulted in lower consolidated debt, and factors in NRG's measured
strategy for capital investment, including the use of joint
ventures and execution of key contractual arrangements to mitigate
risk.

In light of better macroeconomic conditions for power generators,
including lower reserve margins in certain regions and a long-lead
time for large base load construction, Moody's expects improved
financial performance in the intermediate term for most wholesale
power companies, including NRG.  The ratings for NRG could be
upgraded if such conditions lead to an improvement in key
financial metrics including adjusted cash flow (CFO pre-W/C) to
total adjusted debt rising to the high teens level on a
sustainable basis, while maintaining its discipline in executing
its capital allocation program.  An additional consideration
concerning any upgrade would be a deeper understanding around the
numerous growth initiatives at the company, including the recent
formation of Nuclear Innovation North America, a joint venture
with Toshiba Corp.

The rating could be downgraded if the degree of shareholder
initiatives accelerates over the next twelve to eighteen months or
if the company chooses to finance its capital investment program
or any acquisition with higher than anticipated levels of debt.   
Additionally, should margins compress across NRG's generation
fleet due to weaker macroeconomic factors or an extended forced
outage causing adjusted cash flow (CFO pre-W/C) to total adjusted
debt to fall below 12% for an extended period, the rating could be
downgraded.

Upgrades:

Issuer: NRG Energy, Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
     SGL-2

  -- Multiple Seniority Shelf, Upgraded to a range of 73 - LGD5 to
     17 - LGD2 from a range of 78 - LGD5 to 22 - LGD2

  -- Senior Secured Bank Credit Facility, Upgraded to 17 - LGD2
     from 22 - LGD2

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to 73 -
     LGD5 from 78 - LGD5

Outlook Actions:

Issuer: NRG Energy, Inc.

  -- Outlook, Changed To Stable From Negative

Issuer: NRG Holdings, Inc.

  -- Outlook, Changed To Rating Withdrawn From No Outlook

Withdrawals:

Issuer: NRG Holdings, Inc.

  -- Senior Secured Bank Credit Facility, Withdrawn, previously
     rated (P)B2

Headquartered in Princeton, New Jersey, NRG Energy, Inc. owns and
operates power generating facilities, primarily in Texas and the
northeast, south central and western regions of the United States.   
NRG also owns generating facilities in Australia and Germany.


OCEAN SPRAY: S&P Upgrades Preferred Stock Rating From 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating and other ratings on privately held marketing cooperative
Ocean Spray Cranberries Inc.  The corporate credit rating was
raised to 'BBB+' from 'BBB', and the preferred stock rating was
raised to 'BBB-' from 'BB+'.  All ratings were removed from
CreditWatch, where they were placed with positive implications on
Aug. 31, 2007.  The outlook is positive.
     
Lakeville, Massachusetts-based Ocean Spray had about $150 million
of rated preferred stock at Feb. 23, 2008.
     
"The upgrade reflects the improvement in operating results and the
related improvement in credit metrics; the company's renewed focus
on product innovation; and its efforts to enhance its distribution
in the U.S. and internationally," said Standard & Poor's credit
analyst Jayne M. Ross.
     
The ratings reflect Ocean Spray's solid market positions and
strong debt protection measures.  These factors are offset by the
company's fairly narrow business focus and highly competitive
market conditions of the beverage industry.  Ocean Spray is a
private marketing cooperative owned by cranberry and citrus
growers in the U.S. and Canada.  The company supplies blended
juices and fresh cranberries and grapefruit.


OPTION ONE: Fitch Cuts Ratings on Classes Totaling $142.6 Million
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Option One
Mortgage Loan Trust transactions.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $1 billion and downgrades total
$142.6 million.

Option One 2003-1

  -- $33.8 million class A-1 affirmed at 'AAA';
  -- $67.5 million class A-2 affirmed at 'AAA';
  -- $13.3 million class M-1 downgraded to 'A+' from 'AA';
  -- $10.7 million class M-2 downgraded to 'BB+' from 'BBB+';
  -- $5.3 million class M-3 downgraded to 'B' from 'BB';
  -- $100,000 class M-4 downgraded to 'B' from 'BB-'.

Deal Summary

  -- Originators: Option One Mortgage Corporation (100%)
  -- 60+ day Delinquency: 20.80%
  -- Realized Losses to date (% of Original Balance): 1.02%

Option One 2003-2

  -- $83.8 million class A-1 affirmed at 'AAA';
  -- $28.4 million class A-2 affirmed at 'AAA';
  -- $2.7 million class A-3 affirmed at 'AAA';
  -- $17.5 million class M-1 affirmed at 'AA';
  -- $11.7 million class M-2 downgraded to 'BBB' from 'A';
  -- $4.8 million class M-3 downgraded to 'BB+' from 'BBB+';
  -- $500,000 class M-4 downgraded to 'BB+' from 'BBB'.

Deal Summary

  -- Originators: Option One Mortgage Corporation (100%)
  -- 60+ day Delinquency: 19.72%
  -- Realized Losses to date (% of Original Balance): 0.91%

Option One 2003-3

  -- $58.8 million class A-1 affirmed at 'AAA';
  -- $28.3 million class A-2 affirmed at 'AAA';
  -- $6.8 million class A-4 affirmed at 'AAA';
  -- $17.4 million class M-1 affirmed at 'AA';
  -- $6.2 million class M-1A affirmed at 'AA-';
  -- $8.1 million class M-2 downgraded to 'A-' from 'A+';
  -- $3.3 million class M-3 downgraded to 'BB+' from 'A';
  -- $4.2 million class M-4 downgraded to 'B' from 'BB+';
  -- $3.4 million class M-5 downgraded to 'CC/DR4' from 'B';
  -- $3.4 million class M-6 remains at 'C/DR5'.

Deal Summary

  -- Originators: Option One Mortgage Corporation (100%)
  -- 60+ day Delinquency: 17.32%
  -- Realized Losses to date (% of Original Balance): 1.41%

Option One 2003-4

  -- $69.1 million class A-1 affirmed at 'AAA';
  -- $23.3 million class A-2 affirmed at 'AAA';
  -- $27.4 million class M-1 affirmed at 'AA';
  -- $10.1 million class M-2 affirmed at 'A';
  -- $2.9 million class M-3 affirmed at 'A-';
  -- $2.9 million class M-4 downgraded to 'BBB' from 'BBB+';
  -- $2 million class M-5A downgraded to 'BB' from 'BBB-';
  -- $900,000 class M-5F downgraded to 'BB' from 'BBB-';
  -- $2.9 million class M-6 downgraded to 'B' from 'BB'.

Deal Summary

  -- Originators: Option One Mortgage Corporation (100%)
  -- 60+ day Delinquency: 15.96%
  -- Realized Losses to date (% of Original Balance): 0.89%

Option One 2003-5

  -- $26.5 million class A-1 affirmed at 'AAA';
  -- $27.0 million class A-2 affirmed at 'AAA';
  -- $1.2 million class A-3 affirmed at 'AAA';
  -- $18.4 million class M-1 affirmed at 'AA';
  -- $7.7 million class M-2 downgraded to 'A-' from 'A+';
  -- $2.1 million class M-3 downgraded to 'BBB' from 'A';
  -- $2.8 million class M-4 downgraded to 'BB' from 'BBB';
  -- $2.3 million class M-5 affirmed at 'B';
  -- $2.8 million class M-6 revised to 'C/DR6' from C/DR5';

Deal Summary

  -- Originators: Option One Mortgage Corporation (100%)
  -- 60+ day Delinquency: 21.06%
  -- Realized Losses to date (% of Original Balance): 1.36%

Option One 2003-6

  -- $46.9 million class A-1 affirmed at 'AAA';
  -- $9.3 million class A-2 affirmed at 'AAA';
  -- $2.5 million class A-3 affirmed at 'AAA';
  -- $32.3 million class M-1 affirmed at 'AA+';
  -- $8.9 million class M-2 affirmed at 'A+';
  -- $2.2 million class M-3 affirmed at 'A';
  -- $2.6 million class M-4 affirmed at 'A-';
  -- $2.3 million class M-5 affirmed at 'BB+';
  -- $1.5 million class M-6 affirmed at 'BB'.

Deal Summary

  -- Originators: Option One Mortgage Corporation (100%)
  -- 60+ day Delinquency: 14.21%
  -- Realized Losses to date (% of Original Balance): 0.71%

Option One 2004-1

  -- $49.9 million class M-1 affirmed at 'AA+';
  -- $27.7 million class M-2 affirmed at 'A+';
  -- $2.8 million class M-3 affirmed at 'A';
  -- $2.8 million class M-4 affirmed at 'A-';
  -- $2.2 million class M-5 affirmed at 'BBB-';
  -- $2.6 million class M-6 affirmed at 'BB';
  -- $2.8 million class M-7 remains at 'CC/DR3'.

Deal Summary

  -- Originators: Option One Mortgage Corporation (100%)
  -- 60+ day Delinquency: 24.76%
  -- Realized Losses to date (% of Original Balance): 1.47%

Option One 2004-2

  -- $600,000 class A-1A affirmed at 'AAA';
  -- $400,000 class A-1B affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- $58 million class M-1 affirmed at 'AA';
  -- $47.5 million class M-2 affirmed at 'A+';
  -- $11.9 million class M-3 downgraded to 'A-' from 'A';
  -- $2.7 million class M-4 downgraded to 'BBB+' from 'A-';
  -- $3.5 million class M-5 downgraded to 'BB+' from 'BBB-';
  -- $2.9 million class M-6 downgraded to 'B+' from 'BB';
  -- $2.4 million class M-7 affirmed at 'B'.

Deal Summary

  -- Originators: Option One Mortgage Corporation (100%)
  -- 60+ day Delinquency: 20.77%
  -- Realized Losses to date (% of Original Balance): 1.22%

Option One 2004-3

  -- $13.5 million class A-1 affirmed at 'AAA';
  -- $10 million class A-4 affirmed at 'AAA';
  -- $31.5 million class M1 affirmed at 'AA+';
  -- $28 million class M2 affirmed at 'AA+';
  -- $15 million class M3 affirmed at 'AA';
  -- $15.5 million class M4 affirmed at 'AA-';
  -- $14.5 million class M5 affirmed at 'A+';
  -- $12 million class M6 affirmed at 'A';
  -- $12.5 million class M7 downgraded to 'BBB+' from 'A-';
  -- $8 million class M8 downgraded to 'BBB' from 'BBB+';
  -- $10 million class M9 downgraded to 'BBB-' from 'BBB';
  -- $4.7 million class M10 downgraded to 'BB' from 'BBB-'.

Deal Summary

  -- Originators: Option One Mortgage Corporation (100%)
  -- 60+ day Delinquency: 23.02%
  -- Realized Losses to date (% of Original Balance): 1.50%


OWNIT MORTGAGE: Moody's Junks Ratings on Six Classes of Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded six certificates from a
transaction issued by Ownit Mortgage Trust 2006-OT1.  The
transaction is backed by second lien loans.  The certificates were
downgraded because the bonds' credit enhancement levels, including
excess spread and subordination were low compared to the current
projected loss numbers at the previous rating levels.

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

Complete rating actions are:

Issuer: Ownit Mortgage Trust 2006-OT1

  -- Cl. M-1, Downgraded to Caa2 from Baa2
  -- Cl. M-2, Downgraded to Ca from Ba2
  -- Cl. M-3, Downgraded to Ca from Ba3
  -- Cl. B-1, Downgraded to C from B2
  -- Cl. B-2, Downgraded to C from Caa2
  -- Cl. B-3, Downgraded to C from Ca


PACIFIC LIFE CBO: S&P Withdraws 'CCC-' Ratings on Class A-3 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on the
class A-3 notes issued by Pacific Life CBO 1998-1 Ltd., an
arbitrage corporate high-yield collateralized bond obligation
transaction managed by Pacific Life Insurance Co.
     
The rating withdrawal follows the complete paydown of the class A-
3 notes on the Feb. 15, 2008, payment date.

                         Rating Withdrawn

                   Pacific Life CBO 1998-1 Ltd.
  
                      Rating           Balance (million)
                      ------           -----------------
            Class   To    From      Current      Original
            -----   --    ----      -------      --------
            A-3     NR    CCC-        0.000       $38.000

                          NR - Not rated.


PATHEON INC: Undertakes Series of Events on Restructuring Plan
--------------------------------------------------------------
Patheon Inc. completed the sale of its York Mills facility located
in Toronto, Canada, for $12.3 million effective April 15, 2008.

The agreement to sell the facility was entered into on Dec. 31,
2007 as part of Patheon's global network restructuring plan.  
Patheon is currently in the process of transferring all commercial
production and development services undertaken at its York Mills
facility to, primarily, its Whitby facility, with a smaller
portion of activity being transferred to the company's Mississauga
and Cincinnati facilities.  This is primarily intended to improve
capacity utilization and profitability at the continuing Canadian
sites.

Patheon is de-commissioning the York Mills facility and has leased
back the facility for up to two years in order to facilitate this
process.

"We are pleased that we have completed another step in our global
restructuring plan and are now focused on consolidating our
resources at Whitby and improving our productivity in our Canadian
Operations," Wes Wheeler, chief executive officer, said.

On Feb. 19, 2008, Patheon Inc. reported changes in the roles of
several of the company's senior executives.

Nick DiPietro has now assumed the role as executive vice-
president, corporate development and has relinquished his
responsibilities as president and chief operating officer of
Patheon.  Clive Bennett, former President has assumed the role of
chief technical officer, reporting to Wes Wheeler shief executive
officer.  Steve Liberty is appointed senior vice-president,
operations, Canada and USA.  These posts were effected March 1,
2008.

                      About Patheon Inc.

Headquartered in Mississauga, Ontario, Patheon Inc. (TSX: PTI)
-- http://www.patheon.com/-- provides drug development and   
manufacturing services to the international pharmaceutical
companies located primarily in North America, France, Italy, the
United Kingdom and Japan.  It produces both prescription and
over-the-counter drugs for its clients.  Patheon provides
manufacturing services for a range of products in many dosage
forms and packaging, such as compressed tablets, hard-shell
capsules, liquids and powders filled in ampoules, vials, bottles
or pre-filled syringes. The pharmaceutical development services
provided by Patheon include dosage form development services,
scale-up and technology transfer services, and manufacturing of
pilot batches of drugs.


PATHEON INC: Moody's Holds B2 Rating; Changes Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of Patheon Inc. and changed the ratings outlook to negative from
stable.  Moody's also revised the rating on the US$75 million
secured asset based revolver to Ba3 from B1 in accordance with
Moody's Asset-Based Loan Rating Methodology and reflecting Moody's
belief that the instrument would have very good recovery in a
distressed scenario.  The B1 rating on the US$150 million senior
secured term loan B remains unchanged.

The negative outlook reflects risks associated with the company's
continued restructuring program and Moody's uncertainty regarding
the company's ability to improve profitability and sustain
meaningful free cash flow.  If the company does not begin to
demonstrate meaningful improvement in operating cash flow
generation by late 2008, there could be further pressure on the
ratings.

The B2 Corporate Family Rating is constrained by the weak
operating performance that Patheon has demonstrated over the last
several years, partly due to the underperformance of three Puerto
Rican facilities acquired in 2005.  The company continues to make
efforts to restructure the business, diversify its revenue base
and improve profitability.  The ratings are also constrained by
the risks inherent in the business, including loss of revenues due
to generic competition, product approval delays and client
repatriation of products.

The ratings are supported by the company's leading market position
in the pharmaceutical contract manufacturing arena which has high
barriers to entry and longer-term favorable industry fundamentals.  
The ratings are also supported by the company's relatively modest
financial leverage and good near-term liquidity and interest
coverage.

Affirmed:

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

Instrument Ratings Revised:

   -- $75 million Senior Secured Asset Based Revolver, to Ba3
      (LGD3, 32%) from B1, (LGD3, 37%)

   -- $150 million Senior Secured Term Loan B, to B1 (LGD3, 34%)
      from B1 (LGD3, 37%)

The ratings outlook was changed to negative from stable.


PLASTECH ENGINEERED: Wants Plan Filing Period Extended to Sept. 28
------------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
extend, until Sept. 28, 2008, the exclusive period wherein they
can file a Chapter 11 plan of reorganization.

The Debtors also want until Dec. 1, 2008 to solicit acceptances of
that plan.

Section 1121(b) of the Bankruptcy Code provides for an initial
120-day period after the Petition Date within which the Debtors
have the exclusive right to file a plan or plans of
reorganization in their Chapter 11 cases.  Section 1121(c)  
further provides for an initial 180-day period within which the
Debtors have the exclusive right to solicit and obtain
acceptances of that plan.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, says throughout the first three
months of the Chapter 11 cases, the Debtors have committed
extensive efforts to the procure a DIP financing, as well as
handling numerous requests from creditors seeking varied types of
relief.  Moreover, the Debtors have attempted to quantify the
amount of existing administrative, priority, and unsecured claims
against the estate; and have established a bar date and
procedures for the treatment of Section 503(b)(9) claim requests,
he says.  Furthermore, the Debtors have moved for the approval of
a general claims bar date and initial administrative claims bar
date.  The Debtors believe they will require additional time to
review and analyze the validity, amount, and priority of those
claims that have been asserted against the Debtors' estates,
Mr. Galardi states.

Mr. Galardi relates that the Debtors have received and are
currently considering a proposal from the Steering Committee of
First Lien Term Loan Lenders and Johnson Controls, Inc., for the
acquisition the Debtors' interiors and under hood business, and
are actively soliciting interest in their exteriors business.

In light of these, the Debtors believe that the requested
extension will provide them and their advisors the opportunity to
analyze their financial circumstances and restructuring options
and develop a plan of reorganization or effectuate a sale that
maximizes the return to parties in interest. Mr. Galardi adds the
extension will afford the Debtors the needed time to develop a
disclosure statement that contains adequate information.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/   
or 215/945-7000)


PERMA-FIX ENVIRONMENTAL: Auditor Deletes Going Concern Opinion
--------------------------------------------------------------
As reported in the Troubled Company Reporter on April 29, 2008,
Perma-Fix Environmental Services, Inc.'s fixed charge coverage
ratio fell below the minimum requirement pursuant to its PNC Bank
loan covenant as of Dec. 31, 2007.  Although Perma-Fix obtained a
waiver from its lender for this non-compliance as of Dec. 31,
2007, it was not able to demonstrate that the company would be
able to comply with the fixed charge coverage ratio in its loan
agreement as of the end of the first and second quarters of 2008.

As a result, Perma-Fix was required under generally accepted
accounting principles to reclassify approximately $11.4 million of
its indebtedness to certain of its lenders from long-term to
current as of Dec. 31, 2007.

As a result of the company's inability to demonstrate that it
would be able to comply with the fixed charge coverage ratio as of
the end of the first and second quarters of 2008 and its working
deficit of approximately $17.2 million, BDO Seidman LLP raised
substantial doubt on the company's ability to continue as a going
concern.

BDO Seidman, which audited Perma-Fix's financial statements for
the year ended Dec. 31, 2007, included an explanatory paragraph
addressing the company's ability to continue as a going concern in
its March 31 letter to the company.

The auditing firm said, "the company expects to be in default on
its most significant borrowings during 2008.  The company also has
deficiencies in working capital."

On April 21, 2008, the company filed an amended 2007 annual report
with the Securities and Exchange Commission.  In the amended
report, the company said that its lender revised on April 4 its
loan covenant, which has enabled Perma-Fix to demonstrate the
likelihood of meeting its minimum fixed charge coverage ratio in
2008.

Consequently, BDO Seidman revised its audit report as of
Dec. 31, 2007, and excluded the explanatory paragraph on the
company's ability to continue as a going concern.

BDO Seidman, however, retained its adverse opinion on the
company's internal control over financial reporting as of
Dec. 31, 2007.

A full-text copy of the company's amended 2007 annual report is
available for free at http://ResearchArchives.com/t/s?2b03

Based in Atlanta, Perma-Fix Environmental Services, Inc. (NASDAQ:
PESI) -- http://www.perma-fix.com/-- has two operating segments:  
Nuclear Waste Management Services and Consulting Engineering
Services.  The Nuclear Waste Management Services offer nuclear,
low-level radioactive, mixed hazardous and non-hazardous waste
treatment; and processing and disposal services through four
uniquely licensed and permitted treatment and storage facilities.  
The Consulting Engineering Services offer broad-scope
environmental issues, including environmental management programs,
regulatory permitting, compliance and auditing, landfill design,
field-testing, and characterization.


PREMIER PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Premier Properties USA, Inc.
        8425 Woodfield Crossing Blvd.
        Ste. 201E
        Indianapolis, IN 46240

Bankruptcy Case No.: 08-04607

Type of Business: The Debtor develops shopping centers and
                  offices.  See http://www.ppusa.com/

Chapter 11 Petition Date: April 23, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch, III

Debtor's Counsel: William J. Tucker, Esq.
                  Email: wtucker@wjtucker.com
                  429 N. Pennsylvania St., Ste. 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031
                  http://www.wjtucker.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
The Jerde Partnership, Inc.    $436,680
913 Ocean Front Walk
Venice, CA 90291

Divaris Real Estate            $378,508
One Columbus Center, Ste. 700
Virginia Beach, VA 23462-6760

Business Furniture, LLC        $312,713
4894 Reliable Pkwy.
Chicago, IL 60686-0048

Langholz Wilson Ellis, Inc.    $308,521
606 Liberty Ave., Ste. 300
Pittsburgh, PA 15222-2721

The Schneider Corp.            $244,455

Anthem BCBS In Group           $185,043

Computer Wizardry              $133,492

Baker & Daniels                $126,832

Pillar Group                   $113,449

Gould Cooksey Fennell, P.A.    $87,977

Barnes & Thornburg             $70,552

KeyBank Visa                   $64,049

Beame Architectural            $60,960
Partnership, PA

Walker Parking Consultants     $60,377

Barth Electric Co., Inc.       $52,109

GMB Engineers & Planners, Inc. $52,000

Mainscape, Inc.                $48,809

The Keith Corp.                $48,125

Metro Commerical Real Estate,  $40,000
Inc.

Echo Real Estate Service Co.   $40,000


PURADYN FILTER: Webb and Company Raises Substantial Doubt
---------------------------------------------------------
Webb and Company, P.A., in Boynton Beach, Fla., raised substantial
doubt about Puradyn Filter Technologies Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm related that the company "has suffered recurring
losses from operations, its total liabilities exceed its total
assets, and it has relied on cash inflows from an institutional
investor and current stockholder."

                            Financials

For the year ended Dec. 31, 2007, the company posted a $2,441,101
net loss on $3,082,873 of net sales compared with a $2,653,463 net
loss on $3,072,947 of net sales in the prior year period ended
Dec. 31, 2006.

At Dec. 31, 2007, the company's balance sheet showed $2,373,867 in
total assets and $8,042,799 in total liabilities, resulting in a
$5,668,932 stockholders' deficit.

The company's accumulated deficit at Dec. 31, 2007, stood at
$45,825,210.

                        Subsequent Events

1. Investor Purchased 900,000 Shares

In February 2008, the company received cash proceeds of $324,000
from an accredited investor for the purchase of 900,000 shares of
common stock at $0.36 per share.  As part of the offering, the
company awarded 225,000 warrants to purchase one share of common
stock at an exercise price of $1.25 on or prior to
Feb. 5, 2018.

This same investor had previously purchased 1.3 million shares of
common stock in a June 2007 private offering priced at $0.75 per
share, bringing the total shares of Puradyn common stock purchased
by this investor to 2,200,000.

2. Filter Solutions Agreement

The company entered on Feb. 18, 2008, into a Master Distributor
Agreement with Filter Solutions Ltd, whereby FSL assumes
distributorship for the United Kingdom, Mainland Europe and
Ireland.

The contract contains minimum purchase requirements and will have
an initial term of five years.  The company expects that under
this agreement FSL will absorb the majority of expenses
attributable to its subsidiary's United Kingdom office.

3. Loans

On March 7, 2008, the repayment date of the stockholder loan was
extended from Dec. 31, 2008, to Dec. 31, 2009.

During the quarter ended March 31, 2008, the company received
shareholder loans totaling $420,000.

On March 24, 2008, the company converted $420,000 previously
received in the form of advances into purchases of 1,200,000
shares of common stock at $0.35 per share.  The purchases resulted
in the issuance of 300,000 warrants to purchase one share of
common stock at an exercise price of $1.25 on or prior to March
19, 2013.

On March 26, 2008, the company converted $100,000 received in the
form of advance into the purchase of 285,714 shares of common
stock at $.35 per share and the issuance of 71,429 warrants
purchasing one share of common stock at an exercise price of $1.25
on or prior to March 20, 2013.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b56

Based in Boynton Beach, Fla., Puradyn Filter Technologies Inc. --
http://www.puradyn.com/-- makes, distributes and sells bypass oil  
filtration systems under the trademark Puradyn(R) primarily to
companies with large fleets of vehicles and secondarily to
original vehicle equipment manufacturer aftermarket programs.  The
company's products are sold and distributed in the United States,
Europe, the Middle East, and certain African countries.


REIG LLC: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Reig, LLC
        10085 E. Cedar Hill Dr.
        Tucson, AZ 85748

Bankruptcy Case No.: 08-04690

Chapter 11 Petition Date: April 24 ,2008

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Email: ericssparks@hotmail.com
                  110 S. Church Ave., Ste. 2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Total Assets: $2,940,250

Total Debts:  $3,621,822

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Chase                          10085 E. Cedar Hill   $150,000
P.O. Box 24714                 Drive, Tucson,
Columbus, OH 43224             Arizona, 85748
                               value of security:
                               $330,000; value of
                               senior lien:
                               $238,929

                               13903 N. Big Wash     $130,000
                               Overlook Place,
                               Tucson, Arizona, AZ
                               85739; value of
                               security: $235,000;
                               value of senior lien:
                               $179,346

                               13985 S. Sage Hills   $100,000
                               Drive, Vail 85641;
                               value of security:
                               $300,000; value of
                               senior lien: $241,600

WAMU                           10560 S. Sage Hills   $350,000
P.O. Box 100576                Court, Vail, Arizona
Florence, SC 29501-0576        85641; value of
                               security: $330,000

Countrywide                    10228 N. Avra         $324,004
P.O. Box 650226                Vista Drive, Marana,
Dallas, TX 75265-0226          Arizona 85653; value
                               of security:
                               $470,000; value of
                               senior lien: $232,016

Homecoming                     926 E. Desert Cove    $314,000
P.O. Box 205                   Circle, Tucson, AZ
Waterloo, IA 50704-0205        85730; value of
                               security: $225,000

Ohio                           853 W. Calle Estrella $269,600
1801 E. 9th St., Ste. 200      de Noche, Tucson,
Cleveland, OH 44114            Arizona 85713; value
                               of security: $215,000

EMC                            13879 N. Big Wash     $109,779
                               Overlook, Place
                               Tucson, Arizona
                               85739; value of
                               security: $235,000;
                               value of senior lien:
                               $204,750

                               3464 W. Green         $76,045
                               Ridge Drive, Tucson,
                               Arizonam 85741; value
                               of security:
                               $145,000; value of
                               senior lien: $140,320

National City                  10541 S. Peregrine    $169,000
                               Ridge Ct., Vail,
                               Arizona 85641; value
                               of security:
                               $300,000; value of
                               senior lien:
                               $220,639

SPS                            853 W. Calle          $66,567
                               Estrella de Noche,
                               Tucson, Arizona
                               85713; value of
                               security: $215,000;
                               value of senior lien:
                               $269,600

Pima County Taxes              Taxes                 $8,000


RELIANT ENERGY: Improved Performance Cues Moody's Rating Upgrades
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Reliant Energy,
Inc.'s Corporate Family Rating to Ba3 from B2, its Probability of
Default Rating to Ba3 from B2 and the ratings for two of its
subsidiaries: Reliant Energy Mid-Atlantic Power Holdings (REMA:
pass through certificates to Ba1 from Ba2) and Orion Power
Holdings (Orion: senior unsecured to Ba3 from B2).  Additionally,
Reliant's Speculative Grade Liquidity rating was revised to SGL-1
from SGL-2.  The rating outlook is stable for Reliant, REMA and
Orion.

"The rating upgrades reflect the improved operations and financial
performance of the company, the reduction of outstanding debt over
the past several years and an expectation that Reliant will
continue to produce key cash flow related financial credit metrics
such as funds from operations to adjusted total debt of over 20%
and free cash flow to adjusted total debt over in the low to mid-
teen's, on a sustainable basis" said Moody's Vice President Jim
Hempstead.  "Coupled with a revised financial strategy that limits
consolidated leverage and respects the volatility inherent with
operational cash flow, we believe Relaint can maintain its
recently improved financial characteristics over the next several
years."

Reliant's ratings remain somewhat constrained by a high business
and operating risk profile which include wholesale merchant
generation and retail electric supply activities.  In Moody's
opinion, Reliant's consolidated cash flows can be meaningfully
affected by changes in commodity prices, weather and other market-
related conditions that remain outside of management's control.

The stable rating outlook for Reliant, REMA and Orion incorporate
a view that management's revised corporate finance policies that
address consolidated leverage through the longer-term nature of
its business' cyclicality and seasonality will not result in
material shareholder reward transactions that negatively impact
the credit.

The revision of the Speculative Grade Liquidity rating to SGL-1
reflects Moody's expectation that Reliant will maintain very good
liquidity over the next 12-month period as a result of its
internal cash generation prospects, maintenance of substantial
cash balances, access to external revolving credit availability,
headroom under its primary financial covenant and potential for
alternate sources of liquidity through non-core asset
dispositions.

Reliant Energy is a large wholesale merchant generator with
approximately 14 GWs of generating capacity diversified across
several market regions in the U.S.  In addition, Reliant is a
large retail electric provider in Texas, serving almost 2 million
customers, primarily in the greater Houston, Texas region.  
Reliant reported $11.2 billion in revenues for the year ended 2007
and is headquartered in Houston, Texas.

Upgrades:

Issuer: Orion Power Holdings, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to a range
     of 42 - LGD3 to Ba3 from a range of 51 - LGD4 to B2

Issuer: Pennsylvania Economic Dev. Fin. Auth.

  -- Senior Secured Revenue Bonds, Upgraded to a range of 48 -
     LGD3 to Ba3 from a range of 49 - LGD3 to B2

Issuer: Reliant Energy Inc.

  -- Issuer Rating, Upgraded to Ba3 from B3

  -- Probability of Default Rating, Upgraded to Ba3 from B2

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
     SGL-2

  -- Corporate Family Rating, Upgraded to Ba3 from B2

  -- Multiple Seniority Shelf, Upgraded to a range of 96 - LGD6 to
     (P)Ba3 from a range of 97 - LGD6 to (P)B2

  -- Senior Secured Regular Bond/Debenture, Upgraded to a range of
     48 - LGD3 to Ba3 from a range of 49 - LGD3 to B2

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from
     B3

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Senior Secured Pass-Through, Upgraded to a range of 20 - LGD2
     to Ba1 from a range of 21 - LGD2 to Ba2

Outlook Actions:

Issuer: Orion Power Holdings, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Reliant Energy Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: Reliant Energy Inc.

  -- Senior Subordinated Conv./Exch. Bond/Debenture, Withdrawn,
     previously rated 96 - LGD6


RESIDENTIAL CAPITAL: Posts $859MM Net Loss in 2008 First Quarter
----------------------------------------------------------------
Residential Capital LLC reported a net loss of $859 million for
the first quarter of 2008, compared to a net loss of $910 million
in the year-ago period.  The aggressive actions taken to reduce
risk and rationalize the cost structure have favorably affected
results in the U.S. residential finance business.  These
improvements, however, were offset by significant deterioration in
international operations.  Results in the quarter are attributable
to market- driven valuation adjustments on mortgage loans held for
sale, real estate assets and mortgage related investment
securities.  Partially offsetting these losses was a $480 million
gain recognized from the retirement of $1.2 billion (face value)
of debt.

ResCap's U.S. residential finance business experienced improved
results in the first quarter 2008, compared to the prior year.  
Prime conforming loan production increased to $15.4 billion in the
first quarter of 2008, versus $9.6 billion in the year-ago period,
the servicing portfolio posted strong results and operating
expense targets were achieved.  Deterioration in the mortgage
market continues, however, driving increased charge-offs, lower
valuations and higher cost of funds.

The international mortgage business experienced a significant
decline in the first quarter 2008 related to illiquidity in the
global capital markets and weakening consumer credit in certain
markets.  This environment drove significant realized and
unrealized losses in mortgage loans held for sale and investment
securities.  As a result, ResCap has reduced the size of its
balance sheet and limited production of mortgages in overseas
markets to only those products with market liquidity.  The
business lending operation also experienced continued pressure in
the first quarter related to the decline in home sales and
residential real estate values.

Earlier this month, ResCap disclosed additional restructuring
efforts in its international business aimed to further reduce the
cost structure and change the business model to reflect current
market conditions.  In the U.K., approximately 280 positions will
be eliminated and mortgage origination activity will be reduced.  
In Continental Europe, ResCap has suspended all new mortgage
originations and refocused the business on asset management
activities.

As expected, ResCap has significant near-term liquidity
requirements, which include approximately $4 billion in unsecured
and $13 billion in secured debt maturities through the remainder
of 2008.  To meet these requirements, management is actively
pursuing various alternatives including: potential secured funding
to be provided by GMAC, ongoing and potential utilization of
available committed lines of credit, the liquidation of certain
assets, the extension of maturities and the refinancing or
modification of our existing indebtedness.  These efforts are
ongoing and have not yet been completed.

"Continued volatility in the capital and credit markets put
pressure on first quarter results," GMAC Chief Executive Officer
Alvaro de Molina said.  "While the actions we have taken to date
to reduce risk, reduce leverage and streamline the cost structure
have produced results, there is still more to do to stabilize
ResCap and position the overall company for profitable growth.  
Moving through this unprecedented market environment clearly
requires endurance, and liquidity is the key enabler.  GMAC has
made prudent liquidity management a top priority including holding
high levels of cash, expanding the use of GMAC Bank and working
with our banking partners on an approach to renew bank
facilities."

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.

                           *     *    *

As reported in the Troubled Company Reporter on April 28, 2008,
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.


ROO GROUP: Net Loss Up to $12MM in Quarter Ended December 31
------------------------------------------------------------
ROO Group Inc. reported financial results for the quarter and year
ended Dec. 31, 2007, the reporting period immediately prior to the
assumption of executive management responsibilities by the KIT
Capital group.  

The net loss for the quarter ended Dec. 31, 2007, was
$12.5 million compared to net loss of $5.0 million in the same
period last year.  The net loss for the quarter ended Dec. 31,
2007, includes non-cash items totaling approximately $1.1 million
in stock-based compensation and other compensation payments,
compared to $860,000 in the same period last year, and $4.1
million relating to the impairment of tangible and intangible
assets.

Excluding these non-cash items, net loss for the quarter was
$7.3 million.  The increase in net loss for the quarter is
attributed to continued investments in building out our technology
platform, the cost of running the RBS business unit, which was
still in the research and development phase, well as legal fees
and costs associated with headcount reduction.

Weighted average common shares outstanding for the three months
ended Dec. 31, 2007, was 38,953,109 compared to 21,920,172 for the
same period in the prior year.  The RBS business unit, which was
researching peer-to-peer networking technology, was closed down in
January 2008.

For the year ended Dec. 31, 2007, the net loss was $34.6 million
compared to net loss of $14.6 million in 2006.  The net loss
includes non-cash items totaling approximately $4.7 million in
stock-based compensation and other compensation payments, compared
to $2.6 million in 2006, and $4.1 million relating to the
impairment of tangible and intangible assets.

Excluding these non-cash items, net loss for the year was
$25.8 million.  The increase in net loss for the year is
attributed to the cost of development of the VX Platform, the
acquisition of strategic assets of Wurld Media and the cost of
running the RBS business unit, well as a ramp up of operations and
sales personnel.  

Weighted average common shares outstanding for the year ended
Dec. 31, 2007 was 34,869,325 compared to 15,901,049 for the same
period in the prior year.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $18.115 million, total liabilities of $6.76 million and total
shareholders' equity of $11.355 million.

The company also made several key corporate action statements,
including:

   (a) The conversion of all of the company's outstanding
       10 million super-voting preferred shares into an aggregate
       of 400,000 common shares, well as the extinguishment of all
       shelf preferred shares, thereby resulting in the
       extinguishment of the entire class of preferred stock;

   (b) The concurrent issuance of 8.65 million fully vested
       warrants to Robert Petty and Robin Smyth as part of
       restructured employment agreements, but unrelated to future
       employment;

   (c) The execution of share purchase agreements with selling
       shareholders towards acquiring the remaining 49% of Sputnik
       Agency, ROO's profitable, interactive online advertising
       subsidiary, pursuant to the agreement in principle
       originally reached on March 16, 2008; and

   (d) The corporate re-branding of ROO Group, including re-naming
       the company to 'KIT Digital Inc.'.

                     About ROO Group

Headquartered in New York, ROO Group Inc. (OTC BB: RGRP) --
http://www.roo.com/-- is a provider of digital media      
solutions and advercasting technology that enables the activation,
marketing and distribution of digital media video content over the
Internet and emerging broadcasting platforms such as set top boxes
and mobile communication devices.   ROO was founded in 2001 and
went public in 2003.  ROO has over 100 employees with worldwide
operations in New York, Los Angeles, London and Australia.

                       Going Concern Doubt

Moore Stephens PC expressed substantial doubt about ROO Group
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses and negative cash flows from
operations.


SABR TRUSTS: Fitch Cuts Ratings on Certs. Totaling $85.1 Mil.
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on Securitized Asset
Backed Receivables mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $494.5 million and
downgrades total $85.1 million.  Additionally, $13.3 million was
placed on Rating Watch Negative.

Securitized Asset Backed Receivables LLC Trust 2004-DO1

  -- $13.8 million class A-1 affirmed at 'AAA';
  -- $2.0 million class A-2 affirmed at 'AAA';
  -- $22.9 million class M-1 affirmed at 'AA';
  -- $17.2 million class M-2 downgraded to 'BBB-' from 'BBB';
  -- $1.6 million class M-3 downgraded to 'BB-' from 'BBB-';
  -- $1.3 million class B-1 downgraded to 'B+' from 'BB+';
  -- $1.7 million class B-2 downgraded to 'B' from 'BB';
  -- $1.4 million class B-3 downgraded to 'C/DR5' from 'BB-';

Deal Summary

  -- Originators: Decision One (100%)
  -- 60+ day Delinquency: 26.90%
  -- Realized Losses to date (% of Original Balance): 1.63%

Securitized Asset Backed Receivables LLC Trust 2004-DO2 Total

  -- $4.9 million class A-1 affirmed at 'AAA';
  -- $0.5 million class A-2 affirmed at 'AAA';
  -- $12.4 million class M-1 affirmed at 'AA';
  -- $10.1 million class M-2 downgraded to 'BBB+' from 'A+';
  -- $3.1 million class M-3 downgraded to 'BBB' from 'A';
  -- $2.5 million class B-1 downgraded to 'BBB-' from 'A-';
  -- $1.9 million class B-2 downgraded to 'BB' from 'BBB';
  -- $0.9 million class B-3 downgraded to 'BB-' from 'BBB-';

Deal Summary

  -- Originators: Decision One (100%)
  -- 60+ day Delinquency: 33.35%
  -- Realized Losses to date (% of Original Balance): 1.24%

Securitized Asset Backed Receivables LLC Trust 2004-NC1

  -- $67.5 million class M-1 affirmed at 'AA';
  -- $56.4 million class M-2 affirmed at 'A';
  -- $8.9 million class M-3 affirmed at 'A-';
  -- $3.6 million class B-1 affirmed at 'BBB+';
  -- $3.3 million class B-2 affirmed at 'BBB';
  -- $3.7 million class B-3 downgraded to 'BB' from 'BBB-';

Deal Summary

  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 14.31%
  -- Realized Losses to date (% of Original Balance): 1.43%

Securitized Asset Backed Receivables LLC 2004-NC3

  -- $13.3 million class M-1 rated 'AA+', placed on Rating Watch    
     Negative;

  -- $2.8 million class M-2 downgraded to 'BBB' from 'A';

  -- $0.6 million class M-3 downgraded to 'BB+' from 'A-';

  -- $0.5 million class B-1 downgraded to 'BB' from 'BBB+';

  -- $0.4 million class B-2 downgraded to 'BB' from 'BBB';

  -- $0.2 million class B-3 downgraded to 'BB-' from 'BBB-';

  -- $0.1 million class B-4 downgraded to 'B' from 'BB+';

Deal Summary

  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 38.29%
  -- Realized Losses to date (% of Original Balance): 0.47%

Securitized Asset Backed Receivables LLC Trust 2004-OP1

  -- $110.9 million class M-1 affirmed at 'AA+';
  -- $61.6 million class M-2 affirmed at 'A';
  -- $5.9 million class M-3 affirmed at 'A-';
  -- $6.1 million class B-1 affirmed at 'BBB+';
  -- $5.1 million class B-2 affirmed at 'BB+';
  -- $7.1 million class B-3 downgraded to 'B-/DR1' from 'CCC/DR1';

Deal Summary

  -- Originators: Option One Mortgage Corp. (100%)
  -- 60+ day Delinquency: 19.65%
  -- Realized Losses to date (% of Original Balance): 1.43%

Securitized Asset Backed Receivables LLC Trust, Series 2004-OP2

  -- $12.0 million class A-1 affirmed at 'AAA';
  -- $1.0 million class A-2 affirmed at 'AAA';
  -- $47.3 million class M-1 affirmed at 'AA';
  -- $40.3 million class M-2 affirmed at 'A';
  -- $8.2 million class M-3 affirmed at 'A';
  -- $10.7 million class B-1 downgraded to 'BBB' from 'A-';
  -- $9.5 million class B-2 downgraded to 'BBB-' from 'BBB+';
  -- $4.8 million class B-3 downgraded to 'BB' from 'BBB';
  -- $3.0 million class B-4 downgraded to 'BB-' from 'BBB-';

Deal Summary

  -- Originators: Option One Mortgage Corp. (100%)
  -- 60+ day Delinquency: 17.66%
  -- Realized Losses to date (% of Original Balance): 1.14%


SARATOGA SPRINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Saratoga Springs on Camelback, LLC
        14500 N. Northsight Blvd., Ste. 100
        Scottsdale, AZ 85260

Bankruptcy Case No.: 08-04700

Chapter 11 Petition Date: April 24, 2004

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: David WM Engelman, Esq.
                  Engelman Berger, P.C.
                  3636 N. Central Ave., Ste. 700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  Email: dwe@engelmanberger.com
                  http://www.engelmanberger.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


SEAENA INC: Weaver & Martin Raises Substantial Doubt
----------------------------------------------------
Weaver & Martin, LLC, in Kansas City, Mo., raised substantial
doubt about Seaena, Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses and negative cash flows from
operations.

For the year ended Dec. 31, 2007, the company posted a $3,420,400
net loss on $3,336,957 of revenues compared with a $9,875,464 net
loss on $4,272,495 of revenues in the prior year period ended Dec.
31, 2006.

At Dec. 31, 2007, the company's balance sheet showed $4,601,656 in
total assets and $5,779,145 in total liabilities, resulting in a
$1,177,490 stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $1,259,057 in total current assets available to pay
$5,779,145 in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, increased to
$35,032,452 from $31,612,052 at Dec. 31, 2007.

                         Subsequent Events

Seaena, Inc., entered on Jan. 15, 2008, into a binding letter of
intent with Concord Industries, Inc.  Seaena will acquire Concord
in a reverse acquisition.  Under the letter of intent, Seaena will
issue a number of shares equal to 60% of the shares then
outstanding to the Concord shareholders in exchange for their
Concord shares.  About 53% of the shares would be released to the
Concord shareholders at closing and 7% would be held in escrow and
released upon having achieved certain milestones over the three-
year period following the closing.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b44

                            About Saena

Based in Las Vegas, Seaena, Inc. (OTCBB: SEAI) --
http://www.seaena.com/-- distributes etched crystal goods.  The  
company also develops and sells laser machinery.  The company
operates primarily in the United States, China, and Europe.


SHEAFE HARBOR: Chapter 7 Filing Suspends Foreclosure Auction
------------------------------------------------------------
A foreclosure action against Sheafe Harbor House was suspended
after Sheafe Harbor House Inc. -- a nonprofit organization
representing the Sheafe Harbor House -- filed for Chapter 7
bankruptcy protection, Erin Plummer of the Citizen.com reports.

Various reports say the foreclosure auction, which was scheduled
for April 25, was sought by mortgage holder Marion Hurley.  The
auction has been postponed until 2 p.m. on June 6, the reports
relate.

Reports note that at the March town meeting, voters approved a
$60,000 dilapidated building warrant article which would have paid
for dismantling the building and removing it from the property
owned by Mr. Hurley, who had reached an agreement with the town in
January over the removal of the house.

Citizen.com, citing John Kalled, representative of Sheafe Harbor
House Inc., says the bankruptcy proceeding was meant to stop what
they believe is inappropriate conduct by the town and the
mortgagor.  

Citizen.com quotes Mr. Kalled as saying: "All rulings and
proceedings must now take place in bankruptcy court and no
judicial action of any kind can be carried out without proceedings
by the bankruptcy judge.  Barring a few exceptions as of now the
home plate is the bankruptcy court in Manchester, New Hampshire."

                     About Sheafe Harbor House

Sheafe Harbor House is a large home which is located next to the
Center Harbor Congregational Church.  The house was built by
Portsmouth merchant William Sheafe in 1877 as a summer home and
for years was a landmark property in the town.  It became the Twin
Gates Manor Nursing Home in 1949 and later was an apartment
building with the original carriage sheds renovated to become the
Dybros House of Jewelry and Gift Shop.


SILVER BEACH: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Silver Beach, LLC
        P.O. Box 530653
        Henderson, NV 89053

Bankruptcy Case No.: 08-13995

Chapter 11 Petition Date: April 24, 2008

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Jeffrey R. Sylvester, Esq.
                  Sylvester & Polednak, Ltd.
                  Email: jeff@sylvesterpolednak.com
                  7371 Prairie Falcon Rd., Ste 120
                  Las Vegas, NV 89128
                  Tel: (702) 952-5200
                  Fax: (702) 952-5205
                  http://www.sylvesterpolednak.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:      $100,000 to $1 million

Debtor's 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Atlantic Northstar, LLC        loan secured by first $8,146,282
P.O. Box 7777                  priority deed of
Frederiksted, VI 00841         trust on Florida
                               property; value of
                               security: $8,000,000

                               unsecured portion of  $146,282
                               real estate loan

John Mulder Irrevocable Trust  loan secured by first $177,219
P.M.B. 29 Box 10001            priority deed of
Saipan, MP 96950               trust in Blackhorse
                               condominium Unit
                               1022 in Las Vegas,
                               Nevada; value of
                               security: $164,000

                               unsecured portion of  $13,219
                               real estate loan

Pacific Northstar, LLC         loan secured by first $176,485
P.M.B. 29 Box 10001            priority deed of
Saipan, MP 96950               trust in Blackhorse
                               condominium Unit 2023
                               in Las Vegas, NV;
                               value of security:
                               $170,000

                               unsecured portion of  $6,485
                               real estate loan

Country of Volusia, Florida    real property taxes   $100,967

Scruggs & Carmichael           legal services        $17,254

Environmental Land Services    construction vendor   $3,100

The City of Daytona Beach      utilities             $2,336

Poolsure                       construction vendor   $420

Blackhorse HOA                 homeowner's           $238
                               association dues

Jeff Godley                    maintenance           $100


SKYBUS AIRLINES: Selling Aircraft to Rossiya Airlines For $21.9MM
-----------------------------------------------------------------
Skybus Airlines Inc. seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to sell an Airbus Model A319-
117 aircraft, including two CFM56-5A5 engines, to Rossiya Airlines
-- STC Russia for $21.9 million, free and clear of liens and
interests.

The sale is expected to provide net proceeds of at least
$3.8 million to the Debtor's bankruptcy estate and full payment to
liendholder PK AirFrance US Inc.  The aircraft is subject to the
lien of PK AirFrance of $17.8 million under the credit agreement
dated Dec. 5, 2007.

The Debtor and Rossiya entered into a letter of intent March 28,
2008, that requires a closing of the sale by May 15, 2008.  

A hearing is set for May 15, 2008, at 2:00 p.m., to consider the
sale.  Objections, if any, are due May 8, 2008, at 4:00 p.m.

The Debtor is presently completing the negotiation of an asset
purchase agreement incorporating the terms of Rossiya's letter of
intent, and a copy of the APA will be filed with Court before the
hearing of the Debtor's request.

Skyworks Leasing LLC has been retained to assist the Debtor in
marketing the aircraft.

A full-text copy of Rossiya's Letter of Intent dated March 28,
2008, is available for free at

            http://ResearchArchives.com/t/s?2b46

                    About Skybus Airlines

Headquartered in Columbus, Ohio, Skybus Airlines, Inc., --
http://www.skybus.com/-- operates a domestic airline and had
destinations in 15 cities in the United States.  On April 4, 2008,
it ceased its flights opeartions and grounded all of its
acircrafts.  The company filed for Chapter 11 protection on April
5, 2008 (Bankr. D. Del. Case No.08-10637).   Adam G. Landis, Esq.,
and Matthew B. McGuire, Esq., at Landis Rath & Cobb LLP, represent
the Debtor in its restructuring efforts.  The U.S. Trustee for
Region 3 appointed an Official Committee of Unsecured Creditors in
this case.  David B. Stratton, Esq., at Pepper Hamilton LLP,
represents the Committee.  When the Debtor filed for protection
against its creditors, it listed assets between $100 million and
$500 million and debts between $10 million and $100 million.


SMARTIRE SYSTEMS: CFO Finkelstein Quits; Dodge Named Interim CFO
----------------------------------------------------------------
Chief Financial Officer Jeff Finkelstein resigned from SmarTire
Systems Inc. for personal reasons.

SmarTire says there is no disagreement with Mr. Finkelstein on any
matter relating to the company's operations, policies or
practices.

The Board of Directors of SmarTire appointed David A. Dodge as
interim Chief Financial Officer.

Mr. Dodge previously served as Vice President and Chief Financial
Officer of NeoMedia Technologies, Inc., a publicly traded software
development company, from 2002 to 2007.  From 1999 to 2002, prior
to assuming Chief Financial Officer responsibilities, Mr. Dodge
held the positions of Financial Reporting Manager and Financial
Planning Director at NeoMedia.  Before joining NeoMedia, Mr. Dodge
was an auditor with Ernst & Young LLP from 1997 to 1999.

Mr. Dodge holds a B.A. in economics from Yale University and an
M.S. in accounting from the University of Hartford, and is also a
Certified Public Accountant.

                      About SmarTire Systems

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/-- develops
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.

SmarTire Systems Inc.'s balance sheet at Jan. 31, 2008, showed
total assets of $3.406 million and total liabilities of
$34.865 million, resulting to total shareholders' deficit of
$31.159 million.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 4, 2007,
BDO Dunwoody LLP, in Vancouver, Canada, conducted its audit of
SmarTire Systems Inc.'s consolidated financial statements for the
year ended July 31, 2006, in accordance with Canadian reporting
standards which do not permit a reference to such events and
conditions which cast substantial doubt about a company's ability
to continue as a going concern when these are adequately disclosed
in the financial statements.

The company has incurred recurring operating losses and has a
deficit of $104 million as at July 31, 2006.  The ability of the
company to continue as a going concern is in substantial doubt and
is dependent on achieving profitable operations, and obtaining the
necessary financing in order to achieve profitable operations.


SONICBLUE INC: Creditors Propose Voting Protocol for Rival Plans
----------------------------------------------------------------
Portside Growth and Opportunity Fund, Smithfield Fiduciary LLC and
Citadel Equity Fund Ltd., and the holders of 2002 Notes issued by
SONICblue Inc. and its debtor-affiliates, ask the U.S. Bankruptcy
Court for the Northern District of California to approve voting
and solicitation procedures for competing Chapter 11 plans of
liquidation.

In addition, the Noteholders want the Court to fix dates for
hearing to consider confirmation of these plans.

The Noteholders relate that there are two competing Chapter 11
plans, namely:

   -- the first joint plan of liquidation and its accompanying
      disclosure statement filed on April 11 by the 2002
      Noteholders; and

   -- an April 22 liquidation plan filed by SonicBlue Claims LLC.
                     
The Competing Plans are substantially similar, the Noteholders
relate, but with exceptions:

   1) Pursuant to the 2002 Noteholders Plan, the 2002 Noteholders
      will make a $5 million contribution for the benefit of
      general unsecured creditors and, subject to certain
      conditions, for the benefit of the 1996 Noteholders, as part
      of a proposed settlement.

      The proposed settlement would resolve the objection of the
      Chapter 11 Trustee to the allowance of a portion of the 2002
      Noteholders' claims and the litigation commenced by the
      Chapter 11 Trustee against the 2002 Noteholders.

   2) The SB Claims Plan provides for the release of a $14 million
      administrative claim filed by SB Claims on Feb. 8, 2008, and
      amended on April 15, 2008 which the Chapter 11 Trustee has
      disputed, in exchange for a release of any causes of action
      that the Debtors' estates have -- including litigation
      commenced by the Chapter 11 Trustee -- against SB Claims.  
      The SB Claims Plan also provides for the appointment of
      Patrick M. Costello as the Plan Administrator.

The Noteholders specifically tell the Court that they want to
create an omnibus set of procedures designed to facilitate the
contemporaneous solicitation of the respective competing plans, as
applicable, and thereby avoid duplication of effort and mitigate
costs to the estates.

The 2002 Noteholders, in a provision in the solicitation
procedures, wants July 17, 2008 as the hearing date on the
confirmation of these competing plans.  The Noteholders also ask
the Court to set July 1, 2008 as the deadline for objections to
the plans and the hearing.

                         About SONICblue

Headquartered in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The Company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems, Inc., ReplayTV, Inc., and Sensory Science
Corporation, filed for chapter 11 protection on Mar. 21, 2003
(Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778).

Michael L. Cook, Esq., at Schulte, Roth & Zabel LLP, represents
the Debtors.  Wells Fargo Trumbull serves as the Debtors' claims
agent.  An Official Committee of Unsecured Creditors has been
appointed in these cases.  Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represents the Committee.

When the Debtors filed for protection from their creditors, they
listed assets totaling $342,871,000 and debts totaling
$335,473,000.


SOUTHLAND LAND: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Southland Land Corp.
        Attn: David R. Haberbush
        444 West Ocean Blvd., Ste. 1400
        Long Beach, CA 90802

Bankruptcy Case No.: 08-15429

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

Chapter 11 Petition Date: April 23, 2008

Court: Central District Of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Steven M. Spector, Esq.
                  Email: sms@jmbm.com
                  Jeffer, Mangels, Butler & Marmaro
                  1900 Avenue Of The Stars 7th Flr.
                  Los Angeles, CA 90067
                  Tel: (310) 203-8080
                  http://www.jmbm.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
University Villiage, LLC       tort                  $10,000,000
Attn: Jerry L. Kay
10960 Wilshire Blvd.,
Ste. 1400
Los Angeles, CA 90024

El Paseo South Gate, LLC and   tort                  $3,906,759
Attn: James Ross, Esq.
11601 Wilshire Blvd., Ste. 800
Los Angeles, CA 90025

Arcanum Invs. Employee Pension tort claims           $3,580,587
Attn: Ephriam Kranitz, Esq.
4929 Wilshire Blvd., Ste. 410
Los Angeles, CA 90010

Madeline Kranitz Living Trust  tort                  $3,580,587
Attn: Ephriam Kranitz, Esq.
4929 Wilshire Blvd., Ste. 410
Los Angeles, CA 90010

Rothenberg, Sawasy Architects  architectural         $3,034,970
Attn: Cynthia Wolcott
2603 Main Street, E. Twr. 1300
Irvine, CA 92614-6228

Michael L. Keele               indemnification and   $2,425,999
Attn: Richard Golubov          compensation
660 Newport Center Dr.,
4th Flr.
Newport Beach, CA 92660-6401

Jaroslav Marik, MD             promissory note       $1,221,365
Attn: Joseph Lange
222 N. Sepulveda Blvd.,
Ste. 1560
El Segundo, CA 90245

QSR Management, Inc.           breach of lease       $1,000,000
2007 E. 4th Street
Ontario, CA 91764

The Doron Partnership          promissory note       $750,000
Attn: Lawrence Slade
14146 Killian St., Ste. 100
Van Nuys, CA 91401

Blair Drive Partners           promissory note       $300,000
Attn: Lawrence Slade
14146 Killian St., Ste. 100
Los Angeles, CA 90068

California Portland Cement     cement                $192,633
Com.

Atelier V: Architecture        architectural         $192,107


STRIKEFORCE TECHNOLOGIES: Li & Company Raises Substantial Doubt
---------------------------------------------------------------
Li & Company, PC, in Skillman, N.J., raised substantial doubt
about StrikeForce Technologies, Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's net loss, cash used in operations,
accumulated deficit, and negative working capital.

For the year ended Dec. 31, 2007, the company posted a $3,998,402
net loss on $661,580 of revenues as compared with a $3,154,234 net
loss on $338,445 of revenues in the prior year period ended Dec.
31, 2006.

At Dec. 31, 2007, the company's balance sheet showed $1,841,627 in
total assets and $7,457,345 in total liabilities, resulting in a
$5,615,718 stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $382,400 in total current assets available to pay
$5,828,075 in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, increased to
$16,376,450 from $12,378,048 at Dec. 31, 2006.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b42

Based in Edison, N.J., StrikeForce Technologies Inc. (OTC: SKFT)
-- http://www.strikeforcetech.com/-- is a software development  
and services company.  The company owns the exclusive right to
license and develop various identification protection software
products that were developed to protect computer networks from
unauthorized access and to protect network owners and users from
identity theft.  The company has developed a suite of products
based upon the licenses and the Company is seeking to commercially
exploit the products in the areas of financial, services,
e-Commerce, corporate, government and consumer sectors.


SWINGSET HOLDINGS: S&P Attaches 'B' Rating on High Debt Leverage
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and stable outlook to Watertown, Massachusetts-based
Swingset Holdings Corp., parent of Bright Horizons Family
Solutions Inc.

At the same time, S&P assigned a bank loan rating of 'BB-', two
notches higher than the corporate credit rating on the parent, to
operating subsidiary Bright Horizons' $440 million senior secured
bank loan credit facilities.  S&P also assigned a recovery rating
of '1' to this debt, indicating S&P's expectation of very high
(90%-100%) recovery of principal in the event of a payment
default.  The credit facilities consist of a $75 million revolving
credit facility due 2014 and a $365 million term loan B due 2015.
     
Pro forma for the transaction, total debt outstanding was
$775 million as of March 31, 2008.
     
"The rating reflects high debt leverage and weak pro forma cash
flow protection resulting from the pending leveraged acquisition
of the company by an affiliate of Bain Capital Partners LLC," said
Standard & Poor's credit analyst Hal F. Diamond, "in view of the
company's growth strategy of opening new centers and
acquisitions."

These risks are only partially offset by the company's good
business position in the competitive and fragmented childcare
market, and some stability in operating performance gained through
long-term contacts with corporate sponsors.


TABERNA PREFERRED: Moody's Downgrades Ratings on Real Estate CDOs
-----------------------------------------------------------------
Moody's Investors Service downgraded notes issued by CDOs with
significant exposure to residential mortgage Real Estate
Investment Trust Trust Preferred Securities and homebuilder
securities.

These rating actions were prompted by continued credit
deterioration and defaults in the residential mortgage REIT and
homebuilder sectors.  The CDOs listed below have significant
exposure to these sectors, ranging from approximately 25% to 50%
of their aggregate portfolio balances.  These rating actions also
reflect uncertainties over final workout values, which are
expected to be low, for defaulted assets in the underlying
collateral pool.  Moody's outlook for REIT TRUP CDOs is negative
for 2008.

Moody's will continue to monitor developments in the specialty
mortgage area and update the ratings of affected CDOs accordingly.

Issuer: Attentus CDO I, Ltd.

Class Description: $280,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due May 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $20,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due May 2036

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

Class Description: $65,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due May 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2 on review for possible downgrade

Class Description: $10,000,000 Class C-1 Fourth Priority
Deferrable Secured Floating Rate Notes Due May 2036

  -- Current Rating: B3
  -- Prior Rating: Aa3 on review for possible downgrade

Issuer: Attentus CDO II, Ltd.

Class Description: $235,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2041, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041, Downgraded to Aa3 from Aaa

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

Class Description: $55,000,000 Class A-3A Third Priority Senior
Secured Floating Rate Notes Due 2041, Downgraded to A1 from Aaa

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

Class Description: $5,000,000 Class A-3B Third Priority Senior
Secured Fixed/Floating Rate Notes Due 2041, Downgraded to A1 from
Aaa

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

Class Description: $20,000,000 Class B Fourth Priority Deferrable
Secured Floating Rate Notes Due 2041, Downgraded to Ba3 from Aa2

  -- Current Rating: Ba3
  -- Prior Rating: Aa2 on review for possible downgrade

Class Description: $32,000,000 Class C Fifth Priority Deferrable
Secured Floating Rate Notes Due 2041, Downgraded to Caa3 from A2

  -- Current Rating: Caa3
  -- Prior Rating: A2 on review for possible downgrade

Class Description: $22,000,000 Type I Composite Notes Due 2041

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

Issuer: Attentus CDO III, Ltd.

Class Description: $100,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes Due 2042, Downgraded to Aa1 from Aaa

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

Class Description: $100,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2042, Downgraded to Aa3 from Aaa

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

Class Description: $34,000,000 Class B Fourth Priority Deferrable
Secured Floating Rate Notes Due 2042, Downgraded to Baa1 from Aa2

  -- Current Rating: Baa1
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $16,000,000 Class C-1 Fifth Priority Deferrable
Secured Floating Rate Notes Due 2042, Downgraded to Ba1 from A2

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

Class Description: $15,000,000 Class C-2 Fifth Priority Deferrable
Secured Fixed/Floating Rate Notes Due 2042, Downgraded to Ba1 from
A2

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

Issuer: Kodiak CDO I, Ltd.

Class Description: $338,500,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2037, Downgraded to Aa1 from Aaa

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

Class Description: $103,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2037, Downgraded to Aa3 from Aaa

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

Class Description: $83,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2037, Downgraded to Aa3 from Aa1

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

Class Description: $30,000,000 Class C Fourth Priority Secured
Deferrable Floating Rate Notes Due 2037, Downgraded to Ba1 from
Aa3

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

Issuer: Taberna Preferred Funding II, Ltd.

Class Description: Class A-1a, Downgraded to A3 from Aaa; Placed
Under Review for further Possible Downgrade

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

Class Description: Class A-1b, Downgraded to A3 from Aaa; Placed
Under Review for further Possible Downgrade

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

Class Description: Class A-1c, Downgraded to A3 from Aaa; Placed
Under Review for further Possible Downgrade

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

Class Description: Class B, Downgraded to Ba3 from Aa2; Placed
Under Review for further Possible Downgrade

  -- Current Rating: Ba3, on review for possible downgrade
  -- Prior Rating: Aa2, on review for possible downgrade

Issuer: Taberna Preferred Funding III, Ltd.

Class Description: $188,500,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $ 210,000,000 Class A-1B First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $ 10,000,000 Class A-1C First Priority Senior
Secured Fixed/Floating Rate Notes Due 2036

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $ 38,500,000 Class A-2A Second Priority Senior
Secured Floating Rate Notes Due 2036

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

Class Description: $ 91,250,000 Class B-1 Fourth Priority Secured
Floating Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $ 7,500,000 Class B-2 Fourth Priority Secured
Fixed/Floating Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Issuer: Taberna Preferred Funding IV, Ltd.

Class Description: $313,350,000 Class A-1 First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $ 81,450,000 Class B-1 Fourth Priority Secured
Floating Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $ 7,000,000 Class B-2 Fourth Priority Secured
Fixed Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Issuer: Taberna Preferred Funding V, Ltd.

Class Description: $100,000,000 Class A-1LA Floating Rate Notes
Due August 2036-1, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $250,000,000 Class A-1LAD Delayed Draw Floating
Rate Notes Due August 2036, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $60,000,000 Class A-1LB Floating Rate Notes Due
August 2036, Downgraded to Aa3 from Aaa

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

Class Description: $90,000,000 Class A-2L Deferrable Floating Rate
Notes Due August 2036, Downgraded to Ba2 from Aa3

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

Issuer: Taberna Preferred Funding VI, Ltd.

Class Description: $50,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $305,000,000 Class A-1B First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $90,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2036

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

Class Description: $18,000,000 Class B Third Priority Secured
Floating Rate Notes Due 2036

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

Class Description: $97,000,000 Class C Fourth Priority Secured
Floating Rate Notes Due 2036

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

Issuer: Taberna Preferred Funding VII, Ltd.

Class Description: $350,000,000 Class A-1LA Floating Rate Notes
Due February 2037, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $120,000,000 Class A-1LB Floating Rate Notes
Due February 2037, Downgraded to Aa3 from Aaa

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

Class Description: $25,000,000 Class A-2LA Floating Rate Notes Due
February 2037, Downgraded to A2 from Aa2

  -- Current Rating: A2
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $50,000,000 Class A-2LB Deferrable Floating
Rate Notes Due February 2037, Downgraded to Ba2 from Aa3

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

Issuer: Trapeza CDO X, Ltd.

Class Description: $268,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2041

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $69,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $31,000,000 Class B Third Priority Secured
Deferrable Floating Rate Notes Due 2041

  -- Current Rating: Baa3
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $21,000,000 Class C-1 Fourth Priority Secured
Deferrable Floating Rate Notes Due 2041

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

Class Description: $35,000,000 Class C-2 Fourth Priority Secured
Deferrable Fixed/Floating Rate Notes Due 2041

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

Class Description: $20,000,000 Composite Notes Due 2041

  -- Current Rating: Baa3
  -- Prior Rating: Aa2, on review for possible downgrade


TARPON INDUSTRIES: Files for Chapter 11 Protection in Michigan
--------------------------------------------------------------
Tarpon Industries, Inc. filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code with the United States Bankruptcy Court for the Eastern
District of Michigan.  Tarpon's Board of Directors has unanimously
determined that Chapter 11 reorganization is in the best long-term
interest of the company, its customers, shareholders, and
employees.

Tarpon will maintain all business operations during the bankruptcy
proceedings, and intends to emerge from bankruptcy at the earliest
possible date as a stronger and more significant business.  Tarpon
will receive debtor in possession financing from Laurus Master
Fund, Ltd., Tarpon's senior secured lender, which is expected to
provide Tarpon with the financing it needs to meet its commitments
and to grow its business.

"This is a prudent action for Tarpon because it affords us the
opportunity to continue to operate and maintain solid
relationships with our customers," James W. Bradshaw, Chairman and
CEO of Tarpon, said.  "Continuing to provide a high level of
product quality and customer service is paramount to Tarpon.  We
look at todayÂ’s announcement as a necessary but short-term step,
as we work toward a more viable plan for the long-term
capitalization of the company."

Tarpon has filed a series of first day motions in the Bankruptcy
Court to ensure that it will not have any interruption in
maintaining and honoring all of its commitments to its customers.
The motions also address Tarpon's continued ability to pay its
vendors, the retention of various professional advisors, and other
matters.

Headquartered in Marysville, Michigan, Tarpon Industries, Inc.
(OTC BB: TPOS) -- http://www.tarponind.com/-- manufactures and  
sells engineered steel storage rack systems and structural and
mechanical steel tubing.  


TCW LINC: Paydown Cues S&P to Withdraw Ratings on Two Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-3A and A-3B notes issued by TCW LINC III CBO Ltd., an
arbitrage corporate high-yield collateralized bond obligation
transaction managed by TCW Asset Management Co.
     
The rating withdrawals follow the complete paydown of the class A-
3A and A-3B notes.
  
                        Ratings Withdrawn

                       TCW LINC III CBO Ltd.
  
                      Rating          Balance (million)
                      ------          -----------------
             Class   To    From     Current      Original
             -----   --    ----     -------      --------
             A-3A    NR    CC         0.000        $34.00
             A-3B    NR    CC         0.000        $45.00

                           NR - Not rated.


TISHMAN SPEYER: S&P Cuts Ratings to 'B'; Gives Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on privately held Tishman Speyer Archstone-Smith
Multifamily Guarantor L.P., Tishman Speyer Archstone-Smith
Multifamily Parallel Guarantor LLC, and operating subsidiary
Archstone-Smith Operating Trust to 'B' from 'BB-'.  

Additionally, S&P revised its outlook on the companies to negative
from stable.   At the same time, S&P lowered its ratings on the
operating subsidiary's $5.5 billion secured credit facility to
'B', but S&P did not change the assigned recovery rating of '4'.

This rated debt is part of a larger financing package that enabled
the leveraged buyout of Archstone-Smith (previously a public real
estate investment trust) in October 2007.  After taking these
rating actions, S&P withdrew all of the Tishman Speyer-related
ratings at the company's request.
     
The rating actions and negative outlook revision prior to the
rating withdrawals reflected the impact of the currently more
challenging credit market environment, which has slowed asset
sales and, S&P believes, could hinder the company's ability to
dispose of assets in as profitable and timely a fashion as it had
initially envisioned.  This could, in turn, weigh on the company's
already weak financial profile, as the aggressive disposition of
assets is critical for deleveraging the balance sheet and for
ultimately repaying rated bank debt, which currently comes due
between 2011 and 2012.  The slower disposition pace could also
result in faster depletion of the initial (three-year) interest
reserve that the company established to meet its quarterly debt
service obligations.
     
Archstone-Smith Operating Trust continues to control a substantial
portfolio of well-occupied, high-quality apartment communities in
the U.S. and Germany.

             Ratings Lowered and Subsequently Withdrawn

     Tishman Speyer Archstone-Smith Multifamily Guarantor L.P.
Tishman Speyer Archstone-Smith Multifamily Parallel Guarantor LLC
                  Archstone-Smith Operating Trust
  
                                        Rating
                                        ------
                          To (final) To (interim)    From
                          ---------- ------------    ----
Corporate credit         NR         B/Negative/--   BB-/Stable/--

Secured credit facility  NR         B (Recov rtg:4) BB-
                                                     (Recov rtg:4)


TRAPEZA CDO: Credit Defaults Cue Moody's Ratings Cuts on Notes
--------------------------------------------------------------
Moody's Investors Service downgraded notes issued by CDOs with
significant exposure to residential mortgage Real Estate
Investment Trust Trust Preferred Securities and homebuilder
securities.

These rating actions were prompted by continued credit
deterioration and defaults in the residential mortgage REIT and
homebuilder sectors.  The CDOs listed below have significant
exposure to these sectors, ranging from approximately 25% to 50%
of their aggregate portfolio balances.  These rating actions also
reflect uncertainties over final workout values, which are
expected to be low, for defaulted assets in the underlying
collateral pool.  Moody's outlook for REIT TRUP CDOs is negative
for 2008.

Moody's will continue to monitor developments in the specialty
mortgage area and update the ratings of affected CDOs accordingly.

Issuer: Attentus CDO I, Ltd.

Class Description: $280,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due May 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $20,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due May 2036

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

Class Description: $65,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due May 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2 on review for possible downgrade

Class Description: $10,000,000 Class C-1 Fourth Priority
Deferrable Secured Floating Rate Notes Due May 2036

  -- Current Rating: B3
  -- Prior Rating: Aa3 on review for possible downgrade

Issuer: Attentus CDO II, Ltd.

Class Description: $235,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2041, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041, Downgraded to Aa3 from Aaa

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

Class Description: $55,000,000 Class A-3A Third Priority Senior
Secured Floating Rate Notes Due 2041, Downgraded to A1 from Aaa

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

Class Description: $5,000,000 Class A-3B Third Priority Senior
Secured Fixed/Floating Rate Notes Due 2041, Downgraded to A1 from
Aaa

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

Class Description: $20,000,000 Class B Fourth Priority Deferrable
Secured Floating Rate Notes Due 2041, Downgraded to Ba3 from Aa2

  -- Current Rating: Ba3
  -- Prior Rating: Aa2 on review for possible downgrade

Class Description: $32,000,000 Class C Fifth Priority Deferrable
Secured Floating Rate Notes Due 2041, Downgraded to Caa3 from A2

  -- Current Rating: Caa3
  -- Prior Rating: A2 on review for possible downgrade

Class Description: $22,000,000 Type I Composite Notes Due 2041

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

Issuer: Attentus CDO III, Ltd.

Class Description: $100,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes Due 2042, Downgraded to Aa1 from Aaa

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

Class Description: $100,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2042, Downgraded to Aa3 from Aaa

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

Class Description: $34,000,000 Class B Fourth Priority Deferrable
Secured Floating Rate Notes Due 2042, Downgraded to Baa1 from Aa2

  -- Current Rating: Baa1
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $16,000,000 Class C-1 Fifth Priority Deferrable
Secured Floating Rate Notes Due 2042, Downgraded to Ba1 from A2

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

Class Description: $15,000,000 Class C-2 Fifth Priority Deferrable
Secured Fixed/Floating Rate Notes Due 2042, Downgraded to Ba1 from
A2

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

Issuer: Kodiak CDO I, Ltd.

Class Description: $338,500,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2037, Downgraded to Aa1 from Aaa

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

Class Description: $103,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2037, Downgraded to Aa3 from Aaa

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

Class Description: $83,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2037, Downgraded to Aa3 from Aa1

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

Class Description: $30,000,000 Class C Fourth Priority Secured
Deferrable Floating Rate Notes Due 2037, Downgraded to Ba1 from
Aa3

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

Issuer: Taberna Preferred Funding II, Ltd.

Class Description: Class A-1a, Downgraded to A3 from Aaa; Placed
Under Review for further Possible Downgrade

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

Class Description: Class A-1b, Downgraded to A3 from Aaa; Placed
Under Review for further Possible Downgrade

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

Class Description: Class A-1c, Downgraded to A3 from Aaa; Placed
Under Review for further Possible Downgrade

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

Class Description: Class B, Downgraded to Ba3 from Aa2; Placed
Under Review for further Possible Downgrade

  -- Current Rating: Ba3, on review for possible downgrade
  -- Prior Rating: Aa2, on review for possible downgrade

Issuer: Taberna Preferred Funding III, Ltd.

Class Description: $188,500,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $ 210,000,000 Class A-1B First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $ 10,000,000 Class A-1C First Priority Senior
Secured Fixed/Floating Rate Notes Due 2036

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $ 38,500,000 Class A-2A Second Priority Senior
Secured Floating Rate Notes Due 2036

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

Class Description: $ 91,250,000 Class B-1 Fourth Priority Secured
Floating Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $ 7,500,000 Class B-2 Fourth Priority Secured
Fixed/Floating Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Issuer: Taberna Preferred Funding IV, Ltd.

Class Description: $313,350,000 Class A-1 First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $ 81,450,000 Class B-1 Fourth Priority Secured
Floating Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $ 7,000,000 Class B-2 Fourth Priority Secured
Fixed Rate Notes Due 2036

  -- Current Rating: Ba1
  -- Prior Rating: Aa2, on review for possible downgrade

Issuer: Taberna Preferred Funding V, Ltd.

Class Description: $100,000,000 Class A-1LA Floating Rate Notes
Due August 2036-1, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $250,000,000 Class A-1LAD Delayed Draw Floating
Rate Notes Due August 2036, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $60,000,000 Class A-1LB Floating Rate Notes Due
August 2036, Downgraded to Aa3 from Aaa

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

Class Description: $90,000,000 Class A-2L Deferrable Floating Rate
Notes Due August 2036, Downgraded to Ba2 from Aa3

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

Issuer: Taberna Preferred Funding VI, Ltd.

Class Description: $50,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $305,000,000 Class A-1B First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2036

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $90,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2036

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

Class Description: $18,000,000 Class B Third Priority Secured
Floating Rate Notes Due 2036

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

Class Description: $97,000,000 Class C Fourth Priority Secured
Floating Rate Notes Due 2036

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

Issuer: Taberna Preferred Funding VII, Ltd.

Class Description: $350,000,000 Class A-1LA Floating Rate Notes
Due February 2037, Downgraded to Aa1 from Aaa

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $120,000,000 Class A-1LB Floating Rate Notes
Due February 2037, Downgraded to Aa3 from Aaa

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

Class Description: $25,000,000 Class A-2LA Floating Rate Notes Due
February 2037, Downgraded to A2 from Aa2

  -- Current Rating: A2
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $50,000,000 Class A-2LB Deferrable Floating
Rate Notes Due February 2037, Downgraded to Ba2 from Aa3

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

Issuer: Trapeza CDO X, Ltd.

Class Description: $268,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2041

  -- Current Rating: Aa1
  -- Prior Rating: Aaa

Class Description: $69,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041

  -- Current Rating: Aa2
  -- Prior Rating: Aaa

Class Description: $31,000,000 Class B Third Priority Secured
Deferrable Floating Rate Notes Due 2041

  -- Current Rating: Baa3
  -- Prior Rating: Aa2, on review for possible downgrade

Class Description: $21,000,000 Class C-1 Fourth Priority Secured
Deferrable Floating Rate Notes Due 2041

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

Class Description: $35,000,000 Class C-2 Fourth Priority Secured
Deferrable Fixed/Floating Rate Notes Due 2041

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

Class Description: $20,000,000 Composite Notes Due 2041

  -- Current Rating: Baa3
  -- Prior Rating: Aa2, on review for possible downgrade


TRM CORP: Board Appoints Paull and McNamara to Board of Directors
-----------------------------------------------------------------
Five directors have resigned from TRM Corp.'s board of directors
in connection with a Securities Purchase Agreement the company
entered into with LC Capital Master Fund, Ltd. and Lampe Conway &
Co., LLC, and the acquisition of LJR Consulting Corp., dba Access
To Money.

The board of directors has appointed Kenneth Paull and Thomas S.
McNamara on April 23, 2008, to fill existing vacancies.

The appointment was pursuant to a provision in the Purchase
Agreement allowing the Purchaser the right to appoint directors to
the company's board of directors depending on the amount of
warrants it holds.  The material terms of the Purchase Agreement
and the Purchaser's right to appoint directors are described in
the company's Current Report on Form 8-K filed on April 23, 2008.

Mr. Paull, 48, has been the Executive Vice President of Bluewave
Computing, an information technology outsourcing business, from
February 2007 to present.  Before joining Bluewave Computing, Mr.
Paull served as Senior Vice President-National Account and ATM
Divisions at RBS Lynk (formerly Lynk Systems), an electronic
payment processor, from January 2001 to January 2006.  Mr. Paull
will serve on the company's audit and compensation committees.

Mr. McNamara, 49, is an attorney and President of the law firm of
Indik & McNamara, P.C. from March 2000 to present, of which he is
a founding shareholder.  From October 2007 to present, Mr.
McNamara has also served as President and Chairman of the Board of
Directors of Innovative Clinical Solutions, Ltd., a company
engaged in implementing plans of liquidation.  Mr. McNamara will
serve on the Company's audit and compensation committees.

Additionally, Ethan S. Buyon, who was appointed as a director on
Feb. 22, 2008, will serve on the company's audit and compensation
committees.

                       About TRM Corporation

Headquartered in Portland, Oregon, TRM Corporation (Nasdaq: TRMM)
-- http://www.trm.com/-- is a consumer services company that   
provides convenience ATM services in high-traffic consumer
environments.  TRM's ATM customer base is widespread, with
retailers throughout the United States.  TRM operates the second
largest non-bank ATM network in the United States.  The company
has a presence in the United Kingdom through its TRM Services
Limited unit.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 24, 2008,
McGladrey & Pullen, LLP in Pennsylvania expressed substantial
doubt of the ability of TRM Corp. to continue as a going concern
after auditing the company's financial statements for the years
ended 2007 and 2006.  The auditing firm disclosed that it was
uncertain if 2008 operations will generate sufficient cash to
enable the company to comply with the covenants of its loan
agreements as well as pay its obligations on an ongoing basis.  
The firm added that a default under the company's financing
agreement with GSO Origination Funding Partners LP may render the
debt callable and trigger the cross-default provision in TRM
Inventory Funding Trust's Loan and Servicing Agreement.  


VIEW SYSTEMS: Davis Sita Raises Substantial Doubt
-------------------------------------------------
Davis, Sita & Company, P.A, in Greenbelt, Md., raised substantial
doubt on View Systems, Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

The auditing firm said, "The company has incurred ongoing
operating losses and does not currently have financing commitments
in place to meet expected cash requirements through 2008.  In
addition, certain notes payable have come due and the note holders
have demanded payment."

                             Defaults

A. Notes Payable

A note in the principal amount of $110,000 is payable to the
former shareholder of Xyros Technology, Inc.  The note is due on
demand with interest at 10% per annum.  As of Dec. 31, 2004, View
Systems is in default on the note, which was due in 1999.  The
company negotiated to repay the loan as cashflows permit, and this
debt remains outstanding.  View Systems is in doubt about the
intentions, will or ability of the noteholder to attempt
collection of this debt.  At this time, the entity is no longer in
existence, and the company has been unable to locate the
principals of that company.

B. Subscription Agreement

View Systems issued notes in the aggregate amount of $343,093
pursuant to a Subscription Agreement, dated Dec. 23, 2005, with
three accredited investors: Starr Consulting, Inc., Active
Stealth, LLC, and KCS Referral Service LLC.  

View Systems agreed to sell and the Subscribers agreed to purchase
convertible promissory notes and warrants.  However, on Jan. 6,
2006, the Subscribers consented to the removal of the warrants
from the subscription agreement, with the understanding that the
warrants would be reinstated after View Systems increased its
authorized common stock, and the shares underlying the warrants
would be registered at a later date.  

The Subscribers did not receive any other additional consideration
for the removal of the warrants.  The Subscribers agreed to
purchase up to an aggregate of $500,000 of 8% promissory notes
convertible into shares of our common stock at a per share
conversion price of $0.10.  

The notes were originally to be due and payable by Dec. 31, 2006.  
The Subscribers agreed to purchase the promissory notes over a 5-
month period in $100,000 per month installments; however, the
investment threshold was never achieved, so the conversion option
of the notes was terminated and the loans became due on demand
with interest at 8% per annum.  

As of March 31, 2008, the investors have demanded repayment of
these loans.

The company is taking steps to negotiate these defaults.

                            Financials

For the year ended Dec. 31, 2007, the company posted a $1,075,086
net loss on $1,256,534 of net revenues compared with a $1,140,452
net loss on $1,250,188 of net revenues in the prior year period
ended Dec. 31, 2006.

At Dec. 31, 2007, the company's balance sheet showed $1,507,054 in
total assets and $2,165,418 in total liabilities, resulting in a
$658,364 stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $225,629 in total current assets available to pay
$2,165,418 in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, stood at
$20,590,883.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b49

Based in Baltimore, Md., View Systems, Inc. (OTCBB: VYST) --
http://www.viewsystems.com/-- designs and develops computer  
software and hardware used in conjunction with surveillance
capabilities.  The technology utilizes the compression and
decompression of digital inputs.  In March 2002, the company
acquired Milestone Technology, Inc., which has developed a
concealed weapons detection portal.


VIKING SYSTEMS: Squar Milner Raises Substantial Doubt
-----------------------------------------------------
Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego
raised substantial doubt about Viking Systems, Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's significant recurring net
losses and negative cash flows from operating activities.

For the year ended Dec. 31, 2007, the company's net loss decreased
to $923,290 from $8,704,172 in 2006, while the company's net sales
for the year ended Dec. 31, 2007, increased to $8,466,203 from
$5,617,253 in the prior year period ended Dec. 31, 2006.

At Dec. 31, 2007, the company's balance sheet showed $4,669,340 in
total assets, $7,291,097 in total liabilities, and $8,814,241 in
series B redeemable preferred stock, resulting in an $11,435,998
stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $3,678,468 in total current assets available to pay
$7,255,733 in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, slightly
increased to $19,471,602 from $18,548,312 at Dec. 31, 2006.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b4e

Based in Westborough, Mass., Viking Systems, Inc. (OTCBB: VKNG) --
http://www.vikingsystems.com/-- develops, manufactures, and sells  
2D and 3D surgical visualization solutions for complex minimally
invasive surgery.  Viking partners with medical device companies
and healthcare facilities to provide surgeons with proprietary
visualization systems enabling minimally invasive surgical
procedures, which reduce patient trauma and recovery time.


VONAGE HOLDINGS: EVP & Chief Legal Officer Sharon O'Leary Resigns
-----------------------------------------------------------------
Vonage Holdings Corp. entered into a Confidential Separation
Agreement and General Release with Sharon A. O'Leary, its former
Executive Vice President, Chief Legal Officer and Secretary, who
stepped down from her position effective March 31, 2008.

Pursuant to the terms of the Separation Agreement, the company
agreed, in consideration for a general release and certain other
obligations, to make the following payments to Ms. O'Leary
consistent with the terms of her employment agreement:

   (a) $169,360, which constitutes Ms. O'Leary's bonus for 2007
       and was paid in a lump sum payment;

   (b) $42,340, which constitutes Ms. O'Leary's pro-rata bonus for
       2008 and will be paid in a lump sum payment not later than
       April 30, 2008;

   (c) $290,000, which represents Ms. O'Leary's annual base salary
       upon separation and which will be paid in substantially
       equal regular payroll installments, over a six-month
       period; and

   (d) at Ms. O'Leary's request until Dec. 31, 2008, an amount
       not exceeding $50,000 for outplacement services.

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband      
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

At Dec. 31, 2007, the company had $462.3 million in total assets
and $537.4 million in total liabilities, resulting in a
$75.1 million total stockholders' deficit.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2008,
BDO Seidman, LLP, in Woodbridge, N.J., raised substantial doubt as
to Vonage Holdings Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years Dec. 31, 2007, and 2006.


WESTMORELAND COAL: KPMG LLP Raises Substantial Doubt
----------------------------------------------------
KPMG LLP in Denver raised substantial doubt on Westmoreland Coal
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.  The auditing firm pointed to the
company's recurring losses from operations, negative working
capital, and shareholders' deficiency.

KPMG also expressed an adverse opinion on the effectiveness of the
company's internal control over financial reporting as of Dec. 31,
2007.

                            Financials

For the year ended Dec. 31, 2007, the company's net loss increased
to $21,793,000 from $12,698,000 in 2006, while its total revenues
for the year ended Dec. 31, 2007, also increased to $504,217,000
from $444,407,000 in the prior year period ended Dec. 31, 2006.

At Dec. 31, 2007, the company's balance sheet showed $782,528,000
in total assets and $959,785,000 in total liabilities, resulting
in a $177,257,000 shareholders' deficit

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $127,843,000 in total current assets available to
pay $222,517,000 in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, increased to
$170,243,000 from $148,450,000 at Dec. 31, 2006.

                        Subsequent Events

1. ROVA Refinancing

On March 17, 2008, Westmoreland Partners, the company's wholly
owned subsidiary, completed a refinancing with The Prudential
Insurance Company of America and Prudential Investment Management,
Inc., of the Roanoke Valley Energy Project Units I & II.

The refinancing provides for approximately $107 million of fixed
rate term debt with interest rates varying from 6.0% to 11.42%.  
The required payments for the fixed rate term debt are:

   -- $29.1 million in 2008,
   -- $22.3 million in 2009,
   -- $9.4 million in 2010,
   -- $8.0 million in 2011, and
   -- $8.8 million in 2012.

The term debt is to be fully repaid before the end of 2015.  The
refinancing also provides for approximately $11.5 million in
floating rate debt with a final maturity no later than Jan. 31,
2011.

The refinancing paid off all outstanding Bank Borrowings, Bond
Borrowings, and the ROVA acquisition loan and eliminated the need
for the irrevocable letters of credit, which supported the Bond
Borrowings.

The company received $5 million cash distribution from ROVA as
part of the refinancing.

2. Sale of Convertible Notes

The company completed on March 4, 2008, the sale of $15 million of
senior secured convertible notes to Tontine Partners, L.P. and
Tontine Capital Partners, L.P.

The sale was completed pursuant to a Senior Secured Convertible
Note Purchase Agreement dated as of March 4, 2008, among the
company, the Tontine Purchasers, and Tontine Capital Associates,
L.P., as collateral agent.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b4f

                     About Westmoreland Coal

Based in Colorado Springs, Colo., Westmoreland Coal Company (AMEX:
WLB) -- http://www.westmoreland.com/-- is an independent coal  
company in the United States and a developer of independent power
projects.  The company's coal operations include coal mining in
the Powder River Basin in Montana and lignite mining operations in
Montana, North Dakota and Texas.  Its power operations include
ownership and operation of the two-unit ROVA coal-fired power
plant in North Carolina, an interest in a natural gas-fired power
plant in Colorado, and the operation of four power plants in
Virginia.


WHITE HILLS: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: White Hills Acquisitions, LLC
        4359 Hayvenhurst Ave.
        Encino, CA 91436

Bankruptcy Case No.: 08-12508

Chapter 11 Petition Date: April 22, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: David Seror, Esq.
                  Email: dseror@mdfslaw.com
                  Moldo Davidson Fraioli Seror & Sest
                  2029 Century Park East 21st Flr.
                  Los Angeles, CA 90067
                  Tel: (310) 551-3100
                  Fax: (310) 551-0238
                  http://www.mdfslaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Logan Landers                  guarantee             $2,000,000
16027 Ventura Blvd., Ste. 500
Encino, CA 91436
Tel: (818) 995-7645

Katherine Landers              guarantee             $2,000,000
16027 Ventura Blvd., Ste. 500
Encino, CA 91436
Tel: (818) 995-7645

Logan P. Landers Family Legacy guarantee             $2,000,000
Trust
16027 Ventura Blvd., Ste. 500
Encino, CA 91436
Tel: (818) 995-7645

Keith Elder                    legal services        $36,129

Steve Jaffe                    accountant            $22,784



WORLDSPACE INC: Dec. 31 Balance Sheet Upside-Down by $1.7 Billion
-----------------------------------------------------------------
Worldspace Inc. released its financial results for the year ended
Dec. 31, 2007.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $340.0 million and total liabilities of $2.0 billion, resulting
in a $1.7 billion stockholders' deficit.  Deficit, at Dec. 31,
2006, was $1.6 billion.

Net loss for the year ended Dec. 31, 2007, was 169.5 million,
compared to $128.6 million net loss for the year ended Dec. 31,
2006.

Total revenue for the twelve months ended Dec. 31, 2007 was
$13.7 million, a 11.7% decrease compared with $15.6 million for
the twelve months ended Dec. 31, 2006.  This was primarily due to
decrease in equipment sales and other revenue during the year
ending Dec. 31, 2007.

As of Dec. 31, 2007, the company had cash and cash equivalents of
$3.6 million.  Cash and cash equivalents and marketable securities
decreased $161.9 million during the twelve months ended Dec. 31,
2007.  This decrease resulted from $106.6 million used in
operating activities, $127.6 million provided by investing
activities, and $46.4 million used in financing activities.  Cash
flows used in operating activities includes the net loss of
$169.5 million, and $16.9 million loss from working capital,
offset in part by $79.9 million in non cash expenses included in
net loss.

Cash flows from investing activities consisted mainly of
$137.9 million in net sales of marketable securities, $1.9 million
used for the purchase of property and equipment and $7.9 million
used for purchase of satellite and related systems and $400,000
realized from Restricted Cash and Investment.  Cash flows used in
financing activities of $46.4 million mainly included the cash
redemption of $50 million of Convertible Notes as part of the
convertible debt restructuring, offset in part by proceeds from
exercise of warrants and employee options.  The net effect of
foreign currency rate changes on cash and cash equivalents was
$1.4 million.

Based in the Washington, DC metropolitan area, WorldSpace Inc.
(Nasdaq: WRSP) -- http://www.worldspace.com/-- is a global media  
and entertainment company that offers a satellite radio to
consumers in more than 130 countries with five billion people,
driving 300 million cars.  It operates WORLDSPACE Satellite Radio,
which delivers the latest tunes, trends and information from
around the world and around the corner.  WORLDSPACE offers a
combination of local programming, original WORLDSPACE content and
content from leading brands around the globe including the BBC,
CNN International, Virgin Radio UK, NDTV and RFI.  WORLDSPACE's
satellites cover two-thirds of the earth's population with six
beams.

WorldSpace has offices in Australia and France.


ZIFF DAVIS: Court Set June 2 as Deadline for Filing Claims
----------------------------------------------------------
Judge Burton Lifland approved the request of Ziff Davis Media Inc.
and its debtor-affiliates, and established June 2, 2008, as the
deadline for creditors to file proofs of claim against the
Debtors.  In the case of governmental units, the deadline is
September 1, 2008.

The Debtors will retain the right to subsequently designate any
claim as disputed, contingent or unliquidated.  

However, if the Debtors amend their schedules of assets and
liabilities to reduce the undisputed, noncontingent and
liquidated amounts or to change the nature or classification of a
claim against a Debtor, then the affected creditor will have
until an amended schedule bar date to file a proof of claim or to
amend any previously-filed proof of claim with respect to the
amendments.  The Amended Schedule Bar Date will be the later of
(i) the General Bar Date or (ii) 35 days after a creditor is
served with notice that the Debtors have amended their schedules.

Claims made by holders of the Debtors' equity securities solely
with respect to the holder's ownership interest in or possession
of those equity securities are not required to be filed at this
time.  However, holders who wish to assert a claim based on
transactions in the Debtors' securities, including, but not
limited to, claims for alleged damages or rescission based on the
purchase or sale of securities, must file a proof of claim on or
before the General Bar Date.  The Debtors reserve all rights to
assert that those claims are subject to Section 510(b) of the
Bankruptcy Code.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated        
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  The Debtors has requested that the Confirmation Hearing be
rescheduled to commence on June 11, 2008, at 10:00 a.m., or on
another date as is convenient to the Court.  (Ziff Davis
Bankruptcy News, Issue No. 9, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)


* Fitch Says Prime Auto ABS Rating Performance Remains Stable
-------------------------------------------------------------
The ratings of prime U.S. auto asset-backed securities remained
stable during first quarter-2008 (1Q'08) despite the presence of
harsh economic conditions and a deteriorating wholesale vehicle
market, according to Fitch Ratings in the latest edition of 'In
the Auto ABS Driver's Seat'.

Fitch upgraded eight classes of notes in six prime auto ABS
transactions during 1Q'08, as the performance of these
transactions continued to be within original loss expectations.   
However, as Fitch predicted in its 2008 Outlook report, the rate
of upgrades in the prime sector slowed in the first three months
of 2008 when compared to the same period (26 upgrades) in 2007.

Fitch believes that the performance of both prime and subprime
auto ABS will temporarily benefit from incoming tax refunds and
rebates in April and May.  Though this time of the year is a
seasonally stronger period, Fitch expects auto asset performance
to continue to suffer as the economic stress on consumers and a
softer wholesale vehicle market offset the benefits of the
stimulus package.

The wholesale vehicle market softened throughout 1Q'08. The used
vehicle market is suffering from waning demand, a declining job
market, and tougher lending practices.  All vehicle segments
exhibited softness during March including sport-utility vehicles
and light trucks, which have seen demand decline due to record
high gas prices.


* Fitch Backs Fair Value Accounting Disclosure in Illiquid Markets
------------------------------------------------------------------
Fitch Ratings says in a special report that companies should not
stop accounting for assets at fair value in illiquid markets.   
However, better disclosure is required as to the rationale,
assumptions and sensitivities behind these valuations.

"The most salient issue is not whether fair value per se should be
used to report numbers, but how that fair value should be
measured," says Bridget Gandy, Managing Director in Fitch's Credit
Policy Group.  "If values are being taken from markets that are
not striking a fair balance between buyers and sellers, it is hard
to argue that those values are fair."

The report comes at a time when volatile and unstable conditions
in the financial markets have caused many reporting financial
institutions to call for a relaxation of fair value accounting,
allowing issuers the option of when to apply fair value
measurement and when to apply historical cost.  Fitch argues that
the fundamental distortions such unfettered flexibility would
permit would not engender greater investor confidence in financial
reporting nor would it foster sound capital markets or sound
financial institutions.

In this report, Fitch notes that fair values are helpful to
analysts and investors when they represent realistic and reliable
indications of the net present values of future cash flows.  The
disconnect with market prices comes when there is no intention to
sell an asset in the short term and a lack of market liquidity
means that current values are either much higher or much lower
than the amount that will ultimately be received for the asset.   
However, holding assets in trading books is a clear indication of
a company's intent to sell in the short term and market values
should be taken.

More extensive disclosure will help investors to understand the
limitations around the values reported.  These should include
indications of market prices versus expected cash flows, amounts
companies expect to lose in real cash on assets written down to
market values and how such assets will be funded whilst they are
held for longer than originally anticipated.

While Fitch does not think that market prices not directly related
to the assets being valued using internal models should be
required as inputs, the agency also does not think that they
should be ignored.  A company that is not using the best
observable data available should explain why it is not using this,
demonstrate why the alternative measurement is more appropriate
and provide an indication of how the value would have differed if
the market prices were used as inputs in the notes to the
accounts.


* Fitch Report Sees 88% Refinancing Rate for Floating-Rate CMBS
---------------------------------------------------------------
Floating-rate U.S. CMBS have or should be able to refinance 88% of
the time, according to Fitch Ratings, which recently reviewed the
maturity profile in its rated floating-rate large loan
transactions.  Fitch currently rates a total of 34 floating-rate
large loans transactions, consisting of 326 loans totaling
$27 billion.

Since August 2007, 121 loans, totaling $8.9 billion by original
loan balance, were scheduled to mature, 64 paid in full (54% by
balance), and 54 extended (44% by balance).  The remaining three
loans are past maturity (2% by balance) and with the respective
special servicers.

"Floating-rate loans are typically structured with options to
extend and Fitch anticipates borrowers will take advantage of
these options.  These extensions will allow borrowers additional
time for the real estate capital markets to stabilize before a
mandatory refinancing of their assets", said Managing Director
Mary MacNeill.  "Although most borrowers are extending their
loans, often times it is due to their current or extended rate
being more attractive than getting new financing, as most loans
are performing within their rated debt levels."

Fitch reviewed the 54 extended loans to determine whether these
loans would be likely to refinance in a fixed rate environment.   
Using the most recently reported servicer (Net Operating Income)  
and applying a 7% refinance constant to it, only seven loans (of
the 50 loans with reported financials) would not reach a debt
service coverage ratio of 1.20 times on the trust component.

Extension options are available on these loans due to the
transitional nature of the properties.  These options are
generally available when certain conditions are met.  Fitch
reviewed these conditions for the loans with upcoming maturities
and found that the criteria generally requires no event of default
and a renewed interest rate cap agreement.

Of the 326 loans, 141 or $14 billion have maturity dates in 2008.   
"Assuming all extension options are met and exercised, the
greatest refinance risk shifts to 2011 when 50% of the outstanding
Fitch rated floating-rate universe is expected to reach final
maturity", said MacNeill.  Seven loans that were originally
scheduled to mature in 2006, totaling $449 million, and 51 loans
originally scheduled to mature in 2007, totaling $4.2 billion, are
in various stages of their extension options and are considered
performing loans.

Maturity concentrations for $27 billion Fitch rated floating rate
loans are:

  -- 2007 and prior: 17% by original maturity date;

  -- 2008: 52% by original maturity date; 1% assuming all
     extensions;

  -- 2009: 26% by original maturity date; 5% assuming all
     extensions;

  -- 2010: 3% by original maturity date; 18% assuming all
     extensions;

  -- 2011: 1% by original maturity date; 50% assuming all
     extensions;

  -- 2012: 1% by original maturity date; 22% assuming all
     extensions.

  -- Beyond 2012: 4% assuming all extensions.

Fitch currently has classes in the deals with the three loans past
maturity on Rating Watch Negative at least partially due to their
maturity defaults.  Each of the loans had at least one condition
that was not met including: a maturity default resulting from the
expired franchise agreement; failure to fund a debt service
guarantee; and a breach of minimum DSCR criteria.

Only 6% of the Fitch-rated loans have no more extensions and are
expected to mature in either 2008 or 2009.  If the refinancing
market does not recover, there is still the possibility that these
loans will default, but minimal losses are expected to the trusts.   
If a loan matures but cannot extend, it is transferred to the
special servicer.  At that point, the special servicer has the
flexibility to modify or restructure the loan, including extending
it.  Another mitigant to trust losses is related debt outside the
transaction.  All loans with final maturities in 2008 or 2009 have
varying amounts of additional debt outside the trust which, in a
liquidation, would absorb the first loss.

Fitch will continue to track the performance of the properties
backing these floating rate transactions.  Fitch's floating rate
portfolio is only 5% of its total rated portfolio.  If the loans
do not stabilize to a point where they can be refinanced in a
fixed rate environment, Fitch views the probability of default as
higher.


* Fitch Reports Possible Decline in 2008 for Global Reinsurers
--------------------------------------------------------------
Global reinsurers' 2007 financial performance was strong, although
underwriting margins and returns and returns on average equity
declined from prior-year levels and performance could suffer this
year, as stated in a Fitch Ratings special report.

For the second consecutive year, Fitch's universe of global
reinsurers generated an underwriting profit as the group benefited
from a still-favorable though softening rate environment, modest
loss reserve releases, and manageable catastrophe losses.

Fitch believes underwriting margins will contract further in 2008
as global reinsurers face heightened competitive pressures.  Fitch
is projecting an aggregate combined ratio in the 94-98 range for
these reinsurers in 2008 reflecting continuing declines in overall
premium rates, a reduction in favorable prior-year reserve
development, and a range of catastrophe losses based on historical
results.

In the Special Report, 'Global Reinsurers' Year-End 2007 Review',
Fitch reviewed the 2007 operating results of 32 publicly traded
global reinsurance organizations.  Topics discussed in the report
include top-line growth trends and underwriting performance . The
report also compares the operating performance of North American
and Bermudian reinsurers to those of their European and Asian
counterparts and identifies factors contributing to differences in
results.

In the aggregate, this group of global reinsurers generated
$46 billion of net income in 2007, and the group's aggregate
equity was $312.9 billion and $280.7 billion at year-end 2007 and
2006, respectively.


* Experts Say Curbing Executive Pay Could Lead to Liquidation
-------------------------------------------------------------
As concerned labor groups continue to voice out their outrage on
excessive executive pay, experts insist that stifling executive
compensation could have detrimental effects on a bankruptcy
filing, Bankruptcy Law 360 reports.

These experts say that curbing compensation for top officers could
lead a bankrupt company towards a "liquidation dead end", instead
of a Chapter 11 reorganization, relates Bankruptcy Law 360.

Unions and employee groups nevertheless complain about workers'
wages getting cut first in a bankruptcy proceeding while
executives hug all the pay bonuses they could earn.  According to
The Wall Street Journal, a number of shareholder activists and
other concerned groups have already joined the battle for reining
in extravagant executive pay, by proposing an "annual, nonbinding
vote" on officers' pay.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org//

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 15-16, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Fifth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European
            Distressed Debt Market
               Le Meridien Piccadilly Hotel - London
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
         Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Beard Conferences presents:

May 15-16, 2008
    Fifth Annual Conference on Distressed Investing Europe
       Maximizing Profits in the European Distressed Debt Market
          Le Meridien Piccadilly Hotel - London
             Brochure available soon!

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***