TCR_Public/080501.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, May 1, 2008, Vol. 12, No. 103

                             Headlines

ABACUS 2006-11: Moody's Downgrades Ratings on Seven Note Classes
ABACUS 2006-15: Moody's Junks Ratings on Eight Classes of Notes
AMERICAN LAFRANCE: Confirmation Hearing Adjourned Sine Dine
AMERICAN LAFRANCE: Creditors Vote to Accept Reorganization Plan
AMERICAN LAFRANCE: Addresses Plan Confirmation Objections

ASCALADE COMMS: CCAA Monitor Files Chapter 15 Petition in U.S.
ASCALADE COMMS: Chapter 15 Petition Summary
ATLANTIS SYSTEMS: Working on Replacement of Defaulted Bank Loan
BALLYROCK ABS: Moody's Junks Ratings on Four Classes of Notes
BEAR STEARNS ASSET: Fitch Cuts Ratings on Six certificate Classes

BFC AJAX: Weak Credit Quality Cues Moody's Four Rating Downgrades
BRIGANTINE HIGH: Moody's Cuts Four Ratings on Poor Credit Quality
BURNHAM HARBOR: Moody's Cuts Ratings on Three Notes to Low-Bs
CABLEVISION SYSTEMS: Eyes $650MM Offer for Tribune's Newsday Unit
CAMULOS LOAN: Moody's Attaches 'Ba2' Rating on $24.5 Mil. Notes

CARRINGTON MORTGAGE: S&P Junks Rating on Class M-11 Certificates
CHL MORTGAGE: Moody's Cuts 42 Tranches' Ratings on Delinquencies
CHL MORTGAGE: S&P Puts Ratings on 11 Classes Under Neg CreditWatch
CHRYSLER LLC: Financial Results Are Better than Daimler's
CHRYSLER LLC: To Review Terms of CAW-Ford Tentative Agreement

CLYDESDALE CBO: Notes Paydown Cues S&P to Withdraw Ratings
COLOWYO COAL: S&P Affirms 'BB' Rating on $192.8 Million Bonds
COLUMBUS PARK: Moody's Puts 'Ba2' Rating on $13 Mil. Class D Notes
COMMODORE INT'L: Dutch Subsidiary's Bankruptcy Case Cancelled
CONSOLIDATED CONTAINER: S&P Holds 'B-' Rating and Revises Outlook

CORNERSTONE MINISTRIES: U.S. Trustee Wants Examiner Appointed
CORPORACION DURANGO: Poor Business Cues Fitch to Cut IDRs to B-
COUNTRYWIDE FINANCIAL: BofA Promises More Aid to Stop Foreclosures
CSFB ABS: S&P Puts Default Rating on Class B 2001-HE16 Certs.
DELPHI CORP: Closes Sale of Bearings Business to Hephaestus' Unit

DUKE FUNDING: Moody's Junks Ratings on Seven Classes of Notes
EINSTEIN NOAH: Board Approves 2008 Bonus Plan for Executives
EMPIRE LAND: Turns Over Stake in Palmdale Project to Lessen Debt
ENHANCED MORTGAGE: Moody's Reviews 'Ba3' Rating on $20 Mil. Notes
EOS AIRLINES: Faces Employee Lawsuit Over Termination

EOS AIRLINES: Taps Menzies Corporate as Joint U.K. Administrators
EOS AIRLINES: Files List of 19 Largest Unsecured Creditors
ESMARK INC: Gets Nasdaq Non-compliance Notice on 10-K Filing Delay
EXTRA SPACE: Failed ARS Auctions Move Liquidity, Spurs $1.4MM Loss
FC CBO: Notes Paydown Prompts S&P to Withdraw Rating

FINLAY ENTERPRISES: Has Until July 1 to Comply with Nasdaq Rules
FIRST FRANKLIN: Fitch Chips Ratings on $1 Billion Certificates
FREMONT HOME: Fitch Lowers Ratings on Three Cert. Classes to B
G-I HOLDINGS: Wants Plan Filing Period Extended to Oct. 30
GENERAL MOTORS: Posts $3.3 Bil. Net Loss in 2008 First Quarter

GENERATION RESOURCES: Files for Chapter 7 Bankruptcy Protection
GLOBAL PREF: S&P Cuts Preferred Shares Rating to B from B+
GMAC 2005-C1: Fitch Junks Ratings on Three Certificate Classes
GSC ABS: Eroding Credit Quality Cues Moody's Rating Downgrades
GSR MORTGAGE: High Delinquencies Prompt S&P to Lower Ratings

HARBOURVIEW CDO: Moody's Cuts Ratings on $311.25 Mil. Notes to B3
INSIGHT MIDWEST: Insight, Comcast Division Cues Moody's B1 Rating
IXIS ABS: Moody's Cuts Five Notes' Ratings on Poor Credit Quality
JPMORGAN CHASE: S&P Lowers Ratings on Three Certificate Classes
JPMORGAN CHASE: Fitch Puts B-/DR1 Rating on $10.8MM Class P Certs.

KEYS FITNESS: Voluntary Chapter 11 Case Summary
LOOK COMMS: February 29 Balance Sheet Upside Down By $1.9 Million
LUNAR FUNDING: Moody's Reviews 'Ba1' Rating on $200 Million Notes
LUNAR FUNDING: Moody's Junks Ratings on Three Classes of Notes
LAWRENCE J. PETERS: Case Summary & 11 Largest Unsecured Creditors

LOS OJUELOS: Case Summary & Six Largest Unsecured Creditors
MACROVISION SOLUTIONS: $50MM Loan Increase Cues S&P to Cut Ratings
MAINLAND NURSERY: Case Summary & 20 Largest Unsecured Creditors
MAJESTIC STAR: Moody's Reviews Low-B Ratings For Possible Cuts
MANUEL GONZALEZ: Case Summary & 10 Largest Unsecured Creditors

MARK L. HAGEN: Case Summary & 11 Largest Unsecured Creditors
MARKWEST ENERGY: Moody's Keeps 'B1' Ratings on Same Terms on Notes
MARKWEST ENERGY: Improved Recovery Cues S&P to Hold 'B+' Rating
MESA 2002-3: S&P Lowers CCC Rating to CC on Class B-2 Notes
MULBERRY STREET: Moody's Reviews 'Ba1' Rating on $52.5 Mil. Notes

MAXKO PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
NORTH STREET: Six Classes of Notes Get Moody's Rating Downgrades
NORTHLAKE CDO: Moody's Reviews 'B3' Ratings on $45 Mil. Notes
OCEANVIEW CBO: Two Classes of Notes Get Moody's Low-B Ratings
OSI RESTAURANT: S&P Revises Outlook to Negative from Stable

OTC INTERNATIONAL: Cannot Access Lender's Cash; to Sell Assets
PALISADES CDO: Moody's Downgrades Ratings on Five Notes Classes
PHARMED GROUP: Wants Exclusive Plan Filing Period Moved to May 26
PHH ALTERNATIVE: Moody's Downgrades Ratings on Eight Tranches
PINNACLE POINT: Moody's Downgrades Ratings on Three Note Classes

PRESIDENTIAL LIFE: Improved Leverage Prompts S&P to Lift Ratings
QUEBECOR WORLD: Final Recovery is 41.1%, Global DiSCS Says
RESTRUCTURED ASSET: S&P Chips Rating on $75MM Certs. to BB from A+
RANGE RESOURCES: S&P Rates Proposed $250 Million Notes BB
RAPID LINK: Completes Initial Round of $7 Bil. Debt Financing

RENAISSANCE HOME: Fitch Downgrades Ratings on $46.7MM Certificates
RFC CDO: Moody's Downgrades Ratings on Five Classes of Notes
RIVERSIDE CASINO: Moody's Withdraws Ratings on Loan Redemption
RIVERSIDE PARK: $13 Mil. Class D Notes Gets Moody's 'Ba2' Rating
SAND TECHNOLOGY: Earns $1 Mil. in Private Placement of 1,114 Units

SASCO TRUSTS: Higher Delinquencies Cue Moody's Rating Downgrades
SCHAWK INC: Completes Financial Restatement for Fiscal 2005 & 2006
SIRVA INC: Resolves Creditors Committee's Plan Objections
SOUNDVIEW HOME: Moody's Downgrades Ratings on Two Cert. Classes
SPACEHAB INC: Has Until Oct 6 to Comply with Nasdaq Pricing Rule

STRUCTURED FINANCE: Three Note Classes Get Moody's Junk Ratings
SUNCREST LLC: Court Okays Bidding Procedures for Sale of Assets
TALON FUNDING: Moody's Reviews 'B2' Rating on $402.5 Mil. Notes
TARPON INDUSTRIES: Case Summary & 40 Largest Unsecured Creditors
TERWIN MORTGAGE: Recent Losses Cue S&P to Junk Rtng. Cl. M-2 Notes

THORNBURG MORTGAGE: Fitch Revises ID Rating to 'CCC' from 'RD'
TRIBUNE CO: Newsday Unit May Get $650MM Bid from Cablevision
UNIQUE BROADBAND: Feb. 29 Balance Sheet Upside Down by $2.0 Mil.
VALERO ENERGY: Net Income Plummets to $261MM in 2008 First Quarter
VALLEY CLUB: Case Summary & 20 Largest Unsecured Creditors

VERSO PAPER: Parent Co.'s Stock Sale Plan Cues S&P Positive Watch
VICOR TECHNOLOGIES: Converts $1.25 Mil. Debt to Shares on Default
VONAGE HOLDINGS: Secures $215MM Financing to Redeem $253MM Notes
WACHOVIA BANK: Fitch Lifts Rating on $4.5MM Certs. to BB- from B+
WILSONS LEATHER: KPMG LLP Raises Substantial Doubt

WELLMAN INC: CRO Fees Shouldn't be Charged to Second Lien Lenders
WELLMAN INC: Panel Says Stay Has Been Vacated as to Lenders
WORLDSPACE INC: Grant Thornton Raises Substantial Doubt
ZIFF DAVIS: Amends Plan Amid Unsecured Creditors' Support

* Moody's Says P&C Insurers' Share Buybacks Could Slow in 2008
* S&P Takes Various Rating Actions on Synthetic CDO Transactions
* S&P Lowers Ratings on 196 Classes from 96 US NIM Securities
* S&P Cuts Ratings on 2,183 Classes of RMBS from 334 Transactions

* Hughes Watters' Kitchens to Talk on 363 Sales in Austin Today

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

                             *********

ABACUS 2006-11: Moody's Downgrades Ratings on Seven Note Classes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Abacus 2006-11, Ltd.:

Class Description: $82,500,000 Class A-1 Variable Rate Notes Due
2045

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

Class Description: $20,000,500 Class A-2 Series 1 Variable Rate
Notes Due 2045

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $25,937,500 Class A-2 Series 2 Variable Rate
Notes Due 2045

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $19,375,000 Class B Variable Rate Notes Due
2045

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

Class Description: $12,500,000 Class B Series 2 Variable Rate
Notes Due 2045

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

Class Description: $18,750,000 Class C Variable Rate Notes Due
2045

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $10,000,000 Class D Variable Rate Notes Due
2045

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

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


ABACUS 2006-15: Moody's Junks Ratings on Eight Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ABACUS 2006-15, Ltd.:

Class Description: $70,000,000 Class A-2 Variable Rate Notes, Due
2045

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $36,000,000 Class A-3 Variable Rate Notes, Due
2045

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

Class Description: $37,500,000 Class B Series 1 Variable Rate
Notes, Due 2045

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

Class Description: $6,000,000 Class B Series 2 Variable Rate
Notes, Due 2037

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

Class Description: $41,150,000 Class C Series 1 Variable Rate
Notes, Due 2045

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

Class Description: $2,850,000 Class C Series 2 Variable Rate
Notes, Due 2037

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

Class Description: $14,650,000 Class D Series 1 Variable Rate
Notes, Due 2045

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

Class Description: $2,850,000 Class D Series 2 Variable Rate
Notes, Due 2037

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

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


AMERICAN LAFRANCE: Confirmation Hearing Adjourned Sine Dine
-----------------------------------------------------------
The hearing to consider confirmation of the Third Amended Plan of
Reorganization of American LaFrance, LLC, has been adjourned to a
date yet to be specified by the U.S. Bankruptcy Court for the
District of Delaware.

A full-text copy of the Third Amended Plan of Reorganization is
available for free at:

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

With the consent of the Official Committee of Unsecured
Creditors, the DIP Lenders, and the RT Jedburg Commerce Park,
LLC, the landlord for the Debtor's Summerville facility, the
Debtor has sought an adjournment of the Confirmation Hearing,
according to Christopher A. Ward, Esq., at Klehr, Harrison,
Harvey, Branzburg & Ellers, LLP, in Wilmington, Delaware.

The Confirmation Hearing was originally set for April 29, 2008.  

                    About American LaFrance

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

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or            
215/945-7000).


AMERICAN LAFRANCE: Creditors Vote to Accept Reorganization Plan
---------------------------------------------------------------
American LaFrance, LLC, has received support from more than 90% of
its creditors entitled to vote on its Third Amended Plan of   
Reorganization.

Kurtzman Carson Consultants LLC, the voting agent tapped by the
Debtor, certified the voting results to the U.S. Bankruptcy Court
for the District of Delaware.  Kurtzman gathered close to 300
ballots.

                       American LaFrance LLC
                        Plan Voting Results

             Ballots Accepting Plan   Ballots Rejecting Plan
         ---------------------------- -------------------------
             Number          Amount       Number       Amount
          (% of Amount   (% of Amount (% of Amount (% of Amount
Class       Voted)           Voted)       Voted)      Voted)
-----   ------------    ------------ ------------  -----------
Class 1           1     $154,467,080           0           $0
Secured    (100.0%)         (100.0%)      (0.0%)       (0.0%)
Claims of
Prepetition
Lenders
-----   ------------    ------------ ------------  -----------
Class 4          200      46,592,347          21    6,592,347
General      (90.5%)         (87.6%)     (10.5%)      (12.4%)
Unsecured
Claims
-----   ------------    ------------ ------------  -----------
Class 5          272         397,015          0            0
Convenience (100.0%)        (100.0%)     (0.0%)       (0.0%)
Claims
=====   ============    ============ ============  ===========

A copy of the complete schedule of the Tabulated Ballots is
available for free at:

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

According to Michael J. Paque, a senior consultant at Kurtzman
Carson Consultants LLC, certain sets of ballots were excluded in
the tabulation because they did not meet the requirements of a
valid ballot set in the Solicitation Procedures Order.  The
unacceptable ballots include:

   * Class 4 Ballots that were either late-filed or not a member
     of the voting class, a list of which is available for free
     at

     http://bankrupt.com/misc/ALF_Unacceptable_Class4Ballots.pdf

   * Class 5 Ballots that were late-filed, a list of which is
     available for free at:

     http://bankrupt.com/misc/ALF_Unacceptable_Class5Ballots.pdf

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


AMERICAN LAFRANCE: Addresses Plan Confirmation Objections
---------------------------------------------------------
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg
& Ellers, LLP, in Wilmington, Delaware, relates that American
LaFrance, LLC, has spent considerable time reviewing the
objections filed against its Third Amended Plan of
Reorganization.  He avers that in order to alleviate the concerns
raised by the objecting parties and to better frame the issues,
the Debtor has come up with a comprehensive omnibus response,
detailing the treatment and resolution of the Objections.

Mr. Ward lists down the Objecting Parties and the Debtor's
proposed actions towards the resolution of those Parties'
Objections:

   * INCAT Systems Inc.'s objection has been resolved as the
     Debtor and INCAT have agreed to the terms of the assumption
     of the parties' contract.

   * The Objection of Freightliner of San Antonio, Ltd., has been
     resolved.  The parties agree that the Debtor will assume (i)
     the 15 Condor Trucks with Serial Nos. Z69230 through Z69244,
     and (ii) the dealership agreement which cover the San
     Antonio and Laredo, Texas Dealerships.  All objections on
     flooring credits, and interim carrying costs under the Sale
     and Repurchase Agreement, have been settled.

   * The adequate assurance of future performance issue of RT
     Jedburg Commerce Park will be addressed at the confirmation
     hearing.  As of April 25, 2008, the Debtor is continuing
     negotiations with RT Jedburg since the Debtor intends to
     present a resolution of the Objection by the confirmation
     hearing.

   * The City of Bellingham, Washington's clamor for adequate
     assurance of future performance will be directed at the
     confirmation hearing.  The Debtor, however, clarifies that
     the City's Objection raises a claim resolution issue,
     instead of a plan confirmation issue.  The City's assertion
     of a secured claim against the Debtor will be addressed
     pursuant to the claims resolution process.  

   * The Debtor asserts that Southwest Emergency Response Team
     has the Plan misunderstood, as the Plan does not impair
     SERT's rights against any bond.

   * According to the Debtor, the City of Downingtown is not a
     secured creditor of the Debtor though the Claimant may have
     a secured interest in the performance bond.  However, the
     Debtor reiterates that the Plan does not impair the City's
     rights against any bond.

   * The Debtor will address Pneu-Mech Systems' issue on adequate
     assurance of payment at the confirmation hearing.  As of
     April 25, 2008, the Debtor is negotiating with Pneu-Mech to
     resolve the Objection in time for the confirmation hearing.

To the extent that an Objection is not resolved prior to the
confirmation hearing, the Debtor says it intends to ask the U.S.
Bankruptcy Court for the District of Delaware to consider the
unresolved Objections at a hearing to be scheduled after the
confirmation of the Plan.

                       Other Parties Reply

RT Jedburg Commerce Park, LLC, complains that the Plan is not
confirmable to the extent the Debtor contends that the language
of the Plan allows it to "assume" the Summerville Property and
then, after confirmation, determine whether the proposed cure
satisfies the statutory requirements of assuming a contract.  RT
Jedburg asserts that the Plan ails to comply with Section
365(b)(1)(A) of the Bankruptcy Code, which requires a
determination of whether the Lease can be assumed for the
Proposed Cure no later than the entry of the confirmation order.

In a separate letter to the Court, Beth Gouge, secretary of
Limestone Cove Volunteer Fire Department, tells the Court that
LCVFD no longer has a contract pending with Deep South or the
Debtor.  Deep South broke the Contract by failing to deliver a
truck by the due date despite LCVFD's attempts to reach Dennis
Graves of Deep South through e-mails to set another grant
deadline of the truck.  She discloses that Deep South neither
responded to the emails nor upheld the agreement.

                    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. 15; 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.

The company filed on March 3, 2008, a petition in the Supreme
Court of British Columbia under the Companies' Creditors
Arrangement Act, the Canada Business Corporations Act and the
British Columbia Business Corporations Act.

Based in Richmond, British Columbia, Ascalade Communications Inc.
(TSX: ACG) -- http://www.ascalade.com/-- design, develop and  
manufacture digital wireless communication products and works with
distributors, telecommunication companies, and technology partners
to deliver digital communication products to the end consumer.  
Their products include digital cordless phones, voice over
Internet protocol phones, digital wireless baby monitors and
digital wireless conference phones.  They deliver their products
by offering its partners and customers complete vertical
integration, from product designs and development to final
production.  These products are distributed under more than 80
regional brands in more than 35 countries, and are available
through retail stores like Radio Shack, Target, Best Buy and Wal-
Mart, as well as through on-line channels like Dell and
Amazon.com.

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).

On the Net: http://www.ascalade.com/


ASCALADE COMMS: Chapter 15 Petition Summary
-------------------------------------------
Petitioner: Jervis Rodrigues
            Senior Vice-President
            Deloitte & Touche, Inc.

Debtor: Ascalade Communications, Inc.
        12051 Riverside Way
        Richmond, BC V6W 1K7
        Canada

Case No.: 08-10612

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Ascalade Technologies, Inc.                08-10616

Chapter 15 Petition Date: April 29, 2008

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Petitioner's Counsel: Jeffrey G. Close, Esq.
                      Email: jclose@chapman.com
                      Chapman and Cutler, LLP
                      111 West Monroe St.
                      Chicago, IL 60603
                      Tel: (312) 845-2984
                      Fax: (312) 701-6631
                      http://www.chapman.com/

Ascalade Communications, Inc's Quarterly Financial Condition as of
September 2007:

Total Assets: $99,630,000

Total Debts:  $40,410,000


ATLANTIS SYSTEMS: Working on Replacement of Defaulted Bank Loan
---------------------------------------------------------------
Atlantis Systems Corp. provided an update on the status of its
financing efforts.  Atlantis confirmed that it is continuing to
work diligently to close a financing that would replace its bank
term loan which is currently in default.

Atlantis confirmed that negotiations are ongoing with potential
lenders and that supporting and legal documents are expected to be
finalized next week.  However, as terms and conditions are still
under negotiation, there can be no assurance that any financing
will be completed.
    
On March 25, 2008, Atlantis reported that it will not be able to
meet the March 31, 2008 deadline for filing with the securities
regulatory authorities in Ontario and Quebec its annual financial
statements.

On April 1, 2008, the company confirmed that it has not met the
regulatory filing deadline of March 31, 2008 for filing of its
management’s discussion and analysis and annual information form
for the fiscal year ended Dec. 31, 2007 and the related
certifications.

On April 7, 2008, Atlantis provided an update on the status of its
proposed financing and confirmed that the proposed new lender,
ComVest Capital LLC, has completed its due diligence and has
advised Atlantis that it intends to pursue the financing.

According to the Troubled Company Reporter on April 21, 2008,
Atlantis advised that the annual meeting of the company's
shareholders, which has been scheduled for May 22, 2008, will be
deferred to a later date to be determined once the annual filings
have been filed.  

As required by CSA Notice 57-301, Atlantis will provide bi-weekly
updates on the status of the failure to file its annual filings
until they have been filed.  An "issuer" cease trade order could
be issued if the annual filings are not filed before May 31, 2008.   
An "issuer" cease trade order may be imposed sooner if Atlantis
fails to provide bi-weekly updates.

                     About Atlantis Systems
    
Headquartered near Toronto, Canada, Atlantis (TSX: AIQ) is a
globally recognized training integrator for customers in the
military, commercial aviation sectors and energy markets. Atlantis
combines desktop and full-flight simulation, knowledge management,
learning management systems, flight training devices and
multimedia e-learning to provide integrated flight training and
aircraft maintenance training to a global list of customers. For
more than 29 years, Atlantis has drawn on its extensive
engineering background and proprietary technology to offer cost-
efficient, state of the art alternatives to real-life conditions
and situations. Atlantis is registered under a number of quality
management programs including ISO 9001:2000, AS 9100:2004, CSA-
Z299.1-1985, Boeing BQMS D6-82479 and Rockwell Collins RC-9000,
among others. On the Net: http://www.atlantissi.com/


BALLYROCK ABS: Moody's Junks Ratings on Four Classes of Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Ballyrock ABS CDO 2007-1 Limited:

Class Description: $56,250,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $56,250,000 Class B Secured Floating Rate Notes
Due 2047

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

Class Description: $27,500,000 Class C Secured Deferrable Floating
Rate Notes Due 2047

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

Class Description: $26,250,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

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

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


BEAR STEARNS ASSET: Fitch Cuts Ratings on Six certificate Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Bear Stearns Asset
Backed Securities mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are now removed.  Affirmations total $75.5 million
and downgrades total $79.1 million.

BSABS Trust 2003-ABF1
  -- $13.7 million class A affirmed at 'AAA';
  -- $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';
  -- $47.0 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';
  -- $9.0 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%


BFC AJAX: Weak Credit Quality Cues Moody's Four Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
BFC Ajax CDO Ltd.:

Class Description: $15,000,000 Class B Floating Rate Notes Due
2046

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

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

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $20,000,000 Class C Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $40,000,000 Class D Deferrable Floating Rate
Notes Due 2046

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

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


BRIGANTINE HIGH: Moody's Cuts Four Ratings on Poor Credit Quality
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating of four classes of notes
issued by Brigantine High Grade Funding, Ltd.  The notes affected
by this rating action are:

Class Description: $500,000,000 Class A-1B Floating Rate Notes Due
2051

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $100,000,000 Class A-1C Floating Rate Notes Due
2051

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: Up to $1,180,000,000 Class A-1AL Floating Rate
Notes Due 2007

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: Up to $100,000,000 Class A-1DL Floating Rate
Notes Due 2008

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on April 7,
2008, as reported by the Trustee, of an event of default caused a
default in the payment of accrued interest on the Class A-2 and
Class B Notes, as described in Section 5.1(a) of the Indenture
dated Dec. 20, 2006.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to declare the
maturity of the notes to be accelerated and to commence the
process of sale and liquidation of the collateral.

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

Brigantine High Grade Funding, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities.


BURNHAM HARBOR: Moody's Cuts Ratings on Three Notes to Low-Bs
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Burnham Harbor CDO 2006-1 Ltd.:

Class Description: $110,000,000 Class A-1LB Floating Rate Notes
Due September 2039

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $60,000,000 Class A-2L Floating Rate Notes Due
September 2039

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

Class Description: $54,000,000 Class A-3L Floating Rate Notes Due
September 2039

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

Class Description: $29,000,000 Class B-1L Floating Rate Notes Due
September 2039

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

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


CABLEVISION SYSTEMS: Eyes $650MM Offer for Tribune's Newsday Unit
-----------------------------------------------------------------
Cablevision Systems Corporation intends to acquire Newsday from
Tribune Company for about $650 million or $70 million more than
the previous offers of New York Post owner News Corp. and Daily
News owner Mortimer Zuckerman, The Wall Street Journal's  Vishesh
Kumar and Sam Schechner report.

According to WSJ, Cablevision's bid could lead to the auction of
the newspaper.  It will be the second proposal to counter an
informal agreement reached with News Corp., which values Newsday
at $580 million, WSJ notes.

WSJ, citing a person familiar with the situation, says the cable
operator and New York Observer owner Jared Kushner had been
talking about a joint bid, but it is unclear whether Cablevision
is working with Mr. Kushner in its offer.

Mr. Zuckerman was the first to counter News Corp.'s preliminary
deal, matching the $580 million offer for the paper last week, WSJ
relates.  

Cablevision's offer isn't only higher, it is also better as the
cable operator would likely face fewer regulatory barriers than
either News Corp. or Mr. Zuckerman, WSJ says.  Both rivals could
face tougher antitrust scrutiny due to their current New York
newspaper holdings, WSJ notes.

According to WSJ quoting Donald Baker, a former head of the
antitrust division at the U.S. Department of Justice: "I would
definitely think that Cablevision has more chance of sailing
through."

                   About Cablevision Systems

Cablevision Systems Corporation (NYSE: CVC) -- is a cable operator
in the United States that operates cable programming networks,
entertainment businesses and telecommunications companies.  As of
Dec. 31, 2006, the company served approximately 3.1 million basic
video subscribers in and around the New York City metropolitan
area.  Through its wholly owned subsidiary, Rainbow Media Holdings
LLC, Cablevision owns interests in and manages numerous national
and regional programming networks, the Madison Square Garden
sports and entertainment businesses, and cable television
advertising sales companies.  Through Cablevision Lightpath Inc.,
its wholly owned subsidiary, the company provides telephone
services and Internet access to the business market.  The company
operates in three segments: Telecommunications Services, Rainbow
and Madison Square Garden.

As reported in the Troubled Company Reporter on March 11, 2008,
Cablevision Systems Corporation's balance sheet at Dec. 31, 2007,
showed total assets of $9.1 billion and total debts of $14.2
billion, resulting in a $5.0 billion stockholders' deficit.  
Deficit, as of Dec. 31, 2006, was $5.3 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 11, 2008,
Moody's Investors Service upgraded to Ba3, from B1, the Corporate
Family Ratings for Cablevision System Corporation and its wholly-
owned indirect subsidiary Rainbow National Services LLC.  The
rating outlooks for both companies were also changed to Stable
from Developing.

                   About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating           
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.


CAMULOS LOAN: Moody's Attaches 'Ba2' Rating on $24.5 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Camulos Loan Vehicle I, Ltd.:

(1) Aaa to the $555,000,000 Class A Senior Term Notes Due 2018;

(2) Aa2 to the $46,750,000 Class B Senior Term Notes Due 2018;

(3) A2 to the $31,500,000 Class C Deferrable Mezzanine Term Notes
    Due 2018;

(4) Baa2 to the $20,500,000 Class D Deferrable Mezzanine Term
    Notes Due 2018; and

(5) Ba2 to the $24,500,000 Class E Deferrable Junior Term Notes
    Due 2018.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of senior secured loans
and, second lien loans, senior secured bonds, senior unsecured
loans and senior unsecured bonds due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Camulos Capital LP will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


CARRINGTON MORTGAGE: S&P Junks Rating on Class M-11 Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of asset-backed pass-through certificates issued by
Carrington Mortgage Loan Trust's series 2005-NC3 and 2005-NC5.  In
addition, S&P affirmed its ratings on six classes from series
2004-NC1.
     
The downgrades reflect credit enhancement levels that are
insufficient to support the previous ratings given the level of
severe delinquencies for each of the transactions.
     
The transactions with lowered ratings have sizeable loan amounts
that are severely delinquent, which suggests that performance
trends are likely to deteriorate.  The severe delinquencies
relative to overcollateralization are (series: severe delinquency
amount {$}; % of current pool balance; multiple of O/C):

     -- 2005-NC3: $144.463 million; 24.33%; 2.74x; and
     -- 2005-NC5: $187.992 million; 31.97%; 5.18x.
     
These severely delinquent loan amounts have increased
significantly over levels from a year ago (series: multiple of
amount recorded in March 2007):

     -- 2005-NC3: 1.63x; and
     -- 2005-NC5: 2.14x.
     
As of the March 2008 remittance report, cumulative realized losses
for the deals were as follows (series: realized losses {$}; % of
original pool balance):

     -- 2005-NC3: $13,190,305; 0.74%; and
     -- 2005-NC5: $11,172,123; 0.83%.
     
Losses for the transactions with lowered ratings have been
relatively moderate to date; however, the increases in
delinquencies indicate that current performance trends may further
compromise credit support for the downgraded classes.
     
The affirmations reflect both current and projected credit support
percentages that meet or exceed the loss coverage levels for the
current ratings.  The other outstanding ratings on these
transactions are not affected.
     
Credit support for these transactions is provided through a
combination of subordination, excess interest, and O/C.  At
closing, collateral for the transactions consisted of loans that
were originated by New Century Mortgage Corp. and are a mix of
adjustable- and fixed-rate, interest-only and fully amortizing,
first- and second-lien subprime mortgage loans.  The deals with IO
loans had IO periods, which initially ranged from 36 to 84 months.  

                          Ratings Lowered

                   Carrington Mortgage Loan Trust
               Asset-backed pass-through certificates

                                         Rating
                                         ------
         Series        Class       To               From
         ------        -----       --               ------
         2005-NC3      M-9         BB-              BB+
         2005-NC5      M-9         BB-              BB
         2005-NC5      M-10        B-               B
         2005-NC5      M-11        CCC              B

                          Ratings Affirmed

              Carrington Mortgage Loan Trust 2004-NC1
              Asset-backed pass-through certificates

                Class                        Rating
                -----                        ------
                M-1                          AA
                M-2                          A
                M-3                          A-
                M-4                          BBB+
                M-5                          BBB
                M-6                          BBB-


CHL MORTGAGE: Moody's Cuts 42 Tranches' Ratings on Delinquencies
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 42
tranches from fourteen Alt-A transactions issued by CHL Mortgage
Pass-Through Trust.  Thirteen tranches remain on review for
possible further downgrade.  Additionally, 62 tranches were placed
on review for possible downgrade.

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

Complete rating actions are:

Issuer: CHL Mortgage Pass-Through Trust 2005-HYB10

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

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

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

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

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

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

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

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

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

  -- Cl. M, Downgraded to Ba2 from Aa2

  -- Cl. B-1, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

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

Issuer: CHL Mortgage Pass-Through Trust 2005-HYB6

  -- Cl. M, Downgraded to A1 from Aa2

  -- Cl. B-1, Downgraded to Ba1 from A2

  -- Cl. B-2, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2005-HYB7

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

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

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

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

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

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

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

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

  -- Cl. M, Downgraded to A3 from Aa2

  -- Cl. B-1, Downgraded to B1 from A2

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

Issuer: CHL Mortgage Pass-Through Trust 2005-HYB8

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

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

  -- Cl. I-B-1, Downgraded to Baa1 from A2

  -- Cl. I-B-2, Downgraded to Ba3 from Baa2

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

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

  -- Cl. II-B-1, Downgraded to B1 from A3

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

Issuer: CHL Mortgage Pass-Through Trust 2006-HYB1

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

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

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

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

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

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

  -- Cl. M, Downgraded to B1 from Aa2

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

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

Issuer: CHL Mortgage Pass-Through Trust 2006-HYB2

  -- Cl. M, Downgraded to Baa2 from Aa2

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

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

Issuer: CHL Mortgage Pass-Through Trust 2006-HYB3

  -- Cl. M, Downgraded to Baa2 from Aa2

  -- Cl. B-1, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

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

Issuer: CHL Mortgage Pass-Through Trust 2006-HYB4

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

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

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

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

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

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

  -- Cl. M, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

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

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

Issuer: CHL Mortgage Pass-Through Trust 2006-HYB5

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

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

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

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

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

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

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

  -- Cl. M, Downgraded to B1 from Aa2

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

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

Issuer: CHL Mortgage Pass-Through Trust 2007-HY3

  -- Cl. B-1, Downgraded to Baa1 from A2

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

Issuer: CHL Mortgage Pass-Through Trust 2007-HY6

  -- Cl. B-1, Downgraded to Baa2 from A2

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

Issuer: CHL Mortgage Pass-Through Trust 2007-HYB1

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

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

  -- Cl. 2-3-A2, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

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

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

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

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

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

Issuer: CHL Mortgage Pass-Through Trust 2007-HYB2

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

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

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

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

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

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

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

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

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

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

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

Issuer: CHL Mortgage Pass-Through Trust 2007-J2

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

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

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

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

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

  -- Cl. 2-A-13, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

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


CHL MORTGAGE: S&P Puts Ratings on 11 Classes Under Neg CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 37
classes of mortgage pass-through certificates from Alternative
Loan Trust 2007-24, CHL Mortgage Pass-Through Trust 2007-J2, and
IndyMac INDX Mortgage Loan Trust 2007-AR13 on CreditWatch with
negative implications.
     
The CreditWatch placements reflect the rising amount of severely
delinquent loans in these series compared with the available
credit support.  S&P will continue to monitor these transactions
as more performance data becomes available.
     
The collateral for these transactions consists primarily of prime,
Alt-A, adjustable-rate, and fixed-rate first-lien mortgage loans
secured by one- to four-family residential properties.
  
               Ratings Placed on Creditwatch Negative

                      Alternative Loan Trust

                                             Rating
                                             ------
        Transaction         Class      To              From
        -----------         -----      --              ----
        2007-24             A-10       AAA/Watch Neg   AAA
        2007-24             A-11       AAA/Watch Neg   AAA
        2007-24             A-13       AAA/Watch Neg   AAA
        2007-24             A-15       AAA/Watch Neg   AAA
        2007-24             A-17       AAA/Watch Neg   AAA
        2007-24             A-19       AAA/Watch Neg   AAA
        2007-24             A-21       AAA/Watch Neg   AAA
        2007-24             A-22       AAA/Watch Neg   AAA
        2007-24             A-23       AAA/Watch Neg   AAA
        2007-24             A-3        AAA/Watch Neg   AAA
        2007-24             A-5        AAA/Watch Neg   AAA
        2007-24             A-7        AAA/Watch Neg   AAA
        2007-24             A-8        AAA/Watch Neg   AAA
        2007-24             A-9        AAA/Watch Neg   AAA
        2007-24             PO         AAA/Watch Neg   AAA
        2007-24             X          AAA/Watch Neg   AAA

                  CHL Mortgage Pass-Through Trust

                                             Rating
                                             ------
        Transaction         Class      To              From
        -----------         -----      --              ----
        2007-J2             1-A-1      AAA/Watch Neg   AAA
        2007-J2             2-A-1      AAA/Watch Neg   AAA
        2007-J2             2-A-13     AAA/Watch Neg   AAA
        2007-J2             2-A-4      AAA/Watch Neg   AAA
        2007-J2             2-A-7      AAA/Watch Neg   AAA
        2007-J2             PO         AAA/Watch Neg   AAA
        2007-J2             M          AA/Watch Neg    AA
        2007-J2             B-1        A/Watch Neg     A
        2007-J2             B-2        BBB/Watch Neg   BBB
        2007-J2             B-3        BB/Watch Neg    BB
        2007-J2             B-4        B/Watch Neg     B

                  IndyMac INDX Mortgage Loan Trust

                                             Rating
                                             ------
        Transaction         Class      To              From
        -----------         -----      --              ----
        2007-AR13           1-A-1      AAA/Watch Neg   AAA
        2007-AR13           2-A-1      AAA/Watch Neg   AAA
        2007-AR13           3-A-1      AAA/Watch Neg   AAA
        2007-AR13           3-A-X      AAA/Watch Neg   AAA
        2007-AR13           4-A-1      AAA/Watch Neg   AAA
        2007-AR13           4-A-X      AAA/Watch Neg   AAA
        2007-AR13           A-R        AAA/Watch Neg   AAA
        2007-AR13           C-M        AAA/Watch Neg   AAA
        2007-AR13           B-1        AA/Watch Neg    AA
        2007-AR13           B-5        B-/Watch Neg    B-


CHRYSLER LLC: Financial Results Are Better than Daimler's
---------------------------------------------------------
Since the acquisition of Chrysler LLC by affiliates of Cerberus
Capital Management, LP on Aug. 3, 2007, the company has enjoyed
positive operating earnings, Chrysler said in a news statement.

Chrysler related that Daimler AG reports Chrysler Holding LLC's
results on a one quarter lag based on International Financial
Reporting Standards, rather than U.S. GAAP which is utilized by
the company.  Due to that lag, the results disclosed by Daimler on
April 29 primarily relate to the fourth quarter of 2007.  The
results for Chrysler Holding LLC include both the automotive and
financial services operations.

There are significant differences between IFRS and U.S. GAAP
accounting standards.  Major differences include the effects of
the acquisition of Chrysler Holding LLC by Cerberus, including
recent restructuring actions by Chrysler LLC and the accounting
for pension costs under the 2007 UAW contract.  Accordingly, the
2007 financial results of Chrysler LLC under U.S. GAAP are
substantially better than the IFRS-based financial results
utilized by Daimler.

The Wall Street Journal's Neal E. Boudette said Tuesday that
Daimler has cut by nearly two-thirds the book value of its 19.9%
stake in Chrysler.  Mr. Boudette said the move is a sign the
former U.S. unit continues to weigh on Daimler.  

Cerberus acquired an 80.1% stake in Chrysler in August.  At that
time, Mr. Boudette related, Daimler assigned its remaining stake a
value of EUR1.4 billion or $2.19 billion.  At the end of 2007,
Daimler lowered that to EUR916 million to reflect the impact of
losses Chrysler ran up after the deal.

According to Mr. Boudette, Chrysler's Chief Executive Robert
Nardelli said recently Chrysler will not be profitable in 2008.  
In March, Mr. Nardelli acknowledged the U.S. automaker isn't yet
generating positive cash flow, Mr. Boudette added.

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

                          *     *     *

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

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


CHRYSLER LLC: To Review Terms of CAW-Ford Tentative Agreement
-------------------------------------------------------------
Chrysler LLC will review the terms of a tentative agreement
between the Canadian Auto Workers union and Ford Motor Company of
Canada Ltd. to gain a better understanding of the economics put
forth in the Master Economics Offer.

Chrysler views the bargaining process with the CAW to be
confidential in nature, between the company and CAW, therefore it
refrains from discussing or negotiating details in the media.  

As reported in the Troubled Company Reporter on April 29, 2008,
following early background negotiations, Ford Canada and CAW
reached an agreement on a Master Economics Offer that will now
become the centerpiece of all-out collective bargaining aimed at
reaching a tentative agreement between the two sides later this
week.  For a full tentative agreement to be reached, agreement
also must now be attained on all local agreements, such as skilled
trades, health and safety.  That tentative agreement must then be
ratified by CAW members at all Canadian locations.  The current
collective agreement expires at midnight September 16.  The Master
Economics Offer was endorsed unanimously by members of the CAW-
Ford Master and local bargaining committees at a special meeting
in Toronto on Monday.

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

Cerberus acquired an 80.1% interest in Chrysler in August 2007.  
Chrysler Holding LLC, a unit of Daimler AG, holds the remaining
19.9% stake.

                          *     *     *

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

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


CLYDESDALE CBO: Notes Paydown Cues S&P to Withdraw Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A and B notes issued by Clydesdale CBO I Class B
Restructured CDO Ltd., a collateralized debt obligation
retranchings transaction.
     
The rating withdrawals follow the complete paydown of the class A
and B notes on the March 31, 2008, payment date.

                        Ratings Withdrawn

           Clydesdale CBO I Class B Restructured CDO Ltd.

                     Rating               Balance
                     ------               -------
           Class   To    From      Current      Original
           -----   --    ----      -------      --------
           A       NR    A+        $0.000       $6,450,000
           B       NR    A-        $0.000         $600,000

                    Other Outstanding Rating

           Clydesdale CBO I Class B Restructured CDO Ltd.

                                       Balance
                                       -------
               Class    Rating   Current    Original
               -----    ------   -------    --------
               C        BB         2.132       2.650


                            NR - Not rated.


COLOWYO COAL: S&P Affirms 'BB' Rating on $192.8 Million Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating on
Colowyo Coal Funding Corp.'s $192.8 million bonds due 2011 and
2016.  The outlook is negative.      

"The rating reflects the transaction's structural weakness caused
by a broadly defined force majeure clause," said Standard & Poor's
credit analyst Matthew Hobby.
     
During the first and second halves of 2007, the project recorded
debt service coverage ratios of 0.97x and 0.96x, respectively,
requiring about $780,000 of draws on its debt service reserve
letter of credit.  At Dec. 31, 2007, about $20.8 million of the
LOC remained, down from $21.7 million at Dec. 31, 2006.  A cash-
funded debt service reserve has been exhausted.  A DSCR of
slightly less than 1x is expected from time to time, requiring
moderate draws on the LOC.  
     
The Colowyo transaction securitizes the coal production payments
generated from two long-term coal sales contracts between the
Colowyo coal mine in Colorado and the Craig Station power
generating facility about 27 miles away by rail.  The Craig
Station contracts expire in 2017, after the debt matures.  A third
contract with the city of Colorado Springs expired at the end of
2004.  Colowyo is a special-purpose entity formed to securitize
the coal production payments generated from these contracts.  Cash
flow available for debt service is calculated as gross price per
ton of coal delivered (about $29 in 2007) minus transfer payments
to Colowyo per ton of coal delivered (about $20 in 2007).  Twice a
year, the contract pricing is adjusted according to inflation
indices.  Once every five years, the contract pricing is adjusted
to the market price, but the maximum adjustment each time is
limited to 15% of the base price.   
     
W.R. Grace & Co. (not rated) has committed to pay all unpaid
principal and interest in excess of the long-term coal contract
revenues and the debt service reserve (now exhausted), up to a
maximum of $25 million.  The LOC guarantees this commitment.  
Kennecott Colorado has committed to pay all operating and capital
costs of Colowyo Coal Co. L.P. Rio Tinto America (BBB+/Watch
Pos/A-2) has an ownership interest in Kennecott Colorado.  
     
If the Colowyo transaction had been more tightly structured, the
rating would have reflected the lowest of those on the
counterparties involved, using Standard & Poor's "weak-link"
approach.  However, because the project has some significant
structural weaknesses, its rating is considerably lower than those
on the counterparties.  The project's primary structural weakness
is a broadly defined force majeure clause contained in the coal
sales contracts that allows purchasers to take less coal during
force majeure events.  This weakness is problematic for the
project when the market price is substantially below the contract
price and coal purchasers have an incentive to take advantage of
this clause.  

In the late 1990s, when coal prices were depressed, Colowyo's coal
purchasers made a series of force majeure claims that drove the
DSCR from operations below 1x.  The project avoided a payment
default by tapping its debt service reserve, which is now
depleted.  Colowyo, through a legal challenge, was able to
invalidate many of the coal purchasers' force majeure claims, and,
as part of a 2000 settlement process, the purchasers agreed to a
tighter definition of a force majeure event.  The coal purchasers
have not made any significant force majeure claims since that
time, and the DSCR has remained close to 1x.  Nonetheless, the
project remains vulnerable because a forced outage at the
purchasers' power plant is still regarded as a force majeure
event.  As forced outages are not unusual, Colowyo could
experience further cash flow shortfalls that it would have to
supplement with the debt service reserve LOC.
     
The negative outlook reflects our concern that the debt service
reserve will continue to decline whenever the DSCR falls below 1x.  
When the DSCR rises above 1x, which could happen if market prices
for Colowyo coal continue to rise for an extended period of time,
then Colowyo must use any surplus cash flow to repay Rio Tinto,
the parent, for price support it has provided in the past to
maintain the DSCR at 1x.


COLUMBUS PARK: Moody's Puts 'Ba2' Rating on $13 Mil. Class D Notes
------------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Columbus Park CDO Ltd.:

(1) Aaa to the $288,000,000 Class A-1 Senior Secured Floating Rate
    Notes due 2020;

(2) Aa2 to the $19,000,000 Class A-2 Senior Secured Floating Rate
    Notes due 2020;

(3) A2 to the $19,000,000 Class B Senior Secured Deferrable
    Floating Rate Notes due 2020;

(4) Baa2 to the $12,000,000 Class C Senior Secured Deferrable
    Floating Rate Notes due 2020; and

(5) Ba2 to the $13,000,000 Class D Secured Deferrable Floating
    Rate Notes due 2020.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of interests in bank
loans and high-yield debt securities due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

GSO Debt Funds Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


COMMODORE INT'L: Dutch Subsidiary's Bankruptcy Case Cancelled
-------------------------------------------------------------
Commodore International Corp. reported that the court in
's-Hertogenbosch, The Netherlands, has decided to rewind the
bankruptcy of Commodore International BV, a subsidiary of
Commodore International Corporation.

As a result of the court decision, the case has been concluded
successfully.

As reported in the Troubled Company Reporter on April 24, 2008,
Commodore International Corp. was informed by the court in The
Netherlands that Commodore International B.V. was declared
bankrupt.

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

                          About Commodore

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


CONSOLIDATED CONTAINER: S&P Holds 'B-' Rating and Revises Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Consolidated Container Co. LLC to stable from positive.  At the
same time, S&P affirmed its ratings on the company, including the
'B-' long-term corporate credit rating.
     
"The outlook revision reflects the company's weaker-than-expected
earnings performance and higher-than-expected debt leverage, both
of which reduce the likelihood of an upgrade over the near term,"
said Standard & Poor's credit analyst Liley Mehta.
     
S&P expect the company's operating results in 2008 to remain
pressured by weaker demand in dairy, beverage, and food categories
as consumer spending is squeezed by higher energy costs, higher
food prices, and, to a certain extent, home-mortgage-related
costs.
     
The ratings on Consolidated Container and its wholly owned
subsidiary Consolidated Container Capital Inc. reflect its highly
leveraged financial profile, which overshadows its weak business
risk profile in the relatively stable beverage and consumer
product packaging markets.
     
Atlanta, Georgia-based Consolidated Container has annual revenues
of about $850 million and is a domestic producer of rigid plastic
containers for dairy products, water, juice, and other beverages;
food, household, and agricultural chemicals; and motor oil.  The
company derives about 59% of its revenues from dairy, water, and
juice packaging, which are relatively commodity-type products and
have mature demand patterns.


CORNERSTONE MINISTRIES: U.S. Trustee Wants Examiner Appointed
-------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Northern District of Georgia to appoint
an examiner to investigate alleged misconduct and irregularity in
the management of the affairs of Cornerstone Ministries
Investments Inc. by its current and former officers.

The examiner is expected to determine whether certain management
decisions made by the Debtor's officers would be declared as
fraud.

The U.S. Trustee alleges that two of the Debtor's officers and
two eNable Business Solutions Inc. -- fka Cornerstone Capital
Advisors Inc., as investment and financial advisor -- each
acquired an 18% ownership interest in Wellstone LLC, the Debtor's
largest borrower in September 2006.  The outstanding principal on
the loans to Wellstone reached $76 million on Sept. 30, 2007.  In
addition, three of the loans with outstanding principal of
$6,574,991 was added after Wellstone became a related party.

The U.S. Trustee says that the Debtor has transfered at least $11
million in loans in the aggregate to wholly owned subsidiaries of
Cornerstone Group Holdings Inc.

                        Regulatory Filing

According to the Debtor's regulatory filing with the Securities
and Exchange Commission, the Debtor suffered a $417,183 net
operating loss during the nine month period ending Sept. 30, 2007,
compared with a $606,658 net operating income a year earlier.  
Despite the loss, the Debtor was able to dole out dividends of at
least $517,931 to shareholders during the nine month ended
Sept. 30, 2007.

The Debtor's regulatory filing indicates that the advisory fees
payable to eNable Business rose from $1,085,322, for the nine
months ended Sept. 30, 2006, to $1,239,174 for the nine months
ended Sept. 30, 2007, an increase of $153,842.

The Debtor experienced cash shortfalls in September, October and
November of 2007, according to the Debtor's President and Chief
Executive Officer John T. Ottinger, Jr., in an affidavit filed
on Feb. 13, 2008.  As of Nov. 12, 2007, "[the Debtor] had
approximately $8.5 million in real estate loan draw request
which it was not able to fund and $300,000 in bond redemption
commitments from October 2007 that it was holding pending receipt
of cash," Mr. Ottinger said.

A full-text copy of the Debtor's Regulatory Filing is available
for free at http://ResearchArchives.com/t/s?2b5b

                  About Cornerstone Ministries

Headquartered in Cumming, Georgia, Cornerstone Ministries
Investments Inc. -- http://www.cmiatlanta.com/-- is engaged in    
financing the acquisition and development of facilities for use by
churches, faith-based or non-profit organizations and for-profit
organizations.  The company offers development, construction,
bridge and interim loans, usually due within one to three years.   
The company makes loans to four distinct groups of borrowers,
including churches, senior housing facilities, family housing
development projects and daycare/faith-based schools.

The company filed for Chapter 11 protection on Feb. 10, 2008 (N.D.
Ga. Case No. 08-20355).  J. Robert Williamson, Esq., at Scroggins
and Williamson, represents the Debtor.  The Debtor selected BMC
Group Inc. as claims, noticing and balloting agent.  When the
Debtor filed for protection from its creditors, it listed assets
was $159,118,892 and debts of $153,847,984.

                           *    *    *

The Debtor reported an opening cash balance of $223,168 and a
closing cash balance of $256,014 for the period March 1, 2008
until March 31, 2008, according to its monthly financial report.


CORPORACION DURANGO: Poor Business Cues Fitch to Cut IDRs to B-
---------------------------------------------------------------
Fitch Ratings has downgraded these credit ratings of Corporacion
Durango S.A. de C.V.:

  -- Foreign Currency Issuer Default Rating to 'B-' from 'B';
  -- Local Currency IDR to 'B-' from 'B';
  -- Notes due in 2017 to 'B/RR3' from 'B+/RR3'.

All of the above ratings have been placed on Rating Watch
Negative.

The downgrades reflect the deterioration of the company's business
and financial profile during the latest 12 months ended March 31,
2008.  The Rating Watch Negative indicates that the rating could
be downgraded further in the near term if the company's cash flow
does not recover.  Durango generated $83 million of EBITDA during
the LTM ended March 31, 2008, a decline from $128 million of
EBITDA during the LTM ended March 31, 2007.  The company's EBITDA
fell sharply to $13 million for the quarter ended March 31, 2008,
from $21 million during the fourth quarter of 2007.

Durango is facing financial pressure due to rising input costs for
old corrugated containers, a key raw material; OCC prices have
escalated during the past 12 months due to the aggressive
purchases of OCC in the U.S. by the Chinese.  Durango has also
been hurt by rising energy costs.  The increase in these two
costs, plus other factors, have led to a rise in the company's
per-ton unit cost to $583 for the quarter ended March 31, 2008
from $506 during the same quarter in 2007.  Price increases have
not offset these costs increases, as Durango's prices have risen
on average by only $29 per ton during this time period.

As of March 31, 2008, Durango had $56 million of cash and
marketable securities and $538 million of total debt.  The
company's debt consists of $14 million of short-term debt and
$524 million of long-term debt.  Of the company's long-term debt,
$508 million is due in October 2017.  Managing liquidity will
become a crucial issue for the company during the next 12 months
if prices do not increase sharply or costs decline.  Durango's
cash position was reduced in April 2008 when the company made
interest payments of approximately $27 million.  To preserve cash,
Durango has extended its trade accounts payable to $122 million as
of March 31, 2008 from $101 million as of Dec. 31, 2007.

An issue rating of 'RR3' is consistent with an anticipated
recovery in the event of default of between 51% and 70%.


COUNTRYWIDE FINANCIAL: BofA Promises More Aid to Stop Foreclosures
------------------------------------------------------------------
A Bank of America N.A. executive disclosed that the bank will do
more to help borrowers of Countrywide Financial Corp. avert home
foreclosures, the Associated Press reports.

Specifically, BofA will modify $40 billion in problems loans from
265,000 borrowers in two years' time, the AP relates, citing
Countrywide executive Liam E. McGee.

BofA revealed this course of action as the Board of the U.S.
Federal Reserve held a two-day meeting with both parties on BofA's
$4.1 billion takeover of Countrywide.  As reported in the Troubled
Company Reporter on Apr. 1, 2008, the Federal Reserve aimed to
determine whether or not the purchase will "benefit the public".

                   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.


CSFB ABS: S&P Puts Default Rating on Class B 2001-HE16 Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-1, M-2, and B mortgage pass-through certificates from CSFB
ABS Trust Series 2001-HE16.  At the same time, S&P affirmed its  
rating on one additional class from this transaction as well as
the ratings on three classes from Credit Suisse First Boston
Mortgage Securities Corp.'s series 2004-FRE1.
     
The downgrades reflect realized losses that continue to exceed
monthly excess interest cash flow.  This has reduced
overcollateralization for series 2001-HE16 to zero and caused a
principal write-down of $87,984.70 to the class B certificates
during the March 2008 remittance period.  Series 2001-HE16 has
sizable loan amounts that are severely delinquent, suggesting that
the unfavorable performance trend will continue.  Severe
delinquencies for series 2001-HE16 total $3.798 million, or 26.39%
of the current pool balance, and cumulative realized losses amount
to $12,323,438, or 4.36% of the original pool balance.  The
average loss severity for the loans that have been liquidated from
this transaction over the past 12 months is 72%.
     
As of the March 2008 remittance period, severe delinquencies for
series 2004-FRE1 were $4.997 million, or 20.9% of the current pool
balance; this is 1.33x the current O/C of $3.745 million.  O/C is
97% of its target amount of $3,857,976.  The 12-month average loss
severity for liquidated loans from series 2004-FRE1 is 43%.  
Cumulative losses for series 2004-FRE1 total $3,199,254, or 0.41%
of the original pool balance.
     
The affirmations on the non-bond-insured classes reflect current
and projected credit support levels sufficient to maintain the
current ratings.  The affirmed 'AAA' rating on class A from series
2001-HE16 reflects bond insurance provided by Financial Security
Assurance Inc. ('AAA' financial strength rating).
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  Furthermore, the class A
certificates have additional support from the bond insurance
policy provided by Financial Security Assurance Inc.  The
collateral for this transaction consists of closed-end, fixed- and
adjustable-rate first-lien mortgage loans with original terms to
maturity of no more than 30 years.

                          Ratings Lowered
   
                   CSFB ABS Trust Series 2001-HE16
                  Mortgage pass-through certificates

                                     Rating
                                     ------
                   Class       To               From
                   -----       --               ----
                   M-1         CCC              BB
                   M-2         CC               B
                   B           D                CCC
   
                          Rating Affirmed
   
                   CSFB ABS Trust Series 2001-HE16
                  Mortgage pass-through certificates
   
                        Class       Rating
                        -----       ------
                        A*          AAA

                        * Bond-insured class.


                         Ratings Affirmed
   
        Credit Suisse First Boston Mortgage Securities Corp.
       Home equity pass-through certificates series 2004-FRE1
   
                        Class       Rating
                        -----       ------
                        B-2         A-
                        B-3         BBB+
                        B-4         BBB


DELPHI CORP: Closes Sale of Bearings Business to Hephaestus' Unit
-----------------------------------------------------------------
Delphi Corp. completed the sale of substantially all the non-cash
assets primarily used in the North American Bearings Business to
Kyklos Bearing International, Inc., an indirect, wholly owned
subsidiary of Hephaestus Holdings, Inc.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Delphi entered into a purchase agreement with Kyklos, which
follows Kyklos being declared the successful bidder in an auction
conducted on Feb. 21, 2008, as part of a sale process under
Section 363 of the United States Bankruptcy Code.

In January 2008, Delphi Automotive Systems LLC and Delphi
Technologies, Inc., debtor-subsidiaries of Delphi Corp., planned
to sell their global bearings business to ND Acquisition Corp., or
to another party submitting a higher and better offer for the
business.  ND Acquisition, a wholly owned subsidiary of private
equity investment firm Resilience Capital Partners LLC, agreed to
submit a stalking horse bid of $44,200,000, subject to
adjustments, for the Bearings Business.

Kyklos acquired substantially all of the Bearings Business's
inventory, intellectual property, and machinery and equipment,
including the manufacturing and engineering facility located in
Sandusky, Ohio.  Kyklos has also hired substantially all of the
Bearings Business's employees and has assumed all of the customer
and supplier contracts.

"We are delighted with HHI's profitable growth under George
Thanopoulos's leadership and look forward to supporting the
company as it proceeds with its aggressive growth and industry
consolidation strategies," Michael G. Psaros, a Managing Partner
of KPS, said.  "HHI has now completed three successful
acquisitions since its creation by KPS in September 2005, and the
company has also achieved significant organic growth and customer
diversification.  HHI is well capitalized, with access to
significant additional capital, and we welcome inquiries from
potential sellers of forging businesses, assets or products lines
that contain large forging value content."

"I am thrilled with the success and rapid growth of HHI since its
creation," George Thanopoulos, Chief Executive Officer of HHI,
said.  "HHI was formed to consolidate the North American forging
industry and to expand into products and markets where our forging
and metalworking expertise result in immediate synergy and value
creation. We are very excited to expand into the wheel bearings
business, and we look forward to becoming a significant global
competitor in the industry."

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


DUKE FUNDING: Moody's Junks Ratings on Seven Classes of Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these notes issued by
Duke Funding XIII, Ltd.:

Class Description: Up to $944,000,000 Class A1SVF Senior Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $321,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $185,000,000 Class A2S Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $55,000,000 Class A2J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $125,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

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

Class Description: $50,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $55,000,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

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


EINSTEIN NOAH: Board Approves 2008 Bonus Plan for Executives
------------------------------------------------------------
The Board of Directors of Einstein Noah Restaurant Group approved
a 2008 bonus plan, according to a Securities and Exchange
Commission filing.  The purpose of this plan is to incentivize  
executives to drive company financial results and to directly link
executive compensation to those financial results.  Each executive
is eligible for a bonus based on Adjusted EBITDA performance.

Under the 2008 Bonus Plan, 85% of the bonus is based solely on
earnings before interest, taxes, depreciation and amortization
after certain adjustments are made and 15% on individual
performance.  Adjusted EBITDA is defined for purposes of the 2008
Bonus Plan as: EBITDA adjusted up (or down) to exclude the
following items:  Loss (gain) on sale, disposal or abandonment of
assets, net; Charges (adjustments) of integration and
reorganization costs; Impairment charges and other elated costs;
(Other income); Prepayment penalties and debt repayment costs; and
Stock-based compensation expense.

To be eligible for the company Performance Portion or the
Individual Performance Portion of the bonus, the company must
achieve a minimum threshold level of Adjusted EBITDA.  Once the
minimum threshold level is met, increasing percentages of bonuses
are earned based upon the degree to which actual Adjusted EBITDA
exceeds the minimum threshold level.  If performance far exceeds
certain Board approved scaled goals, additional bonuses may be
paid at the discretion of the board upon recommendation of the
Compensation Committee.  The Adjusted EBITDA minimum threshold
level and scale for 2008 represented growth goals for the Company
were set to challenge named executive officers to achieve those
results.

The potential bonus percentage based on the base salary for each
NEO for 2008 bonuses is: CEO 100%; COO and CMO 75%; CFO and GC
60%.

Headquartered in Denver, Colorado, Einstein Noah Restaurant Group
(Nasdaq: BAGL) -- http://www.newworldrestaurantgroup.com/-- fka    
New World Restaurant Group Inc. (Other OTC: NWRG.PK) is a quick
casual restaurant industry that operates locations primarily under
the Einstein Bros. and Noah's New York Bagels brands and primarily
franchises locations under the Manhattan Bagel brand.  The company
has approximately 600 restaurants in 36 states and the District of
Columbia under the Einstein Bros. Bagels, Noah's New York Bagels
and Manhattan Bagel brand.

Einstein Noah Restaurant Group Inc.'s balance sheet showed total
assets of $148.5 million and total liabilities $182.1 million,
resulting in a total stockholders' deficit of $33.6 million as of
Jan. 1, 2008.


EMPIRE LAND: Turns Over Stake in Palmdale Project to Lessen Debt
----------------------------------------------------------------
Empire Land LLC entered into an agreement with Cadim Note Inc.,
its secured lender, to transfer its interest in Palmdale, a
partially completed community, the Los Angeles Times reports.

LA Times says Empire Land will get a release from the lender and
reduce its debts to about $100 million.

Empire Land joins at a dozen home builders that sought protection
from creditors in the last 10 months as home sales and prices
plummeted, LA Times notes.

"A severe tightening or loss of financing for the entitling and
development of land, and the resulting pressures that were placed
on the debtors' cash flows, helped prompt the bankruptcy filing,"
LA Times quoting Empire Land's chief financial officer, Neil
Miller, as saying.

LA Times adds that the company requested more time from the U.S.
Bankruptcy Court in Riverside to provide specific financial
information.

Headquartered in Ontario, Canada, Empire Land LLC dba Empire Land
Development LLC -- http://www.epinc.com/-- belongs to the "The  
Empire Companies", a group of residential land, homebuilding and
financing companies that develop master-planned communities
and other land and construction projects located in California and
Arizona.  The company has over a hundred affiliates.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 25, 2008, (Bankr. C.D. Calif. Case No.: 08-
14592 to 08-14615)  James Stang, Esq., at Pachulski Stang Ziehl &
Jones LLP, represents the Debtors in their restructuring efforts.   
As of the bankruptcy filing, Empire Land disclosed estimated
assets and debts of $100 million to $500 million.


ENHANCED MORTGAGE: Moody's Reviews 'Ba3' Rating on $20 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
of notes issued by Enhanced Mortgage-Backed Securities Fund III,
Ltd., a market value CDO issuer:

(1) $130,000,000 Class A-1 Senior Notes Due August 2008

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

(2) $14,000,000 Class A-2 Senior Subordinated Notes Due August
    2008

  -- Current Rating: Baa2, on review for downgrade
  -- Prior Rating: A2, on review for downgrade

(3) $20,000,000 Class A-3 Subordinated Notes Due August 2008

  -- Current Rating: B2, on review for downgrade
  -- Prior Rating: Ba3, on review for downgrade

Moody's noted that the rating action takes into account the
current stressful market conditions and continued price declines
in the market value of the collateral in recent weeks.  While the
underlying assets are highly rated mortgage backed securities, the
unprecedented volatility and illiquidity in the market for
mortgage backed securities has created a high level of uncertainty
around the valuation of these assets.


EOS AIRLINES: Faces Employee Lawsuit Over Termination
-----------------------------------------------------
Peter Mochnal commenced an adversary proceeding against EOS
Airlines Inc. seeking to have employee claims for unpaid wages,
salaries, commissions, bonuses and accrued holiday pay first
priority administrative status in the Chapter 11 case.

Rene S. Roupinian, Esq., at Outten & Golden LLP in New York,
says Mr. Mochnal and about 350 employees of the Debtor were
terminated on April 26, 2008, without cause.  The employees and
Mr. Mochnal were not given 60 days advance written notice of their
termination by the Debtor, as set forth in the Worker Adjustment
Retraining Notification Act, Mr. Roupinian adds.

Mr. Mochnal relates that the Debtor has failed to make 401(k)
contributions and provide health insurance coverage, and other
employee benefits under ERISA.  Mr. Mochnal worked as director of
global sales at the Debtor's corporate headquarters located at 287
Bowman Avenue in Purchase, New York.

The airline will "respond to the suit at the appropriate time,"
Bloomberg News quotes Steven Alschuler of public relations company
Linden Alschuler & Kaplan Inc. as saying on EOS Airlines' behalf.

                       About EOS Airlines

Headquartered in Purchase, New York, EOS Airlines, Inc. --
http://www.eosairlines.com/-- is a transatlantic airline.  The  
company filed for Chapter 11 protection April 26, 2008 (Bankr.
S.D.N.Y. Case No.08-22581).  Stephen D. Lerner, Esq., at Squire
Sanders & Dempsey, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection against it
creditors, it listed total assets of $70,233,455 and total debts
of $34,858,485.


EOS AIRLINES: Taps Menzies Corporate as Joint U.K. Administrators
-----------------------------------------------------------------
Menzies Corporate Restructuring has been appointed as joint
administrators in the U.K., in connection with the recent U.S.
Chapter 11 bankruptcy filing of Eos Airlines, Inc.

The company said that anyone interested in acquiring the business
or assets of the company should contact, in the U.S., Nick
Alvarez, managing director at Alvarez & Marsal or, in the U.K.,
Geoff Bouchier or John Norris of Menzies Corporate Restructuring.
Mr. Alvarez can be reached at (646) 495-3550 and Menzies can be
reached at (020) 7487 7240.

Headquartered in Purchase, New York, Eos Airlines Inc. --
http://www.eosairlines.com/-- aka FDBA Atlantic Express Inc. is a  
premium class New York to London carrier, which is known for its
operational excellence and uncrowded guest experience.  The
company filed for Chapter 11 protection on April 26, 2008 (Bankr.
S.D. N.Y. Case No. 08-22581).  Stephen D. Lerner, Esq., at Squire
Sanders & Dempsey, LLP, in Cincinnati, Ohio, represent the Debtor.  
When the Debtor filed for protection from its creditors, it listed
total assets of $70,233,455 and total debts of $34,858,485.


EOS AIRLINES: Files List of 19 Largest Unsecured Creditors
----------------------------------------------------------
EOS Airlines, Inc. delivered to the U.S. Bankruptcy Court for the
Southern District of New York a list of its 19 largest unsecured
creditors:

   Entity                                  Claim Amount
   ------                                  ------------
   Servisair LLC                             US$744,000
   111 Great Neck Road - Suite 320
   Great Neck, NY 11002-0355

   Campania Mexicana de Aviacion,            US$697,293
   S.A. DE C.V.
   Xola 535 - Col. Del Valle Mexico
   Apartado Postal 12-813
   MX 03100

   BAA Business Support Centre Limited       US$477,727
   Carlson House
   Glasgow, GB 3000 G52 4YG

   Delta Air Lines, Inc.                     US$363,692
   P.O. Box 101153
   Atlanta, GA 30392-1153

   JFK International Air Terminal            US$349,550
   Terminal 4, Room 161.022
   John F. Kennedy Airport
   Jamaica, NY 11430

   United Airlines Inc.                      US$338,729
   P.O. Box 74688
   Chicago, IL 60675-4688

   IMS Consultants                           US$309,885
   dba Innovative Media Solutions
   3995 East La Palma
   Anaheim, CA 92807

   Pan Am International Flight Academy       US$279,000
   P.O. Box 660920
   Miami, FL 33266-0920

   MediaCom                                  US$254,550
   777 Third Avenue
   New York, NY 10017

   Helios MPPD BV                            US$247,482



   DO & CO New York Int'l Catering, Inc.     US$245,000

   The Port Authority of NY & NJ             US$223,031

   ICTS (UK) Limited                         US$209,696

   Radisson SAS Hotel                        US$208,678

   B/E Aerospace                             US$204,280

   ASIG JFK                                  US$148,705

   ARC Financial Services                    US$143,683

   Boeing Commercial Airplanes               US$128,651

   SourceSpeed LLC                           US$127,594

                       About EOS Airlines

Headquartered in Purchase, New York, EOS Airlines, Inc. --
http://www.eosairlines.com/-- is a transatlantic airline.  The  
company filed for Chapter 11 protection April 26, 2008 (Bankr.
S.D.N.Y. Case No.08-22581).  Stephen D. Lerner, Esq., at Squire
Sanders & Dempsey, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection against it
creditors, it listed total assets of $70,233,455 and total debts
of $34,858,485.


ESMARK INC: Gets Nasdaq Non-compliance Notice on 10-K Filing Delay
------------------------------------------------------------------
Esmark Incorporated confirmed that, due to the failure to timely
file its 2007 annual report on form 10-K with the Securities and
Exchange Commission, it received from Nasdaq on April 24, 2008, a
Staff Determination letter stating that the company is not in
compliance with Nasdaq Marketplace Rule 4310(c)(14) for continued
listing.
    
On April 1, 2008, the company previously disclosed that it was
unable to timely file its annual report on form 10-K for the year
ended Dec. 31, 2007 without unreasonable effort or expense because
finalization of the financial statements had been delayed due to
the complexity of accounting to the business combination of the
company, Wheeling-Pittsburgh Corporation and Esmark Steel Service
Group Inc. consummated on Nov. 27, 2007.  While the company has
been diligently preparing its annual report on form 10-K, it was
nonetheless unable to file its form 10-K on the extended filing
date.
    
The Staff Determination Letter states that Nasdaq would suspend
trading of the company's common stock at the opening of business
on April 28, 2008, and file a form 25-NSE with the Securities and
Exchange Commission to remove the company's securities from
listing and registration on The Nasdaq Stock Market unless the
company requests an appeal of the Determination with the Nasdaq
Listing Qualifications Panel in accordance with Nasdaq Marketplace
Rules.

The company has requested such an appeal, automatically staying
the suspension of the company's common stock and the delisting and
deregistration from The Nasdaq Stock Market, pending the issuance
of a written decision by the Panel.  While the company expects the
notice of delisting would be withdrawn by Nasdaq in the event the
company files its form 10-K before the hearing date, there can be
no assurance, if a meeting of the hearing panel is held, that the
hearing panel will grant the company's request for continued
listing.
    
In addition, on April 18, 2008, the company entered into an
amendment with GE Corporate Lending that effectively exercised its
option to extend the maturity date of its revolvers to May 31,
2008 for Wheeling-Pittsburgh Steel Corporation and Esmark Steel
Service Group Inc.  Wheeling-Pittsburgh and Esmark Steel may also
further extend the maturity date of its revolvers up to Sept. 30,
2008, provided that any further extension is 60 days prior to the
maturity date of Wheeling-Pittsburgh's term loan.

The company currently expects that it may receive a going concern
opinion in connection with its 2007 form 10-K.  The company
continues to evaluate all strategic alternatives and opportunities
that could enhance liquidity and shareholder value.

                           About Esmark

Based in Wheeling, West Virginia, Esmark Inc. (NASDAQ:ESMK) --
http://www.esmark.com-- formerly Wheeling-Pittsburgh Corporation,  
is a holding company that, together with its subsidiaries and
joint ventures, produces steel and steel products using both
integrated and electric arc furnace technology.  The company's
principal operating subsidiary is Wheeling-Pittsburgh Steel
Corporation.  The company produces flat rolled steel products for
steel service centers, converters, processors, and the
construction, container and agriculture industries.  Its product
offerings focus on higher value-added finished steel products,
such as cold rolled products, fabricated products, and tin and
zinc coated products.  Higher value-added products comprised 60.8%
of the company's shipments during the year ended Dec. 31, 2006.  
In addition, it produces hot rolled steel products, which
represent the least processed of its finished goods.  In March
2008, the company completed the sale of its minority equity
interest in Wheeling-Nisshin Inc. to Nisshin Holding Inc.


EXTRA SPACE: Failed ARS Auctions Move Liquidity, Spurs $1.4MM Loss
------------------------------------------------------------------
Extra Space Storage Inc. outlined in the company's quarterly and
annual filings with the Securities Exchange Commission, that the
company has previously invested excess cash in highly-rated, AAA
or AA, ARS for the purposes of liquidity and capital preservation.
The ARS held by the company included long-term contractual
securities and perpetual securities for which the interest rates
were reset through auctions every seven, 28 or 35 days.  The
auctions have historically provided a liquid market for ARS.

During the year ended Dec. 31, 2007, the auctions associated with
the ARS held by the company failed.  These failures impacted the
liquidity and value of the ARS.  On Feb. 29, 2008, the company
liquidated the remainder of its holdings in ARS for $21.8 million
in cash.  The amount represented the broker-dealer's estimated
fair market value of the securities as of Jan. 31, 2008.  The
company has retained its rights to pursue the recovery of the
amounts lost.

As a result of the liquidation of ARS, the company recorded a loss
on the sale of investments available for sale of approximately
$1.4 million to the company's income statement for the three
months ended March 31, 2008.  The loss recorded is in addition to
the $1.2 million other-than-temporary impairment recorded for the
three months ended Dec. 31, 2007.  As of March 31, 2008, the
company no longer holds any investments in ARS.

Headquartered in Salt Lake City, Utah, Extra Space Storage Inc.
(NYSE:EXR) -- http://www.extraspace.com/-- is a self-administered  
and self-managed real estate investment trust that operates in two
segments: property management, acquisition and development, and
rental operations.  Property management, acquisition and
development activities include managing, acquiring, developing and
selling self-storage facilities.  The rental operations activities
include rental operations of self-storage facilities.  As of
Dec. 31, 2007, the company held ownership interests in 606
properties located in 33 states and Washington with an aggregate
of approximately 44 million square feet of net rentable space and
approximately 300,000 customers.  Of these 606 properties, 260 are
wholly owned and 346 are owned in joint-venture partnerships. An
additional 45 properties are owned by franchisees or third parties
and operated by the company in exchange for a management fee,
bringing total properties owned and managed by the company to 651.


FC CBO: Notes Paydown Prompts S&P to Withdraw Rating
----------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'AAA' rating on
the class A notes issued by FC CBO II Ltd., an arbitrage corporate
high-yield collateralized bond obligation transaction managed by
Prudential Investment Management.
     
The rating withdrawal follows the complete paydown of the class A
notes on the March 10, 2008, payment date.

                        Rating Withdrawn

                         FC CBO II Ltd.

                    Rating               Balance
                    ------               -------
          Class   To    From      Current      Original
          -----   --    ----      -------      --------
          A       NR    AAA         0.000       770.000

                     Other Outstanding Rating

                          FC CBO II Ltd.

                                      Balance
                                      -------
              Class   Rating   Current      Original
              -----   ------   -------      --------
              B       B       $51,075,000   $65,000,000


                          NR - Not rated.


FINLAY ENTERPRISES: Has Until July 1 to Comply with Nasdaq Rules
----------------------------------------------------------------
The Nasdaq Stock Market has provided Finlay Enterprises Inc. until
July 1, 2008, to regain compliance with the minimum requirement
for the company's common stock to maintain a $5 million minimum
market value of publicly held shares.  

Previously, the company received notification from The Nasdaq
Stock that it is not in compliance with the continued listing
requirement of Nasdaq Marketplace Rule 4450(a)(2) because, for the
last 30 consecutive trading days, the company's common stock has
not maintained a minimum market value of publicly held shares of
$5 million.

To meet this minimum requirement, the market value of the
company's publicly held shares must maintain a market value of
publicly held shares of $5 million or greater for a minimum of ten
consecutive trading days.

If compliance cannot be demonstrated by July 1, 2008, Nasdaq will
provide written notification to the company that its securities
will be delisted.  At that time, the company will be permitted to
appeal Nasdaq's determination to a Listing Qualifications Panel.

In addition, the company received notification from Nasdaq that
the company is not in compliance with the continued listing
requirement of Nasdaq Marketplace Rule 4450(a)(5) because, for the
last 30 consecutive trading days, the bid price for the company's
common stock had closed below the minimum $1.00 per share
requirement.

In accordance with Marketplace Rule 4450(e)(2), the company was
provided 180 calendar days, until Oct. 6, 2008, to regain
compliance with this minimum requirement.  To meet this minimum
requirement, the bid price of the company's common stock must
close at $1 per share or more for a minimum of ten consecutive
business days or a longer period of time as Nasdaq may require in
its discretion.

If compliance cannot be demonstrated by Oct. 6, 2008, Nasdaq will
provide written notification to the company that its securities
will be delisted.  At that time, the company will be permitted to
appeal Nasdaq's determination to a Listing Qualifications Panel.

The company intends to monitor the market value of its listed
securities and to consider available options if its common stock
does not trade at a level likely to result in the company
regaining compliance with the minimum market value of publicly
held shares requirement and the minimum bid price requirement by
the applicable deadlines.

                   About Finlay Enterprises

Headquartered in New York City, Finlay Enterprises Inc. (Nasdaq:
FNLY) -- http://www.finlayenterprises.com/-- through its wholly    
owned subsidiary, Finlay Fine Jewelry Corporation, retails fine
jewelry and operates luxury stand-alone specialty jewelry stores
primarily located in the southeastern United States and
licensed fine jewelry departments in department stores throughout
the United States.  The number of locations at the end of fiscal
2007 totaled 794, including 69 Bailey Banks & Biddle, 32 Carlyle
and five Congress specialty jewelry stores.

                         *     *     *

As reported in the Troubled company Reporter on Feb. 13, 2008,
Standard & Poor's Ratings Services said that the closure of 94
stores due to the consolidation of Macy's divisions will have no
immediate impact on Finlay Enterprises' (Finlay; B-/Negative/--)
rating or outlook.  


FIRST FRANKLIN: Fitch Chips Ratings on $1 Billion Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on 17 First Franklin
mortgage pass-through certificate transactions.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are now removed.  Affirmations total $1.6 billion and
downgrades total $1.0 billion.  Additionally, $76.8 million was
placed on Rating Watch Negative.

Series 2003-FF2
  -- $32.5 million class M-1 downgraded to 'A' from 'AA', placed
     on Rating Watch Negative;

  -- $4.1 million class M-2 downgraded to 'BBB' from 'A';
  -- $0.4 million class M-3A downgraded to 'C/DR6' from 'BBB-';
  -- $0.5 million class M-3F downgraded to 'C/DR6' from 'BBB-';
  -- $0.1 million class M-4A downgraded to 'C/DR6' from 'BBB-';
  -- $0.1 million class M-4F downgraded to 'C/DR6' from 'BBB-';
  -- $369 class M-5A downgraded to 'C/DR6' from 'BBB-';
  -- $794 class M-5F downgraded to 'C/DR6' from 'BBB-'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 30.30%;
  -- Realized Losses to date (% of Original Balance): 1.18%.

Series 2003-FF3
  -- $20.8 million class 1-A affirmed at 'AAA';
  -- $7.1 million class 2-A2 affirmed at 'AAA';
  -- $11.3 million class M-1 downgraded to 'BBB-' from 'A';
  -- $2.3 million class M-2 downgraded to 'B' from 'BBB';
  -- $1.2 million class M-3 downgraded to 'C/DR6' from 'BB';
  -- $0.4 million class M-4 downgraded to 'C/DR6' from 'B';
  -- $0.1 million class B downgraded to 'C/DR6' from 'B'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 33.35%;
  -- Realized Losses to date (% of Original Balance): 0.69%.

Series 2003-FF5
  -- $43.9 million class M-1 affirmed at 'AA';
  -- $31.7 million class M-2 downgraded to 'BBB' from 'A', placed
     on Rating Watch Negative;

  -- $2.9 million class M-3 downgraded to 'CC/DR3' from 'BB';
  -- $2.4 million class M-4 downgraded to 'C/DR5' from 'B';
  -- $1.9 million class M-5 downgraded to 'C/DR6' from 'B-/DR1';
  -- $0.6 million class M-6 revised to 'C/DR6' from 'C/DR4';
  -- $0 class B remains at 'C/DR6'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 21.23%;
  -- Realized Losses to date (% of Original Balance): 1.19%.

Series 2004-FF1
  -- $47.8 million class M-1 affirmed at 'AA+';
  -- $58.6 million class M-2 affirmed at 'A+';
  -- $7.0 million class B-1 downgraded to 'BBB' from 'A-', placed
     on Rating Watch Negative;

  -- $3.7 million class B-2 downgraded to 'CCC/DR2' from 'BB';
  -- $1.1 million class B-3 downgraded to 'CCC/DR2' from 'B'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 16.24%;
  -- Realized Losses to date (% of Original Balance): 0.96%.

Series 2004-FF2
  -- $19.6 million class M-1 affirmed at 'AA+';
  -- $24.2 million class M-2 affirmed at 'AA';
  -- $12.3 million class M-3 affirmed at 'AA-';
  -- $2.1 million class M-4 downgraded to 'A-' from 'A+';
  -- $2.7 million class M-5 downgraded to 'BBB' from 'A';
  -- $1.8 million class M-6 downgraded to 'BB' from 'A-';
  -- $2.2 million class M-7 downgraded to 'CC/DR3' from 'BBB+';
  -- $1.8 million class M-8 downgraded to 'C/DR5' from 'BBB';
  -- $1.1 million class M-9 downgraded to 'C/DR6' from 'BBB-'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 29.10%;
  -- Realized Losses to date (% of Original Balance): 1.02%.

Series 2004-FF3
  -- $85.3 million class M-1 affirmed at 'AA+';
  -- $59.6 million class M-2 downgraded to 'A-' from 'A+';
  -- $6.3 million class M-3 downgraded to 'BBB' from 'A', placed
on Rating Watch Negative;
  -- $5.6 million class M-4 downgraded to 'B' from 'A-';
  -- $5.3 million class B-1 downgraded to 'C/DR5' from 'BB+';
  -- $5.3 million class B-2 downgraded to 'C/DR6' from 'B';
  -- $1.2 million class B-3 downgraded to 'C/DR6' from 'B-/DR1'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 21.70%;
  -- Realized Losses to date (% of Original Balance): 1.57%.

Series 2004-FF4
  -- $21.3 million class A-1 affirmed at 'AAA';
  -- $2.9 million class A-2 affirmed at 'AAA';
  -- $34.4 million class M-1 affirmed at 'AA';
  -- $30.8 million class M-2 affirmed at 'A';
  -- $9.7 million class M-3 downgraded to 'BBB' from 'A-';
  -- $3.6 million class B-1 downgraded to 'BB' from 'BBB+';
  -- $3.5 million class B-2 downgraded to 'B' from 'BB';
  -- $4.1 million class B-3 revised to 'C/DR5' from 'C/DR4'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 20.18%;
  -- Realized Losses to date (% of Original Balance): 1.52%.

Series 2004-FF5
  -- $74.9 million class A-1 affirmed at 'AAA';
  -- $4.5 million class A-2 affirmed at 'AAA';
  -- $24.9 million class A-3C affirmed at 'AAA';
  -- $44.0 million class M-1 affirmed at 'AA+';
  -- $15.9 million class M-2 affirmed at 'AA';
  -- $3.9 million class M-3 affirmed at 'AA-';
  -- $3.9 million class M-4 downgraded to 'A' from 'A+';
  -- $3.9 million class M-5 downgraded to 'BBB+' from 'A';
  -- $2.6 million class M-6 downgraded to 'BBB' from 'A-';
  -- $3.1 million class M-7 downgraded to 'BB' from 'BBB+';
  -- $3.0 million class M-8 downgraded to 'B' from 'BBB';
  -- $2.3 million class M-9 downgraded to 'C/DR5' from 'BBB-';
  -- $1.2 million class B downgraded to 'C/DR5' from 'BB+'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 17.15%;
  -- Realized Losses to date (% of Original Balance): 1.26%.

Series 2004-FF6
  -- $17.2 million class A-1 affirmed at 'AAA';
  -- $8.2 million class A-2B affirmed at 'AAA';
  -- $57.4 million class M-1 affirmed at 'AA';
  -- $47.9 million class M-2 affirmed at 'A';
  -- $13.3 million class M-3 affirmed at 'A-';
  -- $12.6 million class B-1 affirmed at 'BBB+';
  -- $4.0 million class B-2 downgraded to 'BB' from 'BBB';
  -- $5.4 million class B-3 downgraded to 'CC/DR3' from 'BB';
  -- $4.7 million class B-4 downgraded to 'C/DR5' from 'CCC/DR2'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 15.94%;
  -- Realized Losses to date (% of Original Balance): 1.16%.

Series 2004-FF7
  -- $81.4 million class A-1 affirmed at 'AAA';
  -- $72.0 million class A-5 affirmed at 'AAA';
  -- $74.2 million class M-1 affirmed at 'AA+';
  -- $30.6 million class M-2 downgraded to 'A' from 'AA';
  -- $5.8 million class M-3 downgraded to 'A-' from 'AA-';
  -- $5.8 million class M-4 downgraded to 'BBB+' from 'A+';
  -- $4.4 million class M-5 downgraded to 'BBB' from 'A';
  -- $3.0 million class M-6 downgraded to 'BBB-' from 'A-';
  -- $2.5 million class M-7 downgraded to 'BB' from 'BBB+';
  -- $3.7 million class M-8 downgraded to 'BB' from 'BBB';
  -- $3.2 million class M-9 downgraded to 'B' from 'BB+'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 15.65%;
  -- Realized Losses to date (% of Original Balance): 0.93%.

Series 2004-FF8
  -- $4.0 million class A-1 affirmed at 'AAA';
  -- $6.4 million class A-2C affirmed at 'AAA';
  -- $39.8 million class M-1 affirmed at 'AA+';
  -- $33.5 million class M-2 affirmed at 'AA+';
  -- $60.3 million class M-3 downgraded to 'A-' from 'AA-';
  -- $18.0 million class M-4 downgraded to 'BBB' from 'A';
  -- $14.9 million class B-1 downgraded to 'BBB-' from 'A-';
  -- $11.2 million class B-2 downgraded to 'BB' from 'BBB+';
  -- $6.8 million class B-3 downgraded to 'BB' from 'BBB';
  -- $11.6 million class B-4 downgraded to 'B' from 'BB+'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 21.18%;
  -- Realized Losses to date (% of Original Balance): 1.05%.

Series 2004-FF10
  -- $139.8 million class A-3 affirmed at 'AAA';
  -- $77.4 million class M-1 downgraded to 'BBB+' from 'AA';
  -- $32.1 million class M-2 downgraded to 'BBB-' from 'A';
  -- $13.3 million class M-3 downgraded to 'B' from 'BBB-';
  -- $3.4 million class M-4 downgraded to 'C/DR6' from 'BB+';
  -- $3.1 million class M-5 downgraded to 'C/DR6' from 'BB';
  -- $2.5 million class M-6 downgraded to 'C/DR6' from 'BB-'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 31.19%;
  -- Realized Losses to date (% of Original Balance): 1.13%.

Series 2004-FF11
  -- $20.6 million class I-A1 affirmed at 'AAA';
  -- $5.2 million class I-A2 affirmed at 'AAA';
  -- $19.6 million class II-A3 affirmed at 'AAA';
  -- $45.4 million class M-1 affirmed at 'AA+';
  -- $42.0 million class M-2 affirmed at 'AA+';
  -- $36.6 million class M-3 affirmed at 'AA';
  -- $21.7 million class M-4 downgraded to 'A' from 'AA-';
  -- $21.0 million class M-5 downgraded to 'BBB+' from 'A+';
  -- $21.7 million class M-6 downgraded to 'BBB' from 'A';
  -- $13.6 million class M-7 downgraded to 'BBB-' from 'A-';
  -- $13.6 million class M-8 downgraded to 'BB' from 'BBB+';
  -- $9.1 million class M-9 downgraded to 'BB' from 'BBB';
  -- $3.1 million class M-10 downgraded to 'BB' from 'BBB-';
  -- $2.9 million class B-1 downgraded to 'B' from 'BB+';
  -- $2.9 million class B-2 downgraded to 'B' from 'BB'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 25.31%;
  -- Realized Losses to date (% of Original Balance): 1.20%.

Series 2004-FFH1
  -- $22.6 million class M-1 affirmed at 'AA+';
  -- $23.8 million class M-2 affirmed at 'A+';
  -- $3.9 million class M-3 downgraded to 'BB' from 'BBB-';
  -- $3.8 million class M-4 affirmed at 'B';
  -- $3.7 million class M-5 downgraded to 'CCC/DR2' from 'B-/DR2';
  -- $3.3 million class M-6 revised to 'C/DR5' from 'C/DR4';
  -- $2.9 million class M-7 remains at 'C/DR6';
  -- $0 class M-8 remains at 'C/DR6'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 35.21%;
  -- Realized Losses to date (% of Original Balance): 3.82%.

Series 2004-FFH2
  -- $42.6 million class M-1 affirmed at 'AA+';
  -- $42.0 million class M-2 affirmed at 'AA';
  -- $25.2 million class M-3 affirmed at 'AA-';
  -- $15.2 million class M-4 downgraded to 'BBB' from 'A+';
  -- $7.2 million class M-5 downgraded to 'BB' from 'A';
  -- $7.5 million class M-6 downgraded to 'B' from 'BBB-';
  -- $6.6 million class M-7 downgraded to 'C/DR4' from 'BB';
  -- $7.2 million class M-8 downgraded to 'C/DR5' from 'B';
  -- $7.1 million class M-9 revised to 'C/DR6' from 'C/DR4';
  -- $3.4 million class B-1 remains at 'C/DR6';
  -- $0 class B-2 remains at 'C/DR6'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 35.77%;
  -- Realized Losses to date (% of Original Balance): 3.66%.

Series 2004-FFH3
  -- $34.6 million class I-A2 affirmed at 'AAA';
  -- $1.8 million class II-A1 affirmed at 'AAA';
  -- $1.8 million class II-A4 affirmed at 'AAA';
  -- $71.2 million class M-1 affirmed at 'AA+';
  -- $45.8 million class M-2 downgraded to 'A+' from 'AA';
  -- $26.2 million class M-3 downgraded to 'A-' from 'AA-';
  -- $22.5 million class M-4 downgraded to 'BBB+' from 'A+';
  -- $17.5 million class M-5 downgraded to 'BB' from 'BBB';
  -- $9.1 million class M-6 downgraded to 'B' from 'BBB-';
  -- $7.4 million class M-7 downgraded to 'C/DR5' from 'BB+';
  -- $6.6 million class M-8 downgraded to 'C/DR5' from 'BB';
  -- $7.6 million class M-9 downgraded to 'C/DR5' from 'B';
  -- $7.9 million class B-1 revised to 'C/DR6' from 'C/DR5'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 32.88%;
  -- Realized Losses to date (% of Original Balance): 3.49%.

Series 2004-FFH4
  -- $25.4 million class M-1 affirmed at 'AA+';
  -- $31.5 million class M-2 affirmed at 'AA';
  -- $9.1 million class M-3 affirmed at 'AA-';
  -- $14.3 million class M-4 affirmed at 'A+';
  -- $11.3 million class M-5 affirmed at 'A';
  -- $9.9 million class M-6 affirmed at 'A-';
  -- $11.7 million class M-7 affirmed at 'BBB+';
  -- $8.8 million class M-8 downgraded to 'BBB' from 'BBB+';
  -- $8.8 million class M-9 downgraded to 'B' from 'BBB';
  -- $10.2 million class M-10 downgraded to 'C/DR5' from 'BB';
  -- $5.1 million class M-11 downgraded to 'C/DR5' from 'B';
  -- $9.9 million class B-1 downgraded to 'C/DR6' from 'CC/DR3'.

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 36.52%;
  -- Realized Losses to date (% of Original Balance): 4.08%.


FREMONT HOME: Fitch Lowers Ratings on Three Cert. Classes to B
--------------------------------------------------------------
Fitch Ratings has taken rating actions on Fremont Home Loan Trust
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed from Rating Watch Negative.  Affirmations total
$262.2 million and downgrades total $6.1 million.  Additionally,
$1.5 million was placed on Rating Watch Negative.

Fremont Home Loan Trust 2003-A
  -- $36.1 million class M-1 affirmed at 'AA';
  -- $4.5 million class M-2 affirmed at 'A';
  -- $1.4 million class M-3 affirmed at 'A-';
  -- $0.9 million class M-4 affirmed at 'BBB+';
  -- $1.6 million class M-5 affirmed at 'BBB';

Deal Summary
  -- Originators: Fremont
  -- 60+ day Delinquency: 11.46%
  -- Realized Losses to date (% of Original Balance): 0.83%

Fremont Home Loan Trust 2003-B
  -- $41.7 million class M-1 affirmed at 'AA';
  -- $6.1 million class M-2 affirmed at 'A';
  -- $1.7 million class M-3 affirmed at 'A-';
  -- $1.5 million class M-4 affirmed at 'BBB+';
  -- $1.2 million class M-5 affirmed at 'BBB';
  -- $1.5 million class M-6 downgraded to 'BB' from 'BBB-';

Deal Summary
  -- Originators: Fremont
  -- 60+ day Delinquency: 14.65%
  -- Realized Losses to date (% of Original Balance): 1.13%

Fremont Home Loan Trust 2003-1
  -- $11.4 million class M-1 affirmed at 'AA';
  -- $1.4 million class M-2 affirmed at 'A';
  -- $0.5 million class M-3 downgraded to 'BB+' from 'A-';
  -- $0.6 million class M-4 downgraded to 'B' from 'BBB+';
  -- $0.1 million class M-5 downgraded to 'B' from 'BBB';

Deal Summary
  -- Originators: Freemont
  -- 60+ day Delinquency: 29.66%
  -- Realized Losses to date (% of Original Balance): 1.43%

Fremont Home Loan Trust 2004-1
  -- $14.7 million class M-1 affirmed at 'AA+';
  -- $21.8 million class M-2 affirmed at 'AA';
  -- $8.7 million class M-3 affirmed at 'AA-';
  -- $2.4 million class M-4 affirmed at 'A+';
  -- $2.1 million class M-5 affirmed at 'A';
  -- $2.1 million class M-6 affirmed at 'A-';
  -- $1.8 million class M-7 affirmed at 'BBB+';
  -- $1.5 million class M-8 affirmed at 'BBB';
  -- $1.5 million class M-9 rated 'BBB-', placed on Rating Watch
     Negative;

Deal Summary
  -- Originators: Fremont
  -- 60+ day Delinquency: 12.83%
  -- Realized Losses to date (% of Original Balance): 0.89%

Fremont Home Loan Trust 2004-2
  -- $18.9 million class M-1 affirmed at 'AA+';
  -- $29.4 million class M-2 affirmed at 'AA';
  -- $15.9 million class M-3 affirmed at 'AA-';
  -- $16.4 million class M-4 affirmed at 'A+';
  -- $8.9 million class M-5 affirmed at 'A';
  -- $3.2 million class M-6 affirmed at 'A-';
  -- $2.7 million class M-7 affirmed at 'BBB+';
  -- $2.5 million class M-8 affirmed at 'BBB+';
  -- $3.4 million class M-9 downgraded to 'B' from 'BBB-';

Deal Summary
  -- Originators: Fremont
  -- 60+ day Delinquency: 21.77%
  -- Realized Losses to date (% of Original Balance): 0.96%


G-I HOLDINGS: Wants Plan Filing Period Extended to Oct. 30
----------------------------------------------------------
G-I Holdings Inc. and its debtor-affiliate, ACI, Inc., ask the
U.S. Bankruptcy Court for the District of New Jersey to extend,
until Oct. 30, 2008, the exclusive period wherein they can file a
plan of reorganization.

In addition, the Debtors ask the Court to extend their deadline to
solicit acceptances of that plan until Dec. 30, 2008.

This is the Debtors' 11th extension request.

The Debtors believe that the extension requested will greatly
promote and facilitate the achievement of a consensual plan.  The
Debtors note that their Chapter 11 cases have been fraught with a
considerable amount of litigation between them, on the one hand,
and the Asbestos Claimants Committee and a legal representative,
on the other hand, regarding the assertion of various claims and
causes of action against its subsidiary, Building Materials
Corporation of America.

The parties initiated a mediation in an effort to resolve the
ongoing disputes in these Chapter 11 cases, letting them pursue a
global settlement agreement.

To avoid the incurrence of additional expenses on litigation that
would be eliminated if the global settlement were effectuated, the
parties requested a stay of litigation from the Court and other
courts with jurisdiction over litigation related to these Chapter
11 cases that is subject to the settlement discussions.  The
Bankruptcy Court granted the stay in this and in subsequent
orders.  Other courts which had jurisdiction followed suit.

Subsequent to the entry of the stay orders, the parties continued
to engage in good-faith, arm's-length negotiations regarding a
consensual plan.  The Debtors believe these negotiations were very
productive.

Accordingly, the Debtors contend that exclusivity should be
extended in order to continue good faith progress in their
negotiations.  The Debtors remind the Court that terminating
exclusivity at this juncture provides no benefits as a confirmable
plan cannot be proposed by any party absent an estimation of G-I's
aggregate asbestos liability and a resolution of the successor
liability issues.

                        About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.

The company filed for chapter 11 protection on Jan. 5, 2001
(Bankr. D. N.J. Case No. 01-30135).  An affiliate, ACI, Inc.,
filed its own voluntary chapter 11 petition on Aug. 3,
2001.  The cases were consolidated on Oct. 10, 2001.  Weil,
Gotshal & Manges LLP, and Riker, Danzig, Scherer, Hyland &
Perretti LLP, represent the Debtors.  Lowenstein Sandler PC
represents the Official Committee of Unsecured Creditors.

C. Judson Hamlin was appointed by the Court as the Legal
Representative for Present and Future Holders of Asbestos Related
Demands.  Keating, Muething & Klekamp, PLL, represents the
Futures Representative.


GENERAL MOTORS: Posts $3.3 Bil. Net Loss in 2008 First Quarter
--------------------------------------------------------------
General Motors Corp. disclosed financial results for the first
quarter of 2008, marked by improved adjusted automotive operating
performance, rapid growth in emerging markets, continued cost
performance in GM North America (GMNA) operations and liquidity of
nearly $24 billion, despite the impact of the American Axle &
Manufacturing Holdings Inc. strike on North American operations
and weakness in the U.S. auto industry.

GM reported a net loss of $3.3 billion in the first quarter of
2008, compared with a net loss from continuing operations of $42
million in the year-ago quarter.

"We continue to leverage our global product portfolio to take
advantage of tremendous growth in key emerging markets, while at
the same time taking the appropriate actions to deal with the
challenging economic conditions in the U.S.," GM Chairman and
Chief Executive Officer, Rick Wagoner said.

Adjusted automotive earnings before taxes were $392 million, up
$161 million despite the significant impact of the American Axle
strike and weak U.S. auto industry (reported earnings declined
$118 million).  These positive results were driven by strong
combined earnings before taxes of $1 billion in GM Latin America,
Africa and Middle East (GMLAAM), GM Asia Pacific (GMAP) and GM
Europe (GME), which more than offset a loss at GMNA.

Excluding special items, GM posted an adjusted net loss of
$350 million in the first quarter of 2008, reflecting losses at
GMAC and tax expenses.  These results compare to an adjusted net
loss from continuing operations of $10 million in the first
quarter of 2007.

The reported results for the first quarter of 2008 include
unfavorable special items totaling $2.9 billion.  The charges
include $1.45 billion to record a non-cash partial impairment of
our equity investment in GMAC.  Based on current market pricing,
GM concluded that the estimated fair value of the common and
preferred equity interests it holds in GMAC were approximately
$1.45 billion less than GM's carrying value.

GM also took a non-cash charge of $731 million to increase GM's
liability for estimated net costs associated with GM's support of
Delphi's bankruptcy and restructuring efforts.  This charge
primarily results from updated estimates reflecting uncertainty
around the nature, value and timing of GM's recoveries.  In
addition, GM recorded $394 million in non-cash tax-related
valuation allowances related to deferred tax assets in Europe, and
$324 million in charges related to restructuring actions in North
America and Europe.

Total revenue for the first quarter of 2008 was $42.7 billion,
down slightly from $43.4 billion in the year-ago quarter primarily
due to lower North America automotive and financial services and
insurance revenues.  Automotive revenues outside of North America
were up over 20%, with strong growth in China, Brazil, Russia and
India.

                     GM Automotive Operations

Adjusted profits from GM's global automotive operations improved,
with first quarter 2008 earnings before tax of $392 million on an
adjusted basis (reported earnings before tax of $68 million),
compared to $231 million in the year-ago period (reported earnings
before tax of $186 million).

As reported in the Troubled Company Reporter on April 25, 2008, GM
sold 2.25 million vehicles in the first quarter of 2008, down less
than 1% from 2.27 million units in the first quarter 2007, with a
record 64% of sales outside of the United States.  Unit sales
outside GMNA were up 8% compared with the same quarter last year.  
Robust sales in the first quarter in GM's GMLAAM and GMAP regions,
and improved sales in the GME region helped offset a 10% unit
decline in GMNA.

GMNA revenue for the first quarter 2008 was $24.5 billion,
compared to $28.1 billion in the year-ago period.  The decline in
GMNA first quarter revenue was significantly impacted by the lost
production due to the American Axle strike.  Other factors include
a softer U.S. market and planned actions to maintain lean
inventories.  With the industry shift toward more fuel-efficient
vehicles, GM's most recently launched passenger cars and
crossovers, including the Cadillac CTS, GMC Acadia, Buick Enclave
and the all-new Chevrolet Malibu continue to perform well in the
marketplace.

The decline in GMNA first quarter earnings was more than accounted
for by the loss of 100,000 production units resulting from the
American Axle strike, which had an estimated impact to earnings of
$0.8 billion.  Other factors included lower volumes resulting from
a softer U.S. market and lower market share, as well as shifts in
product mix.  Partially offsetting the declines were favorable
material and structural cost performance and commodity hedging
gains and foreign exchange.

GME Revenue was up 17% and adjusted earnings before tax improved
by $137 million.  GME's improved earnings for the first quarter
were driven by improved material cost performance, commodity
hedging gains and reduced warranty costs, which were partially
offset by negative foreign exchange and unfavorable country mix.  
GME had record first-quarter sales volumes of 572,000 units.

Adjusted earnings before tax in the GMLAAM region more than
doubled in the first quarter of 2008, driven by continued strong
market growth and gains in GM market share in the region.  GMLAAM
revenue was up over 33 percent and volumes were up 20%, setting
new first-quarter records for both unit sales and revenue.  In
addition, Argentina, Egypt and North Africa each set new quarterly
sales records.

GMAP adjusted earnings before tax increased by 49%, driven by
strong volume and improvements in material cost performance, which
were partially offset by mix and pricing deterioration and
increased structural costs incurred to support growth.  Revenue
and earnings before tax improved significantly due to the overall
volume gains, although market share was down slightly primarily
due to declines in China, Australia and Korea.

                          Cash and Liquidity

Cash, marketable securities, and readily-available assets of the
Voluntary Employees' Beneficiary Association trust totaled
$23.9 billion on March 31, 2008, down from $24.7 billion on
March 31, 2007.  The change in liquidity reflects adjusted
negative operating cash flow of $3.6 billion in the first quarter
2008.  The decrease was driven largely by lower production in
GMNA, including the impact of the American Axle strike.  Including
undrawn, committed U.S. credit facilities of approximately $7
billion, GM has access to more than $30 billion in liquidity.

                           Looking Forward

In light of the current state of the U.S. economy and automotive
industry, GM has revised its 2008 U.S. total industry seasonally
adjusted annual rate outlook to the mid to high 15 million unit
range, down from the low 16 million unit range.  As a result of
the anticipated softer automotive industry, GM disclosed earlier
this week that it will eliminate a shift of production at four
assembly plants: Janesville, Wisconsin; Pontiac and Flint,
Michigan, and Oshawa, Ontario.

"We remain focused on taking the actions necessary to assure GM's
long-term success -- product excellence, leadership in advanced
propulsion technology, growth in emerging markets, and
accelerating the restructuring of our U.S. business to achieve
sustainable profitability," Mr. Wagoner said.

                             About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/B-3) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expects American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.

To resolve the CreditWatch listings, S&P's will assess the
strike's impact on the companies' credit profiles, particularly
liquidity, once production resumes.  S&P could lower the ratings
any time prior to a resolution of the Axle strike if the liquidity
of the companies becomes compromised, although downgrades are not
likely for another several weeks.

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Fitch Ratings has affirmed the Issuer Default Rating of General
Motors at 'B', with a Rating Outlook Negative.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


GENERATION RESOURCES: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------------------
Generation Resources Holding Co. filed a Chapter 7 bankruptcy
petition to relieve itself of monetary obligations, the Kansas
City Business Journal reports.

According to KCBJ, the company owns personal property with value
that could hardly pay about $6 million unsecured nonpriority
claims to creditors.

KCBJ, citing the Court records, relates that Black & Veatch Corp.
holds a $2.2 million claim against Generation Resources in the
form of a contingent interest promissory note, while two community
foundations in Pennsylvania also hold an evenly divided promissory
note against the company worth $2.6 million.

Freestream Capital LLC, which has a $1 million contract with
Generation Resources, also holds an unsecured claim, KCBJ notes.

Headquartered in Leawood, Kansas, Generation Resources Holding Co.
-- http://www.grhc.biz/-- was building or had built several wind-
energy projects in Pennsylvania.


GLOBAL PREF: S&P Cuts Preferred Shares Rating to B from B+
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Global
Credit Pref. Corp.'s preferred shares and removed them from
CreditWatch with negative implications, where they were placed
April 11, 2008.
     
The lowering of the ratings mirrors the lowering of the rating on
the credit-linked note to which the preferred shares are linked.

Ratings List
Global Credit Pref Corp.

Ratings Lowered and Removed from CreditWatch Negative

                          To       From
                          --       ----
Preferred shares
Global scale             B        B+/Watch Neg
National scale           P-4      P-4(High)/Watch Neg

(Related CLN: The Toronto-Dominion Bank C$48,031,000 Portfolio
Credit-Linked Notes.)


GMAC 2005-C1: Fitch Junks Ratings on Three Certificate Classes
--------------------------------------------------------------
Fitch Ratings downgraded seven classes of GMAC 2005-C1 commercial
mortgage pass-through certificates and removed them from Rating
Watch Negative:

  -- $20 million class H to 'BB+' from 'BBB-';
  -- $6 million class J to 'BB' from 'BB+';
  -- $6 million class K to 'B+' from 'BB';
  -- $8 million class L to 'B-' from 'BB-';
  -- $4 million class M to 'CCC/DR1' from 'B+';
  -- $4 million class N to 'CC/DR3' from 'B';
  -- $4 million class O to 'C/DR6' from 'B-/DR1'.

In addition, Fitch affirmed these classes:

  -- $298.8 million class A-1A at 'AAA';
  -- $296.9 million class A-2 at 'AAA';
  -- $187.3 million class A-3 at 'AAA';
  -- $68.1 million class A-4 at 'AAA';
  -- $157.4 million class A-5 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $159.8 million class A-M at 'AAA';
  -- $127.8 million class A-J at 'AAA';
  -- $34.0 million class B at 'AA';
  -- $12.0 million class C at 'AA-';
  -- $24.0 million class D at 'A';
  -- $16.0 million class E at 'A-';
  -- $16.0 million class F at 'BBB+';
  -- $16.0 million class G at BBB'.

The downgrades to classes H through O are due to projected losses
on the largest specially serviced asset (1.7%).  These classes
were placed on Rating Watch Negative due to an updated value on
the largest specially serviced asset.  Anticipated losses have
become more precisely defined as the disposition process of this
asset has progressed.

Currently, there are three (2.2%) specially serviced assets, the
largest of which is the tenth largest non-defeased loan in the
transaction.  The property is a parking garage in downtown
Detroit, Michigan.  The asset has had a significant decline in
revenue since issuance, became real estate owned in September
2007, and is listed for sale.  An updated appraisal has indicated
a significant decrease in value of this asset.

The two other specially serviced loans (0.5%) are collateralized
by retail properties that were owned by the same borrower.  A
court appointed fiscal agent is expected to sell the collateral.  
The loans remain current and losses are not expected at this time.  
The affirmations of classes A-1A through G are a result of stable
credit enhancement due to recent defeasance despite expected and
realized losses on specially serviced assets.  As of the April
2008 distribution date, the transaction has been reduced by 7.4%
to $1.48 billion from $1.60 billion at issuance.  In total, three
loans (13.0%) have defeased since issuance, including the largest
loan (12.2%) in the transaction.


GSC ABS: Eroding Credit Quality Cues Moody's Rating Downgrades
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
GSC ABS CDO 2006-1c, Ltd.:

Class Description: $54,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $40,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $26,000,000 Class B Floating Rate Deferrable
Subordinate Secured Notes Due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $20,000,000 Class C Floating Rate Deferrable
Junior Subordinate Secured Notes Due 2046

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

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


GSR MORTGAGE: High Delinquencies Prompt S&P to Lower Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of mortgage pass-through certificates from GSR Mortgage
Loan Trust 2005-AR2.  At the same time, the lowered rating on
class 2B4 is removed from CreditWatch negative.  Additionally, S&P   
affirmed its ratings on 10 classes from the same transaction.
     
The lowered ratings reflect negative projected credit support due
to high delinquencies and adverse collateral performance.  Based
on the dollar amount of loans currently in the delinquency
pipeline for loan group 5 from series 2005-AR2, losses are
projected to further reduce credit enhancement.  Class 2B4
experienced a principal write-down in January 2008, which prompted
the downgrade to 'D'.  S&P downgraded classes 2B2 and 2B3 to 'BBB'
from 'AA' and to 'CCC' from 'A+', respectively.  The downgrades
affecting loan group 6 from series 2005-AR2 reflect a high
percentage of properties in the pool that either are in
foreclosure or are classified as real estate owned.  S&P  
downgraded classes 1B3, 1B4, and 1B5 to 'BBB' from 'BBB+', to 'B'
from 'BB', and to 'CCC' from 'B', respectively.  Total
delinquencies were 8.37% (group 5) and 5.55% (group 6) of the
current loan group balances.
     
The affirmations reflect actual and projected credit enhancement
percentages that are sufficient to support the current ratings.  
Credit support for this transaction is provided by a senior-
subordinate structure.     

The collateral backing the certificates originally consisted of
15- to 30-year prime fixed- and adjustable-rate mortgage loans
secured by one- to four-family residential properties.

                           Ratings Lowered

                  GSR Mortgage Loan Trust 2005-AR2
                 Mortgage pass through certificates

                                         Rating
                                         ------
                Series    Class       To        From
                ------    -----       --        ----
                2005-AR2  2B2         BBB       AA
                2005-AR2  2B3         CCC       A+
                2005-AR2  1B3         BBB       BBB+
                2005-AR2  1B4         B         BB
                2005-AR2  1B5         CCC       B

       Rating Lowered and Removed from Creditwatch Negative

                 GSR Mortgage Loan Trust 2005-AR2
                Mortgage pass through certificates

                                        Rating
                                        ------
               Series    Class       To        From
               ------    -----       --        ----
               2005-AR2  2B4         D         B/Watch Neg

                         Ratings Affirmed
   
                 GSR Mortgage Loan Trust 2005-AR2
                Mortgage pass through certificates

           Series     Class                     Rating
           ------     -----                     ------
           2005-AR2   1A1,1A2,1A3,2A1,3A1       AAA
           2005-AR2   4A1,5A1                   AAA
           2005-AR2   2B1                       AA+
           2005-AR2   1B1                       AA
           2005-AR2   1B2                       A+


HARBOURVIEW CDO: Moody's Cuts Ratings on $311.25 Mil. Notes to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating on these notes
issued by Harbourview CDO III, Limited:

Class Description: $311,250,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2031

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

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


INSIGHT MIDWEST: Insight, Comcast Division Cues Moody's B1 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
for Insight Midwest Holdings, LLC and withdrew the former B1 CFR
for its parent company Insight Communications Company, Inc.  

The rating action reflects completion of the division of the
former partnership between Insight and certain affiliates of
Comcast Corporation in which both companies had previously held a
50% interest in Insight Midwest, LP, the intermediate holding
company for the rated issuer Insight Midwest.  Proforma for the
permanent repayment of publicly held bonds at Insight and Insight
Midwest LP (and the consequent removal of the former junior
capital debt cushion underlying the remaining bank debt
obligations), the ratings for which have already been withdrawn,
and in conjunction with Moody's LGD Methodology for the now
substantially "all-bank-debt" capital structure, the recovery
expectation and probability of default assumption for the rated
enterprise have each shifted to above-average outcomes, resulting
in rating downgrades as highlighted below.

The rating outlook has, however, been changed to positive from
stable, reflecting the broadly improved operating performance of
the company and notwithstanding the heightened risks associated
with it now operating as a smaller entity in the absence of the
benefits afforded by the former Comcast affiliate relationship.  
As part of the rating action, Moody's has also withdrawn the
speculative grade liquidity rating for Insight as the Company will
no longer be filing public financial statements.

A summary of ratings actions:

Insight Communications Company, Inc. (Insight)

  -- Corporate Family Rating: Withdrawn (formerly B1)

  -- Probability of default rating: Withdrawn (formerly B1)

  -- Outlook: Withdrawn (formerly Stable)

  -- Speculative Grade Liquidity Rating: Withdrawn
     (formerly SGL-2)

Insight Midwest Holdings, LLC (Insight Midwest)

  -- Corporate Family Rating: Assigned B1

  -- Probability of Default rating: Assigned B2

  -- $260 mm Senior Secured Revolving Credit Facility: Downgraded
     to B1 (LGD2 -- 29%), from Ba3 (LGD3, 41%)

  -- $385 mm ($260 mm remaining) Senior Secured Term Loan A:
     Downgraded to B1 (LGD2 -- 29%), from Ba3 (LGD3, 41%)

  -- $1.8 billion ($1.215 billion remaining) Senior Secured Term
     Loan B: Downgraded to B1 (LGD2 -- 29%), from Ba3 (LGD3, 41%)

  -- Outlook: Changed to Positive, from Stable

The B1 CFR reflects the business and financial risks of operating
with an already leveraged capital structure that will become more
strained on a stand-alone basis, an increasingly heightened
competitive environment and the comparative lack of advantage of
scale and benefits in future periods following the division of the
Comcast partnership.

The rating is also somewhat constrained by uncertainties
surrounding the Company's ownership structure and its fiscal
policies going forward, as Moody's believes the Company will
continue to evaluate its strategic alternatives as opposed to
necessarily operating as a smaller, stand-alone entity.  These
risks are balanced, however, by the relative stability, solid
operating performance and strong underlying enterprise value
associated with the company's well-clustered cable systems, all of
which are further supported by the company's good liquidity
profile.

Proforma for the division of assets between Insight and Comcast
affiliates, Moody's estimates the company's leverage will increase
by about three-quarters of a turn to 5.7x, primarily driven by
lower EBITDA margins for the standalone (non-Comcast affiliate)
entity due to higher programming and (to a lesser extent)
equipment costs.

The positive rating outlook considers Insight's improved operating
performance of late and reflects expectations that ongoing
improvements in key credit metrics may warrant an upgrade of the
CFR over the forward rating horizon, particularly if a
shareholder-friendly leveraging event is not forthcoming and
notwithstanding some risk of slow-down in recent growth rates
stemming from an increasingly penetrated subscriber base and
intensifying competition in future periods.

Insight Communications is a domestic cable television multiple
system operator serving approximately 674,000 basic video
subscribers, mainly in Kentucky and in parts of Indiana and Ohio.   
The Company maintains its headquarters in New York, New York.


IXIS ABS: Moody's Cuts Five Notes' Ratings on Poor Credit Quality
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
IXIS ABS CDO 1 Ltd.:

Class Description: $84,000,000 Class A-1LB Floating Rate Notes Due
October 2040

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

Class Description: $39,000,000 Class A-2L Floating Rate Notes Due
October 2040

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

Class Description: $20,000,000 Class A-3L Floating Rate Notes Due
October 2040

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $20,000,000 Class B-1L Floating Rate Notes Due
October 2040

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $2,000,000 Class B-2L Floating Rate Notes Due
October 2040

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

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


JPMORGAN CHASE: S&P Lowers Ratings on Three Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two raked
classes and one pooled certificate class of commercial mortgage
pass-through certificates from JPMorgan Chase Commercial Mortgage
Securities Corp.'s series 2003-CIBC7.  Concurrently, S&P lowered
its ratings on three classes from the same transaction.  At the
same time, S&P affirmed its  ratings on the remaining classes,
including two raked classes, from this series.
     
The upgrades of the raked certificates reflect the improvement in
the operating performance of The Forum Shops in Las Vegas.  The
upgrade of this pooled certificate reflects increased credit
support and defeasance.  The lowered ratings reflect our
anticipated losses for the assets currently with the special
servicer, Midland Loan Services Inc., as well as S&P's  
concerns with several assets on the servicer's watchlist.  The
affirmed ratings reflect credit enhancement levels that provide
adequate support through various stress scenarios.
     
As of the April 14, 2008, remittance report, the trust collateral
consisted of 177 mortgage loans with an outstanding principal
balance of $1.3 billion, compared with 185 loans with a balance of
$1.5 billion at issuance.  Excluding the defeased loans
($235.2 million, 18%), the master servicer, also Midland, reported
financial information for 95% of the pool.  The servicer-provided
financial information was full-year 2006 and interim 2007 data.
Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.84x for the pool, up from 1.65x
at issuance.  All of the loans in the pool are current with the
exception of the two loans with the special servicer that are
considered real estate owned.  To date, the trust has experienced
one loss totaling $2.4 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding in-trust balance of $469 million (41%) and a weighted
average DSC of 2.04x, compared with 1.88x at issuance.  Standard &
Poor's reviewed the property inspection reports obtained from
Midland, and all of the properties were reported to be in "good"
or "excellent" condition.  Credit characteristics for three of the
top 10 loans continue to be consistent with those of investment-
grade obligations.  Details of these loans are:

     -- The largest loan in the pool, The Forum Shops loan,
        consists of four notes.  The whole-loan consists of a
        $448.6 million senior A note, which is participated into
        three pari passu pieces.  The A-1 participation
        ($149.5 million) serves as collateral for this trust.  The
        A-2 note ($149.5 million) was contributed to the JPMCC
        2004-C1 transaction (not rated by Standard & Poor's), and
        the A-3 was contributed to the JPMCC 2004-CIBC8
        transaction.  There is also a B note totaling
        $82 million that is raked to classes FS1, FS2, FS3, and
        FS4.  These classes derive 100% of their cash flow from
        the B note participation.  The A-1 participation and B         
        note represent 17% of the trust balance.  The loan is
        secured by a 655,079-sq.-ft. class A super regional mall
        built in three phases from 1992 to 2004 on The Strip in
        Las Vegas, Nevada.  The servicer reported a DSC of 2.62x
        as of year-end 2006 for the Forum Shops loan, and
        occupancy at the property was 99%.  The loan is on the
        watchlist because a lawsuit has been brought against the
        sponsor, Simon Property Group Inc., (Simon) by a former
        partner who sold its interests in the property to Simon.
        The former partner alleges that Simon misrepresented the
        value of the property.  Standard & Poor's estimates the
        loan-to-value for the in-trust balance to be 53.4%.

     -- The third-largest loan in the pool, One Post Office
        Square, consists of three notes. The whole loan consists
        of a $116.2 million senior A note, which is participated
        into two pari passu pieces.  The A-1 ($58.1 million) was
        contributed to the JPMorgan Chase 2003-LN1 transaction.  
        The A-2 note ($58.1 million) serves as collateral for this
        trust.  The third note is a B note with a balance of
        $54.9 million, which is held as a pooled certificate in
        the JPMorgan Chase 2003-LN1 transaction.  The loan is
        secured by a 766,462-sq.-ft. class A office building built
        in 1981 in Boston, Massachusetts.  As of year-end 2006,
        DSC was 2.28x and occupancy was 100%.  Standard & Poor's
        estimates the LTV for the in-trust balance to be 55.4%.

     -- The sixth-largest loan in the pool, the Brown Notlemeyer
        Apartment portfolio, consists of a $34.2 million whole
        loan.  The loan is secured by eight multifamily properties
        with a total of 2,087 units, built between 1966 and 1990,
        in Louisville, Kentucky.  As of year-end 2006, DSC was
        1.57x and as of Dec. 31, 2007, occupancy was 98%.  
        Standard & Poor's estimates the LTV for the in-trust
        balance to be 63.9%.
     
There are two assets ($16.2 million, 1.2%) with the special
servicer.  The largest asset is University Gardens ($12.5 million,
0.9%), which is secured by an 80-unit student housing multifamily
property in Tallahassee, Florida.  The loan was transferred to
Midland in February 2007 due to a breach in the university's
master lease agreement with the borrower.  As of March 3, 2008,
the property was 100% vacant; however, an extensive marketing for
lease-up began in the spring of 2008.  The asset is REO, and an
expected loss approximates an appraisal reduction amount of
$4.9 million that is in effect.  Based on the most recent
appraisal, S&P expect a loss to the trust upon the eventual
disposition of the property.
     
The Courtland Square loan ($3.7 million, 0.3%), the second asset
with the special servicer, is secured by a 54,982-sq.-ft. grocery
anchored retail center in Deltona, Florida.  The asset was
originally transferred to Midland in October 2006 due to loss of
the anchor tenant and continued poor occupancy.  The asset is REO,
and an ARA of $0.5 million is in effect.  The servicer is
currently in negotiation to sell the property, and an estimated
as-is value indicates a loss to the trust upon the eventual
disposition of the property.     

The servicer reported 17 loans totaling $241.4 million (18%) on
the watchlist.  The largest, seventh-largest, and eighth-largest
loans in the pool represent 80% of the total watchlist balance.  
Details of the largest loan, The Forum Shops, are discussed above.  
Details concerning the seventh- and eighth-largest loans are as:

     -- Versailles and Dana Point Apartments, the seventh-largest
        exposure, has a current balance of $23.5 million (1.8%)
        and is secured by two garden-style multifamily apartment
        complexes with a total of 652 units in Dallas, Texas.  The
        loan is on the watchlist because the properties reported a
        low combined DSC of 0.89x as of Dec. 31, 2006, down from
        1.51x at issuance.  The decline in DSC is due to increased
        operating expenses.  The combined occupancy was 84% as of
        March 2007.

     -- The eighth-largest exposure ($21.6 million, 1.6%), the
        Rainier Office portfolio, is secured by four office
        properties with 479,720 sq. ft. in various cities in
        Texas.  The loan is on the watchlist because the
        properties reported a low combined DSC of 0.89x as of
        Sept. 30, 2007, compared with 1.43x at issuance.  The
        decline in DSC resulted from low occupancy, which was 77%
        as of Sept. 30, 2007, and Dec. 31, 2007, and higher
        operating expenses.
     
The remaining loans on the watchlist have low occupancies, low
DSCs, and/or upcoming lease expirations.
     
Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including the loans on the watchlist and
those otherwise considered credit impaired.  The resultant credit
enhancement levels adequately support the raised, lowered, and
affirmed ratings.
      
                           Ratings Raised

        JPMorgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2003-CIBC7

                        Rating
                        ------
          Class      To        From   Credit enhancement
          -----      --        ----   ------------------
          B          AA+       AA           12.49%
          FS-3       AAA       AA+            N/A
          FS-4       AA+       AA-            N/A
    
                          Ratings Lowered

        JPMorgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2003-CIBC7

                        Rating
                        ------
          Class    To           From   Credit enhancement
          -----    --           ----    ----------------
          M        B            B+            2.02%
          N        B-           B             1.74%
          P        CCC+         B-            1.47%

                         Ratings Affirmed
    
        JPMorgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2003-CIBC7
    
                Class    Rating   Credit enhancement
                -----    ------    ----------------
                A-2      AAA            15.25%
                A-3      AAA            15.25%
                A-4      AAA            15.25%
                A-1A     AAA            15.25%
                C        AA-            11.39%
                D        A               9.18%
                E        A-              7.94%
                F        BBB+            6.57%
                G        BBB             5.74%
                H        BBB-            4.22%
                J        BB+             3.81%
                K        BB              3.40%
                L        BB-             2.71%
                FS-1     AAA              N/A
                FS-2     AAA              N/A
                X-1      AAA              N/A
                X-2      AAA              N/A



JPMORGAN CHASE: Fitch Puts B-/DR1 Rating on $10.8MM Class P Certs.
------------------------------------------------------------------
Fitch Ratings has assigned a Distressed Recovery rating to J.P.
Morgan Chase Commercial Mortgage Securities Corp., series
2005-LDP1, commercial mortgage pass-through certificates:

  -- $10.8 million class P to 'B-/DR1' from 'B-'.

In addition, Fitch has affirmed these classes:

  -- $24.3 million class A-1 at 'AAA';
  -- $331.8 million class A-1A at 'AAA';
  -- $994.5 million class A-2 at 'AAA';
  -- $157.5 million class A-3 at 'AAA';
  -- $601.5 million class A-4 at 'AAA';
  -- $119.9 million class A-SB at 'AAA';
  -- $94.3 million class A-J at 'AAA';
  -- $100 million class A-JFL at 'AAA';
  -- Interest only class X-1 at 'AAA';
  -- Interest only class X-2 at 'AAA';
  -- $68.4 million class B at 'AA+';
  -- $25.2 million class C at 'AA';
  -- $54 million class D at 'A+';
  -- $28.8 million class E at 'A-';
  -- $46.8 million class F at 'BBB+';
  -- $28.8 million class G at 'BBB';
  -- $32.4 million class H at 'BBB-';
  -- $10.8 million class J at 'BB+';
  -- $14.4 million class K at 'BB';
  -- $10.8 million class L at 'BB-';
  -- $7.2 million class M at 'B+';
  -- $7.2 million class N at 'B'.

The $36 million class NR is not rated by Fitch.

The assignment of the DR rating is due to increased loss
expectations since Fitch's last review.  As of the April 2008
remittance, the transaction has paid down 2.5% to $2.81 billion
from $2.87 billion at issuance.  Nineteen loans have defeased
(9.3%).

Fitch has identified 20 loans of concern (4.3%), including the
five specially serviced assets (1.5%).  Four of the specially
serviced assets (1.1%) are multifamily properties located in Texas
that were owned and operated by MBS Cos., which filed for
bankruptcy protection in late 2007.  Recent appraisal values
indicate potential losses on the four MBS-sponsored properties.  
Fitch will continue to monitor the progress of the disposition of
the MBS portfolio.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the two shadow rated loans,
Woodbridge Center (7.6%) and Harbor Court (1.0%).  Based on their
stable performance, the loans maintain their investment grade
shadow ratings.

The Woodbridge Center loan is secured by a regional mall located
in Woodbridge, New Jersey.  As of September 2007, occupancy at
Woodbridge Center has improved to 99% from 94.8% at issuance.  The
loan is scheduled to mature in June 2009.

The Harbor Court loan is secured by a ground lease on a parcel of
land in Honolulu, Hawaii and expires in 2074.  A 201,256 square
foot office/mixed-use building is constructed on the site.  The
loan is scheduled to mature in May 2014.


KEYS FITNESS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Keys Fitness Products L.P.
        Suite 250, 4009 Distribution Drive
        Garland, TX 75041

Bankruptcy Case No.: 08-31790

Type of Business: Keys Fitness Products is known for its
                  treadmills.  The company also makes exercise
                  bikes, ellipticals, steppers, home gyms, and
                  other exercise equipment.  The company sells its
                  products through more than 3,000 retailers in
                  the US, well as stores in more than 30 other
                  countries.  Brand names include CardioMax, Power
                  System HealthTrainer, Ironman, Keys, and Karen
                  Voight -- http://www.keysfitness.com/--  

Chapter 11 Petition Date: April 14, 2008

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Patrick J. Neligan, Jr., Esq.
                  Neligan Foley LLP
                  Suite 2600, 1700 Pacific Ave.,  
                  Dallas, TX 75201
                  Tel (214) 840-5333
                  Fax (214) 840-5301
                  Email pneligan@neliganlaw.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.


LOOK COMMS: February 29 Balance Sheet Upside Down By $1.9 Million
-----------------------------------------------------------------
Look Communications Inc. reported balance sheet data, as of
Feb. 29, 2008, with total assets of $18.2 million, total
liabilities of $20.2 million resulting to a total shareholders'
deficiency of $1.9 million for the second quarter of 2008.

The company's service and sales revenue for the quarter ended
Feb. 29, 2008 was $5.2 million compared to $6.3 million for the
quarter ended Feb. 28, 2007;

Look Communications' operating expenses decreased $200,000 or
4.7% to $4.4 million for the quarter ended Feb. 29, 2008 from
$4.6 million for the quarter ended Feb. 28, 2007.

EBITDA for the quarter ended Feb. 29, 2008 was negative
$500,000 compared to EBITDA of positive $100,000 for the quarter
ended Feb. 28, 2007;

The loss and comprehensive loss for the quarters ended Feb. 29,
2008 and Feb. 28, 2007 was $1.9 million and $1.4 million.

Unrestricted cash and cash equivalents decreased by $3.5 million,
or 45.1%, during the six months ended Feb. 29, 2008 from
$7.8 million at Aug. 31, 2007 to $4.3 million at Feb. 29, 2008.  
For the six months ended Feb. 28, 2007, cash increased by
$2.9 million from $5.1 million to $8.0 million.

                     About Look Communications

Headquartered in Montreal, Quebec, Look Communications Inc. --
http://www.look.ca/-- is a wireless broadband carrier, delivering  
a spectrum of communications services, including wireless digital
television distribution, dial-up and internet access, and Web-
related services, including Web-hosting and domain name
registration.  The company’s service and sales revenue consists of
broadcast services, internet services, other services, and
equipment sales and installation revenue.  Broadcast services
revenue is earned from the provision of services to residential
and commercial customers.  Internet services revenue is earned
from monthly and annual subscriptions from individuals and
businesses for access to the Internet.  Other services revenues
are earned from web-hosting, domain name registration, and web-
server, co-location.  Equipment sales revenues are earned from the
sale of equipment to customers.


LUNAR FUNDING: Moody's Reviews 'Ba1' Rating on $200 Million Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these notes issued by
Lunar Funding V plc Series 2007-39:

Class Description: $200,000,000 Limited Recourse Secured Floating
Rate Credit-Linked Notes due 2037

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

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


LUNAR FUNDING: Moody's Junks Ratings on Three Classes of Notes
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these notes issued by
Lunar Funding V Plc:

Issuer: Lunar Funding V Plc Series 2006-27

Class Description: $30,000,000 Limited Recourse Secured Floating
Rate Credit-Linked notes due 2052

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Issuer: Lunar Funding V Plc Series 2006-28

Class Description: $80,000,000 Limited Recourse Secured Floating
Rate Credit-Linked Notes due 2052

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

Issuer: Lunar Funding V Plc Series 2006-29

Class Description: $25,000,000 Limited Recourse Secured Floating
Rate Credit-Linked Notes due 2052

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

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


LAWRENCE J. PETERS: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lawrence J. Peters
        705 Terrace Drive
        Elm Grove, WI 53122

Bankruptcy Case No.: 08-23266

Chapter 11 Petition Date: April 4, 2008

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Jonathan V. Goodman
                  135 West Wells Street, Suite 340
                  Milwaukee, WI 53203
                  Tel (414) 276-6760
                  Email jgoodman@ameritech.net

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
WE Energies                    Utility Bills         $39,400
231 West Michigan Street
Milwaukee, WI 53201

Chase                          Credit Card Purchases $17,372
Cardmember Service
P.O. Box 94014
Pelatine, IL 60094-4014

US Bank Visa                   Credit Card Purchases  $9,242
P.O. Box 790408
Saint Louis, MO 63179-0408

County of Milwaukee                                   $8,215

Sears                          Credit Card Purchases  $5,700

Chase MasterCard               Credit Card Purchases  $3,812

Ripon Heat Bill                Heating Bill           $3,073

City of Milwaukee              Real Estate taxes      $2,800

Orlando Electric LLC           Services               $1,485

ACM Fire Protection                                   $1,210

Water Department               Utility Bills          $1,200


LOS OJUELOS: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Los Ojuelos Water Company Inc.
        1906 Loreto Drive
        Laredo, TX 78045

Bankruptcy Case No.: 08-50087

Type of Business: Water Wholesale

Chapter 11 Petition Date: April 10, 2008

Court: Southern District of Texas (Laredo)

Judge: Wesley W. Steen

Debtor's Counsel: Adolfo Campero, Jr., Esq.
                  Suite 207, 315 Calle Del Norte
                  Laredo, TX 78041
                  Tel (956) 796-0330
                  Fax (956) 796-0399
                  Email acampero@cblawfirm.net

Total Assets: $1,604,683

Total Debts: $45,121

Debtor's 6 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Lynn Sherman                   Services              $15,000
401 Congressw, Suite 2100
Austin, Texas 78701

Campero & Becerra P.C.         Services              $15,000
Suite No. 207
315 Calle Del Norte
Laredo, Texas 78041

Jesus A. Davila, P.C.          Services              $5,000
101 W. Hillside, Suite 6-B
Laredo, Texas 78041

R. Molina Waterwell Services   Services              $1,000

Environmental Laboratory       Services                $101

Capital One                    Credit Card               $0


MACROVISION SOLUTIONS: $50MM Loan Increase Cues S&P to Cut Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its bank loan rating on
the senior secured first-lien credit facilities of Macrovision
Solutions Corp. (B+/Positive/--).  The bank loan rating was
lowered to 'B+' from 'BB-'.  At the same time, S&P revised its  
recovery ratings on the credit facility to '3', indicating its  
expectation of meaningful (50% to 70%) recovery in the event of a
payment default, from '2'.  The 'B+' corporate credit rating
remains unchanged.
     
The bank loan rating action is based on the final terms of a
transaction in which the first-lien secured term loan was
increased by $50 million, to $550 million, and the amount of the
company's proposed 11% unsecured senior notes was decreased by
$50 million, to $100 million.  In addition, the maturity date on
the unsecured notes was revised to 2013 under the final capital
structure.
     
At the same time, S&P affirmed the ratings on Macrovision's
$340 million of unsecured facilities, consisting of $240 million
in 2.625% convertible senior unsecured notes due 2011 and the
$100 million senior unsecured notes due 2013.  The notes are rated
'B-', with a recovery rating of '6', indicating our expectation of
negligible (0% to 10%) recovery in the event of a payment default.
     
Proceeds from the proposed financing will be used to fund
Macrovision's acquisition of unrated Gemstar-TV Guide
International Inc.  Pro forma total debt outstanding, which
remains unchanged under the new capital structure, was
$904 million as of Dec. 31, 2007.

Ratings List

Macrovision Solutions Corp.
Corporate Credit Rating                B+/Positive/--
Senior Unsecured
  $240 mil 2.625% convertible
  senior nts due 2011                   B-
   Recovery Rating                      6
  $100 mil sr unsecd nts due 2013       B-
   Recovery Rating                      6

Ratings Lowered
                                        To                 From
                                        --                 ----
Macrovision Solutions Corp.
Senior Secured
  $550 mil term loan B bank ln due
  2013                                  B+                 BB-
   Recovery Rating                      3                  2


MAINLAND NURSERY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mainland Nursery Inc.
        J-50 W Turner Rd
        Lodi, CA 95242

Bankruptcy Case No.: 08-24927

Type of Business: The Debtor is a grower of indoor potted
                  premier foliage and indoor potted
florist               
                  color.  John Grant Mainland founded mainland
                  Nursery in 1919. http://www.mainlandnursery.com/

Chapter 11 Petition Date: April 17, 2008

Court: Eastern District of California (Sacramento)

Judge: Hon. Michael S. McManus

Debtor's Counsel: Megan A. Lewis , Esq.
                  400 Capitol Mall 22nd Fl
                  Sacramento, CA 95814
                  Tel (916) 441-2430

Estimated Assets: $1 million - $100 million

Estimated Debts: $1 million - $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
PrimaFlora International LP    Value of              $366,749
Suite 5, 311 Industrial Way    Collateral - 100,000
Fall brrok, CA 92088           Value of
                               Unsecured - 366,749

Gloeckner, Fred C. & Co.                             $230,895
600 Mamaroneck Ave.
Harrison, NY 10528

Sheppard West Inc.             Trade Debt            $165,263
27850 Lady Slipper Loop
Eugene, OR 97405

ITML Horticultural Products    Trade Debt             $66,288

Western Cactus Enterprises     Trade Debt             $55,050

Premier Horticulture Inc.      Trade Debt             $55,026

Harster Greenhouses Inc.       Trade Debt             $52,562

Robert Mann Packaging Inc.     Trade Debt             $38,646

El Monte Nursery Inc.                                 $31,685

Plant Solutions Inc.           Trade Debt             $25,855

Kraemer Patrick J.                                    $25,375

Western Farm Service           Trade Debt             $25,048

Henry F. Michell Company                              $24,269

Ball Seed Co.                  Trade Debt             $21,938

Hortica                        Trade Debt             $21,113

Twin Oaks Growers Int. Inc.    Trade Debt             $20,550

Highland supply Corp.                                 $20,397

L&L Transplant Co.                                    $20,272

Burnaby Lake Greenhouses Ltd.  Trade Debt             $19,257

Romeo Packing Co.              Trade Debt             $18,916         


MAJESTIC STAR: Moody's Reviews Low-B Ratings For Possible Cuts
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Majestic Star
Casino, LLC and Majestic HoldCo, LLC on review for possible
downgrade.

This is in response to continued concerns that Majestic Star's
operating results, liquidity profile, and overall capital
structure remain vulnerable to significant investment by its
competitors, promotional activity, a smoking ban that went into
effect in Colorado at the beginning of 2008, and an overall
slowing of the U.S. economy.  Debt EBITDA remains above 8.0 times,
and EBITDA coverage of cash interest is only about 1.2 times.

Ratings placed on review for possible downgrade are:

Majestic Star Casino, LLC:

  -- $300 million senior secured notes due 2010 at B2,

  -- $200 million senior secured notes due 2011 at Caa1.

Majestic HoldCo, LLC:

  -- Corporate family rating at B3,

  -- Probability of default rating at B3,

  -- $55 million 12% discount notes due 2011 at Caa2.

"Despite the fact that the company remains in compliance with its
bank facility, and its recently amended financial covenants
provide some near-term flexibility, without a significant
improvement in operating results, Majestic Star will likely need
to refinance its debt in a manner that materially lowers its debt
service obligations going forward," according to Keith Foley,
Moody's Senior Vice President.

Moody's review will focus on Majestic Star's near-term liquidity
position, specifically the company's ability to meet its October
2008 and April 2009 interest payments, as well as the company's
longer-term operating and financing plans.  Ratings could be
lowered if Moody's believes that Majestic Star's limited ability
to invest in its casinos will continue to negatively impact its
competitive position and lead to a decline in earnings.  Ratings
could also be downgraded if Moody's believes that the company's
significant leverage, along with the continued volatility in the
capital markets and high cost of borrowing, make it less likely
that Majestic Star can refinance its existing obligations without
experiencing some level of impairment.

Majestic Star Casino, LLC directly and indirectly owns and
operates riverboat casinos in Gary, Indiana; Tunica, Mississippi;
and Black Hawk, Colorado.  Majestic HoldCo, LLC owns 100% of The
Majestic Star Casino, LLC.


MANUEL GONZALEZ: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Manuel Benitez-Gonzalez
        Calle Taft No. 50
        Cond. Taft Center Apt. 4-b
        San Juan, PR 00911

Bankruptcy Case No.: 08-01903

Chapter 11 Petition Date: March 30, 2008

Court: District of Puerto Rico (Old San Juan)

U.S. Trustee: Monsita Lecaroz Arribas

Debtor's Counsel: Antonio I. Hernandez Rodriguez, Esq.
                  Hernandez Law Office
                  P.O. BOX 8509
                  San Juan, PR 00910-0509
                  Tel (787) 250-0575
                  Email ahernandezlaw@yahoo.com

Estimated Assets: $1 million - $100 million

Estimated Debts: $1 million - $100 million

Debtor's 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Banco Santander PR             Bank Loan             $5,084,476
Commercial Credit Dept.
P.O. Box 362589
San Juan, PR 00936-2589

First Bank                     Bank Loan               $400,000
Commercial Credit Dept.
P.O. Box 089146
San Juan, PR 00908-9146       

BBVA                           Bank Loan               $313,455
P.O. Box 364745
San Juan, PR 00936-4745        

Prima Facie Inc.               Trade Debt              $300,000
Suite 203, No. 248 Ave.
FD Roosevelt
San Juan, PR 00918-2435

Banco Popular de PR            Bank Loan               $271,935
P.O. Box 362708         
San Juan, PR 00936-2708

Eurobank                       Bank Loan               $260,928
5th Floor, Corona Bldg.
Calle Progreso
Santurce, PR

United Surety & Indemnity      Trade Debt              $111,000
Comp.

Citi Capital Leasing           Bank Loan               $79,379

Asume                          Child Support           $70,950

Ford Motor Credit              Bank Loan               $48,468


MARK L. HAGEN: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mark L. Hagen
        7248 Encelia Drive
        La Jolla, CA 92037
        Tel (858) 459-8480

Bankruptcy Case No.: 08-03080

Chapter 11 Petition Date: April 16, 2008

Court: Southern District of California (San Diego)

Judge: Judge James W. Meyers

Debtor's Counsel: Bret Hamelin
                  5445 Oberlin Dr., Suite 200
                  San Diego, CA 92121
                  Tel (619) 595-0535
                  Email bhamelin@san.rr.com

Estimated Assets: $1 million - $100 million

Estimated Debts: $1 million - $100 million

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Professional Satellite &       Lawsuit settlement    $2,960,439
Commu
5590 Morehouse Drive
San Diego, CA 92121

Washington Mutual              Real Estate           $2,936,063
P.O. Box 78148
Phoenix, AZ 85062-8148

Lynda London                   Real Estate             $268,403   
7525 Miramar Avenue            value of
La Jolla, CA 92037             senior lien: 6,256,738

Morgan Stanley Home Loans      Real Estate             $135,777
                               value of
                               senior lien: 2,936,063

Mercedez Benz Financial        Vehicle                   $28,812  

San Diego County Treasurer     Real Estate               $23,133
                               value of
                               senior lien: $3,161,764

All Points Capital Corp        Vehicle                   $17,752

Matranga & Riley               Accounting Services        $1,505

Virginia H. Gaburo, Esq.       Legal Services             $1,355

Bank of America                                           $1,097

Smaha Law Group                Legal Services        Unknown


MARKWEST ENERGY: Moody's Keeps 'B1' Ratings on Same Terms on Notes
------------------------------------------------------------------
Moody's Investors Service affirmed MarkWest Energy Partners,
L.P.'s B1 Corporate Family Rating, B1 Probability of Default
Rating, B2 (LGD 4, changed to 62% from 64%) senior unsecured note
ratings, and speculative grade liquidity SGL-3 rating.  The rating
outlook is stable.

MarkWest plans to issue $100 million senior unsecured notes as an
add-on to its $400 million note issuance on April 15, 2008.  The
ratings are unchanged as the terms and conditions of the new notes
are substantively the same as the existing notes.  MarkWest
expects to use the net add-on proceeds to pre-fund a portion of
its 2008 capital spending program.  The company used the net
proceeds from its $400 million notes issue earlier this month, in
addition to $172 million in net proceeds from an equity offering,
to pay down its $225 million secured term loan incurred to
partially fund its acquisition of MarkWest Hydrocarbon, pay off
all drawings under its $350 million revolving credit facility and
partially pre-fund its capital spending program.  The company's
pro-forma funded debt consists of $1.0 billion in senior unsecured
notes.  The notes are guaranteed by all of MarkWest's existing
subsidiaries on a senior unsecured basis.

Moody's estimates MarkWest's pro-forma deb EBITDA (as adjusted to
include operating leases) for the last twelve months ending
Dec. 31, 2007 at approximately 4.9x, considerably higher than the
company's target of 3.5x.  MarkWest will need to continue to raise
common equity, as well as grow cash flow, to reduce the higher
leverage associated with the MarkWest Hydrocarbon transaction and
its aggressive growth capital spending plans.  Higher capital
spending without a commensurate increase in operating cash flow or
an inability to raise sufficient equity that leads to persistent
leverage over 4.5x could result in a negative rating action.

MarkWest Energy Partners, L.P., headquartered in Denver, Colorado,
is a midstream natural gas limited partnership.


MARKWEST ENERGY: Improved Recovery Cues S&P to Hold 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on midstream energy company MarkWest Energy Partners
L.P.  At the same time, S&P raised its issue rating on the
company's $1 billion senior unsecured notes due 2014, 2016, and
2018 to 'B+' from 'B' and raised the recovery rating to '4' from
'5', indicating that lenders can expect average (30%-50%) recovery
in the event of payment default.  The outlook is stable.
     
The rating action reflects the improved recovery prospects of the
unsecured lenders following the repayment of the secured term loan
using proceeds from the upsized offering of senior unsecured notes
due 2018.
     
MWE is a master limited partnership engaged in the gathering,
processing, and transmission of natural gas; transport,
fractionation, and storage of natural gas liquids; and gathering
and transport of crude oil in the Southwest, Northeast, and Gulf
Coast.
     
The rating on MWE reflects a weak business risk profile due to the
company's commodity price sensitivity, small asset base,
historically aggressive growth strategy, and large capital-
spending plan.  Increasing geographic diversity and the stability
garnered from the company's hedging program partially mitigate the
aforementioned risks.
     
The outlook on MWE is stable.  Capital-spending needs are expected
to remain high and the recent merger with MarkWest Hydrocarbon
Inc. is expected to increase commodity price sensitivity.
     
"Continued ratings stability will rely on the successful execution
of expansion plans on time and on budget, and the ongoing
management of commodity price exposure through a comprehensive
hedging policy," noted Standard & Poor's credit analyst Plana Lee.
     
"Conversely, a negative outlook revision or downward rating action
could result from additional debt-financed expansions,
disappointing margins, or the greater commodity price sensitivity
of the MarkWest Hydrocarbon business," she continued.


MESA 2002-3: S&P Lowers CCC Rating to CC on Class B-2 Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-2 home loan asset-backed notes issued by MESA 2002-3 Global
Issuance Co.  At the same time, S&P affirmed the ratings on the
class M-2 and B-1 notes from the same transaction.
     
As of the March 2008 remittance date, overcollateralization was
$207,831 and serious delinquencies were $3.560 million, or 17.13x
O/C, suggesting that the unfavorable performance trend will
continue.  Cumulative losses were $14,356,787, or 9.88% of the
original pool balance.  The outstanding pool balance, as a
percentage of its original size, was 14.56%.  The affirmations
reflect sufficient current and projected credit support to
maintain the current rating levels.
     
Credit support for this transaction is provided through a
combination of subordination, excess spread, and O/C.  The
collateral consists of 30-year, fixed- or adjustable-rate subprime
mortgage loans secured by first liens on residential properties.

                          Rating Lowered

                 MESA 2002-3 Global Issuance Co.

                                  Rating
                                  ------
                  Class      To            From
                  -----      --            ----
                  B-2        CC            CCC

                         Ratings Affirmed

                 MESA 2002-3 Global Issuance Co.

                         Class      Rating
                         -----      ------
                         M-2        AAA
                         B-1        BBB


MULBERRY STREET: Moody's Reviews 'Ba1' Rating on $52.5 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Mulberry Street CDO, Ltd.:

Class Description: $40,000,000 Class A-1B Floating Rate Notes Due
Dec. 12, 2037

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $52,500,000 Class A-2 Floating Rate Notes Due
Dec. 12, 2037

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

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


MAXKO PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Maxko Petroleum LLC
        10300 W. Commercial Blvd
        Fort Lauderdale, FL 33351

Bankruptcy Case No.: 08-14652

Chapter 11 Petition Date: April 16, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Susan D. Lasky, Esq
                  2101 N Andrews Ave No. 405
                  Wilton Manors, FL 33311
                  Tel (954) 565-5854
                  Fax (954) 462-8411
                  Email slaskylbrpa@bellsouth.net

Estimated Assets: $0 - $50,000

Estimated Debts: $1 million - $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Coast to Coast Petroleum                             $47,293
1301 SW 2 Street
Pompano Beach, FL 33064

Imperial Finance                                     $22,233
Suite 301    
701 Park of Commerce
Boca Raton, FL 33487

City of Sunrise                Taxes                 $13,000
10770 West Oakland Park
Blvd.
Fort Lauderdale, FL 33351

Howitt & Assoc                                       $12,200

Technology Insurance, CA                              $9,183

Broward County                 Tangible Tax Sunrise   $8,309

Broward County Revenue         Tangible Tax Food      $4,915
                               Delight

FPL                                                   $4,236

Imperial Premium Finance                              $2,760

Pepsi America                                         $1,786

Tropican Chilled                                      $1,212

S&D Coffee Inc.                                         $984

American Mng Corp.                                      $864

Technology Insurance, OH                                $765

US Foods                                                $762

Tower hill Insurance                                    $688

American Tank Lines                                     $627

Car Wash Equipment                                      $593

Mag Wholesale                                           $553

Tropical Paradise Lawn                                  $350


NORTH STREET: Six Classes of Notes Get Moody's Rating Downgrades
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
North Street Referenced Linked Notes, 2005-7 Limited:

Class Description: $60,000,000 Class A Floating Rate Notes due
2039

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $35,000,000 Class B-1 Floating Rate Notes due
2039

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $30,000,000 Class B-2 Floating Rate Notes due
2039

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $20,000,000 Class C Floating Rate Notes due
2039

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

Additionally, Moody's downgraded these notes:

Class Description: $30,000,000 Class D Floating Rate Notes due
2039

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

Class Description: $20,000,000 Class E Floating Rate Notes due
2039

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

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


NORTHLAKE CDO: Moody's Reviews 'B3' Ratings on $45 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
NorthLake CDO I, Limited:

Class Description: $174,000,000 Class I-MM Floating Rate Notes Due
2033

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

Class Description: $56,000,000 Class I-A Floating Rate Notes Due
2033

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $45,000,000 Class II Floating Rate Notes Due
2038

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

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


OCEANVIEW CBO: Two Classes of Notes Get Moody's Low-B Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Oceanview CBO I, Ltd.:

Class Description: $70,000,000 Class A-1B Floating Rate Notes Due
June 2032

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba2

Class Description: $12,500,000 Combination Securities Due June
2032

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

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


OSI RESTAURANT: S&P Revises Outlook to Negative from Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Tampa,
Florida-based OSI Restaurant Partners Inc. to negative from
stable.
     
"The outlook revision reflects operating performance that has not
met our expectations," said Standard & Poor's credit analyst
Jackie E. Oberoi, "leading to weaker-than-expected credit
metrics."  Leverage is about 9x (including the company's
$790 million CMBS debt issued through Private Restaurant
Properties) for the year ended Dec. 31, 2007.

                          *     *     *

OSI Restaurant Partners continues to carry Standard and Poor's 'B'
long term foreign and local issuer credit rating.  This rating was
assigned on June, 2007.


OTC INTERNATIONAL: Cannot Access Lender's Cash; to Sell Assets
--------------------------------------------------------------
OTC International Ltd. was not able to obtain authority from the
U.S Bankruptcy Court for the Southern District of New York to use
cash of certain lenders since it filed for bankruptcy on April 3,
2008.

However, the lenders have given the Debtor permission, on an
interim basis, to sell its precious stones and metals to raise
$2.3 million to satisfy existing customer orders, Bloomberg News
reports.

A hearing is set for May 12, 2008, to consider final approval of
the Debtor's request, report says.

Headquartered in Long Island City, New York, OTC International,
Ltd. -- http://www.otcinternational.com/-- manufactures jewelry  
and precious metal, specializing in diamonds, gold, silver,
gemstones, cameos, and watches.  The company filed for Chapter 11
protection on April 3, 2008 (Bankr. S.D.N.Y. Case No.08-11181).  
Ian R. Winters, Esq., and Patrick J. Orr, Esq., at Klestadt &
Winters, LLP, represent the Debtor's in its restructuring
efforts.

According to Bloomberg News, the Debtor listed total assets of
$65.4 million and total debts of $73.2 million, including $41.4
million owed to certain lenders.


PALISADES CDO: Moody's Downgrades Ratings on Five Notes Classes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Palisades CDO Ltd.:

Class Description: $88,500,000 Class A-2 Floating Rate Notes Due
July 2039

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

Class Description: $78,000,000 Class B-1 Floating Rate Notes Due
July 2039

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

Class Description: $6,000,000 Class B-2 Fixed Rate Notes Due July
2039

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

Class Description: $15,200,000 Class C-1 Floating Rate Notes Due
July 2039

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $15,700,000 Class C-2 Fixed Rate Notes Due July
2039

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

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


PHARMED GROUP: Wants Exclusive Plan Filing Period Moved to May 26
-----------------------------------------------------------------
Pharmed Group Holdings Inc. has asked the U.S Bankruptcy Court in
Miami, Florida, to extend its exclusive period to file a Chapter
11 Plan of Reorganization until May 26, 2008, as it tries to iron
out a proposed disclosure statement describing that plan, Bill
Rochelle of Bloomberg News reports.

A hearing will be held May 20, 2008, to consider approval of the
Debtor's request, Mr. Rochelle says.

The court gave the Debtor permission to sell most of its assets
for $15.6 million in December and other remaining assets for $1.2
million in January 2008, he adds.

The Debtor's exclusive period to file a plan was to expire
April 25, 2008.

                      About Pharmed Group

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates sends drugs and
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., as well as Caribbean, and Central and South American
countries.  They deliver products made by Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187
through 07-19191).  Paul Steven Singerman, Esq., and Brian Rich,
Esq., at Berger Singerman PA, represent the Debtors.  Trumbull
Group LLC serves as the Debtors' claims and noticing agent.

According to Bloomberg News, the Debtor listed assets of
$50 million and debts of $72 million.


PHH ALTERNATIVE: Moody's Downgrades Ratings on Eight Tranches
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 8 tranches
from three PHH Alternative Mortgage Trust deals.  Three tranches
remain on review for possible further downgrade.

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

Complete rating actions are:

Issuer: PHH Alternative Mortgage Trust, Series 2007-1

  -- Cl. I-M-2, Downgraded to Baa2 from A2

  -- Cl. I-M-3, Downgraded to B1 from Baa2; Placed Under Review
     for further Possible Downgrade

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

Issuer: PHH Alternative Mortgage Trust, Series 2007-2

  -- Cl. 1-M-2, Downgraded to Baa3 from A2

  -- Cl. 1-M-3, Downgraded to B1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-M-4, Downgraded to Ca from Ba1

Issuer: PHH Alternative Mortgage Trust, Series 2007-3

  -- Cl. M-3, Downgraded to Baa3 from Baa2

  -- Cl. M-4, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade


PINNACLE POINT: Moody's Downgrades Ratings on Three Note Classes
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Pinnacle Point Funding Ltd.:

Class Description: $880,000,000 Funding Notes

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

Additionally, Moody's downgraded and left on review for possible
further downgrade these notes:

Class Description: $60,000,000 Class A-1 Notes

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $22,000,000 Class A-2 Notes

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

In addition, Moody's downgraded these notes:

Class Description: $14,000,000 Class B Notes

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

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


PRESIDENTIAL LIFE: Improved Leverage Prompts S&P to Lift Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on Presidential Life Corp. to 'B+' from 'B'.  At the same
time, Standard & Poor's raised its counterparty credit and
financial strength ratings on Presidential Life Insurance Co. to
'BB+' from 'BB'.  The outlook on these companies is positive.
     
"The upgrades reflect Standard & Poor's view that the group has
improved leverage and maintains strong coverage and sufficient
sources of liquidity at the holding company and operating company
to meet its maturing $100 million senior notes due Feb. 15, 2009,"
said Standard & Poor's credit analyst Adrian Pask.  "We believe
that Presidential's risk-management framework is adequate for its
risk profile and should continue to improve as the company's
formal risk-management program matures.  The company's capital
adequacy has improved in the past two years and is strong for the
rating."
     
Presidential remains somewhat vulnerable to the broad array of
risks embedded in its investment and operational profiles.  The
company has above-average credit risk, with more aggregated risk
assets than its peers, and holds a narrow competitive position.  
Partially offsetting these risks are the improvements in interest
rate risk management through a derivative-use policy implemented
in late 2005.
     
"The positive outlook reflects our expectation that risk
management practices will continue to develop, earnings will
continue to be stable and supportive of the rating, and PLFE's
remaining debt will be paid down at maturity in February 2009,"
added Mr. Pask.  "The positive outlook could be resolved in 12-36
months by a one-notch upgrade if Presidential meets both the
preceding expectations and current trends continue."
     
Standard & Poor's expects Presidential's total sales in 2008 to
remain low, at about $200 million, and capital adequacy to remain
strong.  The company's operating performance will remain at 2007
levels.  The pretax operating return on assets will likely be
greater than 125 basis points, which, on a risk-adjusted basis, is
consistent with the ratings.  The investment profile should remain
aggressive, with a significant investment in risky limited
partnerships that have performed well in recent years.


QUEBECOR WORLD: Final Recovery is 41.1%, Global DiSCS Says
----------------------------------------------------------
Global DiSCS Trust 2004-1 (TSX: DST.UN) said that the final
recovery amount among the Trust's unitholders related to Quebecor
World Inc. is 41.1% and that a bankruptcy credit event will not
result in any reduction in collateral or an investor's capital
amount.

                         Credit Event

On Jan. 23, 2008, the Trust was notified that Quebecor filed a
petition for creditor protection under the Companies' Creditors
Arrangement Act (CCAA) in Canada.  The exposure of the Trust's
unitholders to Quebecor was 0.50% of the Reference Portfolio.

Following the Quebecor Bankruptcy Credit Event, the Trust's
remaining synthetic first loss tranche protection is 3.606% of the
Reference Portfolio.  The initial 4.10% first loss tranche was
reduced to 3.88% as a result the 2006 Delphi Corporation Credit
Event.

Unitholders' entitlement to receive $25 per unit on Dec. 20, 2009,
and quarterly distributions of $0.325 per unit will not be
affected by this Credit Event.  However, if future Cumulative Net
Loss Amount resulting from credit events exceeds 3.606%, the
Trust's unitholders will not receive the original subscription
price of $25 per unit upon the maturity date.

                   Trading Information and NAV

The Units of Global DiSCS Trust 2004-1 are listed for trading on
the Toronto Stock Exchange under the symbol DST.UN.  As of
April 23, 2008, the net asset value of the Trust was $20.78 per
unit.

                About Sentry Select Capital Corp.

Sentry Select Capital Corp. is a Canadian wealth management
company that manages over $6.5 billion in gross assets as of
March 31, 2008.  The company offers a diverse range of investment
products including closed-end trusts, mutual funds, principal-
protected notes and flow-through limited partnerships, covering a
variety of domestic and global mandates.  Sentry Select is the
manager and advisor to 29 TSX-listed reporting issuers.  In
addition, Sentry Select manages and provides advisory services to
four reporting issuers listed on the TSX Venture Exchange.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market        
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S. subsidiary,
along with other U.S. affiliates, filed for chapter 11 bankruptcy
on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-10152).  Anthony
D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors
in their restructuring efforts.   The Official Committee of
Unsecured Creditors is represented by Akin Gump Strauss Hauer &
Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of  
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


RESTRUCTURED ASSET: S&P Chips Rating on $75MM Certs. to BB from A+
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$75.0 million credit-linked certificates from Restructured Asset
Certificates w/Enhanced Returns Series 2006-18-C (ABX_A_06_1_i) to
'BB' from 'A+'.
     
The rating action reflects the April 24, 2008, lowering of the
rating on the referenced obligations, the class M-5 asset-backed
certificates due May 25, 2035, issued by Long Beach Mortgage Loan
Trust 2005-WL2.
     
RACERS 2006-18-C (ABX_A_06_1_i) is a credit-linked transaction,
the rating on which is based on the lower of (i) the rating on the
underlying securities, the certificates issued by RACERS Series
2006-15-A Trust ('AAA'); and (ii) the lowest rating on the
obligations referenced under the credit default swap trade ('BB').


RANGE RESOURCES: S&P Rates Proposed $250 Million Notes BB
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
proposed $250 million in subordinated notes of Range Resources
Corp. (BB/Stable/--).  At the same time, S&P assigned a recovery
rating of '4' to this facility, indicating its expectation of
average (30% to 50%) recovery in the event of a payment default.
     
"Proceeds from the expected offering due 2018 will be used mainly
to refinance existing debt," said Standard & Poor's credit analyst
Ben Tsocanos.
     
Range's announcement that it is increasing its secured credit
facility to $1 billion from $900 million will not affect our issue
rating or recovery rating on this debt.  The issue rating on this
facility is 'BBB-', and the recovery rating is '1', indicating
S&P's expectation of very high (90% to 100%) recovery in the event
of a payment default.  Pro forma for the use of about $250 million
of proposed equity issuance proceeds to repay borrowings, Range
has about $1.2 billion of debt.
     
The Fort Worth, Texas-based independent oil and gas exploration
and production company has a medium-size reserve base that is
concentrated in the Appalachian region and the Barnett Shale in
Texas.


RAPID LINK: Completes Initial Round of $7 Bil. Debt Financing
-------------------------------------------------------------
Rapid Link, Inc. disclosed the closing of the initial round of
debt financing, which provides for $1.8 million in funding that
Rapid Link will use to retire certain short-term debt, and to
restructure all remaining short-term notes payable by Rapid Link
in to long-term debt.  Additionally, the financing will provide
the working capital Rapid Link needs to aggressively pursue its
business strategy in the Alternative Access and Broadband Services
marketplace.

A secondary component of the agreement calls for additional
financing of up to approximately $5.2 million.  Rapid Link plans
to use this component as a working capital resource, as well as
for the acquisition of certain wireless and carrier assets in the
Dallas, Texas metropolitan area. Rapid Link expects to close on
the secondary round of this financing transaction in the summer of
2008, thus furthering its growth and expansion.

"This debt financing arrangement is a perfect fit for our company
at this juncture in time, and accomplishes a myriad of
objectives," John Jenkins, Chairman and CEO of Rapid Link,
commented.  "The main objective was to raise enough money to
finance our growth and acquisition strategy, while minimizing the
dilution to our shareholders in a tough credit market.  Clearly,
we accomplished our main goal, which should position Rapid Link
well for the years to come."

A full-text copy of the Securities and Exchange Commission filing
on the company's Entry into a Material Definitive Agreement is
available for free at http://ResearchArchives.com/t/s?2b58

Headquartered in Los Angeles, California, Rapid Link Inc. (OTC BB:
RPID.OB) -- http://www.rapidlink.com/-- is a communications
company providing various forms of voice and data transport
services to wholesale and retail customers around the world.
Rapid Link companies provide licensed traditional long distance
services in the contiguous United States, as well as other next
generation communication services worldwide, including voice over
internet protocol and information service products tailored for
each target market.

At Jan. 31, 2008, the company's balance sheet total assets of
$7.2 million and total liabilities of $10.2 million, resulting in
a $3.0 million stockholders' deficit.  At Oct. 31, 2007, deficit
was $2.8 million.

                       Going Concern Doubt

Dallas-based KBA Group LLP expressed substantial doubt about the
ability of Rapid Link, Incorporated, to continue as a going
concern after it audited the company's financial statements for
the year ended Oct. 31, 2007.

The auditing firm reported that the company has suffered recurring
losses from continuing operations during each of the last two
fiscal years.  Additionally, at Oct. 31, 2007, the company's
current liabilities exceeded its current assets and the company
has a shareholders' deficit.


RENAISSANCE HOME: Fitch Downgrades Ratings on $46.7MM Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on Renaissance Home Equity
Loan Trust mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are removed.  Affirmations total $775.7 million and
downgrades total $46.7 million.

Renaissance HELT 2003-1
  -- $14.8 million class A affirmed at 'AAA';
  -- $10.7 million class M-1 affirmed at 'AA';
  -- $5.9 million class M-2 downgraded to 'A-' from 'A';
  -- $1.1 million class B-A downgraded to 'CCC/DR2' from 'BB';
  -- $2.5 million class B-F downgraded to 'CCC/DR2' from 'BB';

Deal Summary
  -- Originators: Delta Funding
  -- 60+ day Delinquency: 20.77%
  -- Realized Losses to date (% of Original Balance): 1.55%

Renaissance HELT 2003-2
  -- $33.6 million class A affirmed at 'AAA';
  -- $23.3 million class M-1 affirmed at 'AA';
  -- $5.4 million class M-2A downgraded to 'BBB+' from 'A';
  -- $4.5 million class M-2F downgraded to 'BBB+' from 'A';
  -- $4.4 million class M-3 downgraded to 'BB' from 'BBB';
  -- $2.1 million class M-4 downgraded to 'B+' from 'BB+';

Deal Summary
  -- Originators: Delta Funding
  -- 60+ day Delinquency: 22.37%
  -- Realized Losses to date (% of Original Balance): 1.33%

Renaissance HELT 2003-3
  -- $79.0 million class A affirmed at 'AAA';
  -- $16.5 million class M-1 affirmed at 'AA';
  -- $5.6 million class M-2A affirmed at 'A';
  -- $6.7 million class M-2F affirmed at 'A';
  -- $3.7 million class M-3 affirmed at 'A-';
  -- $2.6 million class M-4 affirmed at 'BBB+';
  -- $3.1 million class M-5 downgraded to 'BB' from 'BBB';

Deal Summary
  -- Originators: Delta Funding
  -- 60+ day Delinquency: 12.44%
  -- Realized Losses to date (% of Original Balance): 0.90%

Renaissance HELT 2003-4
  -- $26.9 million class A-1 affirmed at 'AAA';
  -- $48.4 million class A-3 affirmed at 'AAA';
  -- $15.0 million class M-1 affirmed at 'AA';
  -- $4.9 million class M-2A affirmed at 'A';
  -- $7.3 million class M-2F affirmed at 'A';
  -- $3.5 million class M-3 affirmed at 'A-';
  -- $2.8 million class M-4 affirmed at 'BBB+';
  -- $2.3 million class M-5 affirmed at 'BBB';

Deal Summary
  -- Originators: Delta Funding
  -- 60+ day Delinquency: 12.77%
  -- Realized Losses to date (% of Original Balance): 1.01%

Renaissance HELT 2004-1
  -- $20.7 million class AV-1 affirmed at 'AAA';
  -- $62.3 million class AV-3 affirmed at 'AAA';
  -- $25.8 million class M-1 affirmed at 'AA';
  -- $15.1 million class M-2 affirmed at 'A';
  -- $5.0 million class M-3 affirmed at 'A-';
  -- $4.3 million class M-4 affirmed at 'BBB+';
  -- $3.6 million class M-5 downgraded to 'BB' from 'BBB';

Deal Summary
  -- Originators: Delta Funding
  -- 60+ day Delinquency: 17.36%
  -- Realized Losses to date (% of Original Balance): 1.15%

Renaissance HELT 2004-2
  -- $36.7 million class AF-4 affirmed at 'AAA';
  -- $28.8 million class AF-5 affirmed at 'AAA';
  -- $24.0 million class AF-6 affirmed at 'AAA';
  -- $4.7 million class AV-2 affirmed at 'AAA';
  -- $14.0 million class AV-3 affirmed at 'AAA';
  -- $12.5 million class M-1 affirmed at 'AA+';
  -- $9.5 million class M-2 affirmed at 'AA';
  -- $5.2 million class M-3 affirmed at 'AA-';
  -- $6.0 million class M-4 affirmed at 'A+';
  -- $4.3 million class M-5 affirmed at 'A';
  -- $5.2 million class M-6 affirmed at 'A-';
  -- $3.4 million class M-7 affirmed at 'BBB+';
  -- $4.0 million class M-8 affirmed at 'BBB';
  -- $3.8 million class M-9 affirmed at 'BBB-';

Deal Summary
  -- Originators: Delta Funding
  -- 60+ day Delinquency: 14.08%
  -- Realized Losses to date (% of Original Balance): 0.85%

Renaissance HELT 2004-3
  -- $13.1 million class AF-4 affirmed at 'AAA';
  -- $22.6 million class AF-5 affirmed at 'AAA';
  -- $50.0 million class AF-6 affirmed at 'AAA';
  -- $17.7 million class AV-1 affirmed at 'AAA';
  -- $5.3 million class AV-2A affirmed at 'AAA';
  -- $1.8 million class AV-2B affirmed at 'AAA';
  -- $19.2 million class M-1 affirmed at 'AA+';
  -- $17.3 million class M-2 affirmed at 'AA';
  -- $9.7 million class M-3 affirmed at 'AA-';
  -- $6.9 million class M-4 affirmed at 'A+';
  -- $4.9 million class M-5 affirmed at 'A';
  -- $5.5 million class M-6 affirmed at 'A-';
  -- $3.9 million class M-7 affirmed at 'BBB+';
  -- $4.5 million class M-8 downgraded to 'BB' from 'BBB';
  -- $4.5 million class M-9 downgraded to 'BB-' from 'BBB-';

Deal Summary
  -- Originators: Delta Funding
  -- 60+ day Delinquency: 18.89%
  -- Realized Losses to date (% of Original Balance): 1.20%


RFC CDO: Moody's Downgrades Ratings on Five Classes of Notes
------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
RFC CDO III Ltd.:

Class Description: $433,500,000 Class A-1 Investor Swap

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

Class Description: $92,500,000 Class A-2 Notes Due December 15,
2040

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

Class Description: $50,000,000 Class B Notes Due December 15, 2040

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $12,500,000 Class C Notes Due December 15, 2040

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $35,000,000 Class D Notes Due December 15, 2040

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


RIVERSIDE CASINO: Moody's Withdraws Ratings on Loan Redemption
--------------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings on
Riverside Casino & Golf Resort LLC.  The ratings withdrawal
follows the redemption of the $100 million senior secured term
loan and the termination of the $10 million senior secured
revolver.

Ratings withdrawn:

  -- B2 Corporate Family Rating
  -- B3 Probability of Default Rating
  -- B2 $10 million Senior Secured Revolver
  -- B2 $100 million Senior Secured Term Loan


RIVERSIDE PARK: $13 Mil. Class D Notes Gets Moody's 'Ba2' Rating
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Riverside Park CLO Ltd.:

(1) Aaa to the $380,250,000 Class A Floating Rate Notes Due 2018;

(2) A2 to the $32,500,000 Class B Floating Rate Deferrable Notes
    Due 2018;

(3) Baa2 to the $13,000,000 Class C Floating Rate Deferrable Notes
    Due 2018; and

(4) Ba2 to the $13,000,000 Class D Floating Rate Deferrable Notes
    Due 2018.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Senior Secured Loans,
Second Lien Loans and High Yield Bonds due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

GSO Debt Funds Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


SAND TECHNOLOGY: Earns $1 Mil. in Private Placement of 1,114 Units
------------------------------------------------------------------
SAND Technology Inc. closed a private placement of 1,114 units for
$1,002,600.  Each unit consists of $900 principal amount secured
convertible debenture and 1,000 common share purchase warrants.

Each $900 principal amount secured convertible debenture is
convertible into class A common shares of the Corporation at a
price of $0.45 per share and redeemable at the option of the
Corporation at $0.45 per share if the bid price of the Corporation
Class A Shares has been above US$1.50 for 60 consecutive trading
days, the whole in accordance with the terms and conditions of the
debenture.  Each common share purchase warrant entitles its holder
thereof to purchase one additional Class A Share at a price of
US$0.70 per share at any time until the earlier of the close of
business on the day which is 36 months from the closing date or
60th consecutive trading day in which the bid price of the Class A
Share has been above US$1.50.

The financing is secured by a first rank hypothec on all of the
Corporation's property and assets, movable and immovable,
corporeal and incorporeal, present and future, of every kind and
nature for the principal amount and accrued interest.

The proceeds of the private placement will be used to increase
marketing and advertising efforts, working capital needs and
expansion.

"This Placement will enable SAND to invest in its future growth,"
Arthur Ritchie, President and Chief Executive Officer of SAND,
said.

Headquartered in Westmount, Quebec, SAND Technology Inc. --
http://www.sandtechnology.com/-- and subsidiaries, including
SAND Technology (USA) Inc. (OTC: SNDTF), is involved in the
design, development, marketing and support of software products
and services that enable users to retrieve usable business
information from large amounts of data.  The software products,
collectively known as the SAND DNA Access and the SAND DNA
Analytics, are designed to provide an efficient and cost-
effective way for business users to make fast and easy inquiries
of large databases without the intervention of specialist
information technology professionals.

SAND Technology has offices in the United States, Canada, the
United Kingdom and Central Europe.

SAND Technology Inc.'s July 31, 2007 balance sheet showed total
assets of C$2,357,148 and total liabilities of C$3,239,099,
resulting in total shareholders' deficit of C$881,951.


SASCO TRUSTS: Higher Delinquencies Cue Moody's Rating Downgrades
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 7 tranches
from two Structured Asset Securities Corp Trust deals.  Two
tranches remain on review for possible further downgrade.

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

Complete rating actions are:

Issuer: Structured Asset Securities Corp Trust 2005-16

  -- Cl. B3, Downgraded to Baa2 from A2

  -- Cl. B4, Downgraded to Ba1 from A3

  -- Cl. B5, Downgraded to B1 from Baa2

  -- Cl. B6, Downgraded to B2 from Baa3; Placed Under Review for
          further Possible Downgrade

Issuer: Structured Asset Securities Corp Trust 2006-3H

  -- Cl. B3, Downgraded to Ba1 from Baa2

  -- Cl. B4, Downgraded to B1 from Ba2

  -- Cl. B5, Downgraded to Caa1 from B2; Placed Under Review for
     further Possible Downgrade


SCHAWK INC: Completes Financial Restatement for Fiscal 2005 & 2006
------------------------------------------------------------------
Schawk Inc. has filed its annual report on form 10-K for fiscal
2007 with the Securities and Exchange Commission.

The company initially postponed the filing of its 2007 form 10-K
to complete the restatement of its financial statements for the
fiscal years ended Dec. 31, 2006 and 2005, as well as for each of
the quarters ended March 31, June 30 and Sept. 30, 2007 and 2006
and the fourth quarter ended Dec. 31, 2006.

In connection with the completion of the restated financial
statements, the company determined that the income tax provision
for the fourth quarter and full year ended Dec. 31, 2007, as
reported in the company's year ended Dec. 31, 2007, earnings press
release on April 4, 2008, was overstated by $1.0 million, and the
income tax provision for 2006 was understated by $1.0 million.    
The company's 2007 form 10-K as filed reflects an increase in 2007
net income and earnings per share and a decrease in 2006 net
income and earnings per share from the amounts reported in its
earnings release.

The corrected effective tax rate for the fourth quarter and full
year of 2007 was 44.5% and 40.3%.  The corrected effective tax
rate for the fourth quarter and full year of 2006 was 54.2% and
42.0%.

As part of the company's program to remediate internal control
weaknesses that were reported in connection with its 2007 audit,
the company has hired consultants to oversee the remediation
effort.  The company has also initiated the process to hire a new
chief financial officer.  The company intends to provide updates
quarterly as to its progress on improving its system of internal
controls.

            First Quarter 2008 Reporting to be Delayed

Due to the delays in the reporting of the company's fiscal 2007
financial results and the preparation of the fiscal 2007 form
10-K, the company expects that its first quarter 2008 results will
be delayed beyond its normal expected due date, as the company
will require additional time to complete its preparation and
internal review of the first quarter's financial statements, Form
10-Q and earnings release, as well as the quarterly review by the
company's external audit firm.  At this time, the company cannot
suggest a certain date for reporting its first quarter 2008
results.

A full copy of Schawk Inc.'s form 10-K filing with the Securities
and Exchange Commission, is available free of charge at:

     http://ResearchArchives.com/t/s?2b5c

                        About Schawk Inc.

Headquartered in Des Plaines, Illinois, Schawk Inc. (NYSE:SGK) --  
http://www.schawk.com/-- is a brand image solutions company.  It  
operates in one operating business segment, digital imaging
graphics arts, which serves consumer products packaging,
advertising and promotional markets.  Schawk delivers a range of
digital pre-media graphic services through 151 locations in 12
countries across North America, Europe, Asia and Australia.  The
company designs, creates and manages image and text for
reproduction to exact specifications for a variety of media,
including packaging for consumer products, point-of-sale displays
and other promotional and advertising materials.  Schawk’s service
offerings are organized within the graphic services umbrella into
three core competencies: graphic services, brand strategy and
creative design, and enterprise products.  In July 2006, the
company increased its ownership of Schawk India Ltd. to 90%.  In
September 2007, the company completed the acquisitions of Perks
Design Partners, Brand ID and Protopak Innovations.


SIRVA INC: Resolves Creditors Committee's Plan Objections
---------------------------------------------------------
SIRVA, Inc., and its debtor-affiliates reached an agreement with
the Official Committee of Unsecured Creditors that will resolve
the Committee's objections to the Debtors' proposed Plan of
Reorganization.  The agreement is supported by representatives for
all major creditor groups and includes all individual members of
the Committee.

Under the agreement, all allowed claims of Class 5 creditors will
receive a distribution of 25%.  A separate class for certain
putative antitrust class action claims will be established.  
Members of that class would receive a pro rata share of $5
million, consisting of $3 million in cash and $2 million in a
second lien note.  The specific terms are set forth in a modified
Plan of Reorganization.  The settlement will be funded by the
Debtors' secured lenders.  All other terms of the Debtors'
reorganization plan will remain the same, including providing
payment in full to all members of Class 4, which includes ongoing
business partners.

The revised Plan of Reorganization was filed with the U.S.
Bankruptcy Court for the Southern District of New York yesterday.  
The Hon. James M. Peck will hold a plan confirmation hearing on
the revised Plan following a brief solicitation of Class 1
creditors to be completed early next week.  A favorable ruling at
the Confirmation Hearing will mark the last major milestone in
SIRVA's Chapter 11 case, paving the way for SIRVA's emergence from
Chapter 11.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  

(Sirva Inc. Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).   


SOUNDVIEW HOME: Moody's Downgrades Ratings on Two Cert. Classes
---------------------------------------------------------------
Moody's Investors Service downgraded two certificates and placed
on review for possible downgrade one certificate from a
transaction issued by Soundview Home Loan Trust 2005-B.  The
transaction is backed by second lien loans.  The certificates were
downgraded because the bonds' credit enhancement levels, including
excess spread and subordination were low compared to the current
projected loss numbers at the previous rating levels.

The actions take into account the continued and worsening
performance of transactions backed by closed-end-second
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

Issuer: Soundview Home Loan Trust 2005-B

  -- Cl. M-7, Placed on Review for Possible Downgrade,
     currently Baa1

  -- Cl. M-8, Downgraded to B3 from Baa2

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


SPACEHAB INC: Has Until Oct 6 to Comply with Nasdaq Pricing Rule
----------------------------------------------------------------
SPACEHAB Incorporated disclosed that the company's common stock
has closed for more than 30 consecutive days below the minimum
$1 per share requirement for continued inclusion on the Nasdaq
Capital Market under Marketplace Rule 4310(c)(4).

In accordance with Nasdaq rules, the company has been afforded
until Oct. 6, 2008, to regain compliance with the minimum bid
price requirements.  If at anytime before Oct. 6, 2008, the bid
price of the company's common stock closes at $1 per share or more
for a minimum of 10 consecutive trading days, Nasdaq will provide
written notification that the company complies with the
Marketplace Rule.

Headquartered in Webster, Texas, SPACEHAB Inc. (NASDAQ: SPAB) --
http://www.spacehab.com/-- offers space access and payload      
integration services, production of valuable commercial products
in space, spacecraft pre-launch processing facilities and
services, development and extension of space-based products to the
consumer market, and program and engineering support ranging from
development and manufacturing of flight hardware to large scale
government project management.

                       Going Concern Doubt

PMB Helin Donovan LLP in Houston, Texas, expressed substantial
doubt about Spacehab Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
reported that the company has sustained recurring losses and
negative cash flow from operations.


STRUCTURED FINANCE: Three Note Classes Get Moody's Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
of notes issued by Structured Finance Advisors ABS CDO III, Ltd.
and left on review for possible further downgrade the ratings of
one of these classes.  The notes affected by this rating action
are:

Class Description: $50,000,000 Class B Senior Secured Floating
Rate Notes Due 2037

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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

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

Class Description: $12,500,000 Preference Shares ($12,500,000
aggregate liquidation preference)

  -- 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 Trustee on April 18, 2008, of an event of default described in
Section 5.1(i) of the Indenture dated June 25, 2002.

Structured Finance Advisors ABS CDO III, 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 actions taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of further remedies to be pursued following
the event of default.  Because of this uncertainty, the ratings
assigned to Class B Notes remain on review for possible further
action.


SUNCREST LLC: Court Okays Bidding Procedures for Sale of Assets
---------------------------------------------------------------
The U.S. Bankruptcy Court in Salt Lake City, Utah, approved
SunCrest LLC's proposed bidding procedures for the sale of
all of its assets, which comprises approximately 2,452 unsold
lots, Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on April 18, 2008,
the Debtor also has sought the Court's authority to assume and
assign certain executory contracts and unexpired leases to the
purchaser, pursuant to Section 365 of the Bankruptcy Code.

Any potential purchaser may submit a bid along with a $1,000,000
"earnest money deposit" to Highland Commercial Inc. on or before
May 30, 2008.  Highland Commercial acts as the Debtor's broker.

An auction will take place at the offices of McKay Burton &
Thurman on June 2, 2008, at 1:30 p.m.  Minimum overbid is set at
$100,000.

Pursuant to papers filed with the Court, the Debtor agreed to pay
a 1% break-up fee, which will be paid at the closing of the sale.  
The Debtor say that the sale will maximize the value of its estate
and is the best interest of its creditors.

A sale hearing will be held on June 3, 2008, to consider the
Debtor's request.  Objections, if any, are due May 5, 2008.

The Debtor also submitted to the Court a proposed Real Estate
Purchase and Sale Agreement.  A full-text copy of the Real Estate
Purchase and Sale Agreement is available for free at:

             http://ResearchArchives.com/t/s?2ac0

Headquartered in Drapre, Utah, SunCrest, L.L.C. fka DAE/Westbrook
LLC -- http://www.suncrest.com-- develops master planned   
community located in the Traverse Ridge in Draper in both Salt
Lakd and Utah Counties.  At present, approximately 2,452 homes
sites remain  available out of 3,903 sites.  The company holds a
majority of the representative positioms with the SunCrest Home
Owners Association. The company has spent at least $102 million on
land development in the aggregate, pursuant to court documents.

John E. Mitchell, Esq., P. Beth Lloyd, Esq., and William L.
Wallander, Esq., at Vinson & Elkins L.L.P., represent the Debtor.  
No Official Committee of Unsecured Creditors has been appointed in
this case.

When the Debtor filed for protection against its creditors, it
listed assets and debts between $50 million to $100 million and
debt.


TALON FUNDING: Moody's Reviews 'B2' Rating on $402.5 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these notes issued by
Talon Funding I, Limited:

Class Description: $402,500,000 Class A Floating Rate Senior
Secured Notes due June 5, 2035

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

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


TARPON INDUSTRIES: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Tarpon Industries, Inc.
             2420 Wills Street
             Marysville, MI 48040

Bankruptcy Case No.: 08-50367

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Eugene Welding Co.                         08-50381
        aka EWCO
        aka SpaceRak
        aka Steelbank Tubular USA
        aka Steelbank Tubular Products USA

Type of Business: The Debtors manufacture and distribute steel
                  storage rack systems, including Space Rak(R) and
                  structural steel tubing.  The steel racks and
                  tubing is used by the automotive, boating,
                  industrial, construction and retail markets.  
                  See http://www.tarponind.com/

Chapter 11 Petition Date: April 29, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtors' Counsel: Jeffrey S. Grasl, Esq.
                  Email: jgrasl@mcdonaldhopkins.com
                  Stephen M. Gross, Esq.
                  Email: sgross@mcdonaldhopkins.com
                  McDonald Hopkins PLC
                  39533 Woodward Ave., Ste. 318
                  Bloomfield Hills, MI 48304
                  Tel: (248) 646-5070
                  http://www.mcdonaldhopkins.com/

                         Estimated Assets          Estimated Debts
                         ----------------          ---------------
Tarpon Industries, Inc.     $1 million to           $10 million to
                              $10 million              $50 million

Eugene Welding Co.         $10 million to           $10 million to
                              $50 million              $50 million

Debtors' Consolidated List of 40 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Kerry Steel, Inc.              trade debt            $415,765
31731 Northwestern Highway,
Ste. 2
Farmington, MI 48334

Ruskin Moscou Faltischek, PC   professional services $388,249
East Tower, 15th Fl.
Uniondale, NY 11556-1425

Premier Steel, Inc.            trade debt            $252,163
3400 E. Lafayette
Detroit, MI 48207

Hall Steel Co.                 trade debt            $215,802

Worthington Steel Co.          trade debt            $185,227

Apogee Slitting, Inc.          trade debt            $160,269

New Generation Steel           trade debt            $146,329

The Rehmann Group              trade debt            $144,719

Lawson Steel, Inc.             trade debt            $130,095

Wheeling Pittsburgh Steel      trade debt            $125,449

Agellan Capital Partners       rent guarantee        $125,000

Advance Steel Co.              trade debt            $120,480

Expert Metal Services, Inc.    trade debt            $113,414

Delaware Steel of Pennsylvania trade debt            $109,338

Contractors Steel Co.          trade debt            $99,028

Nucor Vulcraft Division        trade debt            $76,382

Patriot Paint                  trade debt            $73,378

Phoenix Stamping Group, LLC    trade debt            $70,076

Honigman Miller                professional services $70,000

Charlevoix Energy Trading      trade debt            $64,396

Wyoming Steel Supply, Inc.     trade debt            $63,772

Siskin Steel & Supply Co.      trade debt            $63,602

Kelco Metals, Inc.             trade debt            $60,917

S.P. Kish Industries           trade debt            $53,385

Chappell Steel Co., Inc.       trade debt            $51,879

B&D Steel Co.                  trade debt            $51,500

Annett Holdings                trade debt            $47,648

Olympic Steel                  trade debt            $46,974

Wausau Insurance Cos.          professional services $44,550

Stanley Industries, Inc.       trade debt            $43,130

Business Alliance              trade debt            $40,863

Chaparral Steel Co.            trade debt            $38,655

Superior Steel Supply, LLC     trade debt            $37,685

Financial Industry Regulatory  government agency     $34,575
Authority

Mainline Metals, Inc.          trade debt            $33,937

Air Liquide America L.P.       trade debt            $32,434

Detroit Edison Co.             utility services      $25,973

J&L Wire Cloth, LLC            trade debt            $24,480

Allied Steel Industries        trade debt            $23,915

Port Huron Welding             trade debt            $22,175

Search One, LLC                trade debt            $21,575


TERWIN MORTGAGE: Recent Losses Cue S&P to Junk Rtng. Cl. M-2 Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-2 mortgage-backed notes from Terwin Mortgage Trust 2004-EQR1 to
'CCC' from 'B' and removed it from CreditWatch with negative
implications.
     
This transaction is backed solely by nonperforming collateral,
meaning that most of the loans in the pool are seriously
delinquent (90-plus days, foreclosures, and REOs).  Consequently,
the transaction is not generating significant cash flow, which is
typically realized from the liquidation of the mortgage loans.  
Additionally, HomeEq Servicing Corp., the servicer, stopped
advancing for these delinquent loans in March 2005.  After the
March 2005 distribution period, the servicer was no longer
required to advance on delinquent payments of interest and
principal.  All of the funds that support this transaction are
allocated first to pay interest and then to pay principal.
     
The downgrade of class M-2 is due to recent monthly net losses
that have eroded the credit support available to this class as of
the March 2008 remittance period.  The 'D' rated B-1 class, which
has a current principal balance of $750,758, provides credit
support through subordination to the M-2 class and continues to
erode as loans are liquidated and the pool incurs losses.  During
periods in which the servicer is able to liquidate the loans, loss
severities have been severe.  Since April 2007, the loss
severities on the 13 liquidated loans were approximately 87%.  
Currently, this deal has a reserve fund that S&P expect to help
pay the interest on the certificates in a timely fashion until the
reserve funds are depleted.  As of the April 25, 2008,
distribution date, this reserve fund had $93,090 remaining.      

As of the April 2008 remittance period, the deal had been paid
down to 6.99% of its original principal balance, and there were 17
loans still outstanding.  The deal has realized $4.06 million in
cumulative losses, or 10.67% of the original principal balance.

       Rating Lowered and Removed from Creditwatch Negative

                  Terwin Mortgage Trust 2004-EQR1
                       Mortgage-backed notes

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        881561EB6     CCC            B/Watch Neg


THORNBURG MORTGAGE: Fitch Revises ID Rating to 'CCC' from 'RD'
--------------------------------------------------------------
Given Thornburg Mortgage, Inc.'s entry into an override agreement
with Thornburg's five remaining reverse repurchase agreement
counterparties and their affiliates, and Thornburg's recent
offering of senior subordinated secured notes, Fitch Ratings has
revised Thornburg's Issuer Default Rating as:

  -- IDR to 'CCC' from 'RD'.

Fitch has also maintained these ratings:

  -- Senior notes remain at 'C/RR6';
  -- Subordinated notes remain at 'C/RR6';
  -- Preferred stock at remain 'C/RR6'.

Fitch has also assigned a 'C/RR6' rating to Thornburg's new senior
subordinated secured notes.

The IDR is based on default remaining a real possibility for
Thornburg's corporate obligations, particularly if Thornburg
becomes exposed to meaningful margin call risk after expiration of
the override agreement.  The security-specific ratings are based
on poor recovery prospects in the event of default of such
securities.

The Rating Outlook on Thornburg's IDR is Negative based on the
potential adverse effect on Thornburg's profitability of continued
volatility in the market prices of residential mortgage-backed
securities and reduced origination volumes relative to prior
years.

Based in Santa Fe, New Mexico, Thornburg Mortgage, Inc. is a
lender to the single-family residential mortgage housing market
and is focused principally on the jumbo segment.  Thornburg
originates, acquires and retains investments in adjustable-rate
mortgage assets.  Thornburg's ARM assets are comprised of
Purchased ARM Assets and ARM Loans.  All of Thornburg's ARM assets
are either Traditional ARMs, which includes Pay Option ARMs, or
Hybrid ARMs.  For tax purposes, Thornburg is organized as a real
estate investment trust and is managed externally by Thornburg
Mortgage Advisory Corporation.


TRIBUNE CO: Newsday Unit May Get $650MM Bid from Cablevision
------------------------------------------------------------
Cablevision Systems Corporation intends to acquire Newsday from
Tribune Company for about $650 million or $70 million more than
the previous offers of New York Post owner News Corp. and Daily
News owner Mortimer Zuckerman, The Wall Street Journal's  Vishesh
Kumar and Sam Schechner report.

According to WSJ, Cablevision's bid could lead to the auction of
the newspaper.  It will be the second proposal to counter an
informal agreement reached with News Corp., which values Newsday
at $580 million, WSJ notes.

WSJ, citing a person familiar with the situation, says the cable
operator and New York Observer owner Jared Kushner had been
talking about a joint bid, but it is unclear whether Cablevision
is working with Mr. Kushner in its offer.

Mr. Zuckerman was the first to counter News Corp.'s preliminary
deal, matching the $580 million offer for the paper last week, WSJ
relates.  

Cablevision's offer isn't only higher, it is also better as the
cable operator would likely face fewer regulatory barriers than
either News Corp. or Mr. Zuckerman, WSJ says.  Both rivals could
face tougher antitrust scrutiny due to their current New York
newspaper holdings, WSJ notes.

According to WSJ quoting Donald Baker, a former head of the
antitrust division at the U.S. Department of Justice: "I would
definitely think that Cablevision has more chance of sailing
through."

                   About Cablevision Systems

Cablevision Systems Corporation (NYSE: CVC) -- is a cable operator
in the United States that operates cable programming networks,
entertainment businesses and telecommunications companies.  As of
Dec. 31, 2006, the company served approximately 3.1 million basic
video subscribers in and around the New York City metropolitan
area.  Through its wholly owned subsidiary, Rainbow Media Holdings
LLC, Cablevision owns interests in and manages numerous national
and regional programming networks, the Madison Square Garden
sports and entertainment businesses, and cable television
advertising sales companies.  Through Cablevision Lightpath Inc.,
its wholly owned subsidiary, the company provides telephone
services and Internet access to the business market.  The company
operates in three segments: Telecommunications Services, Rainbow
and Madison Square Garden.

As reported in the Troubled Company Reporter on March 11, 2008,
Cablevision Systems Corporation's balance sheet at Dec. 31, 2007,
showed total assets of $9.1 billion and total debts of $14.2
billion, resulting in a $5.0 billion stockholders' deficit.  
Deficit, as of Dec. 31, 2006, was $5.3 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 11, 2008,
Moody's Investors Service upgraded to Ba3, from B1, the Corporate
Family Ratings for Cablevision System Corporation and its wholly-
owned indirect subsidiary Rainbow National Services LLC.  The
rating outlooks for both companies were also changed to Stable
from Developing.

                   About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating           
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.


UNIQUE BROADBAND: Feb. 29 Balance Sheet Upside Down by $2.0 Mil.
----------------------------------------------------------------
Unique Broadband Systems Inc. reported balance sheet data
reflecting total assets of $17.8 million, total liabilities of
$19.3 million resulting to a shareholders' deficit of
$2.0 million, as of Feb. 29, 2008.

Unique Broadband's service and sales revenue for the quarter was
$5.2 million compared to $6.3 million for the quarter ended
Feb. 28, 2007.

The company's operating expenses decreased by $0.8 million or 14%
to $4.8 million for the quarter ended Feb. 29, 2008 from
$5.6 million for the quarter ended Feb. 28, 2007.

The company incurred a loss from continuing operations for the
quarter was $1.3 million compared to $1.6 million for the quarter
ended Feb. 28, 2007.

Unique Broadband reported a loss and comprehensive loss for the
quarter was $1.3 million or $0.01 per share compared with the loss
of $1.6 million for the quarter ended Feb. 28, 2007.

Headquartered in Milton, Ontario, Unique Broadband Systems Inc.
(CVE:UBS) -- http://www.uniquebroadband.com/-- is engaged in  
wireless broadband carrier, delivering a range of communications
services, including wireless digital television distribution, high
speed and dial up Internet access and Web-related services,
including Web-hosting and domain name registrations.  The company
has a 51.6% interest in Look Communications Inc. and other assets.   
With its spectrum and broadcast licenses through Look, the company
is a Canadian digital television broadcaster and broadband
wireless service provider.


VALERO ENERGY: Net Income Plummets to $261MM in 2008 First Quarter
------------------------------------------------------------------
Valero Energy Corporation reported first quarter 2008 net income  
of $261 million which includes a pre-tax benefit of $101 million
of business interruption insurance recovery related to the fire at
the company's McKee refinery in the first quarter of 2007.

The company's net income in the first quarter of 2007 was
$1.1 billion.  Income from discontinued operations for the three
months ended March 31, 2007, relates to the Lima, Ohio refinery,
which the company sold effective July 1, 2007.

First quarter 2008 operating income was $472 million, or
$371 million without the insurance recovery, versus $1.7 billion
reported in the first quarter of 2007.  The decline in operating
income was attributable to lower margins for many of the company's
products in the first quarter of 2008 compared to the same quarter
last year.

Refined product margins decreased as the cost of crude oil and
other feedstocks increased rapidly than the prices of gasoline and
other products, such as asphalt, fuel oils, petroleum coke and
petrochemical feedstocks.  

The average price of West Texas Intermediate crude oil increased
nearly $40 per barrel, whereas the average wholesale price of Gulf
Coast conventional gasoline increased by about $34 per barrel,
causing benchmark Gulf Coast gasoline margins to narrow by $6 per
barrel, or 59%, in the first quarter of 2008 versus the first
quarter of 2007.  Partially offsetting these weaker margins were
substantially higher margins on diesel and jet fuel as demand for
these products remained high.

Other factors also contributed to the decline in operating income
in the first quarter of 2008.  Refinery operating expenses
increased by $180 million from the first quarter of 2007 to the
first quarter of 2008, due to higher energy costs and maintenance
expenses.  

Additionally, throughput volumes decreased from the first quarter
of 2007 to the first quarter of 2008 by an average of 138,000
barrels per day in large part due to operating issues at the
Aruba, Port Arthur, and Delaware City refineries.

                           Possible Sale

Valero is considering a refineries revamp that could result in the
sale of one or more facilities, Mike Barris of Wall Street Journal
relates.  

The company hopes that the move would make it a more efficient
refiner in a time of high and volatile oil prices and rising
competition, WSJ states.

According to WSJ, the company is in talks with a prospective buyer
for the Aruba refinery and expects to disclose about it this
quarter.  WSJ relates that the company is also evaluating bids for
its Memphis and Krotz Springs refineries.

In addition, the company initiated a process to explore strategic
alternatives for its Ardmore refinery, WSJ notes.

"Despite a difficult environment for gasoline margins, we reported
positive results for the first quarter," said Bill Klesse,
Valero's chairman of the board and chief executive officer.  "More
recently, gasoline margins have shown moderate improvement as
inventories have fallen and demand has increased as it normally
does this time of year."  

"We continue to benefit from a very solid on-road diesel market,
with margins over $25 per barrel across our system," Mr. Klesse
stated.  "Concerning refinery inputs, differentials continue to be
wide for the heavy and sour feedstocks that we can process, such
as Maya crude oil, which has averaged $20 per barrel under WTI in
April."

"From a financial perspective, we ended the quarter with a healthy
balance sheet," Mr. Klesse said.  "At the end of March, our debt-
to-capitalization ratio stood at a relatively low 22% when
adjusted for our $1.4 billion cash balance."

The company's capital spending in the first quarter of 2008 was
about $640 million, of which about $100 million was for turnaround
expenditures.  Regarding other uses of cash, the company spent
$518 million to purchase 8.8 million shares of its common stock
and used approximately $375 million to redeem high-coupon debt
during the first quarter.

"For the second quarter, average throughput rates for the Gulf
Coast should increase by approximately 100,000 barrels per day as
we complete the repairs on the coker drums at our Port Arthur
refinery and the vacuum tower at our Aruba refinery in May.  These
refineries specialize in running heavy, sour feedstocks, so there
should be noticeable improvement in our Gulf Coast performance.

"The strategic review of our refining portfolio continues," Mr.
Klesse added.  "We are working closely with a prospective buyer
for the Aruba refinery and expect to have an announcement this
quarter.  We are also evaluating bids that we received for our
Memphis and Krotz Springs refineries.  In addition, we initiated a
process to explore strategic alternatives for our Ardmore
refinery.

"The refining business has always been seasonal, volatile, and
cyclical. We will continue working toward excellence in safety,
environmental regulatory compliance, and reliability, while also
striving to lower expenses and improve our effectiveness.
Everyday, we are very focused on improving long-term returns and
creating value for our shareholders," Mr. Klesse said.

At March 31, 2008, the company's total debt amounted to
$6.474 billion compared to $6.862 billion at Dec. 31, 2007.

                 About Valero Energy Corporation

Headquartered in San Antonio, Texas, Valero Energy Corporation --
http://www.valero.com/-- is North America's largest independent   
refining and marketing company, currently owning 16 oil refineries
with nameplate crude oil distillation capacity of 2.6 barrels per
day and, including intermediate feedstock, 3.1 million bpd.  VLO
has one of the largest deep conversion capacities in North
America. Its current portfolio of refineries displays a somewhat
above average Nelson Complexity Index of 11.1. Valero Energy
Corporation is evaluating strategic alternatives for one to three
refineries and each of the potential pro-forma scenarios would
increase its current Nelson index.  The pending major capital
spending programs would further increase Valero Energy Corporation
value adding capacity and complexity downstream from crude oil
distillation.

                     *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Moody's Investors Service placed Valero Energy Corporation's
ratings on review for upgrade.  The outlook had been positive.

Moody's Investor's Service assigned a 'Ba1' rating for Valero
Energy Corp.'s subordinated debt and a 'Ba2' rating on its
preferred stock on Feb. 8, 2008. These ratings still hold up to
date, subject to the conclusion of Moody's rating review for
possible upgrade.


VALLEY CLUB: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Valley Club Homes, LLC
        P.O. Box 5500
        Ketchum, ID 83340

Bankruptcy Case No.: 08-40339

Type of Business: The Debtor owns and operates a membership sports
                  & recreation club.

Chapter 11 Petition Date: April 29, 2008

Court: District of Idaho (Twin Falls)

Debtor's Counsel: Joseph M. Meier, Esq.
                  Email: jmeier@cosholaw.com
                  Cosho Humphrey, LLP
                  P.O. Box 9518
                  800 Park Blvd., Ste. 790
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290
                  http://www.jmeier@cosholaw.com/

Total Assets: $32,435,402

Total Debts: $24,179,659

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Classic Realty                 Services of $25,632;  $497,420
Attn: Theresa Pemberton        Loan of $50,000;
P.O. Box 5500                  Commissions for
Ketchum, ID 83340              Durham $88,500;
Tel: (208) 726-9961            Chiles $156,000;
                               Shoemaker $177,288

Classic Design                 Services              $462,000
Attn: Craig
P.O. Box 5500
Ketchum, ID 83340
Tel: (208) 726-9961

Jeff Smith                     Loan principal amount $331,628
First Bank of Idaho            of $329,500 plus
P.O. Box 9000                  interest of $2,128
Ketchum, ID 83340
Tel: (208) 725-0330

Clearwater Landscape           Landscape             $227,194
                               services

Turner Landscape Group         Landscape services    $194,966

LMJ Builders                   Products              $117,969

Village Green HOA              Home owners           $56,373
                               association dues

Stoltz Marketing Group         Services              $51,411

Sfingi Group                   Services              $49,361

Ruscitto Latham Blanton        Services              $35,922

Valley Club HOA                Home owners           $21,802
                               association dues

Robbie Robertson               Services              $10,842

Plum TV                        Services              $9,854

McKnight Construction          Services              $8,936

C&R Electric, Inc.             Electrical services   $8,526

Sun Valley Insurance           Insurance             $7,956

Transamerica Occidental Life   Insurance             $7,831

Toothman-Orton                 Engineering services  $7,423

Erwin Excavation, Inc.         Excavation services   $6,792

Blaine County Planning         Penaly for permit     $5,268
                               fees not picked up


VERSO PAPER: Parent Co.'s Stock Sale Plan Cues S&P Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Verso Paper Holdings LLC and its direct parent, Verso Paper
Finance Holdings LLC, including the 'B' corporate credit rating on
both of them, on CreditWatch with positive implications.
     
"The CreditWatch listing is prompted by the plans of unrated Verso
Paper Corp., Verso's ultimate parent, to sell 18.75 million shares
of common stock for an estimated maximum offering price of
$337 million," said Standard & Poor's credit analyst Andy Sookram.
     
The purpose of the IPO is to reduce $250 million of debt at the
direct parent, pay certain fees, and enable the equity sponsor,
Apollo Global Management, to sell a portion of its shares.  Apollo
will retain about 67% ownership after the IPO.
     
Mr. Sookram said, "If the IPO is successful in the manner and
amount planned, we believe Verso's financial profile should
improve because proceeds are targeted for debt repayment, which
would lower the ratio of pro forma adjusted debt to 2007 EBITDA to
about 6.7x from 8.2x."
     
Moreover, S&P expect Verso's credit measures to strengthen further
in 2008, because of improving operating performance stemming from
substantially higher prices and benefits from cost-saving programs
that have helped to offset higher input costs.
     
S&P will monitor Verso's IPO and will review the company's
business and financial strategies before resolving the
CreditWatch.  S&P could raise the ratings one notch if the IPO is
completed as planned and market conditions remain sufficiently
favorable to allow further debt reduction to strengthen the
company's financial risk profile.
     
Verso Paper, based in Memphis, Tennessee, produces coated paper.


VICOR TECHNOLOGIES: Converts $1.25 Mil. Debt to Shares on Default
-----------------------------------------------------------------
Vicor Technologies Inc. disclosed the conversion of $1,251,200 of
its corporate debt into shares of common stock and warrants to
purchase shares of its common stock.

On Oct. 18, 2007, Vicor completed a bridge financing pursuant to a
private placement totaling $1,251,200, consisting of 10%
convertible bridge promissory notes.  These bridge notes matured
on Dec. 31, 2007 and have been in default since Feb. 29, 2008. All
of the investors have agreed to exchange their unpaid bridge notes
for 2,966,880 shares of the company's common stock, which includes
a forbearance fee of 494,480 shares, and warrants to purchase
3,214,120 shares of the company's common stock at an exercise
price of $1.00 per share.  The warrants are immediately
exercisable and are for a term of five years from the date of
issuance.  The shares and warrants issued to the investors and the
placement agent will continue to have the same piggyback
registration rights granted to them in the original bridge
financing.

"We are very pleased that we have reduced our outstanding
indebtedness and increased the company's equity through this
exchange and conversion, Mr. David H. Fater, Vicor president and
chief executive officer, said.  "We appreciate the confidence in
the company's future that our stockholders have expressed by their
conversion and exchange of indebtedness for additional equity."

Headquartered in Boca, Raton, Florida, Vicor Technologies Inc.,
(OTCBB: VCRT) -- http://www.vicortech.com/-- a biotechnology  
company, engages in the development of diagnostic and therapeutic
products in the United States.  Its diagnostic products are based
on the company’s patented PD2i algorithm, which is used to predict
future pathological events, including fatal cardiac arrhythmic
death, Alzheimer’s Disease, and a various other diagnostic
indications.  The company develops its therapeutic products by
using a drug discovery platform, which focuses on naturally
occurring biomolecules derived from state-dependent physiologies,
such as hibernation.  Its medical device, the PD2i Cardiac
Analyzer, is a noninvasive heart monitoring system to predict
Sudden Cardiac Death.


VONAGE HOLDINGS: Secures $215MM Financing to Redeem $253MM Notes
------------------------------------------------------------------
Vonage Holdings Corp. signed a non-binding letter of intent with a
third party financing source to provide $215 million in a private
debt financing.  The company expects that approximately two-thirds
of the financing will be provided through a senior secured credit
facility and approximately one-third will be provided through
issuance of convertible secured notes.  The letter of intent is a
proposal that will be used as a basis for financing and does not
constitute a commitment.
    
The company intends to use the net proceeds from this financing,
plus cash on hand, to repay, tender for or redeem its existing
convertible notes, which can be put to the company on Dec. 16,
2008 and have a principal amount due of roughly $253 million.  As
of March 31, 2008, the company had approximately $190 million in
cash and cash equivalents of which $42 million was restricted and
$148 million was unrestricted.
    
"We are pleased with our progress at this stage of our refinancing
efforts, particularly during this extremely challenging time for
the credit markets," John S. Rego, Vonage chief financial officer
said.
    
The company expects to provide an update on the status of its
refinancing efforts when it reports first quarter 2008 earnings on
May 8, 2008.

Additional information regarding the non-binding letter of intent
is available at no charge at:

     http://ResearchArchives.com/t/s?2b5e

                       About Vonage Holdings

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.

As reported in the Troubled company Reporter on March 6, 2008,
Vonage Holdings Corp. disclosed in a regulatory SEC filing Monday
that the company and its financial advisor are engaged in
preliminary discussions with certain holders of its $253 million
in convertible debt which can be "put" to the company in
December 2008.  In those discussions, the company has explored the
possibility of a transaction in which holders would agree to
forego the right to "put" the convertible notes in December 2008.  

On March 20, 2008, the Troubled company Reporter reported as well
that BDO Seidman LLP 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.

On Feb. 15, 2008, the Troubled company Reporter reported a
$72.4 million total stockholders' deficit from Vonage Holdings
Corp.'s $465.0 million total assets and $537.4 million total
liabilities as of Dec. 31, 2007.


WACHOVIA BANK: Fitch Lifts Rating on $4.5MM Certs. to BB- from B+
-----------------------------------------------------------------
Fitch Ratings upgraded Wachovia Bank Commercial Mortgage Trust's
commercial mortgage pass-through certificates, series 2003-C4, as:

  -- $12.3 million class F to 'AAA' from 'AA';
  -- $12.3 million class G to 'AA' from 'A+';
  -- $12.3 million class H to 'A+' from 'A';
  -- $20.1 million class J to 'A-' from 'BBB+'
  -- $8.9 million class K to 'BBB+' from 'BBB';
  -- $6.7 million class L to 'BBB' from 'BBB-';
  -- $6.7 million class M to 'BB+' from 'BB';
  -- $1.1 million class N to 'BB' from 'BB-';
  -- $4.5 million class O to 'BB-' from 'B+'.

In addition, Fitch affirmed these classes:

  -- $196.7 million class A-1A at 'AAA';
  -- $304.9 million class A-2 at 'AAA';
  -- Interest-only class X-C at 'AAA';
  -- Interest-only class X-P at 'AAA';
  -- $34.6 million class B at 'AAA';
  -- $11.1 million class C at 'AAA';
  -- $22.3 million class D at 'AAA';
  -- $12.3 million class E at 'AAA';

Fitch does not rate the $22.3 million class P certificates and
class A-1 has paid in full.

The upgrades are the result of 6.1% paydown since the last Fitch
rating action, including all five loans (5%) scheduled to mature
in 2008, one of which (0.5%) was a Fitch Loan of Concern.  Three
(1.6%) other former Fitch Loans of Concern have had improved
performance as of year-end 2007 and are no longer considered of
concern.  In addition, the pool has performed well since issuance:
there have been no delinquent, specially serviced or losses since
issuance.

As of the April 2008 distribution date, the pool has paid down
25.9% to $661.2 million from $891.8 million at issuance.  In total
10 loans (9.2%) have defeased.

Four loans (4.6%) mature in 2010 while 88.9% of the pool matures
in 2013.  Using 57.5% YE 2007 and 42.5% YE 2006 financial data,
the weighted averaged debt service coverage ratio for the pool is
1.53 times while the weighted average loan rate is 5.78%.


WILSONS LEATHER: KPMG LLP Raises Substantial Doubt
--------------------------------------------------
KPMG LLP in Minneapolis raised substantial doubt on Wilsons The
Leather Experts Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the fiscal years ended Feb. 2, 2008, and Feb. 3, 2007.  The
auditing firm pointed to the company's recurring losses from
operations and negative cash flows from operating activities.

          Reorganization and Partial Store Liquidation

The company announced on Feb. 14, 2008, that it would liquidate up
to 160 mall stores (subsequently revised to 154 mall stores and
four outlet stores) and eliminate approximately 938 store-related
positions.

The Company entered into an Agency Agreement with a joint venture
comprised of Hilco Merchant Resources, LLC; Gordon Brothers Retail
Partners, LLC; and Hilco Real Estate, LLC.  The Hilco/Gordon Joint
Venture will liquidate the inventory in the 158 stores and assist
in the discussions with landlords regarding lease terminations in
approximately 130 of these stores.

Under the Agreement, the Hilco/Gordon Joint Venture will pay the
company a guaranteed amount of 77% of the cost value of the
inventory, subject to certain adjustments.  The Hilco/Gordon Joint
Venture will be responsible for all expenses related to the sale.  

The liquidation stores were selected based on strategic criteria,
including negative sales and earnings trends, projected real
estate costs, and location.

The company plans to remodel the 100 remaining mall stores to a
new mall accessories store concept during 2008.

The liquidation is part of a strategy aimed at reducing its mall
store base, aggressive cost cutting measures and the launch of a
new mall accessories store concept.  

As part of the launch of the mall accessories store concept and
ongoing cost reduction efforts, the company has also realigned its
organization to reflect the reduced store base and decreased
overseas sourcing needs.

As a result, the company eliminated 64 positions at its corporate
headquarters, overseas offices and distribution center.

The liquidation will be presented as discontinued operations
commencing in the first quarter of 2008.

The company's net sales and expenses will be significantly reduced
going forward as a result of the liquidation.  During the fourth
quarter of 2007, the company recorded a $9.3 million impairment
loss related to the non-inventory assets located at the
liquidation stores, as well as $10.4 million in other asset
impairment charges that were primarily related to the mall-based
stores that will be converted to the new accessories concept.

                            Financials

For the fiscal year ended Feb. 2, 2008, the company's net loss
increased to $77,542,000 from $33,095,000 for fiscal year ended
Feb. 3, 2007.  Net loss available to common shareholders for the
fiscal year ended Feb. 2, 2008, increased to $96,801,000 from
$33,095,000 for fiscal year ended Feb. 3, 2007.  

The company's net sales for the fiscal year ended Feb. 2, 2008,
decreased to $280,438,000 from $321,262,000 for fiscal year ended
Feb. 3, 2007.

At Feb. 2, 2008, the company's balance sheet showed $90,589,000 in
total assets, $46,537,000 in total liabilities, $39,033,000 in
preferred stock commitments, and $5,019,000 in common
shareholders' equity.

The company's accumulated deficit at Feb. 2, 2008, increased more
than 132% to $135,876,000 from $58,334,000 at Feb. 3, 2007.

A full-text copy of the company's annual report for
fiscal year ended Feb. 2, 2008, is available for free at
http://ResearchArchives.com/t/s?2b59

Based in Brooklyn Park, Minn., Wilsons The Leather Experts Inc.
(NASDAQ: WLSN) -- http://www.wilsonsleather.com/-- is specialty  
retailer of quality leather outerwear, accessories and apparel in
the United States.  As of Feb. 2, 2008, the company operated a
total of 391 stores (including 158 stores that for liquidation)
located in 42 states, including 259 mall stores, 118 outlet stores
and 14 airport locations.


WELLMAN INC: CRO Fees Shouldn't be Charged to Second Lien Lenders
-----------------------------------------------------------------
An ad hoc group of lenders under the Second Lien Term Loan Credit
Agreement of Wellman Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Southern District of New York to dismiss
the arguments of the Official Committee of Unsecured Creditors
regarding the employment of a chief restructuring officer.

The Ad Hoc Second Lien Lenders are composed of AIG Global
Investment Corp., BlackRock Advisors, Deutsche Bank Securities
Inc., and Solus LP.

As reported in the Troubled Company Reporter on April 28, the
Creditors Committee disputed the proposed employment of a chief
restructuring officer, asserting that it is costly, and
unnecessary since the Debtors already have a sufficient management
team to assist in their bankruptcy cases.  To the extent the
proposed employment is approved, the panel argued that the CRO
should be paid from the secured creditors' collateral.

On behalf of the Second Lien Lenders, Michael S. Stamer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, asserts
that any fees paid to the CRO should not be surcharged against the
secured creditors' collateral since its employment is not
primarily for the benefit of the secured creditors.  He points
out that the employment is also a requirement of the postpetition
financing agreement as mandated by the DIP Lenders.

Mr. Stamer further says that pursuant to the final order
approving the DIP Financing, the issue of whether certain fees
and expenses incurred during the Debtors' cases can be surcharged
against the secured creditors' collateral has been preserved, and
the interested parties have reserved their rights with respect
thereto.  

"Therefore, it is unnecessary for the [Creditors] Committee to
continue to raise the issue in response to the various motions
filed by the Debtors, as the propriety of any such surcharge
will be resolved at a later date," Mr. Stamer avers.

                       About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging         
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WELLMAN INC: Panel Says Stay Has Been Vacated as to Lenders
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Wellman, Inc.,
et al., asks the U.S. Bankruptcy Court for the Southern District
of New York to enter an order:

   (i) recognizing that the automatic stay was vacated by consent
       of the Debtors on the bankruptcy or, alternatively,

  (ii) vacating the automatic stay.

The Creditors Committee believes the Debtors have constructively
consented to the relief of the automatic stay to allow their
prepetition lenders to foreclose on their collateral.

"These cases have been placed by the Debtors on a fast track to a
total liquidation in the next three months.  The decision to
pursue a global asset sale, as well as the form and schedule of
the sale process, reflects the exact sale process selected by the
Prepetition Lenders," Mark R. Somerstein, Esq., at Ropes & Gray
LLP, in New York, said.

Mr. Somerstein notes the $225 million Debtor-in-Possession
Revolving Credit Facility establishes a timeline for an
accelerated Chapter 11 auction sale of substantially all the
Debtors' assets as a going concern by the end of July 2008.  Upon
the closing of the sale, the DIP Facility terminates, cutting off
the Debtors' sole source of financing.

The Committee avers that -- had an explicit Court order for relief
from the automatic stay been entered on the Petition Date -- the
sale procedure and timing would have been substantially similar
to the sale process and schedule currently being pursued.  "As
such, it would be disingenuous to assert that the automatic stay
is precluding the Prepetition Lenders from realizing on their
collateral."

According to the Committee, the sole consequence of an alleged
automatic stay of the rights of the Prepetition Lenders is the
creation of an artificial basis for the Prepetition Lenders to
assert an entitlement to adequate protection, and to obtain,
thereby, collateral rights in unencumbered assets of these
estates that would otherwise be available for distribution to
unsecured creditors.

"This Court should recognize that the sale process being
implemented reflects a consent by the Debtors to the vacation of
the automatic stay for the benefit of the Prepetition Lenders or,
alternatively, the Court should affirmatively vacate the
automatic stay," Mr. Somerstein asserted.

The proceeds of the sale, the Committee laments, are expected to
be woefully insufficient to repay the secured debt obligations
due to the Prepetition Lenders, resulting in the unsecured
creditors receiving no recovery from the sale of this collateral.  
The Committee believes, however, that there is a significant
possibility that certain assets of these estates, not subject to
the sale process, are not encumbered by the liens asserted by the
Prepetition Lenders.

Under the terms of the Final DIP Order, the Prepetition Lenders
will be entitled to assert adequate protection claims to the
extent of any diminution in their collateral resulting from the
imposition of the automatic stay.  The Final DIP Order grants
these adequate protection claims super-priority rights and liens
against all of the property of the Debtors' estates, including
the Unencumbered Assets.  "As a result, each day that the
automatic stay remains in place, the Prepetition Lenders retain
an argument that the automatic stay is causing a diminution in
the value of their collateral, thereby increasing their alleged,
potential adequate protection claims," the Committee points out.

Unless the lien rights asserted by the Prepetition Lenders are
not valid, and the lien rights are currently being investigated
by the Committee, unsecured creditors' best hope of a recovery in
the Chapter 11 cases will derive from the few Unencumbered
Assets, Mr. Somerstein asserts.

Accordingly, the Committee believes the estate must minimize the
estates' exposure to claims for adequate protection.  "Allowing
the Prepetition Lenders the fictitious assertion that they are
subject to the automatic stay provides no benefits to the
Debtors' unsecured creditors, and instead directly prejudices the
rights of the unsecured creditors."

The purpose of an automatic stay is to afford a debtor breathing
room from its creditors, preventing third parties from pursuing
foreclosures and other remedies against the debtor's assets,
Mr. Somerstein notes, citing SEC v. Brennan, 230 F.3d 65, 70 (2d
Cir. 2000).  He notes that in Wellman's cases, however, the
foreclosure sale process chosen by the Prepetition Lenders has
been rocketing towards completion since the Petition Date.  In no
way have the rights of the Prepetition Lenders been stymied by
the automatic stay, he asserts, reiterating that the DIP Facility
has set very tight deadlines for a Liquidation Sale (a functional
foreclosure) of substantially all of the Debtors' assets (the
Prepetition Lenders' alleged collateral).

In the alternative, the Committee wants the Court to vacate the
automatic stay for "cause", pursuant to Section 362(d)(1) of the
Bankruptcy Code.  By seeking adequate protection for the
imposition of the automatic stay, the Prepetition Lenders have
argued that they are being prejudiced by the automatic stay, and
that the Prepetition Lenders would like to foreclose on the
assets that constitute their collateral, the Committee asserts.  
"There is no reason for this Court to compel the automatic stay
to play a role in forestalling the Prepetition Lenders' efforts
in foreclosing on their collateral, and thus the automatic stay
should be modified in that regard."

The Committee adds that the automatic stay should also be lifted
pursuant to Section 362(d)(2).  It notes that the Prepetition
Lenders' collateral is not necessary to an effective
reorganization of the Debtors because no "effective
reorganization" is possible.  "The only possible outcome in these
cases is the preordained Liquidation Sale," Mr. Somerstein
laments.  He points out that while various parties have paid lip
service to attempting a stand alone reorganization in the Chapter
11 cases, the short time frames imposed by the DIP Facility and
the complete lack of any prospect for financing after the
Liquidation Sale renders any "effective reorganization" a
practical impossibility.

The Debtors estimate the principal amount of their prepetition
secured debt at approximately $575,000,000 as of the Petition
Date, comprised of:

   (a) a $225 million prepetition revolving credit facility, which
       had approximately $125 million outstanding as of the
       bankruptcy filing,

   (b) a $185 million prepetition first lien term loan, and

   (c) a $265 million second lien term loan.

                       About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging         
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WORLDSPACE INC: Grant Thornton Raises Substantial Doubt
-------------------------------------------------------
Grant Thornton LLP in McLean, Va., raised substantial doubt about
WorldSpace, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's net loss, negative working capital, and
shareholders' deficit.  Grant Thornton also cited that the
company's management does not believe its cash on hand and cash
available is sufficient to meet its operating needs during the
coming year.

                            Financials

As reported in yesterday's Troubled Company Reporter, for the year
ended Dec. 31, 2007, the company's net loss increased to
$169,507,000 from $128,603,000 in 2006, while its total revenues
for the year ended Dec. 31, 2007, decreased to $13,784,000 from
$15,611,000 in the prior year period ended Dec. 31, 2006.

At Dec. 31, 2007, the company's balance sheet showed $340,014,000
in total assets and $2,091,745,000 in total liabilities, resulting
in a $1,752,420,000 shareholders' deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $16,689,000 in total current assets available to
pay $86,279,000 in total current liabilities.

The company's accumulated deficit increased to $2,494,323,000 from
$2,321,912,000 at Dec. 31, 2006.

                         Yenura Financing

In December 2007, the company entered into a facility agreement
with Yenura Pte Ltd. in which Yenura agreed to make available up
to $40 million from time to time pursuant to draw down notices
issued on or prior to Jan. 31, 2008, in consideration for the
issuance of certain subordinated convertible notes.

The subordinated convertible notes mature on Jan. 3, 2013, and
accrue interest at the rate of 8% per year and shall be payable in
arrears with the first interest date being Jan. 15, 2009.

During the first quarter 2008, the company has drawn
$19.2 million under this facility due to Yenura's slow action in
making the full committed amount available.

Yenura is a company controlled by Noah Samara, chairman and CEO of
Worldspace.

                               Plans

Through the end of December 2007, the company has spent
approximately $1.7 billion in connection with the development and
launch of its business.

With the signing of a major distribution arrangement with Fiat
Group Automobiles S.p.A., WorldSpace is close to launching in
Italy its first mobile service; it expects to launch this mobile
service in early 2009.

In 2009, in addition to Italy, WorldSpace is planning to launch a
mobile service first in Bahrain and then in the United Arab
Emirates and potentially in Switzerland; in each of these
jurisdictions WorldSpace now has the regulatory authorizations to
establish a mobile service.

WorldSpace has delayed previously scheduled launches in the Middle
East in order to take advantage of the enhancements to its planned
mobile system provided by its European standard technical
development activities undertaken for Italy and other countries in
the European Union.

These enhancements include, among other things, a new generation
of satellite receivers, which will receive broadcasts from its
networks of terrestrial repeaters as well as from its satellites.

WorldSpace is planning similar system enhancements in India, where
it initiated a non-mobile service in 2005, subject to the
resolution of the satellite radio regulatory issues and the
formation of a strategic alliance with a local partner.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b52

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: Amends Plan Amid Unsecured Creditors' Support
---------------------------------------------------------
Ziff Davis Media Inc. and its debtor-affiliates reached an
agreement with an ad hoc group of holders of more than 80% in
principal amount of its Senior Secured Floating Rate Notes and the
Official Committee of Unsecured Creditors on a consensual plan of
reorganization that substantially de-leverages Ziff Davis' balance
sheet by converting more than $428,000,000 in funded indebtedness
to:

   (a) new common stock of reorganized Ziff Davis Media and

   (b) a new note that will not exceed $57,500,000.

The Plan provides Ziff Davis with sufficient cash to fund its exit
from Chapter 11 as well as its ongoing business plan.  
Additionally, the Plan provides for two pools of cash for
distribution to general unsecured creditors.  The Official
Committee includes both trade creditors and holders of well over
60% of the Debtors' unsecured subordinated notes, which notes
aggregate approximately $186,000,000.

The ad hoc noteholder group has agreed to set aside up to
$24,500,000 to fund the Debtors' operations during the Chapter 11
case as well as after the Debtors emerge from Chapter 11.

"We are pleased to have achieved one of our long-standing goals to
reach a consensual agreement with both our Senior Secured
Noteholders and the Official Committee of Unsecured Creditors,"
said Jason Young, Chief Executive Officer of Ziff Davis Media.  
"The Plan reflects their confidence in the strength of our
business and our ability to unlock the underlying value in the
Company.  We believe that today's Plan agreement provides the
highest value and best outcome for all constituents and leaves us
with a strong, de-levered balance sheet."

"I would like to thank our customers, partners and employees for
their continued loyalty to Ziff Davis throughout this process,"
continued Mr. Young.  "We are poised to capitalize on the recent
digital momentum that we are experiencing, as shown through the
unique visitor growth in the first quarter, which grew by more
than 20% over the first quarter of last year.  We look forward to
emerging quickly from Chapter 11 so that we can put our complete
focus on operating our business and continuing our strong digital
momentum."

The Second Amended Disclosure Statement and the First Amended
Joint Chapter 11 Plan of Reorganization, both dated as of April
29, 2008, embody a compromise and settlement between the Debtors,
certain holders of over 80% of the senior secured notes issued
for $205,000,000, and the Creditors Committee, which represents
unsecured creditors.

Under the latest version of the Plan, potential recovery by or
treatment of most unsecured creditors have generally been
sweetened.  Holders of unsecured claims under Class 6 will
receive a pro rata cash distribution of $1,250,000, instead of
$500,000, and thus would improve recovery to 9% from 3.5%.  
Instead of receiving pro rata share of 11.2% of the New Ziff
Davis Holdings Common Stock, holders of Allowed Class 5 Claims
will receive their pro rata share of 10% of the New Stock and
warrants to purchase an aggregate 5% of the shares of the New
Stock.  Class 5 claimants were previously required to vote in
favor of the Plan to be entitled to shares of New Stock, but that
provision has been deleted.  Holders of Class 7 convenience class
claims, which aggregate $915,000, will receive 50% recovery in
cash, instead of 100%.

The Senior Secured Note Holders, which previously reached
settlements with the Debtors, have agreed to compromise their
claims through receipt of cash as set forth in the Plan, New
Senior Senior Secured Notes for $50,000,000 plus the cash funding
at exit, and 90% of new Ziff Davis Holdings Common Stock, relates
Jason Young, the Debtors' chief executive officer.  The prior
version of the Plan had provided that holders of Senior Note
Claims and MHR Note Claims would receive only 88.8% of the New
Stock.

Willis Stein & Partners Management III, L.L.C., which manages
funds owning majority of Ziff Davis Holdings, have also supported
the Plan.  Holders of equity interests will receive zero recovery
under the Plan.  Willis Stein, however, will obtain releases from
the Debtors for any liabilities and claims from any actions,
including in connection with indebtedness for money borrowed by
the Debtors.

The Plan is structured as a joint plan.  Subject to its terms and
conditions, the members of the Ad Hoc Senior Secured Note Holder
Group, the Committee, the Committee Members, Willis Stein and the
MHR Note Holders will support the Plan.  Members of the Ad Hoc
Senior Secured Note Holder Group, each of the Committee Members,
Willis Stein and the MHR Note Holders will vote in favor of the
Plan.  Accordingly, it is expected that Classes 4, 5, and 6 will
vote to accept the Plan.

As of the Petition Date, the Debtors':

   -- secured funded bond debt totaled about $242,000,000;

   -- subordinated, unsecured bond debt totaled approximately
      $186,000,000; and

   -- unsecured trade debt totaled approximately $12,300,000,
      exclusive of rejection damage claims.

              New Treatment of Class 4 and 5 Claims

Under the First Amended Plan, Holders of Allowed Class 4 Claims
will receive:

   (i) their pro rata share of New Senior Secured Notes in an
       initial principal amount of $50,000,000, plus the Cash
       Funding at Exit;

  (ii) their pro rata share of Cash, except for cash in operating
       accounts and the Cash Funding at Exit;

(iii) their pro rata share of 88.89% of the New Ziff Davis
       Holdings Common Stock; and

  (iv) the proceeds of the indemnity escrow and other funds that
       may be paid to the Debtors in connection with the
       Enterprise Sale.

Holders of Allowed Class 5 Claims will receive their pro rata
share of 10% of the New Ziff Davis Holdings Common Stock, and the
warrants exercisable into shares of New Ziff Davis Holdings
Common Stock representing 5% of the shares of New Ziff Davis
Holdings Common Stock to be issued on the Effective Date.  The
provision is subject to dilution for the New Ziff Davis Holdings
Common Stock allocated to the New Management Incentive Plan and
the potential exercise of the Warrants, each of which will
entitle the holder to purchase from Reorganized Ziff Davis
Holdings one fully paid and non assessable share of New Ziff
Davis Holdings Common Stock at the price per share that implies a
full recovery for the Senior Secured Note Holders and the MHR
Note Holders.

Warrants are warrants exercisable into shares of New Ziff Davis
Holdings Common Stock representing 5% of the shares of New Ziff
Davis Holdings Common Stock to be issued on the Effective Date
which:

   * will entitle the holder to purchase from Reorganized Ziff
     Davis Holdings one fully paid and non assessable share of
     Ziff Davis Holdings Common Stock at the price per share that
     implies a full recovery for the holders of the Senior
     Secured Note Claims and the MHR Note Claims; and

   * will expire automatically on the five-year anniversary of
     the Effective Date.

The Plan also provides: (a) a pro rata Cash distribution to Class
6 Holders of General Unsecured Claims of $1,250,000; and (b) a
Cash distribution to Holders of Class 7 Convenience Class Claims.

             Payment of Fees and Expenses of Trustees

The Debtors will pay the Senior Secured Notes Indenture Trustee's
and the Collateral Trustee's (i) Allowed Administrative
Claims,including Allowed Claims for fees and expenses, in
accordance with the Plan; and (ii) reasonable fees and expenses
incurred in connection with the performance of their duties
pursuant to the Plan, as long as the duties are performed before
the Effective Date.  The invoices may be submitted directly to
the Debtors or Reorganized Debtors and will not be subject to
approval by the Bankruptcy Court.

                          *     *     *

A full-text copy of the blackline version of the Debtors' 2nd
Amended Disclosure Statement is available for free at
http://bankrupt.com/misc/Blackline_Ziff_2ndAmendedDS.pdf

A full-text copy of the blackline version of the Debtors' 1st
Amended Plan of Reorganization is available for free at
http://bankrupt.com/misc/Blackline_Ziff_2ndAmendedDS.pdf

Ziff Davis will ask the U.S. Bankruptcy Court for the Southern
District of New York to confirm the Plan in June 2008, and expects
to emerge from bankruptcy shortly thereafter.  As a result, the
Plan may be materially modified before approval.

                         About Ziff Davis

Headquartered in New York City, Ziff Davis Media Inc. --
http://www.ziffdavis.com/-- is a wholly-owned indirect subsidiary  
of Ziff Davis Holdings.  Ziff Davis Holdings is the ultimate
parent.  Ziff Davis Holdings is majority owned by various
investment funds managed by Willis Stein.

Ziff Davis Media is an integrated media company serving the
technology and videogame markets.  Ziff Davis currently reaches
over 26 million people a month through its portfolio of 15
websites, three award-winning magazines, consumer events and
direct marketing services.  The company has offices and labs in
San Francisco and exports its brands internationally in 45
countries and 13 languages.  The company manages its business
through two business segments: the "PCMag Network" and the "1UP
Network."

Ziff Davis Media, Ziff Davis Holdings and five other affiliates
filed voluntary petitions under Chapter 11 of the Bankruptcy Code
on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  Carey D.
Schreiber, Esq., and David Neier, Esq., at Winston & Strawn, LLP
and represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors has selected O'Melveny &
Myers LLP as its counsel.  In its schedules filed with the Court,
Ziff Davis Media disclosed total assets of $144,224,155 and total
debts of $441,406,545.  

Ziff Davis' non-debtor foreign affiliates include Ziff Davis
Europe Ltd. (United Kingdom), Ziff Davis Publishing (UK) Ltd.
(United Kingdom), Ziff Davis France S.A. (France), SEEC/Ziff Davis
Group (China) Ltd. (British Virgin Islands), and Ziff Davis
Internet I.


* Moody's Says P&C Insurers' Share Buybacks Could Slow in 2008
--------------------------------------------------------------
The continuation of share buybacks by US property and casualty
insurers should not be a drag on their ratings given the
industry's currently strong financial profile, Moody's Investors
Service concludes in a recent report.  However, Moody's expects
share buyback activity to slow during 2008 compared to record
levels of the last two years given the credit environment.

According to the report's author, Associate Analyst Enrico Leo,
"the combination of robust balance sheets and excellent earnings
(bolstered by reserve releases and an absence of large catastrophe
losses), especially in 2006-07, has led companies to re-evaluate
their capital position in light of the limited growth
opportunities that lay ahead in the softening pricing
environment."

"Insurers will likely put their capital to use through sizeable
share buybacks, business expansion activities (new products, new
geographies) and engaging in merger and acquisition activity," Mr.
Leo says.  "Despite the expectation for continued profitability in
2008 -- absent large catastrophe losses," he adds, "share buyback
activity could slow in the near term, given the current credit
market turmoil."

"At this time," the analyst states, "we don't expect share-buyback
activity alone to lead to downward rating pressure on insurers,
provided that buybacks do not exceed one years' net income and do
not significantly decapitalize the operating companies."

In general, Moody's believes that the share repurchase programs
announced are contemplated within the current ratings, and also
that these programs could be scaled back in the event of a
catastrophe loss or other unexpected events (e.g. asset write-
downs, reserve charges, etc).  "Additionally," Mr. Leo says, "the
return of capital could keep some insurers more disciplined in the
market and could bolster ROE metrics, particularly as the pricing
environment softens."

The analyst added, "some fundamental credit metrics such as
financial leverage will likely be negatively affected, but we will
continue to also focus on the importance of prospective
profitability and interest coverage metrics in our analysis."

Over the intermediate term, Moody's believes that the downward
pressure on P&C rates, narrowing underwriting margins, and return
of capital will likely lower capital adequacy levels back in line
with expectations for current ratings.  "We expect insurers to
look for the most efficient use of their capital," Mr. Leo says,
"but concurrently to maintain appropriate capital adequacy as they
manage the dynamics of strategic and capital decisions,
particularly as market conditions deteriorate across the broad P&C
sector."


* S&P Takes Various Rating Actions on Synthetic CDO Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services took these rating actions on
various U.S. synthetic collateralized debt obligation
transactions:

  -- S&P lowered 116 ratings, one of which was also placed on
     CreditWatch negative;

  -- Fourteen of the lowered ratings remain on CreditWatch
     negative;

  -- S&P placed four ratings on CreditWatch negative;

  -- S&P withdrew 29 ratings after the classes were terminated;
     and

  -- S&P affirmed 15 ratings and removed them from CreditWatch
     negative.
     
S&P reviewed the ratings on all of the classes that S&P had
previously placed on CreditWatch negative to determine the
appropriate rating action.  If the synthetic rated
overcollateralization ratio was lower than 100% at the current
date and at a 90-day-forward projected date, S&P lowered the
rating on the tranche.  If the SROC ratio was lower than 100% at
the current date at the lower rating level and above 100% at a 90-
day-forward projected date, S&P lowered the rating on the tranche
and left it on CreditWatch negative.  If the SROC ratio was above
100% at the current rating level, S&P affirmed the rating.

                           Ratings List

                        ABACUS 2004-2 Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    C                        BBB                 BBB+/Watch Neg

                        ABACUS 2004-3 Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Class B                  AA-                 AA/Watch Neg
    Class C                  BBB+                A-/Watch Neg

                        ABACUS 2005-1 CB1 Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A-2                      AA-                 AA
    B                        A                   A+/Watch Neg
    D                        BBB                 BBB+/Watch Neg
    E-1                      BB+                 BBB-
    F                        BB                  BB+
    G                        B                   B+

                        ABACUS 2006-HGS1 Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    AMSS                     BBB-                A/Watch Neg
    A-1                      B+                  BBB/Watch Neg
    A-2                      CCC+                BB/Watch Neg
    B                        CCC                 B-/Watch Neg
    C                        CCC-                CCC+/Watch Neg
    D                        CCC-                CCC/Watch Neg

                        ABACUS 2006-9 Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A-1                      A-                  AA-/Watch Neg
    A-2                      BBB                 A-/Watch Neg
    B                        BBB-                BBB/Watch Neg
    C                        BB-                 BBB-/Watch Neg

                        ABACUS 2006-11 Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A                        AA-                 AA/Watch Neg
    A-2 Ser 1                BBB-                BBB/Watch Neg
    A-2 Ser 2                BBB-                BBB/Watch Neg
    B                        BB-                 BB/Watch Neg
    B Ser 2                  BB-                 BB/Watch Neg
    C                        B-                  B+/Watch Neg

                        ABACUS 2006-12 Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A-1                      BBB-                BBB/Watch Neg
    A-2                      BB-                 BB/Watch Neg
    B                        B                   BB-/Watch Neg
    C                        CCC-                CCC+/Watch Neg
    D                        CCC-                CCC/Watch Neg

                       ABSpoke 2005-IA Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    ABSpoke                  AA+                 AAA/Watch Neg

                       ABSpoke 2005-IB Ltd.
  
                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    ABSpoke                  A-                  A/Watch Neg

                       ABSpoke 2005-IC Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Fxd Rate                 BBB-                BBB-/Watch Neg

                       ABSpoke 2005-VA Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    ABSpoke                  BBB+                A-/Watch Neg

                          Arlo III Ltd.
                           Saint James

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    AA                  AA+/Watch Neg

                       Bank of Nova Scotia
           C$98.465 million Portfolio Credit Linked Note

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB+                A-/Watch Neg

                        Bluestone Trust

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    AA+srb/Watch Neg    AAAsrb/Watch Neg

        Calculus ABS Resecuritization Trust Series 2007-1

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    VarDisTrUn               BBB                 AA-/Watch Neg

        Calculus ABS Resecuritization Trust Series 2007-2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    VarDisTrUn               BB                  BBB/Watch Neg

                          Coriolanus Ltd. 39

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  CCC                 CCC+/Watch Neg

               Credit and Repackaged Securities Ltd.
                              2007-18

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB+                A-/Watch Neg

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 804055 D2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    D2                       NR                  CCC-srb

                      Credit Default Swap
   Swap Risk Rating - Protection Buyer, CDS Reference # 804055 E

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    E                        NR                  CCCsrb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 804055 D1

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    D1                       NR                  CCC-srb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 804055 A

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A                        NR                  CCC-srb

                      Credit Default Swap
   Swap Risk Rating - Protection Buyer, CDS Reference # 804055 B

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    B                        NR                  CCC+srb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 804055 C1

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    C1                       NR                  CCCsrb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 804055 C2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    C2                       NR                  CCC-srb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 826480 E2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    E2                       NR                  CCC-srb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 826480 D2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    D2                       NR                  CCC-srb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 826480 E1

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    E1                       NR                  CCC-srb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 826480 B2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    B2                       NR                  CCC-srb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 826480 C1

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    C1                       NR                  CCC-srb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 826480 C2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    C2                       NR                  CCC-srb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 826480 D1

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    D1                       NR                  CCC-srb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 826480 A1

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A1                       NR                  CCC-srb

                      Credit Default Swap
  Swap Risk Rating - Protection Buyer, CDS Reference # 826480 A2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A2                       NR                  CCC-srb

                      Credit Default Swap
   Swap Risk Rating - Protection Buyer, CDS Reference # 826480 B1

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    B1                       NR                  CCC-srb

                      Credit Default Swap
        Swap Risk Rating - Protection Buyer, Markov Chain II B

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
                             NR                  CCCsrb

                      Credit Default Swap
      Swap Risk Rating - Protection Buyer, Markov Chain II A

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
                             NR                  CCC+srb

                      Credit Default Swap
       Swap Risk Rating - Protection Buyer, Markov Chain I A

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
                             NR                  CCCsrb

                      Credit Default Swap
      Swap Risk Rating - Protection Buyer, Markov Chain III A

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
                             NR                  CCCsrb

                      Credit Default Swap
      Swap Risk Rating - Protection Buyer, Markov Chain II C

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
                             NR                  CCCsrb
                      Credit Default Swap
      Swap Risk Rating - Protection Buyer, Markov Chain III C

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
                             NR                  CCC-srb

                      Credit Default Swap
      Swap Risk Rating - Protection Buyer, Markov Chain IV A

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
                             NR                  CCCsrb

                      Credit Default Swap
      Swap Risk Rating - Protection Buyer, Markov Chain IV B

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
                             NR                  CCCsrb

                      Credit Default Swap
      Swap Risk Rating - Protection Buyer, Markov Chain IV C

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
                             NR                  CCC-srb

                      Credit Default Swap
      Swap Risk Rating - Protection Buyer, Markov Chain I C

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
                             NR                  CCC-srb

                      Credit Default Swap
      Swap Risk Rating - Protection Buyer, Markov Chain I B

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
                             NR                  CCC-srb

                      Credit Default Swap
      Swap Risk Rating - Protection Buyer, Markov Chain III B

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
                             NR                  CCC-srb

                      Credit Default Swap
       Swap Risk Rating - Portfolio  CDS Reference # 5075836

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  AAsrp               AA+srp/Watch Neg

                      Credit Default Swap
       Swap Risk Rating - Portfolio  CDS Reference # 5076118

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  AAsrp               AA+srp/Watch Neg

                    Dallaglio CDO 2005-4 Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    B                        BB                  BB+/Watch Neg

                      Dunloe 2005-I Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A                        BBB-                BBB/Watch Neg
    B                        B+                  BB/Watch Neg
    C                        B-                  B+/Watch Neg

                         Eirles Two Ltd.
                        257-259 & 264-266

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Series 257               CCC+                B-/Watch Neg

     Gloucester SPC, acting for the account of Cheyenne
2007-I                                
                      Segregated Portfolio

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A                        B-                  B/Watch Neg

                         Herald Ltd. 23

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Tranche D                AA-                 AA/Watch Neg

                         Herald Ltd. 24

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    24                       A-                  A/Watch Neg

                        Infiniti SPC Ltd.
       Kenmore Street Synthetic CDO 2006-2 Segregated Portfolio

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    7A-2                     AAA                 AAA/Watch Neg
    7B-1                     AA                  AA/Watch Neg
    7C-1                     A                   A/Watch Neg
    7EA-2                    AAA                 AAA/Watch Neg
    7EB-1                    AA                  AA/Watch Neg

                    Iridal Public Ltd. Co. 2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Tranche B                AA+                 AAA/Watch Neg

                           Ixion PLC
                         4, 5, 6, & 7

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    5                        BB                  BB+/Watch Neg

                    Jefferson Valley CDO SPC
                              2006-1

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A                        BBB+/Watch Neg      A-/Watch Neg
    B-1                      BBB/Watch Neg       BBB
    B-2                      BBB/Watch Neg       BBB
     
                      Jupiter Finance Ltd.
                            2007-002

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Port CrLkd               AA-                 AA/Watch Neg

                      Kenmare 2005-I Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    B+                  BBB-/Watch Neg

                     Kiawah (New York) Trust
                              2007-2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A                   A+/Watch Neg

                     Lunar Funding I Ltd. 12

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    12                       AA                  AA/Watch Neg

               Magnolia Finance II PLC 2006-5CG

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    CG                       BBB+                A-/Watch Neg

               Magnolia Finance II PLC 2006-5CE

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    CE                       BBB+                A-/Watch Neg

                 Magnolia Finance II PLC 2006-5CU

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    CU                       BBB+                A-/Watch Neg

                         Maple 2004-1789

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Tranche D                BBB+                A-/Watch Neg

                         Mint 2005-1 Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    2E                       BBB/Watch Neg       BBB
    D-2                      A/Watch Neg         A

             Momentum CDO (Europe) Ltd. 2007-2 Trio

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    2007-2                   BBB-                BBB/Watch Neg

               Morgan Stanley ACES SPC 2005-25

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    ScFltRtNts               BBB+                BBB+/Watch Neg

               Morgan Stanley ACES SPC 2006-16

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    I                        A+/Watch Neg        AA-/Watch Neg
    IIA                      BBB+                A-/Watch Neg
    III                      BB                  BB+/Watch Neg

               Morgan Stanley ACES SPC 2006-20

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    IA                       AA/Watch Neg        AAA/Watch Neg
    II                       BBB-                BBB/Watch Neg

               Morgan Stanley ACES SPC 2006-19

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    AA+                 AAA/Watch Neg

               Morgan Stanley ACES SPC 2006-24

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    IA                       AA                  AAA/Watch Neg
    II                       BBB-                BBB/Watch Neg

               Morgan Stanley ACES SPC 2007-2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    AI                       AA                  AA+/Watch Neg
    AII                      AA                  AA+/Watch Neg
    IA                       AA                  AA+/Watch Neg
    IB                       AA                  AA+/Watch Neg
    IIA                      A+/Watch Neg        AA-/Watch Neg
    IIB                      A+/Watch Neg        AA-/Watch Neg
    IIC                      A+/Watch Neg        AA-/Watch Neg
    IID                      A+/Watch Neg        AA-/Watch Neg

               Morgan Stanley ACES SPC 2007-13

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    IA                       AA+/Watch Neg       AAA/Watch Neg
    IIA                      AA                  AAA/Watch Neg
    IIB                      AA                  AAA/Watch Neg
    IIIA                     A+/Watch Neg        AA/Watch Neg
    IIIB                     A+/Watch Neg        AA/Watch Neg
    IV                       BB-                 BB/Watch Neg

        North Street Referenced Linked Notes, 2005-7 Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A                        BB                  BBB/Watch Neg
    B-1                      B+                  BB+/Watch Neg
    B-2                      B-                  BB-/Watch Neg
    C                        CCC+                B/Watch Neg
  
                PARCS Master Trust 2007-3 Calvados

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Trust Unit               A                   A+/Watch Neg

                PARCS Master Trust 2007-6 Calvados

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Trust Unit               BBB+                BBB+/Watch Neg

                PARCS Master Trust 2007-7 Calvados

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Trust Unit               A/Watch Neg         A+/Watch Neg

                PARCS Master Trust 2007-8 Calvados

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Trust Unit               BBB+                A-/Watch Neg

                    Primoris SPC Ltd. A1-7

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB+                A/Watch Neg

                   Primoris SPC Ltd. A1-7-2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB+                A/Watch Neg

                    Primoris SPC Ltd. A2-7

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB+                A/Watch Neg

                   Primoris SPC Ltd. A3-10-2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A-                  A/Watch Neg

                     Primoris SPC Ltd A3-7

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB+                A/Watch Neg

                    Primoris SPC Ltd A5-7

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB+                A/Watch Neg

                    Primoris SPC Ltd A6-7

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB+                A/Watch Neg

                    Primoris SPC Ltd C3-7

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB                 BBB/Watch Neg

                    Primoris SPC Ltd E3-7

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BB+                 BBB-/Watch Neg

                   Primoris SPC Ltd F1-10

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BB-                 BB/Watch Neg

              Primus Managed PRISMs 2004-1 Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    B-2L                     BBB-                BBB-/Watch Neg

            REPACs Trust Series: CAT 2005-1 2005-1

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Debt Units               A-/Watch Neg        A/Watch Neg

                        REVE SPC 2007-47

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Series 47                BBB                 BBB+/Watch Neg

                       Seawall 2006-1 Ltd.

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    C-2                      BBB                 BBB+/Watch Neg

                       Seawall SPC 2006-2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A                        AA-                 AA/Watch Neg

                        Sentinel Ltd. 2

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  AA-                 AA-/Watch Neg

                        Solar V CDO SPC

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A                        AA-                 AA/Watch Neg

                           SPGS SPC
                        ABSpoke 2006-IA

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A-                  A+/Watch Neg

                           SPGS SPC
                        Baldwin 2006-II

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB                 BBB+/Watch Neg

                           SPGS SPC
                        Baldwin 2006-V

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BB-                 BB/Watch Neg

                           SPGS SPC
                       Baldwin 2006-VI

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A                        BB-                 BB/Watch Neg

       SPGS SPC, acting for the account of SRRSPOKE 2007-IB
                       Segregated Portfolio

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    I                        AA-                 AA/Watch Neg
    Sub notes                AA-                 AA/Watch Neg

                    Terra CDO SPC Ltd. 2007-1

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    A1                       A-/Watch Neg        A/Watch Neg
    B1                       BBB                 BBB+/Watch Neg

  TIERS Montana Floating Rate Credit Linked Trust Series 2007-3

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Certificat               A-                  A/Watch Neg

                        Toronto-Dominion Bank
           C$48,031,000 Portfolio Credit Linked Notes

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Prt Cr Lnk               B                   B+/Watch Neg

                        Tribune Ltd. 42

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Tranche A                A                   A/Watch Neg

                        Tribune Ltd. 45

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  AAA                 AAA/Watch Neg

                        Tribune Ltd. 47

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    AA-                 AA-/Watch Neg

                        Tribune Ltd. 48

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    CLN                      B/Watch Neg         AAA

                   UBS AG (Jersey Branch) 3832

                                      Rating
                                      ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A+                  AA/Watch Neg
        

* S&P Lowers Ratings on 196 Classes from 96 US NIM Securities
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 196
classes from 96 U.S. net interest margin securities transactions
backed by U.S. subprime residential mortgage-backed securities.  
Of these 196 classes, S&P downgraded class A from SASCO NIMS Trust
2007-WF1 to 'A-/Watch Neg' from 'AA' due to the downgrade of the
respective bond insurer.  At the same time, S&P affirmed its  
ratings on 52 classes from 40 U.S. NIMS transactions backed by
U.S. subprime RMBS.  Additionally, S&P's ratings on 10 classes
from nine subprime NIMS deals remain on CreditWatch negative based
on the ratings on the respective bond insurers.

The distribution of the rating actions involving the 195 ratings
being lowered (excludes the bond insured class mentioned above) is
as:

     -- 48 ratings from 21 transactions were lowered to 'CC';
     -- 104 ratings from 57 transactions were lowered to 'CCC';
     -- One rating from one transaction was lowered to 'B-';
     -- 31 ratings from 28 transactions were lowered to 'B';
     -- 10 ratings from 10 transactions were lowered to 'B+'; and
     -- One rating from one transaction was lowered to 'BB';

Standard & Poor's Surveillance Assumption

The primary source of payments to NIMS is the difference between
the interest payments collected on the mortgages in the underlying
transactions and the interest owed to the related RMBS, together
with prepayment penalties and potential payments from derivative
contracts.  S&P believe that the current levels of delinquencies
and losses occurring in the subprime mortgage market have
significantly reduced the levels of excess interest available to
many of the NIMS.

S&P evaluated a number of performance measures for the U.S.
subprime NIMS RMBS transactions, including the results of the cash
flow analysis.  These performance measures included the amount and
type of cash received from the underlying transactions; the rate
at which the NIMS are repaying relative to original projections;
whether or not the NIMS have incurred actual interest shortfalls;
and the outstanding principal balance relative to the amount of
cash being received from its underlying transactions.

The cash flow projections include the residual cash flows from
each underlying U.S. RMBS transaction's cash flow stress run, as
well as the projected proceeds from any cap contract, if
applicable.  The cash flow projections indicated whether or not,
in S&P's view, each NIMS class is expected to pay off and whether
or not interest shortfalls will occur.

Impact on Current Ratings

Losses on the underlying U.S. subprime RMBS, and the timing of
such losses, have a direct effect on the cash flows to the NIMS
transactions.  Once the level of overcollateralization for an
underlying transaction falls below its target, the excess spread
available to the NIMS transaction is reduced or eliminated as the
underlying transaction covers current and previous losses
and rebuilds to its overcollateralization target.

The downgrades affect a total of 96 U.S. subprime RMBS NIMS
transactions.  The 196 downgraded classes have a current balance
of $1.535 billion, which represents 74.44% of the approximately
$2.062 billion currently outstanding in U.S. NIMS backed by U.S.
subprime mortgage securities rated by Standard & Poor's in 2007.  
The original total balance of U.S. NIMS backed by all types of
residential mortgage securities issued in the non-agency market in
2007 was more than $5.382 billion.

Approximately 63.93% of the downgraded NIMS classes, as a
percentage of the total $1.535 billion in downgraded NIMS
securities, were rated 'BBB' or lower before these rating actions.  
The resulting ratings associated with the downgraded classes, as a
percentage of the total $1.535 billion in downgraded securities,
are:

                      Rating                (%)
                      ------                ---
                      CC                  22.68
                      CCC                 57.35
                      B-                   0.24
                      B                   13.61
                      B+                   5.44
                      BB                   0.12
                      A-/Watch Neg         0.57

The downgrades reflect S&P's opinion that the cash flow
projections run at the time S&P assigned the original ratings to
these transactions indicated that many of the classes from these
transactions should have either paid in full already or should be
ahead of their current payment levels.  However, due to the
performance of the underlying transactions, as well as higher-
than-projected losses and prepayment speeds, these NIMS
transactions have not received the cash flows originally
projected.  The net impact is that these transactions currently
have higher class balances than they were projected to have at
this point, due, in S&P's view, to the decreasing amount of cash
flow that is being generated from the underlying deals.

This scenario is exacerbated in structures where there are
multiple NIMS classes.  S&P believe that the sequential paydown
structure of the NIMS compounds how far behind in paydown the
lower-rated classes are relative to S&P's projections.  This in
turn effectively prevents these lower-rated classes from receiving
any cash flow until the above NIMS classes are paid down.

The 52 classes with affirmed ratings and the 10 classes with
ratings on CreditWatch have a current balance of $0.527 billion,
which represents 25.56% of the approximately $2.062 billion
currently outstanding in U.S. NIMS backed by U.S. subprime
mortgage securities rated by Standard & Poor's in 2007.

Approximately 21.22% of the U.S. subprime NIMS classes with
affirmed ratings and the 10 classes with ratings on CreditWatch,
as a percentage of the total $0.527 billion in NIMS securities
with affirmed ratings, were rated 'BBB' or lower before these
rating actions.  The affirmed ratings on these classes, as a
percentage of the total $0.527 billion in securities with affirmed
ratings, are:

                      Rating                (%)
                      ------                ---
                      CCC                  2.55
                      BB                   2.92
                      BB+                  4.28
                      BBB-                10.79
                      BBB                  0.68
                      BBB+                 0.50
                      A-                  19.29
                      A-/Watch Neg        26.37
                      A                    2.80
                      AA/Watch Neg         7.76
                      AAA                 22.06

S&P also affirmed its ratings on the NIMS classes that are bond-
insured or are projected to pay in full under the aforementioned
surveillance assumptions.

NIMS are generally short-term instruments with average tenures of
less than 36 months.  The average balance for the outstanding
NIMS, as a percentage of the initial NIMS balance, is as:

                  Issuance by quarter         (%)
                  -------------------         ---
                  First-quarter 2007        48.80
                  Second-quarter 2007       55.26
                  Third-quarter 2007        42.27
                  Fourth-quarter 2007       0.00*

            * No NIMS were rated in fourth-quarter 2007.

Bond-Insured Classes

S&P affirmed its ratings on 10 bond-insured classes from nine U.S.
subprime NIMS deals so they are in line with the current rating on
the respective insurers.  In addition, S&P downgraded the class A
SASCO NIMS Trust 2007-WF1 to 'A-/Watch Neg' from 'AA' due to the
downgrade of the respective bond insurer.

Impact on ABCP, SIVs, and CDOs

Standard & Poor's has performed a global review of its rated
asset-backed commercial paper conduits with exposure to these
downgraded U.S. NIMS classes.  S&P's review shows that the rating
actions do not adversely affect the ratings on these ABCP
conduits.

Standard & Poor's has also completed a review of all the
structured investment vehicle and SIV-lite structures it rates
with regard to exposure to the U.S. subprime NIMS classes
downgraded.  In S&P's view, no rated SIV or SIV-lite structure has
exposure to the affected U.S. NIMS classes, and therefore the
rating actions do not adversely affect S&P's  ratings on SIVs
and SIV-lites.

Standard & Poor's has also completed a global review of the
collateralized debt obligation transactions it rates with regard
to exposure to these downgraded U.S. subprime NIMS classes.  S&P's  
review shows that the rating actions will have no impact on the
ratings on its publicly rated CDO transactions.

Standard & Poor's will continue to monitor the performance of the
underlying subprime RMBS transactions and the related NIMS.  S&P  
regularly review its assumptions as new information becomes
available, and S&P will continue to revise its assumptions,
publish updates, and keep market participants informed of changes.


* S&P Cuts Ratings on 2,183 Classes of RMBS from 334 Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 2,183
classes of U.S. residential mortgage-backed securities from 334
transactions backed by Alternative-A loan collateral issued in
2006.  S&P removed 810 of the lowered ratings from CreditWatch
with negative implications.  In addition, S&P placed 487 ratings
on CreditWatch negative.  Finally, S&P affirmed its ratings
on 144 classes and removed them from CreditWatch negative.  All of
the ratings that were removed from CreditWatch were placed on
CreditWatch on Feb. 29, 2008.  The classes affected by the
negative rating actions represent an issuance amount of
approximately $41.05 billion, or about 6.10% of the par amount of
U.S. RMBS transactions backed by Alt-A mortgage loans rated by
Standard & Poor's in 2006.

2006 Alt-A Rating Actions

The downgrades and CreditWatch placements reflect our opinion that
projected credit support for the affected classes is insufficient
to maintain the ratings at their previous levels, given S&P's
current projected losses.  S&P calculated its current projected
losses using the 2006 Alt-A default curves.  Due to current market
conditions, S&P are assuming that it will take approximately 15
months to liquidate loans in foreclosure and approximately eight
months to liquidate loans categorized as real estate owned.  In
addition, S&P are assuming a loss severity of 34% for U.S. Alt-A
RMBS transactions backed by fixed-rate and long-reset hybrid
collateral issued in 2006; S&P are assuming a loss severity of 35%
for transactions issued in 2006 backed by mortgage loans that have
a negative amortization feature; and S&P are assuming a loss
severity of 35% for transactions secured by adjustable-rate
collateral and short-reset hybrid collateral.

The lowered ratings reflect our assessment of credit support under
one or more scenarios that use a constant prepayment rate,
including one equal to the lower of the lifetime or 12-month CPR.  
To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction to find
changes, if any, in risk characteristics, and the ability to
withstand additional credit deterioration.  Each class that has an
affirmed 'AAA' rating generally can withstand approximately 150%
of S&P's projected loss assumptions under its analysis, subject to
individual caps assumed on specific transactions.  S&P determined
the caps by limiting the amount of remaining defaults to 85% of
the current pool balances.

The rating actions announced resolve all of the CreditWatch
placements on the 2006 vintage U.S. Alt-A RMBS taken on Feb. 29,
2008.  All of the CreditWatch actions affect 'AAA' rated
certificates.  Standard & Poor's will analyze these certificates
to assess whether further rating actions are warranted by
analyzing available credit enhancement to the projected losses
during the timeframe S&P expect the certificates to be
outstanding.

Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

Factors Driving RMBS Rating Actions
  
Mortgage Pool Performance
  
Monthly performance data reveals that delinquencies and
foreclosures continue to accumulate at an increasing rate for the
2006 vintage.  As of the March 25, 2008, distribution date,
serious delinquencies on all U.S. Alt-A RMBS transactions issued
during 2006 were 10.57%, up 54.99% since December 2007.  During
the same time period, cumulative realized losses have increased to
0.25% from 0.10%.
  
This delinquency trend, together with loan-level risk
characteristics and continuing deterioration in the macroeconomic
outlook, have caused us to increase our lifetime loss projections.  
For the transactions with negative amortizing collateral, S&P
project aggregate lifetime losses between 7.00% and 7.50% of the
original balance.  For the transactions backed by fixed- and long-
reset hybrid collateral, we project aggregate lifetime losses
between 4.50% and 5.00%.  Finally, S&P project aggregate lifetime
losses between 6.00% and 6.50% for transactions backed by
adjustable-rate and short-reset hybrid collateral.

In reviewing the 2006 Alt-A transactions, S&P employed the
surveillance assumptions announced on Jan. 15, 2008, and described
in "U.S. RMBS Surveillance, CDO Of ABS Assumptions Revised Amid
Defaults, Negative Housing Outlook."  S&P believe that the
application of expected lifetime losses has become appropriate as
the depth and duration of the housing downturn continues to
increase.  S&P lowered the ratings on those classes that had
expected lifetime losses greater than credit enhancement to 'CCC'.  

In addition, S&P lowered its ratings on many of the 2006 vintage
certificates previously rated 'B' and 'CCC' and various ratings
from pools with extraordinarily high levels of severely delinquent
loans to 'CC', as our analysis revealed that these classes have a
greater likelihood of default in the near future.  The extent to
which S&P adjusted the ratings was based on its view of each
class' ability to withstand losses in excess of its projections.

The classes with ratings lowered and ratings placed on
CreditWatch negative as a percentage of the original balance of
the total issuance amount affected ($41.05 billion).
  
                          2006 Vintage

                             Total actions
                             -------------
          Rating      Downgrades    CreditWatch negative
          ------      ----------    --------------------
          AAA           5.86%              58.16%
          AA+           4.65%               0.00%
          AA            8.09%               0.00%
          AA-           2.12%               0.00%
          A+            2.72%               0.00%
          A             4.35%               0.00%
          A-            1.46%               0.00%
          BBB+          1.51%               0.00%
          BBB           2.61%               0.00%
          BBB-          1.07%               0.00%
          BB+           0.41%               0.00%
          BB            2.17%               0.00%
          BB-           0.27%               0.00%
          B+            0.15%               0.00%
          B             2.80%               0.00%
          B-            0.16%               0.00%
          CCC           2.43%               0.00%
          Total        42.81%              58.16%


* Hughes Watters' Kitchens to Talk on 363 Sales in Austin Today
---------------------------------------------------------------
Wayne Kitchens, a partner with Hughes Watters Askanase LLP, will
speak on "The Sale of Assets in Bankruptcy" as part of a panel for
the 26th Annual Advanced Business Bankruptcy Course in Austin on
May 1.

Kitchens was chosen as a panelist because of his reputation and
experience as a business bankruptcy practitioner.  Other panelists
joining Kitchens are Raymond W. Battaglia, with Oppenheimer,
Blend, Harrison and Tate Inc.; Bernard R. Given II, with Beck &
Given PC; and the Honorable Russell F. Nelms, United States
bankruptcy judge for the Northern District of Texas.  Serving as
moderator is Joseph J. Wielebinski Jr., shareholder with Munsch
Hardt Kopf & Harr PC.

"The sale of a company's assets while in bankruptcy in accordance
with Section 363 of bankruptcy code is a hot topic these days.
This panel will help attorneys understand the current bankruptcy
environment for the selling off of assets," said Kitchens.  "I'm
pleased to be a part of a panel of such highly regarded
practitioners, and I look forward to the discussion."

Kitchens, who joined Hughes Watters in 1988, focuses his practice
on reorganizations and workouts for corporations and individuals,
the representation of secured creditors in and out of bankruptcy
and the representation of entities that seek to acquire assets out
of bankruptcy cases.  He also represents bankruptcy trustees and
creditors' committees.  Kitchens has been named one of Houston's
Best Lawyers by H-Texas Magazine and a Super Lawyer by Law &
Politics and Texas Monthly magazines for 2003-2007.  He is
certified in business bankruptcy law by the Texas Board of Legal
Specialization.

To register or for more information, please visit:

http://www.texasbarcle.com/materials/Programs/1680/Brochure.pdf.

                  About Hughes Watters Askanase

Headquartered in Houston, Texas, Hughes Watters Askanase LLP --  
http://www.hwa.com/--  has helped business organizations,  
financial institutions and individuals succeed with their business
endeavors.  The firm's attorneys support clients through every
stage of existence and operation, from formation to liquidation.   
The practice focuses on the six interrelated areas which provide
the greatest opportunities and most challenging obstacles:
business bankruptcy, business planning and strategy, default
servicing, real estate and finance, consumer financial services,
and commercial litigation.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Joel R. Windham
   Bankr. N.D. Ala. Case No. 08-81235
      Chapter 11 Petition filed April 23, 2008
         See http://bankrupt.com/misc/alnb08-81235.pdf

In Re U.S. Engineering Contractors Corp.
   Bankr. S.D. Fla. Case No. 08-15052
      Chapter 11 Petition filed April 23, 2008
         See http://bankrupt.com/misc/flsb08-15052.pdf

In Re Basa Perezic, Inc.
      dba Pine Grove Restaurant;
      fdba Perezic Enterprises, Inc.
   Bankr. N.D. Ill. Case No. 08-10041
      Chapter 11 Petition filed April 23, 2008
         See http://bankrupt.com/misc/ilnb08-10041.pdf

In Re Bene, Inc.
   Bankr. D. N.J. Case No. 08-17352
      Chapter 11 Petition filed April 23, 2008
         See http://bankrupt.com/misc/njb08-17352.pdf

In Re Ronald M. Wardezak
   Bankr. W.D. Penn. Case No. 08-22627
      Chapter 11 Petition filed April 23, 2008
         See http://bankrupt.com/misc/pawb08-22627.pdf

In Re Ivonne Curiel
   Bankr. N.D. Calif. Case No. 08-30676
      Chapter 11 Petition filed April 23, 2008
         Filed as Pro Se

In Re Stamford Capital Holdings, Inc.
   Bankr. D. Conn. Case No. 08-31274
      Chapter 11 Petition filed April 23, 2008
         Filed as Pro Se

In Re Carlos Enrico Casci
   Bankr. D. Minn. Case No. 08-31889
      Chapter 11 Petition filed April 23, 2008
         Filed as Pro Se

In Re French Oven Corp.
   Bankr. D. Alaska Case No. 08-00218
      Chapter 11 Petition filed April 24, 2008
         See http://bankrupt.com/misc/akb08-00218.pdf

In Re Rebong Pediatric Medical Group, P.C.
   Bankr. N.D. Calif. Case No. 08-52066
      Chapter 11 Petition filed April 25, 2008
         See http://bankrupt.com/misc/canb08-52066.pdf

In Re Local Service Corp.
   Bankr. D. Colo. Case No. 08-15543
      Chapter 11 Petition filed April 25, 2008
         See http://bankrupt.com/misc/cob08-15543.pdf

In Re R. Carrino of Central Florida, Inc.
   Bankr. M.D. Fla. Case No. 08-03300
      Chapter 11 Petition filed April 25, 2008
         See http://bankrupt.com/misc/flmb08-03300.pdf

In Re Jerry Ray Brooks
      dba B&B Builders;
      dba B&B Portable Buildings;
      dba B&B Storage Leasing, LLC;
      dba J&B Properties
   Bankr. W.D. Mo. Case No. 08-60710
      Chapter 11 Petition filed April 25, 2008
         See http://bankrupt.com/misc/mowb08-60710.pdf

In Re Patrick Corcoran
   Bankr. D. N.J. Case No. 08-17535
      Chapter 11 Petition filed April 25, 2008
         See http://bankrupt.com/misc/njb08-17535.pdf

In Re Taylor Nursery, Inc.
   Bankr. N.D. Ohio Case No. 08-13038
      Chapter 11 Petition filed April 25, 2008
         See http://bankrupt.com/misc/ohnb08-13038.pdf

In Re Hotel Treasure Island, Inc.
   Bankr. D. P.R. Case No. 08-02523
      Chapter 11 Petition filed April 25, 2008
         See http://bankrupt.com/misc/prb08-02523.pdf

In Re Lorraine L. Lundt
   Bankr. E.D. Calif. Case No. 08-25333
      Chapter 11 Petition filed April 25, 2008
         Filed as Pro Se

In Re MRI Industries, LLC
   Bankr. N.D. Texas Case No. 08-31941
      Chapter 11 Petition filed April 25, 2008
         See http://bankrupt.com/misc/txnb08-31941.pdf

In Re G.O. Enterprises of Washington, Inc.
   Bankr. W.D. Wash. Case No. 08-41855
      Chapter 11 Petition filed April 25, 2008
         See http://bankrupt.com/misc/wawb08-41855.pdf

In Re Stephen Walker
   Bankr. W.D. Ark. Case No. 08-71647
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/akwb08-71647.pdf

In Re IRG Networks, Inc.
   Bankr. C.D. Calif. Case No. 08-12200
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/cacb08-12200.pdf

In Re Donald Dominic Bertoni
   Bankr. N.D. Calif. Case No. 08-42078
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/canb08-42078.pdf

In Re God's Fountain of Love Learning Center, Inc.
   Bankr. N.D. Ga. Case No. 08-67677
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/ganb08-67677.pdf

In Re A.M.A. Restaurant, Inc.
      dba Diamond Sports Grille
   Bankr. D. Mass. Case No. 08-13020
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/mab08-13020.pdf

In Re Vickie M. Quickly
   Bankr. D. Md. Case No. 08-15865
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/mdb08-15865.pdf

In Re Grand Traverse Bay Entertainment, LLC
   Bankr. W.D. Mich. Case No. 08-03748
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/miwb08-03748.pdf

In Re Smokey Trails Campgound, LLC
   Bankr. W.D. N.C. Case No. 08-20052
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/ncwb08-20052.pdf

In Re William Patterson
   Bankr. D. N.J. Case No. 08-17681
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/njb08-17681.pdf

In Re V&J Cream, LLC
   Bankr. D. N.J. Case No. 08-17686
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/njb08-17686.pdf

In Re Fassett & Associates, P.C.
   Bankr. W.D. Penn. Case No. 08-10809
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/pawb08-10809.pdf

In Re Persian Empire Ent. Inc.
      dba Snappy Tomato Pizza
   Bankr. M.D. Fla. Case No. 08-03329
      Chapter 11 Petition filed April 28, 2008
         Filed as Pro Se

In Re Encore Automotive Group, LLC
   Bankr. M.D. Tenn. Case No. 08-03542
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/tnmb08-03542.pdf

In Re Charles Brad Keith fdba QSR Data Solutions
   Bankr. W.D. Wash. Case No. 08-41899
      Chapter 11 Petition filed April 28, 2008
         See http://bankrupt.com/misc/wawb08-41899.pdf

In Re New Source America, LLC
   Bankr. E.D. Ark. Case No. 08-12626
      Chapter 11 Petition filed April 29, 2008
         See http://bankrupt.com/misc/akeb08-12626.pdf

In Re RWG, Inc.
      dba Gaylord's Audio Connection;
      aka Gaylord's
   Bankr. W.D. Ark. Case No. 08-71660
      Chapter 11 Petition filed April 29, 2008
         See http://bankrupt.com/misc/akwb08-71660.pdf

In Re Great Oak Manor, LLC
   Bankr. D. Md. Case No. 08-15963
      Chapter 11 Petition filed April 29, 2008
         See http://bankrupt.com/misc/mdb08-15963.pdf

In Re Houle Property Group
   Bankr. W.D. N.Y. Case No. 08-21017
      Chapter 11 Petition filed April 29, 2008
         See http://bankrupt.com/misc/nywb08-21017.pdf

In Re Ebenezer Baptist Church
   Bankr. S.D. Ohio Case No. 08-32053
      Chapter 11 Petition filed April 29, 2008
         See http://bankrupt.com/misc/ohsb08-32053.pdf

In Re Inversiones Turisticas, Inc.
   Bankr. D. P.R. Case No. 08-02627
      Chapter 11 Petition filed April 29, 2008
         See http://bankrupt.com/misc/prb08-02627.pdf

In Re 5038 South Christiana, LLC
   Bankr. N.D. Ill. Case No. 08-10702
      Chapter 11 Petition filed April 29, 2008
         Filed as Pro Se

In Re Sonitrol of Mobile, Inc.
   Bankr. N.D. Ala. Case No. 08-02048
      Chapter 11 Petition filed April 29, 2008
         Filed as Pro Se

In Re David Wayne Christine
   Bankr. W.D. Mich. Case No. 08-03766
      Chapter 11 Petition filed April 29, 2008
         Filed as Pro Se

In Re John Thomas Posey
      dba John Thomas Posey State Farm Insurance Agent
   Bankr. W.D. Texas Case No. 08-60437
      Chapter 11 Petition filed April 29, 2008
         See http://bankrupt.com/misc/txwb08-60437.pdf


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
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.

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