TCR_Public/080502.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 2, 2008, Vol. 12, No. 104

                             Headlines

ABSPOKE 2005-IVA: Moody's Reviews 'B1' Rating for Possible Cut
ACE HARDWARE: S&P Attaches 'BB-' Rating; Gives Stable Outlook
AIRTRAN HOLDINGS: Grosses $140 Million on Securities Offerings
ALERIS INTERNATIONAL: S&P Maintains 'B+' Corporate Credit Rating
ALTIUS II: Declining Credit Quality Prompts Moody's Rating Cuts

AMERIQUEST MORTGAGE: S&P Downgrades Ratings on 70 Cert. Classes
ASSURED RESOURCES: Case Summary & Six Largest Unsecured Creditors
BANCO SURINVEST: Moody's Withdraws Ratings for Business Reasons
BASIS YIELD: Judge Gerber Dismisses Chapter 15 Case
BOOTHCO SAVANNAHS: Case Summary & 11 Largest Unsecured Creditors

BROADRIDGE FINANCIAL: S&P Downgrades Credit Rating to 'BB/B'
BURLINGTON COAT: Fitch Keeps 'B-' Issuer Rating on Ample Liquidity
CARECORPS MANAGEMENT: Case Summary & 20 Largest Unsec. Creditors
CASCADIA BEHAVIORAL: Facing Liquidity Crisis, May Go Belly-Up
CDC MORTGAGE: Fitch Downgrades Ratings on Certs. Totaling $271.5MM

CF HOSPITALITY: Case Summary & 39 Largest Unsecured Creditors
CENTRO NP: Moody's Maintains Review of 'B3' Senior Debt Ratings
CHASE FUNDING: Fitch Takes Rating Actions on Various Cert. Classes
CHERRY CREEK: Moody's Downgrades Ratings on Six Classes of Notes
CHRYSLER LLC: April Sales Drop 23% Due to Slowing SUV Demand

CHRYSLER LLC: April Sales in Canada Rises 8% Due to Retail Growth
CNH GLOBAL: S&P Upgrades Corporate Credit Rating From 'BB+'
COMMODORE CDO: Moody's Downgrades Ratings on Four Notes Classes
CONEXANT SYSTEMS: Posts $142MM Net Loss in Quarter Ended March 28
CONSTITUTIONAL CASUALTY: A.M. Best Lowers Issuer Rating to 'bb-'

COVANTA ENERGY: S&P Alters Outlook to Positive; Holds 'BB-' Rating
CWABS INC: S&P Downgrades Ratings on 13 Classes of Certificates
DANA CORP: Intends to Transfer Kentucky Operations to Mexico
DANA CORP: CAW Employees in Ontario Ratify Salary Increase Pact
DANA CORP: To Lay Off 340 St. Marys Employees in June 2008

DELPHI CORP: Court Approves DIP Facility Extension & Refinancing
DELPHI CORP: Court Approves Up to $650MM in GM Credit Extensions
DELPHINUS CDO: Moody's Downgrades Ratings on Seven Note Classes
DENMARK HOMES: South Carolina Housing Slump Cues Chapter 11 Filing
DENNY'S CORP: March 26 Balance Sheet Upside-Down by $172.2 Million

DUANE READE: S&P Lifts Corporate Credit Rating to 'CCC+' From CCC
EDUCATIONAL SERVICES: Case Summary & 17 Largest Unsec. Creditors
ENRON CORP: Federal Court Approves Cliff Baxter Estate Settlement
EPHESUS CAPITAL: Case Summary & 20 Largest Unsecured Creditors
FIRST FRANKLIN: Moody's Downgrades Ratings on 63 Classes of Certs.

FIRST FRANKLIN: S&P Downgrades Ratings on 29 Classes of Certs.
FORD MOTOR: April 2008 Sales Drops 12%, Focus Sales Ups 88%
FRENCH LICK: Distressed Exchange Offer Cues Moody's 'D' Ratings
FRENCH LICK: Tender Offer Cues S&P To Downgrade Rating to 'SD'
FTD INC: S&P Assigns 'B+' Rating on Negative Watch Pending Review

GAINEY CORP: S&P Puts 'CCC+' Corporate Rating on Negative Watch
GLACIER FUNDING: Moody's Cuts Ratings on Poor Credit Quality
HARRINGTON SCHWEERS: Receiver Wants Involuntary Filing Dismissed
HEALTH NET: S&P Changes Outlook to Negative; Holds 'BB+' Rating
HILITE INT'L: Tight Liquidity Prompts S&P's Rating Cut to 'B-'

HOME DEPOT: Cuts 1,300 Jobs and Closes 15 Stores
HOOP HOLDINGS: Closes Asset Sale Deal with Walt Disney Affiliates
IAC/INTERACTIVECORP: Net Income Drops to $52MM in 2008 1st Quarter
INTRALINKS INC: S&P Changes Outlook to Negative; Holds 'B' Rating
ISCHUS SYNTHETIC: Moody's Cuts Ratings on Three Classes of Notes

ISCHUS SYNTHETIC: Six Classes of Notes Get Moody's Rating Cuts
KLEROS REAL: Moody's Downgrades Ratings on Eight Classes of Notes
KLEROS REAL: Three Classes of Notes Get Moody's Rating Downgrades
LEHMAN BROTHERS: Fitch Takes Rating Actions on Various Classes
MAGNOLIA FINANCE: Moody's Downgrades Ratings on Five Note Classes

MAGUIRE PROPERTIES: Board Might Reconsider CEO's Acquisition Bid
MERRILL LYNCH: Moody's Downgrades Ratings on 30 Classes of Certs.
MOUNT SKYLIGHT: Weak Credit Quality Cues Moody's Rating Downgrades
NATIONAL CENTURY: Prosecutors Seek $1.7BB From Convicted Execs
NATIONAL CENTURY: Amedisys Wants to Take Part in MDL Proceedings

NBE 2005: Case Summary & Eight Largest Unsecured Creditors
NEUMANN HOMES: Can Access $400,000 Loan From Guaranty Bank et al.
NEUMANN HOMES: Guaranty's & IndyMac's Collateral Up For Sale
NORTH STREET: Moody's Cuts Ratings on $60 Mil. Certs. to 'B2'
OPPENHEIMER HOLDINGS: Moody's Gives Stable Outlook on B1 Ratings

OPTION ONE: Completes $1.3 Billion Buyout Deal with WL Ross' Unit
PABO LLC: Voluntary Chapter 11 Case Summary
PACIFIC LUMBER: Plan Confirmation Hearing Continues
PACIFIC LUMBER: Indenture Trustee Modifies First Amended Plan
PACIFIC LUMBER: Heartland Commission Files Amended Plan

PACIFIC LUMBER: Humboldt County Withdraws Objection to PALCO Plan
PACKAGING DYNAMICS: Moody's Cuts Ratings to 'B2' on 2007 Shortfall
PEOPLE'S CHOICE: Fitch Cuts Ratings on Certs. Totaling $82.4 Mil.
PETRA CRE: Fitch Maintains Ratings on All Classes of CDO 2007-1
PHH MORTGAGE: Moody's Takes Rating Actions on Various Classes

POST ROAD HOLDING: Case Summary & Two Largest Unsecured Creditors
POWERMATE HOLDINGS: Can File Schedules & Statements Until May 30
PRISM GRAPHICS: Case Summary & Four Largest Unsecured Creditors
PYXIS ABS: Fitch Downgrades Ratings on Six Classes of Notes
QUEBECOR WORLD: Posts $2.2 Billion Net Loss for Full Year 2007

QUEBECOR WORLD: To Cut 700 Jobs at Connecticut and Ontario Sites
RANGE RESOURCES: Moody's Keeps 'Ba2' Ratings on Stable Metrics
RESIDENTIAL ACCREDIT: Fitch Acts on Various Certificates' Ratings
RESIDENTIAL CAPITAL: Seeks Alternatives to Arrest Liquidity Woes
RIDGEWAY COURT: Fitch Downgrades Ratings on 10 Classes of Notes

SAIL TRUSTS: Fitch Downgrades Ratings on Certs. Totaling $80.3MM
SAINT VINCENT: Trustee Files $1.2BB Malpractice Case vs. McDermott
SASCO CERTIFICATES: Fitch Takes Various Rating Actions on Certs.
SILVER MARLIN: Fitch Downgrades Ratings on Eight Classes of Notes
SIRVA INC: Files First Amended Prepackaged Joint Plan

SPRINT NEXTEL: S&P Cuts Rating to BB from BBB- and Removes Watch
STANDARD PACIFIC: To Hold Annual Stockholders' Meeting on May 14
STANDARD PACIFIC: CalPERS Wants Board of Directors Declassified
SVP HOLDINGS: Moody's Gives Negative Outlook; Cuts Rating to 'B2'
THERMADYNE HOLDINGS: S&P Upgrades Corp. Rating to 'B-' From 'CCC+'

THORNBURG MORTGAGE: MatlinPatterson Gets Two Board Seats
TRIBECA PARK: S&P Puts 'BB' Rating on $10 Million Class D Notes
UNION PLANTERS: Fitch Takes Rating Affirmations on Various Classes
USEC INC: Earns $4.4 Million in First Quarter Ended March 31
UTSTARCOM INC: Two Executives Pay $175,000 in Settlement with SEC

WAVE SYSTEMS: Gets Nasdaq Market Notice on Listing Non-Compliance
WESTERN REFINING: Weak Measures Prompts S&P's Rating Cut to 'B+'
WHITNEY LANE: Case Summary & 14 Largest Unsecured Creditors
ZIFF DAVIS: Judge Approves Disclosure Statement on Ch. 11 Plan
ZIFF DAVIS: Court Approves Voting Protocol & Timeline

* Fitch Reports Warning Signs Amid Stable Credit Card ABS Biz
* Moody's Says Airline Merger Is Challenging Despite Good Factors
* S&P Downgrades Ratings on 75 Tranches From 12 CDO Transactions

* Gersten Savage Will Hold Small-cap Seminar in Calgary on May 8

* BOOK REVIEW: Dangerous Pursuits - Mergers and Acquisitions in
                     the Age of Wall Street

                             *********

ABSPOKE 2005-IVA: Moody's Reviews 'B1' Rating for Possible Cut
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by ABSpoke
2005-IVA, Ltd.:

Class Description: Variable Floating Rate Notes due 2039

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

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


ACE HARDWARE: S&P Attaches 'BB-' Rating; Gives Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Oak Brook, Illinois-based Ace Hardware Corp., a
retailer-owned convenience hardware cooperative.  The outlook is
stable.
     
At the same time, S&P assigned its recovery rating to the
company's proposed $300 million senior secured notes, which mature
in 2016.  S&P rated the notes 'BB-' (the same as the corporate
credit rating on Ace) with a recovery rating of '4', indicating
that lenders can expect average (30%-50%) recovery of principal in
the event of payment default.  The proceeds from the senior
secured notes, along with cash on hand, will be used to refinance
the company's existing senior unsecured revolver and private
placement notes.
     
"The ratings on Ace reflect the company's participation in the
competitive and fragmented convenience hardware industry, its
modest sensitivity to the residential housing market, and recent
accounting issues," said Standard & Poor's credit analyst David
Kuntz.  Aggressive capital structure and fair credit protection
measures are other important factors.  "However, the company's
good market position and recognized brand name temper these
factors somewhat," added Mr. Kuntz.


AIRTRAN HOLDINGS: Grosses $140 Million on Securities Offerings
--------------------------------------------------------------
In conjunction with the initial closing of the public offering of
its debt and equity securities, AirTran Holdings, Inc., parent
company of AirTran Airways, Inc., issued a statement from Bob
Fornaro, president and chief executive officer:

"The successful completion of these offerings, in combination with
our low cost structure, high quality product and young all-Boeing
fleet, provides improved financial flexibility and uniquely
positions AirTran Airways for the challenges the industry faces in
dealing with record high fuel costs.  AirTran Airways is on solid
footing during these turbulent times in the industry as evidenced
by these:

   -- The initial closings of our concurrent offerings of our 5.5%
      Convertible Senior Notes due 2015 and our common stock have
      been completed, including the full exercise of the
      underwriters' over-allotment option on our Convertible
      Senior Notes.  Net proceeds to the company of the concurrent
      offerings (including escrowed funds of approximately
      $12.3 million), were approximately $140.3 million.  A
      closing with respect to the sale of an additional 2,346,875
      shares of common stock pursuant to a partial exercise of the
      underwriters' over-allotment option is scheduled to occur
      today, May 2, 2008.

   -- Enhanced invested cash balances.

   -- Lowest non-fuel unit costs in the industry -- a position we
      intend to maintain.

   -- Proactively re-casting our business for success in a high
      fuel environment.

   -- Reducing our capacity growth against the current environment
      from a prior planned 10% from Sept. through Dec. 2008 and
      from a prior planned 10% in 2009 to no more than flat in
      both periods to improve unit revenue.

   -- Managing our fleet order to maintain balance of capacity and
      revenue.

   -- Number one airline in quality as ranked by the Airline
      Quality Rating.

"AirTran Airways has a history of managing through industry
challenges and coming out stronger.  High fuel prices will create
both challenges and opportunities, and we want to be in a position
to manage these challenges and to take advantage of the
opportunities as they arise."

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

                          *     *     *

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


ALERIS INTERNATIONAL: S&P Maintains 'B+' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Aleris
International Inc., including its 'B+' corporate credit rating.  
At the same time, S&P removed the ratings from CreditWatch, where
they were placed with negative implications on April 17, 2008.  
The outlook is negative.
     
Pro forma consolidated debt, including debt-like obligations and
reflecting the November 2007 sale of U.S. Zinc, was about
$2.7 billion at Dec. 31, 2007.
     
"The affirmation and CreditWatch removal reflects our expectation
that operating performance will improve as 2008 progresses because
of the combination of productivity improvements and increased
volumes in the second half," said Standard & Poor's credit analyst
Maurice Austin.  "In addition, S&P expect the company's favorable
liquidity position to be adequate to support Aleris through the
ongoing end-market downturn.  Still, credit measures remain very
weak for the current rating and provide little cushion against
further deterioration.  A prolonged period of weakness in the
transportation and construction markets could significantly
constrain the company's ability to generate cash and to lower its
debt burden."
     
Beachwood, Ohio-based Aleris manufactures aluminum sheet for
distributors and the transportation, construction, and consumer
durables end-user markets.
     
Mr. Austin said, "We could lower the ratings if the company's
operating performance does not improve and if Aleris doesn't
reduce its debt to maintain the ratio of debt to EBITDA below 5.5x
for the current rating.  S&P are less likely to revise the outlook
to stable this year.  Such an action would depend on an
improvement in profitability in conjunction with positive market
trends."


ALTIUS II: Declining Credit Quality Prompts Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Altius II Funding, Ltd.

Class Description: $84,000,000 Class A-2 Floating Rate Notes Due
2040

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

Moody's also downgraded and left on review for possible further
downgrade the ratings on these notes:

Class Description: $58,000,000 Class B Floating Rate Notes Due
2040

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

Class Description: $18,750,000 Class C Floating Rate Notes Due
2040

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

Class Description: $11,250,000 Class D Floating Rate Notes Due
2040

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

Class Description: Preferred Shares

  -- Prior Rating: Ba1, 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.


AMERIQUEST MORTGAGE: S&P Downgrades Ratings on 70 Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 70
classes of mortgage pass-through certificates from 19 Ameriquest
Mortgage Securities transactions.  In addition, S&P affirmed its
ratings on 187 classes from 36 series.
     
The downgrades reflect the deteriorating performance of the
collateral pools, as monthly net losses continue to outpace
monthly excess interest cash flows.  These losses have caused the
steady erosion of the classes' credit support, specifically
overcollateralization.  As of the March 2008 distribution period,
the O/C amounts for 15 of the 19 transactions were below
their respective targets.  Severe delinquencies (90-plus days,
foreclosures, and REOs) for these 19 transactions ranged from
6.16% of the current pool balance for series 2003-9 to 21.83% for
series 2004-R9.  Cumulative realized losses ranged from 0.69% of
the original pool balance for series 2005-R9 to 2.96% for series
2004-R4.  S&P lowered the rating on class M-7 from series 2004-R4
to 'D' because this class had realized $483,295.22 in losses as of
the March 2008 remittance.
     
The affirmed ratings reflect adequate actual and projected credit
support percentages at the current rating levels.  As of the March
2008 remittance period, severe delinquencies ranged from 4.33% for
series 2003-IA1 to 20.03% for series 2003-AR1.  Cumulative
realized losses ranged from 0.68% for series 2004-IA1 to 2.97% for
series 2002-3.
     
Credit support is provided by subordination, O/C, and excess
spread. In addition, series 2002-D has primary mortgage insurance.   
The collateral consists of 30-year, adjustable-rate, fully
amortizing, subprime mortgage loans secured by first liens on one-
to four-family residential properties.

                         Ratings Lowered

                Ameriquest Mortgage Securities Inc.
                          Series 2002-D

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-2        03072SEC5     BBB            BBB+

                Ameriquest Mortgage Securities Inc.
                          Series 2003-AR3

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-6        03072SHL2     B              BBB-

                Ameriquest Mortgage Securities Inc.
                          Series 2003-9

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-6        03072SKB0     BB             BBB-

                Ameriquest Mortgage Securities Inc.
                          Series 2003-11

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-5        03072SMC6     BB             BBB
              M-6        03072SMD4     CCC            BBB-
              M-4B       03072SMB8     BBB            BBB+

                Ameriquest Mortgage Securities Inc.
                          Series 2003-12

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-3        03072SMZ5     BBB-           A-
              M-4        03072SNA9     B+             BBB+
              M-5        03072SNB7     B              BBB
              M-6        03072SNC5     CCC            BBB-

                Ameriquest Mortgage Securities Inc.
                          Series 2003-13

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-3        03072SNG6     BBB            A-
              M-4        03072SNH4     BB             BBB+
              M-5        03072SNJ0     B              BBB
              M-6        03072SNK7     CCC            BBB-

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R4

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-7        03072SRR8     D              CCC

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R5

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-5        03072SSB2     BB-            BBB
              M-6        03072SSC0     BB-            BBB-
              M-7        03072SSG1     CCC            BB+

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R7

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-8        03072STP0     BBB            A-
              M-9        03072STQ8     BB             BBB+
              M-10       03072STR6     B              BBB
              M-11       03072STS4     CCC            BBB-

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R8

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-6        03072SUE3     BBB            A-
              M-7        03072SUF0     BB-            BBB+
              M-8        03072SUG8     B              BBB
              M-9        03072SUH6     CCC            BBB-
              M-10       03072SUJ2     CCC            BB+

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R9

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-5        03072SUS2     BBB            A-
              M-6        03072SUT0     B              BBB+
              M-7        03072SUU7     B-             BBB
              M-8        03072SUV5     CCC            BBB-
              M-9        03072SUX1     CCC            BB+

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R10

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-7        03072SVX0     BBB            BBB+
              M-8        03072SVY8     BB             BBB
              M-9        03072SVZ5     B              BBB-
              M-10       03072SWA9     CCC            BB+

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R11

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-5        03072SWU5     BB+            A
              M-6        03072SWV3     BB-            A-
              M-7        03072SWW1     B              BBB+
              M-8        03072SWX9     B-             BBB
              M-9        03072SWY7     CCC            BBB-
              M-10       03072SWZ4     CCC            BB+

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R12

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-6        03072SXJ9     BB+            A-
              M-7        03072SXK6     BB             BBB+
              M-8        03072SXL4     BB-            BBB
              M-9        03072SXM2     B-             BBB-
              M-10       03072SXP5     CCC            BB+

                Ameriquest Mortgage Securities Inc.
                          Series 2005-R1

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-8        03072SYF6     BB             BBB-
              M-9        03072SYG4     B              BB
              M-10       03072SYH2     CCC            BB

                Ameriquest Mortgage Securities Inc.
                          Series 2005-R2

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-9        03072SYZ2     BB             BBB-
              M-10       03072SZD0     B              BB+
              M-11       03072SZE8     CCC            BB

                Ameriquest Mortgage Securities Inc.
                          Series 2005-R5

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-6        03072SE76     BBB            A
              M-7        03072SE84     BBB-           BBB+
              M-8        03072SE92     B+             BBB
              M-9        03072SF26     B-             BBB-
              M-10       03072SF34     CCC            BB+
              M-11       03072SF42     CCC            BB

                Ameriquest Mortgage Securities Inc.
                          Series 2005-R6

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-6        03072SG74     BBB            A-
              M-7        03072SG82     BB+            BBB+
              M-8        03072SG90     BB-            BBB
              M-9        03072SH24     B              BBB-
              M-10       03072SH65     CCC            BB+
              M-11       03072SH73     CCC            B

                Ameriquest Mortgage Securities Inc.
                          Series 2005-R9

                                            Rating
                                            ------
              Class      CUSIP         To             From
              -----      -----         --             ----
              M-7        03072SQ99     BBB            BBB+
              M-8        03072SR23     BB             BBB
              M-9        03072SR31     B              BBB-
              M-10       03072SR49     B-             BB
              M-11       03072SR56     CCC            B

                        Ratings Affirmed

                Ameriquest Mortgage Securities Inc.
                          Series 2001-2

              Class      CUSIP         Rating
              -----      -----         ------
              M-2        03072SBD6     A+
              M-3        03072SBE4     BBB

                Ameriquest Mortgage Securities Inc.
                          Series 2002-2

              Class      CUSIP         Rating
              -----      -----         ------
              M-2        03072SCH6     AA
              M-3        03072SCJ2     BBB
              M-4        03072SCK9     CCC

                Ameriquest Mortgage Securities Inc.
                          Series 2002-AR1

              Class      CUSIP         Rating
              -----      -----         ------
              M-1        03072SDB8     AAA
              M-2        03072SDC6     BBB
              M-3        03072SDD4     CCC
              M-4        03072SDE2     CCC

                Ameriquest Mortgage Securities Inc.
                          Series 2002-3

              Class      CUSIP         Rating
              -----      -----         ------
              M-2        03072SCV5     A+
              M-3        03072SCW3     BBB

                Ameriquest Mortgage Securities Inc.
                          Series 2002-C

              Class      CUSIP         Rating
              -----      -----         ------
              M-1        03072SDF9     BBB

                Ameriquest Mortgage Securities Inc.
                          Series 2002-4

              Class      CUSIP         Rating
              -----      -----         ------
              M-2        03072SDJ1     AA-
              M-3        03072SDK8     BBB
              M-4        03072SDL6     CCC

                Ameriquest Mortgage Securities Inc.
                          Series 2002-D

              Class      CUSIP         Rating
              -----      -----         ------
              M-1        03072SEB7     A

                Ameriquest Mortgage Securities Inc.
                          Series 2003-AR1

              Class      CUSIP         Rating
              -----      -----         ------
              M-2        03072SEK7     A
              M-3        03072SEL5     BBB
              M-4        03072SEM3     BBB-

                Ameriquest Mortgage Securities Inc.
                          Series 2003-2

              Class      CUSIP         Rating
              -----      -----         ------
              M-1        03072SES0     AA+
              M-2        03072SET8     BB
              M-3        03072SEU5     CCC

                Ameriquest Mortgage Securities Inc.
                          Series 2003-1

              Class      CUSIP         Rating
              -----      -----         ------
              M-1        03072SEY7     AA+
              M-2        03072SEZ4     BBB
              MF-3       03072SFB6     CCC
              MV-3       03072SFA8     CCC

                Ameriquest Mortgage Securities Inc.
                          Series 2003-5

              Class      CUSIP         Rating
              -----      -----         ------
              A-5        03072SFX8     AAA
              A-6        03072SFY6     AAA
              M-1        03072SFZ3     AA+
              M-2        03072SGA7     AA
              M-3        03072SGB5     A-

                Ameriquest Mortgage Securities Inc.
                          Series 2003-6

              Class      CUSIP         Rating
              -----      -----         ------
              M-1        03072SGP4     AA
              M-2        03072SGQ2     A
              M-3        03072SGR0     A-
              M-4        03072SGS8     BBB+
              M-5        03072SGT6     B

                Ameriquest Mortgage Securities Inc.
                          Series 2003-AR3

              Class      CUSIP         Rating
              -----      -----         ------
              M-2        03072SHG3     A+
              M-3        03072SHH1     A
              M-4        03072SHJ7     BBB+
              M-5        03072SHK4     BBB

                Ameriquest Mortgage Securities Inc.
                          Series 2003-7

              Class      CUSIP         Rating
              -----      -----         ------
              A          03072SHQ1     AAA
              M-1        03072SHR9     AAA
              M-2        03072SHS7     AA+
              M-3        03072SHT5     A+
              M-4        03072SHU2     BB
              M-5        03072SHV0     CCC

                Ameriquest Mortgage Securities Inc.
                          Series 2003-8

              Class      CUSIP         Rating
              -----      -----         ------
              AV-1       03072SHW8     AAA
              AV-2       03072SHX6     AAA
              AF-5       03072SJD8     AAA
              M-1        03072SJG1     AA
              M-2        03072SJH9     A
              M-3        03072SJJ5     BBB-
              M-4        03072SJK2     B
              M-5        03072SJL0     CCC
              MV-6       03072SJM8     CCC
              MF-6       03072SJN6     CCC

                Ameriquest Mortgage Securities Inc.
                          Series 2003-9

              Class      CUSIP         Rating
              -----      -----         ------
              AV-1       03072SJQ9     AAA
              AV-2       03072SJR7     AAA
              AF-2       03072SJT3     AAA
              AF-3       03072SJU0     AAA
              M-1        03072SJW6     AA
              M-2        03072SJX4     A
              M-3        03072SJY2     A-
              M-4        03072SJZ9     BBB+
              M-5        03072SKA2     BBB

                Ameriquest Mortgage Securities Inc.
                          Series 2003-10

              Class      CUSIP         Rating
              -----      -----         ------
              AV-1       03072SKH7     AAA
              AV-2       03072SKJ3     AAA
              AF-5       03072SKP9     AAA
              AF-6       03072SKQ7     AAA
              M-2        03072SKS3     A
              M-3        03072SKT1     A-
              M-4        03072SKU8     BBB+
              M-5        03072SKV6     BBB
              MV-6       03072SKW4     BBB-
              MF-6       03072SKX2     BBB-

                Ameriquest Mortgage Securities Inc.
                          Series 2003-11

              Class      CUSIP         Rating
              -----      -----         ------
              AV-1       03072SLM5     AAA
              AV-2       03072SLN3     AAA
              AV-4       03072SMF9     AAA
              AF-5       03072SLT0     AAA
              AF-6       03072SLU7     AAA
              M-1        03072SLV5     AA
              M-2        03072SLW3     A
              M-3B       03072SLZ6     A-
              M-3        03072SLX1     A-

                Ameriquest Mortgage Securities Inc.

              Class      CUSIP         Rating
              -----      -----         ------
              AV-1       03072SMT9     AAA
              AF         03072SMV4     AAA
              M-1        03072SMX0     AA
              M-2        03072SMY8     A

                Ameriquest Mortgage Securities Inc.
                          Series 2003-13

              Class      CUSIP         Rating
              -----      -----         ------
              AV-1       03072SND3     AAA
              AV-2       03072SML6     AAA
              AF-4       03072SMQ5     AAA
              AF-5       03072SMR3     AAA
              AF-6       03072SMS1     AAA
              M-1        03072SNE1     AA
              M-2        03072SNF8     A

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R2

              Class      CUSIP         Rating
              -----      -----         ------
              A-1A       03072SPX7     AAA
              A-1B       03072SPD1     AAA
              A-4        03072SPG4     AAA
              M-1        03072SPH2     AA+
              M-2        03072SPJ8     AA
              M-3        03072SPK5     AA-
              M-4        03072SPL3     A+
              M-5        03072SPM1     A
              M-6        03072SPN9     A-
              M-7        03072SPP4     BB+
              M-8        03072SPQ2     B
              M-9        03072SPR0     CCC

                Ameriquest Mortgage Securities Inc.
                          Series 2004-FR1

              Class      CUSIP         Rating
              -----      -----         ------
              A-5        03072SQN8     AAA
              A-6        03072SQP3     AAA
              A-7        03072SQQ1     AAA
              M-1        03072SQR9     AA+
              M-2        03072SQS7     AA
              M-3        03072SQT5     AA-
              M-4        03072SQU2     A+
              M-5        03072SQV0     A
              M-6        03072SQW8     A-
              M-7        03072SQX6     BBB+
              M-8        03072SQY4     BBB
              M-9        03072SQZ1     BBB-

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R3

              Class      CUSIP         Rating
              -----      -----         ------
              A-1A       03072SRA5     AAA
              A-1B       03072SPY5     AAA
              A-4        03072SQB4     AAA
              M-1        03072SQC2     AA
              M-2        03072SQD0     A
              M-3        03072SQE8     A-
              M-4        03072SQF5     BBB+
              M-5        03072SQG3     BB
              M-6        03072SQH1     B
              M-7        03072SRB3     CCC

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R4

              Class      CUSIP         Rating
              -----      -----         ------
              M-1        03072SRF4     AA
              M-2        03072SRG2     A
              M-3        03072SRH0     BBB-
              M-4        03072SRQ0     B
              M-5        03072SRJ6     B-
              M-6        03072SRK3     CCC

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R5

              Class      CUSIP         Rating
              -----      -----         ------
              A-1A       03072SRS6     AAA
              A-1B       03072SRT4     AAA
              M-1        03072SRX5     AA
              M-2        03072SRY3     A
              M-3        03072SRZ0     A-
              M-4        03072SSA4     BBB+

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R7

              Class      CUSIP         Rating
              -----      -----         ------
              A-1        03072STB1     AAA
              A-4        03072STE5     AAA
              A-6        03072STT2     AAA
              M-1        03072STG0     AAA
              M-2        03072STH8     AA+
              M-3        03072STJ4     AA+
              M-4        03072STK1     AA
              M-5        03072STL9     AA-
              M-6        03072STM7     A+
              M-7        03072STN5     A

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R8

              Class      CUSIP         Rating
              -----      -----         ------
              A-1        03072STU9     AAA
              A-4        03072STX3     AAA
              A-5        03072STY1     AAA
              M-1        03072STZ8     AA+
              M-2        03072SUA1     AA
              M-3        03072SUB9     AA-
              M-4        03072SUC7     A+
              M-5        03072SUD5     A

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R9

              Class      CUSIP         Rating
              -----      -----         ------
              A-1        03072SUW3     AAA
              A-4        03072SUM5     AAA
              M-1        03072SUN3     AA+
              M-2        03072SUP8     AA
              M-3        03072SUQ6     AA-
              M-4        03072SUR4     A

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R10

              Class      CUSIP         Rating
              -----      -----         ------
              A-1        03072SVL6     AAA
              A-4        03072SVP7     AAA
              A-5        03072SVQ5     AAA
              M-1        03072SVR3     AA+
              M-2        03072SVS1     AA
              M-3        03072SVT9     AA-
              M-4        03072SVU6     A+
              M-5        03072SVV4     A
              M-6        03072SVW2     A-

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R11

              Class      CUSIP         Rating
              -----      -----         ------
              A-1        03072SWN1     AAA
              A-2        03072SWP6     AAA
              M-1        03072SWQ4     AA+
              M-2        03072SWR2     AA
              M-3        03072SWS0     AA-
              M-4        03072SWT8     A+

                Ameriquest Mortgage Securities Inc.
                          Series 2004-R12

              Class      CUSIP         Rating
              -----      -----         ------
              A-1        03072SXA8     AAA
              A-4        03072SXN0     AAA
              M-1        03072SXD2     AA+
              M-2        03072SXE0     AA
              M-3        03072SXF7     AA-
              M-4        03072SXG5     A+
              M-5        03072SXH3     A


ASSURED RESOURCES: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Assured Resources, LLC
             50 W. Big Beaver, Ste. 245
             Troy, MI 48084

Bankruptcy Case No.: 08-50046

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Assured Source PEO, LLC                    08-50053
        Assured Source PEO 2, LLC                  08-50056

Chapter 11 Petition Date: April 25, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtors' Counsel: Matthew W. Frank, Esq.
                  Email: frankandfrank@comcast.net
                  30833 Northwestern Hwy., Ste. 205
                  Farmington Hills, MI 48334
                  Tel: (248) 932-1440

Estimated Assets: $1 million to $10 million

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

A. Assured Resources, LLC's Two Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
IRS                            $203,276
Cincinnati, OH 45999

Michigan Dept. of Treasury     $110,000
Lansing, MI 48922

B. Assured Source PEO, LLC's Two Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
IRS                            $195,177
Cincinnati, OH 45999

Michigan Dept. of Treasury     $54,000
Lansing, MI 48922

C. Assured Source PEO 2, LLC's Two Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Michigan Dept. of Treasury     $137,000
Lansing, MI 48922

IRS                            $82,830
Cincinnati, OH 45999


BANCO SURINVEST: Moody's Withdraws Ratings for Business Reasons
---------------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings for
Banco Surinvest S.A. for business reasons.

Banco Surinvest S.A. held $2.3 billion in assets and $553 million
in equity as of Dec. 31, 2007.

The bank has no rated foreign currency debt outstanding.

These ratings were withdrawn:

  -- Bank financial strength rating of E+ with a stable outlook

  -- Long term local currency deposit rating of B3, with a
     positive outlook

  -- Short term local currency deposit rating of Not Prime

  -- Long term foreign currency deposit rating of B3, with a
     positive outlook

  -- Short term foreign currency deposit rating of Not Prime

  -- Local currency national scale deposit rating of Baa3.uy

  -- Foreign currency national scale deposit rating of Baa3.uy


BASIS YIELD: Judge Gerber Dismisses Chapter 15 Case
---------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has dismissed, without prejudice,
the Chapter 15 case of Basis Yield Alpha Fund (Master) on
April 30, 2008.
  
As reported in the Troubled Company Reporter on April 21, 2008,
Hugh Dickson, Stephen John Akers, and Paul Andrew Billingham,
Basis Yield's foreign representatives, sought dismissal of the
company's case on April 3, 2008.

No party objected to the dismissal request as of the April 23
objection deadline.

Basis Yield, a Cayman Islands-based mutual fund managed by Basis
Capital Fund Management Ltd., in Australia, sought Chapter 15
protection of its U.S.-based assets a day after it filed a
petition for authority to wind up its operations before the Grand
Court of the Cayman Islands on Aug. 28, 2007.  Basis Yield, which
invested heavily in the U.S. subprime lending market, suffered a
significant devaluation of its asset portfolio following the
volatility in the U.S. subprime market.

Basis Yield is estimated to have more than $100,000,000 in total
assets and total liabilities, and less than 49 creditors,
according to its Chapter 15 petition.  According to Basis Yield's
foreign representatives, more than $50,000,000 of the hedge
fund's assets, held by various financial institutions, are
located within the United States.

On Jan. 16, 2008, Judge Gerber denied Basis Yield's summary
judgment motion for the recognition of the Cayman Islands
liquidation case as a "foreign main proceeding" under Section
1517(b)(1) of the U.S. Bankruptcy Code  or as a "foreign nonmain
proceeding" under Section 1517(b)(2) after finding that none of
the papers filed by the Foreign Representatives have addressed
any of the factors that would support recognition of Basis
Yield's Cayman Islands case as a foreign main proceeding.

Basis Yield's Foreign Representatives are represented by Karen B.
Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New York.

                        About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


BOOTHCO SAVANNAHS: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Boothco Savannahs, LLC
        dba Savannahs, Georgia Oaks, Bellevue Pines & Mouse
        Properties
        622 East Tennessee St., Ste. 200
        Tallahassee, FL 32308

Bankruptcy Case No.: 08-40260

Chapter 11 Petition Date: April 25, 2008

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: C. Edwin Rude, Jr., Esq.
                  Email: edrudelaw@earthlink.net
                  211 E. Call St.
                  Tallahassee, FL 32301-7607
                  Tel: (850) 222-2311
                  Fax: (850) 222-2120

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Booth Holdings Booth Trust                           $433,578
625 East Tennessee St.,
Ste. 200
Tallahassee, FL 32308

City of Tallahassee                                  $7,394
300 S. Adams St.
Tallahassee, FL 32301

Southland Commercial                                 $2,900
2065 Thomasville Road
Tallahassee, FL 32308

Osceola Ridge II, LLC                                $851

Leon County Tax Collector      Savannahs personal    $487
                               property tax

                               Bellevue Pines        $173
                               personal property
                               tax

                               Georgia Oaks personal $10
                               property tax

E. Marshall Enterprises                              $605

Embarq                                               $193

Sheriff of Leon County                               $140

Tallahassee Plaza, LLC                               $69

Extreme Carpet Care                                  $45

Dax                                                  $24


BROADRIDGE FINANCIAL: S&P Downgrades Credit Rating to 'BB/B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Broadridge Financial Solutions Inc. to 'BB/B' from 'BBB-
/A-3'.  The outlook is now negative.
      
"The downgrade and negative outlook reflect our concerns about
management's risk appetite as well as corporate and risk
management governance, in particular, at the regulated broker
dealer, Ridge Clearing," said Standard & Poor's credit analyst
Helene De Luca.  

In the quarters ended Dec. 31, 2007, and Mar. 31, 2008, management
exhibited more aggressive risk appetite at Ridge Clearing than
exhibited and articulated previously. In S&P's opinion, the
balance-sheet risks taken outsized the capital base at Ridge and
consolidated the capital base at Broadridge.  They also stressed
the firm's liquidity capacity.  In S&P's opinion, the risk-
management process and risk limit-setting process for evaluating
transactions outside of usual limits was not sufficient.
     
The more aggressive risk appetite and stress on liquidity is
evidenced in Broadridge's reported financials.  Securities
clearing receivables increased by $375 million to $1.7 billion,
and demand short-term borrowings under the securities clearing
credit facilities at Ridge increased by $317 million to
$426 million at Dec. 31, 2007, from the prior quarter end.  This
short-term rise in borrowings pushed total debt to $949 million,
from $683 million at the end of the previous quarter.  It pushed
leverage (total debt-to-EBITDA) to 2.3x from 1.6x at the end of
the prior quarter.  Given the short-term nature of the increase in
demand borrowings, S&P expect total debt to return to former
levels for the quarter ended March 31, 2008.
     
Consolidated capital, although improved since the March 2007 spin-
off from Automatic Data Processing, is still weak at $56.6 million
at Dec 31, 2007, providing limited cushion against large losses.   
Financial leverage (adjusted net assets divided by adjusted
tangible equity) was high at 39.6x at Dec. 31, 2007, and the total
debt-to-capital ratio (total debt divided by total debt + equity)
was high at 61%.  As Broadridge continues to pay down debt and
grow the business, S&P expects to see reduced leverage and
stronger capital.
     
S&P recognizes management's efforts during the past several weeks
to evaluate its risk management framework and the risk appetite at
Ridge.  Management has articulated initial guidance for a
reduction in risk appetite and improvement of risk-management
processes.  S&P will continue to evaluate the firm's risk
management processes and governance.
     
Positive factors for the ratings continue to include Broadridge's
strong franchise reputation and track record of providing market-
leading services for more than 40 years.  Additionally,
Broadridge's management has a deep knowledge of the business and
years of experience working together.  Consolidated interest
expense coverage and profitability are good for the revised  
rating.  EBITDA margins have improved slightly on a trend basis;
however, profitability fluctuates from quarter to quarter, driven
by the unique seasonality of Broadridge's business profile, as
well as the fact that the company is in an investing or growth
stage.
     
The negative outlook reflects S&P's concerns about the increased
risk taking relative to Broadridge and Ridge's liquidity and
capital profiles.  There could be a further downgrade if risk
taking continues to outsize the liquidity and capital adequacy of
Ridge or Broadridge.  Additionally, there could be negative
ratings actions if earnings or interest expense coverage weaken
materially or if leverage increases materially.
     
The outlook could be changed to stable if risk management
processes, governance and appetite are brought in line, on a
sustainable basis, with Ridge and Broadridge's capital adequacy
and liquidity profile.  S&P expects Broadridge to maintain its
competitive position and manage industry risk, reduce leverage by
paying down debt, and meet its earnings and interest coverage
targets.


BURLINGTON COAT: Fitch Keeps 'B-' Issuer Rating on Ample Liquidity
------------------------------------------------------------------
Fitch Ratings affirmed Burlington Coat Factory Warehouse Corp.'s
Issuer Default Rating at 'B-' and the $900 million term loan at
'B/RR3.'  In addition, Fitch has taken these rating actions:

  -- $800 million asset-based revolver revised to 'B+/RR1' from
     'B+/RR2';

  -- $305 million senior unsecured notes downgraded to 'CCC/RR6'
     from 'CCC+/RR5';

  -- $99 million senior discount notes downgraded to 'CCC-/RR6'
     from 'CCC/RR6'.

BCF had approximately $1.4 billion of debt outstanding as of
March 1, 2008.  The Rating Outlook has been revised to Negative
from Stable.

The affirmation of the IDR reflects BCF's brand recognition as a
national discounter of quality apparel and home products, positive
free cash flow generation and adequate liquidity.  The ratings
also consider BCF's weakening operating results and high leverage
following the April 2006 LBO as well as intense competition in the
apparel and home furnishings segments.  The revised Outlook
reflects Fitch's concern that continued declines in comparable
store sales would further pressure BCF's operating performance and
credit metrics in the near to intermediate term given the
challenging operating environment.  The downgrades of the senior
unsecured notes and senior discount notes reflect a revised
recovery analysis.

BCF is nationally recognized with 396 stores in 44 states and
$3.4 billion in revenues in the last twelve months ended March 1,
2008.  The company's business is seasonal with approximately 50%
of revenues occurring between September and January.  BCF
generated LTM positive free cash flow of $32 million and had
$48.2 million of cash and $422.4 million of availability under its
$800 million credit facility as of March 1, 2008.  Fitch expects
BCF will have adequate liquidity to meet its near-term capital and
debt service requirements.

For the first three quarters of fiscal 2008 which ended March 1,
2008, quarterly comparable store sales declines widened compared
to a decline of 2.2% in fiscal 2007.  BCF posted comparable store
sales of -2%, -8% and -6%, in the first, second and third quarter
of fiscal 2008, respectively.  Despite initial markup
improvements, BCF's LTM EBITDA margin decreased by 70 basis points
to 7.2% reflecting the de-leveraging of selling, general and
administrative expenses.  This caused LTM total adjusted
debt/EBITDAR to increase slightly to 6.6 times compared to 6.3x in
fiscal 2007.  LTM interest coverage, defined as EBITDAR interest
expense plus rent, was essentially flat at 1.4x versus 1.5x over
the same period.  While management has been paying down debt with
excess cash flow, Fitch expects that continued weakness in
comparable store sales and operating margins would limit the
company's ability to reduce debt and further pressure credit
metrics.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations in a distressed scenario.  The
asset-based revolver is secured by a pledge of inventory and
accounts receivable and is rated 'B+/RR1', reflecting outstanding
recovery prospects.  Despite the outstanding recovery prospects,
Fitch is not upgrading the rating given the declining fundamental
trends and the revision in the Rating Outlook to Negative from
Stable.  The term loan is secured by property and is rated
'B/RR3', reflecting good recovery prospects.  The unsecured senior
notes at the operating company level are guaranteed by the holding
company and its current and future restricted subsidiaries.  These
notes are rated 'CCC/RR6', reflecting poor recovery prospects.  
The unsecured senior discount notes are structurally subordinated
at the holding company level.  They are rated 'CCC-/RR6',
reflecting poor recovery prospects in a distressed case and are
one notch below the senior notes.


CARECORPS MANAGEMENT: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Carecorps Management Co., LLC
             P.O. Box 360067
             Birmingham, AL 35236-0067

Bankruptcy Case No.: 08-11728

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Care Center of Aberdeen, Ltd.              08-11714
        Pillars of Aberdeen, LLC                   08-11715
        Care Center of Louisville, Ltd.            08-11716
        Pillars of Louisville, LLC                 08-11717
        Care Center of Laurel, Ltd.                08-11719
        Pillars of Laurel, Ltd.                    08-11720
        Clinton Care Center, LLC                   08-11722
        Care Center of Opelika, Inc.               08-11723
        Red Bay Care Center, Inc.                  08-11724
        Vernon Care Center, Inc.                   08-11725
        Aircorps Travel and Transportation, LLC    08-11726
        Carecorps Management Corp.                 08-11727

Type of Business:  The Debtors own and operate seven skilled
                   nursing facilities in Alabama and Mississippi
                   and cares for over 1000 residents daily.  See
                   http://www.carecorps.net/

Chapter 11 Petition Date: May 1, 2008

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtors' Counsel: Douglas C. Noble, Esq.
                  Phelps Dunbar, LLP
                  P.O. Box 23066
                  Jackson, MS 39225
                  Tel: (601) 352-2300
                  Email: doug.noble@phelps.com
                  http://www.phelps.com/

Carecorps Management Co., LLC's Financial Condition:

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Gulf South Medical Supply      medical supplies      $855,015
P.O. Box 841968
Dallas, TX 75284-1968

Compscript                     pharmacy (MS)         $738,212
875 Florida Central Pkwy. 1800
Longwood, FL 32750

Unicare                        pharmacy (AL)         $616,092
875 Florida Central Pkwy. 1800
Longwood, FL 32750

Restore Therapy                PT, OT speech         $466,200
245 Cahaba Valley Pkwy.,
Ste. 200
Pelham, AL 35124

Trinity Therapy                PT, OT speech         $359,269
133 Executive Dr.
Madison, MS 39110

U.S. Food Services             food                  $338,701
P.O. Box 117
Montgomery, AL 36101

Johnston Barton Proctor & Rose legal                 $269,054
569 Brookwood Village,
Ste. 901
Birmingham, AL 35209

Healthcare Services Group      housekeeping laundry  $201,862

Estate of Emma Plumpp          structured settlement $198,000

Gaymar                         specialty beds        $193,455

Felder Services                housekeeping laundry  $186,054

Bank Direct                    finance insurance     $162,166
                               premium

Centers of Medicare and        licensure deficiency  $123,339
Medicaid Division of
Accounting Operations

Scott Sullivan & Streetman     legal                 $120,213

Firemans Fund Insurance        insurance             $119,160

Mississippi Healthcare         workers' compensation $109,952
Association                    premium

Millenium Risk Management      Alabama WCC Audit     $80,476
                               Adjustment

CMS-US Treasury                recoupment            $79,000

Alabama Nursing Home           dues                  $43,071
Association

Professional Healthcare        oxygen concentrators  $36,765


CASCADIA BEHAVIORAL: Facing Liquidity Crisis, May Go Belly-Up
-------------------------------------------------------------
Cascadia Behavioral Healthcare says it is on the verge of filing
for bankruptcy protection, The Associated Press reports.

In a note posted on its Web site, Cascadia said it struggles with
many financial and operational matters.

Derald Walker, Ph.D., the company's new CEO, said Cascadia doesn't
have $2 million to pay a bank loan by a Thursday deadline, AP
relates.

"If they call it on Thursday, there is a very high probability if
that were to occur that we would file bankruptcy," Dr. Walker
said, according to AP.

In April, Cascadia replaced its executive team and appointed Dr.
Walker.  Dr. Walker used to serve as Clinical Vice President for
Cascadia.

The agency has stopped taking on clients, AP says.

Both Multnomah County and state government officials have refused
requests for loan guarantees, AP reports.

Cascadia, a non-profit company, is Oregon's largest provider of
mental health and addiction services, according to AP.  It serves
23,000 people in the counties of Multnomah, Washington, Marion,
Clackamas, and Lane Counties.

The note on the company's Web site says: "Many challenges remain.  
We're streamlining the organization, focusing on those activities
that are a good fit with our core mission.  We're placing fresh
new leadership in positions where they can effect change.  We're
instituting state of the art new business practices including new
electronic billing and medical records software.  We're doing what
it takes to be successful."

According to AP, Multnomah County officials have met with
Cascadia's lender, Capital Pacific Bank, hoping that it will wait
to call the loan so the county can complete a third-party audit of
Cascadia's finances and work out a plan to stabilize the mental
health system.

Cascadia was created in 2002 after the merger of three healthcare
providers.  It has acquired more, smaller providers and expanded
its services, AP says.

Cascadia has struggled with a new billing system that cost
millions in technology and training, and millions more because of
billing mistakes, Dr. Walker said, according to AP.

Dr. Walker, AP relates, said a bankruptcy filing is "the worst
possible outcome.  As to whether Cascadia will continue to exist
in two years, I don't know."

Cascadia operates more than 90 facilities in Multnomah,
Washington, Clackamas, Marion and Lane Counties, with a $58
million budget in 2008 and about 1,050 employees, AP notes.


CDC MORTGAGE: Fitch Downgrades Ratings on Certs. Totaling $271.5MM
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on CDC Mortgage
Capital Trust mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are removed.  Affirmations total $356.3 million and
downgrades total $271.5 million.

CDC Mortgage Capital Trust 2003-HE1

  -- $28.1 million class M-1 affirmed at 'AA';
  -- $4.4 million class M-2 affirmed at 'BBB-';
  -- $1.7 million class M-3 affirmed at 'B';
  -- $3.4 million class B-1 downgraded to 'C/DR4' from 'CCC/DR1';
  -- $0.2 million class B-2 remains at 'C/DR6';

Deal Summary

  -- Originators: 5%: Impac (21%), Encore (20%), BNC (14%), Chapel
     (12%);
  -- People's Choice (11%), Aegis (10%);

  -- 60+ day Delinquency: 25.47%;

  -- Realized Losses to date (% of Original Balance): 2.18%.

CDC Mortgage Capital Trust 2003-HE2

  -- $38.9 million class M-1 downgraded to 'A+' from 'AA';
  -- $7.7 million class M-2 downgraded to 'BB+' from 'A';
  -- $2.3 million class M-3 downgraded to 'B' from 'BB+';
  -- $2.0 million class B-1 downgraded to 'C/DR6' from 'B';
  -- $1.3 million class B-2 downgraded to 'C/DR6' from 'CC/DR3';
  -- $0.0 million class B-3 revised to 'C/DR6' from C/DR5';

Deal Summary

  -- Originators: Aegis (10%), Encore (35%), BNC (20%), SIB (9%),
     Chapel (12%);

  -- 60+ day Delinquency: 29.91%;

  -- Realized Losses to date (% of Original Balance): 1.98%.

CDC Mortgage Capital Trust 2003-HE3

  -- $39.6 million class M-1 affirmed at 'AA';
  -- $18.8 million class M-2 downgraded to 'B' from 'A-';
  -- $1.9 million class M-3 downgraded to 'B' from 'BBB+';
  -- $2.4 million class B-1 downgraded to 'C/DR5' from 'BB+';
  -- $2.5 million class B-2 downgraded to 'C/DR6' from 'B';
  -- $1.2 million class B-3 revised to 'C/DR6' from C/DR5';

Deal Summary

  -- Originators: Aegis (27%), Encore (30%), BNC (10%), SIB (9%),
     Chapel (11%);

  -- 60+ day Delinquency: 29.51%;

  -- Realized Losses to date (% of Original Balance): 2.42%.

CDC Mortgage Capital Trust 2003-HE4

  -- $0.7 million class A-1 affirmed at 'AAA';
  -- $1.5 million class A-3 affirmed at 'AAA';
  -- $49.4 million class M-1 affirmed at 'AA';
  -- $26.5 million class M-2 affirmed at 'A';
  -- $3.0 million class M-3 downgraded to 'BB' from 'BBB+';
  -- $3.6 million class B-1 affirmed at 'B';
  -- $2.6 million class B-2 revised to 'C/DR5' from C/DR4';
  -- $2.2 million class B-3 revised to 'C/DR6' from C/DR5';

Deal Summary

  -- Originators: 25.11% Encore, 18.02% People's Choice, 13.81%;
  -- 60+ day Delinquency: 23.98%;
  -- Realized Losses to date (% of Original Balance): 1.90%

CDC Mortgage Capital Trust 2004-HE1

  -- $48.5 million class M-1 affirmed at 'AA+';
  -- $13.8 million class M-2 downgraded to 'BBB' from 'A';
  -- $3.0 million class M-3 downgraded to 'B' from 'A-';
  -- $2.2 million class B-1 downgraded to 'CCC/DR3' from 'BBB-';
  -- $2.2 million class B-2 downgraded to 'C/DR5' from 'B';
  -- $1.7 million class B-3 downgraded to 'C/DR6' from 'CC/DR3';

Deal Summary

  -- Originators22.64% BNC, 16.7% Encore, 10.16% People's Choice;
  -- 60+ day Delinquency: 23.23%;
  -- Realized Losses to date (% of Original Balance): 1.36%.

CDC Mortgage Capital Trust 2004-HE2

  -- $31.6 million class M-1 affirmed at 'AA';
  -- $14.7 million class M-2 downgraded to 'BBB-' from 'A-';
  -- $2.0 million class M-3 downgraded to 'BB' from 'BBB';
  -- $2.1 million class B-1 downgraded to 'B' from 'BB';
  -- $1.8 million class B-2 downgraded to 'C/DR6' from 'B';
  -- $1.9 million class B-3 revised to 'C/DR6' from C/DR4';
  -- $0.1 million class B-4 revised to 'C/DR6' from C/DR5';

Deal Summary

  -- Originators: 13% BNC, 30% Encore, 10% People's Choice;
  -- 60+ day Delinquency: 29.11%;
  -- Realized Losses to date (% of Original Balance): 1.45%.

CDC Mortgage Capital Trust 2004-HE3

  -- $39.4 million class M-1 affirmed at 'AA+';
  -- $30.6 million class M-2 downgraded to 'BBB+' from 'A';
  -- $2.6 million class M-3 downgraded to 'BBB-' from 'A-';
  -- $2.2 million class B-1 downgraded to 'BB' from 'BBB+';
  -- $1.9 million class B-2 downgraded to 'BB-' from 'BBB-';
  -- $2.3 million class B-3 downgraded to 'C/DR5' from 'BB-';
  -- $2.3 million class B-4 revised to 'C/DR6' from C/DR5';

Deal Summary

  -- Originators: 30% Encore, 17% Novelle, 17% Homeowners;
  -- 60+ day Delinquency: 23.35%;
  -- Realized Losses to date (% of Original Balance): 1.23%.

IXIS Real Estate Capital Trust 2004-HE4

  -- $47.2 million class M-1 affirmed at 'AA';
  -- $35.1 million class M-2 downgraded to 'BBB+' from 'A-';
  -- $4.6 million class M-3 downgraded to 'BBB-' from 'BBB+';
  -- $2.5 million class B-1 downgraded to 'BB' from 'BBB-';
  -- $1.7 million class B-2 downgraded to 'B' from 'BB';
  -- $1.9 million class B-3 downgraded to 'C/DR5' from 'BB-';
  -- $2.6 million class B-4 downgraded to 'C/DR6' from 'B';

Deal Summary

  -- Originators: 17% Novelle, 17% Homeowners;
  -- 60+ day Delinquency: 25.92%;
  -- Realized Losses to date (% of Original Balance): 1.47%


CF HOSPITALITY: Case Summary & 39 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: CF Hospitality, Inc.
             dba Sheraton Downtown Orlando
             1160 Lexington Pkwy.
             Apopka, FL 32712

Bankruptcy Case No.: 08-03517

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        SF Hotels, Inc.                            08-03518
        dba Sheraton Miami Mart

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: May 1, 2008

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtors' Counsel: David R. McFarlin, Esq.
                  E-mail: dmcfarlin@whmh.com
                  Frank M. Wolff, Esq.
                  E-mail: fwolff@whmh.com
                  Wolff, Hill, McFarlin & Herron, P.A
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  http://www.whmh.com

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
CF Hospitality, Inc.          $10 million to        $10 million to
                                 $50 million           $50 million

SF Hotels, Inc.               $50 million to        $50 million to
                                $100 million          $100 million

A. CF Hospitality, Inc's 19 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Florida Dept. of Revenue       $440,972
Bankruptcy Unit
P.O. Box 6668
Tallahassee, FL 32314-6668

Ace Drapery Installation       $148,279
239 Hunters Crossing
Dallas, GA 30157-0423

Starwood Hotels & Resorts W.W. $68,134

Orlando Utilities Commission   $63,355

Morrison Brown Argiz & Co.     $50,585

Orange County Tax Collector    $44,767

Saflok                         $32,682

Florida Hotel Management, LLC  $29,867

Weiss & Woolrich Southern      $28,575

Otis Elevator Co.              $27,550

Greenberg Traurig              $27,448

CEI                            $22,050

Guest Supply                   $21,592

Rosenbloom & Pearl, PLLC       $20,787

Telerent Leasing Corp.         $18,142

Kancor Construction            $17,500

Newmarket International        $15,214

Starbucks Coffee Co.           $12,219

Travelclick & Its Counsel      $12,168

B. SF Hotels, Inc's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Miami-Dade County Tax Collec.  $339,770
140 W. Flagler St. Rm. 1202
Miami, FL 33130

Florida Power & Light          $213,125
P.O. Box 025576
Miami, FL 33102

Florida Dept. of Revenue       $190,660
Bankruptcy Unit
P.O. Box 6668
Tallahassee, FL 32314-6668

Starwood Hotels & Resorts      $178,440

Sysco Food Services            $162,849

Thyssenkrupp Elevator          $137,469

CoverAll Cleaning              $133,845

U.S. Parking & Assoc.          $110,282

Kone, Inc.                     $82,227

Cheney Brothers Inc            $65,417

Siemens                        $60,000

Miami-Dade Water & Sewer       $56,815

Milk & Honey Landscaping       $48,204

Bartech Systems Int'l          $32,270

Hotel Connections              $31,296

Gormet Table Skirts            $29,323

Schindler Elevator Co          $25,500

Exceptional Linen Services     $21,975

Barry's Dry Cleaners           $18,680

The Home Depot                 $34,793


CENTRO NP: Moody's Maintains Review of 'B3' Senior Debt Ratings
---------------------------------------------------------------
Moody's Investors Service stated that it will maintain the B3
senior unsecured debt ratings under review direction uncertain of
Centro NP LLC (formerly New Plan Excel Realty Trust, Inc.)
reflecting the company's announcement that its parent, Centro
Properties Group, was granted a seven day interim extension until
May 7, 2008, on all facilities previously scheduled to expire in
order to allow time to finalize discussions with financiers and
complete documentation for a longer term extension.

The review continues to reflect the financial difficulties and
uncertainty regarding the final capital structure and strategic
profile of the company in light of Centro NP's and Centro
Properties Group's short-term pressure to refinance debt.  Moody's
will continue to monitor Centro NP's compliance with its bond
covenants and the quality and composition of its portfolio as it
works though these financings.

Upwards rating movement would be contingent upon implementing a
viable plan to refinance or restructure Centro Property Group's
debt by May 7, 2008, in addition to Centro NP refinancing the
bridge facility and line of credit on or before its Sept. 30, 2008
extension date without materially pressuring their leverage,
secured debt, the value of their portfolio, and other credit
metrics, while complying with bond covenants.  

A confirmation of the B3 rating would result from Centro NP
reaching a financing plan to which the debt holders agree, with a
strategic plan in place to restructure Centro Properties Group's
debt.  A downgrade to the Caa range or lower would most likely
reflect Centro NP's continued issues refinancing its line and
Centro Properties Group's inability to refinance its debt by the
extension dates, noncompliance with bond covenants at the Centro
NP level, acceleration of bond payments, a firesale of assets or a
bankruptcy filing.

These ratings are at B3, with review direction uncertain:

  -- Centro NP LLC -- Senior unsecured debt at B3; medium-term
     notes at B3.

Centro NP LLC, headquartered in New York City, owns and operates
496 community and neighborhood shopping centers in 39 states.  The
company had assets of $5.7 billion and equity of $3.2 billion at
Dec. 31, 2007.

Centro Properties Group, headquartered in Melbourne, Victoria,
Australia, is an Australian Listed Property Trust that specializes
in the ownership, management and development of retail shopping
centers in Australia, New Zealand and the USA with $26.6 billion
in assets under management.


CHASE FUNDING: Fitch Takes Rating Actions on Various Cert. Classes
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on Chase Funding Loan
Acquisition Trust mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $1.7 billion and
downgrades total $98.1 million.

Chase 2003-C1 Group 1

  -- $22.0 million class IA-4 affirmed at 'AAA';
  -- $23.8 million class IA-5 affirmed at 'AAA';
  -- $4.8 million class IM-1 affirmed at 'AA+';
  -- $4.5 million class IM-2 affirmed at 'A+';
  -- $3.4 million class IB affirmed at 'BBB+';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 5.07%;
  -- Realized Losses to date (% of Original Balance): 1.05%.

Chase Funding Loan Acquisition Trust 2003-C2 Total Pool

  -- $40.2 million class IA-1 affirmed at 'AAA';
  -- $1.4 million class IA-P affirmed at 'AAA';
  -- Notional class IA-X affirmed at 'AAA';
  -- $81.8 million class IIA-1 affirmed at 'AAA';
  -- $4.3 million class IIA-P affirmed at 'AAA';
  -- Notional class IIA-X affirmed at 'AAA';
  -- $5.2 million class B-1 affirmed at 'AA';
  -- $3.9 million class B-2 affirmed at 'A';
  -- $3.4 million class B-3 affirmed at 'BBB';
  -- $1.8 million class B-4 affirmed at 'BB';
  -- $0.4 million class B-5 affirmed at 'B';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 0.32%;
  -- Realized Losses to date (% of Original Balance): 0.12%.

Chase 2003-1 Group 1

  -- $36.7 million class IA-5 affirmed at 'AAA';
  -- $24.6 million class IA-6 affirmed at 'AAA';
  -- $4.7 million class IM-1 affirmed at 'AA+';
  -- $4.1 million class IM-2 affirmed at 'A+';
  -- $2.1 million class IB affirmed at 'BBB+';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 4.99%;
  -- Realized Losses to date (% of Original Balance): 1.14%.

Chase 2003-1 Group 2

  -- $11.8 million class IIA-2 affirmed at 'AAA';
  -- $11.1 million class IIM-1 downgraded to 'A+' from 'AA+';
  -- $2.4 million class IIM-2 downgraded to 'BBB+' from 'A+';

Deal Summary
  -- Originators: Chase;
  -- 60+ day Delinquency: 22.63%;
  -- Realized Losses to date (% of Original Balance): 1.59%.

Chase 2003-2 Group 1

  -- $48.1 million class IA-5 affirmed at 'AAA';
  -- $28.6 million class IA-6 affirmed at 'AAA';
  -- $6.0 million class IM-1 affirmed at 'AA+';
  -- $4.6 million class IM-2 affirmed at 'A+';
  -- $3.2 million class IB affirmed at 'A-';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 4.46%;
  -- Realized Losses to date (% of Original Balance): 0.79%.

Chase 2003-2 Group 2

  -- $17.3 million class IIA-2 affirmed at 'AAA';
  -- $14.7 million class IIM-1 downgraded to 'AA-' from 'AA+';
  -- $3.6 million class IIM-2 downgraded to 'BBB+' from 'A+';
  -- $0.3 million class IIB downgraded to 'BBB+' from 'A-';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 22.31%;
  -- Realized Losses to date (% of Original Balance): 1.38%;

Chase 2003-3 Group 1

  -- $11.6 million class IA-4 affirmed at 'AAA';
  -- $51.5 million class IA-5 affirmed at 'AAA';
  -- $31.1 million class IA-6 affirmed at 'AAA';
  -- $7.4 million class IM-1 affirmed at 'AA+';
  -- $5.7 million class IM-2 affirmed at 'A+';
  -- $4.2 million class IB affirmed at 'BBB+';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 4.45%;
  -- Realized Losses to date (% of Original Balance): 0.63%.

Chase 2003-3 Group 2

  -- $16.8 million class IIA-2 affirmed at 'AAA';
  -- $5.7 million class IIM-1 affirmed at 'AA+';
  -- $2.4 million class II-M2 affirmed at 'A+';
  -- $0.5 million class IIB affirmed at 'BBB+';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 15.18%;
  -- Realized Losses to date (% of Original Balance): 1.37%.

Chase 2003-4 Group 1

  -- $40.0 million class IA-4 affirmed at 'AAA';
  -- $91.6 million class IA-5 affirmed at 'AAA';
  -- $56.9 million class IA-6 affirmed at 'AAA';
  -- $14.8 million class IM-1 affirmed at 'AA+';
  -- $11.4 million class IM-2 affirmed at 'AA-';
  -- $10.0 million class IB affirmed at 'BBB+';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 3.88%;
  -- Realized Losses to date (% of Original Balance): 0.52%.

Chase 2003-4 Group 2

  -- $23.1 million class IIA-2 affirmed at 'AAA';
  -- $11.5 million class IIM-1 downgraded to 'A+' from 'AA';
  -- $4.6 million class IIB downgraded to 'B' from 'BBB+';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 16.97%;
  -- Realized Losses to date (% of Original Balance): 1.60%.

Chase 2003-5 Group 1

  -- $78.6 million class IA-4 affirmed at 'AAA';
  -- $95.8 million class IA-5 affirmed at 'AAA';
  -- $60.0 million class IA-6 affirmed at 'AAA';
  -- $18.5 million class IM-1 affirmed at 'AA+';
  -- $11.4 million class IM-2 affirmed at 'A+';
  -- $11.4 million class IB affirmed at 'BBB+';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 2.06%;
  -- Realized Losses to date (% of Original Balance): 0.39%.

Chase 2003-5 Group 2

  -- $24.1 million class IIA-2 affirmed at 'AAA';
  -- $10.3 million class IIM-1 downgraded to 'AA-' from 'AA+';
  -- $3.0 million class IIM-2 downgraded to 'BBB+' from 'A+';
  -- $1.4 million class IIB downgraded to 'BB+' from 'BBB+';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 16.64%;
  -- Realized Losses to date (% of Original Balance): 1.09%.

Chase Funding Trust Series 2003-6 GROUP 1

  -- $19.8 million class IA-3 affirmed at 'AAA';
  -- $107.9 million class IA-4 affirmed at 'AAA';
  -- $102.6 million class IA-5 affirmed at 'AAA';
  -- $66.2 million class IA-6 affirmed at 'AAA';
  -- $61.3 million class IA-7 affirmed at 'AAA';
  -- $26.0 million class IM-1 affirmed at 'AA+';
  -- $19.5 million class IM-2 affirmed at 'AA-';
  -- $18.2 million class IB affirmed at 'BBB+';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 2.11%;
  -- Realized Losses to date (% of Original Balance): 0.29%.

Chase Funding Trust Series 2003-6 GROUP 2

  -- $32.0 million class IIA-2 affirmed at 'AAA';
  -- $16.7 million class IIM-1 affirmed at 'AA+';
  -- $4.3 million class IIM-2 downgraded to 'A-' from 'A+';
  -- $1.7 million class IIB downgraded to 'B' from 'BBB+';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 15.97%;
  -- Realized Losses to date (% of Original Balance): 1.17%.

Chase Funding Trust, Series 2004-1 GROUP 1

  -- $33.8 million class IA-4 affirmed at 'AAA';
  -- $48.3 million class IA-5 affirmed at 'AAA';
  -- $31.1 million class IA-6 affirmed at 'AAA';
  -- $25.2 million class IA-7 affirmed at 'AAA';
  -- $11.0 million class IM-1 affirmed at 'AA+';
  -- $8.3 million class IM-2 affirmed at 'A+';
  -- $5.3 million class IB affirmed at 'BBB+';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 3.23%;
  -- Realized Losses to date (% of Original Balance): 0.68%.

Chase Funding Trust, Series 2004-1 GROUP 2

  -- $41.1 million class IIA-2 affirmed at 'AAA';
  -- $23.7 million class IIM-1 affirmed at 'AA+';
  -- $5.7 million class IIM-2 downgraded to 'A' from 'AA-';
  -- $1.9 million class IIB downgraded to 'BBB' from 'BBB+';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 16.66%;
  -- Realized Losses to date (% of Original Balance): 0.81%.

Chase Funding Trust, Series 2004-2 GROUP 1

  -- $56.2 million class IA-4 affirmed at 'AAA';
  -- $48.9 million class IA-5 affirmed at 'AAA';
  -- $39.8 million class IA-6 affirmed at 'AAA';
  -- $9.2 million class IM-1 affirmed at 'AA';
  -- $9.2 million class IM-2 affirmed at 'A';
  -- $10.1 million class IB affirmed at 'BBB';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 2.28%;
  -- Realized Losses to date (% of Original Balance): 0.47%.

Chase Funding Trust, Series 2004-2 GROUP 2

  -- $16.3 million class IIA-2 affirmed at 'AAA';
  -- $13.5 million class IIM-1 downgraded to 'A' from 'AA';
  -- $6.4 million class IIM-2 downgraded to 'BB+' from 'A';
  -- $1.7 million class IIB downgraded to 'C/DR5' from 'BBB';

Deal Summary

  -- Originators: Chase;
  -- 60+ day Delinquency: 20.23%;
  -- Realized Losses to date (% of Original Balance): 1.11%.

Chase Funding Loan Acquisition Trust, Series 2004-AQ1

  -- $70.2 million class A-2 affirmed at 'AAA';
  -- $31.3 million class M-1 affirmed at 'AA';
  -- $20.0 million class M-2 affirmed at 'A';
  -- $5.2 million class M-3 affirmed at 'A-';
  -- $2.2 million class B-1 affirmed at 'BBB+';
  -- $2.0 million class B-2 affirmed at 'BBB';
  -- $2.2 million class B-3 downgraded to 'BB' from 'BBB-';
  -- $2.5 million class B-4 downgraded to 'B+' from 'BB+';
  -- $0.4 million class B-5 downgraded to 'B' from 'BB';

Deal Summary

  -- Originators: Ameriquest;
  -- 60+ day Delinquency: 15.67%;
  -- Realized Losses to date (% of Original Balance): 1.82%.


CHERRY CREEK: Moody's Downgrades Ratings on Six Classes of Notes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Cherry
Creek CDO II, Ltd.:

Class Description: $329,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

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

Additionally, Moody's downgraded the ratings on these notes:

Class Description: $57,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $47,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $20,500,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

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

Class Description: $22,000,000 Class B Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $7,000,000 Class C Mezzanine Secured Deferrable
Interest Floating Rate Notes Due 2047

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

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


CHRYSLER LLC: April Sales Drop 23% Due to Slowing SUV Demand
------------------------------------------------------------
Chrysler LLC reported total April 2008 sales of 147,751 units,
which is 23% below the same period last year.  Overall sales were
most affected by slowing truck and SUV demand and a dramatic cut
in daily rental-fleet sales.

"The overall decrease in April sales, particularly of pickup
trucks, demonstrates that the auto industry continues to be under
pressure from the national economy," Vice Chairman and President
Jim Press said.  "Despite the economic challenges, and concern
about rising fuel prices, we continue to hear from consumers that
there is growing interest in vehicles that meet specific needs,
such as the Dodge Journey seven-passenger crossover for families
and the Dodge and Jeep fuel-efficient compact vehicles for young
professionals.  Our plan is to continue to focus on meeting
customers' needs, and managing our overall inventory to best
weather this slowdown."

Chrysler's lineup of compact vehicles continued to connect well
with consumers this month.  Total compact vehicle sales of the
fuel-efficient Dodge Caliber, Jeep Compass and Jeep Patriot, which
each achieve 28 miles per gallon or better in highway driving,
reached an April record 17,977 units last month, up 16 percent
from April 2007.

As the spring "top-down" driving season begins, the Chrysler
Sebring Convertible finished the month with 2,827 units compared
with April 2007 sales of 1,447 units, a 95% sales increase.  Also
enjoying a positive month was the Dodge Charger with sales of
13,021 units in April, a 29% increase over 2007 April sales.

In April, the company launched its largest digital-advertising
campaign in Chrysler history for the all-new Dodge Journey, 'If
you can dream it, do it.'  The Journey, with best-in-class fuel
economy (25-mpg hwy, 4-cylinder), delivers a unique combination of
versatility and flexibility at less than $20,000.  The Journey
increased sales to 6,667 units in only its third month on the
market.

As a result of the success of its "New Day" packages, Chrysler
will continue to offer the popular packages in May.  The packages
have struck a chord with buyers by combining the company's most
sought-after features on a wide range of vehicles at reduced
prices.

The company finished the month with 422,353 units of inventory, or
a 74-day supply.  As part of a planned reduction in manufacturing
and capacity, inventory is down 13% compared with April 2007 when
it totaled 482,786 units.

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: April Sales in Canada Rises 8% Due to Retail Growth
-----------------------------------------------------------------
Chrysler Canada achieved the best April sales in more than five
years, and marked 21 consecutive months of year-over-year sales
increases.  Total sales for the month reached 24,266 units, up 8%
over April 2007.  Fueled by retail growth, Chrysler Canada
outperformed the Canadian marketplace and reinforced its position
as Canada's second-highest-volume automaker.  Retail sales of
Chrysler vehicles in the market increased by double-digits, while
fleet sales, by design, decreased.

"The strong sales this month were driven by Chrysler's commitment
to offer stylish, fuel-efficient vehicles that are ideally suited
for the Canadian market," Reid Bigland, President and CEO of
Chrysler Canada, said.  "The company now offers more than 20
different vehicles with a fuel efficiency rating of 30 mpg or
better on the highway, a key factor in Canadian consumers' car-
buying decisions."

Two months after hitting the showroom floor, the Dodge Journey is
making a name for itself in the Canadian marketplace as the
second-highest-selling crossover out of 22 different competitive
offerings.  Before the launch of an active marketing campaign,
which begins in May, sales of the value priced, seven-passenger
crossover reached 945 units in April.

Increased demand for fuel-efficient vehicles drove the combined
sales of the Dodge Caliber, Jeep Compass and Jeep Patriot to reach
5,436 units in April.  Sales of these compact vehicles were up 72%
over 2007, their highest ever monthly sales.

Chrysler's highest-volume vehicle, the minivan, has also achieved
significant sales gains.  Compared to the sales volume for long-
wheel-base minivan in April 2007 (2,814 units), sales of the Dodge
Grand Caravan and Chrysler Town and Country grew 38% (3,891
units).

"Canadians made us the fastest-growing automaker in Canada last
year, and have driven significant growth for us so far in 2008.  
In May, we are saying 'Thank You Canada' by offering the best
prices of the year," Vice President of Sales Dave Buckingham said.  
"The new 'Thank You Canada' campaign that will launch establishes
us as the only manufacturer in Canada to offer 13 different
nameplates for under $20,000, an ideal price point for many
customers.  Whatever type of vehicle the customer needs -- whether
it is a compact vehicle, a sedan, a crossover, a SUV or a truck --
Chrysler Canada will have an offering out there for less than
$20,000."

Chrysler Canada was the only manufacturer in 2007 to have two of
the top-five-selling vehicles in the country -- the Dodge Grand
Caravan and the Dodge Ram Truck.  To show appreciation, Chrysler's
"Thank You Canada" campaign offers exceptional deals on these and
many other top-selling vehicles.  The number-one-selling minivan
in Canada, the Dodge Grand Caravan, will be available for as low
as $19,999.  While, the Dodge Ram Truck will be eligible for
significant price discounts of $11,500 and 0% financing.

At $12,995, the Dodge Caliber will be available for its lowest
price ever in the Canadian marketplace.

Significant pricing actions make the Jeep Patriot the best-priced
SUV in Canada -- available for $14,745; and the Chrysler Sebring
Sedan will be the best-priced mid-sized car in the Canadian market
in May, starting at $17,999.

To kick off the spring driving season, aggressive discounting of
over $7,000 lowers the Sebring Convertible price to an exceptional
$19,999 for May.

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.


CNH GLOBAL: S&P Upgrades Corporate Credit Rating From 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on CNH Global N.V. to 'BBB-' from 'BB+' after taking the
same rating action on CNH's parent company, Italy-based auto and
truck manufacturer Fiat SpA (BBB-/Stable/A-3).  The outlook is
stable.
     
Owing to the investment-grade rating, recovery methodology is no
longer applicable and Standard & Poor's has thus withdrawn its '4'
recovery rating on Case Corp.'s and Case New Holland Inc.'s senior
unsecured debt.
     
The corporate credit rating and outlook on publicly traded CNH are
the same as those on Fiat because of the close ties between the
two.  Fiat views CNH as a core business and continues to provide
strong liquidity support to CNH by way of intercompany loans and
bank loan guarantees.  Fiat has a roughly 90% equity ownership
stake in CNH.  As of March 31, 2008, CNH had $1 billion of cash
deposited with Fiat affiliates' cash management pools (repayable
to CNH on one day's notice).
      
"Because S&P views CNH as core to the Fiat Group, a positive or
negative rating action on Fiat would result in the same action on
CNH," said Standard & Poor's credit analyst Dan Picciotto.  "If
S&P ceases to view CNH as core to the Fiat Group, and if CNH's
stand-alone financial profile fails to support the ratings, S&P
could take a negative rating action."


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

Class Description: $63,750,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes

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

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

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

Class Description: $21,500,000 Class C-1 Mezzanine Secured
Floating Rate Notes

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

Class Description: $2,250,000 Class C-2 Mezzanine Secured Fixed
Rate Notes

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

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


CONEXANT SYSTEMS: Posts $142MM Net Loss in Quarter Ended March 28
------------------------------------------------------------------
Conexant Systems Inc. disclosed Tuesday results for the second
quarter ended March 28, 2008.

GAAP operating loss was $125.7 million and GAAP net loss was
$142.0 million for the second quarter of fiscal 2008.  The GAAP
net loss in the quarter included an asset impairment charge of
$121.7 million primarily related to the write-down of goodwill
associated with the Broadband Media Processing business.

GAAP operating loss was $172.7 million and GAAP net loss was
$133.4 million for the second quarter of fiscal 2007.  The GAAP
net loss in the quarter included non-cash goodwill and intangible
asset impairment charges related to the company's Embedded
Wireless Networking business of $135.0 million and $20.0 million,
respectively, and a gain on the sale of the company's investment
in Jazz Semiconductor Inc. of $43.5 million.  

Revenues for the second quarter of fiscal 2008 were
$174.0 million, compared to revenues of $200.0 million for the
second quarter of fiscal 2007.  

Core gross margins were 45.0% of revenues, which was unchanged
compared to core gross margins of 45.0% of revenues in the second
quarter of fiscal 2007.  Core operating expenses were
$72.3 million, and core operating income was $6.0 million,
compared with core operating expenses of $89.9 million, and core
operating income of $63,000 in the second quarter of fiscal 2007.  
Conexant's core net loss was $3.3 million in the second quarter of
fiscal 2008, compared to core net loss of $9.9 million in the
second quarter of fiscal 2007.

On a GAAP basis, gross margins for the second quarter of fiscal
2008 were 45.4% of revenues.  GAAP operating expenses were
$204.7 million.  GAAP gross margins were 45.0% of revenues and
GAAP operating expenses were $262.5 million in the second quarter
of fiscal 2007.

The company ended the quarter with $164.1 million in cash and cash
equivalents.  Cash declined by approximately $68.0 million, due in
large measure to the company's re-purchase of $53.6 million of its
floating rate senior notes.

                       Business Perspective

"I am pleased to be a part of the Conexant team and enthusiastic
about our company's long-term prospects," said Scott Mercer, who
joined Conexant as chief executive officer on April 14, 2008.  "In
the coming weeks and months, I will be focusing on our overall
strategy, and on improving our financial performance and position.
     
"For the second fiscal quarter, we exceeded our expectations
entering the quarter," Mercer said.  "We anticipated revenues in a
range between $165.0 million and $170.0 million, and we delivered
$174.0 million.  Core gross margins came in at the high end of the
range we provided, and core operating expenses were significantly
lower than we expected, which reflects the team's commitment to
reducing costs."

                          Balance Sheet

At March 28, 2008, the company's consolidated balance sheet showed
$748.6 million in total assets, $746.6 million in total
liabilities, and $1.9 million in total stockholders' equity.

                         Business Outlook

Conexant expects revenues for the third quarter of fiscal 2008 to
be in a range between $167.0 million and $171.0 million, which
includes revenues from its Broadband Media Processing product
lines.

                      About Conexant Systems

Headquartered in Newport Beach, California, Conexant Systems Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- develops, designs  
and sells a portfolio of semiconductor solutions, which includes
products for Internet connectivity, digital imaging, and media
processing applications.  

                          *     *     *

Moody's Investor Service placed Conexant Systems Inc.'s long term
corporate family and probability of default ratings at 'Caa1' in
October 2006.  The ratings still hold to date with a stable
outlook.


CONSTITUTIONAL CASUALTY: A.M. Best Lowers Issuer Rating to 'bb-'
----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B-
(Fair) from B (Fair) and issuer credit rating to "bb-" from "bb"
of Constitutional Casualty Company.  The outlook has been revised
to negative from stable.

These rating actions reflect Constitutional's unfavorable
operating performance and deteriorating surplus.  The operating
results have been poor as reflected in the increasing negative
returns on equity and revenue driven by the company's high
underwriting and loss adjustment expenses, and more recently,
losses experienced in the automobile liability and homeowner lines
of business.  In addition, while Constitutional has product line
diversification, its geographic concentration makes it susceptible
to regulatory and competitive pressures and exposes it to weather-
related losses on its property book of business.  The rating
outlook is based on Constitutional's deteriorating level of risk-
adjusted capitalization following several years of underwriting
losses.

Partially offsetting these rating factors is Constitutional's
favorable five-year average pure loss ratios and adequate overall
liquidity.


COVANTA ENERGY: S&P Alters Outlook to Positive; Holds 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Covanta
Energy Corp. to positive from stable to reflect the company's
improving credit metrics, continued focus on its key business, and
S&P's expectation that the company will be able to fund costs
associated with its growth strategy in a credit neutral manner.  
At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'BB-' corporate credit rating.  Covanta had
about $2.3 billion total debt as at Dec. 31, 2007, of which
$1.3 billion was project debt.
     
The credit rating on Covanta continues to reflect its reliance on
residual distributions from project investments and its limited
financial flexibility as it pursues its growth strategy given the
capital-intensive nature of its business.  Although Covanta
generates significant cash flow from its operating subsidiaries,
it also has significant ongoing maintenance-capital requirement.   
Furthermore, the company intends to grow its business through
acquisitions, expansion of existing projects, or investments in
greenfield energy-from-waste development.


CWABS INC: S&P Downgrades Ratings on 13 Classes of Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of mortgage-backed securities issued by four CWABS Inc.
and two CWABS Asset-Backed Certificates Trust transactions.  In
addition, the 'AAA' rating on class A from series 2002-BC1 remains
on CreditWatch with negative implications.  Concurrently, S&P
placed the 'AAA' rating on class A from series 2002-BC2 on
CreditWatch with negative implications.  Finally, S&P affirmed its
ratings on the remaining classes from these transactions.
     
The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, reducing overcollateralization (O/C).   
As a result, O/C for the downgraded transactions has fallen to the
following levels (series: O/C amount {$}; % of target; O/C
target):

     -- 2002-BC1: not applicable (not supported by O/C);
     -- 2002-BC2: not applicable (not supported by O/C);
     -- 2003-BC5: $1,044,593; 41.8%; $2,500,000;
     -- 2004-AB1: $0; 0%; $6,700,000;
     -- 2004-BC2: $1,278,801; 60.7%; $2,105,307; and
     -- 2005-17: $37,798,594; 96.3%, $35,100,000 (loan group 1).
     
S&P's loss projections indicate that the current performance
trends may further compromise credit support for the downgraded
classes.
     
The transactions have sizeable loan amounts that are severely
delinquent (90-plus days, foreclosures, and REOs), suggesting that
the unfavorable performance trends are likely to continue.  As of
the March 2008 remittance report, severe delinquencies relative to
O/C are (series: severe delinquency amount {$}; % of current pool
balance; multiple of O/C):

     -- 2002-BC1: $4.784 million; 20.27%; not supported by O/C;

     -- 2002-BC2: $4.929 million; 22.14%; not supported by O/C;

     -- 2003-BC5: $4.821 million; 10.51%; 4.62x;

     -- 2004-AB1: $62.148 million; 29.95%; not applicable
        (O/C $0);

     -- 2004-BC2: $4.408 million; 31.54%; 3.45x; and

     -- 2005-17: $61.970 million; 9.87%; 1.64x (loan group 1).
     
In addition, class M-2 from series 2002-BC1 realized a principal
loss of $7,982.31 and class B-1 from series 2002-BC2 realized a
principal loss of $14,787.84 during the March 2008 remittance
period.
     
The affirmations reflect both current and projected credit support
percentages that meet or exceed the loss coverage levels for the
current ratings.
     
The 'AAA' rating on class A from series 2002-BC1 remains on
CreditWatch with negative implications, where it was placed in
December 2007.  Additionally, S&P placed the 'AAA' rating on class
A from series 2002-BC2 on CreditWatch with negative implications.   
These CreditWatch placements are due to the relationship between
severe delinquencies and credit support provided through
subordination for the affected classes.  Series 2002-BC1 has
$4.784 million in severe delinquencies versus $4.858 million in
subordination for class A; and series 2002-BC2 has $4.929 million
in severe delinquencies versus $5.245 million in subordination for
class A.  Standard & Poor's will continue to closely monitor the
performance of these transactions.  If the relationship between
severe delinquencies and credit support does not improve, S&P will
likely take negative rating actions.  Conversely, if the
relationship improves, S&P will affirm the ratings and remove from
CreditWatch.
     
All the transactions, except for series 2002-BC1 and 2002-BC2, are
supported by a combination of subordination, excess interest, and
O/C.  The affirmed 'AAA' rating on class 1-A-1 from series 2004-
AB1 reflects bond insurance provided by Ambac Assurance Corp.
('AAA' financial strength rating).  Series 2002-BC1 and 2002-BC2
are supported exclusively through subordination and loan-level
primary mortgage insurance policies issued by Mortgage Guaranty
Insurance Corp.  The underlying collateral for the transactions is
mostly fixed- and adjustable-rate 30-year mortgages on one- to
four-family homes.

                         Ratings Lowered

                            CWABS Inc.

                                              Rating
                                              ------
           Transaction         Class      To             From
           -----------         -----      --             ----
           2002-BC1            M-2        D              CCC
           2002-BC2            M-1        BB             BBB
           2002-BC2            M-2        CCC            B
           2002-BC2            B-1        D              CCC
           2003-BC5            M-4        B-             BB-
           2003-BC5            M-5        CCC            B+
           2003-BC5            M-6        CCC            B
           2004-BC2            M-5        BB-            BBB
           2004-BC2            B          CCC            BB

              CWABS Asset Backed Certificates Trust

                                              Rating
                                              ------
           Transaction         Class      To             From
           -----------         -----      --             ----
           2004-AB1            M-3        BBB            A
           2004-AB1            M-4        B              BB
           2004-AB1            B          D              CCC
           2005-17             BF         BB             BBB

            Rating Remaining on CreditWatch Negative

                             CWABS Inc.

               Transaction         Class      Rating
               -----------         -----      ------
               2002-BC1            A          AAA/Watch Neg
   
              Rating Placed on CreditWatch Negative

                            CWABS Inc.

                                              Rating
                                              ------
           Transaction         Class      To             From
           -----------         -----      --             ----
           2002-BC2            A          AAA/Watch Neg  AAA

                        Ratings Affirmed

                            CWABS Inc.


               Transaction         Class      Rating
               -----------         -----      ------
               2002-BC1            A-IO       AAA
               2002-BC1            M-1        CCC
               2002-BC2            A-IO       AAA
               2003-BC5            1-A        AAA
               2003-BC5            2-A-2      AAA
               2003-BC5            M-1        AA
               2003-BC5            M-2        AA-
               2003-BC5            M-3        BBB-
               2004-BC2            M-1        AA
               2004-BC2            M-2        A+
               2004-BC2            M-3        A
               2004-BC2            M-4        A-

               CWABS Asset Backed Certificates Trust


               Transaction         Class      Rating
               -----------         -----      ------
               2004-AB1*           1-A-1      AAA
               2004-AB1            2-A-3      AAA
               2004-AB1            M-1        AA+
               2004-AB1            M-2        AA

                    * Denotes bond-insured class.


DANA CORP: Intends to Transfer Kentucky Operations to Mexico
------------------------------------------------------------
Dana Corporation will move its gearing production plant in
Glasgow, Kentucky, to Mexico within the year, Fort Mill Times
reported.  The move, which Dana said is aimed to improve the
competitiveness of its vehicle business, will result in the
unemployment of about 100 people, the Fort Mill Times said.

The Fort Mill Times, however, said that the United Steelworkers
and Dana has agreed to conduct a joint study to identify new work
for Glasgow that can sustain the facility in an economically
viable fashion.

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

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

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

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

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

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

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

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

                          *     *     *

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


DANA CORP: CAW Employees in Ontario Ratify Salary Increase Pact
---------------------------------------------------------------
Workers at Dana Corporation's London plant in Ontario, Canada,
ratified a three-year deal, which increases their salary not more
than 3% in each year and improves their drug and dental plans,
The London Free Press reported.  The deal, according to The
London Free Press, also gives workers a lump sum payment of about
$700.

The London Free Press, citing Steve Farkas, area director for the
Canadian Auto Workers union, said that the deal emphasize that
collective bargaining in Canada and the United States are
separate even with the same company.

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

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

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

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

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

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

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

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

                          *     *     *

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


DANA CORP: To Lay Off 340 St. Marys Employees in June 2008
----------------------------------------------------------
Dana Canada will lay off about 340 employees at its James Street
South plant, in St. Marys, Canada, in June 2008, the Caledon
Enterprise reported.

According to the Caledon Enterprise, Paul Teeple, Dana Canada's
vice president of human resource, said the company was unable to
secure new contracts with Ford Motors Corporation to build F-150
pickup frames.

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

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

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

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

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

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

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

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

                          *     *     *

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


DELPHI CORP: Court Approves DIP Facility Extension & Refinancing
----------------------------------------------------------------
The Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Delphi Corp. and its
debtor-affiliates to effectuate an extension to Dec. 31, 2008, and
obtain a refinancing of its $4,095,820,240 DIP facility, pursuant
to an amendment and restatement of the First Amended and Restated
DIP Credit Agreement dated Nov. 20, 2007.

Under the Existing Credit Agreement, JPMorgan Chase Bank, N.A.,
as lender and administrative agent, provided loan facilities of
$4,095,820,240 to Delphi, as borrower.  JPMorgan has agreed to
arrange refinancing of the DIP Facility, which consists of:

     * Tranche A.  A $1,000,000,000 first priority revolving
       credit facility,

     * Tranche B.  An up to $600,000,000 first priority term
       loan, and

     * Tranche C.  A $2,495,820,240 second priority term loan.

"We expect to close shortly," John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois,
said of the loan syndication, according to a Bloomberg News
report.  "Sometime within the next 10 days."

The proposed Second Amended and Restated DIP Credit Agreement
provides for these terms:

Borrower:      Delphi Corp.
  
Guarantors:    Delphi's subsidiaries

Lenders:       [_______]

Admin. Agent:  JPMorgan Chase

Joint Book
Runners &
Lead
Arrangers:     JPMorgan Securities Inc., [*] and [*]

Syndication
Agent for
Tranche A and
Tranche B
Lenders:       Citicorp USA, Inc.

Commitments:   Tranche A initially at $1,000,000,000.  Tranche B
                initially at $600,000,000, and Tranche C
                initially at $2,495,820,240.
  
Use of
Proceeds:      The proceeds of the Tranche A, Tranche B and
                Tranche C borrowings made on the effective date
                of the Amendment will be used to pay in part all
                the respective Existing DIP Loans outstanding on
                the Effective Date.

                The remaining proceeds of the Tranche A Loans
                made and the Letters of Credit issued after the
                Effective Date will be used for working capital
                and for other general corporate purposes of the
                Debtors, including the making of pension
                contributions, the payment of transaction costs,
                fees and expenses in respect of transactions in
                connection with the Amendment and Transactions
                and the Chapter 11 cases and the payment of
                Restructuring Costs.

Letters of
Credit:        Delphi may request the issuance of letters of
                credit for its own account or the account of any
                subsidiary, each of which will expire on the
                earlier of (i) one year after the date of the
                issuance of the L/C and (ii) 365 days after the
                Maturity Date.

Maturity Date: December 31, 2008.

Conditions to
Effectiveness: Conditions include JPMorgan will have received
                (i) an amendment fee equal to (A) 150 basis
                points of the Commitments of each Tranche A
                Lenders or Tranche B Lenders and (B) 200 basis
                points of the Commitments of each Tranche C
                Lender; and (ii) fees provided under a Fourth
                Amendment Fee Letter dated as of April 25, 2008.

Interest
on Loans:      Each ABR Loan will bear interest at a rate per
                annum equal to the Alternate Base Rate plus (A)
                if a Tranche A Loan, 3.00%, (B) if a Tranche B
                Loan, 3.00% and (C) if a Tranche C Loan, 4.25%;
                provided that if the applicable Alternate Base
                Rate at the time of determination of the interest
                rate for a Tranche B Loan or a Tranche C Loan is
                below 4.25%, the Alternate Base Rate for the
                Tranche B Loan or Tranche C Loan for the Interest
                Period will be deemed to be 4.25%.

                Each Eurodollar Loan will bear interest at a
                rate per annum equal, during each Interest Period
                applicable thereto, to the Adjusted LIBO Rate for
                the Interest Period in effect for such Borrowing
                plus (A) if a Tranche A Loan, 4.00%, (B) if a
                Tranche B Loan, 4.00% and (C) if a Tranche C
                Loan, 5.25%; provided that if the applicable
                Adjusted LIBO Rate at the time of determination
                of the interest rate for a Tranche B Loan or a
                Tranche C Loan is below 3.25%, the Adjusted LIBO
                Rate for the Tranche.

                "Alternate Base Rate" will mean, for any day, a
                rate per annum equal to the greater of (a) the
                Prime Rate in effect on such day and (b) the
                Federal Funds Effective Rate in effect on the day
                plus 1/2 of 1%, subject to certain conditions.

EBITDAR
Covenant:      EBITDAR for Delphi and its subsidiaries for each
                rolling 12 fiscal month period ending on the last
                day of each fiscal month to be less than the
                amounts set forth:

                   Period Ending            Global EBITDAR
                   -------------            --------------
                   April 30, 2008            $475,000,000
                   May 31, 2008              $575,000,000
                   June 30, 2008             $600,000,000
                   July 31, 2008             $575,000,000
                   August 31, 2008           $550,000,000
                   September 30, 2008        $625,000,000
                   October 31, 2008          $600,000,000
                   November 30, 2008         $675,000,000

Default
Interest:      If the Borrower or any Guarantor, as the case may
                be, will default in the payment of the principal
                of or interest on any Loan or in the payment of
                any other amount becoming due hereunder, whether
                at stated maturity, by acceleration or
otherwise,                
                it will pay interest, to the extent permitted by
                law, on all Loans and overdue amounts up to  the
                date of actual payment at a rate per annum equal
                to (x) the rate then applicable for the
                Borrowings plus 2.0% and (y) in the case of all
                other amounts, the rate applicable for Alternate
                Base Rate plus 2.0%.

Commitment
Fees:          Delphi will pay to the Tranche A Lenders a
                commitment fee for the period commencing on the
                Effective Date to the Termination Date or the
                earlier date of termination of the Tranche A
                Commitment, computed at the rate of 1.0% per
                annum on the average daily Unused Total Tranche A
                Commitment.

L/C Fees:      Delphi will pay with respect to each Letter of
                Credit (i) to JPMorgan on behalf of the Tranche A
                Lenders a fee calculated at the rate of 4.00% per
                annum, on the daily average L/C Exposure and (ii)
                to the issuing lender its customary fees for
                issuance, amendments and processing.  In
                addition, Delphi agrees to pay each issuing
                lender for its account a fronting fee of 0.25%
                per annum in respect of each Letter of Credit
                issued by the issuing lender, for the period from
                and including the date of issuance of the L/C to
                and including the date of termination of the L/C.

Priority
and Liens:     Subject to the carve-out for fees to the
                Bankruptcy Court, the U.S. Trustee and retained
                professionals, pursuant to Section 364(c)(1) of
                the Bankruptcy Code, obligations under the DIP
                Facility will at all times constitute allowed
                claims having priority over any and all
                administrative expenses, diminution claims and
                all other claims, including all administrative
                expenses of the kind specified in Sections 503(b)
                or 507(b) of the Bankruptcy Code.  Claims in
                respect of obligations under the Tranche A
                Facility and the Tranche B Loan will be senior in
                priority to the claims granted under the in
                respect of the Tranche C Loan.  The DIP
                obligations will also be secured by other liens
                and interests pursuant to Sections 364(c)(2),
                364(c)(3) and 364(d)(1).

A full-text copy of the April 29 draft of the Second Amended and
Restated DIP Credit Agreement is available for free at:

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

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 127; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELPHI CORP: Court Approves Up to $650MM in GM Credit Extensions
----------------------------------------------------------------
The Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Delphi Corp. and its
debtor-affiliates to:

   (i) obtain extensions of credit of up to $650 million from
       General Motors Corp. and

  (ii) pay undisclosed fees in connection with the loan.

GM, through an affiliate, will provide $650 million in advances to
Delphi in anticipation of the effectiveness of their Master
Restructuring Agreement and Global Settlement Agreement, both
dated Sept. 6, 2007, and amended Dec. 7, 2007.

As reported in the Troubled Company Reporter on April 29, 2008,
the parties' agreement provides for these terms:

   Borrower:            Delphi Corp.

   Guarantors:          Other Debtors

   Lender:              General Motors Corp.

   Commitment:          GM will provide loans to Delphi beginning
                        May 7, 2008:

                         (a) prior to June 1, 2008, in an
                             aggregate outstanding principal
                             amount not to exceed $200,000,000,

                         (b) from and after June 1, 2008, and
                             prior to July 1, 2008, in an
                             aggregate outstanding principal
                             amount not to exceed $300,000,000
                             and

                         (c) from and after July 1, 2008, in an
                             aggregate outstanding principal
                             amount not to exceed $650,000,000.

   Scheduled
   Termination Date:    The earliest of (a) Dec. 31, 2008, (b)
                        the date on or after the effectiveness of
                        the amendments to each of the Master
                        Restructuring Agreement and the Global
                        Settlement Agreement, on which GM or its
                        affiliates has paid to or for the credit
                        or the account of the Debtors from and
                        after the Effective Date an amount equal
                        to or greater than $650,000,000 in the
                        aggregate under the agreements and (c)
                        the date on which a Reorganization Plan
                        becomes effective.

   Covenants:           The parties agree to, among other things,
                        use their good-faith, commercially
                        reasonable efforts to (a) negotiate and
                        enter into amendments to each of the
                        Global Settlement Agreement and Master
                        Restructuring Agreement as soon as
                        practicable (the parties desire to enter
                        into amendments on or prior to July 1,
                        2008), and (b) obtain the consent of
                        Delphi's statutory committees with
                        respect to the amendments.

   Interest Rates:      Adjusted LIBO Rate plus [__]%  

   Interest Payments:   Interest payment date will mean the last
                        day of each March, June, September and
                        December, commencing Sept. 30, 2008.

   Default Interest:    Rate for Advances plus 2.0%.

   Priority:            The Debtors' obligations to GM will
                        constitute allowed claims having priority
                        pursuant to Section 503(b)(1) of the
                        Bankruptcy Code.  GM's set-off rights
                        will rank ahead of general unsecured
                        claims at all times.

   Conditions to
   Effectiveness:       The GM Agreement will be effective, when,
                        among other things, the Court approves
                        an amendment to the Amended and Restated
                        Revolving Credit, Term Loan and Guaranty
                        Agreement, dated as of Nov. 20, 2007,
                        originally signed by JPMorgan Chase Bank,
                        N.A., as administrative agent, and  
                        Citicorp USA, Inc., which amendment will
                        extend the termination date thereunder to
                        a date no earlier than Dec. 31, 2008.

A copy of the April 29 draft of the Agreement is available for
free at http://bankrupt.com/misc/Delphi_GM_Agreement2.pdf

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 127; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELPHINUS CDO: Moody's Downgrades Ratings on Seven Note Classes
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
of notes issued by Delphinus CDO 2007-1, Ltd., and left on review
for possible further downgrade ratings of four of these classes of
notes:

Class Description:

$27,000,000 Class S Senior Floating Rate Deferrable Notes Due
October 2012

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

Class Description:

$73,500,000 Class A-1A Senior Floating Rate Notes Due October 2047

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

$86,500,000 Class A-1B Senior Floating Rate Notes Due October 2047

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

$160,000,000 Class A-1C Senior Floating Rate Notes Due October
2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

$144,500,000 Class A-2 Senior Floating Rate Notes Due October 2047

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

$138,500,000 Class A-3 Senior Floating Rate Notes Due October 2047

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

$131,000,000 Class B Senior Floating Rate Notes Due October 2047

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

Delphinus CDO 2007-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities and CDO
securities.  On Jan. 2, 2008 the transaction experienced an event
of default caused by a failure of the Par Value Coverage Ratio to
be greater than or equal to the required amount pursuant Section
5.1(i) of the Indenture dated July 19, 2007.  That event of
default is continuing.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the controlling class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the controlling
class.  Because of this uncertainty, the ratings of four classes
of notes issued by Delphinus CDO 2007-1 Ltd. are on review for
possible further action.


DENMARK HOMES: South Carolina Housing Slump Cues Chapter 11 Filing
------------------------------------------------------------------
The DenMark Corporation, dba DenMark Homes, sought protection
under chapter 11 of the U.S. Bankruptcy Code late last month,
Triangle Business Journal's Chris Coletta relates.  The
homebuilder's demise was brought about by the slumping housing
market, particularly in Myrtle Beach, South Carolina, the report
quotes Debtor's counsel, Trawick Stubbs, Esq., as saying.

DenMark Homes hopes to continue its operations under bankruptcy
and to execute a plan to repay its creditors, Business Journal
reports.

The company's business in Wake and Granville County in Myrtle
Beach and in North Raleigh, however, were "going gangbusters,"
Business Journal says, citing Mr. Stubbs.

Based on the report, DenMark Homes generated $45 million in
revenue last year.

DenMark Homes listed $92 million in assets and $73 million in
debts owed to various creditors, including Wachovia, SunTrust,  
Stock Building Supply and Capital Bank, the report reveals.

Mr. Stubbs said that his client will pool funds by liquidating
some assets that are under development, Business Journal says.  
The Debtor asked the a U.S. Bankruptcy Court's permission to
dispose 10 subdivided lots for about $2.9 million, report adds.  
The Debtor is also actively seeking a partner to complete its
projects, according to the report.  Business Journal relates that
bank lenders are willing to extend more funds for the completion
of the Debtor's homebuilding projects.

According to Mr. Stubbs, his client can now be considered "as a
solvent company," the report says.

                        About DenMark Homes

The DenMark Corporation dba DenMark Homes --
http://www.denmarkhomesusa.com/-- is a home builder and developer  
that traces its roots to 1989, formed by partners, Dennis Cyrus
and Mark Dowdy.  The company does business in the Triangle in
North Carolina and in the Myrtle Beach, South Carolina.


DENNY'S CORP: March 26 Balance Sheet Upside-Down by $172.2 Million
------------------------------------------------------------------
Denny's Corporation reported Tuesday results for its first quarter
ended March 26, 2008.

At March 26, 2008, the company's consolidated balance sheet showed
$384.8 million in total assets and $557.0 million in total
liabilities, resulting in a $172.2 total stockholders' deficit.

The company's consolidated balance sheet at March 26, 2008, also
showed strained liquidity with $63.3 million in total current
assets available to pay $127.1 million in total current
liabilities.

Net income for the first quarter was $5.0 million, an increase of
$3.8 million compared with net income of $1.2 million in the first
quarter ended March 28, 2007.  

Adjusted income before taxes for the first quarter was
$2.0 million, an increase of $2.1 million compared with the prior
year loss of $100,000.  This measure, which is used as an internal
profitability metric, excludes restructuring charges, exit costs,
impairment charges, asset sale gains, share-based compensation,
other nonoperating expenses and income taxes.

For the first quarter of 2008, Denny's reported total operating
revenue, including company restaurant sales and franchise revenue,
of $196.0 million compared with $236.8 million in the prior year
quarter.  

Company restaurant sales decreased $46.2 million due to the sale
of company restaurants to franchisees under the company's
Franchise Growth Initiative.  A 0.7% increase in same-store sales
at company restaurants partially offset the impact of 128 fewer
equivalent company restaurants compared with the prior year
quarter.  During the first quarter, Denny's opened one new company
restaurant, closed one and sold 21 to franchisee operators.

Franchise revenue in the first quarter increased $5.5 million, or
26%, to $26.4 million due primarily to an increase of 136
equivalent franchise restaurants compared with the prior year
period.  The growth in franchise revenue included a $2.7 million
increase in rental income, a $2.0 million increase in royalties
and a $700,000 increase in franchise fees.  During the first
quarter, Denny's franchisees opened nine new restaurants, closed
five and purchased 21 company restaurants.

Operating income for the first quarter increased $7.5 million to
$20.2 million due primarily to the increase in gains on the sale
of restaurants.  Excluding gains, losses, and other charges in
both periods, operating income increased $500,000 despite a
$40.8 million decrease in total operating revenue.

Interest expense for the first quarter decreased $2.1 million, or
approximately 19%, to $9.2 million as a result of a $94.4 million
reduction in debt from the prior year period.

Other nonoperating expense increased $5.6 million in the first
quarter due primarily to the discontinuance of hedge accounting
related to a $150.0 million interest rate swap on Denny's credit
facility term loans.  Under the current accounting treatment,
changes in the fair value of the swap are reflected as
nonoperating expense or income.

Nelson Marchioli, president and chief executive officer, stated,
"We are pleased with the progress we are making to optimize our
business model and strengthen our balance sheet, despite the
difficult operating and economic environment impacting our
industry.  "We are confronting the challenges of reduced consumer
spending and rising commodity costs with promotional items that
have strong customer appeal and offer a compelling value but are
also designed to benefit our food cost margins."

Mr. Marchioli concluded, "While we do not foresee near-term
improvement in the macroeconomic pressures on our business, we
believe our strategic actions will strengthen our long-term
financial performance and enhance shareholder value."

                  Accounting Methodology Review

The company disclosed that it is currently in the process of
reviewing, in consultation with its external auditors, its current
and historical methodology for writing off a portion of goodwill
as restaurants are sold to franchisees.  The unaudited financial
statements presented herein have not been adjusted for any change
to its methodology that may result from its review.

The company currently expects that a change to its methodology
could cause goodwill; operating gains, losses and other charges,
net; and net income before taxes to decrease:

Qtr. ended March 28, 2007    approximately $0.0 to $0.5 million
Year ended Dec. 26, 2007     approximately $3.0 to $4.5 million
Qtr. ended March 26, 2008    approximately $0.5 to $1.5 million

The company said these potential adjustments would be noncash in
nature and are preliminary and could change.  The company expects
to complete this review by the time it files its Form 10-Q on
May 5, 2008, for the quarter ended March 26, 2008.

                Franchise Growth Initiative (FGI)

Denny's continues its strategic initiative to increase franchise
restaurant development through the sale of certain company
restaurants.  During the first quarter, the company sold 21
restaurants to four franchisee operators.  This brings the total
number of company restaurants sold to-date under FGI to 151.  The
first quarter transactions generated net cash proceeds of
$14.4 million; however, approximately $12.7 million of the
proceeds are included in receivables on the quarter-end balance
sheet as the funds were received after the first quarter closed.

During the first quarter, franchisees signed FGI-related
development agreements committing to build 9 franchise
restaurants.  Also during the quarter, franchisees signed
traditional development agreements (MGIP) committing to build an
additional 6 restaurants.  Over the last 15 months, Denny's has
signed development agreements for 135 new restaurants, 12 of which
have opened, yielding a current development pipeline of 123
restaurant commitments.

                    About Denny's Corporation

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a  
full-service family restaurant chain, consisting of 373 company-
owned units and 1,177 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.  


DUANE READE: S&P Lifts Corporate Credit Rating to 'CCC+' From CCC
-----------------------------------------------------------------
Standard & Poor's Rating Services said it raised the corporate
credit rating on New York City-based Duane Reade Inc. to 'CCC+'
from 'CCC'.  The outlook is developing, which means S&P could
raise, maintain, or lower the ratings.
     
"The upgrade reflects the improvements in operating performance
the company has achieved over the past two years," said Standard &
Poor's credit analyst Diane Shand.  Duane Reade has generated good
same-store sales growth over the past two years and the operating
margin has improved to 11.5% in the trailing 12 months ended
March 29, 2008, from 9.3% in the trailing 12 months ended April 1,
2006.  The margin expansion is the result of sales leverage, an
increasing mix of high-margin front-end items and generic drugs,
improvements in merchandising, and cost controls.  "Over the near-
term," added Ms. Shand, "we expect this level of performance to
continue."


EDUCATIONAL SERVICES: Case Summary & 17 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Educational Services & Products, LLC
        19 Dove Street, Suite 104
        Albany, NY 12210-1346

Bankruptcy Case No.: 08-11400

Type of Business: The Debtor is a school district Medicaid billing
                  agent in the country.  It has also developed the
                  Student Tracking And Reporting System
Web-based                   
                  management information system for school
                  districts' special edducation programs.  See
                  http://www.esp-sgs.com/

Chapter 11 Petition Date: April 30, 2008

Court: Northern District of New York (Albany)

Debtor's Counsel: Richard L. Weisz, Esq.
                  Hodgson Russ, LLP
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 465-2333
                  Email: Rweisz@hodgsonruss.com

Total Assets: $31,571,921

Total Debts:  $13,611,681

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Mecca Tech, Inc.               Outgoing Litigation   $10,500,000
5840 Enterprise Drive
Lansing, MI 48910

Fifth Third Bank               Promissory Note       $941,253
P.O. Box 630337
Cincinnati, OH 45263

                               Line of Credit        $662,384

Patrick C. Baril               Unpaid commissions    $536,309
8473 Gray Fox Drive            from Evergreen, CO
Evergreen, CO 80439            80439 July 2007
                               through March 2008

                               Promissory Note       $40,000
                               (March 2008)

                               Wages (March-April    $22,711
                               2008) and Expense
                               Reimbursements
                               (January-April 2008)

Internal Revenue Service       Unpaid Taxes          $287,500
Bankruptcy Insolvency Unit,
5th Floor
Leo O'Brien Building,
1 Clinton Ave.
Albany, NY 12207

John K. Schick/                Unpaid Promissory     $74,997
                               Note

Joseph J. O'Hara               Wages (January-       $53,333
                               April 2008) and
                               Expense
                               Reimbursements (July
                               2007-April 2008)

Uptime Consulting              Unpaid Professional   $52,426
                               Services

American Express/Executive     Credit Card           $41,085
Business Card

JGL Management Consulting,     Unpaid Invoices for   $30,236
                               Professional Services

American Express               Line of Credit        $27,800

American Express/PDM, Inc.     Cash Rebate Card      $20,243

Educational Consulting Group   Unpaid Invoices for   $19,500
                               Professional
                               Services

Claudia A. Kiser               Wages (March-April    $19,335
                               2008) and Expense
                               Reimbursements
                               (October 2006-April
                               2008)

Ridvan Jakupi                  Wages (March-April    $22,403
                               2008)

Romona L. Soppe                Wages and Expense     $18,877
                               Reimbursements
                               (March-April 2008)

Tami K. Ashworth               Wages and Expense     $17,590
                               Reimbursements
                               (March-April 2008)

Jay A. Bertoch                 Wages (March-April    $15,625
                               2008) and Expense
                               Reimbursements (July
                               2007-April 2008)


ENRON CORP: Federal Court Approves Cliff Baxter Estate Settlement
-----------------------------------------------------------------
A federal court approved an $850,000 settlement between the Estate
of Cliff Baxter, a former "Top Hat" executive of Enron Corp., and
the Enron Employee Committee, represented by Cooley Godward
Kronish LLP.

Prior to his committing suicide in the wake of the Enron
bankruptcy scandal and within weeks of the Enron bankruptcy
filing, Baxter had accelerated and taken $1.3 million of his
deferred compensation benefits.  That action was challenged by the
Enron Employee Committee in a complaint alleging causes of action
in preference and fraudulent transfer.

"After protracted litigation with the Baxter Estate over liability
issues and the value of the settlement, an agreement was reached
which returns to Enron's creditors the lion's share of the
wrongfully obtained proceeds," said Ronald Sussman, Esq., a
partner at Cooley Godward, who leads the restructuring team.  "The
beneficiaries of the settlement include former Enron employees who
waited to be paid, along with the rest of Enron's general
creditors," he continued.

During the course of the litigation, the U.S. Supreme Court held
arguments in the Anna Nicole Smith case relating to her ex-
husband's estate.  The legal issues argued before the high court
were expressly determinative of the legal challenge made by the
Baxter estate to the action brought by the Cooley team on behalf
of the Enron Employee Committee.

The litigation with the Estate of Smith's deceased husband brought
to a head a dispute involving the jurisdictional power of the U.S.
Federal Bankruptcy courts over the jurisdictional power of state
courts in probate proceedings.  A similar challenge was raised by
the Enron Employee Committee litigation against the Baxter estate.

"Ultimately, the Supreme Court's ruling in the Anna Nicole Smith
case was instrumental in our team prevailing against the Baxter
estate," said James Beldner, Esq., another partner at the firm.

To date, the value of recoveries achieved by Cooley on behalf of
the Enron Employee Committee exceeds $40 million.  In addition to
Mssrs. Sussman and Beldner, the Cooley team prosecuting claims on
behalf of the Enron Employee Committee included associates
Nicholas Smithberg, Esq., Gregory Plotko, Esq., Seth Van Aalten,
Esq. and Michael Klein, Esq.

                       About Cooley Godward

Cooley Godward Kronish LLP -- http://www.cooley.com/-- has 650  
attorneys representing clients across a broad array of dynamic
industry sectors, including technology, life sciences, real
estate, financial services, retail and energy.

The firm's Bankruptcy & Restructuring attorneys have extensive
experience representing creditors and debtors in all aspects of
bankruptcy and out-of-court restructurings.  The team has handled
matters throughout the U.S. and abroad, across a wide array of
industries including retail, technology and manufacturing
companies, utilities and multi-national financial conglomerates.

                       About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP, represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represent the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.


EPHESUS CAPITAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ephesus Capital Partners, LLC
        dba Celebrity Kids Portrait Studios
        1005 W. Webster Ave., Ste. 9
        Chicago, IL 60614

Bankruptcy Case No.: 08-10425

Type of Business: The Debtor provides photography services.  See
                  http://www.celebritykids.com/

Chapter 11 Petition Date: April 25, 2008

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: Lewis J. Todhunter, Esq.
                  Email: ljt@defrees.com
                  Defrees & Fiske
                  200 S. Michigan Ave.
                  Chicago, IL 60604
                  Tel: (312) 372-4000
                  Fax: (312) 939-5617
                  http://www.defrees.com/

Total Assets:   $92,247

Total Debts: $2,138,085

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Randy and Sherrie DelPrince                          $543,952
10581 Tremont Dr.
Fishers, IN 46036

Randy and Sherrie DelPrince                          $412,687
10581 Tremont Dr.
Fishers, IN 46036

Search Fund Partners 2                               $265,120
885 Oak Grove, Ste. 102
Menlo Park, CA 94025

George and Sandra Weiksner                           $231,980

Peterson Ventures II, LLC                            $165,700

L. Henry Edmunds, Jr.                                $132,560

Gregory R. and Delia Staley                          $66,280

Nicholas Weiksner                                    $66,280

Simon Property Group                                 $34,670

Alessandro Mina                                      $33,140

Rock Wood Equity Partnership                         $33,140
Fund

Bradford T. Brown                                    $33,140

Eric Bunting                                         $33,140

Marco Island Capital, LLC                            $19,884

Easton Town Center, LLC        Lease                 $19,031

Sean Arnold                                          $16,570

Clay Terrace Partners                                $13,430

Cumberland Acct.                                     $5,000

FC Marion, LLC                                       $4,048

Buxton Co.                                           $3,016


FIRST FRANKLIN: Moody's Downgrades Ratings on 63 Classes of Certs.
------------------------------------------------------------------
Moody's Investors Service downgraded 63 certificates and placed
under review for possible downgrade 11 certificates from 19 First
Franklin Mortgage Loan Trust transactions issued in 2002, 2003 and
2004.  All transactions are backed by first-lien fixed and
adjustable-rate subprime mortgage loans originated by First
Franklin Financial Corporation.

Sixty-three tranches are downgraded because the current credit
enhancement provided by subordination, overcollateralization and
excess spread for each deal is low compared to the projected
pipeline losses of the underlying pool.  All of the transactions
have less than 20% pool factor and 14 of them have less than 10%
pool factor.  Stepdown and continuous losses have left the deals
with thin credit enhancement levels and made them more vulnerable
to pool deterioration in the tail end of the deals' lives.  
Despite the recent losses, all 19 transactions still have a
significant amount of seriously delinquent loans in the underlying
pools (defined as loans that are 60 days or more delinquent, in
bankruptcy, foreclosure or real-estate owned).

The complete rating actions are:

Issuer: First Franklin Mortgage Loan Trust 2002-FF1

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

  -- Cl. M-1, Downgraded to Baa3 from Aa2

  -- Cl. M-2, Downgraded to B2 from A2

  -- Cl. M-3, Downgraded to B3 from Baa2

Issuer: First Franklin Mortgage Loan Trust 2002-FF2

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

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

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

  -- Cl. M-2, Downgraded to Caa2 from Ba1

  -- Cl. M-3, Downgraded to C from Ba2

Issuer: First Franklin Mortgage Loan Trust 2002-FF3

  -- Cl. A1, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. M1, Downgraded to A3 from Aa2

Issuer: First Franklin Mortgage Loan Trust 2002-FF4

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

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

  -- Cl. M-1, Downgraded to Baa2 from Aa2

  -- Cl. M-2, Downgraded to Ba3 from A2

  -- Cl. M-3, Downgraded to B1 from Baa1

Issuer: First Franklin Mortgage Loan Trust 2003-FF1

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

  -- Cl. M-1, Downgraded to A3 from Aa2

  -- Cl. M-2, Downgraded to Caa1 from Baa2

  -- Cl. M-3F, Downgraded to C from Ca

  -- Cl. M-3V, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2003-FF2

  -- Cl. M-1, Downgraded to A2 from Aa2
  -- Cl. M-2, Downgraded to B2 from A2
  -- Cl. M-3A, Downgraded to Ca from A3
  -- Cl. M-3F, Downgraded to Ca from A3
  -- Cl. M-4A, Downgraded to C from Baa1
  -- Cl. M-4F, Downgraded to C from Baa1
  -- Cl. M-5A, Downgraded to C from Baa2
  -- Cl. M-5F, Downgraded to C from Baa2

Issuer: First Franklin Mortgage Loan Trust 2003-FF4

  -- Cl. M-1, Downgraded to A2 from Aa2
  -- Cl. M-2, Downgraded to Ba3 from Baa1
  -- Cl. M-3, Downgraded to Caa2 from Baa3
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa3

Issuer: First Franklin Mortgage Loan Trust 2003-FF5

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

Issuer: First Franklin Mortgage Loan Trust 2003-FFH1

  -- Cl. M-1, Downgraded to A3 from Aa2

Issuer: First Franklin Mortgage Loan Trust 2003-FFH2

  -- Cl. M-1A, Downgraded to Baa1 from Aa2
  -- Cl. M-1B, Downgraded to Baa1 from Aa2

Issuer: First Franklin Mortgage Loan Trust 2004-FF1

  -- Cl. B-1, Downgraded to Ba2 from Baa1
  -- Cl. B-2, Downgraded to Caa1 from Baa2
  -- Cl. B-3, Downgraded to C from Baa3

Issuer: First Franklin Mortgage Loan Trust 2004-FF2

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

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

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. M-4, Downgraded to A3 from A1

  -- Cl. M-5, Downgraded to Baa2 from A2

  -- Cl. M-6, Downgraded to Ba1 from A3

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

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

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

Issuer: First Franklin Mortgage Loan Trust 2004-FF3

  -- Cl. M-2, Downgraded to Baa1 from A2
  -- Cl. M-3, Downgraded to Baa2 from A3
  -- Cl. M-4, Downgraded to B3 from Baa3
  -- Cl. B-1, Downgraded to C from B1
  -- Cl. B-2, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2004-FF4

  -- Cl. B-2, Downgraded to Ba2 from Baa2
  -- Cl. B-3, Downgraded to C from Ba3

Issuer: First Franklin Mortgage Loan Trust 2004-FF6

  -- Cl. B-2, Downgraded to Baa3 from Baa2
  -- Cl. B-3, Downgraded to B3 from Ba3
  -- Cl. B-4, Downgraded to C from B3

Issuer: First Franklin Mortgage Loan Trust 2004-FF8

  -- Cl. B-2, Downgraded to Ba1 from Baa2
  -- Cl. B-3, Downgraded to Ba2 from Baa3
  -- Cl. B-4, Downgraded to B3 from Ba1

Issuer: First Franklin Mortgage Loan Trust 2004-FFH1

  -- Cl. M-2, Downgraded to Baa1 from Aa2
  -- Cl. M-3, Downgraded to Baa2 from Aa3
  -- Cl. M-4, Downgraded to Ba3 from Baa2
  -- Cl. M-5, Downgraded to Ca from Ba2
  -- Cl. M-6, Downgraded to C from Caa1

Issuer: First Franklin Mortgage Loan Trust 2004-FFH2

  -- Cl. M-2, Downgraded to A1 from Aa2
  -- Cl. M-3, Downgraded to A2 from Aa3

Issuer: First Franklin Mortgage Loan Trust 2004-FFH3

  -- Cl. M-2, Downgraded to A3 from Aa2
  -- Cl. M-3, Downgraded to Baa1 from Aa3


FIRST FRANKLIN: S&P Downgrades Ratings on 29 Classes of Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 29
classes of certificates issued by six First Franklin Mortgage Loan
Trust transactions.  S&P removed two of these lowered ratings from
CreditWatch with negative implications and placed one on
CreditWatch with negative implications.  At the same time, S&P
affirmed 22 ratings and placed two additional ratings on
CreditWatch with negative implications.
     
The downgraded transactions have sizable loan amounts that are
severely delinquent (90-plus days, foreclosures, and REOs).  As of
the March 2008 remittance report, the severe delinquencies were
(series: severe delinquency amount, % of current pool balance):

     -- 2003-FF2: $6.749 million, 17.35%;
     -- 2003-FF5: $15.466 million, 18.54%;
     -- 2004-FF2: $14.744 million, 21.36%;
     -- 2004-FF7: $33.828 million, 11.59%;
     -- 2004-FF11: $60.323 million, 21.14%; and
     -- 2005-FF5: $60.701 million, 25.35%.
     
Furthermore, realized losses for the transactions have been
accelerating over the past year, exceeding available excess
interest and reducing overcollateralization (O/C) for each
transaction.  Average losses are as follows (series: three-, six-,
12-month average realized losses {million}):

     -- 2003-FF2: $0.378, $0.412, $0.276;
     -- 2003-FF5: $0.570, $0.508, $0.490;
     -- 2004-FF2: $0.627, $0.463, $0.387;
     -- 2004-FF7: $0.864, $0.637, $0.663;
     -- 2004-FF11: $0.989, $0.938, $0.818; and
     -- 2005-FF5: $0.795, $0.766, $0.673.
     
In addition, class M-6 from series 2003-FF5 realized a principal
loss of $319,513 during the March 2008 remittance period.
     
Series 2004-FF11 has started to step down over the past several
months, with 39 months of seasoning.  This reduction in credit
support, combined with accelerating losses and increasing amounts
of severely delinquent loans, indicate that credit support will
continue to deteriorate going forward.  S&P placed the ratings on
classes M-7, M-8, and M-9 on CreditWatch with negative
implications to reflect the possibility for deterioration of the
subordination that provides support for these classes due to the
deal's stepping down.  The classes stand to lose $11 million to
$32 million in subordination over the next several months.  
     
Standard & Poor's will continue to closely monitor the performance
of classes M-7, M-8, and M-9 from series 2004-FF11.  If credit
support for these classes is adequate to support the current
ratings, S&P will affirm the ratings and remove them from
CreditWatch.  Conversely, if credit support continues to
deteriorate to a point at which it is insufficient to maintain the
current ratings, we will take further negative rating actions.
     
Finally, series 2005-FF5 has failed a delinquency trigger for five
consecutive months.  If this trend continues, it will impede the
transaction's ability to disburse principal payments to the
subordinate classes after the step-down date, which causes the
classes to be increasingly susceptible to realizing principal
losses.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  The collateral for these series
consists of a pool of fixed- and adjustable-rate, fully amortizing
and balloon payment mortgage loans secured by first liens on one-
to four-family residential properties.

                         Ratings Lowered

                First Franklin Mortgage Loan Trust

                                            Rating
                                            ------
         Transaction         Class      To             From
         -----------         -----      --             ----
         2003-FF2            M-1        BBB            AA
         2003-FF2            M-2        B              BB
         2003-FF2            M-3A       CCC            B
         2003-FF2            M-3F       CCC            B
         2003-FF2            M-4A       CCC            B-
         2003-FF2            M-4F       CCC            B-
         2003-FF2            M-5A       CCC            B-
         2003-FF2            M-5F       CCC            B-
         2003-FF5            M-2        B              BB
         2003-FF5            M-3        CCC            B
         2003-FF5            M-5        CC             CCC
         2003-FF5            M-6        D              CCC
         2004-FF11           M-10       CCC            B
         2004-FF11           B-1        CCC            B-
         2004-FF2            M-4        BBB            A+
         2004-FF2            M-5        BB             BBB
         2004-FF2            M-6        B              BB
         2004-FF2            M-7        CCC            B
         2004-FF2            M-8        CCC            B-
         2004-FF2            M-9        CC             CCC
         2004-FF7            M7         BBB            A-
         2004-FF7            M8         BB-            BB
         2005-FF5            M-8        BBB-           BBB
         2005-FF5            M-9        B              BB+
         2005-FF5            M-10       CCC            B+
         2005-FF5            B          CC             CCC

         Rating Lowered and Placed on CreditWatch Negative

                First Franklin Mortgage Loan Trust

                                            Rating
                                            ------
         Transaction         Class      To             From
         -----------         -----      --             ----
         2004-FF11           M-7        BBB/Watch Neg  A-

       Ratings Lowered and Removed From CreditWatch Negative

                First Franklin Mortgage Loan Trust

                                       Rating
                                       ------
   Transaction         Class      To             From
   -----------         -----      --             ----
   2004-FF11           M-8        B              BBB+/Watch Neg
   2004-FF11           M-9        CCC            BBB/Watch Neg

              Ratings Placed on CreditWatch Negative

                First Franklin Mortgage Loan Trust

                                            Rating
                                            ------
         Transaction         Class      To             From
         -----------         -----      --             ----
         2004-FF11           M-5        A+/Watch Neg   A+
         2004-FF11           M-6        A/Watch Neg    A

                        Ratings Affirmed

                First Franklin Mortgage Loan Trust

                Transaction         Class      Rating
                -----------         -----      ------
                2003-FF5            M-1        AA
                2003-FF5            M-4        CCC
                2004-FF11           I-A1       AAA
                2004-FF11           I-A2       AAA
                2004-FF11           II-A3      AAA
                2004-FF11           M-1        AA+
                2004-FF11           M-2        AA+
                2004-FF11           M-3        AA
                2004-FF11           M-4        AA-
                2004-FF11           B-2        CCC
                2004-FF2            M-1        AA+
                2004-FF2            M-2        AA
                2004-FF2            M-3        AA-
                2004-FF7            A1         AAA
                2004-FF7            A5         AAA
                2004-FF7            M1         AA+
                2004-FF7            M2         AA
                2004-FF7            M3         AA-
                2004-FF7            M4         A+
                2004-FF7            M5         A
                2004-FF7            M6         A-
                2004-FF7            M9         B


FORD MOTOR: April 2008 Sales Drops 12%, Focus Sales Ups 88%
-----------------------------------------------------------
Total Ford Motor Company sales in April 2008, including Jaguar,
Land Rover, and Volvo sales, totaled 200,727, down 12%.

Ford's new Focus continues to defy gravity -- and the U.S. economy
-- with a 88% jump in retail sales versus last April and the
highest total Focus April sales since 2000.

"Focus is the right car at the right time," Jim Farley, Ford group
vice president, Marketing and Communications, said.  "This is the
little car that delivers in a big way for customers, with
outstanding fuel economy, cool features including SYNC, a fun
drive and the right price, right along with the rest of our newest
cars and crossovers."

Ford, Lincoln and Mercury cars achieved a 21% increase in retail
sales.  While Focus was the standout, the company's mid-size cars
also posted higher retail sales. Ford Fusion retail sales were up
31%, Mercury Milan retail sales were up 19% and Lincoln MKZ retail
sales were up 20%.  The Fusion and Milan set April sales records
with total sales of 15,059 for the Fusion and 3,809 for the Milan.

Retail sales for the company's crossovers were 11% higher than a
year ago, paced by the Ford Edge (up 24%) and Ford Escape (up
13%).  Retail sales for the Mercury Mariner were up 6 percent and
Lincoln MKX retail sales were up 4%.

Higher gas prices are accelerating the industry-wide shift from
trucks and traditional sport utility vehicles to cars and
crossovers.  At Ford, April sales for sport utility vehicles were
36% lower than a year ago and trucks were 19% lower.

Lower sales to daily rental companies (down 32%) also contributed
to the company's sales decline.  Overall, Ford, Lincoln and
Mercury sales totaled 189,247, down 12% compared with a year ago.  
Retail sales to individual customers were down 7%.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said that the ratings and
outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated
B/Stable/B-3) were not affected by Ford's announcement of an
agreement to sell its Jaguar and Land Rover units to Tata Motors
Ltd. (BB+/Watch Neg/--) for $2.3 billion (before $600 million of
pension contributions by Ford for Jaguar-Land Rover).

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor
Company and Ford Motor Credit Company at 'B', and maintained the
Rating Outlook at Negative.

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the United Auto
Workers.


FRENCH LICK: Distressed Exchange Offer Cues Moody's 'D' Ratings
---------------------------------------------------------------
Moody's Investors Service lowered French Lick Resorts and Casino,
LLC's probability of default rating to D from Caa3.  The corporate
family rating and the rating on the mortgage notes were affirmed
at Caa3.  The rating outlook is stable.  These actions reflect the
default situation following the completion of the distressed
exchange offer.

FLRC purchased approximately $128 million principal amount or 47%
of the outstanding mortgage notes at a 20% discount to the par
value, characterizing a distressed exchange transaction and a
situation of default in Moody's view, which was reflected by a
downgrade of the probability of default rating to D.  Based on an
above-average family recovery rate considering the terms of the
distressed exchange for the tendered bonds, the lower level of
debt in the capital structure following the partial notes
redemption and the repayment of the revolver borrowings, and
Moody's assessment of FLRC's EBITDA multiple-implied enterprise
value, the corporate family rating and rating on the mortgage
notes were affirmed at Caa3.

Post default, the probability of default rating will be upgraded.   
The partial notes redemption will result in a lower interest
burden, which may alleviate to some degree the strain on liquidity
in the near term.  Moody's also recognizes some on-going support
from the Cook family, although the $128 million notes redemption
was made at a discount, translating into a default as per Moody's
definition.  As the evolution of FLRC's business model viability
and future operating performance remain areas of concerns for
Moody's, considering the remote location of the resort, the
increasing competition in Southern Indiana and the challenging
consumer spending environment, the probability of default rating
is not expected to be upgraded by more than one notch.

Rating downgraded:

  -- Probability of default rating to D

Ratings affirmed:

  -- Corporate family rating at Caa3

  -- Mortgage notes due 2014 at Caa3 (LGD assessment changed
     to LGD3/35%)

French Lick Resorts & Casino LLC is a privately held company that
owns a luxury resort consisting of a casino with about 1,200 slot
machines and 32 table games, two historic hotels with 680 guest
rooms and suites, and 45 holes of golf in French Lick, Indiana.


FRENCH LICK: Tender Offer Cues S&P To Downgrade Rating to 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on French Lick Resorts & Casino LLC to 'SD' (selective
default) from 'CCC'.  At the same time, Standard & Poor's lowered
its issue-level rating on FLRC's senior notes to 'D' from 'CCC'.
     
The ratings downgrade follows the successful tender for
$127.9 million of principal amount, or 47% of FLRC's $270 million
mortgage notes outstanding.  The notes were purchased at a
discount to par of $780 per $1,000 principal amount, plus a tender
premium of $20.  While a payment default did not occur relative to
the legal provisions of the notes, Standard & Poor's considers a
default to have occurred when a payment related to an obligation
is not made in accordance with the original terms (even with
investor agreement) and the nonpayment is a function of the
borrower being under financial distress.
     
Standard & Poor's will assess the company's new capital structure,
and expects to revise ratings to levels that are reflective of it
within the next few weeks (likely around the time that the company
files its first-quarter earnings statements).
     
"Our review will consider management's operating strategies and
expected operating performance, and the potential for additional
support from the owner," noted Standard & Poor's credit analyst
Ariel Silverberg.


FTD INC: S&P Assigns 'B+' Rating on Negative Watch Pending Review
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed all its ratings
on Downers Grove, Illinois-based FTD Inc., including its 'B+'
corporate credit rating, on CreditWatch with negative
implications, meaning that S&P could either lower or affirm the
ratings following the completion of its review.  Total debt
outstanding at FTD was about $302 million at Jan. 30, 2008.
     
The CreditWatch placement follows the announcement that United
Online Inc. will acquire FTD for about $800 million.  Total
consideration to FTD stockholders will be about $456 million,
comprised of $222 million in cash, 12.35 million shares of United
Online stock, and $100 million aggregate principal amount of 13%
senior secured notes due 2013.  The remaining purchase price
consists of repayment of FTD indebtedness and expenses incurred in
connection with the transaction.  United Online has obtained a
financing commitment, including $375 million of term loans at FTD,
which will be funded at closing, and a $75 million revolving
credit facility for FTD's working capital needs.  FTD's
$175 million 7.75% senior subordinated notes due 2014 either will
be defeased at closing or retired pursuant to a tender offer and
consent solicitation.  S&P would withdraw the 'B-' rating on the
notes at that time.
     
"We will evaluate the company's capital and organizational
structures and operating plans, as well as future financial policy
with management, before resolving the CreditWatch listing," said
Standard & Poor's credit analyst Alison Sullivan.


GAINEY CORP: S&P Puts 'CCC+' Corporate Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'CCC+' long-term corporate credit rating, on Gainey Corp. on
CreditWatch with negative implications.
      
"The CreditWatch placement reflects heightened concerns over the
trucking company's prospective bank covenant compliance,
refinancing risk, and earnings performance over the next year,
given the slowing U.S. economy and continuing pressures in the
trucking sector," said Standard & Poor's credit analyst Anita
Ogbara.
     
At the same time, Standard & Poor's placed the 'B-' rating on
Gainey's $260 million senior secured credit facility on
CreditWatch with negative implications.
     
During the past several quarters, Grand Rapids, Michigan-based
Gainey's earnings and cash flow have been hurt by the soft freight
environment.  The company is reducing capacity through asset
disposals, and has taken measures to improve pricing and
profitability.  Gainey recently obtained an amendment to its
credit facility that will allow minor covenant relief through
March 31, 2009.  Still, there is very little room for a material
decline in EBITDA.  In addition, the amendment includes a
refinancing clause that requires the facility to be refinanced by
May 31, 2009.
     
S&P will lower its ratings on Gainey if financial results fail to
improve and access to liquidity is further constrained.


GLACIER FUNDING: Moody's Cuts 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
Glacier Funding CDO II, Ltd.:

Class Description: $100,000 A-1V First Priority Voting Senior
Secured Floating Rate Notes due November 2042

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

Class Description: $324,900,000 Class A-1NV First Priority Non-
Voting Senior Secured Floating Rate Notes due November 2042

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

Class Description: $70,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due November 2042

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $65,750,000 Class B Third Priority Senior
Secured Floating Rate Notes due November 2042

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

Class Description: $20,250,000 Class C Fourth Priority Mezzanine
Secured Floating Rate Notes due November 2042

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

Class Description: $4,000,000 Class D Fifth Priority Mezzanine
Secured Floating Rate Notes due November 2042

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

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


HARRINGTON SCHWEERS: Receiver Wants Involuntary Filing Dismissed
----------------------------------------------------------------
John McGinley, the court-appointed receiver overseeing Harrington
Schweers Dattilo & McClelland's estate, will seek dismissal of an
involuntary bankruptcy petition filed against the law firm, the
Pittsburg Tribune relates.

As reported in the Troubled Company Reporter on April 28, 2008, 11
clients of the law firm petitioned for an Involuntary Chapter 11
bankruptcy.

According to the Pittsburg Tribune, the petitioning clients
believed that they could recover more of the firm's assets when
partitioned by way of the federal bankruptcy court than through
state-administered receivership.

The Pittsburg Tribune, citing court records, says the boutique
firm, which concentrated in personal-injury cases, was placed in
receivership in September and ceased doing business when a group
of clients brought malpractice lawsuits in recent months against
name partner William Schweers Jr.  

Harrington Schweers Dattilo & McClelland P.C. is a law firm
headquartered in Pittsburg, Pennsylvania.  Former clients filed
for an involuntary Chapter 11 Bankruptcy protection on April 22,
2008 (Bank. W.D. Penn. Case No. 08-22622).


HEALTH NET: S&P Changes Outlook to Negative; Holds 'BB+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Health
Net Inc. and Health Net's operating subsidiaries to negative from
stable.
     
Standard & Poor's also said that it affirmed its 'BB+'
counterparty credit rating on Health Net and its 'BBB'
counterparty credit and financial strength ratings on Health Net's
core operating subsidiaries.
     
In addition, Standard & Poor's assigned a '3' recovery rating to
Health Net's $400 million, 6.375% senior notes due 2017, which are
rated 'BB+' (the same as the counterparty credit rating on the
company).  The recovery rating indicates the expectation for
meaningful (50%-70%) recovery in the event of a payment default.
      
"The negative outlook reflects our concerns regarding possible
further weakness in Health Net's operating performance as well the
potential for a continuing pattern of earnings volatility
resulting from material non-operating charges," explained Standard
& Poor's credit analyst Neal Freedman.  "The current challenging
operating environment the U.S. health insurance industry is facing
exacerbates these concerns."
     
Health Net announced $125 million-$130 million of pretax charges
related to operations in 2007 and 2008.  These charges stemmed
from adverse prior-period reserve adjustments, higher-than-
expected utilization in its Medicare Advantage and Medicare Part D
stand-alone prescription drug plans businesses, an unusually
active flu season, and a proposed substantial rate
cut by the State of California for the company's Medi-Cal plans.   
At the same time, the company announced an additional
$82.4 million of pretax charges, the vast majority of which relate
to litigation and regulatory actions regarding recission practices
in Arizona and California; liabilities connected with the
settlement of the previously disclosed McCoy, Wachtel and
Scharfman lawsuits; and severance and other costs associated with
Health Net's previously announced expense-repositioning
initiative.
     
Excluding the $82.4 million charge resulting primarily from Health
Net's litigation expenses and expense repositioning initiative,
Standard & Poor's expects 2008 consolidated pretax GAAP earnings
to be $600 million-$630 million, reflecting a return on revenue of
about 4.0%.  Excluding Medicare Part D prescription drug plan, the
company's 2008 consolidated enrollment is expected to be flat
compared with a 1% decrease in 2007.
     
If Health Net's operating performance or earnings were to
deteriorate further because of material non-operating changes, S&P
could lower the ratings by one notch.


HILITE INT'L: Tight Liquidity Prompts S&P's Rating Cut to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hilite International Inc. to 'B-' from 'B' because of
the company's tight liquidity heading into a very difficult sales
environment for the North American and European automotive
industries.

S&P does not expect Hilite to generate any material free cash from
operations until at least 2009, given the weak sales
environment and the need for investment to support business
contracts won in 2007.  Although Hilite has adequate liquidity at
the moment, the company will use cash in 2008, and covenants,
which tighten at year-end 2008, provide little cushion for
material weakness in European original equipment production
volumes or a rise in the company's operational costs in 2008.
      
"The ratings on Cleveland-based auto supplier Hilite reflect the
company's tight liquidity, highly leveraged financial profile, and
vulnerable business position as a relatively small participant in
the intensely competitive automotive industry," said Standard &
Poor's credit analyst Nancy Messer.  Debt outstanding as of Dec.
31, 2007, totaled $231 million, including an unrated $23 million
senior unsecured payment-in-kind term loan at the holding company
and $26.3 million financing liability resulting from the sale
leaseback of a German facility in 2007.
     
S&P could lower the ratings if Hilite is unable to maintain
adequate liquidity in 2008 in light of negative cash flow and
limited bank facility availability.  S&P is concerned about the
company's ability to maintain adequate liquidity because of
volatile market conditions, including pricing pressures and
commodity cost increases, and its expectation of weak original
equipment manufacturer production volumes.  S&P could revise the
outlook to stable or positive the longer term if the company is
able to generate free cash flow, perhaps by increasing revenues
through new product launch volumes while stabilizing margins.


HOME DEPOT: Cuts 1,300 Jobs and Closes 15 Stores
------------------------------------------------
Home Depot Inc. will eliminate 1,300 jobs, close 15 stores and
scrap plans of opening 50 more stores as the U.S. housing slump
paralyzes sales, Duane D. Stanford of Bloomberg news reports.

Various reports say that the changes will result in a $586 million
charge against earnings, nearly all of it in the company's fiscal
first quarter.  In quarter ended April 29, Home Depot posted net
income of $1.05 billion, reports say.

According to The Wall Street Journal, the moves resulted from the
increasing saturation in the home-improvement retail market and
little expectation of a quick rebound in the U.S. housing market,
which has discouraged many homeowners from taking on home-
improvement projects.

WSJ, citing Walter Todd, a principal at Greenwood Capital Inc.,
says it's probably an appropriate action for Home Depot to cut
their expansion and reduce their expenses, given the slower
economic environment.

Bloomberg notes that Home Depot rose the most in a month in New
York trading after saying it will slow its expansion of floor
space to 1.5% next year from 2.5% this year.  The Atlanta-based
chain maintained its forecast for a decline in earnings per share
of 19%t to 24% this year, Bloomberg adds.

According to Bloomberg, the job cuts, which represent less than 1%
of the company's workforce, are Home Depot's third this year.  The
retailer reduced staff at its Atlanta headquarters by 500 people
and said last month it may cut as many as 1,000 jobs as it reduces
human-resources departments in stores by half to shift more
workers to the sales floor, Bloomberg notes.

                     About The Home Depot Inc.

Headquartered in atlanta, Georgia, The Home Depot Inc. (NYSE:HD)
-- http://www.homedepot.com/-- is a home improvement retailer.   
The company, together with its subsidiaries, operates The Home
Depot stores, which are full-service, warehouse-style stores.  The
Home Depot stores sell an assortment of building materials, home
improvement, and lawn and garden products, which are sold to do-
it-yourself customers, do-it-for-me customers and professional
customers.  The retailer employs about 331,000 people.


HOOP HOLDINGS: Closes Asset Sale Deal with Walt Disney Affiliates
-----------------------------------------------------------------
Hoop Holdings LLC, a subsidiary of The Children's Place Retail
Stores, Inc., completed the transition of the Disney Store North
America business and related assets to affiliates of The Walt
Disney Company.

As reported in the Troubled Company Reporter on April 9, 2008,
under the asset purchase agreement filed with the U.S. Bankruptcy
Court in Delaware, the purchase price for the Disney Store
business and assets will be roughly $50 million to $55 million,
payable to Hoop, for the USA Acquired Assets, subject to
adjustment based on inventory levels and $4 million, payable to
accounts to be specified by TCP Services, for the assignment of
its Pasadena, California headquarters office lease.

In connection with the transaction, the company agreed to provide
transitional support services to the Disney affiliates for a
period of up to six months.  At this time, the company estimates
that it will incur cash exit costs of approximately $50 million,
at the low end of its previously stated range of $50 million to
$100 million.  The majority of these cash costs have already been
incurred in the first quarter of fiscal 2008.  As part of the
transaction, the company has received a release from Disney and
has settled potential claims with Hoop.

Upon closing, Hoop will proceed with the administering of the
bankruptcy and its claims.  Hoop anticipates filing a plan of
reorganization and disclosure statements in order to effect a
distribution to its administrative and unsecured creditors by the
end of 2008.

"We are pleased to have completed this transaction successfully,
expeditiously and at the low end of our previously stated exit
cost range," Chuck Crovitz, Interim Chief Executive Officer of The
Children's Place Retail Stores, Inc., stated.  "This event marks a
major milestone for both The Children's Place and our Hoop
subsidiaries.  For The Children's Place, we can once again focus
exclusively on building our core namesake brand and driving the
business forward.  For Hoop, the transfer of the DSNA business
back to Disney maximizes the return to creditors, enables a
substantial portion of the chain to continue operating and is in
the best interest of Hoop's suppliers, landlords, creditors and
others."

                        About Hoop Holdings

Headquartered in Secausus, New Jersey, Hoop Holdings LLC owns and
operates gift, novelty, and souvenir shops.  The company and two
of its affiliates (Hoop Retail Stores, LLC and Hoop Canada
Holdings, Inc.) filed for Chapter 11 protection on March 27, 2008
(Bankr. D. Del. Lead Case No.08-10544).  Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, represents the Debtors in
their restructuring efforts.  The U.S. Trustee for Region 3 has
not appointed creditors to serve on an official committee of
unsecured creditors or examiner under these cases.  When the
Debtors' filed for protection against their creditors, they listed
assets and debts between $100 million to $500 million.


IAC/INTERACTIVECORP: Net Income Drops to $52MM in 2008 1st Quarter
------------------------------------------------------------------
IAC/InterActiveCorp. reported net income of $52.8 million in first
quarter of 2008 compared to net income of $60.7 million for the
same period in the previous year.  

IAC/InterActiveCorp.'s first quarter net income dropped 13%
despite higher revenues amid lower margins and higher costs at its
retail business, acquisition costs and higher royalty rates at
Ticketmaster and continued weakness in mortgage lending, Kevin
Kingsbury and Kathy Shwiff of The Wall Street Journal reports.

The company's revenue was $1.6 billion in first quarter 2008
compared to $1.4 billion for the same period in the previous year.

IAC's first-quarter revenue rose 8% from a year earlier partly
because of strong growth in its Media & Advertising division, home
to search engine Ask.com, WSJ says.

WSJ states that the results come as Barry Diller, IAC's chairman,
advances with a plan to divide the the company into five separate
companies.  This quarter, IAC broke out results for each of the
companies as they would appear after the split, WSJ notes.

According to WSJ citing Mr. Diller: "With this quarter's results,
it couldn't be clearer that we are on the right course in
separating IAC into 5 distinct public entities."

IAC/InterActiveCorp.'s first quarter free cash flow was
$111.6 million, up 86% over the prior year, with $148.7 million in
net cash provided by operating activities.

                 Liquidity and Capital Resources

IAC repurchased 6 million shares during the first quarter at a
purchase price of $24.25 per share.  IAC may purchase shares over
an indefinite period of time, depending on those factors IAC
management deems relevant at any particular time, including,
without limitation, market conditions, share price, and future
outlook.

As of March 31, 2008, IAC had approximately $1.4 billion in cash,
restricted cash and marketable securities, $943.4 million in debt
and, excluding $78.7 million in LendingTree Loans debt that is
non-recourse to IAC, $551.3 million in pro forma net cash and
marketable securities.

At March 31, 2008, the company's balance sheet showed total assets
of $12.5 billion, total liabilities of $4.0 billion and total
shareholders' equity of $8.5 billion.

                            About IAC

IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Standard & Poor's Rating Services said its ratings on
IAC/InterActiveCorp, including the 'BB' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed on Nov. 5, 2007, following IAC's announcement
that it plans to divide itself into five publicly traded
companies.


INTRALINKS INC: S&P Changes Outlook to Negative; Holds 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on New York
City-based IntraLinks Inc. to negative from stable.  At the same
time, Standard & Poor's affirmed its 'B' corporate credit rating
on the company.
     
"The outlook revision reflects our expectation that performance in
2008 will be weaker than anticipated," said Standard & Poor's
credit analyst Clay Ching.  "In addition, S&P are concerned about
the substantial deterioration in the company's operating
environment and the impact it will have on cash flow during the
coming year."
     
During the near term, a downgrade in the rating would occur if
either the company failed to submit financial statements within
the 30-day cure period, or business fundamentals deteriorate
further, leading to substantial weakening in operating results.
     
IntraLinks is a provider of online workspaces used to exchange and
manage time-sensitive, confidential information.  The company's
Web-based platform is widely used by firms in the financial
services sector as an alternative mechanism for document
distribution, versus traditional methods such as mail, courier,
fax, and e-mail.


ISCHUS SYNTHETIC: Moody's Cuts Ratings on Three Classes of Notes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Ischus Synthetic ABS CDO 2006-2 Ltd.:

Class Description: $575,000,000 Class A-1LA Investor Swap

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

Additionally, Moody's downgraded these notes:

Class Description: $32,000,000 Class X Notes Due January 2014

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

Class Description: $203,000,000 Class A-1LB Floating Rate Notes
Due October 2045

  -- 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.


ISCHUS SYNTHETIC: Six Classes of Notes Get Moody's Rating Cuts
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Ischus Synthetic ABS CDO 2006-1 Ltd.:

Class Description: $16,500,000 Class X Notes Due 2013

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

Class Description: $305,000,000 Class A-1LA Investor Swap

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

Class Description: $84,000,000 Class A-1LB Floating Rate Notes Due
April 2041

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

Class Description: $39,000,000 Class A-2L Floating Rate Notes Due
April 2041

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

Class Description: $20,000,000 Class A-3L Floating Rate Notes Due
April 2041

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

Class Description: $20,000,000 Class B-1L Floating Rate Notes Due
April 2041

  -- 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.


KLEROS REAL: Moody's Downgrades 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
Kleros Real Estate CDO IV, Ltd.:

Class Description: $300,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due December 2050

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

Class Description: $300,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Delayed Draw Notes Due December 2050ssible

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $250,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due December 2050

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

Class Description: $52,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due December 2050

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

In addition, Moody's has downgraded the ratings on these notes:

Class Description: $21,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due December 2050

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

Class Description: $47,000,000 Class C Sixth Priority Senior
Secured Floating Rate Notes Due December 2050

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

Class Description: $9,000,000 Class D Seventh Priority Mezzanine
Deferrable Floating Rate Notes Due December 2050

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

Class Description: $9,000,000 Class E Eighth Priority Mezzanine
Deferrable Floating Rate Notes Due December 2050

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

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


KLEROS REAL: Three Classes of Notes Get Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade these notes issued by Kleros Real
Estate CDO III, Ltd.:

Class Description: $815,000,000 Class A-1A First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2046;

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

In addition Moody's also announced that it has downgraded these
notes:

Class Description: $60,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes due 2046;

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

Class Description: $70,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes due 2046;

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

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


LEHMAN BROTHERS: Fitch Takes Rating Actions on Various Classes
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Lehman
Brothers Structured Asset Investment Loan transactions.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $1.9 billion and
downgrades total $505.2 million.

Series 2004-BNC1:

  -- Notional amount class A-SIO affirmed at 'AAA';
  -- $14.9 million class A2 affirmed at 'AAA';
  -- $21.3 million class A4 affirmed at 'AAA';
  -- $20.6 million class A5 affirmed at 'AA+';
  -- $51.2 million class M1 affirmed at 'AA';
  -- $7.2 million class M2 affirmed at 'A+';
  -- $8 million class M3 affirmed at 'BBB+';
  -- $3 million class M4 affirmed at 'BBB';
  -- $3.1 million class M5 affirmed at 'BB+';
  -- $900,000 class M6 affirmed at 'BB';
  -- $2.4 million class B1 remains at 'C/DR6'.

Deal Summary

  -- Originators: BNC (100%)
  -- 60+ day Delinquency: 20.18%
  -- Realized Losses to date (% of Original Balance): 0.76%

Series 2004-BNC2:

  -- $39.5 million class A2 affirmed at 'AAA';
  -- $7.5 million class A5 affirmed at 'AAA'.

Deal Summary

  -- Originators: BNC (100%)
  -- 60+ day Delinquency: 26.49%
  -- Realized Losses to date (% of Original Balance): 1.18%

Series 2004-1:

  -- Notional amount class A-IO affirmed at 'AAA';
  -- $73.4 million class A3 affirmed at 'AAA';
  -- $113.3 million class M1 affirmed at 'AA';
  -- $26.9 million class M2 affirmed at 'A';
  -- $3.5 million class M3 affirmed at 'A-';
  -- $3.7 million class M4 downgraded to 'BBB' from 'BBB+';
  -- $2.8 million class M5 downgraded to 'BB' from 'BBB';
  -- $300,000 class M6 downgraded to 'BB' from 'BBB-';
  -- $1.7 million class B downgraded to 'B' from 'BB+'.

Deal Summary

  -- Originators: BNC (55%)
  -- 60+ day Delinquency: 16.43%
  -- Realized Losses to date (% of Original Balance): 1.04%

Series 2004-2:

  -- Notional amount class A-SIO affirmed at 'AAA';
  -- $49.2 million class A4 affirmed at 'AAA';
  -- $86.8 million class M1 downgraded to 'A' from 'AA';
  -- $17 million class M2 downgraded to 'BBB+' from 'A';
  -- $4.3 million class M3 downgraded to 'BBB' from 'BBB+';
  -- $4.4 million class M4 downgraded to 'BB' from 'BB+';
  -- $3.4 million class M5 downgraded to 'B+' from 'BB';
  -- $300,000 class M6 downgraded to 'B+' from 'BB-';
  -- $800,000 class B affirmed at 'B'.

Deal Summary

  -- Originators: BNC (33%), Option One (31%)
  -- 60+ day Delinquency: 22.43%
  -- Realized Losses to date (% of Original Balance): 1.10%

Series 2004-3:

  -- Notional amount class A-IO affirmed at 'AAA';
  -- $146.4 million class A3 affirmed at 'AAA';
  -- $105.6 million class M1 affirmed at 'AA';
  -- $16 million class M2 affirmed at 'BBB+';
  -- $5 million class M3 affirmed at 'BB';
  -- $6.2 million class M4 affirmed at 'B';
  -- $5.5 million class M5 remains at 'C/DR4';
  -- $700,000 class M6 remains at 'C/DR5';
  -- $4.9 million class B remains at 'C/DR6'.

Deal Summary

  -- Originators: BNC (33%), People's Choice (13%)
  -- 60+ day Delinquency: 15.73%
  -- Realized Losses to date (% of Original Balance): 1.41%

Series 2004-4:

  -- Notional amount class A-SIO affirmed at 'AAA';
  -- $39.6 million class A4 affirmed at 'AAA';
  -- $57.7 million class M1 affirmed at 'AA';
  -- $27.5 million class M2 affirmed at 'AA-';
  -- $27.5 million class M3 downgraded to 'A' from 'A+';
  -- $27.5 million class M4 downgraded to 'BBB+' from 'A-';
  -- $9.7 million class M5 downgraded to 'BBB-' from 'BBB';
  -- $6.3 million class M6 downgraded to 'B' from 'BB';
  -- $6.7 million class M7 revised to 'C/DR5' from 'C/DR3';
  -- $1.8 million class M8 revised to 'C/DR6' from 'C/DR5';
  -- $1.1 million class B remains at 'C/DR6'.

Deal Summary

  -- Originators: Option One (56%), Wells Fargo (24%)
  -- 60+ day Delinquency: 22.96%
  -- Realized Losses to date (% of Original Balance): 1.55%

Series 2004-5:

  -- $13 million class M2 affirmed at 'AA+';
  -- $12.6 million class M3 affirmed at 'AA';
  -- $14.7 million class M4 downgraded to 'A-' from 'A+';
  -- $12.6 million class M5 downgraded to 'BBB' from 'A-';
  -- $10.5 million class M6 downgraded to 'BB' from 'BBB';
  -- $1.7 million class M7 downgraded to 'B' from 'BB';
  -- $900,000 class M8 downgraded to 'C/DR5' from 'CC'/DR1.

Deal Summary

  -- Originators: BNC (51%)
  -- 60+ day Delinquency: 26.08%
  -- Realized Losses to date (% of Original Balance): 1.09%

Series 2004-6:

  -- $128.4 million class 3A affirmed at 'AAA';
  -- Notional amount class A-SIO affirmed at 'AAA';
  -- $121.8 million class M1 affirmed at 'AA';
  -- $52 million class M2 downgraded to 'BBB+' from 'A';
  -- $6.7 million class M3 downgraded to 'BBB-' from 'BBB+';
  -- $5.4 million class M4 downgraded to 'BB' from 'BBB';
  -- $4.6 million class M5 downgraded to 'B' from 'BB';
  -- $400,000 class M6 downgraded to 'B' from 'BB'.

Deal Summary

  -- Originators: BNC (48%), Option One (15%)
  -- 60+ day Delinquency: 16.37%
  -- Realized Losses to date (% of Original Balance): 0.99%

Series 2004-7:

  -- Notional amount class A-SIO affirmed at 'AAA';
  -- $56.4 million class A7 affirmed at 'AAA';
  -- $34.7 million class A8 affirmed at 'AAA';
  -- $81.2 million class M1 affirmed at 'AA+';
  -- $37.9 million class M2 affirmed at 'AA';
  -- $19.5 million class M3 affirmed at 'AA-';
  -- $23.8 million class M4 downgraded to 'A-' from 'A';
  -- $21.6 million class M5 downgraded to 'BBB' from 'A-';
  -- $5.9 million class M6 downgraded to 'BB' from 'BBB';
  -- $6.4 million class M7 downgraded to 'B' from 'BB'.

Deal Summary

  -- Originators: BNC (32%), Option One (22%)
  -- 60+ day Delinquency: 18.28%
  -- Realized Losses to date (% of Original Balance): 1.06%

Series 2004-8:

  -- $17.7 million class A1 affirmed at 'AAA';
  -- $10.7 million class A2 affirmed at 'AAA';
  -- $20.9 million class A4 affirmed at 'AAA';
  -- $2.8 million class A6 affirmed at 'AAA';
  -- $20.4 million class A8 affirmed at 'AAA';
  -- $7.7 million class A9 affirmed at 'AAA';
  -- $103.8 million class M1 affirmed at 'AA+';
  -- $95.2 million class M2 affirmed at 'AA';
  -- $60.6 million class M3 affirmed at 'AA';
  -- $51.9 million class M4 downgraded to 'A' from 'A+';
  -- $34.6 million class M5 downgraded to 'BBB+' from 'A';
  -- $51.9 million class M6 affirmed at 'BBB';
  -- $18.9 million class M7 affirmed at 'BB';
  -- $14.4 million class M8 affirmed at 'B';
  -- $11.1 million class M9 remains at 'C/DR5'.

Deal Summary

  -- Originators: Option One (33%), BNC (31%)
  -- 60+ day Delinquency: 21.23%
  -- Realized Losses to date (% of Original Balance): 1.15%

Series 2004-9:

  -- $17.5 million class A2 affirmed at 'AAA';
  -- $50.7 million class A5 affirmed at 'AAA';
  -- $14.4 million class A7 affirmed at 'AAA';
  -- $63.6 million class M1 affirmed at 'AA+';
  -- $19.2 million class M2 affirmed at 'AA';
  -- $26.7 million class M3 downgraded to 'A-' from 'A+';
  -- $10.3 million class M4 downgraded to 'BBB+' from 'A';
  -- $7.8 million class M5 downgraded to 'BBB' from 'A-';
  -- $3.7 million class M6 downgraded to 'BB+' from 'BBB+';
  -- $4.7 million class M7 downgraded to 'BB' from 'BBB';
  -- $2.6 million class B2 downgraded to 'B' from 'BBB-'.

Deal Summary

  -- Originators: BNC (51%), Finance America (19%)
  -- 60+ day Delinquency: 20.75%
  -- Realized Losses to date (% of Original Balance): 0.85%


MAGNOLIA FINANCE: Moody's Downgrades Ratings on Five Note Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Magnolia Finance II plc., Series 2006-5:

Class Description: Series 2006-5A $44,000,000 ABS Portfolio
Variable Rate Notes due December 2044

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

Class Description: Series 2006-5B $40,000,000 ABS Portfolio
Variable Rate Notes due December 2044

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: Series 2006-5CU $5,000,000 ABS Portfolio
Variable Rate Notes due December 2044

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

Class Description: Series 2006-5CE EUR5,000,000 ABS Portfolio
Variable Rate Notes due December 2044

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

Class Description: Series 2006-5CG GBP6,000,000 ABS Portfolio
Variable Rate Notes due December 2044

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

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


MAGUIRE PROPERTIES: Board Might Reconsider CEO's Acquisition Bid
----------------------------------------------------------------
The board of directors of Maguire Properties Inc. may reassess
Robert Maguire III's proposal to acquire 75% of the company after
Brookfield Properties Corp. offered to purchase the company's Los
Angeles properties for about $750 million, Jennifer S. Forsyth of
The Wall Street Journal reports.

Mr. Maguire's offer to buy a large portion of the company was
rejected early this week by a special independent committee of the
board, WSJ relates.  The panel cited that the bid had too many
contingencies to be actionable, WSJ notes.

WSJ relates that the committee's statement gave no information
about how Mr. Maguire might finance the contract and did not
disclose that Mr. Maguire had provided a copy of a letter from
Brookfield, one of the office companies with a sizable presence in
Los Angeles.

In a letter reviewed by WSJ, Brookfield stated that it was ready
to advance with the acquisition and that it had the resources
needed to effectuate the buyout.

Citing a person familiar with the matter, WSJ says the price did
not include the debt that Brookfield would assume on the
properties, which is about $2.57 billion.  

According to WSJ, Green Street Advisors, a real estate trading and
research firm, evaluated the value of the buildings' below-market
debt and determined that Brookfield's offer is roughly consistent
with the net asset value for the seven Los Angeles properties that
Maguire Properties owns.

WSJ adds that Green Street's calculation does not include an
eighth downtown building, which Maguire owns with a joint partner.

              About Brookfield Properties Corporation

Based in Ontario, Canada, Brookfield Properties Corporation
(TSE:BPO) -- http://www.brookfieldproperties.com/-- is a  
commercial real estate company.  The company operates in two
principal business segments: the ownership, development and
management of commercial office properties in select cities in
North America, and the development of residential land.

                   About Maguire Properties Inc.

Based in Los Angeles, California, Maguire Properties Inc.
(NYSE:MPG) -- http://www.maguireproperties.com/-- owns and       
operates Class A office properties in the Los Angeles central
business district and is focused on owning and operating office
properties in the Southern California market.  Maguire Properties
Inc. is a full-service real estate company with substantial in-
house expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 8, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Maguire Properties Inc. and Maguire Properties L.P. to
'B+' from 'BB-'.  At the same time, S&P raised its bank loan
rating on Maguire Properties L.P.'s $130 million revolving credit
facility to 'BB' and raised its recovery rating on this facility
to '1' from '4'.  Finally, S&P revised its outlook on the company
to negative from stable.


MERRILL LYNCH: Moody's Downgrades Ratings on 30 Classes of Certs.
-----------------------------------------------------------------
Moody's Investors Service downgraded 30 certificates and placed on
review for possible downgrade three classes of certificates from
seven transactions issued by Merrill Lynch Mortgage Investors
Trust.  The transactions are backed by second lien loans.  The
certificates were downgraded because the bonds' credit enhancement
levels, including excess spread and subordination were too low
compared to the current projected loss numbers at the previous
rating levels.

The actions take into account the continued and worsening
performance of transactions backed by closed-end-second
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

Issuer: Merrill Lynch Mortgage Investors Trust 2005-NCA

  -- Cl. B-3, Downgraded to Caa2 from Baa3
  -- Cl. B-4, Downgraded to C from B3
  -- Cl. B-5, Downgraded to C from Ca

Issuer: Merrill Lynch Mortgage Investors Trust Series 2005-NCB

  -- Cl. B-1, Downgraded to Caa2 from Ba3
  -- Cl. B-2, Downgraded to Ca from B3
  -- Cl. B-3, Downgraded to C from Ca

Issuer: Merrill Lynch Mortgage Investors Trust Series 2005-SL1

  -- Cl. B-4, Downgraded to B3 from Baa3
  -- Cl. B-5, Downgraded to C from Ca

Issuer: Merrill Lynch Mortgage Investors Trust 2005-SL2

  -- Cl. B-1, Downgraded to B1 from Baa3
  -- Cl. B-2, Downgraded to Ca from B2
  -- Cl. B-3, Downgraded to C from Ca

Issuer: Merrill Lynch Mortgage Investors Trust Series 2005-SL3

  -- Cl. M-2, Downgraded to B1 from Ba1
  -- Cl. B-1, Downgraded to Caa3 from B2
  -- Cl. B-2, Downgraded to Ca from Caa2
  -- Cl. B-3, Downgraded to C from Ca

Issuer: Merrill Lynch Mortgage Investors Trust 2006-SL1

  -- Cl. M-1, Downgraded to A3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from A2

  -- Cl. B-1, Downgraded to Caa3 from Ba2

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

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

  -- Cl. B-4, Downgraded to C from Ca

Issuer: Merrill Lynch Mortgage Investors Trust, Series 2007-SL1

  -- Cl. A-1, Downgraded to Baa3 from Aaa; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-1, Downgraded to B2 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa2

  -- Cl. M-3, Downgraded to Caa2 from Aa3

  -- Cl. M-4, Downgraded to Caa3 from B1

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

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

  -- Cl. B-1, Downgraded to C from Ca


MOUNT SKYLIGHT: Weak Credit Quality Cues Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Mount Skylight CDO Ltd.:

Class Description: $890,000,000 Class A-1 Floating Rate Notes Due
November 3, 2046

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

Class Description: $51,500,000 Class A-2 Floating Rate Notes Due
November 3, 2046

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

Class Description: $30,000,000 Class B Floating Rate Notes Due
November 3, 2046

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

Class Description: $14,000,000 Class C Deferrable Interest
Floating Rate Notes Due November 3, 2046

  -- Prior Rating: A2
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $5,000,000 Class D Deferrable Interest Floating
Rate Notes Due November 3, 2046

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

Class Description: $9,500,000 Subordinated Notes Due November 3,
2046

  -- Prior Rating: Ba2
  -- Current Rating: C

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


NATIONAL CENTURY: Prosecutors Seek $1.7BB From Convicted Execs
--------------------------------------------------------------
Federal prosecutors will seek to recover $1,700,000,000 from each
of the five convicted former executives of National Century
Financial Enterprises, Inc., The Columbus Dispatch reported.

A federal jury in Columbus, Ohio, in March 2008, found former
National Century executives Donald Ayers, Rebecca Parrett, James
Dierker, Roger Faulkenberry, and Randolph Speer guilty of
conspiracy, fraud, and money laundering for their roles in a fraud
that plunged National Century into bankruptcy, resulting in as
much as $3 billion in missing investor funds.

The prosecutors are looking at the executives' personal
properties, including homes, cars, and jewelries, until the
$1,700,000,000 is recovered, the report said.  

Prosecutors will be going for "every last penny" the convicted
executives have, the report further said, quoting statements from
Assistant U.S. Attorney Doug Squires.

The Columbus Dispatch lists the value of the executives' homes
as:

  Owner                   Home Address               Value
  -----                   ------------             ----------
  Donald H. Ayers         Fort Myers, Florida      $2,100,000
  Donald H. Ayers         Dublin, Ohio              1,100,000
  Rebecca S. Parrett      Carefree, Arizona         2,000,000
  James E. Dierker Jr.    Powell, Ohio                355,000
  Roger S. Faulkenberry   Dublin, Ohio                319,000
  Randolph H. Speer       Peachtree, Georgia          186,700

The Columbia Dispatch related that Fred Alverson, spokesman for
the U.S. attorney's office, conceded that the U.S. Government
might collect much lesser than $1,700,000,000, however, he noted
that it is not a concern.  "It's important to have that judgment
against [the executives] in case they ever come into a large sum
of money," the Columbia Dispatch said quoting Mr. Alverson.

                    Three Execs Return to Jail

After being convinced by federal prosecutors that Messrs. Ayers,
Speer, and Faulkenberry are "flight risks," Judge Algenon Marbley
of the U.S. District Court for the Southern District of Ohio, on
April 16, 2008, ruled that the three convicted executives will
remain in jail while waiting for sentencing scheduled in the next
few weeks, according to the Business First of Columbus.  Judge
Marbley, however, allowed Mr. Dierker, the fourth convicted
executive, to go home.  

Judge Marbley, after receiving more than a hundred letters from
Mr. Dierker's friends and family and hearing the testimony of
Victoria's Secret chief executive officer Sharen Turney, was
convinced that Mr. Dierker is not a "flight risk" like the other
three, the report said.

Messrs. Ayers, Speer, Faulkenberry and Dierker were arrested in
April after an informant claimed the executives planned to escape
to Aruba.  The planned escape, according to the informant, was
hatched by Lance Poulsen, convicted former National Century CEO.  
Mr. Poulsen, in court filings, denied the allegations.

              Reward Offered for Parrett's Capture

In a statement released on April 17, 2008, the United States
Marshals Service offered an undisclosed amount of reward for
anyone offering information that will lead to Ms. Parrett's
capture.  Ms. Parrett, one of the five convicted National Century
officers, failed to appear for the fitting of an electronic ankle
bracelet.  As of press time, she remains at large.

The U.S. Marshals assure the public that tips received by
authorities are kept confidential, and callers can remain
anonymous.

"In our investigation, we've learned that Ms. Parrett has health
related issues.  Her family, associates and friends should
understand that she is not receiving the proper medical attention
that is required," said Jim Wahlrab, the U.S. Marshal for the
Southern District of Ohio.

            About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB    
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets. The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004. Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

(National Century Bankruptcy News, Issue No. 83; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


NATIONAL CENTURY: Amedisys Wants to Take Part in MDL Proceedings
----------------------------------------------------------------
Amedisys, Inc., and certain of its affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio to modify the
automatic stay imposed in the chapter 11 cases of National Century
Financial Enterprises Inc., to allow them to pursue certain causes
of action against non-debtor defendants of a civil action pending
in the U.S. District Court for the Middle District of Louisiana.

In the Louisiana Action, Amedisys intends to pursue unresolved
claims, including claims of breach of fiduciary duty and fraud,
pending exclusively against the Louisiana defendants, which
consist of JP Morgan Chase Bank, Anthony Giordano, Marie Merritt,
Craig Kantor, Thomas Mendell, Harold Pote, ING Bank N.V., John
Costa, and Robert Novick.  The Louisiana Action is one of the
actions included in the multidistrict litigation pending in the
U.S. District Court for the Southern District of Ohio.

Amedisys' counsel, Marc J. Kessler, Esq., at Hahn Loeser & Parks
LLP, in Columbus, Ohio, contends that Amedisys will be prejudiced
if it is not allowed to participate in the MDL proceeding because
of redundant litigation costs, including document production,
depositions, and briefing for all parties involved.  

As an alternative to a stay modification for the prosecution of
claims, Amedisys asks the Court to partially lift the automatic
stay so it can participate in the MDL's remaining discovery.

A review of the docket will reflect that Amedisys and the Debtors
have hotly disputed ownership of $7,339,583 held at one time by
JP Morgan Chase in one of the Debtors' accounts before the
commencement of the bankruptcy cases, Mr. Kessler relates.  He
notes that the ownership issues are presently being litigated in
an adversary proceeding pending before the Court.  He assures the
Court that approval of Amedisys' request will not have a bearing
on the ownership of the $7,339,583 funds because the ownership
issues need not, and will not, be addressed by Amedisys in the
MDL proceeding.

Mr. Kessler argues that through the MDL proceeding, every
litigant involved has had an opportunity to prosecute its claims
against JPMorgan or other non-debtor defendants, or, at a
minimum, participate in the discovery process that is rapidly
moving forward.  He points out that to force only Amedisys to
wait until the conclusion of the bankruptcy cases to prosecute
the same and similar claims against non-debtors is grossly
inequitable, and requires the duplication of litigation costs.

            About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB    
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets. The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004. Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

(National Century Bankruptcy News, Issue No. 83; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


NBE 2005: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------
Debtor: NBE 2005, Inc.
        fka North Beach Engineering, Inc.
        3611-14 St. Johns Bluff Rd S.
        Jacksonville, FL 32224

Bankruptcy Case No.: 08-02309

Chapter 11 Petition Date: April 25, 2008

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Adam L. Alpert, Esq.
                  E-mail: aalpert@bushross.com
                  Bush Ross, P.A.
                  P.O. Box 3913
                  Tampa, FL 33601-3913
                  Tel: (813) 224-9255
                  Fax: (813) 223-9620
                  http://www.bushross.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Debtors' Eight Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
City of Lawtey, Florida        $2,900,000
P.O. Drawer G.
2793 Lake St.
Lawtey, FL 32058

B.A. Wilson Constr., Inc.      $1,200,000
1436 Golfair Blvd.
Jacksonville FL 32209

Dyer, Riddle, Mills and        $135,000
Precourt, Inc.
941 Lake Baldwin Lane
Orlando FL 32814

Starmax Florida, LLC           $75,000

Murphy & Anderson, P.A.        $15,000

Lippes & Bryan, P.A.           $10,000

Charlene Nelson                $2,500

William T. Smoot               $500


NEUMANN HOMES: Can Access $400,000 Loan From Guaranty Bank et al.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Neumann Homes Inc. and its debtor-affiliates to obtain
supplemental postpetition loans for $150,000 from Guaranty Bank,
and $250,000 from IndyMac Bank.

The Debtors are permitted to borrow the additional DIP loans
pursuant to the same terms provided in the Interim DIP order dated
Nov. 28, 2007.  The loans, however, will not be subject to
conditions provided in the initial DIP loan budget.

The Debtors intend to use the loans provided by Guaranty Bank to
facilitate the sale of real and personal properties located in
five residential developments, which are the Clublands of Joliet,  
Meadows of West Bay, NeuDearborn Station, NeuStoneshire, and  
Conservancy or Cascairo Farm.  The properties serve as the bank's
collateral for funding the construction and development of those
properties before the Petition Date.

As reported in the Troubled Company Reporter on April 22, 2008,
the additional DIP loans consist of $150,000 from Guaranty Bank,
and $250,000 from IndyMac Bank, which the Debtors intend to use
for general operating purposes and to maintain or sell the banks'
collateral.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &  
Flom LLP, in Chicago, Illinois, said that in lieu of funding
pursuant to a budget, Guaranty Bank's loan will be funded as:

   (i) $75,000 upon the Illinois Court's approval of the
       proposed sale and bidding procedures reasonably
       acceptable to Guaranty Bank with respect to its  
       collateral; and

  (ii) $75,000 on May 15, 2008.

Likewise, the IndyMac Bank loan will be funded upon approval of
the proposed bidding procedures for the sale of its collateral.

All postpetition financing provided by Guaranty Bank and IndyMac
Bank will be due and payable on August 30, 2008, according to Mr.
Panagakis.

                      About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)    


NEUMANN HOMES: Guaranty's & IndyMac's Collateral Up For Sale
------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois approved Neumann Homes Inc. and its debtor-affiliates'
proposed bidding procedures for the sale of their assets related
to their:

   i. five residential developments -- (i) Clublands of Joliet,  
      (ii) Meadows of West Bay, (iii) NeuDearborn Station, (iv)
      NeuStoneshire, and (v) Conservancy or Cascairo Farm.  The
      Developments are collateralized against financing Guaranty
      Bank previously granted to the Debtors.  

  ii. five residential  developments, which are (1) Tanner Trails,
      (2) NeuHaven, (3) Village at Harmony Park, (4) Clublands of
      Gilberts, and (5) Mason.  The Developments are
      collateralized against financing IndyMac Bank previously
      granted to the Debtors.

The Court also approved the proposed form and manner of notice of
the asset sale, and the cure notice of assumed contracts.   

Qualified bidders have until June 26, 2008, to submit written
copies of their bids.  The Debtors are directed to file and serve
a copy of the successful bid immediately after the conclusion of
the auction, or immediately after the deadline for bid submission,
if no auction will be held.

                Objections to the Debtors' Request

Berkley Surety Group, Inc., Manhard Consulting, Ltd., the City of
Westminster, and the Ad Hoc Group of Secured Trade Creditors tried
to block approval of the Debtors' request.

Berkley Surety asked the Court to deny the sale of the collateral
unless the transfer of any property ownership from Neumann Homes,
Inc., to any other party:

   (i) operates as a discharge of Berkley Surety under certain
       subdivision bonds it issued to Neumann Homes; and

  (ii) will not affect Berkley Surety's lien rights should it
       perform under any of the subdivision bonds.

Meanwhile, the Trade Creditors Group argued that the bidding
procedures do not have sufficient mechanisms to ensure that the
sale price for the assets exceeds the total amount of liens on
the assets.  The Creditors Group asserted that the sale proceeds
should be escrowed until the Debtors have identified all the
liens on those assets.

Manhard Consulting urged the Court to modify the proposed order
to provide that any transfer made on account of a credit bid from
IndyMac Bank should not be free and clear of any lien, claim and
encumbrance that is senior to the bank's interests in the  
property.

Westminster objected to the proposed sale of the property known as
the village at Harmony Park, to the extent that the Debtors seek
to invalidate or devalue its tax liens or right to payment of
about $300,000 in sales and use tax on the property.  

Meanwhile, the Trade Creditors Group argued that the bidding
procedures do not have sufficient mechanisms to ensure that the
sale price for the assets exceeds the total amount of liens on
the assets.  The group asserted that the sale proceeds should be
escrowed until the Debtors' have identified all the liens on
those assets.

                         Bid Protections

The Court also authorized the Debtors to terminate the bidding
process or the auction anytime, if they determine that it will
not maximize the value of their estates.  

The Debtors are also authorized to pay a "break-up" or
termination fee of up to 3% of the purchase price as bid  
protection to a bidder, provided that the Debtors will not grant
the fee until they have obtained the consent of Banks and the
Official Committee of Unsecured Creditors.

The Debtors' obligation to pay the termination fee will survive
termination of the asset purchase agreement; will constitute an
administrative expense until paid; and will be paid in accordance
with the terms of the asset purchase agreement without further
Court approval, Judge Wedoff ruled.

A hearing to consider the proposed asset sale and confirm the
results of the auction, if any, is scheduled for July 16, 2008, at
10:00 a.m., prevailing Central Time.

Objections to the proposed sale, excluding the assumption and
assignment of executory contracts and unexpired leases and the
successful bid, must be filed so as to be received no later than
July 11 by the counsel to the Debtors, the Creditors Committee,
the U.S. Trustee and the banks.

                      About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)    


NORTH STREET: Moody's Cuts Ratings on $60 Mil. Certs. to 'B2'
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by North Street Referenced Linked Notes, 2001-3 Trust:

Class Description: $60,000,000 Floating Rate Trust Certificates

  -- Prior Rating: Baa3
  -- Current Rating: B2

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


OPPENHEIMER HOLDINGS: Moody's Gives Stable Outlook on B1 Ratings
----------------------------------------------------------------
Moody's Investors Service revised to stable from positive the
rating outlook on Oppenheimer Holdings, Inc. and E.A. Viner
International Co., Oppenheimer's U.S. subsidiary.

Moody's said that the revision of the outlook to stable from
positive incorporates its expectation of a challenging operating
environment for Oppenheimer over the next several quarters.   
Specifically, Moody's expects that Oppenheimer's core businesses
of private client brokerage and small-cap and mid-market
investment banking will experience a cyclical contraction relative
to last year's growth rates.  Oppenheimer's B1 rating and stable
outlook are also supported by its relatively low risk-profile and
balance sheet leverage, and reflect the progress made by the
company in resolving its past regulatory and compliance issues.

In Moody's view, the economic slowdown in the US, and the
uncertain outlook in the equity markets, are likely to diminish
the inflows and performance of client assets, and, as a
consequence, transaction and incentive fees, in Oppenheimer's
Private Client business.  Similarly, the current credit crisis and
elevated credit spreads may limit the amount of investment banking
deal flow in Oppenheimer's core niches -- a trend unlikely to
reverse in the very short-term.

Oppenheimer also faces the challenge of integrating and maximizing
the revenue capabilities of the US capital markets businesses it
acquired from CIBC World Markets on Jan. 14, 2008.  Moody's
considers this a complex acquisition which presents new risk
management challenges.  In Moody's opinion, while offering
potentially attractive long-term returns and diversification
benefits if successfully integrated and properly cost-managed, the
acquired franchises do not currently hold leading positions in
their respective markets.

In addition, the acquired businesses have historically had an
inflexible, low profit-margin cost structure, which makes them
particularly vulnerable to a downturn in revenue.  Oppenheimer's
$16 million operating loss in 1Q08 was in large part a result of
the current cost structure in its new Capital Markets business.   
Moody's expects, however, that Oppenheimer should be at least
modestly profitable in the second half of 2008, and this
assumption supports the assigned stable outlook.

Oppenheimer's credit profile benefits from the company's
disciplined pay-down of its senior debt.  Nevertheless, Moody's
noted that unless Oppenheimer is able to improve its profitability
by the end of the year, there is a potential risk that it may have
some difficulty complying with its Long-term Debt EBITDA (trailing
12 months) covenant of 2.0x. Should this become the case, which
Moody's does not currently expect, this would put negative
pressure on the rating.

Moody's maintains these ratings to Oppenheimer and its
subsidiaries:

Oppenheimer Holdings, Inc.:

  -- Foreign Currency Corporate Family Rating -- B1

E.A. Viner International Co.:

  -- $125 million seven year bank facility -- B1

The outlook on all the ratings is now stable.

Oppenheimer Holdings, Inc. is a Canadian holding company that
operates a regulated U.S. broker-dealer and reported net income of
$75 million in 2006.


OPTION ONE: Completes $1.3 Billion Buyout Deal with WL Ross' Unit
-----------------------------------------------------------------
H&R Block Inc. closed the sale of the mortgage loan servicing
business of its Option One Mortgage Corporation subsidiary to an
affiliate of WL Ross & Co. LLC., a private equity firm.  Proceeds
of the transaction at closing were approximately $1.3 billion.

As reported in the Troubled Company Reporter on March 20, 2008,
H&R Block Inc. has signed a definitive agreement to sell the
mortgage loan servicing business of its Option One Mortgage
Corporation subsidiary to American Home Mortgage Servicing Inc.,
an entity sponsored by WL Ross.

"The closing of the Option One sale is a significant milestone in
the transformation and refocusing of H&R Block," Richard C.
Breeden, H&R Block's chairman, said.  "We are pleased to safely
transfer the servicing responsibilities of Option One into the
hands of a respected and responsible purchaser."  

"More importantly, we delivered on the promise we made to
shareholders to change the future course of our company, added
Mr. Breeden.  "This transaction reduces risks and distractions
from doing what we do best, which is serving the tax preparation
needs of tens of millions of clients."

At closing, the company utilized the proceeds in part to repay
more than $980 million on its servicing advance facility,
representing the entire outstanding balance of this facility.

After repayment of servicing advances, the company realized net
cash proceeds of slightly more than $230 million, and also
retained a receivable relating to certain servicing assets of
approximately $100 million.

The company anticipates that it will realize approximately
$57 million of this receivable over the next 60 days, with the
balance representing a long-term receivable.  The company relates
that it does not believe that the transaction will result in a
significant increase or decrease in reported income, although the
impact of the transaction on reported income will not be known
definitively until the completion of all post-closing adjustments.

In addition, the company also disclosed that it completed
repayment of the entire outstanding balance under its revolving
committed line of credit from a syndicate of lending banks.  With
the repayment of the entire outstanding balance of both its
servicing advance facility and its CLOC, the company's outstanding
short-term indebtedness has been reduced to zero.

H&R Block's financial advisor in connection with the transaction
was Lazard and legal advisors included the law firms of Jones Day
and Manatt, Phelps & Phillips.

                         About H&R Block

Based in Kansas City, Missouri, H&R Block Inc. (NYSE:HRB) --
http://www.hrblock.com/-- is a tax services provider, having    
prepared more than 400 million tax returns since 1955.  The
company and its subsidiaries reported revenues of $4.0 billion and
net income from continuing operations of $374.3 million in fiscal
year 2007.  The company has continuing operations in three
principal business segments: Tax Services (income tax return
preparation and related services and products via in-office,
online and software solutions); Business Services (accounting, tax
and business consulting services primarily for midsized
companies); and Consumer Financial Services (brokerage services,
investment planning and related financial advice along with full-
service consumer banking).  H&R Block markets its continuing
services and products under two leading brands -- H&R Block and
RSM McGladrey.

As reported in the Troubled Company Reporter on Dec. 13, 2007, H&R
Block incurred a net loss of $502.3 million for the fiscal 2008
second quarter compared with a loss of $156.5 million in the year-
ago period.  According to the company, nearly all of the wider
loss reflected results in its discontinued subprime mortgage
business.  The net loss from discontinued operations was
$366.2 million for the fiscal 2008 second quarter, versus a loss
of $35.5 million in last year's period.

                        About Option One

Option One Mortgage Corporation -- http://www.oomc.com/-- is a   
residential mortgage loan servicer and subsidiary of H&R Block.  
Option One has specialized in servicing non-prime residential
mortgage loans, since 1995.

Option One Mortgage Corp. was the third largest subprime
originator for the third quarter of 2007, behind Wells Fargo Home
Mortgage and Countrywide Financial Corp., according to National
Mortgage News.  Option One originated $3,285,000,000 in subprime
loans during the quarter, down from $7,791,000,000 during the same
period in 2006, data compiled by National Mortgage News show.

Option One was the Top 4 subprime servicer at Dec. 31, 2007,
behind Countrywide, Chase Home Finance, and CitiFinancial.  Option
One serviced $55,098,000,000 loans as of Dec. 31, down from
$69,039,000,000 during the same period in 2006, National Mortgage
News data show.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Fitch Ratings took rating actions on Option One mortgage
pass-through certificates.  Any bonds that were previously placed
on rating watch negative were removed.  Affirmations total
$1.2 billion and downgrades total $356.6 million.

The rating actions were based on changes that Fitch has made to
its subprime loss forecasting assumptions.  The updated
assumptions better capture the deteriorating performance of pools
from 2007, 2006 and late 2005 with regard to continued poor loan
performance and home price weakness, said Fitch.

As reported in the Troubled Company Reporter on Dec. 18, 2007,
Moody's Investors Service has reviewed for downgrade 2 tranches,
downgraded 29 tranches, and upgraded 2 tranches from several 2002,
2004, and 2005 deals with loans originated by Option One Mortgage
Corporation.  The transactions consist of primarily first lien,
adjustable and fixed-rate subprime mortgage loans.


PABO LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: PABO, LLC
        11945 North Florida Ave.
        Tampa, FL 33612

Bankruptcy Case No.: 08-05761

Chapter 11 Petition Date: April 25, 2008

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Harley E. Riedel, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison St., Ste. 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  E-mail: hriedel.ecf@srbp.com
                  http://www.srbp.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


PACIFIC LUMBER: Plan Confirmation Hearing Continues
---------------------------------------------------
The hearing to consider confirmation of a Chapter 11 plan for The
Pacific Lumber Company and its debtor affiliates began April 29,
2008.  The trial is expected to last for four days.

Several experts took the stand April 29 and 30 at the courtroom
of Bankruptcy Court Judge Richard Schmidt for the Southern
District of Texas to give their opinions on the value of the
PALCO and Scopac timberlands, The Times Standard reported.

The Times Standard noted that PALCO attorney Shelby A. Jordan,
Esq., of Jordan, Hyden, Womble Culbreth & Holzer, P.C., made a
surprise announcement at the April 29 meeting that PALCO has
participated in recent talks with Marathon Structured Finance
Fund LP and Mendocino Redwood Company, LLC, for a consensual
plan, and that the parties are nearing a common resolution.  Mr.
Jordan asked for a break from the hearing to allow the parties
time to finalize their negotiations.

PALCO, Scotia Pacific Company LLC, MAXXAM Inc., Marathon and
Mendocino were noted to be among those that participated in
negotiations.  

The Bank of New York Trust, as indenture trustee for the timber
notes issued by Scopac, does not seem to be involved in the
talks, The Times Standard related.  However, BoNY seems to have
acceded to the requested break.

The consensual plan PALCO's attorney referred to seemed to be in
tune with Marathon and Mendocino's proposed plan of
reorganization, which calls for the going concern of PALCO's
business operations, according to The Times Standard.

"The settlement, of course, is in process, and it's not done,"
Mendocino Chairman Sandy Dean told the Times-Standard through a
phone interview.  "Mendocino Redwood is interested in settling
with as many parties as possible."

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 57;
http://bankrupt.com/newsstand/or 215/945-7000).   


PACIFIC LUMBER: Indenture Trustee Modifies First Amended Plan
-------------------------------------------------------------
The Bank of New York, as Indenture Trustee for the Timber Notes,
ask Judge Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas to deem that changes it made to its
First Amended Plan of Reorganization, as non-material
modifications.

Zack A. Clement, Esq., at Fulbright & Jaworski LLP, in Houston,
Texas, notes that seven objections were filed against BoNY's
Amended Plan.  Objecting Parties include the Debtors, the United
States Trustee, the Pension Benefit Guaranty Corporation, Federal
Wildlife Agencies, the Official Committee of Unsecured Creditors,
California State Agencies, Marathon Structured Finance Fund L.P,
the Debtors' DIP Lender and Agent, and Mendocino Redwood Company,
LLC.

After reviewing the Objections, counsel for BoNY immediately
began incorporating clarifying language suggested by certain of
the Objecting Parties, and negotiating changes to BoNY's Amended
Plan, Mr. Clement relates.

Hence, BoNY delivered to the Court its Modified First Amended
Plan on April 28, 2008.  The Modifications include:

   (a) changes to definitions and insertion of language requested
       by the State and Federal Agencies to clarify, inter alia,
       that (i) Environmental Obligations will not be affected by
       the confirmation of BoNY's Modified First Amended Plan,
       (ii) transfer of property will be subject to approval by
       the relevant regulatory agencies pursuant to applicable
       non-bankruptcy law, and (iii) the Headwaters Litigation
       and other environmental cases or matters will not be
       removed or transferred from the California venue;

   (b) changes to certain definitions and to clarify the workings
       of the BoNY's Modified First Amended Plan and its related
       bid procedures and trust agreements;

   (c) the addition of specific language identifying the
       potential treatment of the claims of the PBGC, and
       clarifying that the confirmation of BoNY's Modified First
       Amended Plan does not affect the termination of the
       Pension Plan, or change the nature or priority of any
       claim of the PBGC;

   (d) clarifications that BoNY's Modified First Amended Plan is
       not dependent on the assumption of the New Master Purchase
       Agreement;

   (e) the addition of a provision to BoNY's Modified First
       Amended Plan at the request of the state and federal
       regulatory agencies, providing for the appointment of a
       Special Plan Agent to implement the plan with regard to
       any Estate Property where the Plan Agent has a conflict of
       interest;

   (f) the alteration of BoNY Modified First Amended Plan
       provisions for the appointment of a Post-Confirmation
       Board to provide that it will be initially composed of
       five members nominated by the five largest noteholders who
       may nominate a representative, nominate an independent
       director or decline to serve on or nominate a member of
       the Post-Confirmation Board, and providing for the
       possibility of Court-approved compensation of members of
       the Post-Confirmation Board; and

   (g) elimination of any difference in treatment between Class 3
       General Unsecured Claims, Class 4 Contingent Unsecured
       Claims that become allowed claims prior to the Effective
       Date, and Class 5 Intercompany Unsecured Claims.

The Modifications are non-material and require no additional
or further balloting, Mr. Clement tells Judge Schmidt.

The only modification that arguably might be material is the
modification eliminating any difference in treatment between
Class 3 General Unsecured Claims, Class 4 Contingent Unsecured
Claims, and Class 5 Intercompany Unsecured Claims, Mr. Clement
avers.  This modification combines and provides for identical
treatment of the three classes of unsecured claims, including
participation in the Unsecured Claim Distribution Account, he
explains.

As a result, if Class 4 and 5 Claims become Allowed Claims, the
pro rata distribution to Class 3 General Unsecured Claims could
be reduced.  Despite this possibility, BoNY's Modified First
Amended Plan can be confirmed without re-solicitation, Mr.
Clement asserts.

A full-text copy of the Redlined Version of BoNY's Modified First
Amended Plan is available for free at:

             PALCO_BonyMod1stAmendedPlanRedline.pdf

                     BoNY Nominates Plan Agent

BoNY has nominated, and will seek approval of at the confirmation
hearing, former California Governor Pete Wilson to serve as Plan
Agent under BoNY's Modified First Amended Plan.

At the confirmation hearing, BoNY will also present for approval
a compensation agreement for the proposed Plan Agent.

              BoNY Nominates Post-Confirmation Board

BoNY also nominated, and will seek approval of at the
confirmation hearing, five individuals to serve as members of an
initial Post-Confirmation Board:

   1. David Tredwell, independent director;
   2. Phil Maslowe, independent director;
   3. Marnie S. Gordon, independent director;
   4. Brett Young, representative of noteholder, Plainfield; and
   5. William Snyder of CRG Partners, independent director.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 57;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Heartland Commission Files Amended Plan
-------------------------------------------------------
The Heartlands Commission, composed of certain PALCO employees and
members of the Bear River Tribe, delivered to the U.S. Bankruptcy
Court for the Southern District of Texas an amended plan of
reorganization dated April 20, 2008.  

The original Heartlands Reorganization Plan was submitted to the
Court on January 23, 2008.  The Original Plan contemplates (i) a
Heartlands lottery project funding the formation of a PALCO
Community Corporation, (ii) a PALCO workers' ESOP buy-out of The
Pacific Lumber Company and Scotia Pacific Company LLC as well as
(iii) funding a major diversification of Palco mill, town of
Scotia and various underutilized company assets.

Under the Amended Plan, the Heartlands Commission clarifies that
the Bear River Tribe cannot legally run a lottery as it has given
away its lottery operation rights in an agreement with the state
of California.  The Commission has now teamed up with the Oglala
Sioux Tribe for the proposed lottery program.

The Commission calls its plan a "PALCO Employees' Reorganization
Plan."  Stephen Lewis, on behalf of the Commission, relates that
the Heartlands Amended Plan, among other things:

   -- provides a full buy-out of the PALCO and Scopac properties
      and full repayment of all PALCO and Scopac debts within one
      year;

   -- provides for the creation of Pal-Lotto Systems and PALCO
      new product lines;

   -- aims to create more jobs;

   -- seeks to establish stringent environmental protection
      measures on PALCO land;

   -- seeks to create PALCO Watershed Stewardships for local
      college students to learn environmental forestry, among
      others; and

   -- provides for Endangered Species Recovery Areas.

"Our Palco Community Corporation Reorganization Plan is the only
Reorganization Plan that is aimed at benefiting Palco employees,
not bank, not corporate money managers, nor extremely wealthy
individuals who have no stake in our community . . ." Mr. Lewis
contends.

The Commission thus ask Judge Schmidt to consider its proposed
Plan.

A full-text copy of the Amended Heartlands Plan is available for
free at http://bankrupt.com/misc/PALCO_heartlandsamendedplan.pdf

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 57;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Humboldt County Withdraws Objection to PALCO Plan
-----------------------------------------------------------------
The County of Humboldt, California, withdrew without prejudice its
objection to the Plan of Reorganization proposed by The Pacific
Lumber Company.

Humboldt County previously opposed the treatment contemplated by
Debtors of certain property tax obligations under the Plan.

Martha E. Romero, Esq., counsel for Humboldt County, informs the
U.S. Bankruptcy Court for the Southern District of Texas that upon
further investigation, Humboldt County has determined that none of
the Debtors owe it any prepetition property tax.  

Any postpetition property tax obligations that may exist will be
treated as administrative expenses claims under the Debtors' Plan
and will be paid in full, in cash, on the effective date of the
Plan.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 57;
http://bankrupt.com/newsstand/or 215/945-7000).   


PACKAGING DYNAMICS: Moody's Cuts Ratings to 'B2' on 2007 Shortfall
------------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of Packaging Dynamics Corporation
to B2 from B1.  Concurrently, Moody's lowered the senior secured
term loan rating to B1 from Ba3 and the senior subordinated notes
rating to Caa1 from B3.

These actions reflect a material shortfall in 2007 results as
compared to prior expectations and the absence of debt reduction
since the ratings were assigned in April 2006.  While Moody's
acknowledges that PDC's results improved in the latter part of
2007 and management is focused on upgrading the product mix in
certain business lines, cost inflations and operational
inefficiencies continue to pressure margins.  The ratings benefit
from adequate liquidity, the diversity of the company's products
and end markets, and its leading positions in niche industries.   
The stable outlook reflects Moody's expectation of modest revenue
growth, realized margin improvement and a meaningful level of debt
repayment over the intermediate term.

Moody's took these rating actions:

  -- $128 million senior secured term loan due 2013, downgraded to
     B1 (LGD3, 38%) from Ba3 (LGD3, 33%);

  -- $150 million senior subordinated notes due 2016, downgraded
     to Caa1 (LGD5, 86%) from B3 (LGD5, 86%);

  -- Corporate Family Rating, downgraded to B2 from B1;

  -- Probability of Default Rating, downgraded to B2 from B1.

Packaging Dynamics Corporation is a leading manufacturer and
converter of value-added food packaging products, specialty
bleached and unbleached lightweight papers, and flexible adhesive
and extrusion lamination structures. Headquartered in Chicago,
Illinois, the company is privately held and generated revenues of
approximately $800 million in the year ended December 31, 2007.


PEOPLE'S CHOICE: Fitch Cuts Ratings on Certs. Totaling $82.4 Mil.
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on two People's
Choice Home Loan mortgage pass-through certificate transactions.   
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are removed from Rating Watch Negative.   
Affirmations total $68.8 million and downgrades total
$82.4 million.

Series 2004-1

  -- $7.6 million class M-1 affirmed at 'AA';
  -- $10.1 million class M-2 affirmed at 'AA-';
  -- $15.2 million class M-3 affirmed at 'A+';
  -- $6.3 million class M-4 affirmed at 'A';
  -- $7.6 million class M-5 affirmed at 'BBB-';
  -- $3.6 million class M-6 downgraded to 'B' from 'BB+';
  -- $2.5 million class M-7 downgraded to 'C/DR5' from 'B';
  -- $2.1 million class M-8 revised to 'C/DR6' from 'C/DR5'.

Deal Summary

  -- Originators: 100% People's Choice Home Loan, Inc.;
  -- 60+ day Delinquency: 23.61%;
  -- Realized Losses to date (% of Original Balance): 2.77%.

Series 2004-2

  -- $19.8 million class M-1 affirmed at 'AA+';
  -- $15.1 million class M-2 downgraded to 'A+' from 'AA';
  -- $26.4 million class M-3 downgraded to 'BBB' from 'A';
  -- $9.4 million class M-4 downgraded to 'BB+' from 'BBB+';
  -- $9.4 million class M-5 downgraded to 'B' from 'BB+';
  -- $7.2 million class M-6 downgraded to 'CCC/DR2' from 'B';
  -- $4.0 million class M-7 downgraded to 'C/DR5' from 'B-/DR1';
  -- $4.8 million class M-8 downgraded to 'C/DR6' from 'CCC/DR2';
  -- $2.2 million class B remains at 'C/DR6'.

Deal Summary

  -- Originators: 100% People's Choice Home Loan, Inc.;
  -- 60+ day Delinquency: 27.09%;
  -- Realized Losses to date (% of Original Balance): 3.27%.


PETRA CRE: Fitch Maintains Ratings on All Classes of CDO 2007-1
---------------------------------------------------------------
Fitch Ratings affirms all classes of Petra CRE CDO 2007-1, Ltd. or
Corp. (Petra 2007-1):

  -- $400 million class A-1 notes at 'AAA';
  -- $133.75 million class A-2 notes at 'AAA';
  -- $76.75 million class B notes at 'AA';
  -- $57.50 million class C notes at 'A+';
  -- $25.50 million class D notes at 'A';
  -- $22 million class E notes at 'A-';
  -- $33 million class F notes at 'BBB+';
  -- $20 million class G notes at 'BBB';
  -- $26.50 million class H notes at 'BBB-';
  -- $42.50 million class J notes at 'BB';
  -- $32.50 million class K notes at 'B'.

Deal Summary:

Petra 2007-1 is a revolving commercial real estate cash flow
collateralized debt obligation that closed on June 27, 2007.  As
of the March 25, 2008 trustee report and based on Fitch
categorizations, the CDO was substantially invested: commercial
mortgage whole loans/A-notes (75.2%), commercial real estate
mezzanine loans (22.3%), and B-notes (2.4%).  The CDO is also
permitted to invest in real estate investment trust debt, CRE
CDOs, commercial mortgage-backed securities, credit tenant lease  
loans, and real-estate bank loans.

The portfolio is selected and monitored by Petra Capital
Management LLC.  Petra 2007-1 has a six-year reinvestment period
during which, if all reinvestment criteria are satisfied,
principal proceeds may be used to invest in substitute collateral.
The reinvestment period ends June 2013.

Asset Manager:

Petra was founded in 2005 by Andrew Stone.  Mr. Stone ran in-house
proprietary hedge funds for both Daiwa and Credit Suisse First
Boston in the 1980s and 1990s.  In addition, Petra is also run by
three other principals: Larry Shelley, Kenneth Kornblau and Joseph
Iacono.  Key members joined the firm with previous experience in
commercial real estate debt origination, portfolio management,
investment banking, capital markets distribution, structuring,
modeling, and systems development activities. Petra draws on the
lengthy experience of all principals to source and manage
collateral.  The firm currently manages four other outstanding
CDOs - one high-grade transaction backed by asset-backed
securities; one CDO backed by CMBS securities; one CDO backed by
ABS, residential mortgage backed securities and CMBS; and one CDO
of CDOs. Petra uses fundamental analysis to underwrite
investments, including originator, servicer, and CDO manager
reviews.  Petra operates as a Securities and Exchange Commission  
registered investment adviser.

Performance Summary:

Petra 2007-1 became effective on March 23, 2008.  As of the
effective date, the as-is poolwide expected loss has increased to
36.125% from 32.875% at close. Based on the current PEL covenant
of 44.125%, the CDO has average reinvestment flexibility with 8%
of cushion.  However, it should be noted that compared to other
CRE CDOs, it has an above-average weighted average spread cushion
of 1.44% based on the current WAS of 3.84%.  The CDO's PEL
covenant varies depending on the in-place WAS (WAS/PEL Matrix).

The higher as-is PEL is attributed to an increase in the
percentage of transitional assets added to the portfolio.   
Generally, these asset types carry higher than average expected
losses.  An additional reason for the increased PEL is a recently
modified mezzanine loan (2.5%), which is secured by a portfolio of
four office properties.  While the entire capital stack secured by
interests in these four assets was extended to allow the sponsor
to market the properties for sale, the bottom mezzanine positions,
which include the CDO's interest, agreed to defer interest
payments until the senior debt is paid in full.  As a result,
Fitch increased the expected loss on this loan.  Another
contributor to the increase in PEL is one loan (1.6%) which was 60
days delinquent as of the effective date.  The loan is still
currently delinquent. Fitch increased the probability of default
of this loan to 100%.

Since closing, four assets ($132.7 million) have been added to the
pool while three assets ($45.9 million) have paid off.  On
average, the loans added to the pool had a higher expected loss
than those that were paid off.  The four newly added loans are
secured by an office building located in New Orleans, Louisiana; a
low-income multifamily property scheduled to undergo $3.3 million
in deferred maintenance; a vacant Queens, New York retail property
in shell condition that is 100% leased to a department store; and
an office property located in Midtown Manhattan, which is planned
to be demolished and rebuilt as a taller mixed use property.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants, as of the March 25,
2008 effective date trustee report.  However, although the OC
ratio is still above its OC covenant, it has declined from the
previous month as a result of the one delinquent loan and the
mezzanine loan secured by the office portfolio which was past its
maturity as of the effective date.  As mentioned above, this loan
has been extended.

Collateral Analysis:

While the deal is comprised of 75.2% whole loans, the whole loans
are generally secured by a high percentage of transitional assets  
or non-traditional property types.  For example, based on Fitch
categorizations, land loans comprise the largest percentage of
assets in the pool at 21.4%.  However, according to the
March 25, 2008 trustee report, the CDO is within all property type
covenants.  In addition, the CDO is within all its geographic
covenants with the highest concentration in New York at 40.7%,
most of which are located in Manhattan.

The Fitch Loan Diversity Index is 374, which represents average
diversity as compared to other CRE CDOs.

Rating Definitions:

The ratings of the class A-1, A-2, and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class C, D, E, F, G, H, J, and K notes address the
likelihood that investors will receive ultimate interest payments,
as well as the stated balance of principal, by the legal final
maturity date, per the governing documents, as well as the
aggregate outstanding amount of principal by the stated maturity
date.

Upgrades during the reinvestment period are unlikely given the
pool could still migrate to the PEL covenant.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

Fitch will continue to monitor and review this transaction and
will issue an updated Snapshot report after each committeed
review.  The surveillance team will conduct a review whenever
there is approximately 15% change in the collateral composition,
or semi-annually.


PHH MORTGAGE: Moody's Takes Rating Actions on Various Classes
-------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by PHH Mortgage Trust, Series 2008-CIM1, and
ratings ranging from Aa2 to B2 to the subordinate certificates in
the deal.

Group I certificates are backed by adjustable-rate first lien,
Jumbo residential mortgage loans.  The ratings are based primarily
on the credit quality of the loans and on the protection against
credit losses from subordination.  Moody's expects collateral
losses in Group I to range from 0.65% to 0.75%.

Group II certificates are backed by fixed-rate first lien, Jumbo
residential mortgage loans.  The ratings are based primarily on
the credit quality of the loans and on the protection against
credit losses from subordination.  Moody's expects collateral
losses in Group II to range from 0.70% to 0.80%.

PHH Mortgage Corporation will service the loans and Wells Fargo
Bank, N.A. will act as master servicer.

The complete rating actions are:

PHH Mortgage Trust, Series 2008-CIM1

Group I Certificates:

  -- Cl. I-1A-1, Assigned Aaa
  -- Cl. I-1A-2, Assigned Aaa
  -- Cl. I-2A-1, Assigned Aaa
  -- Cl. I-2A-2, Assigned Aaa
  -- Cl. I-3A-1, Assigned Aaa
  -- Cl. I-3A-2, Assigned Aaa
  -- Cl. I-4A-1, Assigned Aaa
  -- Cl. I-4A-2, Assigned Aaa
  -- Cl. I-B-1, Assigned Aa2
  -- Cl. I-B-2, Assigned A2
  -- Cl. I-B-3, Assigned Baa2
  -- Cl. I-B-4, Assigned Ba2
  -- Cl. I-B-5, Assigned B2

Group II Certificates:

  -- Cl. II-1A-1, Assigned Aaa
  -- Cl. II-1A-2, Assigned Aaa
  -- Cl. II-2A-1, Assigned Aaa
  -- Cl. II-2A-2, Assigned Aaa
  -- Cl. II-1-AX, Assigned Aaa
  -- Cl. II-2-AX, Assigned Aaa
  -- Cl. II-1-PO, Assigned Aaa
  -- Cl. II-B-1, Assigned Aa2
  -- Cl. II-B-2, Assigned A2
  -- Cl. II-B-3, Assigned Baa2
  -- Cl. II-B-4, Assigned Ba2
  -- Cl. II-B-5, Assigned B2


POST ROAD HOLDING: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Post Road Holding Co., Inc.
             750 U.S. Route 1
             Avenel, NJ 07001

Bankruptcy Case No.: 08-17544

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        750 U.S. Route 1, Inc.                     08-17547

Chapter 11 Petition Date: April 25, 2008

Court: District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtors' Counsel: David H. Stein, Esq.
                  Email: dstein@wilentz.com
                  Wilentz, Goldman & Spitzer, P.A.
                  90 Woodbridge Center Drive
                  P.O. Box 10
                  Woodbridge, NJ 07095
                  Tel: (732) 636-8000
                  Fax: (732) 855-6117
                  http://www.wilentz.com/

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

A. Post Road Holding Co., Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sergio Degioia                 Real property         $1,600,000
930 U.S. Highway 1             commonly known
Woodbridge, NJ 07095           as 750 Route 1,
                               Avenel, NJ

B. 750 U.S. Route 1, Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sergio Degioia                                       Unknown
930 U.S. Highway 1
Woodbridge, NJ 07095


POWERMATE HOLDINGS: Can File Schedules & Statements Until May 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which Powermate Holding Corp. and its debtor-
affiliates may file schedules of assets and liabilities, and
statements of financial affairs until May 30, 2008.

The Debtors said the necessity of the extension is due to the
number of creditors, the size and complexity of their businesses,
and the limited staffing available to gather, process and complete
the Schedules and Statements.  The Debtors said they filed their
consolidated list of creditors with their voluntary petitions,
demonstrating that the total number of creditors in these jointly
administered cases exceeds 200.

In addition, since the Petition Date, and during the course of
preparing the Schedules and Statements, the Debtors have been
performing many critical tasks to maximize value for creditors,
and the time required to perform these tasks has necessarily
restricted the amount of time that the Debtors' limited staff has
been able to commit to preparing the Schedules and Statements.

                    About Powermate Holding

Headquartered in Aurora, Illinois, Powermate Holding Corp. --
http://www.powermate.com/-- anufacturers of portable and home     
standby generators, air compressors, and pressure washers.  The
company and two of its affiliates filed for Chapter 11 protection
on March 17, 2008 (Bankr. D. Del. Lead Case No.08-10498).   
Kenneth J. Enos, Esq.. and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditors.  Sonnenschein Nath Rosenthal LLP represents the
Committee.  When the Debtors filed for protection against their
creditors, they listed assets and debt between $50 million to
$100 million.


PRISM GRAPHICS: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Prism Graphics, Inc.
        909 Lake Carolyn Parkway, Ste. 150
        Irving, TX 75039

Bankruptcy Case No.: 08-31914

Chapter 11 Petition Date: April 25, 2008

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: John Mark Chevallier, Esq.
                  Email: mchevallier@mcslaw.com
                  McGuire, Craddock & Strother
                  3550 Lincoln Plaza
                  500 N. Akard St.
                  Dallas, TX 75201
                  Tel: (214) 954-6800
                  Fax: (214) 954-6801
                  http://www.mcslaw.com/

Estimated Assets:   $100,000 to $1 million

Estimated Debts: $1 million to $10 million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Giddy Up, LLC                  judgment              $1,186,572
3630 Plaza Dr., Ste. 6
Ann Arbor, MI 48108

Performance Printing, LP       trade debt            $180,000
2929 Stemmons Freeway
Dallas, TX 75247

General Formulations, Inc.     trade debt            $15,000
309 S. Union Ave.
Sparta, MI 49345

Dan Schreimann                 attorney fees         $5,000


PYXIS ABS: Fitch Downgrades Ratings on Six Classes of Notes
-----------------------------------------------------------
Fitch Ratings has downgraded 6 classes of notes issued by Pyxis
ABS CDO 2006-1 Ltd. (Pyxis 2006-1).  The ratings are also removed
from Rating Watch Negative.  These rating actions are effective
immediately:

  -- $180,000,000 class A-1 to 'CC' from 'BBB-';
  -- $113,500,000 class A-2 to 'CC' from 'BB';
  -- $93,500,000 class B to 'CC' from 'BB-';
  -- $89,000,000 class C to 'CC' from 'B';
  -- $36,520,000 class D to 'CC' from 'CCC+';
  -- $48,020,077 class X to 'CC' from 'CCC'.

Pyxis 2006-1 is a hybrid cash and synthetic collateralized debt
obligation that closed on Oct. 3, 2006 and is managed by Putnam
Advisory Company, LLC.  Currently, 19.5% of the assets in the
portfolio are cash securities and 80.5% are synthetic reference
assets.  Pyxis 2006-1 will exit its reinvestment period in October
2011, unless cumulative losses in the portfolio exceed
$82.5 million, which would terminate the reinvestment period
early.  Currently, the portfolio supporting Pyxis 2006-1 has
experienced approximately $9.8 million of realized losses.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime
residential mortgage-backed securities and structured finance CDOs
with underlying exposure to subprime RMBS.  Since the last review
in November 2007, approximately 89.8% of the portfolio has been
downgraded, and 12.9% of the portfolio is currently on Rating
Watch Negative.  Actual credit migration exceeds the severity of
downgrades that Fitch assumed in its November 2007 review.   
Overall, 85.9% of the assets in the portfolio now carry a rating
below the rating assumed in November 2007.  According to the April
4, 2008 trustee report, the weighted average rating factor has
deteriorated to 42.9 ('B-/CCC+') compared to a trigger of 6
('BBB/BBB-'), and approximately $504.1 million, or 34.2%, of the
portfolio is classified as non-performing.

The 'CC' rating on all of the notes reflects a material weakness
in the transaction's structure.  The class A/B
overcollateralization test is reported as 62.7% in the April 2008
trustee report, compared to a trigger of 106.5%; however the test
is not effective until October 2011.  Accordingly, interest
proceeds are continuing to pass through the interest waterfall to
redeem the classes D and X notes according to their payment
schedules, rather than being directed to the benefit of the more
senior classes.  With all of the notes undercollateralized and the
lack of excess spread-diverting features at this time, there is
currently no benefit to being more senior in the capital
structure.  Fitch projects that only the classes D and X notes
will be receiving principal repayments until the reinvestment
period ends in 2011 or $82.5 million in cumulative losses is
realized.  Fitch anticipates Pyxis 2006-1 will enter an event of
default once the reinvestment period ends due to
undercollateralization of the class A-1 and A-2 notes.

Pyxis 2006-1 has a portfolio comprising primarily subprime RMBS
bonds (91.8%), SF CDOs (6.5%) and other structured finance assets.   
Subprime RMBS bonds of the 2005 and 2006 vintages account for
approximately 39.7% and 52.1% of the portfolio, respectively. The
SF CDO exposure lies in transactions originated in 2006.

The ratings of the classes A-1, A-2 and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the transaction's governing documents, as well as
the stated balance of principal by the legal final maturity date.   
The ratings of the classes C and D notes address the likelihood
that investors will receive ultimate and compensating interest
payments, as per the transaction's governing documents, as well as
the stated balance of principal by the legal final maturity date.   
The rating of the class X notes addresses the likelihood that
investors will receive the ultimate payment of class X rated
interest, as per the transaction's governing documents, as well as
the ultimate return of the scheduled class X target principal
amount, as per the transaction's governing documents, by the
stated maturity date.


QUEBECOR WORLD: Posts $2.2 Billion Net Loss for Full Year 2007
--------------------------------------------------------------
Quebecor World Inc. reported that for full year 2007, it
generated revenues of $5.7 billion, compared to $6.1 billion
in 2006 and a net loss of $2.2 billion, compared to a net
income of $28.3 million the previous year.

Full-year results included a goodwill impairment charges, and
impairment of assets, restructuring and other charges net of
income taxes of $2.1 billion or ($16.26) per share, compared
to $87.3 million or ($0.67) per share in 2006.  The cash
component of this charge was $42.7 million in 2007 compared to
$76.4 million in 2006.  Excluding these charges, the adjusted
net loss was $54.9 million or ($0.58) per share in 2007
compared to adjusted net income of $117.9 million or diluted
earnings per share of $0.64 for the same period in 2006.

Operating income before IAROC and goodwill impairment charge in
2007 was $90.1 million compared to $241.5 million in 2006.  
On the same basis, EBITDA was $461.9 million in 2007 compared
to $579.9 million in 2006.  The reduction of EBITDA in 2007 is
principally explained by $80 million in largely non-cash,
additional specific charges, compared to the prior year.

Quebecor World's full-year 2007 revenues reflect a reduction in
volume in its North American operations, in particular as the
result of several plant closures as the company moved to
complete its three-year restructuring and retooling program.  In
addition to goodwill, IAROC and specific charges, the decrease
in profitability reflects volume reduction, pricing pressure,
underperforming European assets and higher financial expenses
not fully compensated by cost reductions and efficiency gains.

On Jan. 21, 2008, Quebecor World filed for creditor protection
in the United States and Canada due to the inability of the
Company to raise new capital in the current market environment
and to complete the sale of its European operations.  The filing
was necessary to ensure the long-term viability of the Company
within a process that ensures fair and equitable treatment for
all stakeholders.

In accordance with generally accepted accounting principles,
Quebecor ceased  consolidating the result of Quebecor World as of
Jan. 21, 2008.  Quebecor Inc. plans to release its financial
results for the 2007 financial year and the results of its
Quebecor Media subsidiary for the first quarter of 2008 during the
week of May 5, 2008.

"We have made important and substantial efforts to stabilize our
business and to reach out to all our stakeholders in this
process," said Jacques Mallette, President and CEO, Quebecor
World.  "I am pleased with what we have accomplished so far, and
it demonstrates the support of our customers, our suppliers and
our employees to our business going forward.  We continue to
renew and earn new business with important customers across our
global platform including, most recently, McGraw Hill, Wenner
Media and RONA."

                      Fourth Quarter Results

For the fourth quarter of 2007, the company generated revenues
of $1.5 billion compared to $1.6 billion in 2006, and a net
loss of $1.8 billion or ($13.87) per share compared to net
income from continuing operations of $11.6 million or $0.03
per share in the same period last year.  Fourth quarter results
included impairment of assets, restructuring and other charges
(IAROC) and a goodwill impairment charge, net of income taxes,
of $1.8 billion or ($13.81) per share compared to
$33.0 million or ($0.25) per share in 2006.

The cash component of this charge was $5.1 million in 2007
compared to $21.1 million in 2006. Excluding these charges, the
adjusted net loss was $1.9 million or ($0.06) per share for the
fourth quarter of 2007 compared to adjusted net income of
$44.6 million or diluted earnings per share of $0.28 for the same
period in 2006.  Operating income before IAROC and goodwill
impairment for the fourth quarter of 2007 was $1.8 million
compared to $74.2 million for the same period in 2006. On the same
basis, EBITDA was $130.3 million for the fourth quarter of 2007
compared to $170.2 million for the same period in 2006.  In the
fourth quarter 2007, the company incurred $45 million in
additional specific charges compared to the fourth quarter of
2006.  These charges were largely non-cash.  Excluding these
additional charges, EBITDA in the fourth quarter 2007 was slightly
higher than during the same period in 2006.

                     Use of Non-GAAP Measures

In the discussion of the company's 2007 results, it used certain
financial measures that are not calculated in accordance with
Canadian generally accepted accounting principles (GAAP) or
United States GAAP to assess its financial performance, including
EBITDA (earnings before interest, tax, depreciation and
amortization), Adjusted EBITDA and operating income before IAROC
(impairment of assets, restructuring and other charges) and
goodwill impairment.  The company used non-GAAP financial measures
because it believes that they are meaningful measures of the
company's performance.  The company's method of calculating these
non-GAAP financial measures may differ from the methods used by
other companies and, as a result, the non-GAAP financial measures
presented in this press release may not be comparable to other
similarly titled  measures disclosed by other companies.  The
company provides a reconciliation of these non-GAAP financial
measures to the most directly comparable GAAP financial measures
in Figure 6, "Reconciliation of non-GAAP Measures" of the
company's 2007 annual management's discussion and analysis filed
with the Canadian securities regulatory authorities at
http://www.Sedar.com/and with the United States Securities and  
Exchange Commission at www.sec.gov.  A copy of Quebcor World's  
2007 annual management's discussion and analysis is also available
on the company's Web site at http://www.quebecorworld.com/

                        Bankruptcy Update

Since the initial filing, the company received the final order
for its $1 billion debtor-in-possession financing from the U.S.
court.  As stated in the Monitor's report of April 1, 2008, the
company had unrestricted cash balances of $160 million and access
to revolving credit facility of up to $400 million.  The company
believes that this financing and its ability to generate
significant cash flow from operations will allow it to emerge from
creditor protection as a strong company in its industry.  The
company continues to serve all its global customers with superior
products and enhanced value-added services as illustrated by the
recent launch of its integrated multi-channel solutions offering
designed to increase the efficiency of its customers advertising
campaigns.

To assist in its efforts to emerge from creditor protection as
quickly as possible, the company has appointed Mr. Randy Benson,
Chief Restructuring Officer of the company.  Mr. Benson has
extensive experience in working with other companies going
through a financial restructuring process.  He reports to the
Restructuring Committee of the Board of Directors.

"The restructuring process is proceeding as planned. To date we
have passed several important milestones and we are actively
developing our five-year business plan which we expect to be
completed in the second quarter.  The appropriate creditors and
ad hoc committees have been established in the U.S. and Canada
and we are pursuing an active and ongoing dialogue," added Mr.
Mallette.  "To date we have had more than 60 uncontested motions
approved in the U.S. process which is a strong indication of
everyone's focus and determination to make this process a
success by exiting creditor protection as soon as possible."

                       About Quebecor World

Quebecor World Inc. (TSX: IQW) -- http://www.quebecorworld.com/  
-- provides high-value, complete marketing and advertising
solutions to leading retailers, catalogers, branded-goods
companies and other businesses with marketing and advertising
activities, as well as complete, full-service print solutions
for publishers.  The company is a market leader in most of its
major product categories, which include advertising inserts and
circulars, catalogs, direct mail products, magazines, books,
directories, digital premedia, logistics, mail list technologies
and other value-added services.  Quebecor World has
approximately 28,000 employees working in more than 115 printing
and related facilities in the United States, Canada, Argentina,
Austria, Belgium, Brazil, Chile, Colombia, Finland, France,
India, Mexico, Peru, Spain, Sweden, and Switzerland.

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., 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.

The Debtors' CCAA stay has been extended to May 12, 2008.  The
Debtors have until Sept. 30, 2008, to exclusively file a
reorganization plan.

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


QUEBECOR WORLD: To Cut 700 Jobs at Connecticut and Ontario Sites
----------------------------------------------------------------
Quebecor World Inc. disclosed workforce reductions at two
facilities as part of its three-year retooling program.  The
facilities are located in North Haven, Connecticut and in
Etobicoke, Ontario.  The North Haven facility will be closed by
the end of the second quarter 2008 and the Islington facility in
Etobicoke will be significantly downsized.

The measures are part of the company's global retooling and
restructuring program launched three years ago, Quebecor World
reported.  The program which is being completed in 2008 is
designed to reduce costs and improve productivity across the
company's global platform by consolidating volume in larger and
more efficient facilities.  This program has included investing in
and deploying state-of-the-art presses and accompanying technology
in fewer but larger facilities to better service customers and to
improve performance.

According to Quebecor World, the restructuring will result in the
loss of about 700 full-time positions.  Quebecor World will help
its employees find new jobs by providing them with outplacement
services and providing information on opportunities in other
facilities.

The Islington facility produces retail flyers, catalogs and binds
directories.  The facility will continue to operate its bindery
for directories which will result in the maintaining of about
60 full-time positions.  The North Haven facility primarily
produces general commercial printed products. Volume from both
facilities will be relocated to newer, larger facilities equipped
with state-of-the-art technology.  These efforts are being
coordinated with the company's customers through their normal
sales representatives, Quebecor World said.

In the last three years the company disclosed that it invested
$1 billion upgrading its facilities with the latest presses,
robotics, quality control systems and new bindery technology.  In
the company's magazine platform alone this included the
installation of ten new 64 and 96 page wide-web presses at seven
facilities.  This is part of one of the largest investments in the
history of the industry, the company said.

                      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; 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.


RANGE RESOURCES: Moody's Keeps 'Ba2' Ratings on Stable Metrics
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family
ratings, the Ba2 probability of default rating, and the Ba3 and
LGD 5 (point estimate changed to 72% from 75%) ratings on the
existing senior subordinated notes for Range Resources.   
Simultaneously, Moody's rated the new $250 million senior
subordinated notes offering Ba3 (LGD 5; 72%).  The outlook remains
stable.

Proceeds from the new notes offering along with a new equity
offering of 3.5 million new shares will initially be used to repay
revolver borrowings.  However, over the course of 2008 the
revolver will be drawn down to fund the company's recently upsized
capital spending plans for 2008.  The company is increasing its
capital spending from $1.0 billion to $1.2 billion primarily to
support additional leasehold positions in the company's important
Marcellus Shale play in the Appalachia basin.

The affirmation reflects RRC's overall operating and financial
metrics that compare favorably to similarly rated exploration and
production companies.  Range continues to demonstrate positive
sequential quarter production trends, maintains a comparatively
good unit cost structure, and has a clear track record of reserve
growth at very competitive reserve replacement costs.

In addition, the CFR considers the company's pattern of issuing
common equity in conjunction with significant acquisitions in
order to maintain leverage commensurate with the Ba2 rating.  
Since 2004, Range has issued approximately $800 million of common
equity to help fund about $1.8 billion of acquisitions.  While the
acquisitions of properties from DTE in January plus two other
Barnett Shale bolt-on acquisitions were essentially all debt
funded (totaling about $333 million), the company's current
issuance of equity (along with the proposed notes offering) to
help fund additional acreage positions within the Marcellus Shale
play demonstrates the company's continued willingness to issue
equity to keep leverage on the proven developed reserves within
the appropriate ranges for the Ba2 rating.  Pro forma for the
acquisitions completed in Q1'08 and the new debt and equity
financings, Range's leverage on the PD reserves is approximately
$4.78/boe which is slightly lower than year-end Dec. 31, 2007.

The Ba2 remains restrained by the overall scale of its production
base which still ranks on the lower end of the average for the Ba2
peer group.  The CFR is also restrained by the growing focus on
capital intensive unconventional resource plays.  This capital
intensity is resulting in very aggressive spending plans which are
expected to exceed cashflow for the third year in a row and will
likely keep spending levels at high levels for the foreseeable
future.  While some of the company's emerging shale plays
(particularly the Marcellus Shale) provide potentially significant
upside to the company, there is a substantial amount of front-end
capital required to keep drilling to establish the plays.

In addition, associated infrastructure needs will limit volume
growth until built and will also require significant capital to
bring future volumes to market.  This additional capital
investment could keep the company's overall spending on an
aggressive track over the next few years, which may put pressure
on the currently acceptable leverage for the Ba2 rating.  The
company has indicated that it is in talks with a midstream partner
on the building and funding of the infrastructure, however, if no
agreement is made, the risk falls on the company to execute this
large scale project.

Despite the expectation of outspending cash flows over the
remainder of 2008, RRC's liquidity profile remains very solid.   
Pro-forma for the notes and equity offerings, RRC is expected to  
have about $850 million of availability under its $1.0 billion
credit facility.  Even with the current plans of outspending
cashflow, the company's revolver availability should be sufficient
to cover the funding needs and leave the company with still ample
unused capacity.  Moody's expects the company to remain well
within its maintenance covenant requirements which ensures
accessibility at least over the next year.

The stable outlook assumes that despite the aggressive spending
outlined for 2008, the company's PD leverage profile remains
within the $5.00/boe range and that the capital productivity from
its drilling program results in a cost structure that remains
competitive.  However, the outlook could be pressured if RRC's
leverage on PD reserves escalates and remains in the above the $6
range.  The ratings could also be pressured if RRC is unable to
generate the targeted growth of production and reserves through
its aggressive drilling program; or if reserve replacement costs
escalate resulting in increased full-cycle costs and pressuring
cash-on-cash returns.

Range Resources Corporation is headquartered in Fort Worth, Texas,
and is engaged in the exploration, development and acquisition of
oil and gas properties, primarily in the Southwestern, Appalachian
and Gulf Coast regions of the United States.


RESIDENTIAL ACCREDIT: Fitch Acts on Various Certificates' Ratings
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on these 2003 and 2004 Alt-
A Residential Accredit Loans (RALI) mortgage-backed certificates:

Series 2003-QS16

  -- Classes A-1, A-P and A-V affirmed at 'AAA';

  -- Class M-1 affirmed at 'AA';

  -- Class M-2 affirmed at 'A';

  -- Class M-3 rated 'BBB' is placed on Rating Watch Negative;

  -- Class B-1 downgraded to 'B' from 'BB' and placed on Rating
     Watch Negative;

  -- Class B-2 downgraded to 'CCC/DR2' from 'B'.

Series 2003-QS23

  -- Classes A-1 and A-P affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 rated 'BBB' is placed on Rating Watch Negative;
  -- Class B-1 downgraded to 'CCC/DR2' from 'B';
  -- Class B-2 downgraded to 'C/DR4' from 'CC/DR4'.

Series 2004-QS9

  -- Classes A-1, A-P, A-V affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 rated 'A' is placed on Rating Watch Negative;
  -- Class M-3 downgraded to 'CCC/DR2' from 'BBB';
  -- Class B-1 downgraded to 'CC/DR3' from 'BB';
  -- Class B-2 revised to 'C/DR6' from 'C/DR4'.

The collateral for series 2003-QS16, 2003-QS23 and 2004-QS9
consist of 15-year fixed rate seasoned loans.  The affirmations
reflect credit enhancement consistent with future loss
expectations and affect approximately $196 million of outstanding
certificates.

The downgrades, affecting approximately $1 million of outstanding
certificates, reflect the deterioration in the relationship of CE
to future loss expectations.  The classes placed on Rating Watch
Negative represent approximately $1.2 million of outstanding
certificates.

The pools are seasoned between 45 (series 2004-QS9) and 55 (series
2003-QS16) months.  The pool factors (current mortgage balance as
a percentage of original) range from 40% (series 2003-QS16) to 53%
(series 2004-QS9).  The loans are serviced by Residential Capital,
LLC (rated 'RPS2+' by Fitch).

For series 2003-QS16, the amount of loans with serious
delinquencies (including 90+, foreclosure, bankruptcy and real-
estate owned) is 1.00% of the outstanding pool balance while the
CE for the affected M-3, B-1 and B-2 bonds is 0.68%, 0.40% and
0.21% respectively.  The transaction has experienced 0.46% loss
from to date and Fitch anticipates that high delinquencies will
translate to even greater losses, further reducing the CE of the
subordinate classes.

For series 2003-QS23, the amount of loans with serious
delinquencies (including 90+, foreclosure, bankruptcy and real-
estate owned) is 0.52% of the outstanding pool balance while the
CE for the affected M-3, B-1 and B-2 bonds is 0.43%, 0.16% and
0.00% respectively.  The transaction has experienced 0.18% loss
from to date and Fitch anticipates that high delinquencies will
translate to even greater losses, further reducing the CE of the
subordinate classes.

For series 2004-QS9, the amount of loans with serious
delinquencies (including 90+, foreclosure, bankruptcy and real-
estate owned) is 1.00% of the outstanding pool balance while the
CE for the affected M-2, M-3 and B-1 bonds is 0.77%, 0.23% and
0.00% respectively.  The transaction has experienced 0.28% loss
from to date and Fitch anticipates that high delinquencies will
translate to even greater losses, further reducing the CE of the
subordinate classes.


RESIDENTIAL CAPITAL: Seeks Alternatives to Arrest Liquidity Woes
----------------------------------------------------------------
A news statement issued by GMAC LLC included in its financial
results for the 2008 first quarter said that international
mortgage business experienced a significant decline in the first
quarter 2008 related to illiquidity in the global capital markets
and weakening consumer credit in certain markets.  This
environment drove significant realized and unrealized losses in
mortgage loans held for sale and investment securities.  As a
result, Residential Capital LLC has reduced the size of its
balance sheet and limited production of mortgages in overseas
markets to only those products with market liquidity.  The
business lending operation also experienced continued pressure in
the first quarter related to the decline in home sales and
residential real estate values.

The Troubled Company Reporter on April 30, 2008, that Residential
Capital LLC reported a net loss of $859 million for the first
quarter of 2008, compared to a net loss of $910 million
in the year-ago period.  The aggressive actions taken to reduce
risk and rationalize the cost structure have favorably affected
results in the U.S. residential finance business.  These
improvements, however, were offset by significant deterioration in
international operations.  Results in the quarter are attributable
to market- driven valuation adjustments on mortgage loans held for
sale, real estate assets and mortgage related investment
securities.  Partially offsetting these losses was a $480 million
gain recognized from the retirement of $1.2 billion (face value)
of debt.
    
Early April, ResCap announced additional restructuring efforts in
its international business aimed to further reduce the cost
structure and change the business model to reflect current market
conditions.  In the U.K., approximately 280 positions will be
eliminated and mortgage origination activity will be reduced.   In
Continental Europe, ResCap has suspended all new mortgage
originations and refocused the business on asset management
activities.
    
As expected, ResCap has significant near-term liquidity
requirements, which include approximately $4 billion in unsecured
and $13 billion in secured debt maturities through the remainder
of 2008.  To meet these requirements, management is actively
pursuing various alternatives including: potential secured funding
to be provided by GMAC, ongoing and potential utilization of
available committed lines of credit, the liquidation of certain
assets, the extension of maturities and the refinancing or
modification of existing indebtedness.  These efforts are
ongoing and have not yet been completed.

As reported in the Troubled Company Reporter on April 25, 2008,
Residential Funding Company and GMAC Mortgage LLC, both
subsidiaries of Residential Capital, LLC, borrowed $468 million
collectively under a Loan and Security Agreement with ResCap's
parent, GMAC LLC, as lender, to provide ResCap's subsidiaries with
a revolving credit facility with a principal amount of up to
$750 million, providing incremental liquidity for ResCap's
operations until longer-term financing is arranged.  

ResCap and GMAC are investigating various strategic alternatives
related to all aspects of ResCap's business, including extensions
and replacements of existing secured borrowing facilities, and
establishing additional sources of secured funding for ResCap's
operations.  One potential source of new secured funding is credit
secured by certain of ResCap's mortgage servicing rights.

The Troubled Company Reporter also reported on April 9, 2008 that
GMAC LLC purchased $1.2 billion of ResCap's notes in open market.    
The notes have a fair value of approximately $607,192,000 to
ResCap in exchange for 607,192 ResCap Preferred units with a
liquidation preference of $1,000 per unit.  ResCap canceled the
$1.2 billion face amount of notes.  GMAC may, in its sole
discretion, on or before May 31, 2008, contribute up to an
additional approximately $340 million of ResCap notes, having a
fair value of approximately $265,779,000, for additional ResCap
Preferred units.  The ResCap Preferred ranks senior in right of
payment to ResCap's common membership interests with respect to
distributions and payments on liquidation, winding-up or
dissolution of ResCap.

                    About Residential Capital

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit of      
GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.


RIDGEWAY COURT: Fitch Downgrades Ratings on 10 Classes of Notes
---------------------------------------------------------------
Fitch Ratings downgraded 10 classes of notes issued by Ridgeway
Court Funding II, Ltd.  These rating actions are effective
immediately:

  -- $836,511,227 class A-1A notes downgraded to 'BB' from 'BBB+'   
     and remain on Rating Watch Negative;

  -- $657,258,821 class A-1B notes downgraded to 'CCC' from 'BBB+'
     and removed from Rating Watch Negative;

  -- $448,131,014 class A-1C notes downgraded to 'CCC' from 'BBB+'
     and removed from Rating Watch Negative;

  -- $300,000,000 class A-1X notes downgraded to 'CC' from 'BBB'
     and removed from Rating Watch Negative;

  -- $225,000,000 class A-2 notes downgraded to 'CC' from 'BB+'
     and removed from Rating Watch Negative;

  -- $225,000,000 class A-3 notes downgraded to 'C' from 'B' and
     removed from Rating Watch Negative;

  -- $126,000,000 class A-4 notes downgraded to 'C' from 'CCC' and
     removed from Rating Watch Negative;

  -- $80,000,000 class A-5 notes downgraded to 'C' from 'CC' and
     removed from Rating Watch Negative;

  -- $37,356,812 class B notes downgraded to 'C' from 'CC' and
     removed from Rating Watch Negative;

  -- $35,709,089 class C notes downgraded to 'C' from 'CC' and
     removed from Rating Watch Negative.

Ridgeway II is a collateralized debt obligation that closed on
June 27, 2007 and is managed by Credit Suisse Alternative
Investments.  Ridgeway II has a portfolio comprised primarily of
subprime residential mortgage backed securities (53.1%),
structured finance CDOs (36.0%), Alternative-A RMBS (4.2%) and
other diversified SF assets.  Subprime RMBS bonds of the 2005,
2006 and 2007 vintages account for approximately 10.8%, 33.6% and
8.0% of the portfolio, respectively.  SF CDOs of the 2006 and 2007
vintages account for approximately 26.6% and 8.7% of the
portfolio, respectively.  Alt-A RMBS are composed primarily of the
2006 vintage.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS,
Alt-A RMBS, and SF CDOs with underlying exposure to subprime RMBS.   
Since the last rating action on Nov. 12, 2007, approximately 76.9%
of the portfolio has been downgraded, while 26.6% of the portfolio
is currently on Rating Watch Negative.  Actual credit
deterioration exceeds the level of downgrades that Fitch assumed
in the November 2007 review whereby 57.7% of the assets in the
portfolio now carry a rating below the rating Fitch assumed in
November 2007.

On Jan. 10, 2008, the class A principal coverage ratio fell below
97.5%, resulting in an event of default.  Fitch's rating action on
the class A-1A notes reflects the assumption that the majority of
the controlling class may vote for acceleration, thereby declaring
the notes immediately due and payable.  If acceleration is not in
effect, principal proceeds may be used to pay interest on
subordinate classes when interest proceeds are insufficient which
will further deteriorate the credit quality of the class A-1A
notes.

The Rating Watch Negative also reflects the continued credit
deterioration in subprime RMBS and SF CDOs with underlying
exposure to subprime RMBS, as well as growing concerns with the
performance of Alt-A RMBS.  Additionally, Fitch is reviewing its
SF CDO approach and will comment separately on any changes and
potential rating impact at a later date.

The ratings of the class A-1A, A-1B, A-1C, A-1X, A-2, A-3, A-4 and
A-5 notes address the likelihood that investors will receive full
and timely payments of interest, as per the transaction's
governing documents, as well as the stated balance of principal by
the legal final maturity date.  The ratings of the class B and C
notes address the likelihood that investors will receive ultimate
and compensating interest payments, as per the transaction's
governing documents, as well as the stated balance of principal by
the legal final maturity date.


SAIL TRUSTS: Fitch Downgrades Ratings on Certs. Totaling $80.3MM
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Structured Asset
Investment Loan mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are removed.  Affirmations total $1.1 billion and
downgrades total $80.3 million.

Series 2003-BC1

  -- $18.7 million class A-1 affirmed at 'AAA';
  -- $36.7 million class A-2 affirmed at 'AAA';
  -- $5.5 million class M1 affirmed at 'AA';
  -- $3.6 million class M2 affirmed at 'A';
  -- $1.3 million class M3 affirmed at 'BBB+';

Deal Summary

  -- Originators: Wells Fargo (49%), Finance America (14%)
  -- 60+ day Delinquency: 18.89%
  -- Realized Losses to date (% of Original Balance): 1.46%

Series 2003-BC2

  -- $9.0 million class A1 affirmed at 'AAA';
  -- $9.9 million class A2 affirmed at 'AAA';
  -- $6.3 million class A3 affirmed at 'AAA';
  -- $58.8 million class M-1 affirmed at 'BBB-';
  -- $4.1 million class M-2 downgraded to 'CC/DR3' from 'B-/DR1';
  -- $0.1 million class M-3 downgraded to 'C/DR5' from 'B-/DR1';
  -- $0.1 million class B downgraded to 'C/DR5' from 'B-/DR2';

Deal Summary

  -- Originators: BNC (37%), People's Choice (17%)
  -- 60+ day Delinquency: 28.74%
  -- Realized Losses to date (% of Original Balance): 1.68%

Series 2003-BC3

  -- $2.0 million class 1-A2 affirmed at 'AAA';
  -- $2.3 million class 2-A2 affirmed at 'AAA';
  -- $0.0 million class A-IO affirmed at 'AAA';
  -- $43.7 million class M1 affirmed at 'AA';
  -- $0.7 million class M2 affirmed at 'A';
  -- $0.2 million class M3 affirmed at 'A-';
  -- $0.0 million class M5 affirmed at 'BBB';
  -- $0.2 million class B affirmed at 'BBB-';

Deal Summary

  -- Originators: BNC (29%), First Franklin (21%)
  -- 60+ day Delinquency: 23.05%
  -- Realized Losses to date (% of Original Balance): 1.54%

Series 2003-BC4

  -- $18.7 million class M1 affirmed at 'AA';
  -- $23.8 million class M2 downgraded to 'BBB-' from 'A-';
  -- $0.7 million class M3 downgraded to 'BB+' from 'BBB+';
  -- $0.3 million class M4 downgraded to 'BB' from 'BBB';
  -- $0.0 million class B downgraded to 'BB' from 'BBB-';

Deal Summary

  -- Originators: BNC (50%), Finance America (17%)
  -- 60+ day Delinquency: 27.61%
  -- Realized Losses to date (% of Original Balance): 1.43%

Series 2003-BC6

  -- $59.3 million class M1 affirmed at 'AA';
  -- $13.6 million class M2 affirmed at 'A-';
  -- $2.4 million class M3 affirmed at 'B';
  -- $1.4 million class M4 revised to 'CCC/DR2' from 'CCC/DR1';
  -- $0.1 million class B downgraded to 'C/DR4' from 'CCC/DR1';

Deal Summary

  -- Originators: Option One (46%), BNC (19%)
  -- 60+ day Delinquency: 21.10%
  -- Realized Losses to date (% of Original Balance): 1.33%

Series 2003-BC7

  -- $13.4 million class 1-A2 affirmed at 'AAA';
  -- $4.2 million class 3-A2 affirmed at 'AAA';
  -- $0.0 million class A-IO affirmed at 'AAA';
  -- $56.7 million class M1 affirmed at 'AA';
  -- $8.2 million class M2 affirmed at 'A-';
  -- $2.1 million class M3 affirmed at 'BBB';
  -- $2.2 million class M4 affirmed at 'B';
  -- $0.2 million class M5 affirmed at 'B';
  -- $0.1 million class B affirmed at 'B';

Deal Summary

  -- Originators: Option One (48%), BNC (20%)
  -- 60+ day Delinquency: 21.15%
  -- Realized Losses to date (% of Original Balance): 1.44%

Series 2003-BC8

  -- $25.2 million class 2-A affirmed at 'AAA';
  -- $5.5 million class 3-A2 affirmed at 'AAA';
  -- $5.9 million class 3-A3 affirmed at 'AAA';
  -- $0.0 million class A-IO affirmed at 'AAA';
  -- $51.5 million class M1 affirmed at 'AA';
  -- $10.9 million class M2 downgraded to 'BB' from 'A';
  -- $3.1 million class M3 downgraded to 'B' from 'BBB+';
  -- $3.7 million class M4 downgraded to 'CC/DR3' from 'BB+';
  -- $2.3 million class M5 downgraded to 'C/DR5' from 'B+';
  -- $1.0 million class B downgraded to 'C/DR6' from 'B';

Deal Summary

  -- Originators: BNC (24%), Wells Fargo (15%)
  -- 60+ day Delinquency: 20.55%
  -- Realized Losses to date (% of Original Balance): 1.42%

Series 2003-BC9

  -- $25.2 million class 2-A affirmed at 'AAA';
  -- $1.8 million class 3-A2 affirmed at 'AAA';
  -- $1.4 million class 3-A3 affirmed at 'AAA';
  -- $51.8 million class M1 affirmed at 'AA';
  -- $14.0 million class M2 downgraded to 'BB' from 'BBB+';
  -- $3.3 million class M3 downgraded to 'B-/DR2' from 'BBB-';
  -- $4.2 million class M4 downgraded to 'C/DR5' from 'B';
  -- $1.1 million class M5 remains at 'C/DR6';

Deal Summary

  -- Originators: BNC (24%), Wells Fargo (16%)
  -- 60+ day Delinquency: 20.08%
  -- Realized Losses to date (% of Original Balance): 1.59%

Series 2003-BC10

  -- $4.3 million class 1-A2 affirmed at 'AAA';
  -- $49.6 million class A4 affirmed at 'AAA';
  -- $74.3 million class M1 affirmed at 'AA';
  -- $8.3 million class M2 affirmed at 'BBB+';
  -- $2.5 million class M3 affirmed at 'BBB-';
  -- $0.3 million class M4 affirmed at 'BBB-';
  -- $0.3 million class M5 affirmed at 'BBB-';
  -- $1.1 million class B downgraded to 'B' from 'BB+';

Deal Summary

  -- Originators: Option One (34%), BNC (31%)
  -- 60+ day Delinquency: 20.30%
  -- Realized Losses to date (% of Original Balance): 1.47%

Series 2003-BC11

  -- $41.6 million class A3 affirmed at 'AAA';
  -- $108.3 million class M1 affirmed at 'AA';
  -- $41.6 million class M2 affirmed at 'A-';
  -- $5.4 million class M3 affirmed at 'BBB';
  -- $7.5 million class M4 downgraded to 'B' from 'BB-';
  -- $4.5 million class M5 remains at 'C/DR5';
  -- $0.3 million class B revised to 'C/DR5' from 'C/DR4';

Deal Summary

  -- Originators: Option One (29%), BNC (29%)
  -- 60+ day Delinquency: 22.13%
  -- Realized Losses to date (% of Original Balance): 1.22%

Series 2003-BC12

  -- $27.7 million class 1-A affirmed at 'AAA';
  -- $26.1 million class 2-A affirmed at 'AAA';
  -- $7.5 million class 3-A affirmed at 'AAA';
  -- $42.8 million class M1 affirmed at 'A+';
  -- $6.6 million class M2 affirmed at 'BBB';
  -- $1.8 million class M3 affirmed at 'BB';
  -- $2.0 million class M4 affirmed at 'BB-';
  -- $2.2 million class M5 remains at 'C/DR5';
  -- $0.1 million class M6 revised to 'C/DR5' from 'C/DR3';
  -- $2.1 million class B remains at 'C/DR6';

Deal Summary

  -- Originators: Option One (33%), BNC (19%)
  -- 60+ day Delinquency: 20.30%
  -- Realized Losses to date (% of Original Balance): 1.45%

Series 2003-BC13

  -- $20.7 million class 1-A1 affirmed at 'AAA';
  -- $2.3 million class 1-A3 affirmed at 'AAA';
  -- $19.3 million class 2-A1 affirmed at 'AAA';
  -- $2.1 million class 2-A3 affirmed at 'AAA';
  -- $2.4 million class 3-A affirmed at 'AAA';
  -- $67.2 million class M1 affirmed at 'AA';
  -- $7.3 million class M2 affirmed at 'A';
  -- $2.0 million class M3 affirmed at 'A-';
  -- $2.5 million class M4 affirmed at 'BBB';
  -- $2.1 million class M5 affirmed at 'BB+';
  -- $0.2 million class M6 affirmed at 'BB';
  -- $0.9 million class B affirmed at 'B';

Deal Summary

  -- Originators: BNC (47%), Option One (21%)
  -- 60+ day Delinquency: 16.06%
  -- Realized Losses to date (% of Original Balance): 0.97%


SAINT VINCENT: Trustee Files $1.2BB Malpractice Case vs. McDermott
------------------------------------------------------------------
Richard Gray, bankruptcy trustee for Saint Vincent's Catholic
Medical Centers of New York, filed a complaint against law firm
McDermott, Will & Emery LLP, seeking $200,000,000 for each of six
causes of action, including legal malpractice, fraud, and breach
of fiduciary duty, and disgorgement of $4,500,000, in legal fees
previously paid to McDermott.

The complaint, filed in a Manhattan Supreme Court on April 14,
2008, alleges that partners at the McDermott law firm put off the
Chapter 11 filing of Saint Vincent's to facilitate a deal by
Huron Consulting Inc. to acquire Speltz & Weis for $17,000,000,
and a share of Speltz' future revenue, much of which was expected
to come from work done for Saint Vincent's, the New York Law
Journal reported.

An earlier Chapter 11 filing of Saint Vincent's would have
jeopardized the proposed acquisition because Court policy would
have barred Huron and Speltz from continuing to work for Saint
Vincent's, the NYLJ said.  The lawsuit said that McDermott
decided to help facilitate the Huron-Speltz deal by concealing it
from Saint Vincent's board of directors and by delaying the
bankruptcy filing as long as possible, the NYLJ added.

As a result of the delay of the Saint Vincent's Chapter 11
filing, the SVCMC Trustee asserted in the complaint that the
company incurred greater operating losses, paid more professional
fees, and took longer to emerge from bankruptcy, the NYLJ said.  
McDermott's actions, according to the NYLJ citing court papers,
also delayed the closing of St. Mary's in Brooklyn, New York,
which was losing $20,000,000, a year.

Had McDermott timely informed the Board of the Huron-Speltz
Transaction, the Board could have replaced Huron and Speltz in a
timely manner and would have taken other appropriate steps to
protect Saint Vincent's from the subsequent damages by heading
into bankruptcy with conflicted and non-disinterested parties at
its helm, the NYLJ said quoting statements filed in court papers.

McDermott "put their personal relationships and selfish economic
concerns above the interests of the charitable institution they
were entrusted to protect," the SVCMC Trustee said, as quoted by
the NYLJ.

McDermott retained as Saint Vincent's general corporate counsel
in December 2003.  Saint Vincent's Board of Directors later
replaced McDermott with Weil, Gotshal & Manges in September 2005.

The NYLJ said the lawsuit also named as defendants:

   -- McDermott partners William P. Smith, Stephen B. Selbst, and
      David D. Cleary;

   -- financial advisory firm Huron Consulting Inc.; and
   
   -- turnaround boutique Speltz & Weis, whose principals David
      Speltz and Timothy Weis served as Saint Vincent's chief
      executive officer and chief financial officer in 2004.  

The SVCMC Trustee, in the malpractice complaint, is represented
by Alfredo F. Mendez, Esq., of Abrams, Fensterman, Fensterman,
Eisman, Greenberg, Formato & Einiger.

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

(Saint Vincent Bankruptcy News, Issue No. 69; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

As of July 31, 2007, Saint Vincent's balance sheet listed total
assets of $404,332,138, total liabilities $951,171,700, and total
net assets/equity deficit of $546,839,562.


SASCO CERTIFICATES: Fitch Takes Various Rating Actions on Certs.
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Structured Asset
Securities Corporation mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $137.4 million and
downgrades total $86.4 million.

Series 2003-AM1

  -- $26.2 million class M1 affirmed at 'AA';
  -- $14.1 million class M2 downgraded to 'A-' from 'A';
  -- $1.8 million class M3 downgraded to 'BB+' from 'A-';
  -- $0.6 million class M4 downgraded to 'BB+' from 'BBB+';
  -- $0.3 million class B2 downgraded to 'B' from 'BB+';

Deal Summary

  -- Originators: Aames (100%)
  -- 60+ day Delinquency: 16.24%
  -- Realized Losses to date (% of Original Balance): 1.87%

Series 2003-BC1

  -- $0.3 million class M-1 affirmed at 'AAA';
  -- $15.6 million class M-2 affirmed at 'A+';
  -- $12.8 million class B-1 downgraded to 'B' from 'BB';
  -- $4.5 million class B-2 revised to 'C/DR5' from C/DR4';

Deal Summary

  -- Originators: Household (100%)
  -- 60+ day Delinquency: 46.38%
  -- Realized Losses to date (% of Original Balance): 11.33%

Series 2003-BC2

  -- $24.3 million class M1 affirmed at 'AA';
  -- $2.7 million class M2 downgraded to 'BBB-' from 'A';
  -- $2.8 million class M3 downgraded to 'B' from 'BB+';
  -- $1.0 million class M4 downgraded to 'C/DR5' from 'B';
  -- $2.5 million class B1 downgraded to 'C/DR6' from 'B-/DR1';

Deal Summary

  -- Originators: Conseco (42%)
  -- 60+ day Delinquency: 25.26%
  -- Realized Losses to date (% of Original Balance): 7.69%

Series ARC 2004-1 TOTAL

  -- $36.3 million class A5 affirmed at 'AAA';
  -- $34.7 million class M1 affirmed at 'AA+';
  -- $10.2 million class M2 downgraded to 'AA-' from 'AA';
  -- $6.0 million class M3 downgraded to 'A+' from 'AA-';
  -- $11.7 million class M4 downgraded to 'A-' from 'A+';
  -- $7.0 million class M5 downgraded to 'BBB' from 'A';
  -- $3.2 million class M6 downgraded to 'BBB-' from 'A-';
  -- $2.7 million class M7 downgraded to 'BB' from 'BBB+';
  -- $2.0 million class M8 downgraded to 'B' from 'BBB';
  -- $5.0 million class M9 downgraded to 'C/DR5' from 'CCC/DR1';

Deal Summary

  -- Originators: BNC (50%), Finance America (14%)
  -- 60+ day Delinquency: 19.39%
  -- Realized Losses to date (% of Original Balance): 2.20%


SILVER MARLIN: Fitch Downgrades Ratings on Eight Classes of Notes
-----------------------------------------------------------------
Fitch downgraded 8 classes of notes issued by Silver Marlin CDO I
Ltd.  These rating actions are effective immediately:

  -- $617,446, 927 class A-1 Notes downgraded to 'BBB' from 'AAA'
     and remains on Rating Watch Negative;

  -- $437,345,970 class A-2 Notes downgraded to 'CCC' from 'BBB'
     and removed from Rating Watch Negative;

  -- $62,477,996 class A-3 Notes downgraded to 'CC' from 'BBB-'
     and removed from Rating Watch Negative;

  -- $66,976,411 class A-4 Notes downgraded to 'CC' from 'BB+' and
     removed from Rating Watch Negative;

  -- $21,492,431 class B Notes downgraded to 'CC' from 'BB-' and
     removed from Rating Watch Negative;

  -- $9,396,691 class C Notes downgraded to 'CC' from 'B+' and
     removed from Rating Watch Negative;

  -- $7,376,128 class D Notes downgraded to 'C' from 'B' and
     removed from Rating Watch Negative;

  -- $3,998,592 class E Notes downgraded to 'C' from 'B-' and
     removed from Rating Watch Negative;

Silver Marlin I is a high grade structured finance collateralized
debt obligation that closed on March 29, 2007 and is managed by
Sailfish Structured Investment Management, LLC.  The portfolio of
Silver Marlin I comprised primarily of subprime residential
mortgage-backed securities bonds (32.5%), Alt-A RMBS (27.6%),
structured finance SF CDOs (25.9%), prime RMBS (8.0%), and other
structured finance assets.  Subprime RMBS bonds of the 2005, 2006,
and 2007 vintages account for approximately 2.0%, 20.0%, and 9.7%
of the portfolio, respectively.  Likewise, the SF CDO exposure
includes SF CDO originated in 2005 (5.7%), 2006 (4.0%) and 2007
(15.1%).  Alt-A RMBS of the 2005, 2006 and 2007 vintages represent
approximately 27.0% of the portfolio.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS,
Alt-A RMBS, and SF CDOs with underlying exposure to subprime RMBS.   
On Feb. 20, 2008, the class A Overcollateralization ratio fell
below 100% which resulted in the event of default.  As of April
30, 2008, no acceleration has taken place and therefore interest
proceeds will continue to be directed to pay interest due on
classes A-2 through C rather than paying off the principal of the
class A1 notes.  The interest due and paid on the classes A-2
through C amounted to $4.0 million on the last quarterly
distribution in February.  Further, in the absence of the
acceleration, principal proceeds can be potentially used to pay
interest on the classes A2 through C, if interest proceeds are
insufficient.

Since the last rating action on Nov. 12, 2007, approximately 65.8%
of the portfolio has been downgraded, with 40.7% of the portfolio
currently on Rating Watch Negative.  This actual credit
deterioration exceeded Fitch's assumed credit migration from the
November 2007 review whereby 45.5% of the assets in the portfolio
now carry a rating below the rating Fitch assumed in November
2007.  As of the most recent trustee report, March 31, 2008,
Fitch's weighted average rating factor stood at 12.6 as compared
to the maximum allowed of 1.8 and 1.6 as of Oct. 31, 2007, the
report available at last review.

Currently, 51.6% of the portfolio is comprised of investment grade
bonds, including 35.8% rated 'AAA' and 'AA'.  Because this higher
rated portion of the portfolio exceeds the outstanding notional of
the class A1 notes, the notes retain an investment grade rating.   
The class A1 remains on Rating Watch Negative due to a high
percentage of the portfolio which is likely to be downgraded in
the near future.  Fitch removes Rating Watch Negative on the class
A-2 through E notes, as further negative migration in the
portfolio will have a lesser impact on these classes.   
Additionally, Fitch is reviewing its SF CDO approach and will
comment separately on any changes and potential rating impact at a
later date.

The ratings on the class A-1, A-2, A-3 and A-4, B and C notes
address the timely receipt of scheduled interest payments and the
ultimate receipt of principal as per the transaction's governing
documents.  The ratings on the class D and E notes address the
ultimate receipt of interest payments and the ultimate receipt of
principal as per the transaction's governing documents.


SIRVA INC: Files First Amended Prepackaged Joint Plan
-----------------------------------------------------
SIRVA, Inc., and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of New York a
First Amended Prepackaged Joint Plan of Reorganization on
April 30, 2008.

The Amended Plan incorporates the agreement SIRVA reached with
its Official Committee of Unsecured Creditors, resolving the
Committee's objections to the Company's 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 settlement will be funded by the Company's
secured lenders.  

Specifically, under the Debtors' Amended Plan:

   * Class 5 is split into two classes:

     -- Class 5-A General Unsecured Claims, and
     -- Class 5-B Beach Class Action Claims;

   * Beach Class Action Claims include any claim related to
     proceedings entitled:

     -- Beach v. Atlas Van Lines, Inc., Case No. 07-0764,
     -- Moad v. Atlas Van Lines, Inc., Case No. 07-2506, and
     -- Boone v. Atlas Van Lines, Inc., Case No. 07-2269,

     or related causes of action against the Debtors on account
     of the allegations asserted in the proceedings;

   * Each Holder of a General Unsecured Claim will receive a cash
     distribution equal to 25% of its Allowed General Unsecured
     Claim;

   * Holders of Beach Class Action Claims will receive their pro
     rata share in $3,000,000 in cash and a $2,000,000 note
     containing the same terms as, and pari passu with, the
     Second Lien Facility, in satisfaction, settlement, release,
     and discharge of each allowed Beach Class Action Claim
     provided that the Beach Class Action is settled in a manner
     reasonably satisfactory to the parties;

   * In the event that a settlement is not reached, Beach Class
     Action Claims will be deemed to be unimpaired by the First
     Amended Plan and not subject to discharge under Section 1141
     of the Bankruptcy Code or otherwise; and

   * The definition of "General Unsecured Claim" has been
     clarified by specific reference to the schedule filed with
     the Court pursuant to the First Supplemental Declaration of
     Adam C. Paul in support of the amended schedule of certain
     claims.

Aside from other technical, immaterial, and conforming changes to
the Plan, all other terms remain the same, including providing
payment in full to all members of Class 4, which includes ongoing
business partners.

              Debtors To Solicit Votes from Class 1

In connection with the First Amended Plan, the Debtors seek the
Court's expedited approval of a solicitation package and
continued solicitation.

Marc Kieselstein, P.C., at Kirkland and Ellis LLP, in Chicago,
Illinois, tells the Court that the Debtors propose to continue
their solicitation of votes from the holders of Class 1 Claims,
to ensure the acceptance of the First Amended Plan.

The Debtors intend to continue their solicitation of Class 1 in
substantially the same manner and timeframe as the initial
solicitation, Mr. Kieselstein says.  Solicitation will occur over
a two business day period, commencing with the distribution of
the Solicitation Package.

The Debtors' continued solicitation of Class 1 does not require
them to solicit holders of Class 5-A or Class 5-B Claims, and the
Debtors have deemed those classes to reject the Plan.  Class 5
Claimholders will suffer no prejudice in their deemed rejection,
Mr. Kieselstein maintains.

The Debtors believe that the expedited solicitation period is
appropriate under the circumstances, as a longer solicitation
period will delay their emergence from bankruptcy, increase
customer uncertainty regarding their reorganization, and
jeopardize their ability to emerge as a revitalized enterprise.

The Court will consider the Debtors' request to continue
solicitation on May 2, 2008.

            Accounting Expert's Testimony is Reliable

Prior to the Debtors' filing of their First Amended Plan, the  
Official Committee of Unsecured Creditors objected to testimony
of Philip E. Kruse, a forensic accountant and managing director
at Alvarez & Marsal in New York.  Mr. Kruse's testimony was on
whether the Debtors can present accurate financial statements on
a legal entity basis.

Marc Kieselstein, P.C., at Kirkland and Ellis LLP in Chicago,
Illinois, told the Court that the testimony of Mr. Kruse is
relevant and reliable, and bears directly on whether substantive
consolidation is appropriate in the Debtors' cases.  He added
that the testimony on Mr. Kruse's investigation into the Debtors'
accounting condition will help the Court understand whether the
Debtors will be able to present accurate legal-entity-by-legal-
entity accounting, or if it is "hopelessly entangled."

Mr. Kieselstein asserted that Mr. Kruse is qualified to render an
opinion on the topic of accounting entanglement.  

As previously reported, the Committee asked the Court to exclude
from the record at the Confirmation hearing the Debtors' entity
level liquidation analyses rebuttal report dated April 10, 2008.

                 Confirmation Hearing is Adjourned

Judge James M. Peck will hold a Confirmation Hearing on the
revised Plan following the solicitation of votes from Class 1
creditors to be completed early next week, the Debtors said in a
statement.

"The confirmation hearing has been adjourned while plan
modifications are put in place," said Brad Godshall, a lawyer
representing the Creditors' Committee, reports the Daily Herald.

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.

A full-text copy of the Debtors' First Amended Prepackaged Joint
Plan of Reorganization is available at no charge at:

   http://bankrupt.com/misc/SIRVA1stAmendedPlan.pdf

A blacklined copy of the Debtors' First Amended Prepackaged Joint
Plan of Reorganization is available at no charge at:

   http://bankrupt.com/misc/SIRVA1stAmendedPlanBlacklined.pdf

                         About Sirva Inc.

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.  
The Committee's counsel is Pachulski Stang Ziehl & Jones.  When
the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  

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


SPRINT NEXTEL: S&P Cuts Rating to BB from BBB- and Removes Watch
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit and
senior unsecured ratings on Overland Park, Kansas-based wireless
carrier Sprint Nextel Corp. to 'BB' from 'BBB-' and removed the
ratings from CreditWatch with negative implications.  The outlook
is stable.

S&P also assigned a '3' recovery rating to Sprint Nextel's senior
unsecured debt and US Unwired Inc.'s second priority senior debt,
which indicates expectations for meaningful (50% to 70%) recovery
in the event of payment default.  In addition, S&P withdrew Sprint
Nextel's commercial paper rating.  Total debt outstanding as of
Dec. 31, 2007 was about $22 billion.
     
All ratings are removed from CreditWatch, where they were placed
with negative implications on Feb. 28, 2008 following the
company's announcement that it expects to report a decline in
EBITDA to $1.8 billion to $1.9 billion in the first quarter of
2008 because of accelerating post-paid subscriber losses of around
1.2 million, which are unlikely to improve in the second quarter.  
First quarter 2008 EBITDA would represent a decline of 25% to 30%,
year-over-year.
     
"The downgrade is based on our assessment that Sprint Nextel's
business risk profile is no longer supportive of an investment-
grade rating given its deteriorating operating performance and
lack of visibility in the wireless business, along with increased
financial leverage due largely to declining EBITDA," said Standard
& Poor's credit analyst Allyn Arden.

Wireless EBITDA fell 15% in 2007 while margins dropped to about
31% from 36.5% because of post-paid subscriber losses, declining
ARPU, elevated churn, and increased customer care costs.  Standard
& Poor's expects that operating and financial results will remain
under pressure over the next couple of years, as it will be
difficult to reverse these trends given the ongoing operational
challenges and expectations for increased competition.
     
As a result, credit protection measures are expected to weaken
considerably.  While S&P do not anticipate that Sprint Nextel will
violate covenants under the bank credit facility, which includes a
3.5x maximum debt to EBITDA covenant, S&P remain concerned that
the margin of covenant compliance will be somewhat thin in 2008.

The ratings on Sprint Nextel reflect declining revenue and margins
due to the continued erosion of its subscriber base, lower ARPU,
and high churn relative to its peers, as well as S&P's  
expectations for increased leverage over the next few years.
Mitigating factors include Sprint Nextel's position as the third-
largest wireless carrier in the U.S., a strong portfolio of
spectrum licenses, and industry leading data penetration.  The
company's WiMax deployment is not currently a material ratings
factor, given the uncertainties regarding its strategy.

Sprint Nextel's weaker operating and financial performance is the
result of several factors, most notably the erosion of the
company's subscriber base on the legacy iDEN network.  These
customers represent about one-third of Sprint Nextel's total
subscriber base.  S&P believe the company will be challenged to
stem the rate of subscriber losses until it is able to
successfully migrate them to Q-Chat, a replacement for the iDEN
push-to-talk service, which is expected to be in 20 markets by the
end of the second quarter of 2008.  However, growth prospects for
Q-Chat and its viability as a good substitute for push-to-talk
remains uncertain.


STANDARD PACIFIC: To Hold Annual Stockholders' Meeting on May 14
----------------------------------------------------------------
The 2008 Annual Meeting of Stockholders of Standard Pacific Corp.
will be held at The Fairmont Hotel located at 4500 MacArthur
Blvd., Newport Beach, California on May 14, 2008 at 10:30 a.m.,
local time.

The company will take these matters up:

   (1) Elect two directors, constituting Class II of the Board
       of Directors, to hold office for a three-year term and
       until their successors are duly elected and qualified;

   (2) Approve the Standard Pacific Corp. 2008 Equity Incentive
       Plan;

   (3) Consider a stockholder proposal to declassify the Board;

   (4) Consider a stockholder proposal regarding the adoption of
       quantitative goals to reduce greenhouse gas emissions;

   (5) Ratify the appointment of Ernst & Young LLP as its
       independent registered public accounting firm; and

   (6) Transact other business as may properly come before the
       Annual Meeting and any postponement or adjournment.

California Public Employees' Retirement System is calling other
shareholders to support its non-binding proposal asking Standard
Pacific Corporation to take steps necessary to declassify the
company's board of directors at the May 14 meeting.  CalPERS is
the largest public pension system in the U.S., with approximately
$240 billion in assets.  CalPERS holds 386,296 shares in Standard
Pacific.  A story on CalPERS' proposal is reported in today's
Troubled Company Reporter.

The Board has fixed the close of business on March 17, 2008, as
the record date for the determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting and any and
all postponements and adjournments.

A full-text copy of the company's proxy statement filed with the
Securities and Exchange Commission is available at no charge at:

     http://ResearchArchives.com/t/s?2b5f

                      About Standard Pacific

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- operates in   
many of the largest housing markets in the country with operations
in major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage, Universal Land Title of South Florida and
SPH Title.  

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B+' from 'BB-'.  Additionally, S&P lowered its rating on the
company's senior subordinated debt to 'B-' from 'B'.  The outlook
remains negative.


STANDARD PACIFIC: CalPERS Wants Board of Directors Declassified
---------------------------------------------------------------
California Public Employees' Retirement System is asking other
shareholders to support its non-binding proposal asking Standard
Pacific Corporation to take steps necessary to declassify the
company's board of directors at the May 14, 2008 annual meeting.

CalPERS is the largest public pension system in the U.S., with
approximately $240 billion in assets.  CalPERS holds 386,296
shares in Standard Pacific.

In an April 10, 2008 letter, Dennis Johnson, CFA, Senior Portfolio
Manager at CalPERS said Standard Pacific was named to CalPERS'
2008 Focus List due to poor stock performance and a sub-par
governance structure.  Mr. Johnson called the company's
performance over the 1, 3, and 5 year periods ending March 31,
2008, "abysmal".

CalPERS presented a table demonstrating Standard Pacific's
underperformance relative to the Russell 3000 Index and its
industry peer index over the 1, 3, and 5 year periods ending March
31, 2008:

                                 Relative                Relative
                                 Return                  Return
Time                            SPF to    Homebuilding  SPF to
period     Standard    Russell  Russell   Russell       Russell
ending     Pacific     3000     3000      Industry      Peer
3/31/2008  Corp (SPF)  Index    Index     Peer Index    Index
---------  ----------  -------  --------  ------------  --------
5 years    -60.76%     76.77%   -137.53%  22.20%        -83.0%
3 years    -86.32%     19.45%   -105.78%  -54.96%       -31.36%
1 year     -76.58%     -6.06%   -70.52%   -37.09%       -39.49%

Mr. Johnson said Standard Pacific is extremely entrenched.  
According to Mr. Johnson:

   -- Standard Pacific refuses to seek shareholder approval to
      remove its classified board.

   -- Standard Pacific refuses to seek shareholder approval to
      remove 80% supermajority voting requirements in the bylaws
      and articles of incorporation.

   -- Standard Pacific refuses to implement a majority voting
      standard for director elections.

   -- Standard Pacific has a poison pill that is not approved
      by shareowners.

   -- Shareowners may not remove directors without cause.

   -- Shareowners may not call special meetings or act by
      written consent.

CalPERS believes "improved governance practices lead to improved
financial performance."

"As a long term shareowner, CalPERS is very concerned with the
Company's accountability to its shareowners and its commitment to
good corporate governance.  We believe such accountability as
evidenced by governance practices is closely related to financial
performance," Mr. Johnson said.

Mr. Johnson also noted that Harvard Professor Lucian Bebchuk and
associates published a study in September 2004, which found that
companies with staggered boards, poison pills, supermajority
voting requirements and golden parachutes deliver less shareholder
value than those companies that do not have those measures in
place.  Standard Pacific currently employs each of these value
destroying anti-takeover measures, he said.

To contact CalPERS:

   Investment Office
   P.O. Box 2749
   Sacramento, CA 95812-2749
   Telecommunications Device for the Deaf - (916) 795-3240
   Telephone: (916) 795-2731; Fax (916) 795-2842

                    SPF Board Rejects Proposal

Standard Pacific's board of directors has recommended that
stockholders vote against CalPERS' proposal.

In a proxy statement filed with the Securities and Exchange
Commission, the company's board explained that the company has had
a classified Board since its incorporation in 1991; and the Board
believes that declassifying the Board, particularly in light of
the current challenging market conditions faced by homebuilders,
would be detrimental to the interests of the Company and its
stockholders.

The board assured stockholders that the Company is committed to
good corporate governance.  The board assured that there is no
loss of directors' accountability to stockholders through a
classified board, and that a classified board promotes stability
and continuity by ensuring that a majority of the company's
directors at any given time have prior experience as directors of
the company.

"By preventing an immediate change in control of our Board, our
classified board structure ensures that if anyone seeks to acquire
control of the Company, the Board has time to evaluate
alternatives that may provide superior value to the stockholders,
and encourages the potential acquirer to negotiate with the Board
to reach terms that are fair and in the best interests of all
stockholders," the regulatory filing said.

                      About Standard Pacific

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- operates in   
many of the largest housing markets in the country with operations
in major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage, Universal Land Title of South Florida and
SPH Title.  

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B+' from 'BB-'.  Additionally, S&P lowered its rating on the
company's senior subordinated debt to 'B-' from 'B'.  The outlook
remains negative.


SVP HOLDINGS: Moody's Gives Negative Outlook; Cuts Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service revised its rating outlook for SVP
Holdings Ltd. to negative from stable, and lowered the company's
probability of default rating to B2 from B1, to reflect concern
that the company will face a period of limited cushion in its
financial covenants due to the potential impact of softer
discretionary consumer spending on near term growth plans.  The B1
corporate family rating and Ba3 senior secured credit facilities
were affirmed.

"Our expectation is that continued soft consumer spending could
likely limit the prospects for revenue and profitability growth
over the remainder of the year and, when combined with the
contractual revision of bank covenant levels and timing of new
product launches, may leave the company with limited cushion under
its financial covenants," said Mike Zuccaro, Analyst at Moody's
Investors Service.

As a result of these risks, the PDR was downgraded to B2 from B1
to reflect the increased risk of default over the next twelve
months.

Given the company's high financial leverage (adjusted debt EBITDA
approaching 5.5 times, calculated using Moody's standard analytic
adjustments), any negative variance under operating or financial
expectations, unexpected uses of cash, or covenant violations
could trigger a downgrade of the ratings.

The affirmation of the B1 CFR reflects SVP's leading market
position in the global consumer sewing machine market, geographic
diversity, breadth of distribution and product offering.  The
rating is constrained by the company's small scale relative to
other global consumer durable manufacturers, narrow product focus,
and high financial leverage.

These ratings were lowered:

  -- SVP Holdings Ltd.

  -- Probability of Default Rating to B2 from B1

These ratings were affirmed:

  -- SVP Holdings Ltd.

  -- Corporate Family Rating at B1

  -- First lien revolving credit facility at Ba3 (LGD2, 23%)

  -- First-lien A Term Loan at Ba3 (LGD2, 23%)

  -- First-lien B Term Loan at Ba3 (LGD2, 23%)

Headquartered in Hamilton, Bermuda, SVP Holdings Ltd. is the
world's largest manufacturer, marketer and distributor of consumer
sewing machines.  Products are sold under the "Singer",
"Husqvarna", "Viking" and "Pfaff" brands in 188 countries.  The
company was formed in September 2004 to facilitate the acquisition
of Singer Sewing Company by Kohlberg & Company, and in February
2006, the company acquired VSM, which propelled the company to the
leading market position in the consumer sewing market.


THERMADYNE HOLDINGS: S&P Upgrades Corp. Rating to 'B-' From 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Thermadyne Holdings Corp. to 'B-' from 'CCC+'.  At the
same time, S&P raised the ratings on the subordinated notes to
'CCC' from 'CCC-'.
      
"This action results from the improved performance at the company
and from adequate cash and availability on its credit facility,"
said Standard & Poor's credit analyst John Sico.  S&P's previous
concerns regarding material weaknesses that had caused delays in
Thermadyne's financial reporting have moderated as the company has
taken steps to alleviate this issue.  The company is current on
its filings with the SEC.  The outlook is positive.
     
The ratings on Thermadyne reflect the company's aggressive
financial profile, weak but improving cash flow protection, and
still somewhat limited financial flexibility.  Thermadyne's
business risk profile is weak because of its participation in the
large, fragmented, intensely competitive, and cyclical global
welding-equipment industry.  Thermadyne's current operating and
financial performance reflect improving cost controls and
inventory levels, and somewhat better product-pricing.  The
company has invested heavily in working capital to fund seasonal
business needs.  It has exposure to raw-material prices--namely
for copper, brass, and steel--which has hurt its operating
performance.  Thermadyne has been addressing these issues and is
working to alleviate concerns regarding the effectiveness of
internal control over financial reporting.
     
S&P could raise the ratings one notch in the near term if the
company continues to generate free cash flow to reduce debt.  The
ratings do not incorporate any acquisitions or share repurchases.   
Conversely, S&P could revise the outlook to negative or lower the
ratings if market conditions deteriorate and Thermadyne's
performance deteriorates.  As of Dec. 31, 2007, Thermadyne still
had a material weakness in its financial disclosure controls and
procedures.  However, the company is making progress toward
resolving this weakness.


THORNBURG MORTGAGE: MatlinPatterson Gets Two Board Seats
--------------------------------------------------------
David J. Matlin and Mark R. Patterson were elected to the board
directors of Thornburg Mortgage Inc. to fill vacancies following
the resignations of Michael B. Jeffers and Owen M. Lopez on
April 22, 2008.

Messrs. Matlin and Patterson will serve as Class II directors and
they will stand for election at the annual shareholder meeting on
June 12, 2008.

Messrs. Matlin and Patterson have not been named to any committees
of the Board.

Messrs. Matlin and Patterson each own 50% of the membership
interests in MatlinPatterson LLC, an affiliate of MP TMA LLC and
MP TMA (Cayman) LLC, the lead investors in the financing
transaction that the Company completed on March 31, 2008, for the
sale of up to $1.35 billion of senior subordinated secured notes,
warrants to purchase the Company's common stock and a
participation interest in certain mortgage-related assets.  The
Company received $1.15 billion of gross proceeds in the Financing
Transaction with the remaining $200 million placed in an escrow
account, to be released to the Company upon the satisfaction of
certain conditions.

As reported in the Troubled Company Reporter on April 23, 2008,
MatlinPatterson Global Advisers LLC disclosed in a regulatory
filing with the Securities and Exchange Commission that it
exercised all 69,641,835 warrants on April 15, 2008, to acquire
69,641,835 shares of common stock of Thornburg Mortgage Inc. for
an aggregate exercise price of $696,418.35.

Thornburg on March 31, 2008, issued 168,606,548 Warrants and
escrowed another 29,322,878 Warrants.  MatlinPatterson acquired
69,641,835 of the 168,606,548 Warrants.  

Excluding exercises of any other Warrants issued on March 31,
2008, MatlinPatterson beneficially owns 28.9% of the shares of
Thornburg common stock then outstanding.  Assuming that all of the
other Warrants issued on March 31, 2008, were exercised,
MatlinPatterson would beneficially own 20.5% of the Thornburg
shares then outstanding.

About 171,530,778 Thornburg shares were outstanding as of March 6,
2008.

            Second Amendment of the Management Agreement

On April 22, 2008, Thornburg Mortgage Inc., entered into Amendment
No. 2 to the Amended and Restated Management Agreement, dated as
of July 1, 2004, as amended, between the Company and Thornburg
Mortgage Advisory Corporation, whereby the Company and the Manager
agreed to amend the Management Agreement to:

   (i) provide that all salary and other compensation matters to
       be paid by the Manager to the officers of the Company with
       the rank of Vice President and above shall be reviewed and
       approved by the Compensation Committee of the Board of
       Directors of the Company on at least an annual basis or
       upon the appointment or promotion of any officer to a
       position of the appropriate rank; and

  (ii) establish a minimum base management fee under the
       Management Agreement of $2 million per month.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family      
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 billion in total assets, $34.5 billion in total liabilities,
and $2.00 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


TRIBECA PARK: S&P Puts 'BB' Rating on $10 Million Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Tribeca Park CLO Ltd. and Tribeca Park CLO LLC's
$348.2 million floating-rate notes.     

The preliminary ratings are based on information as of April 30,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

  -- The expected commensurate level of credit support in the form
     of subordination to be provided by the notes junior to the
     respective classes and by the subordinated notes and
     overcollateralization;

  -- The cash flow structure, which was subjected to various
     stresses requested by Standard & Poor's;

  -- The portfolio manager's experience; and

  -- The transaction's legal structure, including the issuer's
     bankruptcy remoteness.
   
                  Preliminary Ratings Assigned
                      Tribeca Park CLO Ltd.
                      Tribeca Park CLO LLC
   
  Class                        Rating            Amount (million)
  -----                        ------            ----------------
  A-1                          AAA                   $285.7
  A-2                          AA                     $25.0
  B                            A                      $15.0
  C                            BBB                    $12.5
  D                            BB                     $10.0
  Subordinated notes           NR                     $33.1
   
                         NR -- Not rated.


UNION PLANTERS: Fitch Takes Rating Affirmations on Various Classes
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on Union Planters
mortgage pass-through certificates.  Affirmations total
$57.3 million.

Union Planters 1998-1

  -- $8.7 million class A4 affirmed at 'AAA';
  -- $19.2 million class A5 affirmed at 'AAA';
  -- $0.7 million class B-1 affirmed at 'AAA';
  -- $0.3 million class B-2 affirmed at 'AA';
  -- $0.3 million class B-3 affirmed at 'A+';
  -- $0.7 million class B-4 affirmed at 'BBB';
  -- $0.7 million class B-5 affirmed at 'BB';
  -- Notional balance class X1 affirmed at 'AAA';
  -- Notional balance class X2 affirmed at 'AAA'.

Union Planters 1999-1

  -- $7.8 million class A2 affirmed at 'AAA';
  -- $2.9 million class A3 affirmed at 'AAA';
  -- $4,755 class PO affirmed at 'AAA';
  -- $0.3 million class B-1 affirmed at 'AAA';
  -- $0.1 million class B-2 affirmed at 'AAA';
  -- $0.1 million class B-3 affirmed at 'AA';
  -- $0.3 million class B-4 affirmed at 'BBB+';
  -- $0.3 million class B-5 affirmed at 'BB';
  -- Notional balance class X1 affirmed at 'AAA';
  -- Notional balance class X2 affirmed at 'AAA'.

Union Planters 2000-1

  -- $14.5 million class A1 affirmed at 'AAA';
  -- $0.3 million class PO affirmed at 'AAA'.


USEC INC: Earns $4.4 Million in First Quarter Ended March 31
------------------------------------------------------------
USEC Inc. reported Tuesday financial results for its first quarter
ended March 31, 2008,

The company reported net income of $4.4 million for the quarter
ended March 31, 2008, compared to net income of $39.3 million in
the same quarter of 2007.  The results in the first quarter of
2007 benefited approximately $16.9 million from the non-cash
reversal of previously recorded accruals for taxes and interest.

The company said that financial results in the first quarter are
in line with company expectations and reflect the anticipated
decline in separative work unit (SWU) volume.  The average SWU
price billed to customers was lower than the corresponding quarter
in 2007 due to barter sales included in last year's mix of
customers, and when those are factored out, the average price is
about the same quarter over quarter.  

Offsetting these declines in SWU sales were increases in uranium
sales volume and prices billed to customers.  Expenses related to
the American Centrifuge project also declined compared to the same
quarter last year as a result of more costs being capitalized.

"As USEC investors are aware, our quarterly results reflect the
timing of the refueling of our customers' reactors and can vary
widely from quarter to quarter," said John K. Welch, USEC
president and chief executive officer.

"Last year, first quarter SWU sales volume was 56% higher than in
the year before.  This year, our first quarter SWU sales volume
was 36% lower.  Many of our customers refueled their reactors last
year, so deliveries will be down in 2008 and more heavily weighted
to the end of the year," he said.

"We have reiterated our guidance of net income in a range of
$25.0 to $45.0 million for the year.  As we previously announced,
we have ended our practice of reporting pro forma results to show
the effect of American Centrifuge development expense, but
anticipated project expense of more than $100 million this year
will clearly impact reported net income," Welch noted.

                             Revenue

Revenue for the quarter was $343.3 million, a decline of 26%
compared to revenues of $465.0 million in the same quarter of
2007.  The decline was due to a 36% drop in SWU sales volume.  

Revenue from the sale of SWU in the first quarter was
$245.1 million compared to $405.0 million in the same period last
year.  Average SWU prices billed to customers were 5% lower
quarter-over-quarter.  Revenue from the sale of uranium was
$47.2 million, nearly triple the revenue reported in the same
quarter last year.  This reflects a 47% increase in uranium volume
sold at average prices that were 103% higher than in the 2007
period.  Revenue from the company's U.S. government contracts
segment improved to $51.0 million from $44.2 million in the first
quarter last year.

At March 31, 2008, deferred revenue amounted to $209.8 million
with a deferred gross profit of $107.4 million, compared to
deferred revenue at Dec. 31, 2007, of $116.4 million with a
deferred gross profit of $58.1 million.  In a number of sales
transactions, USEC transfers title and collects cash from
customers but does not recognize the revenue until low enriched
uranium is physically delivered.

                            Cash Flow

At March 31, 2008, USEC had a cash balance of $805.3 million
reflecting the $775.0 million net proceeds the company raised in
September 2007, compared to $886.1 million at Dec. 31, 2007.  Cash
flow from operations in the first quarter was $20.7 million,
compared to cash flow from operations of $87.5 million in the same
period last year.

During the quarter, USEC repurchased $9.9 million of senior notes
due to mature in January 2009 for $9.6 million.

                       2008 Outlook Update

USEC reiterates its previous earnings and cash flow guidance for
2008, issued in February 2008.  Specifically, the company expects
total revenue in a range of $1.7 to $1.78 billion, and revenue for
SWU will account for $1.3 to $1.35 billion of that total.  The
company expects a gross profit margin in a range between 13% and
14%.  Net income is expected to be in a range of $25.0 to $45.0
million.

Cash flow used in operations is expected to be in a range of
$60.0 to $80.0 million.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$3.2 billion in total assets, $1.9 billion in total liabilities,
and $1.3 billion in total stockholders' equity.

                         About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- a global energy company, is a supplier of
enriched uranium fuel for commercial nuclear power plants.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Standard & Poor's Ratings Services assigned its 'CCC' senior
unsecured rating to USEC Inc.'s $500 million 3% convertible senior
unsecured notes due Oct. 1, 2014.  At the same time, S&P affirmed
its 'B-' corporate credit rating on the company.  The outlook is
negative.


UTSTARCOM INC: Two Executives Pay $175,000 in Settlement with SEC
-----------------------------------------------------------------
Two UTStarcom Inc. officials agreed to pay a collective civil
penalty of $175,000 to settle claims with the Securities and
Exchange Commission, Christopher Lawton of The Wall Street Journal
reports.

Hong Liang Lu, UTStarcom's chief executive, agreed to pay $100,000
while Michael Sophie, the company's former chief financial
officer, agreed to pay $75,000, in penalties, WSJ notes.  

According to WSJ, citing SEC filings, the settled action was filed
after finding that between 2000 and 2005, UTStarcom improperly
reported more than $400 million in sales under applicable
accounting principles related to revenue recognition.  

WSJ notes that SEC further discovered that the company failed to
disclose transactions related to a third party, and did not
correctly record compensation for employee stock options.

Mr. Lu and Mr. Sophie, failed to initiate adequate measures after
being notified of the flaw in the company's internal controls
early as 2003, WSJ relates.

WSJ says quoting Marc Fagel, co-acting regional director of the
SEC's San Francisco regional office: "In our view when a company
has three restatements in three years having been put on notice
for some internal control problems, they need to take it
seriously.  Much of UTStarcom's troubles came from its operations
in China and other parts of Asia and offered a warning to other
Bay Area companies to what they are doing offshore."

The company did not admit nor deny allegations of wrongdoing, and
agreed to settle the charges by consenting to a permanent
injunction against any future violations of the reporting, books-
and-records and internal control provisions of the federal
securities laws.  No monetary penalties were assessed against the
Company in conjunction with this settlement.

The settlement with the SEC does not include the investigation of
possible violations of the Foreign Corrupt Practices Act which is
ongoing with the Department of Justice.

"We are pleased to conclude this investigation with the SEC as we
have spent significant time and energy to resolve these historical
matters," Fran Barton, chief financial officer of UTStarcom,
stated.  "With these matters behind us we can now redirect our
efforts towards realizing UTStarcom's technological advantages and
growth opportunities."

                        About UTStarcom

Headquartered in Alameda, California, UTStarcom Inc. (Nasdaq:
UTSI) -- http://www.utstar.com/-- provides IP-based, end-to-end   
networking solutions and international service and support.  The
company sells its broadband, wireless, and handset solutions to
operators in both emerging and established telecommunications
markets around the world.  UTStarcom enables its customers to
rapidly deploy revenue- generating access services using their
existing infrastructure, while providing a migration path to cost-
efficient, end-to-end IP networks.  Founded in 1991, the company
has research and design operations in the United States, China,
Korea and India.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 31, 2008,
PricewaterhouseCoopers LLP said on Feb. 29, 2008, that UTStarcom
Inc. suffered recurring net losses, negative cash flows from
operations and has significant debt obligations due on March 1,
2008.  These conditions raise substantial doubt about the
company's ability to continue as a going concern.


WAVE SYSTEMS: Gets Nasdaq Market Notice on Listing Non-Compliance
-----------------------------------------------------------------
Wave Systems Corp. received a notice from the Listing
Qualifications division of The Nasdaq Stock Market indicating that
the company's common stock is subject to potential delisting from
The Nasdaq Global Market because the market value of the company's
common stock was below $50 million for 10 consecutive business
days and did not meet the requirement set forth in Nasdaq
Marketplace Rule 4450(b)(1)(A).  The notice further stated that
the company is not in compliance with an alternative test, Nasdaq
Marketplace Rule 4450(b)(1)(B), which requires total assets and
total revenue of $50 million each for the most recently completed
fiscal year or two of the last three most recently completed
fiscal years.

In accordance with Nasdaq Marketplace Rule 4450(e)(4), Wave will
be provided until May 29, 2008, to regain compliance with the
Rule.  If at anytime before May 29, 2008, the market value of
Wave's common stock is $50 million or more for a minimum of 10
consecutive business days, or such longer period of time as the
Nasdaq staff may require in some circumstances, the company will
achieve compliance with the Rule.

If Wave has not regained compliance with the Rule by May 29, 2008,
the Nasdaq staff will issue a letter notifying the company that
its common stock will be delisted.  At that time, the company may
appeal the determination to delist its common stock to a Listings
Qualifications Panel.  Alternatively, if the company cannot meet
the requirements for continued listing on The Nasdaq Global
Market, it may apply to transfer to The Nasdaq Capital Market.

Wave Systems plans to exercise diligent efforts to maintain the
listing of its common stock on The Nasdaq Global Market, but there
is no assurance that it will be successful in doing so.  If the
company does not resolve the listing deficiency, the company may
apply for listing on The Nasdaq Capital Market.

                        About Wave Systems

Wave Systems Corp. (NasdaqGM: WAVE) --  http://www.wave.com/--   
provides client and server software for hardware-based digital
security, enabling organizations to know who is connecting to
their critical IT infrastructure, protect corporate data, and
strengthen the boundaries of their networks.  Wave's core products
are based around the Trusted Platform Module, the industry-
standard hardware security chip that is included as standard
equipment on most enterprise-class PCs shipping today.  A TPM is a
highly secure cryptographic support system.  It generates, stores
and processes keys, which can be used to encrypt information and
harden identities.  It provides a broad range of security
features, but because the TPM works independently of the operating
system, it can serve as a "root of trust," verifying the integrity
of the machine and user.

                           *     *     *

As reported in the Troubled company Reporter on March 28, 2008,
KPMG LLP raised substantial doubt about the ability of Wave
Systems Corp. to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.    
The auditor pointed to the company's recurring losses from
operations and accumulated deficit.


WESTERN REFINING: Weak Measures Prompts S&P's Rating Cut to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on El Paso, Texas-based refining and marketing company
Western Refining Inc. to 'B+' from 'BB-'.  At the same time, S&P
lowered the rating on Western's senior secured facility to 'BB-'
from 'BB'.  The recovery rating on this facility remains at '2',
reflecting S&P's expectation for substantial (70% to 90%) recovery
in the even of default.  All ratings remain on CreditWatch with
negative implications, where they were placed March 13, 2008,
based on S&P's concerns about the company's ability to meet its
debt covenants and the potential impact on its liquidity.  As of
Dec. 31, 2008, Western's total long-term debt outstanding was
$1.6 billion.
     
"The downgrade reflects our expectation of very weak financial
measures and an inability to meet debt reduction targets over the
next 12 months," said Standard & Poor's credit analyst Paul
Harvey.  "Although refining margins have modestly improved since
the start of the year, S&P expects margins to remain weak and
vulnerable to rising crude prices."
     
Given S&P's expectations for reduced cash flows, 2008 capital
expenditures of $197 million, and annual interest expense of about
$80 million, S&P believes Western's leverage could significantly
increase.  Because of weak margins and required spending, debt
repayment seems unlikely.
     
Western is currently evaluating potential alternatives to resolve
any potential violations of its financial covenants.  If
unresolved, a covenant violation could impair liquidity from its
credit facility and potentially from trade credit as well, which
would result in a multinotch downgrade to Western's ratings.  S&P
will resolve the CreditWatch when Western has put a remedy in
place for the expected covenant violations and can articulate a
plan to avoid further liquidity concerns if weak margins continue.


WHITNEY LANE: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Whitney Lane Holdings, LLC
        5 Pond Road
        Great Neck, NY 11024

Bankruptcy Case No.: 08-72076

Chapter 11 Petition Date: April 25, 2008

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Anthony C. Acampora, Esq.
                  Silverman Perlstein Acampora
                  100 Jericho Quadrangle, Ste. 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301
                  Email: efilings@spallp.com
                  http://www.spallp.com/

Total Assets: $1 million to $10 million

Total Debts:  $1 million to $10 million

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Grennan Project Services       $17,067
6 Mountain Way
Clifton Park, NY 12065

Nessenoff & Mittenberg, LLP    $8,980
363 7th Ave.
New York, NY 1001

National Grid                  $5,463
300 Erie Blvd. W.
Syracuse, NY 13202-8301

Hoffman & Riley Architects     $3,060

THG Management Co.             $2,340

Professional Fire Protection   $1,004

Segel, Goldman et al           $895

CPSS Electric                  $850

Roland J. Down Service Ex      $924

National Grid                  $658

Protection One                 $604

C.O. Contracting               $107

Tech Valley Communications     $53

Clifton Park Water Authority   $33


ZIFF DAVIS: Judge Approves Disclosure Statement on Ch. 11 Plan
--------------------------------------------------------------
Judge Burton Lifland has approved the disclosure statement
outlining the Joint Plan of Reorganization of Ziff Davis Media
Inc. and its debtor-affiliates, Bloomberg News reports.  The U.S.
Bankruptcy Court for the Southern District of New York held a
hearing on the adequacy of the information contained in the
Disclosure Statement on April 29.

As reported by the Troubled Company Reporter on May 1, the Debtors
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.

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

The First Amended Joint Plan of Reorganization, the Second
Amended Disclosure Statement provided for some changes to
treatment of unsecured creditors.  One of the amendments is the
scrapping of a provision that would have distributed new shares
to unsecured noteholders only if they voted in favor of the Plan.

                       Disclosure Objections

The Official Committee of Unsecured Creditors and Deutsche Bank
Trust Companies tried to block the Court's approval of the
Disclosure Statement on the ground that the Disclosure Statement
does not contain "adequate information."

A. Creditors Committee

Michael J. Sage, Esq., at O'Melveny & Myers LLP, in New York,
noted that the Debtors' financial projections provide that the
Debtors are on the road to rapid recovery and, as a consequence,
the Committee believes that the Debtors are potentially
undervalued.

"To be sure, the Debtors have endured tremendous upheaval over
the past several years stemming from poorly planned acquisitions
and the failure to adapt to a changing marketplace," Mr. Sage
says.  He  pointed out the Debtors now project their EBITDA
before restructuring expenses to go from negative $3,618,000 in
the first half of 2008 to positive $7,641,000 in the second half
of the year and $13,799,000 in 2010.

"The Debtors' expected recovery serves to support the position of
the Creditors' Committee that the Debtors' have inherent
enterprise value that the Debtors -- in conjunction with the Ad
Hoc Senior Secured Note Holder Group -- have previously refused
to recognize in their rush into and out of bankruptcy," Mr. Sage
tells the Court.

Before the Petition Date, the Ad Hoc Senior Secured Note Holder
Group threatened to withhold cash necessary to support the
Debtors' businesses and ultimately obtained, through the signing
of the Plan Support Agreement and Term Sheet, a favorable
recovery for itself, as well as de facto control over the Chapter
11 Cases and the plan process.

The Committee complained that the Senior Secured Note Holders
under the proposed Original Plan are slated to receive, among
other things 88.8% of the Debtors' new common stock, plus cash, a
secured notes and de facto control over many aspects of
administration and implementation and the Plan.

Mr. Sage said that the Debtors and the Ad Hoc Group appear to
"steamroll" the Chapter 11 cases through bankruptcy irrespective
of the obligation of the Creditors Committee to examine the
financial condition of the Debtors.  He cited the adjustment of
the confirmation hearing date to June 11, from June 25, which
would cut short the Committee's discovery on the Debtors'
financial condition.

Section 1125 of the Bankruptcy Code requires the Debtors to
supply adequate information in the Disclosure Statement.  "Yet,
as drafted, the Disclosure Statement is missing critical
information regarding the value of New Ziff Davis Holdings Common
Stock, a major component of the Debtors' treatment for holders of
Class 4 and Class 5 claims under the proposed Plan," Mr. Sage
pointed out.  "Without this information, and in light of the
Debtors' rapid move toward confirmation, unsecured creditors
cannot determine if the proposed treatment is adequate and
appropriate."

Mr. Sage also contended that the Disclosure Statement prevents
the Creditors Committee from advising its constituency regarding
other significant issues that have not been disclosed
appropriately, including the:

   (i) reasonableness of the Debtors' financial projections in
       light of the Debtors' projected turnaround;

  (ii) lack of support for the broad third-party releases and
       exculpation provision in the absence of a global
       resolution to these Chapter 11 Cases by the parties in
       interest;

(iii) failure to identify the Reorganized Debtors' board of
       directors;

  (iv) absence of analyses regarding actual or potential
       litigation claims; and

   (v) absence of the Plan Support Agreement and other critical
       documentation.

Mr. Sage argued that with the projected turnaround of the Debtors
less than a year away, it is patently unfair not to disclose an
estimated range of values for the New Common Stock in order to
provide an estimated recovery.

"In the absence of disclosure, the Bondholders -- who account for
over $185 million of claims -- will not be able to determine if
the proposed treatment of 11.2% of New Common Stock is adequate
and appropriate given the new realities in the case," Mr. Sage
notes.  "It also prevents the Creditors' Committee from
determining if the Senior Secured Note Holders will receive an
inappropriate recovery in excess of the allowed claims."

With regards to the Debtors' exit financing, Mr. Sage noted that
the Debtors fail to provide sufficient detail on what that
financing might look like and its effect on the proposed creditor
recoveries, like the Reorganized Debtors' ability to service any
similar financing.

The Creditors Committee's objection appears to have been resolved
prior to the April 29 hearing.  The Second Amended Disclosure
Statement and First Amended Plan provides that the Creditors
Committee is supporting the Plan and the Disclosure Statement.

B. Deutsche Bank

Deutsche Bank Trust Company Americas, as indenture trustee,
submitted that the First Amended Disclosure Statement fails to
provide adequate information regarding the way in which the
Debtors propose to address certain provisions of two indentures
dated July 21, 2000 and August 12, 2002.

Ben M. Krowicki, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, related that the Disclosure Statement and Plan
contemplate the issuance of stock and warrants to the holders of
12% Senior Subordinated Notes due 2010 and Senior Subordinated
Compounding Notes due 2009 on account of the claims.  However,
Mr. Krowicki argued that the Debtors fail to provide information
regarding items which are necessary to address in light of their
proposed treatment of the claims under the Notes.  The items are:

   -- the establishment of a record date for the closing of books
      for transfer;

   -- payment of DBTCA's fees and expenses as an administrative
      claim;

   -- appropriate statements regarding DBTCA's charging liens
      under each of the operative Indentures with regard to
      payment of its fees and expenses;

   -- surrender or cancellation of the Notes and Indentures, as
      appropriate; and

   -- discharge of DBTCA as indenture trustee under the
      Indentures.

Mr. Krowicki informed the Court that DBTCA's counsel has already
contacted the Debtors' counsel in an effort to resolve the
disputed issues.

DBTCA is a member of the Creditors Committee.  The Second Amended
Disclosure Statement provides that members of the Creditors
Committee will support the Plan.

                          *     *     *

The Court has not yet issued a written order approving the
Disclosure Statement.

                     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 US$144,224,155 and total debts of
US$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.

(Ziff Davis Bankruptcy News, Issue No. 10, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstandor 215/945-7000)


ZIFF DAVIS: Court Approves Voting Protocol & Timeline
-----------------------------------------------------
Bloomberg News reports the U.S. Bankruptcy Court for the Southern
District of New York has approved the latest version of the
disclosure statement to the Joint Amended Plan of
Reorganization of Ziff Davis Media Inc. and its debtor-affiliates.  
The Plan is now being supported by senior noteholders and the
Official Committee of Unsecured Creditors.

The Second Amended Disclosure Statement provides for this
schedule in connection with the solicitation of votes and
proposed confirmation of the Plan:

   April 29, 2008: Voting Record Date
   May 6, 2008:    Date of service of Solicitation Packages
   May 6, 2008:    Publication of Confirmation Hearing Notice
   May 21, 2008:   Deadline for Rule 3018 Motions
   June 2, 2008:   Plan Voting Deadline
   June 4, 2008:   Plan Confirmation Objection Deadline
   June 6, 2008:   Filing of Ballot Tabulation & Plan Supplement
   June 9, 2008:   Deadline for Debtors' reply to Plan objections
   June 11, 2008:  Confirmation Hearing

                     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 US$144,224,155 and total debts of
US$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.

(Ziff Davis Bankruptcy News, Issue No. 10, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstandor 215/945-7000)


* Fitch Reports Warning Signs Amid Stable Credit Card ABS Biz
-------------------------------------------------------------
Performance on U.S. credit card ABS remains well within long-term
historical trends and continues to resist the rapid deterioration
seen in certain mortgage-backed securities, however credit card
delinquencies and chargeoffs are rising.  At the same time
consumers are building up their credit card balances, according to
Fitch Ratings in the latest edition of 'Credit Card Movers &
Shakers'.

Revolving consumer credit, which is predominantly composed of
credit card receivables, grew over 7.5% in 2007 and now stands at
almost $952 billion according to the Federal Reserve.  Credit card
balances have been building as other sources of funding, such as
home equity lines of credit and cash out mortgage refinancing,
have become less readily available.  This comes as consumer
confidence has weakened and unemployment has been rising in recent
months.

"Despite these negative macroeconomic trends, credit card
delinquencies and chargeoffs have just recently returned to their
long-term averages following a two-year period of exceptionally
strong performance in the wake of the implementation of new
bankruptcy legislation in 2005", said Senior Director Cynthia
Ullrich.  In addition, excess spread has remained near historical
highs.  Fitch continues to expect that credit card ABS will
perform within expectations, with limited ratings volatility
anticipated, due to the significant credit enhancement and
structural protections incorporated into these transactions.


* Moody's Says Airline Merger Is Challenging Despite Good Factors
-----------------------------------------------------------------
The recently announced merger between Delta Air Lines, Inc, and
Northwest Airlines Corp. is the first combination between two
legacy airlines which have large, complex route networks and
substantial union workforces, says Moody's Investors Service.  A
new report by the rating agency explores the factors driving the
renewed interest in US airline mergers, as well as Moody's views
on the potential and risks associated with airline combinations.

"Airline consolidation has proven to be challenging even under
favorable economic conditions," says Moody's VP/Senior Analyst
George Godlin.  "There are significant complexities inherent in
combining route networks, aircraft fleets, workforce cultures and
reservations systems technology."

In the face of a weakening economic environment, sustained high
fuel prices, and continued consumer resistance to fare increases
that would otherwise allow the airlines to recover some of their
incremental costs, even the major network airlines are forecasting
losses for 2008, says Moody's.

"This is despite dramatic cost cutting during recent bankruptcies
and several years of above-average profit growth," adds Godlin.

While consolidation holds the potential for benefits like a more
broadly recognizable brand, additional pricing power and a larger
combined route network - all of which can be helpful in
maintaining competitiveness as "Open Skies" agreements are
implemented- Moody's considers consolidation among US airlines to
represent an event risk that could adversely affect ratings in the
near-term.

"Airline consolidation has proven to be challenging even under
favorable economic conditions," says Godlin.  "The implications
for any specific airline's ratings will be determined by the
circumstances surrounding any transactions that emerge."

The biggest challenges to achieving the benefits of consolidation
include labor relations, competition, operational problems and
fleet mix, says Moody's.  In addition, liquidity which
traditionally airlines have used to acquire new aircraft and/or
provide a cushion as they move through seasonal and business
cycles, has in many cases declined.

However, mergers may be more necessary for survival in a downturn
than in an up-cycle, because of the material operating pressures
facing airlines due to high fuel and weakening passenger traffic
that impairs airlines' ability to realize adequate yields on
ticket prices, says Moody's.  These factors are likely to increase
the timeframe over which cost and revenue synergies are attained.


* S&P Downgrades Ratings on 75 Tranches From 12 CDO Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 75
tranches from 12 U.S. trust preferred collateralized debt
obligation transactions collateralized in part by debt issued by
mortgage real estate investment trusts and homebuilders.  Of the
lowered ratings, S&P removed 66 from CreditWatch negative.  At the
same time, S&P placed its ratings on 11 tranches from two trust
preferred CDOs on CreditWatch negative.  In addition, S&P affirmed
its ratings on 21 tranches from six trust preferred CDO
transactions and removed them from CreditWatch negative.  The 75
downgraded CDO tranches represent an issuance amount of
$2.035 billion, and the 11 tranches with ratings placed on
CreditWatch negative represent an issuance amount of
$130.5 million.
     
The CDO downgrades and CreditWatch placements primarily reflect
the weakening credit quality of the mortgage REIT and homebuilder
assets held within these CDO collateral pools.  Because of recent
conditions in the mortgage market, homebuilders, as well as
mortgage originators and purchasers (including REITs), have faced
challenges in obtaining Fndg to finance their ongoing operations.
     
Standard & Poor's currently rates 94 outstanding U.S. trust
preferred CDO transactions, including transactions collateralized
in large part by:

  -- Bank trust preferred securities issued by small to midsize    
     bank-holding companies (72 U.S. CDO transactions);

  -- Insurance trust preferred securities issued by small to mid-
     size insurance companies (eight U.S. CDO transactions); and

  -- REIT trust preferred securities issued by equity or mortgage
     REITs (14 U.S. CDO transactions).
     
The downgrades and CreditWatch placements affect 13 REIT trust
preferred CDO transactions and one bank trust preferred CDO
transaction with some exposure to the aforementioned assets
underlying its collateral pool.  

      Ratings Lowered and Removed From CreditWatch Negative

                                           Rating
                                           ------
   Transaction             Class      To             From
   -----------             -----      --             ----
Attentus CDO I Ltd.        B          A+            AA/Watch Neg
Attentus CDO I Ltd.        C1         BBB+          AA-/Watch Neg  
Attentus CDO I Ltd.        C2A        B             BBB-/Watch Neg  
Attentus CDO I Ltd.        C2B        B             BBB-/Watch Neg
Attentus CDO I Ltd.        D          CCC           BB/Watch Neg
Attentus CDO I Ltd.        E          CCC-          B-/Watch Neg
Attentus CDO II Ltd.       A-3A       AA            AAA/Watch Neg  
Attentus CDO II Ltd.       A-3B       AA            AAA/Watch Neg  
Attentus CDO II Ltd.       B          A+            AA/Watch Neg
Attentus CDO II Ltd.       C          BBB-          A-/Watch Neg
Attentus CDO II Ltd.       D          BB-           BBB-/Watch Neg    
Attentus CDO II Ltd.       E-1        CCC           BB-/Watch Neg  
Attentus CDO II Ltd.       E-2        CCC           BB-/Watch Neg  
Attentus CDO II Ltd.       F-1        CCC-          CCC+/Watch Neg  
Attentus CDO II Ltd.       F-2        CCC-          CCC+/Watch Neg
Attentus CDO III Ltd.      D          BBB+          A-/Watch Neg
Attentus CDO III Ltd.      E-1        BB+           BBB-/Watch Neg  
Attentus CDO III Ltd.      E-2        BB+           BBB-/Watch Neg   
Attentus CDO III Ltd.      F          CCC           B+/Watch Neg    
TABERNA Preferred
Fndg II Ltd.               A-2        AA            AAA/Watch Neg  
TABERNA Preferred
Fndg II Ltd.               B          A+            AA/Watch Neg
TABERNA Preferred
Fndg II Ltd.               C-1        BB+           A/Watch Neg  
TABERNA Preferred
Fndg II Ltd.               C-2        BB+           A/Watch Neg  
TABERNA Preferred
Fndg II Ltd.               C-3        BB+           A/Watch Neg  
TABERNA Preferred
Fndg II Ltd.               D          B+            BBB+/Watch Neg  
TABERNA Preferred
Fndg II Ltd.               E-1        CCC           BB+/Watch Neg  
TABERNA Preferred
Fndg II Ltd.               E-2        CCC           BB+/Watch Neg  
TABERNA Preferred
Fndg II Ltd.               F          CCC-          B-/Watch Neg
TABERNA Preferred
Fndg II Ltd.               I Comb     CCC           BBB-/Watch Neg
TABERNA Preferred
Fndg II Ltd.               II Comb    BB+           A-/Watch Neg
TABERNA Preferred
Fndg III Ltd.              B-1        AA-           AA/Watch Neg
TABERNA Preferred
Fndg III Ltd.              B-2        AA-           AA/Watch Neg
TABERNA Preferred
Fndg III Ltd.              C-1        BB+           A-/Watch Neg
TABERNA Preferred
Fndg III Ltd.              C-2        BB+           A-/Watch Neg
TABERNA Preferred
Fndg III Ltd.              D          CCC+          BBB-/Watch Neg  
TABERNA Preferred
Fndg III Ltd.              E          CCC-          B+/Watch Neg
TABERNA Preferred
Fndg IV Ltd.               C-1        BB+           BBB+/Watch Neg   
TABERNA Preferred
Fndg IV Ltd.               C-2        BB+           BBB+/Watch Neg   
TABERNA Preferred
Fndg IV Ltd.               C-3        BB+           BBB+/Watch Neg
TABERNA Preferred
Fndg IV Ltd.               D-1        CCC+          BB+/Watch Neg  
TABERNA Preferred
Fndg IV Ltd.               D-2        CCC+          BB+/Watch Neg  
TABERNA Preferred
Fndg IV Ltd.               E          CCC-          B/Watch Neg  
Taberna Preferred
Fndg V Ltd.                A-3FV      B+            BBB/Watch Neg  
Taberna Preferred
Fndg V Ltd.                A-3FX      B+            BBB/Watch Neg  
Taberna Preferred
Fndg V Ltd.                A-3L       B+            BBB/Watch Neg  
Taberna Preferred
Fndg V Ltd.                B-1L       CCC-          B/Watch Neg  
Taberna Preferred
Fndg V Ltd.                B-2FX      CC            CCC-/Watch Neg   
Taberna Preferred
Fndg V Ltd.                B-2L       CC            CCC-/Watch Neg  
Taberna Preferred
Fndg VI Ltd.               B          AA            AA+/Watch Neg  
Taberna Preferred
Fndg VI Ltd.               C          A             AA/Watch Neg
Taberna Preferred
Fndg VI Ltd.               Comb Notes CCC-          BBB-/Watch Neg   
Taberna Preferred
Fndg VI Ltd.               D-1        BB            A-/Watch Neg
Taberna Preferred
Fndg VI Ltd.               D-2        BB            A-/Watch Neg
Taberna Preferred
Fndg VI Ltd.               E-1        CCC           BBB-/Watch Neg    
Taberna Preferred
Fndg VI Ltd.               E-2        CCC           BBB-/Watch Neg   
Taberna Preferred
Fndg VI Ltd.               F-1        CCC-          B/Watch Neg  
Taberna Preferred
Fndg VI Ltd.               F-2        CCC-          B/Watch Neg  
TABERNA Preferred
Fndg VII Ltd.              A-2LA      AA            AA+/Watch Neg  
TABERNA Preferred
Fndg VII Ltd.              A-3L       BBB+          A/Watch Neg  
TABERNA Preferred
Fndg VII Ltd.              B-1L       BB            BBB/Watch Neg  
TABERNA Preferred
Fndg VII Ltd.              B-2L       CCC           BB/Watch Neg
TABERNA Preferred
Fndg VII Ltd.              C-1        BB            BBB/Watch Neg  
TABERNA Preferred
Fndg VIII Ltd.             D          BBB+          A-/Watch Neg
TABERNA Preferred
Fndg VIII Ltd.             E          BBB-          BBB/Watch Neg  
TABERNA Preferred
Fndg VIII Ltd.             F          B+            BB/Watch Neg
Trapeza CDO X Ltd.         B          A+            AA/Watch Neg

                          Ratings Lowered

                                                Rating
                                                ------
   Transaction                  Class      To             From
   -----------                  -----      --             ----
TABERNA Preferred Fndg I Ltd.    C-1        BBB+           A            
TABERNA Preferred Fndg I Ltd.    C-2        BBB+           A            
TABERNA Preferred Fndg I Ltd.    C-3        BBB+           A            
TABERNA Preferred Fndg I Ltd.    D          BBB-           BBB+         
TABERNA Preferred Fndg I Ltd.    E          BB+            BBB          
TABERNA Preferred Fndg I Ltd.    Series I   BBB+           A            
TABERNA Preferred Fndg I Ltd.    Series II  BBB+           A            
TABERNA Preferred Fndg I Ltd.    Series III BB+            BBB          
TABERNA Preferred Fndg I Ltd.    Series IV  BBB-           A-     

               Ratings Placed on CreditWatch Negative

                                                   Rating
                                                   ------
   Transaction                     Class      To             From
   -----------                     -----      --             ----
Kodiak CDO I Ltd.                  D-1        AA-/Watch Neg
AA-          
Kodiak CDO I Ltd.                  D-2        AA-/Watch Neg
AA-          
Kodiak CDO I Ltd.                  D-3        AA-/Watch Neg
AA-          
Kodiak CDO I Ltd.                  E-1        A-/Watch Neg
A-           
Kodiak CDO I Ltd.                  E-2        A-/Watch Neg
A-           
Kodiak CDO I Ltd.                  F          BBB/Watch Neg
BBB          
Kodiak CDO I Ltd.                  G          B+/Watch Neg   B
+           
Kodiak CDO I Ltd.                  H          CCC/Watch Neg
CCC          
Kodiak CDO II Ltd.                 D          A/Watch Neg
A            
Kodiak CDO II Ltd.                 E          BBB/Watch Neg
BBB          
Kodiak CDO II Ltd.                 F          BB/Watch Neg
BB           

       Ratings Affirmed and Removed From CreditWatch Negative

                                            Rating
                                            ------
   Transaction             Class      To             From
   -----------             -----      --             ----
TABERNA Preferred
Fndg II Ltd.               A-1A       AAA            AAA/Watch Neg  
TABERNA Preferred
Fndg II Ltd.               A-1B       AAA            AAA/Watch Neg  
TABERNA Preferred
Fndg II Ltd.               A-1C       AAA            AAA/Watch Neg  
TABERNA Preferred
Fndg II Ltd.               III Comb   A+             A+/Watch Neg
TABERNA Preferred
Fndg III Ltd.              A-1A       AAA            AAA/Watch Neg  
TABERNA Preferred
Fndg III Ltd.              A-1B       AAA            AAA/Watch Neg  
TABERNA Preferred
Fndg III Ltd.              A-1C       AAA            AAA/Watch Neg  
TABERNA Preferred
Fndg III Ltd.              A-2A       AAA            AAA/Watch Neg  
TABERNA Preferred
Fndg III Ltd.              A-2B       AAA            AAA/Watch Neg  
TABERNA Preferred
Fndg IV Ltd.               A-1        AAA            AAA/Watch Neg  
TABERNA Preferred
Fndg IV Ltd.               A-2        AAA            AAA/Watch Neg  
TABERNA Preferred
Fndg IV Ltd.               A-3        AAA            AAA/Watch Neg  
TABERNA Preferred
Fndg IV Ltd.               B-1        AA             AA/Watch Neg
TABERNA Preferred
Fndg IV Ltd.               B-2        AA             AA/Watch Neg
Taberna Preferred
Fndg V Ltd.                A-1LB      AAA            AAA/Watch Neg  
Taberna Preferred
Fndg V Ltd.                A-2L       AA             AA/Watch Neg
Taberna Preferred
Fndg VI Ltd.               A-1A       AAA            AAA/Watch Neg  
Taberna Preferred
Fndg VI Ltd.               A-1B       AAA            AAA/Watch Neg  
Taberna Preferred
Fndg VI Ltd.               A-2        AAA            AAA/Watch Neg  
TABERNA Preferred
Fndg VII Ltd.              A-2LB      AA             AA/Watch Neg
TABERNA Preferred
Fndg VII Ltd.              C-2        A              A/Watch Neg  

                     Other Outstanding Ratings

       Transaction                          Class      Rating
       -----------                          -----      ------
       Attentus CDO I Ltd.                  A1
AAA                         
       Attentus CDO I Ltd.                  A2
AAA                         
       Attentus CDO II Ltd.                 A-1
AAA                         
       Attentus CDO II Ltd.                 A-2
AAA                         
       Attentus CDO III Ltd.                A-1A
AAA                         
       Attentus CDO III Ltd.                A-1B
AAA                         
       Attentus CDO III Ltd.                A-2
AAA                         
       Attentus CDO III Ltd.                B
AA                          
       Attentus CDO III Ltd.                C-1
A                           
       Attentus CDO III Ltd.                C-2
A                           
       Kodiak CDO I Ltd.                    A-1
AAA                         
       Kodiak CDO I Ltd.                    A-2
AAA                         
       Kodiak CDO I Ltd.                    B
AA                          
       Kodiak CDO I Ltd.                    C
AA                          
       Kodiak CDO II Ltd.                   A-1
AAA                         
       Kodiak CDO II Ltd.                   A-2
AAA                         
       Kodiak CDO II Ltd.                   A-3
AAA                         
       Kodiak CDO II Ltd.                   B-1        AA
+                         
       Kodiak CDO II Ltd.                   B-2        AA
+                         
       Kodiak CDO II Ltd.                   C-1
AA-                         
       Kodiak CDO II Ltd.                   C-2
AA-                         
       TABERNA Preferred Fndg I Ltd.        A-1A
AAA                         
       TABERNA Preferred Fndg I Ltd.        A-1B
AAA                         
       TABERNA Preferred Fndg I Ltd.        A-2
AAA                         
       TABERNA Preferred Fndg I Ltd.        B-1
AA                          
       TABERNA Preferred Fndg I Ltd.        B-2
AA                          
       TABERNA Preferred Fndg I Ltd.        Series V
AAA                         
       TABERNA Preferred Fndg I Ltd.        Series VI
AAA                         
       TABERNA Preferred Fndg II Ltd.       P-1 Comb S
AAA                         
       TABERNA Preferred Fndg II Ltd.       P-2 Comb S
AAA                         
       TABERNA Preferred Fndg II Ltd.       P-3 Comb S
AAA                         
       Taberna Preferred Fndg V Ltd.        A-1LA
AAA                         
       Taberna Preferred Fndg V Ltd.        A-1LAD
AAA                         
       TABERNA Preferred Fndg VII Ltd.      A-1LA
AAA                         
       TABERNA Preferred Fndg VII Ltd.      A-1LB
AAA                         
       TABERNA Preferred Fndg VIII Ltd.     A-1A
AAA                         
       TABERNA Preferred Fndg VIII Ltd.     A-1B
AAA                         
       TABERNA Preferred Fndg VIII Ltd.     A-2
AAA                         
       TABERNA Preferred Fndg VIII Ltd.     B
AA                          
       TABERNA Preferred Fndg VIII Ltd.     C
A                           
       Trapeza CDO X Ltd.                   A-1
AAA                         
       Trapeza CDO X Ltd.                   A-2        AAA


* Gersten Savage Will Hold Small-cap Seminar in Calgary on May 8
----------------------------------------------------------------
New York law firm Gersten Savage LLP will hold a conference in
Calgary designed to provide small, mid-sized and micro-cap
companies with critical information on recent regulatory changes
and on how to raise capital in the current credit climate.
    
"Recent Developments in Regulation and Access to Capital Markets:
A Guide for Small Companies" is scheduled for Thursday, May 8,
8:30 to 11 a.m., at the Westin Hotel, 320 4th Avenue SW, Calgary.    
The conference is part of the Gersten Savage Small-Cap Series.
    
Featured speakers will include partners Arthur Marcus and David
Danovitch, and attorneys Kristin Angelino and Jaclyn Amsel from
Gersten Savage; and Carl Dilley, managing director and president,
Island Stock Transfer and Spartan Securities.
    
In the past year, the U.S. Securities and Exchange Commission has
enacted significant rule changes to streamline reporting and
disclosure requirements for small companies and to improve their
access to capital markets.  At the same time, transfer agents have
stepped up scrutiny of Patriot Act compliance, which has a larger
impact on smaller companies.  Against this regulatory backdrop,
volatile debt and equity markets and the tightened credit climate
have made capital-raising problematic, even for public companies.
    
The conference will review the major regulatory developments,
explain how they apply to small-cap companies, and discuss how
companies can benefit from and comply with the new rules.    
Participants also will gain insight from a broker-dealer that
specializes in assisting companies to go public and raise capital,
and from an investor in the small, microcap space.
    
"All indications are that 2008 is going to be a challenging year
for small- and micro-cap companies," David Danovitch, Gersten
Savage partner, said.  "We believe that the next twelve months
will prove especially crucial for small, micro-cap companies to
weather today's challenges and prepare for those on the horizon."
    
One of New York's top five independent law firms, Gersten Savage
specializes in securities regulation, corporate law and finance.    
The firm advises small- and mid-cap companies.

For conference registration information, contact Kathleen Vera at
Gersten Savage, 212-752-9700, kvera@gerstensavage.com.

                    About Gersten Savage LLP

Headquartered in New York, New York, Gersten Savage LLP --
http://www.gskny.com/-- founded in 1977, is a full-service firm,  
Gersten Savage's practice groups cover corporate, finance, tax,
litigation, bankruptcy, real estate, and intellectual property in
the United States and throughout the world.  The firm has about 50
employees.  Gersten Savage represents issuers and broker dealers
on matters ranging from private placements, public underwritings,
regulatory compliance, and merger and acquisitions.  The firm also
represents principals in the establishment of hedge funds and off-
shore financing entities.  In addition, the firm represents start-
up companies, established public and private enterprises, domestic
and offshore investment partnerships, and registered investment
advisors.

Its international and tax planning division is able to
provide a full range of legal services to its clients is enhanced
by intellectual property, bankruptcy and real estate expertise.
The firm's clients span a broad range of industries, including
investment banking, e-commerce, consumer products, insurance,
health-care, manufacturing, importing, mining, oil and gas,
distribution, and retailing.


* BOOK REVIEW: Dangerous Pursuits - Mergers and Acquisitions in
                     the Age of Wall Street
---------------------------------------------------------------
Authors: Walter Adams and James W. Brock
Publisher: Beard Books
Softcover: 222 pages
List Price: $34.95

http://www.amazon.com/exec/obidos/ASIN/1587981890/internetbankrupt

First published in 1989, Dangerous Pursuits - Mergers and
Acquisitions in the Age of Wall Street analyzes central concerns
raised by the flurry of mergers, acquisitions, takeovers, and
buyouts as the twentieth century drew to a close.  This was a
period of great economic vitality that challenged conventional
theories and practices.  Economists battled over the best way
forward.  It was a period of time when "coalition capitalism" was
offered as an alternative to "cowboy capitalism" - that is, the
belief in economic laissezfaire.  As set forth by the authors,
"Coalition capitalism, grounded in 'industrial policy,' is
the neoliberal Left's riposte to the cowboy capitalism of the
Right."  Coalition capitalism takes the approach that "planning
can be used to improve [a country's] market performance."

The authors strive to present a balanced portrayal of the
engineers of this economic growth - those individuals behind the
mergers and acquisitions.  To some, they were "predators,
piranhas, greenmailers."  Others, however, see T. Boone Pickens,
Carl Icahn, Ivan Boesky, and others as "necessary catalysts for
shaking up stodgy managements and for restoring giant corporations
to their owners, the shareholders."  Even the term "greed" is
subject to debate.  As a motivation for mergers, "greed is good"
-- as notably voiced by the character Gordon Gekko in the movie
Wall Street -- was an opinion apparently shared by Ivan Boesky,
who told a college graduating class that "greed is all right." On
the other hand, Henry Kravis, a top Wall Street leveraged-buyout
strategist is quoted as saying, "Greed really turns me off."

In discussing the many opinions regarding mergers and
acquisitions, Dangerous Pursuits gives the reader a complete
picture of a time when the American economy, workplace, and
society were transformed.  But the authors make no secret that
they are concerned that mergers are weakening American business
and society.  Their position is substantiated in chapters on the
effects of mergers from a macro and micro perspective.  In a
chapter entitled "The Macro Record," Adams and Brock step back
from viewing mergers in terms of the parochial interest of the
players and look at the "merger game" through the lens of the
national interest.  Shorn of media hype, the authors find that the
"merger game" undermines advances in productivity, obstructs
technological development, and weakens competitiveness.  What the
"game" does do is earn outsized, quick profits for the
specialists, lawyers, financiers, and bankers who engage in it.  
In the chapter "The Micro Record," the authors look at how mergers
have affected particular airlines, steel companies, and
conglomerates.  From this micro perspective, they find that the
benefits touted by those with "parochial interests" do not
materialize.

At best, the mergers, acquisitions, takeovers, and buyouts are
seen as impeding the economy from moving ahead.  At worst, Taylor
and Brock see an "addiction to mergeritis."  No one argues that
mergers did not produce large profits for some.  The authors warn,
however, that such success is a "slow and secret poison" to the
U.S. economy.

One-time President of Michigan State University where he also
taught, Walter Adams also taught at European universities,
appeared as an expert on economics before Congressional
committees, and published other books.  James W. Brock has been a
member of the economics department faculty at Miami University in
Ohio for more than 20 years, and is the coauthor with Walter Adams
on several books.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***