TCR_Public/080508.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, May 8, 2008, Vol. 12, No. 109

                             Headlines

ARROWHEAD GENERAL: S&P Chips Rating to B- with Negative Outlook
ATLAS ENERGY: Announces $150MM Follow-On Offering of 10.75% Notes
ATLAS ENERGY: S&P Holds 'B' Rating on Proposed $150MM Note Issue
ATLAS ENERGY: Moody's Affirms B1 Corporate Family Rating
BEAZER HOMES: Gets Default Notice from Trustee of $103MM Jr. Notes

BLUE HERON: Fitch Slashes 'AAA' Rating on $25 Million Notes to 'B'
BLUE HERON: Fitch Cuts Ratings on Notes Due to Collateral Decline
BLUE WATER: Wants Lease Decision Period Moved to September 9
BLUE WATER: Incentive Payments to Critical Employees Challenged
BUILDING MATERIALS: Dec. 31 Balance Sheet Upside-Down by $96.3MM

CANADIAN TRUSTS: Ontario Court Adjourns Plan Hearing to May 12
CANADIAN TRUSTS: Xceed Objects to Plan Release Provisions
CANADIAN TRUSTS: Monitor Files Reports on CCAA Proceedings
CAPITAL AUTO: S&P Assigns 'BB' Preliminary Rating on Class D Notes
CAPITAL AUTO: Moody's Puts (P)Ba1 Rating on $6.593MM Notes

CASH TECH: Unit Completes $3MM Asset Buyout Deal w/ Champion Parts
C-BASS: Fitch Lowers Ratings on $54.5 Million Certificates
CHAMPION PARTS: Assets Sold to CPI Holdings for $3MM
CONGOLEUM CORP: March 31 Balance Sheet Upside-Down by $45 Million
COREY LANDINGS: Wants to Hire Berger Singerman as Bankr. Counsel

CORONADO CDO: Fitch Cuts Ratings on Two Note Classes from BBB to B
CSFB MORTGAGE: Fitch Cuts Ratings on $97.6 Million Certificates
DIAMOND GLASS: Trustee Appoints Five Members to Creditors Panel
DOLE FOOD: Posts $28.9 Million Net Loss in 1st Qtr. Ended March 22
EOS AIRLINES: Wants to Hire Kurtzman Carson as Claims Agent

EOS AIRLINES: Seeks to Hire Alvarez & Marsal as Financial Advisor
EXECUTE SPORTS: March 31 Balance Sheet Upside-Down by $1.6 Million
FAIRCHILD SEMICONDUCTOR: S&P Lifts Ratings on Debt Refinancing
FEDERAL-MOGUL: Posts $32 Million Net Loss in 2008 First Quarter
FEDERAL-MOGUL: PepsiAmericas Seeks Court OK on $6MM Claims Payment

GENERAL MOTORS: Resumes Labor Talks with UAW Local 31 in Kansas
GOLDMAN SACHS: Fitch Cuts Rating on $2MM Class B-3 Certs. to B
GREAT NORTHWEST: S&P Holds 'BB-' Rating; Revises Outlook to Stable
GSR MORTGAGE: Moody's Junks Rating on Cl. M-1 Certificates
HAVEN HEALTHCARE: Selling All Assets for $109 Million

HEARTLAND AUTOMOTIVE: Can File Chapter 11 Plan Until September 3
IMAX CORP: Amends Credit Facility; Sells $18MM in Common Shares
INDEPENDENCE VI: Moody's Junks Ratings on Four Note Classes
JEFFERSON COUNTY: Raise More Capital to Cut Debt, Insurers Say
JOHN B. SANFILIPPO: Posts $8.8MM Net Loss in Qtr. Ended March 27

JOURNAL REGISTER: Covenant Concern Cues S&P to Junk Credit Rating
JP MORGAN CERTS: Stable Performance Cues Fitch to Affirm Ratings
KIMBALL HILL: Court Extends Schedules Filing Deadline to June 9
KIMBALL HILL: Wants to Employ Houlihan Lokey as Financial Advisor
KIMBALL HILL: Wants Claims Notice & Sell Down Procedures Created

LINENS N THINGS: Seeks Extension of Time to File Schedules
LINENS N THINGS: To Pay $73,000,000 to Critical Vendors
LINENS N THINGS: Wants Kurtzman Carson as Claims Agent  
MAGNA ENTERTAINMENT: Posts $46.5 Million Net Loss in First Quarter
MAR-ROX: Voluntary Chapter 11 Case Summary

MBIA INC: No Reason to Deploy $1.1BB Offering Proceeds, CEO Says
MCJUNKIN RED: $475M Shareholder Payment Cues Moody's B1 CF Rating
MDI INC: Has Until November 3 to Comply w/ Nasdaq's Bid Price Rule
MERRILL LYNCH TRUST: Moody's Junks Ratings on Five Cert. Classes
MEZZ CAP: Fitch Puts 'CCC/DR5' Rating on $500,000 Class J Certs.

MEZZ CAP: Fitch Junks Ratings on Two Certificate Classes
MORRIS PUBLISHING: Moody's Cut Ratings on Covenant Breach Risk
NETBANK INC: Has Until May 12 to File Chapter 11 Plan
NEWFIELD EXPLORATION: S&P Rates $600MM Subordinated Notes BB-
OFFICE PORTFOLIO: Fitch Lifts Rating on $17.1MM Certs. to 'BB+'

OTC INTERNATIONAL: Can Hire Garden City as Claims & Noticing Agent
OTC INTERNATIONAL: Court OKs Klestadt & Winters as Bankr. Counsel
PACIFIC LUMBER: Asks Court to Approve Global Plan Settlement
PACIFIC LUMBER: Plan Confirmation Trial Extended to May 15
PEOPLE'S CHOICE: Panel Is Sole Plan Proponent; CEO Dispute Fixed

PEOPLE'S CHOICE: Panel Can Solicit Votes On Liquidation Plan
PNM RESOURCES: S&P Cuts Corporate Credit Rating to BB- from BB+
POWERMATE HOLDINGS: Gets Court OK on $10.3 Mil. Asset Sale
PRC LLC: ACE American et al. Oppose Disclosure Statement
PRC LLC: Court Extends Action Removal Period to July 21

PRC LLC: Court Extends Lease Decision Period to August 20
PRIMUS TELECOM: Posts $3MM Net Loss in 1st Quarter Ended March 31
PROPEX INC: Can Exercise Business Judgment for Idle Assets
PROPEX INC: Wants Court to Reject Two Chattanooga Office Leases
SACO I: Moody's Downgrades Ratings on 97 Certificate Classes

SHARPER IMAGE: Asks Court to Approve Asset Sale Procedures
SIRVA INC: First Amended Plan Gets 100% Vote from Class 1
SIRVA INC: Court Approves Pre-Packaged Plan of Reorganization
SIX FLAGS: Management Outlines Cost-Cutting Measures to Investors
SMART BALANCE: Moody's Lifts Ratings on Leverage Improvement

SPRINT NEXTEL: Hooks Up With Clearwire on $14BB Wireless Venture  
STRUCTURED ASSET: Fitch Lowers Ratings on $153.2MM Certificates
THORNBURG MORTGAGE: Seeks Stockholders' Approval to Dilute Shares
TIMBERWOLF I: Expected Loss Prompts Moody's to Lower Ratings
TOPANGA CDO: Moody's Chips Ratings on Six Note Classes

TROPICANA ENTERTAINMENT: Gets Court's Nod on First Day Motions
TROPICANA ENT: S&P Puts Rating at Default After Bankruptcy Filing
TROPICANA ENT: Bankruptcy Filing Cues Moody's Default Rating
UBS AG: To Cut 5,500 Jobs and Sell $15BB of Mortgage Assets
VALLAMBROSA HOLDINGS: Case Summary & Five Largest Unsec. Creditors

VALLEJO CITY: City Officials Finally Opt for Bankruptcy Protection
VOUGHT AIRCRAFT: S&P Holds 'B-' Rating; Revises Outlook to Stable
VOUGHT AIRCRAFT: Moody's Holds Ratings; Revises Outlook to Stable
WASHINGTON MUTUAL: Moody's Cuts Ratings on 82 Tranches
WELLMAN INC: Court OKs FTI Consulting as Panel's Financial Advisor

WELLMAN INC: Court Approves Ropes & Gray as Committee Counsel
WESTLAKE CHEMICAL: S&P Puts 'BB-' Prelim. Rating on Unsecured Debt
WILSHIRE MORTGAGE: Fitch Affirms 'B+' Rating on $300,000 Certs.
WORLD HEART: Gets NASDAQ Warning on Minimum Bid Price Compliance
ZIFF DAVIS: Further Amends Disclosure Statement and Plan

* Fitch Expects Store Sales Performance to Remain Weak in 2008
* S&P Says US Banks May Have Made It Through Recent Market Turmoil
* S&P Says Slowing of Bank Lending May Not Lead to Rating Actions
* S&P Says Credit Card Charge-Offs Continue to Mount in March '08

* Rebecca Winthrop Joins Ballard Spahr in Los Angeles

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

                             *********

ARROWHEAD GENERAL: S&P Chips Rating to B- with Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on San Diego-based Arrowhead General Insurance Agency Inc.
to 'B-' from 'B'.
     
Standard & Poor's also said that the outlook on Arrowhead is
negative.
      
"This rating action reflects our view that the company is unable
to sustain the financial-performance goals that were established
when we initially assigned the ratings in 2006," explained
Standard & Poor's credit analyst Michael Gross.  These metrics
include sustained adjusted EBITDA fixed-charge coverage of 2.4x,
annual net income of about $10 million, and the maintenance of
larger bank loan covenant cushions relative to actual recent
experience.  Declining property/casualty premium rates and some
carrier disruption have hurt Arrowhead.  For full-year 2007,
Arrowhead had net income of $0.4 million and adjusted EBITDA
coverage of 1.5x.  For the quarter ending March 31, 2008, the
company reported a net loss of $3.2 million and adjusted EBITDA
fixed-charge coverage of 1.0x.
     
Standard & Poor's expects that the company will continue to pursue
expense savings aggressively in the face of ongoing soft market
conditions.  S&P anticipate minimal organic revenue growth for
full-year 2008.  The current rating anticipates that for full-year
2008, Arrowhead will have an adjusted EBITDA fixed-charge coverage
ratio of about 1.5x-1.8x in 2008, report positive operating cash
flow each of the remaining quarters, report an improved cash and
cash equivalent balance, and earn $4 million-$7 million in net
income.
     
The negative outlook reflects S&P's concern over the impact of
continuing soft market conditions and management's ability to
manage through the trough of the premium rate cycle and otherwise
challenging market conditions.  "We could revise the outlook to
stable if management were to prove successful in reducing
expenses, continue to perform in-line with existing bank loan
covenants, and provide evidence of more stable financial
performance," Mr. Gross added.  "We could lower the ratings if the
company's financial performance were to deteriorate further."
Although unlikely in the near term, the ratings could be raised
subject to improved market conditions, improved operational
control, and sustained financial performance.


ATLAS ENERGY: Announces $150MM Follow-On Offering of 10.75% Notes
-----------------------------------------------------------------
Atlas Energy Resources, LLC disclosed a $150 million follow-on
offering of its 10.75% senior unsecured notes due 2018.  The notes
priced at 104.75% of par to yield approximately 9.85% to the par
call on Feb. 1, 2016.  

On Jan. 23, 2008, Atlas Energy completed a private placement for
$250 million of senior unsecured notes due 2018 to qualified
institutional buyers under Rule 144A.  The notes from the follow-
on offering disclosed and the notes issued on Jan. 23, 2008 shall
be treated as a single class of debt securities.

Atlas Energy intends to use the net proceeds of the offering to
repay a portion of its outstanding balance under its revolving
credit facility.  The increased borrowing capacity will be used to
fund additional acreage acquisitions and accelerated development
of the Marcellus Shale as well as further development of its other
drilling programs and lease acquisition activities.

The notes are not registered under the Securities Act of 1933 or
applicable state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and
applicable state laws.  

Atlas Energy plans to offer and issue the notes only to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act and to persons outside the United States pursuant to
Regulation S of the Securities Act.

                About Atlas Energy Resources LLC

Based in Moon Township, Pennsylvania, Atlas Energy Resources LLC
(NYSE: ATN) -- http://www.atlasenergyresources.com/-- focuses on
the development and production of natural gas and, to a lesser
extent, oil principally in the eastern United States.  Atlas
Energy sponsors and manages tax advantaged investment
partnerships, in which it co-invests, to finance the exploration
and development of its acreage in the Appalachian Basin and drills
on its own account in the Antrim Shale of Michigan.


ATLAS ENERGY: S&P Holds 'B' Rating on Proposed $150MM Note Issue
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed on May 6, 2008, its
'B' issue-level rating on the senior unsecured notes co-issued by
Atlas Energy Operating Company LLC and Atlas Energy Finance Corp.  
The companies are wholly owned subsidiaries of Atlas Energy
Resources LLC (B+/Stable/--).  The action followed the proposed
$150 million add-on to the $250 million notes due 2018.  The
recovery rating remains at '5', indicating the expectation for
modest (10% to 30%) recovery in the event of a payment default.  

The senior unsecured notes are guaranteed by the parent company.   
At the same time, S&P affirmed its 'B+' corporate credit rating on
Atlas Energy Resources.  The outlook is stable.
     
"Proceeds from the notes will be used to pay down bank debt," said
Standard & Poor's credit analyst David Lundberg, CFA.  Pro forma
for the proposed bond issuance and recent $25 million equity
issuance, the company had $804 million in debt.
     
Atlas Energy Resources is an oil and gas exploration and
production company based in Moon Township, Pennsylvania.


ATLAS ENERGY: Moody's Affirms B1 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed the ratings of Atlas Energy
Operating Company, LLC, including its B1 Corporate Family Rating
and the B3 rating on its 10.75% senior unsecured notes due 2018.  
The B3 rating applies to the $150 million follow-on offering
announced.  The loss-given-default point estimate on the senior
notes was from changed to 83% from 87% (both LGD 5), reflecting
pro forma changes the liability waterfall.  Proceeds from the
offering will be used to repay borrowings under Atlas Energy's
credit facility.  The outlook is stable.

The affirmation reflects that little has changed since ratings
were initially assigned in January 2008.  Ratings were assigned to
a proposed $400 million of senior notes, which was subsequently
reduced to $250 million.  Thus, the $150 million of additional
senior notes priced was within the amount contemplated in the
initial rating action.

Atlas Energy's performance for the first quarter of 2008 was in
line with Moody's expectations. Pro forma for the sale of
$25 million of equity to Atlas America, total debt as of March 31,
2008 was approximately $804 million. After allocating
approximately $225 million of debt to its partnership management
business (using a 3x multiple against $75 million of LTM segment
EBITDA), strictly for the purposes of improved comparison to other
E&P companies, Atlas Energy's pro forma debt/average daily
production was approximately $6,310/Mcfe ($37,900/Boe) as of
March 31, 2008.  Pro forma interest expense, after allocating a
portion of interest expense to the partnership management
business, was approximately $0.91/Mcfe ($5.46/Boe) during the
first quarter of 2008.  Moody's believes that debt/average daily
production and interest expense/production are better metrics to
use in comparing Atlas Energy's leverage to other E&P companies
than reserves-based metrics (such as debt/PD reserves) because its
proved reserves have a much longer life than average.

Recent statements by management indicate a growing inclination to
accelerate exploitation of the partnership's Marcellus Shale
position.  Managing such an acceleration could prove challenging
to Atlas Energy as an MLP/LLC is dependent on the capital markets,
both debt and equity, for growth capital.  In addition, flush
production from increased drilling could steepen the average
decline rate for the partnership, which could eventually introduce
sustainability challenges.  A healthy level of distribution
coverage (such as 1.4-1.5x, or higher) provides some cushion
against these challenges.  Given the higher risk generally
associated with E&P MLPs, Moody's would expect growth capex to be
funded with at least 50% equity and excess cash flow within each
calendar year.  Atlas Energy's estimated maintenance capex used in
computing distributable cash flow was $13 million during the first
quarter, or approximately $1.57/Mcfe ($9.42/Boe).

Atlas Energy Operating Company, LLC, headquartered in Moon
Township, Pennsylvania, is the principal operating subsidiary of
publicly traded Atlas Energy Resources, LLC.  Atlas Energy
Resources is managed by Atlas Energy Management, Inc., a wholly-
owned subsidiary of Atlas America.


BEAZER HOMES: Gets Default Notice from Trustee of $103MM Jr. Notes
------------------------------------------------------------------
Beazer Homes USA Inc. stated in a filing with the Securities and
Exchange Commission that it received a default notice from The
Bank of New York Trust Company National Association, the trustee
under the indenture governing the company's outstanding
$103.1 million unsecured junior subordinated notes due July 2036.

The notice alleges that the company is in default under the
indenture because the company has not provided certain required
information, including its annual audited and quarterly unaudited
financial statements.

The builder, which has discovered possible accounting problems
during a review of its lending practices, delayed the filing of
audited financial statements because of its need to restate
certain results that could impact fiscal years 1998 through 2007,
The Wall Street Journal reports.

The notice, according to the company's 8-K filing, stated that
this default will become an event of default under the indenture
if not remedied within 30 days.  The company expects to be able to
cure this default on or before May 15, 2008.

                     About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia and West Virginia.  The
company also provides mortgage origination and title services to
its homebuyers.

                          *     *     *

As reported in the Troubled Company Reporter on March 7, 2008,
Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer
Default Rating and other outstanding debt ratings as, including
IDR to 'B+' from 'BB-'; Senior notes to 'B/RR5' from 'BB-';
Convertible senior notes to 'B/RR5' from 'BB-'; and Junior
subordinated debt to 'CCC+/RR6' from 'B'.  Fitch has assigned a
Recovery Rating to Beazer's Secured revolving credit facility of
'BB/RR1' .

The TCR said on Feb. 19, 2008, that Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured note
ratings on Beazer Homes USA Inc. to 'B' from 'B+'.  The ratings
remain on CreditWatch, where they were placed with negative
implications on Aug. 14, 2007.


BLUE HERON: Fitch Slashes 'AAA' Rating on $25 Million Notes to 'B'
------------------------------------------------------------------
Fitch downgraded three classes of notes and one additional
interest component, and affirmed one class of notes issued by Blue
Heron Funding VI, Ltd.  Two classes of notes remain on Rating
Watch Negative.  These rating actions are effective immediately:

  -- $1,068,898,656 class A-1 notes downgraded to 'BBB-' from
     'AAA'; remains on Rating Watch Negative;

  -- $25,000,000 class A-2 notes downgraded to 'B' from 'AAA';
     remains on Rating Watch Negative;

  -- EUR89,936,000 (US$ equivalent $105,000,000) class B notes
     downgraded to 'C' from 'A'; removed from Rating Watch
     Negative;

  -- EUR89,936,000 (US$ equivalent $105,000,000) class B
     additional interest component downgraded to 'C' from 'BBB-';
     removed from Rating Watch Negative (interest only);

  -- $6,250,000 certificates affirmed at 'AAA' (principal only).

Blue Heron VI is a collateralized debt obligation that closed on
Dec. 21, 2005 and is managed by Brightwater Capital Management.  
Blue Heron VI's reinvestment period will end in May 2008.  Blue
Heron VI's portfolio contains approximately 28.5% subprime
residential mortgage-backed securities bonds, 12.3% structured
finance CDOs, and other structured finance assets.  Subprime RMBS
bonds of the 2005 and 2006 vintages account for approximately 4.7%
and 3.7% of the portfolio, respectively.  The SF CDO exposure
includes SF CDOs originated in 2006 (4.5%) and 2007 (7.0%).

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically with regard to
RMBS and SF CDOs with underlying exposure to subprime RMBS.  Since
the beginning of 2007, approximately 17.9% of the portfolio has
been downgraded, with 8.7% of the portfolio currently on Rating
Watch Negative.  Approximately 13.2% of the portfolio is currently
below investment grade.

As of the March 17, 2008 trustee report approximately
$96.6 million (8.0%) of the portfolio, consisting of SF CDO and
subprime RMBS assets, was considered to be defaulted.  As a result
of the collateral deterioration, Blue Heron VI is currently
failing its classes A and B overcollateralization tests.  The
class A OC test failure resulted in the class B notes not
receiving any interest proceeds at the last payment date on March
25, 2008.

The rating assigned to the certificates is based on the rating of
the certificate protection assets, which are comprised of U.S.
government-backed Resolution Funding Corp zero-coupon bonds.

The Rating Watch Negative reflects the continued credit
deterioration in subprime RMBS and SF CDOs with underlying
exposure to subprime 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 classesA-1 and A-2 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
rating of the class B notes addresses the ultimate repayment of
principal and the ultimate payment of interest at a rate equal to
LIBOR by the legal final maturity date.  The rating on the class B
additional interest component addresses the ultimate payment of
class B interest at a rate equal to 1.5% per annum.  The rating on
the certificates addresses the ultimate repayment of principal
only by the legal final maturity date.


BLUE HERON: Fitch Cuts Ratings on Notes Due to Collateral Decline
-----------------------------------------------------------------
Fitch downgraded three classes of notes and one additional
interest component, and affirmed one class of notes issued by Blue
Heron Funding VII, Ltd.  Two classes of notes remain on Rating
Watch Negative.  These rating actions are effective immediately:

  -- $1,063,326,672 class A-1 notes downgraded to 'BBB-' from
     'AAA'; remains on Rating Watch Negative;

  -- $25,000,000 class A-2 notes downgraded to 'B' from 'AAA';
     remains on Rating Watch Negative;

  -- EUR88,451,000 (US$ equivalent $105,000,000) class B notes
     downgraded to 'C' from 'A'; removed from Rating Watch
     Negative;

  -- EUR88,451,000 (US$ equivalent $105,000,000) class B
     additional interest component downgraded to 'C' from 'BBB-';
     removed from Rating Watch Negative (interest only);

  -- $6,250,000 certificates affirmed at 'AAA' (principal only).

Blue Heron VII is a collateralized debt obligation that closed on
Dec. 28, 2005 and is managed by Brightwater Capital Management.  
Blue Heron VII's reinvestment period will end in May 2008.  Blue
Heron VII's portfolio contains approximately 29.2% subprime
residential mortgage-backed securities bonds, 11.8% structured
finance CDOs, and other structured finance assets.  Subprime RMBS
bonds of the 2005 and 2006 vintages account for approximately 4.6%
and 4.5% of the portfolio, respectively.  The SF CDO exposure
includes SF CDOs originated in 2006 (4.2%) and 2007 (6.8%).

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically with regards to
subprime RMBS and SF CDOs with underlying exposure to subprime
RMBS. Since the beginning of 2007, approximately 17.3% of the
portfolio has been downgraded, with 8.3% of the portfolio
currently on RWN.  Approximately 12.6% of the portfolio is
currently rated below investment grade.

As of the March 20, 2008 trustee report approximately
$99.0 million (8.3%) of the portfolio, consisting of SF CDO and
subprime RMBS assets, was considered to be defaulted.  As a result
of the collateral deterioration, Blue Heron VII is currently
failing its classes A and B overcollateralization tests.  The
class A OC test failure resulted in the class B notes not
receiving any interest proceeds at the last payment date on March
31, 2008.  The rating assigned to the certificates is based on the
rating of the certificate protection assets, which are comprised
of U.S. government-backed Resolution Funding Corp zero-coupon
bonds.

The Rating Watch Negative reflects the continued credit
deterioration in subprime RMBS and SF CDOs with underlying
exposure to subprime 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-1 and class A-2 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 rating of the class B notes addresses the ultimate repayment
of principal and the ultimate payment of interest at a rate equal
to LIBOR by the legal final maturity date.  The rating on the
class B additional interest component addresses the ultimate
payment of class B interest at a rate equal to 1.5% per annum.  
The rating on the certificates addresses the ultimate repayment of
principal only by the legal final maturity date.


BLUE WATER: Wants Lease Decision Period Moved to September 9
------------------------------------------------------------
Upon filing for bankruptcy in February, Blue Water Automotive
Systems, Inc. and its affiliated debtors were parties to various
unexpired leases of non-residential real property, including:

   Counterparty                    Property
   ------------                    --------
   Blue Water Automotive           Properties in Caro, Port
   Systems Properties, LLC         Huron, Range Road, Haas Drive,
                                   and Lexington, Michigan

   North Winds Investment Corp.    Manufacturing space at 1044
                                   Durant Drive, in Howell,
                                   Michigan

   North Winds Investment Corp.    Storage space at the Durant
                                   Drive manufacturing space

   RL Enterprises, LLC             Property at 1045 Durant Drive

   DMC Hamilton Street, LLC        Property at 215 Hamilton
                                   Street, in Leominster,
                                   Massachusetts

   Injectronics, Inc.              Property at 2804 Troxler Road,
                                   in Burlington, North Carolina

The Debtors have until June 11, 2008, to assume or reject the
nonresidential real property leases.

Judy A. O'Neill, Esq., at Foley & Lardner, LLP, in Detroit,
Michigan, says the Debtors will be unable to make informed,
value-maximizing decisions regarding the leases before the
June 11 deadline as they are still in the process of negotiating
the terms of a sale of the Debtors' assets and the assumption and
assignment of all unexpired leases.

Section 365(d)(4)(B) of the Bankruptcy Code provides that "[t]he
court may extend the period determined under subparagraph (A),
prior to the expiration of the 120-day period, for 90 days on the
motion of the trustee or lessor for cause."

Accordingly, pursuant to Section 365(d)(4), the Debtors ask the
United States Bankruptcy Court Eastern District of Michigan to
extend the time by which they will decide whether to assume or
reject the leases until September 9, 2008, or the effectiveness of
the Debtors' confirmed Chapter 11 plan of reorganization.

"The extension is reasonable because the Leases are critical to
the Debtors' estates and are integral to a potential sale of the
Debtors' businesses," Ms. O'Neill asserts.  Furthermore, without
the extension, the Debtors may be compelled to make a potentially
detrimental determination of either inadvertently rejecting a
valuable lease or prematurely assuming a lease and incur a
substantial administrative obligation, which might negatively
impact either the sale or the creditors of the estates." Ms.
O'Neill adds.

The disposition of the leases is likely to be governed by the
sale of the Debtors' assets and the Chapter 11 plan.  Given the
early stages of the sale process, and the fact that a purchase
agreement, which will dictate which leases the Debtors assume and
assign or reject, is not likely to be executed before May 28,
2008, the Debtors require an extension of time, Ms. O'Neill
states.  

The Debtors ask that the extension of the lease decision deadline  
apply to all of their leases, whether or not included in the
list.  Ms. O'Neill says the Debtors have attempted to list all of
their nonresidential real property leases but some leases may
have been inadvertently omitted.

                  About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy
counsel.  Administar Services Group LLC acts as the Debtors'
claims, noticing, and balloting agent.  Blue Water's bankruptcy
petition lists assets and liabilities each in the range of
$100 million to $500 million.  The hearing on the Debtors'
disclosure statement and plan is set for Aug. 5, 2008.  (Blue
Water Automotive Bankruptcy News, Issue No. 13, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


BLUE WATER: Incentive Payments to Critical Employees Challenged
---------------------------------------------------------------
Blue Water Automotive Systems, Inc. and its affiliated debtors
will appear before the United States Bankruptcy Court Eastern
District of Michigan on May 12, 2008, to address concerns raised
by various parties regarding their request to make incentive
payments totaling $497,812 to a limited number of critical, non-
insider employees.

The Debtors and the objecting parties agreed to the hearing
schedule, pursuant to a Court-approved stipulation.

As reported by the Troubled Company Reporter on April 21, 2008,
the Debtors proposed that the payments be treated as
administrative expenses of the Debtors' estates.  Nicole Y. Lamb-
Hale, Esq.,at Foley & Lardner LLP, in Detroit, Michigan, said that
while certain of the Employees have titles suggesting they are
insiders, like vice president, they are not covered by Sections
101(31) and 503(c).  She said the Critical Employees are mid-level
employees who are critical to the day-to-day operations of the
Debtors.

The Debtors argued that the Incentive Payments are necessary to
appropriately compensate the Critical Employees, given the
enormous additional burdens placed on them by these bankruptcy
proceedings, and to ensure that the Employees remain motivated to
perform the important tasks necessary to maintain the value of the
Debtors' businesses.  The Debtors said if they are unable to make
the Incentive Payments, there will be more departures of employees
that will be harmful to the enterprise value of the Debtors'
businesses.

A schedule of the Critical Employees and their incentive payments
is available for free at:

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

The Official Committee of Unsecured Creditors objects to the
Debtors' proposed incentive payments to critical employees to the
extent that granting of the Motion is construed to create any
administrative expense claims or obligations of the Debtors'
estates in the event their Chapter 11 cases are converted to
cases under Chapter 7 of the Bankruptcy Code.  Furthermore, the
Committee is against the payment of incentives until all
currently existing administrative expenses have been paid.

The Committee believes that it is unlawful and unfair to current
holders of administrative expense claims, including Section
503(b)(9) claimants, for the Debtors to create new obligations in
favor of its employees and then prefer to those new obligations
over pre-existing administrative expenses which the U.S. Congress
has granted priority.

The Committee wants the Debtors' request denied.

On behalf of the International Brotherhood of Teamsters Local
Union No. 339, representing 450 people at the Debtors' Port Huron
and Haas Drive Plants, Ronald Hreha, president of Local Union No.
339, relates that the collective bargaining agreements between the
Debtors and the Union provide that the Debtors will negotiate a
bonus plan for 2008 to replace the 2007 Bonus Plan, and yet, as of
April 21, 2008, the Debtors did not negotiate with the Teamsters
despite repeated requests.

Though the Debtors claim that "the incentive payments are
essential to reward the [Critical] Employees for all their
efforts throughout these bankruptcy cases, to maintain the morale
of the Debtors' management and employees," the Union contends
that incentive payments to select employees is counterproductive
as it will decrease morale for hourly employees who are trying to
negotiate a minimal plan, therefore discriminating against the
majority of employees.

"We are strongly discouraged by the morale crushing actions of
Sam Serra and Amy Harding both of which are proposed to receive
Incentive Bonuses.  These individuals terminated as Steward from
each plant for protected concerted actions.  The two Stewards
merely posted information regarding the Debtors' motion for
Incentive Bonuses which is public knowledge," the Union tells
Judge McIvor.

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America, and the United Steel,
Paper, Forestry, Rubber, Manufacturing, Energy, Allied Industrial
and Service Workers International Union, also questioned the
proposed payments.  The unions, however, withdrew their
objections.  UAW and USW did not state the cause of their action.

                  About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy
counsel.  Administar Services Group LLC acts as the Debtors'
claims, noticing, and balloting agent.  Blue Water's bankruptcy
petition lists assets and liabilities each in the range of
US$100 million to US$500 million.  The hearing on the Debtors'
disclosure statement and plan is set for Aug. 5, 2008.  (Blue
Water Automotive Bankruptcy News, Issue No. 13, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


BUILDING MATERIALS: Dec. 31 Balance Sheet Upside-Down by $96.3MM
----------------------------------------------------------------
At Dec. 31, 2007, the consolidated balance sheet of Building
Materials Corp. of America showed $2.3 billion in total assets and
$2.4 billion in total liabilities, resulting in roughly $96.3
million total stockholders' deficit.

The company reported a net loss of $134.5 million for the year
ended Dec. 31, 2007, compared to net income of $38.8 million for
the year ended Dec. 31, 2006.

Net sales for 2007 were $2.3 billion as compared with $2.0 billion
in 2006.  The increase in net sales for 2007 was primarily
attributable to the acquisition of ElkCorp, which was partially
offset by lower net sales of residential roofing products and
commercial roofing products driven by lower unit volumes resulting
from softer market demand and $15.1 million of restructuring-
related sales discounts.

The increase in reported net loss for 2007 was primarily
attributable to approximately $119.9 million of higher interest
expense, as well as $181.0 million of restructuring and other
expenses due to the acquisition of ElkCorp., of which
$15.1 million was included as a reduction in net sales and
$24.3 million was included in cost of products sold related to the
integration of Elk operations.

Included in restructuring and other expenses are plant closing
expenses related to the closure of several manufacturing
facilities together with the write-down of plant assets at these
facilities, integration-related costs and the write-down of
selected inventories.  

The company had a loss before interest expense and income taxes
for 2007 of $27.4 million compared with income before interest
expense and income taxes of $124.8 million in 2006.  

Interest expense in 2007 increased to $181.4 million as compared
with $61.5 million in 2006.  Interest expense in 2007 included
$23.2 million of debt restructuring costs and an additional
$3.5 million of interest expense of ElkCorp from the date of
acquisition.  

                      Acquisition of ElkCorp

On Feb. 22, 2007, a subsidiary of the company acquired
approximately 90% of the outstanding common shares of ElkCorp, a
Dallas, Texas-based manufacturer of roofing products and building
materials.  The remaining shares of Elk were acquired on March 26,
2007, resulting in ElkCorp becoming an indirect wholly-owned
subsidiary of the company.

The acquisition of the ElkCorp shares was completed at a purchase
price of approximately $945.3 million, net of $100,000 of cash
acquired and net of the repayment of $195.0 million of the then
outstanding Elk senior notes, which were assumed in connection
with the acquisition and were repaid in March 2007.

The company financed the purchase of ElkCorp, and refinanced
certain of the company's then outstanding debt and repaid all of
ElkCorp's then outstanding senior notes of $195.0 million with the
proceeds from the company's new senior secured credit facilities.
The company's new senior secured credit facilities consist of a
$600.0 million Senior Secured Revolving Credit Facility, a
$975.0 million Term Loan and a $325.0 million Junior Lien Term
Loan Facility.

                       Available Liquidity

At Dec. 31, 2007, the company had $210.4 million available
liquidity under its $600.0 million Senior Secured Revolving Credit
Facility.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2b8c

                     About Building Materials

Based in Wayne, New Jersey, Building Materials Corporation of
America is a manufacturer and marketer of a broad line of asphalt
and polymer-based roofing products and accessories for the
residential and commercial roofing markets.  The company also
manufactures specialty building products and accessories for the
professional and do-it-yourself remodeling and residential
construction industries.  

The company is a wholly owned subsidiary of BMCA Holdings
Corporation, which is a wholly owned subsidiary of G-I Holdings
Inc.  The company's products are marketed in three groups:
residential roofing, commercial roofing and specialty building
products and accessories.  On March 26, 2007, the company
completed the acquisition of ElkCorp, a manufacturer of roofing
products and building materials.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2008,
Moody's Investors Service lowered the ratings of Building
Materials Corp. of America including the corporate family rating
to B3 from B2, first lien term loan rating to B3 from B2, senior
notes rating to B3 from B2, and junior term loan rating to Caa2
from Caa1.  The probability of default rating was lowered to Caa1
from B2.  The ratings outlook remains negative.


CANADIAN TRUSTS: Ontario Court Adjourns Plan Hearing to May 12
--------------------------------------------------------------
Ontario Superior Court Justice Colin Campbell has tentatively
rescheduled the hearing to approve a Plan of Compromise and
Arrangement proposed by the Pan-Canadian Investors Committee for
Third-Party Structured Asset-Backed Commercial Paper to
May 12 and 13, 2008, Reuters reports.

The plan hearing was originally scheduled for May 2.

According to the paper, Justice Campbell delayed the hearing so
he can sort out various issues including separate requests from
various ABCP investors who want to sue banks and investment
dealers that transacted the Canadian commercial papers.  

Several companies have claimed that there were misleading
disclosures about the assets behind the ABCP, and have complained
that the Plan's release provisions are overly broad, Reuters
said.  The Pan-Canadian Committee, however, has insisted that the
Plan releases have to remain intact, or its restructuring
proposal will "fall apart," Reuters noted.

Mr. Justice Campbell said that he could possibly move the hearing
forward to May 7 and 8, according to Reuters.  But for a matter
"of this magnitude and importance", the Ontario Court is likely
to opt for the later dates to have additional time to study the
issues closer, Reuters stated.

                      About the ABCP Trusts

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone
Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet
Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust,
Slate Trust, Structured Asset Trust, Structured Investment Trust
III, Symphony Trust, Whitehall Trust are entities based in Canada
that issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately $33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting $32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  

(Canadian ABCP Trusts Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


CANADIAN TRUSTS: Xceed Objects to Plan Release Provisions
---------------------------------------------------------
The Pan-Canadian Investors Committee for Third Party Structured
ABCP related in a press statement dated April 25, 2008, that
noteholders have voted overwhelmingly in favor of its proposed
Plan of Compromise and Agreement.

Nevertheless, on April 30, 2008, Xceed Mortgage Corporation asked
the Ontario Superior Court of Justice to declare that the release
provisions of the proposed ABCP Restructuring Plan do not operate
to release any claims or rights arising from, relating to, or in
connection with an QSPE-EXCD Trust.  In particular, Xceed
contends, the Plan Release does not have the effect of releasing
Coventree Inc., Coventree Capital Inc., Coventree Mortgage
Finance Corp., or 1462888 Ontario Inc. -- in its capacity as
Trustee of QSPE-EXCD Trust -- from potential liability for
conduct alleged in a litigation filed by Exceed Mortgage, also in
the Ontario Superior Court.

Xceed Mortgage is in the business of providing mortgage financing
to residential home owners.

In March 2002, Exceed Mortgage and the Coventree Parties agreed
to create and structure a securitization-based funding program
for Xceed Mortgage's residential mortgages.  Under the program,
Xceed Mortgage sold certain of its mortgages and other assets to
the QSPE-EXCD Trust, a special purpose vehicle established and
administered by the Coventree Parties for the sole purpose of
purchasing these assets.  QSPE-EXCD Trust is not a Conduit which
is subject to the Plan.

The Program continues to be operated pursuant to the provisions
of a mortgage purchase agreement between Xceed Mortgage and QSPE-
EXCD Trust.

Xceed Mortgage's claims in the Ontario Action are entirely
unrelated to the Plan, nor is the MPA an agreement affected by
the Plan, Gordon Capern, Esq., at Paliare Roland Rosenberg
Rothstein LLP, in Toronto, Ontario, tells the Honorable Justice
Colin Campbell.

Xceed Mortgage asserts Claims in the Ontario Action against the
Coventree Parties, alleging that the Coventree Parties (i)
invested funds held in cash accounts of QSPE-EXCD Trust in breach
of the investment criteria set out in the MPA, and (ii) invested
some of the QSPE-EXCD Trust funds in ABCP that the Conduits
issued.  

Xceed Mortgage does not make any claims directly against or
concerning the ABCP or Conduits affected by the Plan, Mr. Capern
clarifies.

Some or all of the Coventree Parties are Released Parties under
the Plan.  

The language of the Release could be interpreted to prohibit
claims against the Coventree Parties in respect of their alleged
conduct relating to the QSPE-EXCD Trust, despite the fact that it
is not subject to the Plan, Mr. Capern explains.  He notes that
the Coventree Parties have asserted that the Plan Release would
release them from any liability to Xceed Mortgage in the Ontario
Action.

"A release of claims relating to the QSPE-EXCD Trust which is not
subject to re-structuring under the Plan is unfair," Mr. Capern
argues.  "[T]he rights of innocent third parties as beneficiaries
of an unrelated Trust would be defeated because the defendants in
the [Ontario] Action happen to have made allegedly unauthorized
investments in ABCP."

                      About the ABCP Trusts

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone
Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet
Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust,
Slate Trust, Structured Asset Trust, Structured Investment Trust
III, Symphony Trust, Whitehall Trust are entities based in Canada
that issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately $33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting $32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  

(Canadian ABCP Trusts Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


CANADIAN TRUSTS: Monitor Files Reports on CCAA Proceedings
----------------------------------------------------------
Ernst & Young, Inc., as monitor of the proceedings commenced by
the Pan-Canadian Investors Committee for Third-Party Structured
Asset-Backed Commercial Paper under Canada's Companies' Creditors
Arrangement Act, delivered its fifth monitor report on April 28,
2008, and sixth report on May 1, to the Ontario Superior Court of
Justice.

The fifth report provides Honorable Justice Colin Campbell with
information on an an additional tabulation of the vote on the
noteholders' meeting held in Toronto on April 25, including a
report on the Monitor's tabulation of the votes cast as a single
Class as well as the votes cast in respect of each Series.  The
sixth report provides the Court with information on the additional
tabulation of the vote on the Restructuring Resolution the Monitor
performed as directed by the Court.

                          Fifth Report

Murray A. McDonald, an officer of the Monitor, chaired the April
25 Noteholders Meeting.  The sole item of business presented to
the Meeting was the vote on the Restructuring Resolution, seeking
approval of the Plan and ancillary matters by the single class of
Noteholders as established in the Plan.

The Monitor disclosed that it received 2,039 Voter Identification
Forms and Voter Confirmation Forms, representing Affected ABCP
holdings of more than C$31 billion.  Of these, the Monitor noted,
1,940 Noteholders holding an aggregate principal amount of C$30.1
billion of Affected ABCP voted on the Restructuring Resolution
either in person or by proxy.  

The Meeting Order also provided that the Monitor will mark as
Unconfirmed Votes any VIF or VCF submitted by a Noteholder that
is, in its determination, improperly completed or improperly
submitted.

In tabulating the votes, the Monitor included all Confirmed Votes
and Unconfirmed Votes.  The results of the vote on the
Restructuring Resolution are:

           Accepting                       Rejecting
   --------------------------      -------------------------
    No. of        Amount            No. of         Amount
   Claimants       Held            Claimants        Held
   --------- ----------------      --------- ---------------
     1,861   C$28,945,184,629          79    C$1,169,003,789
     (96%)        (96%)               (4%)         (4%)

The Monitor clarified that its results are slightly different
from those reported to the Meeting by the Chair because they
include additional VIFs and Proxies received by the Monitor at
its offices on April 25, 2008, prior to the commencement of the
Meeting that were not "delivered to the Chair."

                     Tabulation By Series

As required by the Meeting Order, the Monitor has tabulated the
votes cast in respect of each Series, a full-text copy of which
is available for free at:
  
    http://bankrupt.com/misc/ABCP_TabulationBySeries.pdf

Based on the tabulation by series, the Monitor observed that if
the Restructuring Resolution had been voted on with each Series
voting in its own class, it appears that all Series except for
Ironstone Series B would have approved the Restructuring
Resolution with the required majorities.

The Monitor confirmed that, in its assessment, the aggregate
Unconfirmed Votes are not sufficient to alter the indicative
outcomes reflected in its tabulation except that the sole vote
recorded in respect of Aurora Series B is an Unconfirmed Vote.

A full-text copy of the Fifth Monitor Report is available for
free at http://bankrupt.com/misc/ABCP_5thMonitorReport.pdf

                      Monitor's Sixth Report

In preparing its Sixth Report, the Monitor relied on information
provided by various parties, including the Sponsors of the
Conduits, the Investors Committee and its advisors
and Noteholders who have submitted Voter Identification Forms,
Voter Confirmation Forms and Forms of Proxy, including
supporting documentation.  The Monitor relates that it reviewed
the information submitted in the abridged time available, but has
not audited or otherwise verified the provided information.

On April 22 and 23, 2008, the Court heard a number of motions
brought by various Noteholders, seeking among other things, that
the Pan-Canadian Committee's proposed Plan be amended to provide
for multiple classes of Noteholders.  Consequently, on April 24,
2008, the Honourable Mr. Justice Campbell issued an endorsement
directing that the Meeting of Noteholders be held as scheduled on
April 25, with a single class of Noteholders for voting purposes.

Pursuant to the Meeting Order and the April 24 endorsement, the
Noteholders Meeting took place in Toronto on April 25, 2008.  
Murray A. McDonald, an officer of the Monitor, chaired the
Meeting.  The sole item of business presented to the Meeting was
the vote on the Restructuring Resolution seeking approval of the
Plan and ancillary matters by the single class of Noteholders as
established in the Plan.

Mr. Justice Campbell convened a case conference on April 29,
2008, to discuss various issues raised in his endorsement and
timing with respect to a sanction hearing on the Plan.  Certain
parties requested that the Monitor provide an additional
tabulation of the voting on the Restructuring Resolution,
separating Noteholders into two distinct classes.  Accordingly,
the Monitor was directed by Justice Campbell to tabulate the
votes:

A. Class A Noteholders         Names of Parties in Class

(1) Applicants or members     * ATB Financial
     of the Investors Quebec   * Caisse de Depot et Placement
     du Committee              * Canaccord Capital Corporation
                               * Canada Mortgage and Housing
                                   Corporation
                               * Canada Post Corporation
                               * Credit Union Central Alberta  
                                   Limited
                               * Credit Union Central of British  
                                   Columbia
                               * Credit Union Central of Canada
                               * Credit Union Central of Ontario
                               * Credit Union Central of  
                                   Saskatchewan
                               * Desjardins Group
                               * Magna International Inc.
                               * National Bank Financial Inc./   
                                   National Bank of Canada
                               * NAV Canada
                               * Northwater Capital Management
                                   Inc.
                               * Public Sector Pension Investment
                                   Board
                               * The Governors of the University
                                   of Alberta

(2) ABCP Dealers              * National Bank of Canada and  
                                   National Bank Financial
                               * Canaccord Capital Corporation
                               * Credential Securities
                               * HSBC Bank Canada;
                               * Canadian Imperial Bank of
                                   Commerce and CIBC World
                                   Markets Inc.
                               * Bank of Montreal
                               * Scotia Capital Inc.

(3) Clients of                * Bank of America, N.A.
     Stikeman Elliott          * Citibank, N.A.
                               * Citibank Canada, in its capacity
                                   as Credit Derivative Swap
                                   Counterparty and not in any
                                   other capacity
                               * Deutsche Bank AG
                               * HSBC Bank Canada
                               * HSBC Bank USA, National
                                   Association
                               * Merrill Lynch International
                               * Merrill Lynch Capital Services,
                                   Inc.
                               * Swiss Re Financial Products
                                   Corporation
                               * UBS AG

(4) Canadian Banks            * Bank of Montreal
                               * Canadian Imperial Bank of
                                   Commerce
                               * Royal Bank of Canada
                               * The Bank of Nova Scotia
                               * The Toronto-Dominion Bank
                               * National Bank of Canada

(5) Customers of              * Customers of Canaccord and
     Canaccord Capital           Credential with holdings
     Corporation and             reported to the Monitor in the
     Credential Securities       voter identification process,
                                 under C$1,000,000, based on
                                 principal amount.

B. Class B Noteholders         * All other Noteholders that are
                                 not members of Class A.

The Monitor notes that while the CCAA Applicants, the clients of
Stikeman Elliott LLP, and the Canadian Banks are specifically
listed by name in the materials filed in the Applicants' CCAA
proceedings, a comprehensive list of parties that might meet the
definition of "ABCP Dealers" is not available.

The Amended Plan defines ABCP Dealers as any dealer, broker,
financial institution or intermediary that sold, directly or
indirectly, any of the Affected ABCP to one or more Noteholders
or that rendered advice with respect to the purchase and sale
of the Affected ABCP.

In the absence of a specific list of ABCP Dealers, the Monitor
reviewed the motion materials filed by various parties and
compiled a list of the parties identified as ABCP Dealers.

The Monitor circulated on April 29, 2008, a schedule to the
service list setting out a specific list of the parties to be
included in each of the Class A groupings so that the service
list would be notified of the parties that had been identified as
being included in each grouping.

The Monitor further notes that subsequent to the case conference
it received a request to add an additional grouping to Class A to
include any parties that have elected to participate in MAV1.  
While the Monitor has not included this additional grouping in
its updated list of Class A parties, the Monitor confirms that
each of the parties that has elected to participate in
MAV 1 also falls into one of the other Class A groupings and that
accordingly, the results of the tabulation would be the same had
this additional grouping been added.

The Monitor summarized the results of the vote on the  
Restructuring Resolution:                 

                 Accepting                   Rejecting
         --------------------------  -------------------------
          No. of        Amount        No. of         Amount
Class   Claimants       Held        Claimants        Held
-----   --------- ----------------  ---------   -------------
   A       1,572   C$23,898,232,639       9          C$867,666
          (99.4%)       (100.0%)       (0.6%)            (0.0%)

   B         289      5,046,951,989      70      1,168,136,123
          (80.5%)       (81.2%)       (19.5%)           (18.8%)

The parties included in Class B include several Noteholders for
which the Monitor has information to suggest that they may meet
the definition of an ABCP Dealer.  While the Monitor has included
those parties in Class B for tabulation purposes, it confirms
that even if these parties were re-classified to Class A, there
would be no material change to the voting results.

The Monitor also confirms that, in its assessment, the aggregate
Unconfirmed Votes are not sufficient to alter the tabulation
outcome.

A full-text copy of the Sixth Monitor Report is available for
free at http://bankrupt.com/misc/ABCP_6thMonitorReport.pdf

                      About the ABCP Trusts

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone
Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet
Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust,
Slate Trust, Structured Asset Trust, Structured Investment Trust
III, Symphony Trust, Whitehall Trust are entities based in Canada
that issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately $33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting $32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  

(Canadian ABCP Trusts Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


CAPITAL AUTO: S&P Assigns 'BB' Preliminary Rating on Class D Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Capital Auto Receivables Asset Trust 2008-2's
$1.31 billion asset-backed notes series 2008-2.

The preliminary ratings are based on information as of May 6,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The credit quality of the underlying pool, which has a
        weighted average FICO score of 717.27 and consists of
        prime automobile loans;

     -- The timely interest and principal payments made under
        stressed cash flow modeling scenarios that are consistent
        with the ratings assigned to each class of notes;

     -- The credit enhancement; and
     -- The sound legal structure.

   
                     Preliminary Ratings Assigned
            Capital Auto Receivables Asset Trust 2008-2
   
       Class    Rating   Type    Interest rate*    Amount**
       -----    ------   ----    --------------    --------
       A-1***   A-1+     Senior    N.A.          $237,000,000
       A-2      AAA      Senior    N.A.          $415,000,000
       A-3      AAA      Senior    N.A.          $435,000,000
       A-4      AAA      Senior    N.A.          $155,619,000
       B****    A        Sub       N.A.           $42,849,000
       C****    BBB      Sub       N.A.           $19,776,000
       D****    BB       Sub       N.A.            $6,593,000
   
* The interest rate on each class of notes will be a fixed rate,
   a floating rate, or a combination of both if that class has
   both a fixed- and floating-rate tranche.  If the interest rate
   is floating, the rate will be tied to one-month LIBOR, and the
   trust will enter into a swap agreement with the swap
   counterparty.

** The actual dollar amounts will be determined at pricing.

*** The class A-1 notes will be sold in one or more private
     placements.

**** The class B, C, and D notes may be initially retained by the
      depositor or sold in one or more private placements.

  N.A.  -- Not available.


CAPITAL AUTO: Moody's Puts (P)Ba1 Rating on $6.593MM Notes
----------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
Capital Auto Receivables Asset Trust 2008-2.

The complete rating actions are:

Issuer: Capital Auto Receivables Asset Trust 2008-2

  -- $237,000,000 Class A-1 Asset Backed Notes, rated (P)P-1
  -- $415,000,000 Class A-2 Asset Backed Notes, rated (P)Aaa
  -- $435,000,000 Class A-3 Asset Backed Notes, rated (P)Aaa
  -- $155,619,000 Class A-4 Asset Backed Notes, rated (P)Aaa
  -- $42,849,000 Class B Asset Backed Notes, rated (P)A2
  -- $19,776,000 Class C Asset Backed Notes, rated (P)Baa2
  -- $6,593,000 Class D Asset Backed Notes, rated (P)Ba1

The ratings are based on the quality of the underlying auto loans
and their expected performance, the strength of the transaction's
structure, the enhancement provided by subordination (except for
Class D), overcollateralization of 0.50% as a percentage of the
initial aggregate receivables principal balance, a fully funded
non-declining 0.50% reserve account (also expressed as a
percentage of the initial aggregate receivables principal
balance), available excess spread, and the experience of GMAC LLC
as servicer.


CASH TECH: Unit Completes $3MM Asset Buyout Deal w/ Champion Parts
------------------------------------------------------------------
Cash Technologies Inc.'s subsidiary, CPI Holdings LLC, completed
its acquisition of certain assets of Champion Parts Inc. from PNC
Business Credit Inc. for $2.97 million.  The assets have a book
value of approximately $12.1 million.  PNC is the primary lender
of Champion Parts.

The purchase of the Champion Assets will permit CPI to create a
new business using the Champion name, products, staff, facilities
and national retail distribution network without assuming any
liabilities of the bankrupt entity.

Cash Tech first entered the automotive products market in
November 2004 when its TAP Holdings LLC subsidiary acquired
certain assets of Tomco Auto Products Inc. for $2.5 million.

TAP sold the Tomco assets in November 2006 to Champion for
approximately $10.8 million.  Champion's October 2007 bankruptcy,
caused by an unresolved default in its financing facility with
PNC, created the opportunity for CPI to acquire the combined Tomco
and Champion assets at a substantial discount.

The company relates that the accretive transaction will generate
extraordinary non-cash income and an as-yet undetermined increase
in shareholder equity.  The completion of this transaction is also
a requirement of the company's plan to regain compliance with the
Amex listing qualifications.

CPI has hired the pre-bankruptcy management of Champion to operate
the business.  In addition, CPI intends to expand the Champion
product line to include innovative fuel-efficiency products that
will be marketed under the brand name Champion Performance and
distributed through Champion's extensive retail network consisting
of thousands of stores in the U.S.

"I'm delighted that we have been able to turn the problem created
by the Champion bankruptcy into an opportunity to substantially
increase shareholder equity and other fundamentals, Bruce Korman,
CEO of Cash Technologies, stated.  

"While Champion's core business produced profitability for the
nearly ten years prior to its bankruptcy, we believe that its
nationally recognized brand name and retail presence are perhaps
its greatest assets and can be leveraged to successfully deliver
new fuel-efficiency and other desirable products into the auto
products market," Mr. Korman added.

                     About Champion Parts

Based in Hope, Arkansas, Champion Parts Inc. (OTC:CREBQ)
-- http://www.championparts.net/-- re-manufactures fuel system
components, air conditioning compressors, front wheel drive
assemblies, and other underhood electrical and mechanical products
for the passenger car and light truck, agricultural, heavy-duty
truck and marine parts aftermarket.

The company filed for chapter 11 bankruptcy protection on
Oct. 10, 2007 (Bankr. W.D. Ark. Case No. 07-73253).  James F.
Dowden, Esq. represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it listed total assets of
$26,389,000 and total debts of $25,251,000.

The Court converted Champion Parts Inc.'s Chapter 11 bankruptcy
case to a Chapter 7 liquidation proceeding on Jan. 25, 2008.

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ)
-- http://www.cashtechnologies.com/-- develops and markets
innovative data processing solutions in the healthcare and
financial services industries.

As reported in the Troubled Company Reporter on April 23, 2008,
Cash Technologies Inc.'s consolidated balance sheet at Feb. 29,
2008, showed $5,952,493 in total assets, $11,331,245 in total
liabilities, and ($116,987) in minority interest, resulting in a
$5,261,765 total stockholders' deficit.

At Feb. 29. 2008, the company's consolidated balance sheet also
showed $1,371,405 in total current assets available to pay
$9,883,025 in total current liabilities.

                      Going Concern Doubt

Vasquez & Company LLP expressed substantial doubt about Cash
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm noted that the company
has suffered significant recurring losses and is in immediate need
of substantial working capital to continue its business and
operations.

At Feb, 29, 2008, the company had a working capital deficit of
$8,511,620 compared to working capital deficit of $6,662,505 at
May 31, 2007.  The large change is a direct result of a write off
of the Champion note receivable.  

To date, the company has been funding its operations primarily
through the issuance of equity in private placement transactions
with existing stockholders or affiliates of stockholders.


C-BASS: Fitch Lowers Ratings on $54.5 Million Certificates
----------------------------------------------------------
Fitch Ratings has taken rating actions on C-BASS Mortgage Loan
Trust mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are removed.  Affirmations total $709.7 million and
downgrades total $54.5 million.  Additionally, $3.3 million was
placed on Rating Watch Negative.

C-BASS 2003-RP1
  -- $1.9 million class A affirmed at 'AAA';
  -- $13.5 million class M-1 affirmed at 'AA+';
  -- $2.7 million class M-2 downgraded to 'BB' from 'A+';
  -- $2.1 million class B-1 downgraded to 'C/DR4' from 'BB';
  -- $1.3 million class B-2 downgraded to 'C/DR6' from 'CCC/DR2';

C-BASS 2004-RP1
  -- $8.1 million class M-1 affirmed at 'AA+';
  -- $4.4 million class M-2 affirmed at 'AA';
  -- $3.8 million class M-3 affirmed at 'AA-';
  -- $5.4 million class B-1 affirmed at 'A-';
  -- $3.5 million class B-2 affirmed at 'BBB+';

C-BASS 2005-RP1
  -- $6.3 million class AF-2 affirmed at 'AAA';
  -- $12.8 million class AF-3 affirmed at 'AAA';
  -- $7.9 million class AV affirmed at 'AAA';
  -- $10.2 million class M1 affirmed at 'AA';
  -- $6.5 million class M2 affirmed at 'A';
  -- $4.7 million class M3 affirmed at 'A-';
  -- $3.6 million class B-1 affirmed at 'BBB+';
  -- $3.3 million class B-2 rated 'BB', placed on Rating Watch
Negative;

C-BASS 2005-RP2
  -- $7.5 million class AF-1 affirmed at 'AAA';
  -- $8.4 million class AF-2 affirmed at 'AAA';
  -- $12.0 million class AF-3 affirmed at 'AAA';
  -- $2.9 million class AV-1 affirmed at 'AAA';
  -- $22.0 million class AV-2 affirmed at 'AAA';
  -- $13.1 million class M-1 affirmed at 'AA';
  -- $7.9 million class M-2 affirmed at 'A';
  -- $6.1 million class M-3 affirmed at 'A-';
  -- $3.9 million class B-1 downgraded to 'BBB' from 'BBB+';
  -- $3.5 million class B-2 downgraded to 'BBB-' from 'BBB';

C-BASS 2006-RP1
  -- $49.6 million class A-1 affirmed at 'AAA';
  -- $72.2 million class A-2 affirmed at 'AAA';
  -- $16.6 million class M-1 affirmed at 'AA+';
  -- $14.0 million class M-2 affirmed at 'A+';
  -- $4.0 million class M-3 affirmed at 'A';
  -- $5.0 million class B-1 affirmed at 'A-';
  -- $3.6 million class B-2 affirmed at 'BBB+';
  -- $4.6 million class B-3 downgraded to 'BBB-' from 'BBB';
  -- $4.2 million class B-4 downgraded to 'BB' from 'BBB-';

C-BASS 2006-RP2
  -- $51.5 million class A1 affirmed at 'AAA';
  -- $65.9 million class A2 affirmed at 'AAA';
  -- $14.0 million class A3 affirmed at 'AAA';
  -- $14.8 million class A4 affirmed at 'AAA';
  -- $19.4 million class M1 affirmed at 'AA';
  -- $15.1 million class M2 affirmed at 'A';
  -- $4.6 million class M3 affirmed at 'A-';
  -- $4.8 million class B1 affirmed at 'BBB+';
  -- $3.5 million class B2 affirmed at 'BBB';
  -- $4.8 million class B3 downgraded to 'BB' from 'BBB-';

C-BASS 2007-RP1
  -- $130.4 million class A affirmed at 'AAA';
  -- $22.9 million class M-1 affirmed at 'AA+';
  -- $19.2 million class M-2 affirmed at 'A+';
  -- $5.8 million class M-3 affirmed at 'A';
  -- $6.1 million class M-4 downgraded to 'BBB' from 'A-';
  -- $4.2 million class M-5 downgraded to 'BB+' from 'BBB+';
  -- $7.5 million class M-6 downgraded to 'BB' from 'BBB';
  -- $9.5 million class B downgraded to 'B' from 'BBB-'


CHAMPION PARTS: Assets Sold to CPI Holdings for $3MM
-----------------------------------------------------
Champion Parts Inc. disclosed that Cash Technologies Inc.'s CPI
Holdings LLC subsidiary completed the acquisition of certain
assets of Champion Parts from PNC Business Credit Inc. for $2.97
million which have a book value of approximately $12.1 million.  
PNC is the primary lender of Champion Parts.

The purchase of the Champion Assets will allow CPI to create a new
business using the venerable Champion name, products, staff,
facilities and national retail distribution network without
assuming any liabilities of the bankrupt entity.

Cash Tech first entered the automotive products market in
November 2004 when its TAP Holdings LLC subsidiary acquired
certain assets of Tomco Auto Products Inc. for $2.5 million.

TAP sold the Tomco assets in November 2006 to Champion for
approximately $10.8 million.  Champion's October 2007 bankruptcy,
caused by an unresolved default in its financing facility with
PNC, created the opportunity for CPI to acquire the combined Tomco
and Champion assets at a substantial discount.

Champion Parts related that the accretive transaction will provide
CPI extraordinary non-cash income and an as-yet undetermined
increase in shareholder equity.  The completion of this
transaction is also a requirement of Cash Technolgies' plan to
regain compliance with the Amex listing qualifications.

CPI has hired the pre-bankruptcy management of Champion to operate
the business.  In addition, CPI intends to expand the Champion
product line to include innovative fuel-efficiency products that
will be marketed under the brand name Champion Performance and
distributed through Champion's extensive retail network consisting
of thousands of stores in the U.S.

"I'm delighted that we have been able to turn the problem created
by the Champion bankruptcy into an opportunity to substantially
increase shareholder equity and other fundamentals, Bruce Korman,
CEO of Cash Technologies, stated.  

"While Champion's core business produced profitability for the
nearly ten years prior to its bankruptcy, we believe that its
nationally recognized brand name and retail presence are perhaps
its greatest assets and can be leveraged to successfully deliver
new fuel-efficiency and other desirable products into the auto
products market," Mr. Korman added.

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ)
-- http://www.cashtechnologies.com/-- develops and markets
innovative data processing solutions in the healthcare and
financial services industries.

As reported in the Troubled Company Reporter on April 23, 2008,
Cash Technologies Inc.'s consolidated balance sheet at Feb. 29,
2008, showed $5,952,493 in total assets, $11,331,245 in total
liabilities, and ($116,987) in minority interest, resulting in a
$5,261,765 total stockholders' deficit.

At Feb. 29. 2008, the company's consolidated balance sheet also
showed $1,371,405 in total current assets available to pay
$9,883,025 in total current liabilities.

                      About Champion Parts

Based in Hope, Arkansas, Champion Parts Inc. (OTC:CREBQ)
-- http://www.championparts.net/-- remanufactures fuel system
components, air conditioning compressors, front wheel drive
assemblies, and other underhood electrical and mechanical products
for the passenger car and light truck, agricultural, heavy-duty
truck and marine parts aftermarket.

The company filed for chapter 11 bankruptcy protection on
Oct. 10, 2007 (Bankr. W.D. Ark. Case No. 07-73253).  James F.
Dowden, Esq. represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it listed total assets of
$26,389,000 and total debts of $25,251,000.

The Court converted Champion Parts Inc.'s Chapter 11 bankruptcy
case to a Chapter 7 liquidation proceeding on Jan. 25, 2008.


CONGOLEUM CORP: March 31 Balance Sheet Upside-Down by $45 Million
-----------------------------------------------------------------
Congoleum Corporation's balance sheet at March 31, 2008, showed
total assets of $172.628 million and total liabilities of
$217.4 million, resulting in a total stockholders' deficit of
about $44.8 million.

The company reported net income for the quarter of $1.7 million,
compared with a net loss of $351,000 in the first quarter of 2007.

The loss for the three months ended March 31, 2007, includes
$2.8 million of interest on Congoleum's 8-5/8% Senior Notes.  
Under the terms of its pending reorganization plan, Congoleum will
not pay interest on the Senior Notes for the period commencing
with the filing of its bankruptcy.

In the fourth quarter of 2007, Congoleum reversed the post-
bankruptcy interest it had recorded on the Senior Notes.  
Congoleum is no longer recording interest expense on the Senior
Notes, and there was no interest expense on the Senior Notes in
the three months ended March 31, 2008.

During the first quarter of 2008, Congoleum received a payment of
$10.1 million, including $1.0 million of interest, on a note for
settlement of a legal fee disgorgement.  The $1.0 million of
interest income is included in net income for the three months
ended March 31, 2008.

"Given the sharp deterioration in economic conditions versus the
first quarter of 2007, I am very pleased that we were able to hold
our sales decline to under 4%," Roger S. Marcus, chairman of the
board, commented.  "All three of our markets -- manufactured
housing, new construction, and remodeling -- are down to a much
greater degree, in excess of 20% by my estimate.  The relative
strength of our own performance in this climate reflects the
continued sales growth of our unique Dura products, well as new
marketing initiatives launched in the fourth quarter of 2007 and
the benefit of selling price increases."

"We have maintained our operating expenses at the reduced levels
established last year, despite inflationary pressures on medical
benefits and other costs," Mr. Marcus continued.  "Unfortunately,
raw material costs have escalated significantly with the price of
oil, and we were only able to partly mitigate this through
continued improvements in manufacturing efficiency and pricing
actions, resulting in a gross margin decline of 1.5% of net sales
versus the first quarter of 2007."

"While this is unquestionably one of the most difficult periods we
have ever faced in terms of market conditions, the steps we have
taken to reduce our break-even point have served us well," added
Mr. Marcus.  "We have been able to offset much of the impact of
lower sales volume and higher raw material costs that we have
experienced.  These efforts should help assure our viability not
only through this severe downturn, but also position us to take
significant advantage of the recovery when it comes."  

"In addition to a lean cost structure, we also have the benefit of
significant liquidity which was augmented by the $10.1 million
legal fee disgorgement we collected in March," Mr. Marcus said.  
"We ended the quarter with over $29 million in cash."

"Our employees deserve tremendous credit for the results achieved
in this economic environment, especially given the extra
challenges presented by our reorganization proceedings,"  stated
Mr. Marcus.  "On that front, I am pleased to report that the
reorganization plan has been distributed for voting and initial
results of the voting are encouraging.  All creditor groups have
shown their commitment to remaining on schedule for the June 26th
confirmation hearing, and I remain hopeful that Congoleum will
emerge from bankruptcy some time this year."

                       About Congoleum Corp.

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

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

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

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

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

                         Going Concern Doubt

As reported in the Troubled Company Reporter on April 28, 2008,
in Congoleum Corp.'s 2007 annual report filed with the U.S.
Securities and Exchange Commission, the company's management said
there is "substantial doubt about the company's ability to
continue as a going concern unless it obtains relief from its
substantial asbestos liabilities through a successful
reorganization under Chapter 11 of the Bankruptcy Code."

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

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


COREY LANDINGS: Wants to Hire Berger Singerman as Bankr. Counsel
----------------------------------------------------------------
Corey Landings Development, LLC asks permission from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Berger Singerman P.A. as its general bankruptcy counsel.

Berger Singerman will provide necessary legal services required in
the administration of the the Debtor's estate.

Arthur J. Spector, Esq., a shareholder at Berger Singerman, tells
the Court that the firm's professionals bill these hourly rates:

      Arthur J. Spector        $480
      Debi Evans Galler        $375
      Paralegals               $75 - $170

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

Based in St. Petersburg, Florida, Corey Landings Development, LLC
develops real estate property.  The company filed for Chapter 11
protection on March 14, 2008 (Bankr. M.D. Fla. Case No. 08-03353).  
Arthur J. Spector, Esq., at Berger Singerman, represents the
company in its restructuring efforts.  When the company filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million, and estimated debts of $50 million
to $100 million.


CORONADO CDO: Fitch Cuts Ratings on Two Note Classes from BBB to B
------------------------------------------------------------------
Fitch downgraded six classes of notes issued by Coronado CDO, Ltd.  
Four classes of notes remain on Rating Watch Negative.  These
rating actions are effective immediately:

  -- $277,331,614 class A-1 notes downgraded to 'AA' from 'AAA';
     removed from Rating Watch Negative;

  -- $3,678,138 class A-2 notes downgraded to 'AA' from 'AAA';
     removed from Rating Watch Negative;

  -- $62,000,000 class B-1 notes downgraded to 'BB' from 'AA';
     remains on Rating Watch Negative;

  -- $15,000,000 class B-2 notes downgraded to 'BB' from 'AA';
     remains on Rating Watch Negative;

  -- $6,750,000 class C-1 notes downgraded to 'B' from 'BBB';
     remains on Rating Watch Negative;

  -- $13,500,000 class C-2 notes downgraded to 'B' from 'BBB';
     remains on Rating Watch Negative.

Coronado is a collateralized debt obligation that closed on
Sept. 4, 2003 and is managed by Western Asset Management Company.  
Coronado's reinvestment period ended in March 2007.  Coronado has
a portfolio comprised primarily of subprime residential mortgage-
backed securities bonds (42.7%), asset-backed securities (16.1%),
commercial mortgage-backed securities (15.4%), prime RMBS (11.1%),
Alternative-A RMBS (5.1%), CDOs (3.8%) and other structured
finance assets.  Subprime RMBS bonds of the 2005, 2006, and 2007
vintages account for approximately 7.8%, 12.8%, and 1.9% of the
portfolio, respectively.  Alt-A RMBS of the 2005, 2006 and 2007
vintages total approximately 4.5% of the portfolio.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically with regards to
subprime RMBS and Alt-A RMBS.  Since Fitch's last review in May
2007, approximately 21.1% of the portfolio has been downgraded
with 3.2% of the portfolio currently on Rating Watch Negative.  
Approximately 16.7% of the portfolio is currently rated below
investment grade.

The classes A-1 and A-2 notes are insured via an unconditional,
irrevocable financial guarantee from MBIA Insurance Corporation
(Insurer Financial Strength rated 'AA', Rating Outlook Negative by
Fitch).  The rating of the classes A-1 and A-2 notes reflect the
current rating of MBIA Insurance Corporation as guarantor of the
notes.

The Rating Watch Negative reflects the continued credit
deterioration in subprime RMBS, as well as growing concerns with
the performance of Alt-A RMBS.  Additionally, Fitch is reviewing
its structured finance CDO approach and will comment separately on
any changes and potential rating impact at a later date.

The ratings of the classes A-1, A-2, B-1, and B-2 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-1 and C-2 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.


CSFB MORTGAGE: Fitch Cuts Ratings on $97.6 Million Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on CSFB mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed from
Rating Watch Negative.  Affirmations total $608.4 million and
downgrades total $97.6 million.

CSFB 2004-CF2 Group 1
  -- $2.4 million class I-A-1 affirmed at 'AAA';
  -- $19.2 million class I-A-2 affirmed at 'AAA';
  -- $8.5 million class I-M-1 affirmed at 'AA+';
  -- $6.2 million class I-M-2 affirmed at 'A+';
  -- $4.3 million class I-B affirmed at 'BBB+';

CSFB 2004-CF2 Group 2
  -- $3.5 million class II-A-1 affirmed at 'AAA';
  -- $1.6 million class II-A-2 affirmed at 'AAA';
  -- $0.8 million class II-A-3 affirmed at 'AAA';
  -- $8.7 million class II-M-1 affirmed at 'AA+';
  -- $6.1 million class II-M-2 affirmed at 'A+';
  -- $5.3 million class II-B affirmed at 'BBB+';

CSFB 2005-CF1
  -- $5.8 million class A-2 affirmed at 'AAA';
  -- $28.3 million class A-3 affirmed at 'AAA';
  -- $22.6 million class M-1 affirmed at 'AA';
  -- $12.5 million class M-2 affirmed at 'A';
  -- $10.3 million class B affirmed at 'BBB';

CSMC 2006-CF1
  -- $75.3 million class A-1 affirmed at 'AAA';
  -- $14.6 million class M-1 affirmed at 'AA';
  -- $8.7 million class M-2 affirmed at 'A';
  -- $4.3 million class B-1 downgraded to 'BBB-' from 'BBB+';
  -- $1.3 million class B-2 downgraded to 'BB' from 'BBB';
  -- $2.6 million class B-3 downgraded to 'BB-' from 'BBB-';

CSMC 2006-CF2
  -- $54.0 million class A-1 affirmed at 'AAA';
  -- $12.5 million class M-1 affirmed at 'AA+';
  -- $3.8 million class M-2 affirmed at 'AA';
  -- $7.0 million class M-3 affirmed at 'AA-';
  -- $6.5 million class B-1 downgraded to 'A-' from 'A';
  -- $3.9 million class B-2 downgraded to 'BB' from 'BBB+';
  -- $3.5 million class B-3 downgraded to 'B' from 'BBB';

CSMC 2006-CF3
  -- $66.2 million class A-1 affirmed at 'AAA';
  -- $12.5 million class M-1 affirmed at 'AA';
  -- $3.8 million class M-2 affirmed at 'AA-';
  -- $6.4 million class M-3 affirmed at 'A';
  -- $5.6 million class M-4 affirmed at 'BBB+';
  -- $2.2 million class M-5 affirmed at 'BBB';
  -- $2.6 million class M-6 downgraded to 'BB-' from 'BBB-';
  -- $0.7 million class B-1 downgraded to 'B' from 'BB';

Credit Suisse Mortgage Corporation Trust 2007-CF1
  -- $189.8 million class A affirmed at 'AAA';
  -- $29.7 million class M-1 downgraded to 'AA-'from 'AA';
  -- $19.2 million class M-2 downgraded to 'BBB+' from 'A';
  -- $9.3 million class M-3 downgraded to 'BBB-'from 'BBB+';
  -- $4.3 million class M-4 downgraded to 'BB' from 'BBB';
  -- $3.4 million class M-5 downgraded to 'BB-' from 'BBB-'.


DIAMOND GLASS: Trustee Appoints Five Members to Creditors Panel
---------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed
five members to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Diamond Glass Inc. and DT Subsidiary Corp.

The Committee members are:

   1) U.S. National Association as Indenture Trustee
      Attn: Laura L. Moran, Vice-President
      One Federal Street Ex-Ma-Fed
      Boston, MA 02110
      Tel: (617) 603-6429
      Fax: (617) 603-6640

   2) Plainfield Special Situations Master Fund, Ltd.
      Attn: Thomas Walper
      55 Railroad Avenue
      Greenwich, CT 06830
      Tel: (203) 302-1737
      Fax: (203) 302-1779

   3) Newport Global Advisors
      Attn: Ryan L. Langdon
      21 Waterway Avenue, Suite 150
      The Woodlands, TX 77380
      Tel: (713) 559-7400
      Fax: (713) 559-7499

   4) SIKA Corporation
      Attn: Jacqueline Lumley
      201 Polito Avenue
      Lyndhurst, NJ 07071
      Tel: (201) 508-6607
      Fax: (201) 804-1075

   5) Pilkington North America, Inc.
      Attn: Jeffery T. Bowman
      811 Madison Avenue
      Toledo, OH 43604
      Tel: (419) 247-4839
      Fax: (419) 247-3941

                       About Diamond Glass

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

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


DOLE FOOD: Posts $28.9 Million Net Loss in 1st Qtr. Ended March 22
------------------------------------------------------------------
Dole Food Company Inc. reported a net loss of $28.9 million for
the first quarter ended March 22, 2008, compared to a net loss of
$10.2 million for the same period ended March 24, 2007.

For the quarter ended March 22, 2008, revenues increased 13% to
$1.8 billion from $1.6 billion for the quarter ended March 24,
2007.  The company attributed the increase in revenues to higher
worldwide sales of fresh fruit and packaged food products in North
America and Asia.

                       Operating Income

For the quarter ended March 22, 2008, operating income increased
to $50.2 million from $33.5 million for the quarter ended
March 24, 2007.  The increase was primarily attributable to better
pricing in the company's worldwide banana operations, European
ripening and distribution business, as well as improvements in the
company's packaged salads and packaged foods businesses.

         Interest Income and Other Income (Expense), Net

For the quarter ended March 22, 2008, interest income and other
income (expense), net was an expense of $26.9 million compared to
income of $3.2 million in the prior year.  The change was
primarily due to an unrealized loss of $32.4 million recorded on
the company's cross currency swap in 2008 compared to an
unrealized loss of $1.8 million recorded in 2007.

                         Interest Expense

Interest expense for the quarter ended March 22, 2008, was
$43.5 million compared to $44.2 million for the quarter ended
March 24, 2007.  Interest expense decreased primarily as a result
of lower borrowing rates on the company's secured debt facilities
partially offset by the impact of additional borrowings.

                           Income Taxes

The company recorded $9.1 million of income tax expense on
$20.2 million of pretax losses from continuing operations for the
quarter ended March 22, 2008.  

Income tax expense for the quarter included $5.4 million recorded
to establish a valuation allowance against deferred income tax
assets in Ecuador which, as a result of a recently enacted tax
law, have been determined to not be recoverable.  Additionally,
income tax expense included interest expense of $2.8 million (net
of associated income tax benefits of approximately $1.3 million)
related to the company's unrecognized tax benefits.

The income tax expense for the quarter ended March 24, 2007, was
$2.0 million, including interest expense of $2.4 million (net of
associated income tax benefits of approximately $1.5 million)
related to the company's unrecognized tax benefits.  

                 Liquidity and Capital Resources

For the quarter ended March 22, 2008, cash flows used in operating
activities were $62.8 million compared to cash flows used in
operating activities of $42.1 million for the quarter ended
March 24, 2007.  Cash flows used in operating activities were
$20.7 million higher, primarily due to higher levels of accounts
receivable resulting mainly from increased sales in the fresh
fruit segment.  This change was partially offset by higher accrued
liabilities due in part to the timing of payments.

The company had a cash balance and available borrowings under the
asset based revolving credit facilit ("ABL revolver") of
$94.9 million and $108.1 million, respectively, at March 22, 2008.  
The company believes that its existing cash balance and available
borrowing capacity under the ABL revolver together with its future
cash flow from operations, planned asset sales and access to
capital markets will enable it to meet its working capital,
capital expenditure, debt maturity and other commitments and
funding requirements during the next twelve months.  

The company has $350.0 million of unsecured notes maturing May 1,
2009.  The company is working with its bankers and advisors to
assess various alternatives available for addressing this
maturity.  At this time, the company plans to replace these notes
with newly issued notes before the end of the year.  In addition,
the company is evaluating retiring up to $50.0 million of these
unsecured notes with available funds, as allowed under the
existing terms of its credit agreements.

                          Balance Sheet

At March 22, 2008, the company's consolidated balance sheet showed
$4.8 billion in total assets, $4.5 billion in total liabilities,
and $297.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 22, 2008, are available for
free at http://researcharchives.com/t/s?2b91

                         About Dole Food

Based in Westlake Village, California, Dole Food Company Inc. --
http://www.dole.com/ -- is the world's largest producer and   
marketer of high-quality fresh fruit, fresh vegetables and fresh-
cut flowers.  Dole markets a growing line of packaged and frozen
foods and is a produce industry leader in nutrition education and
research.

                          *     *     *

Dole Food Company Inc. carries Moody's Investors Service's Caa1
Senior Unsecured Debt rating assigned on Feb. 25, 2008.  Rating
holds to date.


EOS AIRLINES: Wants to Hire Kurtzman Carson as Claims Agent
-----------------------------------------------------------
EOS Airlines Inc. asks permission from the U.S. Bankruptcy Court
for the Southern District of New York to employ Kurtzman Carson
Consultants LLC as its claims, noticing, and balloting agent.

KCC will perform various noticing, claims management and
reconciliation, disbursement and other services, if necessary, at
the request of the Debtor or the Clerk's Office.

James M. Le, the chief operating officer at Kurtzman Carson, tells
the Court that it will receive from the Debtor a $15,000 evergreen
retainer for services to be rendered, as well as expense
reimbursement.  Documents submitted to the Court did not disclose
the specific hourly consulting fees of the firm.

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

                       About EOS Airlines

Based in Staten Island, New York, Eos Airlines Inc. --
http://www.eosairlines.com/-- is a transatlantic airline that    
offers flights between New Yorks John F. Kennedy International
Airport and London's Stansted Airport.  As of April 26, 2008,
Eos operated 31 weekly flights between JFK and Stansted.  

The company filed for Chapter 11 protection April 26, 2008
(Bankr. S.D.N.Y. Case No.08-22581).  Stephen D. Lerner, Esq., at
Squire Sanders & Dempsey, LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
against it creditors, it listed total assets of US$70,233,455
and total debts of US$34,858,485.

In connection with the Chapter 11 bankruptcy filing, Menzies
Corporate Restructuring was appointed as joint administrators in
the U.K.


EOS AIRLINES: Seeks to Hire Alvarez & Marsal as Financial Advisor
-----------------------------------------------------------------
EOS Airlines Inc. asks permission from the U.S. Bankruptcy Court
for the Southern District of New York to employ Alvarez & Marsal
Transaction Advisory Group LLC as its financial advisor, nunc pro
tunc to April 26, 2008.

Alvarez & Marsal will, among others, give assistance in developing
a 13-week cash flow forecast in order to assess short-term cash
flow needs, assist in the development of contingency plans and
vendor management, and assist in the Debtor's preparation of
financial statements.

Mark Dominic Alvarez, a managing director at Alvarez & Marsal,
tells the Court that the firm's professionals bill these hourly
rates:

      Managing Directors     $550 - $750
      Directors              $400 - $550
      Associates             $300 - $450
      Analysts               $175 - $300

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

                       About EOS Airlines

Based in Staten Island, New York, Eos Airlines Inc. --
http://www.eosairlines.com/-- is a transatlantic airline that    
offers flights between New Yorks John F. Kennedy International
Airport and London's Stansted Airport.  As of April 26, 2008,
Eos operated 31 weekly flights between JFK and Stansted.  

The company filed for Chapter 11 protection April 26, 2008
(Bankr. S.D.N.Y. Case No.08-22581).  Stephen D. Lerner, Esq., at
Squire Sanders & Dempsey, LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
against it creditors, it listed total assets of US$70,233,455
and total debts of US$34,858,485.

In connection with the Chapter 11 bankruptcy filing, Menzies
Corporate Restructuring was appointed as joint administrators in
the U.K.


EXECUTE SPORTS: March 31 Balance Sheet Upside-Down by $1.6 Million
------------------------------------------------------------------
Execute Sports Inc.'s consolidated balance sheet at March 31,
2008, showed $5,914,108 in total assets and $7,536,243 in total
liabilities, resulting in a $1,622,135 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $645,148 in total current assets
available to pay $3,111,899 in total current liabilities.

The company reported a net loss of $570,823 for the first quarter
ended March 31, 2008, compared with a net loss of $465,511 for the
same period last year.  Results for 2007 includes a net gain of
$206,691 recognized by the company upon the disposition of the
Academy brand.

Net Sales for the three months ended March 31, 2008, and 2007,
were $1,804,954 and $553,482, respectively, representing a
$1,251,472, or 226.0% increase.  The three month year-over-year
increase is due to $1,475,731 of sales related to Sugar Sand boats
that were not part of the company's product portfolio during the
same period in the previous year.  

Gross margin for the three months ended March 31, 2008, and 2007,
was $153,700, or 9.0% of revenue, and $212,535, or 38.0% of
revenue, respectively.  The $58,835 decrease in gross margin over
the previous year was primarily due to Sugar Sand sales which have
approximately a 5% gross margin compared to watersports whose
gross margin is higher than Sugar Sand boats at 24,0% and 38.0%
during the three months ended March 31, 2008, and 2007,
respectively.

Net loss from continuing operations for the three months ended
March 31, 2008, and 2007, was $570,823 and $672,202, respectively,
representing a $101,379, or 15.0% decrease in the net loss from
continuing operations compared to the same period last year.  The
improvement in net loss from continuing operations is due
primarily to decreased amortization costs related to the company's
convertible debentures.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2b8e

                     Going Concern Disclaimer

Bedinger & Company, in Concord, Calif., expressed substantial
doubt about Execute Sports Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations.

The company has financed its operations since inception primarily
through a combination of debt and equity financing.  During the
three months ended March 31, 2008, the company had a net decrease
in cash of $321,153.  Total cash resources as of March 31, 2008,
were $78,102, compared with $399,255 at Dec. 31, 2007.  The
company said that currently it does not have sufficient funds to
continue for the next twelve months.

                       About Execute Sports

Headquartered in Torrance, Calif., Execute Sports Inc. (OTC BB:
EXCS) -- http://www.executesports.com/-- engages in the design,  
manufacture, and sale of water sports products for the power
sports and action sports markets in the United States and
internationally.  Its water sports products include vests,
wetsuits, rash guards, wake skates, and accessories, which are
marketed under the Execute brand name to the wake board and ski
markets.

The company markets its products through a network of independent
dealers in the United States and through various distributors
internationally.  It also sells its products through online
retailers, as well as through sporting goods stores, marine
dealers, and independently owned pro shops.  


FAIRCHILD SEMICONDUCTOR: S&P Lifts Ratings on Debt Refinancing
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on South Portland, Maine-based Fairchild Semiconductor
International Inc. to 'BB' from 'BB-'.  The outlook is stable.

At the same time, S&P affirmed the 'BB' issue-level rating on
Fairchild Semiconductor Corp.'s senior secured credit facilities
following the company's proposed $100 million add-on to its
$375 million term loan.  The recovery rating has been revised to
'3', indicating the expectation for meaningful (50% to 70%)
recovery in the event of a payment default, from '2'.  The secured
financing will consist of a $475 million term loan and a
$100 million revolving credit facility upon close.  The new debt
will be issued under the existing credit agreement.
     
Standard & Poor's also raised its issue-level rating on Fairchild
Semiconductor Corp.'s senior subordinated debt to 'B+' (two
notches below the 'BB' corporate credit rating on parent company
Fairchild Semiconductor International) from 'B'.  The recovery
rating on this debt remains unchanged at '6', indicating the
expectation for negligible (0% to 10%) recovery in the event of a
payment default.  S&P will withdraw both of these ratings upon
redemption.
     
The rating actions follow the company's announcement that it will
refinance $200 million of maturing senior subordinated debt with
the proposed new senior secured debt, $50 in million cash, and a
draw on its revolving credit facility.  Pro forma for the
refinancing, leverage improves to about 1.8x, from 2.2x as of
March 31, 2008.  In addition to the modest impact that the
refinancing will have on leverage, operational trends continue to
improve modestly.
     
"The rating on Fairchild reflects the company's low margins
relative to peers, modest scale, and challenges to improving its
product mix," said Standard & Poor's credit analyst Lucy
Patricola.  "These factors are offset partially by a solid
financial profile, selected market strength, and diverse end
markets."

Fairchild is a vertically integrated manufacturer of a wide
variety of power and logic analog semiconductors and integrated
circuits.


FEDERAL-MOGUL: Posts $32 Million Net Loss in 2008 First Quarter
---------------------------------------------------------------
Federal-Mogul Corp. reported its first quarter 2008 financial
results with record quarterly sales of $1.86 billion, an increase
of 8% over the same period of the prior year.  According to a
company press release, during the first quarter, the company
recorded a one-time, non-cash charge of $68 million relating to
re-valuation of inventory, as required by fresh start reporting
following emergence from Chapter 11 in December 2007.  

The company reported a net loss of $32 million as compared to net
income of $5 million in the first quarter of 2007.  Without the
inventory charge and the associated tax impact, net income would
have been $32 million, or 2% of sales.  Approximately $206 million
or 11% for Q1 2008, up from the same period in 2007 when the
company reported Operational EBITDA of $199 million.

                       Financial Summary
                          (in millions)

                                                Three Months
                                               Ended March 31
                                               --------------
                                                2008    2007
                                               ------  ------
  Net sales                                    $1,859  $1,716
  Gross margin                                    266     308
  Adjusted gross margin                           335     308
  Selling, general & admin expenses              (209)   (207)
  Net income (loss)                               (32)      5
  Adjusted net income                              32       5
  Operational EBITDA                              206     199

During the quarter, sales were $1.86 billion, up $143 million, or
eight percent above the same period in 2007.  The sales results
were impacted by favorable currency exchange of $120 million and
increased sales of $23 million, principally to European original
equipment vehicle manufacturers.  The company continues to
benefit from strong new business bookings with balanced regional
sales and a globally diverse customer base with no single
customer accounting for more than seven percent of global sales
as of Dec. 31, 2007.

Federal-Mogul realized a gross margin of $266 million or 14.3% of
sales in the first quarter of 2008, versus $308 million or 17.9%
of sales in the first quarter of 2007.  The gross margin was
unfavorably impacted by a $68 million, non-cash inventory
adjustment previously discussed.  Without the inventory
adjustment, gross margin for the quarter would have been
$335 million, or 9% above the prior year and at 18% of sales.  
This improvement shows that the company maintained its operating
performance in spite of ongoing raw materials, energy and other
general industry cost pressure.

Selling, general and administrative expense for the quarter was
$209 million, in comparison to $207 million in the same period in
2007.  SG&A as a percentage of sales was favorably reduced in the
first quarter of 2008 to 11.2% compared to 12.1% in the same
period a year ago.  The change in SG&A comprised a reduction of
$8 million offset by unfavorable currency exchange of $10 million
during the quarter.

Federal-Mogul reported cash flow for the first quarter of 2008 of
$49 million, which compares favorably to $12 million in the same
period of 2007.

On April 23, Federal-Mogul listed its Class A Common Stock on the
NASDAQ Global Market, and will trade under the symbol "FDML."

"We are pleased to report a strong quarter, which shows the
benefits of our solid operating performance, combined with our
customer, regional and product line diversification.  More than
60 percent of our revenue in the quarter was generated outside
the U.S.," said President and Chief Executive Officer Jose Maria
Alapont.  "The operational EBITDA is improved as a result of our
restructuring and cost-reduction efforts as outlined in our
strategy for sustainable global profitable growth."

At March 31, 2008, the Federal-Mogul's balance sheet total assets
of $8,245,200,000 and total liabilities of $6,080,300,000,
resulting in a $2,164,900,000 billion stockholders' equity.

A full-text-copy of Federal-Mogul Corp.'s First Quarter 2008
Results filed on Form 10-Q is available at no charge at:

               http://ResearchArchives.com/t/s?2b8a

Federal-Mogul Corporation -- http://www.federal-mogul.com/--         
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.  (Federal-Mogul Bankruptcy News, Issue No. 167; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or       
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Moody's Investors Service confirmed the ratings of the reorganized
Federal-Mogul Corporation -- Corporate Family Rating, Ba3;
Probability of Default Rating, Ba3; and senior secured bank credit
facilities, Ba2.  The outlook is stable.  The financing for the
company's emergence from Chapter 11 bankruptcy protection has been
funded in line with the structure originally rated by Moody's in a
press release dated Nov. 28, 2007.

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Southfield, Michigan-based Federal-Mogul Corp.
following the company's emergence from Chapter 11 on Dec. 27,
2007.  The outlook is stable.


FEDERAL-MOGUL: PepsiAmericas Seeks Court OK on $6MM Claims Payment
------------------------------------------------------------------
PepsiAmericas, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to allow Claim Nos. 6093 and
6441 as administrative priority expense claims and to direct
Federal-Mogul Corp. and its debtor-affiliates to pay those claims.  
The Claims assert damages, aggregating more than $6,000,000,
arising from:

   -- the Reorganized Debtors' alleged breach of a purchase
      agreement with PepsiAmericas' predecessor; and

   -- damages incurred by PepsiAmericas as a result of a
      lawsuit the Reorganized Debtors filed in an Ohio state
      court relating to certain insurance policies.

Kirk T. Hartley, Esq., at Butler Rubin Saltarelli & Boyd LLP, in
Chicago, Illinois, asserts that the Claims are administrative
claims and PepsiAmericas has a right to recover for its losses as
administrative claims.

Mr. Hartley relates that in December 2007, the Debtors filed an
insurance coverage complaint in an Ohio state court seeking
recovery from various insurers for expenses incurred in
connection with various "environmental sites." The State Court
Action includes allegations regarding the purported rights of the
Debtors to recover monies from insurance policies issued to
PepsiAmericas.

Mr. Hartley asserts that by filing the State Court Action, the
Reorganized Debtors have trespassed against the chattels of
PepsiAmericas and have caused harm to PepsiAmericas.

Mr. Hartley tells the Court that one of the insurer defendant,
Liberty Mutual Insurance Company, demanded from PepsiAmericas
reimbursement of all expenses and losses it incurred in
connection with the State Court Action.  He says the Reorganized
Debtors have provided to PepsiAmericas some indications that they
intend to limit or dismiss the claims in the State Court Action
in the future.  However, Mr. Hartley notes that there is no
concrete assurances that the Debtors will accomplish a dismissal
at a certain time.

Federal-Mogul Corporation -- http://www.federal-mogul.com/--         
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.  (Federal-Mogul Bankruptcy News, Issue No. 167; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or       
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Moody's Investors Service confirmed the ratings of the reorganized
Federal-Mogul Corporation -- Corporate Family Rating, Ba3;
Probability of Default Rating, Ba3; and senior secured bank credit
facilities, Ba2.  The outlook is stable.  The financing for the
company's emergence from Chapter 11 bankruptcy protection has been
funded in line with the structure originally rated by Moody's in a
press release dated Nov. 28, 2007.

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Southfield, Michigan-based Federal-Mogul Corp.
following the company's emergence from Chapter 11 on Dec. 27,
2007.  The outlook is stable.


GENERAL MOTORS: Resumes Labor Talks with UAW Local 31 in Kansas
---------------------------------------------------------------
General Motors Corp. and United Auto Workers union representatives
continued labor contract negotiations on Wednesday morning, the
Kansas City Business Journal, citing a UAW Local 31 spokeswoman,
reports.  No update has been disclosed as of press time.

The paper relates that more than a thousand union workers in GM's
Fairfax assembly plant in Kansas walked off the their jobs at 9
a.m. on Monday after talks on a new labor deal failed.  The
automaker and the UAW Local 31 are in discussions aimed at
continuing plant production of Chevy Malibus and resolving plant-
specific issues such as work rules, seniority, job selection and
the use of outside contractors.

The Associated Press adds that the impasse, UAW representatives
insist, is on the automaker's oversight in awarding jobs at the
facility based on seniority.  The sticking point supplements the
national contract GM hourly employees ratified late last year.

UAW Local 602 union workers, at GM's Delta Township plant in
Lansing, Michigan, are on its third week on strike, based on a
report from the Troubled Company Reporter in April 21, 2008.  The
strike will greatly affect auto production which is still reeling
on the impact of the 6-week Axle strike.  To date, 30 GM plants
was shut down as Axle continues negotiations with the UAW.

According to the various sources, industry analysts suspect that
the UAW have strategically planned the strikes to hit factories
that manufacture better-selling brands.  The Wall Street Journal
recounts that the work stoppage is cutting Malibu supply when the
demand is high.  Although another plant in Orion, Michigan, also
produces Malibus, they make less than that of the Fairfax factory.

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

                           *     *     *

As reported in the Troubled Company Reporter on April 28, 2008,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
remain on CreditWatch with negative implications, where they were
placed March 17, 2008.  The CreditWatch update follows downgrades
of 49%-owned subsidiaries GMAC LLC (B/Negative/C) and Residential
Capital LLC (CCC+/Watch Neg/C).  The rating actions on Residential
Capital LLC and GMAC were triggered by the resignation of the only
independent directors at Residential Capital LLC.


GOLDMAN SACHS: Fitch Cuts Rating on $2MM Class B-3 Certs. to B
--------------------------------------------------------------
Fitch Ratings has taken rating actions on Goldman Sachs mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Affirmations total $48.6 million and downgrades total
$28.2 million.  Additionally, $66.5 million was placed on Rating
Watch Negative.

GSRPM 2004-1
  -- $4.1 million class A-1 affirmed at 'AAA';
  -- $2.6 million class A-2 affirmed at 'AAA';
  -- $1.6 million class A-3 affirmed at 'AAA';
  -- $11.8 million class M-1 affirmed at 'AA';
  -- $10.0 million class M-2 affirmed at 'A';
  -- $5.9 million class B-1 affirmed at 'BBB+';

GSRPM Mortgage Loan Trust 2006-2
  -- $12.7 million class A-1A affirmed at 'AAA';
  -- $14.5 million class A-1B rated 'AAA', placed on Rating Watch
     Negative;

  -- $52.0 million class A-2 rated 'AAA', placed on Rating Watch
     Negative;

  -- $7.3 million class M-1 downgraded to 'A' from 'AA+';
  -- $8.9 million class M-2 downgraded to 'BBB' from 'AA-';
  -- $5.1 million class B-1 downgraded to 'BBB-' from 'A';
  -- $1.9 million class B-2 downgraded to 'BB' from 'A-';
  -- $2.0 million class B-3 downgraded to 'B' from 'BBB';
  -- $3.1 million class B-4 downgraded to 'C/DR6' from 'BB+'.


GREAT NORTHWEST: S&P Holds 'BB-' Rating; Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Great
Northwest Insurance Co. to stable from negative.
     
Standard & Poor's also said that it affirmed its 'BB-'
counterparty credit and financial strength ratings on GNIC.
      
"The rating action reflects our opinion that GNIC has successfully
addressed the integration issues arising from its September 2006
acquisition of a substantial book of business in Hawaii,"
explained Standard & Poor's credit analyst Tracy Dolin.  The
Hawaiian business is a separate legal entity -- Hawaiian Insurance
& Guaranty Co. -- but HIG shares many of GNIC's managerial and
operational resources.  S&P believe that management has in place
the controls necessary to minimize the risk associated with its
highly decentralized business strategy.  HIG operates in the same
personal lines business as GNIC, using the same Micro Insurance
Center business model, which is integral to the notional group's
long-term strategy.
     
Standard & Poor's expects that GNIC's net premium growth will be
in the low single digits in 2008, driven primarily by the
appointment of new agents in Western expansion states.  The
company will continue to compete under soft pricing conditions in
the personal auto market.  S&P expect that as long as there aren't
frequent catastrophes, the combined ratio will improve somewhat
to less than 100%.  In a frequent catastrophe year, we believe
GNIC will produce unsatisfactory underwriting results similar to
those reported in 2007.  The consolidated capital adequacy ratio
should remain at more than 175%.  HIG will likely continue to
manage its property catastrophe exposure through high reinsurance
protection.
     
Over the longer term, Standard & Poor's believes GNIC's business
strategy has above-average operating risk.  A disciplined approach
to growth and strong controls for selecting and monitoring agents
are critical to the rating.  Therefore, any deterioration in these
areas would likely lead to negative rating actions.


GSR MORTGAGE: Moody's Junks Rating on Cl. M-1 Certificates
----------------------------------------------------------
Moody's Investors Service has downgraded 6 certificates and
maintained on review for possible further downgrade two of those
classes of certificates from GSR Mortgage Loan Trust 2005-HEL1.  
The transaction is backed by second lien loans.  The certificates
were downgraded because the bonds' credit enhancement levels,
including excess spread and subordination were low compared to the
current projected loss numbers at the previous rating levels.

The actions take into account the continued and worsening
performance of transactions backed by second lien 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: GSR Mortgage Loan Trust 2005-HEL1

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

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

  -- Cl. M-1, Downgraded to Caa2 from Aa2
  -- Cl. M-2, Downgraded to Ca from Ba2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Ca


HAVEN HEALTHCARE: Selling All Assets for $109 Million
-----------------------------------------------------
Haven Healthcare Management LLC and its debtor-affiliates
submitted to Hon. Albert S. Dabrowski of the United States
Bankruptcy Court for the District of Connecticut a supplemental
bidding procedures for the sale of all the Debtors' assets, free
and clear of liens and interests, subject to higher and better
offers.

Qualified bidders are required to submit a sum of at least
$109,000,000, which comprised of:

   -- a $105,000,000 purchase price,;
   -- a $3,000,000 break-up fee; and
   -- a $1,000,000.

LifeHouse Retirement Properties Inc. is the "stalking-horse"
bidder pursuant to an asset purchase agreement dated April 16,
2008, entered between the Debtors and LifeHouse.  LifeHouse
will not receive any break-up fee if it terminates the purchase
agreement.  On the one hand, if the Debtors end the contract and
sell their assets for less than $90,000,000, the break-up fee will
be reduced to $2,000,000.

An auction will take place on May 14, 2008, at 10:00 a.m., at the
Offices of Wiggin & Dana LLP at One Century Tower in New Haven,
Connecticut.

A sale hearing is set for May 16, 2008, at 157 Church Street, 18th
Floor in New Haven, Connecticut.  Objections, if any, are due May
15, 2008.

A full-text copy of the Supplemental Bidding Procedures is
available for free at

               http://ResearchArchives.com/t/s?2b90

On April, 10, 2008, Judge Dabrowski approved the Debtors' proposed
bidding procedures for the sale of all assets.

As reported in the Troubled Company Reporter on March 26, 2008,
certain leased facilities located in five states in New England,
and all assets at the Debtors' corporate headquarters will be
sold.

During the public auction to be conducted by Houlihan Lokey Howard
& Zukin Capital Inc. as investment banker and financial advisor,
qualified bidders are required to bid in $250,000 increments as
set forth in the agreement.  The Debtors proposed a 3% break-up
fee to any stalking-horse bidder.

Alan Kolod, Esq., at Moses & Singer LLP in New York, said that
all of the Debtors' assets have been pledge to their debtor-in-
possession lender CapitalSource Finance LLC and other lenders, who
agreed to finance up to $50,000,000 under a revolving credit
facility.

The approved postpetition revolving credit facility compelled to
obtain an order approving the sale by May 30, 2008.  Failure to
meet these requirement could result in the automatic lifting of
the stay to allow foreclosure by the DIP and the prepetition
secured lenders.

                      About Haven Healthcare

Headquartered in Middletown, Connecticut,  Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provide
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.

The company and 46 of its affiliates filed for Chapter 11
protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Moses and Singer LLP serves as the Debtors' counsel.  
Kurtzman Carson Consultants LLC is the Debtors' claims and
noticing agent.  The U.S. Trustee for Region 2 appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in this case.  Pepper Hamilton LLP is counsel and Neubert Pepe &
Monteith P.C. as its co-counsel to the Creditors Committee.  When
the Debtors sought protection from their creditors, they listed
assets and debts between $1 million to $100 million.  The Debtors'
consolidated list of 50 largest unsecured creditors showed total
claims of more than $20 million.

                            *    *    *

As of Feb. 29, 2008, the Debtors' balance sheet showed total
assets of $25,965,631 and total liabilities of $38,597,720
resulting in a  $12,632,089 stockholders' deficit.


HEARTLAND AUTOMOTIVE: Can File Chapter 11 Plan Until September 3
----------------------------------------------------------------
The Hon. D. Michael Lynn of the United States Bankruptcy Court for
the Northern District of Texas extended the exclusive Chapter 11
plan filing period of Heartland Automotive Holdings Inc. and its
debtor-affiliates until September 3, 2008, Bloomberg News' Dawn
McCarty reported citing court documents.

As reported in the Troubled Company Reporter on April 16, 2008,
the Debtors were in talks with third-parties who have expressed
willingness to invest in the Debtors' future business, and were
exploring strategic alternatives.

Jeff P. Prostok, Esq., at Forshey & Prostok LLP in Ft. Worth,
Texas, said the extension will enable the Debtors to develop and
implement a viable long-term business plan.

                    About Heartland Automotive

Based in Omaha, Nebraska, Heartland Automotive Holdings Inc. --
http://www.heartlandjiffylube.com/-- and its debtor-affiliates     
are franchisees of Jiffy Lube International Inc. since 1980.  The
Debtors operate 438 quick-oil-change stores in 20 states across
the Eastern, Midwestern and Western U.S.  They employed in excess
of 4,000 employees.

The company and its nine affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bank. N.D. Tex. Lead Case No.
08-40057).  Jeff P. Prostok, Esq., at Forshey & Prostok, LLP
represents the Debtors in their restructuring efforts.  The
Debtors selected Epiq Bankruptcy Solutions LLC as claims, noticing
and balloting agent.  The U.S. Trustee for Region 6 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors on these cases.  The Committee selected Cadwalader
Wickersham & Taft LLP as counsel.  As of Nov. 29, 2007, the
Debtors' financial statements reflected assets totaling about
$334 million and liabilities totaling about $396 million.


IMAX CORP: Amends Credit Facility; Sells $18MM in Common Shares
---------------------------------------------------------------
IMAX Corporation disclosed Tuesday that it has entered into two
significant financing transactions, one with Wachovia Capital
Finance Corporation to increase future availability and modify
other terms under the company's existing credit facility, and one
with the Douglas family, IMAX's largest shareholder, for the sale
of approximately 2.73 million common shares in a private placement
at an aggregate purchase price of $18 million.

The company said that proceeds from these transactions will be
used to fund the company's IMAX(R) Digital projection roll-out,
slated to begin this summer, and for general corporate purposes.

"We have always believed that the attractive returns from existing
joint ventures would enable us to finance our broader digital
rollout," said IMAX co-chairmen and co-chief executive officers  
Richard L. Gelfond and Bradley J. Wechsler.  "Now our bank and our
largest shareholder have each stepped forward to provide us with
increased availability of credit and cash, which we believe will
enable us to effectively execute on our existing plan.  Coupled
with our cash on hand, we expect that these deals will ultimately
provide us with access to roughly $55 - $60 million in funding."

IMAX and Wachovia entered into an amendment on May 5, 2008, which
extends the term of the facility to Oct. 31, 2010, removes an
EBITDA maintenance covenant provided the company maintains certain
minimum liquidity requirements, and is likely to increase the
company's borrowing base.

"We believe these changes will ensure our access to more money for
a longer period of time, mitigating operating risk," added Messrs.
Gelfond and Wechsler.  "The amended terms of the line allow us to
draw down approximately $24.4 million [], and we believe that as
our borrowing base increases in accordance with the terms of the
agreement we may be able to take down close to $30 million."

Additionally, on May 5, 2008, the company entered into an
agreement with the Douglas family, IMAX's largest shareholder, for
the sale of approximately 2.73 million of the company's common
shares for a total purchase price of $18 million, or approximately
$6.60 per share (the equivalent of the average closing IMAX common
share price over the most recent five trading days).  

The Douglas family, which will own 19.9% of the company's common
shares post-transaction, has agreed to a five-year standstill with
the company whereby it will refrain from certain activities, such
as  increasing its percentage ownership in the company and
entering into various arrangements with the company, such as
fundamental or change-of-control transactions.  The company has
granted the Douglas family registration rights in connection with
the newly-acquired shares.  The  rivate placement is expected to
close on May 8, 2008, and is subject to customary closing
conditions.

"The Douglas family has been an extremely supportive shareholder
group, and we're pleased that they have recognized the potential
in IMAX and the opportunity to invest at this level at this time,"
said Messrs. Gelfond and Wechsler.  "The good news is that as a
result of [the] announcements, we do not believe we will need
additional financing to fund our digital rollout under the current
business model."

The company said that exhibitors and other customers have been
extremely enthusiastic in their response to IMAX's pending
transition to digital, signing deals for 170 IMAX Digital theatre
systems in the last two quarters.  In December 2007, IMAX
announced a joint venture agreement with AMC Entertainment Inc.
for 100 IMAX Digital theatre systems.  In March 2008, IMAX
announced a joint venture agreement with Regal Cinemas Inc. for 31
IMAX Digital theatre systems.

These deals, according to the company, will dramatically increase
the IMAX(R) theatre footprint in North America and accelerate the
momentum behind IMAX's transition to digital projection technology
over the next few years.  The company expects to deliver the first
of those digital theatre systems and open its initial joint
venture theatres with AMC in July 2008.

                   Overview of 2007 Operations

The company has six reportable segments identified by category of
product sold or service provided: IMAX systems; film production
and IMAX DMR; film distribution; film post-production; theater
operations; and other.  

The IMAX systems segment designs, manufactures, sells or leases
and maintains IMAX theater projection system equipment.  The film
production and IMAX DMR segment produces films and performs film
re-mastering services.  The film distribution segment distributes
films for which the company has distribution rights.  The film
post-production segment provides film post-production and film
print services.  The theater operations segment owns and operates
certain IMAX theaters.  The other segment includes camera rentals
and other miscellaneous items.

IMAX Corporation reported a net loss of $26.9 million for the year
ended Dec. 31, 2007, compared with a net loss of $16.8 million
during the same period ended Dec. 31, 2006.    

For the year ended Dec. 31, 2007, the company's total revenues
decreased to $115.8 million, versus $127.7 million reported for
the prior year, primarily as a result of a $13.1 million decline
in systems revenue.  The decrease was due principally to a
slowdown in installations as exhibitors waited to see the
company's digital product.  

As at Dec. 31, 2007, the company's principal sources of liquidity
included cash and cash equivalents of $16.9 million, its revolving
credit facility, trade accounts receivable of $25.5 million and
anticipated collection from financing receivables due in the next
12 months of $11.0 million.  

The revolving credit facility, which expires on Oct. 31, 2009,
permits maximum aggregate borrowings of up to $40.0 million.  As
at Dec. 31, 2007, the company's current borrowing capacity under
the revolving credit facility is $19.4 million after deduction for
outstanding letters of credit of $10.9 million and the excess
availability reserve of $5.0 million.

                      About IMAX Corporation

Headquartered in Ontario, Canada, IMAX Corporation (Nasdaq:
IMAX)(TSX: IMX) -- http://www.imax.com/-- is a digital    
entertainment and technology company.  As of Dec. 31, 2007, there
were 299 IMAX theatres operating in 39 countries.  The company's
groundbreaking IMAX DMR digital remastering technology allows it
to digitally transform virtually any conventional motion picture
into the unparalleled image and sound quality.


                          *     *     *

At Dec. 31, 2007, the company's consolidated balance sheet showed
$208.0 million in total assets and $293.4 million in total
liabilities, resulting in a $85.4 million total stockholders'
deficit.


INDEPENDENCE VI: Moody's Junks Ratings on Four Note Classes
-----------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade these notes issued by Independence VI CDO,
Ltd.:

Class Description: $675,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2041

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

Class Description: $94,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041

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

Class Description: $92,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2041

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

Additionally, Moody's downgraded these notes:

Class Description: $15,950,000 Class C Fourth Priority Mezzanine
Deferrable Floating Rate Notes Due 2041

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

Class Description: $21,250,000 Class D Fifth Priority Mezzanine
Deferrable Floating Rate Notes Due 2041

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

Class Description: $19,000,000 Class E Sixth Priority Mezzanine
Deferrable Floating Rate Notes Due 2041

  -- Prior Rating: Baa3
  -- Current Rating: C

Class Description $38,300,000 Preference Shares Due 2041

  -- Prior Rating: B2, 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.


JEFFERSON COUNTY: Raise More Capital to Cut Debt, Insurers Say
--------------------------------------------------------------
Financial Guaranty Insurance Company, a wholly owned subsidiary of
FGIC Corporation, and XL Capital Assurance Inc., a wholly owned
subsidiary of Security Capital Assurance Ltd. presented a variety
of alternatives to the Commissioners of Jefferson County, Alabama
and their advisors. The bond insurers believe these solutions
allow the County to resolve its debt crisis in a manner that is
fair and equitable to all parties involved.

FGIC and XL Capital are two of the companies that guarantee to
make the payments on Jefferson County's sewer bonds in the event
of default.

In a joint statement, the bond insurers commented, "FGIC and XLCA
are confident that the ideas discussed over the past few weeks
represent productive strides towards an overall solution to
Jefferson County's debt crisis. We have presented a set of
solutions that we believe to be fair for all parties, including
Jefferson County's ratepayers and its bondholders.

"The key to a successful resolution of the issues associated with
the County's debt burden is a constructive, engaged and
cooperative approach between the County, the bond insurers, and
other financial participants. The plans that we have presented are
focused on an overall solution that makes use of the existing
sales tax revenues to raise additional capital, the proceeds of
which will be used to meaningfully reduce the debt of the
sewer system.

"Our plans have also included recommendations to improve the
overall operating efficiency of the sewer system which will allow
the system to re-access the capital markets to refinance the
remainder of the sewer warrants and reduce debt service costs. The
bond insurers remain focused on the County's desire to keep
current average residential sewer bills unchanged and our
proposals are consistent with that objective. Such a comprehensive
plan is ultimately required to ensure the long-term stability of
Jefferson County and its sewer system, as well as avoid the
possibly far-reaching and negative economic and political impacts
of failing to successfully address the crisis."

The proposals have been developed over the past few weeks in
coordination with the team put together by the bond insurers that
include experts from R.W. Beck Inc., Lamont Financial Services
Corporation, Blackstone Group Advisory Services, Adams & Reese
LLP, and King & Spalding LLP. Further meetings, critical to the
resolution of this crisis, are scheduled to take place this week.

On April 15, 2008, the County's commercial banks entered into a
forbearance agreement on an approximately $53 million debt
payment. The forbearance agreement expires on May 15, 2008. There
can be no assurance that the proposed solutions will be adopted by
all parties, and if adopted, that they will successfully resolve
the debt crisis, a joint statement from the insurers stated.

                      About Jefferson County

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  The county
currently has about $82 million of cash on hand, and about $105
million in a separate sewer fund, S&P said.  Patrick Darby, a
lawyer with the Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.

                    *     *     *

As reported by the TCR on March 28, 2008,  Moody's Investors
Service downgraded to Caa3 from B3 the rating on the $3.2 billion
outstanding sewer revenue warrants.  Moody's said the county has
not presented a concrete plan that would prevent a default on its
sewer obligations.  The county has publicly proposed using excess
funds generated by a countywide 1% sales and use tax, currently
securing the outstanding school warrants.  The tax generated an
additional $27 million in fiscal 2007 over the school warrant debt
service; the initial intention was to use the excess for early
redemption of debt.  This proposal would require state legislation
and it is unclear that the additional funds would provide enough
revenue to cover the county's sewer obligations.

As reported by the TCR on April 2, 2008,  Standard & Poor's
Ratings Services lowered its underlying rating on Jefferson
County's series 2003 B-2 through 2003 B-7 sewer revenue refunding
warrants to 'D' from 'CCC' due to the sewer system's failure to
make a principal payment on the warrants when due on April 1,
2008, in accordance with the terms of the standby warrant purchase
agreement.

As reported by the TCR on April 10, 2008, Moody's Investors
Service downgraded the rating on $800,000 of outstanding Jefferson
County Assisted Housing Corporation, First Mortgage Refunding
Housing Revenue Bonds (Spring Gardens Project) Series 1999 to Ba2
from Baa1.  The outlook has been revised to negative from stable.  
The downgrade is based on a significant decline in debt service
coverage, resulting from an increase in property expenses and a
lack of rental rate increases.


JOHN B. SANFILIPPO: Posts $8.8MM Net Loss in Qtr. Ended March 27
----------------------------------------------------------------
John B. Sanfilippo & Son Inc. reported Monday operating results
for its fiscal 2008 third quarter ended March 27, 2008.

Net loss for the current quarter was $8.8 million, compared to a
net loss of approximately $6.1 million for the third quarter of
fiscal 2007.  

The effective income tax rate for the current quarter declined to
6.5% of loss before income taxes from 35.0% for the third quarter
of fiscal 2007, which resulted in a lower tax benefit of $608,000
in comparison to the tax benefit of $3.3 million for last year's
third quarter.  The decline in the effective income tax rate
occurred because the majority of the tax benefit from the loss in
the current quarter may only be applied to profits in future
periods, to the extent there is taxable income, due to the full
utilization of the company's net operating loss carry backs in
prior periods.  

The net loss for the current quarter included expenses of
$6.7 million for the refinancing of the company's former financing
facilities, which was completed in February, 2008, and $362,000  
associated with the company's restructuring initiatives.

Net sales decreased slightly to $106.7 million for the third
quarter of fiscal 2008 from $107.0 million for the third quarter
of fiscal 2007, a decrease of 0.3%.  Sales volume, measured as
pounds shipped, decreased by 10.6% for the same time period.  

Net sales, measured in dollars and sales volume, increased in the
company's food service and contract packaging distribution
channels and decreased in the company's industrial and export
distribution channels.  Net sales in the company's consumer
distribution channel increased in dollars but decreased in sales
volume.  The average net sales price per pound increased in all
distribution channels.

Gross profit increased to $12.8 million in the current quarter,
versus $6.1 million in the third quarter of fiscal 2007.  Gross
profit margin, as a percentage of net sales, increased from 5.7%
for the third quarter of fiscal 2007 to 12.0% for the current
quarter.  The current third quarter gross profit margin, as a
percentage of net sales, increased in all distribution channels
when compared to the gross profit margin for those channels for
the third quarter of fiscal 2007.  The increase in the gross
profit margin in the quarterly comparison was driven mainly by
higher selling prices and lower pecan acquisition costs.  

Largely as a result of the increase in gross profit, income from
operations increased to $130,000 for the current quarter, compared
to a loss from operations of $6.0 million during the same period
in fiscal 2007.

Interest expense for the third quarter of fiscal 2008 decreased to
$2.7 million from $2.9 million for the third quarter of fiscal
2007 mainly because of lower short-term interest rates in the new
revolving credit facility and a reduction in total debt.

"We have accomplished a great deal in the current quarter," noted
Jeffrey T. Sanfilippo, chief executive officer.  "We completed the
relocation of our peanut butter line to our Bainbridge, Georgia
facility, which was the most challenging and expensive production
line to move.  Our item rationalization and route migration
initiatives have been implemented and are already delivering
benefits.  

"In February, we refinanced our previous bank credit facility and
notes, which in the current quarter has resulted in lower interest
expense and the elimination of fees associated with being in non-
compliance with financial covenants," Mr. Sanfilippo stated.  

"With these initiatives behind us, we were able to focus on
improving manufacturing efficiency in our new facility in the wake
of the start up of production lines through increased training,
improved hiring practices, workforce stabilization and streamlined
manufacturing practices.  Though we have more work to do in this
area, these measures have proved effective in their early stages
as unfavorable labor and efficiency variances in the new facility
declined by approximately 38% in the third quarter of fiscal 2008
as compared to those unfavorable variances in the previous quarter
of fiscal 2007," Mr. Sanfilippo added.  

"Finally, we implemented measures in procurement and production
planning during the current quarter to reduce finished goods and
packaging inventories, which led to a decrease of approximately
23% in the third quarter of fiscal 2008 as compared to the total
value of those inventories on hand at the end of the third quarter
of fiscal 2007.  

"Some of the major commodities that we buy are volatile at the
moment, especially cashews, and we anticipate that we will incur
higher input costs for other commodities, energy and packaging
materials for the next fiscal year.  However, we believe that our
pricing, productivity and item rationalization strategies should
help position us to grow value added unit volume by continuing to
build innovative nut programs for our key customers," Mr.
Sanfilippo concluded.

                       First Three Quarters

For the first three quarters of fiscal 2008, net sales decreased
to $416.5 million from $418.5 million for the first three quarters
of fiscal 2007.  Total unit volume sold fell by 7.6% in the year
to date comparison.  

Net loss decreased to $8.6 million for the three quarters ended
March 27, 2008, compared with a net loss of $9.4 million in the
same period ended March 29, 2007.  The net loss for the year to
date period included expenses of $6.7 million for the refinancing
of the company's former financing facilities, which was completed
in February, 2008, and restructuring expenses of $1.8 million.

                      Financing Arrangements

On Feb. 7, 2008, the company entered into a credit agreement with
a new bank group providing a $117.5 million revolving loan
commitment and letter of credit subfacility.  The new credit
facility is secured by substantially all assets of the company
other than real property and fixtures.  

Also on Feb. 7, 2008, the company entered into a loan agreement
with an insurance company providing the company with two term
loans, one in the amount of $36.0 million and the other in the
amount of $9.0 million, for an aggregate amount of $45.0 million.  
This mortgage facility is secured by mortgages on the company's
owned real property located in Elgin, Ill., Gustine, Calif. and
Garysburg, N.C.  

At the time that the company entered into the new credit facility
and mortgage facility, the company terminated its previous
revolving credit facility and prepaid all amounts due under its
previous long-term financing facility.

As of March 27, 2008, the company had $26.5 million of available
credit under the new credit facility.  

As of March 27, 2008, letters of credit, attributable to
obligations totaling $8.0 million, were still held by the
company's former bank.  Because of the refinancing and the
resultant bank change, the company was required to deposit
$10.2 million in cash with this former lender as collateral for
the letters of credit.  The remaining balance of $8.0 million of
these funds has been classified as restricted cash on the balance
sheet as of March 27, 2008.  The company currently anticipates
that these letters of credit will be transferred to the new credit
facility by the end of fiscal 2008, and these funds will be used
to pay down the new credit facility.

As of March 27, 2008, the company had $5.5 million in aggregate
principal amount of industrial development bonds outstanding,
which was originally used to finance the acquisition, construction
and equipping of the company's Bainbridge, Georgia facility.  The
bonds bear interest payable semiannually at 4.55% through May
2011.  On June 1, 2011, and on each subsequent interest reset date
for the bonds, the company is required to redeem the bonds at face
value plus any accrued and unpaid interest, unless a bondholder
elects to retain the bonds.

                          Balance Sheet

At March 27, 2008, the company's consolidated balance sheet showed
$377.4 million in total assets, $222.0 million in total
liabilities, and $155.4 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 27, 2008, are available for
free at http://researcharchives.com/t/s?2b8f

                       Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about John
B. Sanfilippo & Son Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended June 28, 2007, and June 29, 2006.  The auditing
firm pointed to the company's significant losses from operations
in 2007 and 2006.

The company said that its ability to continue as a going concern
is dependent on its future profitability and cash flows and its
ability in the near term to meet the restrictive covenants
associated with its new financing arrangements.

                    About John B. Sanfilippo

Headquartered in Elgin, Illinois, John B. Sanfilippo & Son Inc.
(Nasdaq: JBSS) -- http://www.fishernuts.com/ -- is a processor,  
packager, marketer and distributor of shelled and in-shell nuts
and extruded snacks that are sold under a variety of private
labels and under the company's Fisher(R), Snack 'N Serve Nut
Bowl(TM), Sunshine Country(R), Flavor Tree(R) and Texas Pride(TM)
brand names.  The company also markets and distributes a diverse
product line of other food and snack items.


JOURNAL REGISTER: Covenant Concern Cues S&P to Junk Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Yardley,
Pennsylvania-based Journal Register Co.; the corporate credit
rating was lowered to 'CCC' from 'B-'.  The ratings were removed
from CreditWatch, where they were placed with negative
implications on April 7, 2008.  The rating outlook is negative.
     
"The rating downgrade reflects our concern that the flexibility
provided by the recently amended bank covenants will not be
sufficient given the pace of earnings declines that the company is
experiencing," said Standard & Poor's credit analyst Liz
Fairbanks.  "In addition, we expect that the newspaper operating
environment will remain challenging over the near term."
     
While asset sales are a possibility for Journal Register, S&P
expect that, given the performance of the industry over the last
several quarters, there are fewer potential buyers for newspapers,
and valuations have declined.  Thus, it may be difficult for the
company to sell assets in a manner that reduces debt leverage and
allows it to remain in compliance with bank covenants.
     
Journal Register's bank facility was amended on April 29, 2008.   
Among covenants, total leverage is set at 7.00x and tightens to
6.65x on July 24, 2008, 6.50x on Oct. 1, 2008, and 6.30x on
Jan. 1, 2009.  S&P estimate that the bank's calculation of total
leverage was 6.87x as of March 30, 2008, which compares to the
amended covenant of 7.00x.  To comply with covenants, the company
will have to meaningfully reduce debt, possibly through the sale
of assets.  Given S&P's expectation for cash flow to continue to
decline over the next several months, after-tax proceeds from
asset sales will need to be at least in the mid-7x area in order
for the company to remain in compliance with covenants as of
July 24.  

S&P's measure of leverage, which is different from that
required in the bank covenants (as S&P incorporate adjustments for
operating leases and debt-like unfunded pension and post-
employment benefit obligations), was estimated to be about 7.8x at
March 30, 2008.  Total debt outstanding was $643.9 million.
     
While the company repaid approximately $105 million of debt in
2007 and an additional $12.5 million in January 2008 through asset
sales and free cash flow, the operating environment remained
challenged.  Advertising revenues in 2007 declined 8.9% on a
comparable-week basis from 2006, with declines in retail (-7.3%),
classifieds (-9.8%), and national (-20.1%).  Growth in online
revenue of 24.3%, which represents about 4% of total revenues,
partially offsets these declines.  Despite cost-cutting efforts
reducing costs by about 6% in 2007, reported 2007 EBITDA declined
19.9% to $90.2 million, after adding back a one-time senior
executive severance expense.


JP MORGAN CERTS: Stable Performance Cues Fitch to Affirm Ratings
----------------------------------------------------------------
Fitch Ratings affirmed J.P. Morgan's commercial mortgage pass-
through certificates, series 2004-CIBC9, as:

  -- $24 million class A-1 at 'AAA';
  -- $146 million class A-2 at 'AAA';
  -- $103.7 million class A-3 at 'AAA';
  -- $466.3 million class A-4 at 'AAA';
  -- $161.1 million class A-1A at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $27.5 million class B at 'AA';
  -- $13.8 million class C at 'AA-';
  -- $20.7 million class D at 'A';
  -- $11 million class E at 'A-';
  -- $15.2 million class F at 'BBB+';
  -- $9.6 million class G at 'BBB';
  -- $17.9 million class H at 'BBB-';
  -- $2.8 million class J at 'BB+';
  -- $4.1 million class K at 'BB';
  -- $5.5 million class L at 'BB-';
  -- $5.5 million class M at 'B+';
  -- $2.8 million class N at 'B';
  -- $2.8 million class P at 'B-'.

Fitch does not rate the $13.8 million class NR.

The affirmations reflect stable pool performance and limited
paydown (4.4%) since issuance.  As of the April 2008 distribution
date, the pool's aggregate principal balance is $1.05 billion
compared to $1.10 billion at issuance.  Loans with full or partial
interest-only periods comprise approximately 32.6% of the
transaction.

Currently, there are two loans in special servicing (4.8%), one of
which (0.5%) is expected to incur losses.  The loan is secured by
three industrial properties in Portage, Michigan and is 90+ days
delinquent.  The loan transferred to special servicing in April
2006 due to delinquency.  Fitch-projected losses on the specially
serviced loan are expected to be absorbed by the nonrated class
NR.  The second loan being specially serviced (4.3%) is secured by
a retail mall located in Sacramento, California.  The loan
transferred in March of 2008 and the special servicer is in the
process of gathering more details on the loan.  At this time, the
loan remains current.  

Fitch reviewed the shadow ratings of both the Centro Retail
Portfolio II (13.5%) and Grace Building (11.0%).  Both loans
maintain investment-grade shadow ratings.

The Centro Retail Portfolio is secured by seven, cross-
collateralized anchored retail properties in northern and southern
California.  Performance for the portfolio has improved slightly
from issuance and occupancy remains strong at 99% as of year-end
2007.

The Grace Building is secured by a 1,518,210 square foot office
building located in New York.  Only the A-1 note is included in
the trust; the pari-passu A-2 and A-3 notes and a subordinate B-
note are held outside the trust.  The interest-only period of the
loan has expired and the borrower is now making principal and
interest payments.  Servicer provided occupancy as of YE 2007 is
97.2%.


KIMBALL HILL: Court Extends Schedules Filing Deadline to June 9
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended, until June 9, 2008, the deadline for Kimball Hill Inc.
and its debtor-affiliates to file their schedules and statements.

As reported in the Troubled Company Reporter on April 30, 2008,
the Debtors related that they have operations in numerous
locations around the United States, including multiple
metropolitan markets in five major geographic regions.  In
addition, the Debtors estimated that more than 10,000 creditors
and other parties-in-interest will be included in the Statements
and Schedules to be filed in their Chapter 11 cases.

The Debtors contended that due to the size and complexity of the
Debtors' business operations, preparing their Statements and
Schedules accurately and in sufficient detail will require
significant attention from their personnel and advisors aside  
from their regular duties in connection with running the Debtors'
business.

Since the the Debtors have reduced their workforce by more than
50% over the past year, requiring their remaining personnel to
sustain their day-to-day responsibilities and compile the
Statements and Schedules within the statutory time frame would
impose an unreasonable burden on the Debtors.

The Debtors assured the Court that their creditors and other
parties-in-interest will not be harmed by the proposed extension
because even under the extended deadline, the statements and
schedules will be filed well in advance of any proposed bar date
or other significant milestone event in their bankruptcy cases.

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest      
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Wants to Employ Houlihan Lokey as Financial Advisor
-----------------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Northern District of Illinois to
employ Houlihan Lokey Howard & Zukin Capital, Inc., as their
investment banker and financial advisor, effective Dec. 17, 2007.

The Debtors relate that Houlihan Lokey has extensive restructuring
experience and an excellent reputation in providing high quality
investment banking and financial advisory services to debtors and
creditors in bankruptcy reorganizations and other restructurings.  

The Debtors believe that Houlihan Lokey is uniquely qualified to
serve as their investment banker and financial advisor given its
knowledge of the Debtors' business and financial affairs.  Having
worked with the Debtors' management and their advisors, Houlihan
Lokey has developed relevant experience and expertise regarding
the Debtors that will assist it in providing effective and
efficient services in these Chapter 11 cases, Ray C. Schrock,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, the Debtors'
proposed counsel, says.

Accordingly, the Debtors entered into an engagement letter with
Houlihan Lokey for the provision of certain advisory services.

The Debtors expect the firm to assist them in certain
transactions that can include, among others, (i) a
recapitalization or restructuring of the Debtors' outstanding
equity or debt securities; (ii) the disposition of a portion of
all the Debtors' assets or operations or equity securities; or
(iii) a refinancing of all or any portion of the Debtors'
existing obligations.

As the Debtors' investment banker and financial advisor, Houlihan
Lokey will:

   (a) assist the Debtors with the development, structuring,
       negotiation, and implementation of any Transaction,
       including assisting the Debtors with due diligence
       investigations and participating as a representative of
       the Debtors in negotiations with creditors and other
       parties involved in any Transaction;

   (b) assist the Debtors in the development, preparation, and
       distribution of selected information, documents, and other
       materials in an effort to create interest in and to
       consummate any transaction, including, if appropriate,
       advising the Debtors in the preparation of an offering
       memorandum;

   (c) solicit and evaluate proposals and any indications of
       interest regarding any Transaction from current and
       potential lenders, equity investors, acquirers, and
       strategic partners;

   (d) assist the Debtors in valuing the Debtors and, as
       appropriate, value the Debtors' assets or operations,
       provided that any real estate  or fixed asset appraisals
       will be undertaken by outside appraisers, separately
       retained and compensated by the Debtors;

   (e) provide expert advice and testimony regarding financial
       matter related to any Transaction;

   (f) advise and attend meetings of the Debtors' board of
       directors, creditor groups, official constituencies, and
       other interested parties, as the Debtors determine to be
       necessary or desirable;

   (g) provide other investment banking and financial advisory
       services as may be agreed upon by Houlihan Lokey and the
       Debtors.

In exchange for the contemplated services, Houlihan Lokey will be  
entitled to monthly and transaction fees.

   (1) Monthly Fees.  The Debtors will pay Houlihan Lokey a
       $175,000 non-refundable cash fee each month.  The firm
       will apply 50% of each of the Monthly Fees beginning with
       the 7th monthly fee payable under the Engagement Letter
       plus $500,000 as a credit to any Sale Transaction Fee,
       Financing Transaction Fee, or Restructuring Transaction
       Fee to which it is becomes entitled.

   (2) Transaction Fees.  

       * Amendment Transaction Fee. Upon closing of any Amendment
         Transaction, the Debtors will pay Houlihan Lokey a
         $1 million fee.

       * Restructuring Transaction Fee.  On the earlier
         occurrence of an out-of-court Restructuring Transaction
         and an in-court Restructuring Transaction that, in
         either case, that results in the Debtors continuing as a
         going concern, the Debtors will pay Houlihan Lokey a
         $4 million fee.

       * Sale Transaction Fee.  On the closing of each Sale
         Transaction of (1) all or a material portion of the
         Company's equity securities or all or substantially all
         of the Company's assets, a fee paid from the proceeds of
         that Sale Transaction equal to $4 million; and (2) a
         significant portion of the Company's assets, a fee paid
         from the proceeds of that Sale Transaction equal to the
         aggregate products of (a) AGC, as defined in the
         Engagement Agreement, and (b) the applicable
         percentage, which are:

           ** Up to $50 million  2%
           ** Greater than $50 million up to $100 million  1%
           ** In excess of $100 million  0.5%


       * Financing Transaction Fee.  On the closing of each
         Financing Transaction, the Debtors will pay Houlihan
         Lokey a fee in the amount of (a) 1% of the gross
         proceeds of any indebtedness issued that is senior to
         the Debtors' other indebtedness, secured by a first
         priority lien and unsubordinated, with respect to both
         lien priority and payment to any other obligations of
         the Debtors; (b) 3% of the gross proceeds of any
         indebtedness issued that is not secured by a first lien,
         is unsecured or is subordinated; and (c) 5% of the gross
         proceeds of all equity or equity-linked securities
         placed or committed.

In addition, the Debtors will reimburse Houlihan Lokey for the
reasonable out-of-pocket expenses it incurs in connection with
the contemplated services.

In certain instances, the Transaction Fees will be credited
against any Restructuring Transaction Fee earned by Houlihan
Lokey.  Specifically, a Financing Transaction Fee or subject to
the circumstances, either all or one half of a Sale Transaction
Fee earned by and paid to Houlihan Lokey will be credited against
any Restructuring Fee earned by the firm, subject to an overall
cap of $6 million on the combination of the amounts payable
relating to the Sale Transaction Fee and the Restructuring
Transaction Fee.

Prior to the date of bankruptcy, the Debtors paid Houlihan Lokey a
$175,000 classic retainer.  The Debtors applied the classic
retainer to each monthly invoice and refreshed the classic
retainer each month.  Prior to the bankruptcy filing, the Debtors
have paid Houlihan Lokey a total of $1,375,000 for fees and
$23,248 for reimbursement of expenses.  As of the date of
bankruptcy, the firm do not hold a prepetition claim against the
Debtors for services rendered.

The parties' Engagement Letter also contains a standard
indemnification provisions with respect  to Houlihan Lokey's
services.

The Debtors intend that the services of Houlihan Lokey will
complement, and not duplicate, the services to be rendered by
their restructuring officers, Deloitte Tax LLP, Deloitte & Touche
LLP, or any other professional retained in these Chapter 11
cases.

Andrew Turnbull, a managing director at Houlihan Lokey, assures
the Court that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code and does not
hold or represent an interest adverse to the Debtors' estates.

To the extent any new relevant facts or relationships bearing on
the matters during the period of Houlihan Lokey's retention are
discovered or arise, the firm will use reasonable efforts to file
promptly a supplemental declaration, Mr. Turnbull avers.

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest      
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Wants Claims Notice & Sell Down Procedures Created
----------------------------------------------------------------
Kimball Hill and its debtor-affiliates ask permission from the
U.S. Bankruptcy Court for the Northern District of Illinois to
establish claims notice and sell down procedures.

The Debtors are currently incurring significant net operating
losses and have substantial net unrealized built-in losses -- the
Tax Attributes -- in their assets, Edward J. Madell, senior vice
president, treasurer, chief financial officer of Kimball Hill,
Inc., relates.  The Debtors may lose the ability to use these Tax
Attributes if they experience an "ownership change" for tax
purposes, he says.

                     Valuable Tax Attributes

Pursuant to the Internal Revenue Code of 1986, as amended, the
Debtors are able to carry back and then forward recognized Built-
in Losses to offset future taxable income and tax liability,
thereby resulting in a cash refund of recent taxes paid and
improved liquidity in the future, Ray C. Schrock, Esq., at
Kirkland & Ellis LLP, in New York, the Debtors' proposed counsel,
relates.

The Debtors may use the recognized Built-in Losses to offset any
taxable income generated by transactions completed during their
Chapter 11 cases and other taxable income.  

However, to the extent the trading or transfers of Kimball Hill's
stock results in an "ownership change" within the meaning of
Section 382 of the Internal Revenue Code, that trading or
transfers could severely limit or even eliminate the Debtors'
ability to use their Tax Attributes, Mr. Schrock notes.

Generally, an "ownership change" occurs if the percentage, by
value, of the stock of a corporation owned by one or more
shareholders holding 5% of the stock increases by more than 50
percentage points over the lowest percentage of stock owned by
those shareholders at any time during the three-year testing
period ending on the date of the ownership change.

                  Section 382(1)(5) Exception

Section 382(1)(5) of the IRC provides that a debtor corporation
is not subject to the general limitation imposed by Section 382
with respect to an ownership change if, as a result of the
transactions contemplated by a bankruptcy plan, historic
stockholders or the corporation's "qualified creditors" own at
least 50% of the total value and voting power of the reorganized
debtor's stock -- the Section 382(1)(5) Exception.

Under the Section 382(l)(5) Exception, the Debtors need to ensure
that "qualified creditors" hold at least 50% of their stock
immediately after emergence to preserve the majority of their
Built-in Losses.  

Accordingly, the Debtors ask the Court to establish an effective
date -- Record Date -- for notice and sell-down procedures for
trading in claims against their estates.

The Record Date Order is designed to ensure that the Debtors'
right is preserved if they determine at a later date that the
Sell-Down Procedures are necessary to satisfy the "qualified
creditor" rule to preserve their Tax Attributes.

Given that the Tax Attributes are property of their estates, the
Debtors have a duty to take steps to preserve them and the Court
has the authority under Section 362 of the Bankruptcy Code to
enforce the automatic stay by taking steps to restrict the
transfer of claims that could jeopardize the existence of these
valuable assets, Mr. Schrock says.  

Entry of the Record Date Order will not affect the rights of any
party in interest, Mr. Schrock maintains.  Instead, it will set
and preserve the Record Date should Sell-Down Procedures
eventually become necessary to avoid the imposition of an
irrevocable limitation on, and the possible loss of the Debtors'
Tax Attributes.  

The approval of the proposed Record Date Order does not
constitute approval of any Sell-Down Procedures, or even endorse
the notion of Sell-Down Procedures, Mr. Schrock clarifies.

The Debtors anticipate once they formulate a detailed proposed
plan of reorganization, they may need to seek entry of a Sell-
Down Order that will enable them to:

   (a) determine whether they will qualify for the Section
       382(l)(5) Exception; and

   (b) require certain Substantial Claimholders to "sell-down"
       unsecured claims to the extent necessary to allow them to
       qualify for the Section 382(l)(5) Exception.

In the event that Sell-Down Procedures are proposed, they would
provide that:

     * A person or entity holding an amount of claims entitling
       that holder to receive more than 4.75% of the equity of
       the reorganized Debtors should provide the Debtors with
       limited information including the size of those holdings
       and the date those holdings were acquired;   

     * The amount of claims held by a claimholder as of the
       Record Date would constitute the "Protected Amount;"  

     * Claimholders would never be required to sell down their
       claims below the Threshold Amount or the Protected Amount,
       whichever is greater;  

     * The Debtors would seek to require claimholders with claims
       greater than the Threshold Amount to provide updated
       holdings information shortly after the date on which the
       Court approves a disclosure statement for a plan of
       reorganization that proposes to utilize the Section
       382(l)(5) Exception.  Based on the updated holdings
       information, the Debtors would then determine whether it
       would be necessary to require claimholders holding claims
       in excess of the Threshold Amount and Protected Amount to
       sell down a portion of their holdings to preserve the Tax
       Attributes.  

Any Sell-Down Procedures the Debtors would propose would provide
an adequate opportunity and notice for claimholders to sell down
their claims without triggering an unreasonable adverse impact on
the value of those claims, Mr. Schrock maintains.

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest      
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LINENS N THINGS: Seeks Extension of Time to File Schedules
----------------------------------------------------------
Linen 'N Things, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend the time
within which they must file their schedules of assets and
liabilities, and statements of financial affairs.  The Debtors
want their deadline extended to July 31, 2008.

Given the size and complexity of the Debtors' business
operations, the fact that certain prepetition invoices have not
been received, and the extensive efforts in negotiating with key
creditors prior to the Petition Date, the Debtors were unable to
compile all of the information required to complete their
Schedules and Statements.

The Debtors also say that because of numerous critical
operational matters that its employees and legal personnel must
address, the Debtors will not be in a position to complete the
Schedules and Statements within the time specified by the
Bankruptcy Code.

                      About Linens 'n Things

Clifton, New Jersey-based Linens Holding Co., which does business
through its operating subsidiary Linens 'N Things Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of    
home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of December 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name well as private label home furnishings
merchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

(Linens 'n Things Bankruptcy News, Issue No. 3, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


LINENS N THINGS: To Pay $73,000,000 to Critical Vendors
-------------------------------------------------------
Linen 'N Things, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to grant
administrative priority status for undisputed obligations to their
vendors arising from postpetition delivery, or receipt of goods
and services, which were ordered prepetition.  The Debtors also
seek authority to pay those obligations in the ordinary course of
business.

In connection with the normal operation of their businesses, the
Debtors rely on their vendor community for the provision of goods
to be sold in their retail store locations.  As of the Petition
Date, the Debtors have certain prepetition purchase orders
outstanding with various Vendors estimated at $73,000,000.

As a consequence of the commencement of the Chapter 11 cases, the
Vendors may be concerned that the obligations arising from the
Prepetition Orders, will be treated as general unsecured claims
against the bankruptcy estates, relates proposed counsel for the
Debtors, Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware.

Mr. Collins notes that Vendors may refuse to ship goods and
perform services, or recall shipments, with respect to
Prepetition Orders unless the Debtors issue substitute
postpetition purchase orders, or obtain a Court order:

    (i) providing that all undisputed obligations arising from
        the Prepetition Orders, and goods that are en route to
        the Debtors on the Petition date are afforded
        administrative priority status under Section 503(b) of
        the Bankruptcy Code; and

   (ii) authorizing the Debtors to satisfy the obligations in the
        ordinary course of their businesses.

Absent the relief sought, Mr. Collins contends that the Debtors
may be required to expend substantial time and effort reissuing
the Prepetition Orders to provide the Vendors with assurance of
administrative priority.  He points out that a disruption to the
continuous flow of goods and supplies could result in a shortage
of inventory at the Debtors' stores, which could lead to
dissatisfied customers, potentially harming customer confidence
in the Debtors' ability to conduct business at this critical
juncture.

Payments to vendors will not be deemed to constitute postpetition
assumption or adoption of any related agreements pursuant to
Section 365 of the Bankruptcy Code, Mr. Collins says.

The Debtors further ask the Court to direct all applicable banks
and other financial institutions to receive, process, honor and
pay all checks drawn or electronic funds transferred to pay
Vendors for Prepetition Orders, whether those checks were
presented prior to or after the Petition Date.  They also seek
for authority to issue new postpetition checks, or effect new
electronic fund transfers, on account of the Prepetition Orders.

The Debtors assure the Court that they have sufficient cash
reserves to pay the amounts as they become due in the ordinary
course of business.

                      Court Okays Payment

The Court has granted the Debtors' request.  The Court ruled that
the Debtors are authorized, but not obligated, to pay in the
ordinary course of their businesses all undisputed obligations
arising from postpetition delivery, receipt or shipment by
Vendors under the Prepetition Orders.

Judge Christopher Sontchi maintained that nothing in the order
will be construed as prejudicing any rights the Debtors may have
to dispute the amount of or basis for any claims arising in
connection with the Prepetition Orders.  He also noted that
nothing in the order will be deemed either a grant of
administrative expense priority status to, or authority to pay,
any amounts that are disputed.

                      About Linens 'N Things

Clifton, New Jersey-based Linens Holding Co., which does business
through its operating subsidiary Linens 'N Things Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of    
home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of December 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name well as private label home furnishings
merchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

(Linens 'n Things Bankruptcy News, Issue No. 3, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


LINENS N THINGS: Wants Kurtzman Carson as Claims Agent  
------------------------------------------------------
Pursuant to Section 156(c) of the U.S. Judiciary and Judicial
Procedures Code, as supplemented by Rule 2002(f) of the Federal
Rules of Bankruptcy Procedure and Local Rule 2002-1(f), the
Debtors sought and obtained the Court's authority to employ
Kurtzman Carson Consultants LCC as claims, noticing and balloting
agent.

The Debtors' proposed counsel, Mark Collins, Esq., at Richards,
Layton and Finger in Wilmington, Delaware, said that the
employment of Kurtzman Carson will promote the economical and
efficient administration of the Debtors' estates.  Utilizing
Kurtzman Carson will allow the Debtors to avoid duplication in
claims administration and in providing notices to their
creditors.  Additionally, the large number of creditors and other
parties-in-interest involved in the Debtors' Chapter 11 cases
would almost certainly impose heavy administrative and other
burdens on the Court and the Office of the Clerk of the Court.

The Debtors further believe that Kurtzman Carson is well
qualified to provide such services, expertise, consultation and
assistance.  Kurtzman Carson Consultants has assisted and advised
numerous Chapter 11 debtors in connection with noticing, claims
administration and reconciliation and administration of plan
votes.

As claims agent, Kurtzman Carson will:

   (a) transmit certain designated notices to appropriate parties
       as required by the Bankruptcy Code, the Bankruptcy Rules,
       and the Local Rules;

   (b) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;

   (c) maintain the official claims registers;

   (d) assist the Debtors with the dissemination of solicitation
       materials relating to a plan of reorganization; and

   (e) assist the Debtors in the creation and maintenance of a
       Web site to provide information about the bankruptcy cases
       to creditors and other partied in interest with respect to
       the Debtors' bankruptcy case.

Specifically, Kurtzman Carson will:

   (a) prepare and serve required notices in the Chapter 11
       cases, including (i) notice of commencement of the Chapter
       11 cases and the initial meeting of creditors under
       Section 341(a); (ii) notice of the claims bar date; (iii)
       notices of objections to claims; (iv) notices of any
       hearings on a disclosure statement and confirmation of a
       plan of reorganization; (v) other miscellaneous notices as
       the Debtors or the Court may deem necessary or appropriate
       for an orderly administration of these chapter 11 cases;
       and assist in the publication of required notices, as
       necessary;

   (b) within five business days after the service of a notice,
       prepare for filing with the Clerk's Office an affidavit of
       service that includes a copy of the notice served, an
       alphabetical list of persons on whom the notice was
       served, along with their addresses, and the date and
       manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in the Chapter 11 cases;

   (d) maintain an official claims register by docketing all
       proofs of claim and proofs of interest in a claims
       database that includes (i) the name and address of the
       claimant or interest holder and any agent thereof if the
       proof of claim or proof of interest was filed by an agent;
       (ii) date the proof of claim or proof of interest was
       received by Kurtzman Carson Consultants and/or the Court;
       (iii) the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims register;

   (f) transmit to the Clerk's Office a copy of the claims
       register on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

   (g) maintain a current mailing list for all entities that have
       filed proofs of claim or proofs of interest and make the
       list available to the Clerk's Office or any party-in
       interest upon request;

   (h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in this
       case without charge during regular business hours;

   (i) create and maintain a public access website setting forth
       pertinent case information and allowing access to
       electronic copies of proofs of claim or proofs of
       interest;

   (j) record all transfers of claims pursuant to Rule 3001(e)
       and give notice of those transfers;

   (k) assist the Debtors in the reconciliation and resolution of
       claims;

   (l) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (m) assign temporary employees to process claims, as
       necessary;

   (n) promptly comply with such further conditions and
       requirements as the Clerk's Office of the Court may at any
       time prescribe;

   (o) provide balloting and solicitation services, including
       preparing ballots, producing personalized ballots and
       tabulating creditor ballots on a daily basis; and

   (p) provide other claims processing, noticing, balloting and
       related administrative services as may be requested from
       time to time by the Debtors.

Kurtzman Carson will also assist the Debtors by acting as
solicitation and disbursing agent in connection with the Chapter
11 plan process.

The Debtors will pay Kurtzman Carson's fees and reimburse its
expenses in accordance with an employment agreement, dated
April 3, 2008.  The employment agreement provides that Kurtzman
Carson will receive a $100,000 retainer for its services.
Kurtzman's fees and expenses will be treated as an administrative
expense of the Debtors' Chapter 11 estates and be paid by the
Debtors in the ordinary course of business.

James Le, chief operating officer of Kurtzman Carson, assures the
Court that his firm does not have any adverse connection with the
Debtors, their creditors or any other party- in-interest.  He
adds that his firm does not hold or represent an interest adverse
to the Debtors' estates and is a "disinterested person" as
defined in Section 101(14), as modified by Section 1107(b).

Mr. Le discloses that prior to the Petition Date, Kurtzman
performed certain services for the Debtors.  The Debtors do not
owe Kurtzman Carson Consultants, any amount for services
performed or expenses incurred prior to the Petition Date.

                      About Linens N' Things

Clifton, New Jersey-based Linens Holding Co., which does business
through its operating subsidiary Linens 'N Things Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of    
home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of December 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name well as private label home furnishings
merchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

(Linens 'n Things Bankruptcy News Issue No. 3, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


MAGNA ENTERTAINMENT: Posts $46.5 Million Net Loss in First Quarter
------------------------------------------------------------------
Magna Entertainment Corp. disclosed Tuesday its financial results
for the first quarter ended March 31, 2008.

Including discontinued operations, the company reported a net loss
of $46.5 million for the quarter ended March 31, 2008, compared
with net income of $2.5 million in the same period last year.  

                     Discontinued Operations

Discontinued operations for the three months ended March 31, 2008,
and 2007, include the operations of Remington Park in Oklahoma,
Thistledown in Ohio, Portland Meadows in Oregon, Great Lakes Downs
in Michigan and Magna Racino(TM) in Austria.

The net loss from discontinued operations was $33.5 million for
the three months ended March 31, 2008, compared to a net loss of
$3.2 million in 2007.  The net loss in 2008 includes write-downs
of $29.2 million related to Magna Racino(TM) long-lived assets and
$3.1 million related to Instant Racing terminals and the
associated facility at Portland Meadows.

                             Revenues

Revenues from continuing operations were $231.0 million for the
three months ended March 31, 2008, a decrease of $23.2 million or
9.1% compared to $254.2 million for the three months ended
March 31, 2007.  

The decreased revenues from continuing operations were primarily
due to a decline in California revenues of $17.2 million due to a
net loss of eight live race days at Santa Anita Park as a result
of excessive rain and track drainage issues affecting the new
synthetic racing surface that was installed in the fall of 2007.  
In addition, Golden Gate Fields ran one less live race day in the
three months ended March 31, 2008, compared to the prior year
period.

                EBITDA from Continuing Operations

EBITDA from continuing operations decreased to $15.9 million for
the three months ended March 31, 2008, versus $24.6 million for
the three months ended March 31, 2007.  

                      Management's Comments

Frank Stronach, chairman and interim chief executive officer
commented: "We are very disappointed with our first quarter
operating results, some of which can be attributed to weather and
track drainage issues at Santa Anita Park beyond our control, and
some of which reflect short-term disruptions as we continue to
build out our Gulfstream Park commercial joint venture with Forest
City.  I remain fully committed to implementing the company's
previously announced debt elimination plan, and to seeing the
operating results dramatically improved.  I remain optimistic
about MEC's medium term prospects".

Blake Tohana, executive vice-president and chief financial
officer, commented: "Although the weak U.S. real estate and credit
markets have slowed our progress to date on asset sales, we remain
firmly committed to our debt elimination plan.  In April 2008, we
completed the sale of 225 acres of excess real estate located in
Ebreichsdorf, Austria to a subsidiary of Magna International Inc.
for a purchase price of EUR20.0 million ($31.6 million).  In
January 2008, we sold our remaining two parcels of excess real
estate located in Porter, New York for cash consideration of
$1.5 million.  The net proceeds received from these transactions
were used entirely to repay debt."

                            Cash Flows

During the three months ended March 31, 2008, cash used in
continuing operations was $3.6 million, which improved
$12.4 million from cash used in continuing operations of
$16.0 million in the three months ended March 31, 2007, primarily
due to the increased loss from continuing operations being
more than offset by increased depreciation, future tax expense and
the write-down of long-lived assets and decreased balances
relating to due from parent and other accrued liabilities relative
to the prior year period.

Cash provided from financing activities during the three months
ended March 31, 2008, of $16.9 million includes net borrowings of
$16.9 million from the company's controlling shareholder and
$500,000 from bank indebtedness, partially offset by net
repayments of $500,000 of long-term debt.  The company said that
although it continues to implement its debt elimination plan, the
sale of assets under the debt elimination plan is taking longer
than originally contemplated and, as a result, the company will
likely need to seek extensions from existing lenders and
additional funds in the short-term from one or more possible
sources.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$1.2 billion in total assets, $914.9 million in total liabilities,
and $318.2 million in total stockholders' equity.

The company's consolidated financial statements at March 31, 2008,
also showed strained liquidity with $286.9 million in total
current assets available to pay $436.5 million in total current
liabilities.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on March 20, 2008,
Ernst & Young LLP in Toronto, Canada, expressed substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.

At March 31, 2008, the company had $229.1 million of debt due to
mature in the 12-month period ending March 31, 2009, including
amounts owing under the company's $40.0 million senior secured
revolving credit facility with a Canadian financial institution,
which is scheduled to mature on May 23, 2008, amounts owing under
its bridge loan facility of up to $80.0 million with a subsidiary
of MI Developments Inc., the company's controlling shareholder,
which is scheduled to mature on May 31, 2008, and the company's
obligation to repay $100.0 million of indebtedness under the
Gulfstream Park project financings with a subsidiary of MID by
May 31, 2008.  

                    About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(Nasdaq: MECA)(TSX: MEC.A) -- http://www.magnaentertainment.com/  
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  The company also develops, owns and operates
casinos in conjunction with its racetracks where permitted by law.


MAR-ROX: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: Mar-Rox, Inc.
        1300 North 10th St., Ste. 400
        McAllen, TX 78501

Bankruptcy Case No.: 08-70261

Type of Business: The Debtor owns and operates a motel.

Chapter 11 Petition Date: May 6, 2008

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Oscar Luis Cantu, Jr., Esq.
                  Email: r3oscar@aol.com
                  3740 Colony Dr., Ste. 208
                  San Antonio, TX 78230
                  Tel: (210) 507-3573
                  Fax: (210) 447-2545

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

The Debtor does not have any creditors who are not insiders.


MBIA INC: No Reason to Deploy $1.1BB Offering Proceeds, CEO Says
----------------------------------------------------------------
MBIA Inc. Chairman and Chief Executive Jay Brown informed
shareholders in a letter that the company doesn't plan to deploy
the $1.1 billion it raised in its last equity offering until the
company determines the optimal path to its long-term legal and
operating structure and until it has achieved a stable target
capitalization level in the insurance company.  Given the more
than adequate liquidity in both its insurance and asset management
businesses, the company determined that there is no compelling
reason to move the cash at this point.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
MBIA said in a press statement that as part of its plan to raise
capital to meet or exceed the rating agencies' Triple-A
requirements, its primary insurance operating subsidiary, MBIA
Insurance Corporation, intends to issue $1 billion of surplus
notes due 2033.

Also, Mr. Brown explained that the decision to eliminate the MBIA
Inc. dividend significantly reduced its cash needs at the holding
company to around $115 million a year, an amount that the company
expect can be addressed many years into the future from both cash
on hand and dividends from its operating subsidiaries.

As TCR reported on Feb. 26, 2008, MBIA's board of directors voted
to eliminate the quarterly dividend.  The elimination of the
dividend will preserve approximately $174 million on an annualized
basis, which is the amount that the company paid out in dividends
in 2007.  This action was taken at the recommendation of Mr. Brown
to further strengthen the company's financial resources and to
increase its operating flexibility.  The dividend was most
recently reduced on Jan. 9, 2008 to 13 cents, although no
dividends were paid out at that rate.  Additionally, the board
voted to move to an annual dividend evaluation in the first
quarter of each year.

In his letter, Mr. Brown clarified that with more than $12 billion
in invested investment grade assets in the insurance company, the
company stated that it has ample liquidity to meet normal
operating expenses, the interest payment on the new surplus notes
and to pay out expected claims on mortgage-related transactions.  
The combination of installment premiums, investment income, a
short duration and staggered maturity schedule will keep MBIA from
being pressured to sell assets outside of the ordinary course of
managing the portfolio.

A copy of the letter to the owners by Jay Brown is available at:
              
              http://ResearchArchives.com/t/s?2b9f

"I see no need to raise dilutive equity capital to support our
existing business plans.  While I believe the long-term
opportunities for our business remain strong, in my view we have
adequate equity capital to get through this crisis and it makes no
economic sense to our current owners to raise equity capital at
todays price levels."

Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com-- provides financial guarantee insurance,      
investment management services, and municipal and other servicesto
public finance and structured finance clients on a globalbasis.  
The company conducts its financial guarantee business through its
wholly owned subsidiary, MBIA Insurance Corporation and provides
investment management products and financial services through its
wholly owned subsidiary MBIA Asset Management, LLC.
   
MBIA manages its activities primarily through two principal
business operations: insurance and investment management services.   
In February 2007, MBIA Corp. formed a new subsidiary, MBIA Mexico,
S.A. de C.V.  During the year ended Dec. 31, 2006, MBIA
discontinued its municipal services operations.  These operations
included MBIA MuniServices Company.  On Dec. 5, 2006, the company
completed the sale of MBIA MuniServices Company.
                                                 
                      *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Fitch Ratings has decided to maintain its Insurer Financial
Strength and debt ratings on MBIA Inc. and its subsidiaries for
the foreseeable future.  Fitch expects to maintain the MBIA
ratings as long as Fitch believes that it can maintain a clear,
well-supported credit view without access to certain non-public
details concerning MBIA's insured portfolio, to which Fitch will
no longer have access.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service placed the Aaa insurance financial
strength ratings of MBIA Insurance Corporation and its affiliated
insurance operating companies on review for possible downgrade.  
In the same rating action, Moody's also placed the surplus note
rating of MBIA Insurance Corporation (Aa2-rated) and the ratings
of the holding company, MBIA, Inc. (senior debt at Aa3), on review
for possible downgrade.  This rating action reflects Moody's
growing concern about the potential volatility in ultimate
performance of mortgage and mortgage-related CDO risks, and the
corresponding implications for MBIA's risk-adjusted capital
adequacy.  Prior to this rating action, the rating outlook for
MBIA was negative.


MCJUNKIN RED: $475M Shareholder Payment Cues Moody's B1 CF Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
McJunkin Red Man Holding Corp., a B3 rating to its proposed
$450 million term loan facility, and a stable outlook.  At the
same time, Moody's withdrew the corporate ratings and outlook at
McJunkin Red Man Corp. as MRMH is now the highest legal entity
with rated debt in the capital structure.  In addition, Moody's
upgraded MRM's senior secured term loan facility, to B1 from B2,
and its upsized $700 million senior secured asset-based revolving
credit facility to Baa3 from Ba3.

The rating action was prompted by the recent announcement that MRM
will be paying a $475 million shareholder distribution.  The
special distribution will be financed with $25 million of new
borrowings from MRM's ABL facility and the new $450 million term
loan issued at the Holdco level, which represents the return of
the special equity consideration contributed by shareholders to
complete the merger of McJunkin and Red Man in 2007.

The three-notch upgrade to the ABL facility was prompted by 1) the
introduction of loss absorbing subordinated debt at the Holdco
level, which improves the estimated relative recovery of the ABL
facility, and 2) the application of Moody's ABL rating
methodology, which grants well-structured ABLs a one-notch upgrade
above the ratings otherwise indicated by Moody's loss-given-
default methodology.  The introduction of the Holdco debt to
MRMH's capital structure was also responsible for the one-notch
upgrade to the MRM term loan, to B1.

Ratings assigned:

McJunkin Red Man Holding Corp.

  -- Corporate family rating at B1
  -- Term loan facility (LGD6, 91%) at B3

Ratings Upgraded:

McJunkin Red Man Corp.

  -- Senior secured term loan facility to B1 (LGD4, 56%) from B2
  -- Senior secured asset-based revolving credit facility to Baa3
     (LGD2, 18%) from Ba3

Moody's believes the B1 corporate family rating continues to
reflect MRM's modest operating margins typical of distributors, an
assumed moderate downturn in the inherently volatile energy
sector, modest tangible asset coverage, and the potential for
acquisitions.  With the addition of the Holdco debt, MRMH's
consolidated leverage will be relatively high for the energy
sector, at approximately 3.4x pro forma EBITDA as of March 28,
2008.  At the same time, the ratings recognize the company's
improved operating performance in 2008 and solid credit metrics on
an adjusted and pro forma basis primarily due to reduced leverage
relative to 2007 levels.  Moody's also favorably views MRM's
stable operating margins and cash flows primarily due to margin
based and cost-plus customer contracts, the countercyclical nature
of working capital, and modest capital expenditures.  Furthermore,
the ratings reflect MRM's increased size, geographic coverage, and
diversification across the upstream, midstream, and downstream
energy sectors.

The stable outlook reflects Moody's view that key rating factors
are not likely to change over the near term.  Factors that could
negatively impact the ratings include softening of the energy
sector, deterioration in liquidity, a weakening of working capital
metrics, and additional debt-financed acquisitions.  However, if
the company sustains its volume levels and achieves expected cost
savings, MRM could improve its credit metrics by reducing current
debt levels.  Specifically, if the company lowers its adjusted
Debt/EBITDA ratio towards 3.0x on an actual basis, generates
significant free cash flow, and maintains adequate liquidity, the
ratings would likely improve.

McJunkin Red Man Corporation, headquartered in both Charleston,
West Virginia and Tulsa, Oklahoma, is a relatively large
distributor of pipes, valves, and fittings, serving the major end
markets in the process industry; downstream (petroleum refinery
and chemical processing), midstream (gas distribution &
transmission) and upstream (natural gas and oil exploration and
production).


MDI INC: Has Until November 3 to Comply w/ Nasdaq's Bid Price Rule
------------------------------------------------------------------
The Nasdaq Stock Market provided MDI Inc. with an additional
180-calendar-day extension period, or until Nov. 3, 2008, to
regain compliance with the $1 minimum bid price rule as set forth
in NASDAQ Marketplace Rule 4310(c)(4) (the Rule).

The letter stated that although MDI has not yet regained
compliance with the Rule, it has met all initial inclusion
criteria for the NASDAQ Capital Market as set forth in Marketplace
Rule 4310(c), except for the minimum bid price requirement.

The company related that this letter has no effect on the
company's NASDAQ listing and MDI shares will continue to be traded
on NASDAQ during the 180-day extension period.

MDI's management and board of directors are working to address
compliance with the NASDAQ continued listing standards with the
goal of regaining compliance within the 180-day extension period.

To regain compliance, NASDAQ generally requires that the closing
bid price of the company's common stock must meet or exceed
$1 per share for a minimum of 10 consecutive business days.  If
MDI will not be able to demonstrate compliance with the minimum
bid price rule by Nov. 3, 2008, the company would be notified that
its common stock will be delisted.

If that were to occur, MDI would have the opportunity to appeal
the determination to delist its common stock.  The company intends
to pursue all available options to ensure its continued listing on
the Nasdaq Stock Market.

                          About MDI Inc.

Headquartered in San Antonio, Texas, MDI Inc. (NASDAQ:MDII) --
http://www.mdisecure.com/-- is engaged in manufacturing and  
marketing enterprise-grade physical and electronic security
technologies that include open architecture security command and
control software, intelligent access control hardware and video
surveillance management solutions.


MERRILL LYNCH TRUST: Moody's Junks Ratings on Five Cert. Classes
----------------------------------------------------------------
Moody's Investors Service has downgraded ten certificates and
placed on review for possible downgrade seven classes of
certificates, from a transaction issued by Merrill Lynch First
Franklin Mortgage Loan Trust.  The transaction is backed by second
lien loans.  The certificates were downgraded because the bonds'
credit enhancement levels, including excess spread and
subordination were low compared to the current projected loss
numbers at the previous rating levels.

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

Complete rating actions are:

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-A

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

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

  -- Cl. M-1, Downgraded to Aa3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Baa1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Ba3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from A3
  -- Cl. B-1, Downgraded to C from Baa1
  -- Cl. B-2, Downgraded to C from Baa2
  -- Cl. B-3, Downgraded to C from Baa3
  -- Cl. B-4, Downgraded to C from Ba1


MEZZ CAP: Fitch Puts 'CCC/DR5' Rating on $500,000 Class J Certs.
----------------------------------------------------------------
Fitch Ratings has downgraded and assigned distressed recovery
ratings to Mezz Cap's commercial mortgage pass-through
certificates, series 2004-C1, as:

  -- $4.4 million class H to 'B-/DR1' from 'B';
  -- $0.5 million class J to 'CCC/DR5' from 'B-'.

In addition, Fitch has affirmed these classes:
  -- $28.4 million class A at 'AAA';
  -- $2.8 million class B at 'AA+';
  -- $2.3 million class C at 'AA-';
  -- $2.8 million class D at 'A-';
  -- $1.5 million class E at 'BBB+';
  -- $1.6 million class F at 'BBB+';
  -- Interest-only class X at 'AAA';
  -- $1.1 million class G at 'BB+'.

Fitch does not rate the $2.8 million class K certificates.

The downgrades and assignment of distressed recovery ratings are
the result of Fitch's expected losses on specially serviced
assets.  As of the April 2008 remittance report, the pool's
aggregate certificate balance has decreased 4.6% to $48.2 million
from $50.5 million at issuance.  Twenty-one loans (30.0%) have
been defeased.

The mortgage loans consist of two notes - the A note, or senior
component, which is not included in this trust's mortgage assets,
and the B note.  The B notes in this pool consist of subordinate
interests in the first mortgage loans.  All loans are secured by
traditional commercial real estate property types and are subject
to standard intercreditor agreements that limit the rights and
remedies of the B note holder in the event of default and upon
refinancing.  Due to their subordinate positions, B notes which
default and incur a loss are typically 100% non-recoverable.

Four assets (4.0%) are currently in special servicing with losses
expected.  The non-rated class K is sufficient to absorb Fitch's
expected losses; however, if additional loans become specially
serviced class J will likely be impacted.

The largest (1.6%) and second largest (1.1%) specially serviced
assets are multifamily properties owned by the same borrower in
Indianapolis, Indiana, and are more than 90 days delinquent.  No
recovery is expected on the respective B-note portions included in
the trust.

The third specially serviced asset (0.7%) is a multifamily
property in Arlington, Texas and is currently real estate owned.  
A recent appraisal value indicates a complete loss of the B-note
portion included in the trust.

The smallest specially serviced asset (0.6%) is a multifamily
property located in Euless, Texas and is more than 90 days
delinquent.  The special servicer is currently marketing the
property.  A recent appraisal value indicates a complete loss of
the B-note portion included in the trust.


MEZZ CAP: Fitch Junks Ratings on Two Certificate Classes
--------------------------------------------------------
Fitch Ratings has downgraded four classes and assigned a
Distressed Recovery rating to two classes of Mezz Cap's commercial
mortgage pass-through certificates, series 2005-C3, as:

  -- $1.6 million class F downgraded to 'BB+' from 'BBB-';
  -- $1.7 million class G downgraded to 'B+' from 'BB';
  -- $4.9 million class H downgraded to 'CCC/DR1' from 'B';
  -- $0.6 million class J downgraded to 'CCC/DR5' from 'B-'.

In addition, Fitch has affirmed these classes:

  -- $41 million class A affirmed at 'AAA';
  -- Interest only class X affirmed at 'AAA';
  -- $1.8 million class B affirmed at 'AA';
  -- $1.9 million class C affirmed at 'A';
  -- $3.2 million class D affirmed at 'BBB';
  -- $1.8 million class E affirmed at 'BBB-'.

Fitch does not rate the $3.9 million class K certificates.

The downgrades and assignment of the DR ratings are the result of
Fitch's expected losses on specially serviced assets.  As of the
April 2008 remittance report, the pool's aggregate certificate
balance has decreased 1.5% to $62.5 million from $63.4 million at
issuance.  Two loans (2.5%) have been defeased.

The mortgage loans consist of two notes -- the A note, or senior
component, which is not included in this trust's mortgage assets,
and the B note.  The B notes in this pool consist of subordinate
interests in the first mortgage loans.  All loans are secured by
traditional commercial real estate property types and are subject
to standard intercreditor agreements that limit the rights and
remedies of the B note holder in the event of default and upon
refinancing.  Due to their subordinate positions, B notes which
default and incur a loss are typically 100% non-recoverable.

Nine assets (1.6%) are currently in special servicing with losses
expected.  The non-rated class K is sufficient to absorb Fitch's
expected losses; however, if additional loans become specially
serviced class J will likely be impacted.

The largest specially serviced asset (1.2%) is collateralized by
an industrial warehouse in Bend, Oregon, and is 90 days
delinquent.  The property transferred to the special servicer in
October 2007 due to imminent default.  The special servicer is
pursuing foreclosure.

The second largest specially serviced asset (0.9%) is
collateralized by a multifamily property in Tallahassee, Florida,
and is real estate owned.  The asset transferred to the special
servicer in February 2007 due to imminent default.  The special
servicer is marketing the property.


MORRIS PUBLISHING: Moody's Cut Ratings on Covenant Breach Risk
--------------------------------------------------------------
Moody's Investors Service has downgraded Morris Publishing Group,
LLC's Corporate Family rating to B3 from B1 and Probability of
Default rating to Caa1 from B1 following the company's disclosure
that it is at risk of failing to meet one or more of its financial
covenants for the period ended Dec. 31, 2008, and hence may be
required to prepay the entire principal due under the senior
secured credit facility, absent an improvement in financial
performance, a reduction of debt, completion of an amendment,
and/or a refinancing or asset sales.

Ratings downgraded:

  -- Probability of Default Rating -- to Caa1 from B1
  -- Corporate Family Rating -- to B3 from B1
  -- $300 million senior subordinated notes -- to Caa1, LGD4, 56%
     from B2, LGD5, 75%

  -- $175 million senior secured revolving credit facility -- to
     Ba3 LGD1, 8% from Ba1, LGD2, 17%

  -- $89 million senior secured term loan A -- to Ba3 LGD1, 8%
     from Ba1, LGD2, 17%

The rating outlook is negative.

The downgrade incorporates Moody's view that Morris may default
under the financial maintenance covenants of its senior secured
credit agreements at the end of December 2008, due largely to
recessionary market conditions which continue to affect its
largest newspaper publishing markets and which have exceeded
former expectations in terms of their negative impact on the
company's operations.

The negative outlook reflects Moody's view that Morris Publishing
will continue to experience very soft market conditions in most of
its newspaper publishing markets, especially the hard-hit sub-
prime Jacksonville, Florida market, where the company's largest
property - The Florida Times -- Union (accounting for more than
32% of Morris Publishing's 2007 sales) reported more than a 20%
decline in advertising sales for the year ended Dec. 31, 2007.

Somewhat offsetting the risk of the potential technical default
leading to an actual payment default is the perceived above-
average recovery expectation for the company's creditors, a shift
that Moody's has made in concert with the elevated default risk
which has resulted in improved loss given default point estimates
that are supported by the firm's high underlying asset value
relative to its debt burden.

As a private company, controlled and managed by the Morris family,
Morris Publishing and its parent Morris Communications do not
provide any measure of board independence or any meaningful
corporate governance provisions to protect debt holders.  Moody's
remains concerned about the significant level of inter-company
transactions between Morris Publishing, Morris Communications and
other subsidiaries of the ultimate holding company, Shivers
Trading and Operating Company.

Headquartered in Augusta, Georgia, Morris Publishing Group
reported revenues of $374 million for the fiscal year ended
12/31/2007.  Morris Publishing Group is a wholly owned subsidiary
of Morris Communications, which also owns and operates
periodicals, outdoor advertising, book publishing, commercial
printing and radio broadcast properties.


NETBANK INC: Has Until May 12 to File Chapter 11 Plan
-----------------------------------------------------
The U.S Bankruptcy Court in Dallas, Texas, approved NetBank Inc.'s
request to extend the exclusive period within which it could file
a Chapter 11 Plan until May 12, 2008, Bill Rochelle of Bloomberg
News reports.

As reported in the Troubled Company Reporter on April 24, 2008,
the Debtor needed additional time to redraft a plan and
disclosure statement.  The Debtor said that a death in the
family of its lead counsel has delayed the finalization of the
documentation of the plan.

The Debtor said it is presently liquidating its remaining assets
to maximize recovery to creditors.

                         About NetBank

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  The U.S. Trustee for Region 21 appointed
six creditors to serve on an Official Committee of Unsecured
Creditors of the Debtor's case.  Rogers Towers and Kilpatrick
Stockton LLP represent the Committee in this case.  As of
Sept. 25, 2007, the Debtor listed total assets at $87,213,942
and total debts at $42,245,857.


NEWFIELD EXPLORATION: S&P Rates $600MM Subordinated Notes BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
rating to Newfield Exploration Co.'s (BB+/Stable/--) $600 million
in 7.125% senior subordinated notes due 2018.  At the same time,
S&P assigned a recovery rating of '6' to the notes, indicating
our expectation of negligible (0% to 10%) recovery in the event of
a payment default.
     
"Proceeds from the expected offering will be used to refinance
existing debt on Newfield's credit facility and help fund
remaining 2008 capital expenses of around $1.5 billion," said
Standard & Poor's credit analyst Paul Harvey.
     
Although pro forma debt leverage will increase to roughly
$4.10 per barrel of oil equivalent as a result of the transaction,
S&P expect improving production and reserve levels in the near
term as Newfield aggressively develops its Woodford Shale
(Oklahoma), Monument Butte (Utah), and Texas Gulf Coast plays,
which will help buffer current debt.
     
Newfield is a Houston-based independent oil and gas exploration
and production company.


OFFICE PORTFOLIO: Fitch Lifts Rating on $17.1MM Certs. to 'BB+'
---------------------------------------------------------------
Fitch upgraded Office Portfolio Trust commercial mortgage pass-
through certificates, series 2001 HRPT as:

  -- $17.1 million class H to 'BB+' from 'BB'.

In addition, Fitch affirmed and removed these class from Rating
Watch Negative:

  -- $10.8 million class G at 'BBB-';

Fitch affirmed these classes:
  -- $13.6 million class A-1 at 'AAA';
  -- $28.0 million class A-2 at 'AAA';
  -- $91.0 million class A-2FL at 'AAA';
  -- $11.6 million class B-FL at 'AA+';
  -- $15.6 million class C-FL at 'AA';
  -- $11.0 million class D at 'A+';
  -- $10.0 million class E at 'A';
  -- interest only class IO at 'AAA';
  -- $11.1 million class E-FL at 'A';
  -- $17.7 million class F at 'BBB'.

The upgrade and removal of Rating Watch is due to receiving
restated year-end 2007 financials from the borrower.  As a result
of the restatement, YE 2007 NOI increased 6.1%.

The transaction collateral consists of 2.2 million square feet of
office properties located in four metropolitan markets.  The loans
amortize on a 30-year schedule with a maturity date of January
2011.  As of the April 2008 distribution date, the unpaid
principal balance has amortized 8.6%, with the current balance at
$237.5 million compared to $259.8 million at issuance.

As of Dec. 1, 2007 the six cross-collateralized and cross-
defaulted loans has experienced stable occupancy.  Bridgepoint
(17.4%) and Lakewood (9.0%) both located in Austin are 88.2% and
98.4% occupied, respectively.  Herald Square (12.3%) and Indiana
Avenue (8.9%) in Washington D.C. are both 100% occupied.  The
Cedars Sinai Medical (28.0%) building in Los Angeles is 99.9%
occupied.  The PNC Tower (24.4%) in Philadelphia is 91.8%
occupied.  The Fitch stressed NCF for the transaction remains
slightly below that of issuance, however, because market rents
have declined in several markets since issuance.


OTC INTERNATIONAL: Can Hire Garden City as Claims & Noticing Agent
------------------------------------------------------------------
OTC International, Ltd. obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
the Garden City Group Inc. as its claims, noticing, and balloting
agent.

Garden City is expected to notify all potential creditors of the
filing of the bankruptcy petitions and of the setting of the first
meeting of creditors, notify all potential creditors of the
existence and amount of their respective claims as evidenced by
the Debtor's books and records, and assist with the solicitation
and calculation of votes and distribution as required in
furtherance of confirmation of plan of reorganization.

Documents submitted to the Court did not disclose the firm's
professional hourly rates.

Michael Sherin, Esq., the chairman of Garden City, assured the
Court that the firm is disinterested as that term is defined in
Section 101(14) of the U.S. Bankruptcy Code.

                     About OTC International

Long Island City, New York, OTC International, Ltd. --
http://www.otcinternational.com/-- manufactures jewelry and  
precious metal, specializing in diamonds, gold, silver, gemstones,
cameos, and watches.  The company filed for Chapter 11 protection
on April 3, 2008 (Bankr. S.D.N.Y. Case No. 08-11181).  Ian R.
Winters, Esq., and Patrick J. Orr, Esq., at Klestadt & Winters
LLP, represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million and $100 million.


OTC INTERNATIONAL: Court OKs Klestadt & Winters as Bankr. Counsel
-----------------------------------------------------------------
OTC International, Ltd. obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Klestadt & Winters LLC as its general bankruptcy counsel, nunc pro
tunc to April 3, 2008.

Klestadt & Winters is expected to perform all appropriate services
as the Debtor's counsel, including advising, representing, and
preparing all necessary documents on behalf of the Debtor, and
take all necessary actions to protect and preserve the Debtor's
estate during the Chapter 11 case.

Ian R. Winters, Esq., a partner at Klestadt & Winters, told the
Court that the firm's professionals bill these hourly rates:

      Ian R. Winters        $440
      Other Partners        $375 - $550
      Associates            $195 - $335
      Paralegals            $125

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

                     About OTC International

Long Island City, New York, OTC International, Ltd. --
http://www.otcinternational.com/-- manufactures jewelry and  
precious metal, specializing in diamonds, gold, silver, gemstones,
cameos, and watches.  The company filed for Chapter 11 protection
on April 3, 2008 (Bankr. S.D.N.Y. Case No. 08-11181).  Ian R.
Winters, Esq., and Patrick J. Orr, Esq., at Klestadt & Winters
LLP, represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.


PACIFIC LUMBER: Asks Court to Approve Global Plan Settlement
------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, The Pacific Lumber Company, Scotia Development LLC,
Britt Lumber Co., Inc., Salmon Creek LLC and Scotia Inn Inc. --
the PALCO Debtors -- ask Judge Richard Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to approve a
global Plan settlement agreement they entered into on May 1, 2008,
with MAXXAM Inc., MAXXAM Group Inc., MAXXAM Group Holdings Inc.,
Mendocino Redwood Company, LLC, and Marathon Structured Finance
Fund L.P., the Debtors' DIP Lender and Agent under the DIP Credit
Facility.

The Official Committee of Unsecured Creditors supports the
Settlement although it is not a signatory to the Settlement
Agreement, Jack L. Kinzie, Esq., Baker Botts L.L.P., in Dallas,
Texas, informs the Court.

The PALCO Debtors ask the Court to approve the Settlement only as
it relates to them and their bankruptcy estates, Mr. Kinzie
clarifies.  The PALCO Debtors are not asking the Court to approve
all the terms of the Settlement Agreement, because portions of
the Settlement Agreement apply only to non-debtors.

The PALCO Debtors believe that the actions they have undertaken
under the Settlement are mere exercises of their fiduciary
duties; thus, not requiring Court approval.  Nevertheless, the
PALCO Debtors acknowledge that they need the Court's authority to
grant the releases under the Settlement.

The Settlement represents a comprehensive approach to the
resolution of the issues that separated the major stakeholders in
the Debtors' Chapter 11 cases, and helps pave the way for the
confirmation of a Plan of Reorganization for the Debtors that
preserves jobs, strengthens the reorganized companies, recognizes
value in the timberlands, and eliminates years of potential
litigation among the settling parties, Mr. Kinzie notes.

As part of the Settlement Agreement, Marathon and Mendocino
agreed to "greatly improve" their proposed Plan, as reflected in
the Marathon/Mendocino Modified First Amended Joint Plan of
Reorganization delivered to the Court on May 1, 2008, with
Marathon, Mendocino, and the Creditors Committee as plan
proponents.

After engaging in extensive negotiations with Marathon and
Mendocino, the PALCO Debtors now actively support and defend the
Marathon/Mendocino Modified First Amended Joint Plan, Mr. Kinzie
avers.

The salient terms of the Global Plan Settlement are:

       PALCO Debtors'
       Concessions to:             Benefits to PALCO Debtors   
--------------------------   ----------------------------------
A. Marathon and Mendocino    Increase the likelihood of
                              confirmation of the Marathon/
  * Global mutual releases    Mendocino Plan by:
        
  * Support of Marathon/         - eliminating the New Timber
    Mendocino Plan                 Notes and removing the tax
                                   claims portion of the price
  * Withdrawal of PALCO            adjustment;
    Alternative Plan                 
                                 - the contribution of
  * Withdrawal of Support          $580 million in cash by
    for Debtors' Joint Plan        Marathon and Mendocino to
    and Scopac Alternative         Newco, and Newco paying the
    Plan                           Indenture Trustee
                                   $530 million for pro rata
                                   distribution among the
                                   timber noteholders;

                                 - contributing at least
                                   $200 million in new equity
                                   capital;

                                 - preserving jobs and benefits
                                   for the Debtors' employees;
                                   and

                                 - reaffirming the assumption
                                   of the PALCO retirement Plan.

--------------------------   ----------------------------------

B. MAXXAM Entities           (1) Global mutual release
                                  including the release of
  * Global mutual releases        claims that exceed
                                  $40 million
  * Support of Marathon/
    Mendocino Plan            (2) Induce MAXXAM Entities to
                                  provide tax indemnification to
  * Withdrawal of PALCO           Marathon and Mendocino, which
    Alternative Plan              was an important factor in
                                  Marathon's and Mendocino's
  * Withdrawal of support         decision to make Plan
    for the Debtors' Joint        modifications
    Plan and Scopac
    Alternative Plan.

--------------------------   ----------------------------------

Marathon also agrees to pay MAXXAM $2.25 million in cash upon the
Court's approval of the Settlement Agreement.

A full-text copy of the Global Plan Settlement Agreement is
available for free at:

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

Mr. Kinzie relates that the MAXXAM Entities' agreement to
indemnify Newco and others for certain tax liabilities is an
important feature of the Settlement Agreement.  The indemnity
enabled Marathon and Mendocino to modify the Marathon/Mendocino
Plan to increase the cash distribution to the timber noteholders
to $530 million -- subject to adjustment as provided in the Plan
-- and to change the form of distribution from cash and New
Timber Notes to an "all cash" payment.

In order for the MAXXAM Entities to agree to provide the
indemnity, they sought certain releases from the PALCO Debtors,
Mr. Kinzie relates.  The PALCO Debtors believe that the MAXXAM
Entities would not have agreed to provide the indemnity to Newco
without the releases, in which case, the entire settlement may
never have happened.

The releases granted by the PALCO Debtors are a vital element of
consideration in reaching a deal, Mr. Kinzie notes.  If the
Settlement Motion is approved and the Marathon/Mendocino Plan is
confirmed and becomes effective resulting in the MAXXAM Entities
receiving a release from the PALCO Debtors, the PALCO Debtors
will in return receive a release from the MAXXAM Entities, which
results in the elimination of more than $40 million in unsecured
claims.  "This result avoids significant litigation costs of its
own and eliminates the possibility of a significant dilution to
the recovery of unsecured creditors," Mr. Kinzie says.

No causes of action that belong to Scotia Pacific Company LLC are
released under the Settlement Agreement, because Scopac is not a
party to the Settlement, according to Mr. Kinzie.  The PALCO
Debtors, however, reserve their right to amend the Settlement
Motion if an agreement with Scopac can be reached prior to any
hearing.

Although confirmation of the Marathon/Mendocino Plan is not
conditioned in any way on the approval of the Settlement
Agreement, the Settlement Agreement and the changes resulting in
the Marathon/Mendocino Plan were negotiated simultaneously and
have greatly streamlined the remaining portion of the
confirmation hearings, Mr. Kinzie maintains.

                     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. 58;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Plan Confirmation Trial Extended to May 15
----------------------------------------------------------
Judge Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas, Corpus Christi Division, has again
extended the Pacific Lumber Company confirmation trial to May 15,
2008.

Judge Schmidt has ordered for closing arguments with respect to
the PALCO rival Chapter 11 plans to be heard May 15 and 16.  
Briefing schedules are to be submitted to the Court May 13.    

Another four-day confirmation trial took place in Judge Schmidt's
courtroom from April 29, 2008, through May 2, 2008, for the
presentation of evidence with respect to PALCO's ongoing plan
issues.  One of the main issues tackled at those hearings is how
much the Scotia Pacific Company LLC timberlands, totaling more
than 200,000 acres, are really worth.  Certain expert testimony
were heard, and several witnesses were crossed examined during the
hearings.  

On May 1, PALCO chief financial officer Gary Clark testified to
the Court that PALCO's cash availability is rapidly dwindling,
which could possibly hamper the company's operations by July
2008, The Eureka Reporter discloses.  "Delays will only make that
worse," John Fiero, Esq., of Pachulski Stang Ziehl & Jones LLP,
in San Francisco, California, on behalf of the Official Committee
of Unsecured Creditors, agreed with Mr. Clark, the newspaper
adds.

Mr. Clark also informed the Court May 1 that he has resigned from
his position as PALCO's chief financial officer.

Going forward, Judge Schmidt has reminded the parties to
concentrate on the central issue of the timberland valuation,
according to The Eureka Reporter.  The Court has asked each plan
proponent to prepare its comment on the expert testimony on
timberland valuation presented in the latest confirmation
hearings, which to its opinion are right and which are incorrect,
and its reason for believing so, the newspaper relates.  

The current valuations for the Scopac timberlands range from $400
million to $900 million.

                MAXXAM Supports Marathon/MRC Plan

Mendocino Redwood Co. LLC and Marathon Structured Finance Fund
LP, PALCO's secured lender, delivered to the Court a modified
plan on May 1.  The modified Plan now offers $530 million in cash
to noteholders.  "We believe we have enhanced the valuation to
the full extent we can," Mendocino attorney Allan Brilliant told
The Times-Standard.

As previously reported, PALCO attorneys have informed Judge
Schmidt that the company engaged in negotiation talks with
Marathon and Mendocino to come up with a consensual plan.

Subsequently, MAXXAM Inc., the parent company of PALCO, expressed
its entire support for the modified Marathon/MRC Plan.  In
exchange for its support, the parent company would get $2.25
million in exchange for tax protection measures under the
Marathon/MRC Plan, The Times-Standard reports.  

Scopac has not expressed support for the Marathon/MRC Plan.

                      BoNY Continues to Resist

The Bank of New York Trust, the Indenture Trustee for timber
notes issued by Scopac, is not a party to the Marathon/MRC/PALCO
deal.  BoNY is owed by Scopac about $800 million with respect to
the Timber Notes.

BoNY's rival plan for PALCO contemplates an auction of the Scopac
timberlands.  BoNY continues to insist that its plan is the best
for Scopac creditors.  BoNY has also argued extensively on the
valuation of the Scopac timberlands.

In other news, the Associated Press disclosed that Harvard
University's endowment fund has expressed interest last May 1 in
acquiring the Scopac timberlands.  Harvard attorney Steven Hoort
told the Court that the Fund is ready to bid for the timberlands
at a much higher price than Marathon's, the AP said.  

BoNY urged Judge Schmidt to consider the Fund's offer, according
to the Times-Standard.  The Fund, however, reportedly backed out
from its offer late May 1, Times-Standard added.

The Eureka Reporter disclosed, in a separate report, that a "Neal
Wolf" called the Court to inform that his client is contemplating
on finalizing a written proposal for $565 million to $590 million
for the Scopac timberlands and a 20-year log supply agreement for
the Scotia mill.  Mr. Wolf's client has been identified as
TimberStar, an entity that owns timberlands in Maine, Texas, and
Louisiana.

To note, Beal Bank has previously expressed interest in acquiring
the Scopac timberlands for $603 million.

                     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. 58;
http://bankrupt.com/newsstand/or 215/945-7000).


PEOPLE'S CHOICE: Panel Is Sole Plan Proponent; CEO Dispute Fixed
----------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California designated the Official Committee of Unsecured
Creditors in People's Choice Financial Corp.'s chapter 11 cases as
the sole plan proponent under the Third Amended Joint Liquidating
Plan of Reorganization dated April 11, 2008, and the associated
Disclosure Statement the panel originally co-proposed with the
Debtors.

The Court, in its ruling, held that the objections raised by Neil
Kornswiet, former CEO and present director of People's Choice Home
Loan, Inc., People's Choice Funding, Inc., and People's Choice
Financial Corporation, "is resolved on the terms set forth in the
record of the Court."

On behalf of Mr. Kornswiet, Nathan A. Schultz, Esq., at Stutman,
Treister & Glatt Professional Corporation, in Los Angeles,
California, argued that on its face, the Committee's request is a
"non-starter" and that only a plan proponent can modify a plan.  
Mr. Schultz pointed out that the only plan and disclosure
statement on file were never validly authorized by the Debtors in
the first place, a fact that the Debtors' counsel has since
acknowledged.

In its request, Mr. Schultz said, the Creditors Committee also
sought alternative remedies:

   i) Authority to amend a facially invalid plan in direct
      contravention of the requirements of Section 1127 of
      the Bankruptcy Code, or

  ii) Approval of a newly proposed disclosure statement before
      it or the plan has been filed in direct contravention of
      the Rules 3016, 3017 and 9006 of the Federal Rules of
      Bankruptcy Procedure.

Even if the Creditors Committee were to file its plan and
disclosure statement in advance of the scheduled hearing, the
Motion fails to provide any evidence to support a finding by the
Court that cause exists to approve a Committee-sponsored
disclosure statement on the shortest of all possible notice,
Mr. Schultz argued.

But far more concerning is the Creditors Committee's attempt to
"sweep under the rug" the Debtors' failure to implement essential
corporate governance mechanics with respect to the plan process.  
Parties-in-interest were led to believe that the versions of the
plan and disclosure statements filed over the last several weeks,
which have been subject of lengthy hearings and extensive review
and discussions among the parties, reflected the considered
judgment of the Debtors and the support of the Creditors
Committee, Mr. Schultz stated.

Now, it has become apparent that the Creditors Committee will be
the driving force behind a plan for which the Debtors have
withdrawn their "sponsorship," Mr. Schultz avers.  These recent
developments are not "technical glitches that can be fine-tuned"
on shortened notice; they reflect fundamental issues for the
Debtors' estates that must be fully vetted, he asserted.

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking      
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


PEOPLE'S CHOICE: Panel Can Solicit Votes On Liquidation Plan
------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California permitted the Official Committee of Unsecured Creditors
in People's Choice Financial Corp.'s chapter 11 cases to commence
soliciting votes on, and subsequently seek confirmation of, the
Joint Liquidating Plan of Reorganization of People's Choice Home
Loan, Inc., People's Choice Funding, Inc., and People's Choice
Financial Corporation.

The Creditors Committee has sought the Court's approval to be
named as sole proponents of the Liquidating Plan after former CEO
and current director defendant Neil B. Kornswiet claimed that the
Debtors did not have the corporate authority to file the Plan.  
Judge Robert N. Kwan has approved the Committee's request, and
ruled that the disclosure statement explaining the terms of the
Plan contains adequate information that would permit creditors to
reach an informed judgment on the Plan.

Judge Kwan held hearings on April 7, April 14, April 16, and
April 22, 2008 with respect to the adequacy of the information in
the Disclosure Statement.  All objections to the Disclosure
Statement have been settled or are overruled.

The hearing to consider confirmation of the Liquidating Plan,
which is now sponsored solely by the Creditors Committee, will
commence on July 23, 2008, at 9:00 a.m.

        Committee Asks Unsecured Creditors to Support Plan

The Committee recommends to holders of general unsecured claims
that they vote to accept the Liquidating Plan.  The Committee
says it has worked closely with management of the Debtors and the
Debtors counsel in developing the Plan and submits that the Plan
represents the best alternative for unsecured creditors.

The Plan contains a global compromise among the estates.  The
global compromise, according to the Committee, will permit the
estates to avoid potentially protracted and expensive litigation
over claims between and among the estates, and over issues of
substantive consolidation, that could delay and impair recoveries
to general unsecured creditors.  The global compromise is a
cornerstone of the Plan.  In the absence of confirmation of the
Plan, it is far from certain that such a global compromise would
be consummated.

The Committee adds that the Plan also accomplishes a further
critical result -- it permits the Debtors to preserve the status
of PCFC as a real estate investment trust.  If PCFC's REIT status
is not preserved, this could result in significant consequences
and claims that could ultimately impair recoveries to general
unsecured creditors of the estates.  If the Plan is not
confirmed, and the cases are converted to Chapter 7 of the
Bankruptcy Code, the Committee does not believe that the Debtors
will be able to preserve their REIT status.

"For these and the other reasons set forth in the Disclosure
Statement, the Plan is reasonable, is calculated to minimize
expensive estate litigation, and is superior to conversion to
chapter 7."

The Committee notes that the Plan provides that holders of
general unsecured claims shall receive distributions after all
senior claims have been satisfied in full.  The Plan provides
that holders of general unsecured claims against PCHLI and
Funding will receive 10% to 14% recovery, while holders of
unsecured claims against PCFC will receive 0% to 1% recovery.

                      Solicitation Schedule

Unsecured Creditors and other parties entitled to vote on the
Plan are required to submit their ballots by July 2, 2008
at 5:00 p.m. Pacific Time to XRoads Case Management Services, the
balloting agent.

The Committee will send solicitation packages -- containing a
notice of the confirmation hearing, and Plan-related deadlines --
to all creditors, all equity security holders, the Debtors, the
United States Trustee, the U.S. Securities and Exchange
Commission, the Internal Revenue Service and special notice
parties.  The solicitation packages sent to members entitled to
vote under the Plan -- Classes 3A through 3C and Classes 4A
through 4C -- will include ballots.

The guidelines in tabulating the Ballots include:

   (a) Any creditor whose claim is the subject of a pending
       objection will not be entitled to vote on the Plan and the
       vote will not be counted in determining whether the
       requirements of Section 1126(e) of the Bankruptcy Code
       have been met unless the claim has been temporarily
       allowed for voting purposes by Court order.

   (b) If an entity submits a Ballot for a claim or interest (i)
       for which there is no timely proof of claim or interest
       filed asserting a claim amount and for which there is no
       corresponding Scheduled Amount, or (ii) which is the
       subject of an unresolved objection filed before the
       Confirmation Hearing, the Ballot will not be counted
       unless otherwise ordered by the Court.

   (c) If a creditor asserts duplicate claims in multiple
       classes, the Creditors Committee will select the proper
       class and that creditor will have only one vote for those
       claims.  The Creditors Committee will count only one
       Ballot for purposes of those claims.

   (d) Creditors that have claims in more than one voting class
       under the Plan must submit a separate Ballot for voting
       their claims in each class.

   (e) If any entity casts more than one eligible Ballot with
       respect to the same claim or interest before the Balloting
       Deadline, the last Ballot received before the deadline
       will be deemed to supersede any prior Ballots by the
       entity with respect to that claim or interest.

   (f) Any incomplete or untimely Ballot will not be counted.
       Any Ballot that is signed but that does not indicate an
       acceptance or rejection of the Plan will be deemed to be a
       Ballot accepting the Plan.

The Creditors Committee will file the Plan supplement containing
forms of final documents at least 10 days before the Balloting
Deadline.

The Creditors Committee may extend the Balloting Deadline or
modify or waive these procedures with respect to any Ballots.  
Any extension, waiver or modification will be indicated in
connection with the submission of the report on balloting.

                Confirmation Objections Due July 3

The Court has set July 3 as the deadline to file and serve briefs
in support of or against confirmation and submit supporting
evidence, including final declarations.  Parties, however, are
asked to submit their preliminary objections by May 12.  Hearings
on the confirmation of the Plan will be begin July 23, but
parties will hold depositions before that and pre-trial
conferences before that date.

The Confirmation Briefing Schedule provides for this timetable:

   Date          Description
   ----          -----------
   05/05/08      Deadline for the plan proponent to file and
                 serve: (a) a preliminary statement that
                 identifies and generally describes the
                 proponent's prima facie case in support of
                 confirmation of the Plan and (b) a preliminary
                 witness list that identifies the individuals
                 that the proponent anticipates using in support
                 of confirmation and a general description of the
                 expected testimony of those individuals.

   05/12/08      Deadline for any party objecting to confirmation
                 to file and serve: (a) a preliminary statement
                 that identifies and generally describes each of
                 its objections to confirmation of the Plan and
                 (b) a preliminary witness list that identifies
                 the individuals who the objecting party
                 anticipates using in support of the objections
                 and a general description of the expected
                 testimony of those individuals.

   05/14/08      Deadline to serve requests for admission,
                 document requests and interrogatories.

   05/30/08      Completion of requests for admission, document
                 production and responses to interrogatories

   06/04/08      Deadline for the plan proponent and any
                 objecting party to file and serve, to the extent
                 any of the witnesses is an expert witness, a
                 copy of the expert witness report as required
                 under Rule 26(a) of the Federal Rules of Civil
                 Procedure.

                 Deadline for the plan proponent to file and
                 serve a preliminary exhibit list detailing all
                 documents on which the proposed witnesses will
                 base their testimony or which will be admitted
                 in support of confirmation.

                 Deadline for any party objecting to confirmation
                 to file and serve a preliminary exhibit list
                 detailing all documents on which the proposed
                 witnesses will base their testimony or which
                 will be admitted in support of the objections to
                 confirmation.

   06/05/08      Commencement of depositions.

   06/05/08      Deadline to serve Solicitation Package.

   06/11/08      Deadline to file and serve motions to
                 temporarily allow or disallow claims solely for
                 purposes of determining who may vote on the
                 Plan.

                 Deadline to stipulate to temporary allowance or
                 disallowance of a claim solely for purposes of
                 determining who may vote on the Plan.

   06/25/08      Deadline to object to motions to temporarily
                 allow or disallow claims solely for voting
                 purposes.

   07/01/08      Completion of depositions.

   07/02/08      Balloting Deadline.

   07/03/08      Deadline to reply to motions to temporarily
                 allow or disallow claims for voting purposes.

                 Deadline to file and serve briefs in support of
                 or against confirmation and submit supporting
                 evidence, including final declarations.

   07/09/08      Hearing on motion to temporarily allow or
                 disallow claims for voting purposes.

                 Deadline to file summary of Ballots.

   07/17/08      Deadline to file and serve reply briefs in
                 support of or against confirmation.
                 Exchange of final exhibits and witness lists.

   07/18/08      Deadline to file stipulation re admissibility of
                 exhibits or written evidentiary objections.

   07/18/08      Pre-trial conference.
  
   07/23/08 to   Plan Confirmation Hearings.
   07/25/08      

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking      
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


PNM RESOURCES: S&P Cuts Corporate Credit Rating to BB- from BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'BB-' from 'BB+' on PNM Resources, Inc. and its electric
utility subsidiaries Public Service Co. of New Mexico and Texas-
New Mexico Power Co.  In addition, Standard & Poor's affirmed its
'BB+' debt ratings on both PNM and TNMP; unsecured debt at both
utility affiliates were assigned a '1' recovery rating, indicating
a very high (90%-100%) recovery in the event of payment default.  
Finally, Standard & Poor's lowered its rating to 'BB-' from 'BB'
on PNMR's senior unsecured debt.  All entities were removed from
CreditWatch, where they were placed April 18, 2008; the outlook is
stable.  
     
"The rating action reflects the creditworthiness of the entity as
it confronts several operational challenges coupled with a
deterioration in its financial performance," said Standard &
Poor's credit analyst Antonio Bettinelli.  "The company's
substantial speculative trading loss of $30.3 million post tax at
its unregulated unit, First Choice Power highlights management's
ineffectiveness and lack of attentiveness in regard to risk
controls and tolerance levels at the higher-risk trading unit."
     
This trading misstep, coupled with ongoing poor operational
performance from its generating fleet, asset write-downs,
liquidity pressure from refinancing risk and higher commodity
prices, as well as protracted proceedings with regulators,
contribute to a weaker credit profile for PNMR.  It also places an
unexpected strain on consolidated financial results for 2008, and
further burdens the company's weak liquidity position.
     
Given the operational challenges the firm faces, its strained
financial condition, and the continued regulatory proceedings,
positive credit momentum is beyond reach at the current time.
Rating degradation could occur if the firm is unsuccessful in
meeting its operational and financial challenges.


POWERMATE HOLDINGS: Gets Court OK on $10.3 Mil. Asset Sale
----------------------------------------------------------
The Hon. Kevin Gross of the United States Bankruptcy Court for
the District of Delaware authorized Powermate Holding Corp. and
its debtor-affiliates to sell certain assets for $10,372,519 in
the aggregate, free and clear of liens and interests.

In April, the Debtors entered into an separate asset purchase
agreement with a group of "stalking-horse" bidders -- Tap
Enterprises, MAT Industries LLC and Homelite Technologies Ltd. --
wherein each of the bidders were required to pay a break-up fee
of 2.5% of the purchase price, if outbid by another party.

    Stalking-Horse          Acquired           Purchase
    Bidder                  Asset              Price
    --------------          --------           --------
    Homelite Technologies   machinery and      $5,498,143
    Ltd.                    equipment
                               

    Tap Enterprises Inc.    finished goods     $2,525,385
                            and reconditioned
                            inventory

    Tap Enterprises Inc.    machinery and      $2,049,000
                            equipment

    MAT Industries LLC      trademarks         $300,000

Judge Gross approved the Debtors' proposed bidding procedures for
the sale of certain assets on April 24, 2008.

A full-text copy of Asset Purchase Agreement dated April 18, 2008,
with Homelite is available for free at

                http://ResearchArchives.com/t/s?2b9a

A full-text copy of Asset Purchase Agreement dated May 2, 2008,
with Tap Enterprises is available for free at

                http://ResearchArchives.com/t/s?2b9b

A full-text copy of Asset Purchase Agreement dated April 16, 2008,
with Tap Industries is available for free at

                http://ResearchArchives.com/t/s?2b9c

A full-text copy of Asset Purchase Agreement dated April 16, 2008,
with MAT Industries is available for free at

                http://ResearchArchives.com/t/s?2b9d

                      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 seven creditors to serve on an
Official Committee of Unsecured Creditors.  Monika J. Machen,
Esq., at Sonnenschein Nath Rosenthal LLP, represents the
Committee in these cases.

When the Debtors filed for protection from their creditors, they
listed assets and debt between $50 million and $100 million.


PRC LLC: ACE American et al. Oppose Disclosure Statement
--------------------------------------------------------
The ACE American Insurance Company, ACE Property & Casualty
Insurance Company, and Illinois Union Insurance Company complain
that PRC LLC and its debtor-affiliates' Disclosure Statement does
not contain adequate information concerning the treatment of the
insurance policies between ACE and the Debtors.

According to Karel S. Karpe, Esq., at White and Williams LLP, in
New York, ACE has issued various insurance policies since 2003,
providing for prepetition and postpetition coverages to the
Debtors and possibly their non-debtor affiliates, in the form of
workers compensation and employers liability, errors & omissions,
property fire and other casualty insurance.  At times, ACE's
coverage obligation includes the duty to defend.  

The Policies require the Debtors to pay premiums, to provide
notice of claims, and to participate in the investigation and
defense of claims.  The Policies also give ACE rights to
participate in the defense and settlement of claims in instances
where ACE does not have a duty to defend.

The Policies include provisions that obligate the Debtors to
preserve and transfer to ACE any rights they may have against
others to recover all or any part of any payment that ACE makes
under the insurance policies.  All of these obligations are
ongoing and continuing.

Ms. Karpe argues that the Disclosure Statement does not contain
adequate information concerning the Debtors' proposed Plan of
Reorganization's treatment of the ACE Policies or the consequences
of that treatment.

Thus, ACE objects to the Disclosure Statement to the extent that:

     * it indicates that insurance policies will be treated as   
       executory contracts, but does not indicate whether the
       Debtors will be assuming or rejecting any insurance
       policies or whether the Reorganized Debtors will be
       performing the Debtors' obligations under the ACE
       Policies;   

     * it preserves Debtors' rights under insurance policies, but
       says nothing about ACE's rights;  

     * it indicates that the Debtors will reject all executory
       contracts except for those included in a schedule of
       executory contracts that purportedly will be included in
       the Debtors' Plan Supplement, but the Plan Supplement will
       not be submitted until five business days before the
       deadline for approval or rejection of the Debtors'
       proposed Plan;  

     * it does not contain any provisions indicating if and how
       the Debtors' obligations under the ACE Policies will be
       performed by the Reorganized Debtors;

     * it does not contain any provisions indicating if and how
       the premiums currently owed under the ACE Policies and to
       be owed under the ACE Policies will be paid;  

     * it indicates that the Reorganized Debtors are provided the
       sole authority to object to, litigate, settle or adjust
       claims.  These provisions appear to conflict with the
       Debtors' obligations under the ACE Policies and may also
       jeopardize coverage, Mr. Karpe says;

     * it indicates that the Plan will enjoin certain claims
       against the Debtors, certain other parties, and the
       Debtors' assets.  These provisions may interfere with
       ACE's ability to investigate, defend, litigate and settle
       claims in the ordinary course of business and therefore
       possibly jeopardize coverage; and

     * it indicates that the proposed Plan will preserve
       the Debtors' rights of setoff, but expressly preclude the
       rights of setoff, recoupment or subrogation belonging to
       other parties.

Accordingly, ACE asks the U.S. Bankruptcy Court for the Southern
District of New York not to approve the Disclosure Statement
unless the objections it raised are addressed.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer            
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Court Extends Action Removal Period to July 21
-------------------------------------------------------
The Honorable Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York extended the deadline by which PRC
LLC and its debtor-affiliates must remove their prepetition
actions until the earlier of the effective date of a confirmed
Chapter 11 plan, or July 21, 2008.

As of April 1, 2008, PRC LLC is a party to some non-bankruptcy
causes of actions filed in various venues throughout the United
States, each of which was filed before the date of bankruptcy.

The Debtors told the Court that their objective is to exit
bankruptcy expeditiously and, to that end, the Debtors' have
focused their efforts on preparing their bankruptcy schedules,
motions to assume or reject prepetition contracts or leases, a
disclosure statement, and a plan of reorganization.

The Debtors related that they are analyzing various aspects
of each Action, but did not believe they are able to make informed
decisions as to whether to file notices of removal in each case
by April 22, 2008.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer            
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Court Extends Lease Decision Period to August 20
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time within which PRC LLC and its debtor-affiliates
may assume or reject their unexpired leases and executory
contracts pursuant to Section 365(d)(4) of the U.S. Bankruptcy
Code to the earlier of the effective date of a confirmed Chapter
11 plan, or Aug. 20, 2008.

As reported in the Troubled Company Reporter on April 10, 2008,
the Debtors told the Court that they are party to numerous leases
of non-residential real property which, in most instances, provide
the premises used as contact centers in connection with the
Debtors' core business operations.  

Since the filing of bankruptcy, the Debtors have diligently
reviewed their business needs with respect to leased premises and
have filed several motions to reject leases.  Currently, the
Debtors lease 19 premises for which no motion to assume or reject
has been filed with the Court.  A list of these
leases is available for free at:

              http://researcharchives.com/t/s?2a5b

The Debtors' objective is to exit bankruptcy expeditiously.  To
that end, the Debtors have focused significant attention on
preparing and filing bankruptcy schedules, a disclosure statement,
and a plan of reorganization.

While the Debtors are working as expeditiously as possible to
analyze all aspects of their businesses, they did not believe it
will be possible to make an informed decision as to whether to
assume or reject all of the Leases by May 22, 2008.  The Debtors
said they do not want to forfeit any of the Leases as a result of
the "deemed rejection" provision of Section 365(d)(4).

The Debtors assured the Court that their landlords will not be
prejudiced by the requested extension.  The Debtors noted that
they are current, and intend to remain current, on their
postpetition obligations under the Leases.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer            
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRIMUS TELECOM: Posts $3MM Net Loss in 1st Quarter Ended March 31
-----------------------------------------------------------------
PRIMUS Telecommunications Group Incorporated disclosed on Monday
results for the first quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$425.6 million in total assets and $877.1 million in total
liabilities, resulting in a $451.5 million total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $191.8 million in total current
assets available to pay $228.1 million in total current
liabilities.

The company reported a $3.0 million net loss for the quarter,
compared to a net loss of $2.6 million in the first quarter of
2007.  

First quarter 2008 net revenue was $227 million, in line with net
revenue of $227.0 million in the first quarter of 2007.

The net loss in the first quarter of 2008 includes a $2.0 million
gain from early extinguishment of debt and a $2.0 million gain on
foreign currency transactions.  The net loss in the first quarter
of 2007 includes a $6.0 million loss on early extinguishment or
restructuring of debt and a $3.0 million gain on foreign currency
transactions.

"We are encouraged by the results in the first quarter,
particularly the sequential growth in both overall and retail
revenue - a goal that we have been pursuing," said K. Paul Singh,
chairman and chief executive officer of PRIMUS.  "While we
recognize that a single quarter is far from a trend, we hope the
results are an early indication that our targeted investments in
sales and marketing and infrastructure will lead to further
progress in increasing retail revenues.

"Despite the positive revenue performance in the first quarter, we
believe it is premature to adjust our prior guidance of a 2% to 5%
yea-over-year net revenue decline.  Similarly, assuming currency
exchange rates remain at current levels, we confirm our prior 2008
Adjusted EBITDA guidance to be in the range of $65.0 million to
$80.0 million.  That outcome will be influenced by the success we
achieve in our expanded sales and marketing efforts.  In addition,
we now expect capital expenditures for the year to be in the
$25.0 million to $30.0 million range, approximately $5.0 million
lower than our prior guidance," Mr. Singh said.

"During the first quarter, we accomplished the following: opened
new, and expanded existing, data centers in Canada and Australia;
expanded the global DSLAM footprint by 35 to a total of 288 to
expand the availability of our broadband services; augmented
network capacity to offer higher speed DSL services in Australia
and Canada; and continued growth of the company's direct sales
force and telemarketing capabilities across its major markets,"
Mr. Singh stated.

"Also, during the quarter, we purchased and retired $15.0 million
principal amount of the company's outstanding debt maturing in
2009.  In addition, we completed the sales of a minority equity
investment in a Japanese entity and surplus fiber assets for an
aggregate $3.0 million in cash proceeds.  We continue to pursue
other potential sales of select assets to improve our liquidity
and narrow our geographical focus to our major franchises in the
United States, Canada, Australia and Europe.  

"However, the uncertainty in the capital markets combined with a
weak overall economic outlook may extend our time horizon to meet
our goal of generating $50.0 million in cash proceeds from assets
sales, particularly if valuation parameters are not at acceptable
levels," Mr. Singh concluded.

               First Quarter 2008 Financial Results

"First quarter 2008 net revenue was $227.0 million, up 2% or
$4.0 million from the prior quarter and in line with the first
quarter 2007.  The $4.0 million revenue increase as compared to
the prior quarter was comprised of a $3.0 million increase in
wholesale services revenue and a $1.0 million increase in retail
services revenue," said Thomas R. Kloster, chief financial
officer.  

"The growth in retail services revenue reflects continued
increases from high-margin broadband, VOIP, local, wireless, data
and hosting revenues, which, for the first time in over nine
quarters, exceeded the decline in legacy voice and dial-up
Internet services revenue.  We believe attaining retail revenue
growth lends validity to our strategy of making network
investments and shifting resources to sales and marketing."

Net revenue less cost of revenue was $84.0 million or 37.3% of net
revenue in the first quarter as compared to $82.0 million and
36.3% in the year-ago quarter.  

Selling, general and administrative expense in the first quarter
was $69.0 million, up $1.0 million from $68.0 million in the year-
ago quarter.

Income from operations was $10.0 million in the first quarter of
2008 (including a $3.0 million gain from sale of assets), an
improvement of $2.0 million from the first quarter of 2007.

First quarter 2008 Adjusted EBITDA was $15.0 million, an increase
of $1.0 million from $14.0 million in the year-ago quarter.  

Interest expense for the first quarter 2008 was $15.0 million, up
from $13.0 million in the first quarter 2007.  The increase over
the year-ago quarter is attributable to the interest related to
the 14 1/4% Senior Secured Notes, issued in February and March
2007.

Income tax expense for the first quarter was $2.0 million, which
includes charges for determination of possible future tax
obligations under Financial Accounting Standards Board
Interpretation No. 48, "Accounting for Uncertainty in Income
Taxes," and withholding tax expense for intercompany interest and
royalty fees owed by certain foreign subsidiaries.

                 Liquidity and Capital Resources

PRIMUS ended the first quarter 2008 with a cash balance of
$67.0 million ($56.0 million unrestricted) as compared to
$91.0 million ($81.0 million unrestricted) as of Dec. 31, 2007.

The $25.0 million decrease in unrestricted cash balance is
comprised of $7.0 million for capital expenditures primarily to
fund the previously announced Australian DSLAM network expansion
and the Canadian data center expansion, $16.0 million for interest
payments, $11.0 million to purchase and retire $15.0 million
principal amount of the company's outstanding debt maturing in
2009, $2.0 million for scheduled debt principal reductions, and
$7.0 million for working capital movements.  These declines are
offset by $15.0 million of Adjusted EBITDA, and $3.0 million from
the sale of assets.

Free Cash Flow for the first quarter 2008 was negative
$14.0 million (comprised of $7.0 million used in operating
activities and $7.0 million utilized for capital expenditures) as
compared to negative $13.0 million in the year-ago quarter.

The principal amount of PRIMUS's long-term debt obligations as of
March 31, 2008, was $649.0 million, as compared to $664.0 million
at Dec. 31, 2007.

                       About PRIMUS Telecom

Headquartered in McLean, Virginia, Primus Telecommunications Group
(OTC: PRTL) -- http://www.primustel.com/-- is an integrated  
communications services provider offering international and
domestic voice, voice-over-Internet protocol (VOIP), Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  

PRIMUS provides services over its global network of owned and
leased transmission facilities, including approximately 500
points-of-presence (POPs) throughout the world, ownership
interests in undersea fiber optic cable systems, 18 carrier-grade
international gateway and domestic switches, and a variety of
operating relationships that allow it to deliver traffic
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Moody's Investors Service downgraded Primus Telecommunications
Group Incorporated's corporate family rating to Ca from Caa3.  


PROPEX INC: Can Exercise Business Judgment for Idle Assets
----------------------------------------------------------
The Hon. John Cook of the U.S. Bankruptcy Court for the Eastern
District of Tennessee authorized Propex Inc. and its debtor-
affiliates to exercise their business judgment in determining
whether to sell, dispose of, or transfer certain miscellaneous
property, up to an aggregate of $500,000.

Before disposition of any miscellaneous property, the Debtors
will provide its Official Committee of Unsecured Creditors a
notice of, and information about, the disposition, the Court
held.  The Creditors Committee then has seven business days to
notify the Debtors, in writing, of any objection.

The Debtors are authorized to complete the proposed transaction,
if the Creditors Committee does not timely notify them of an
objection, the Court stated.  However, if the Creditors Committee
timely objects, the Debtors will not close on the proposed
transaction without receiving either the Creditor Committee's
consent, or the Court's order.

The Debtors will provide the Creditors Committee and the DIP
Lenders with a report describing any sale, disposal or transfer
of the Miscellaneous Property, on or before the 20th day of every
month, beginning May 2008.

The sale, disposal or transfer of the Miscellaneous Property will
be deemed to have been made free and clear of any and all liens,
claims and encumbrances.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


PROPEX INC: Wants Court to Reject Two Chattanooga Office Leases
---------------------------------------------------------------
Propex Inc. and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to reject
two office leases covering their location at 6025 Lee Highway, in
Chattanooga that they no longer need.

The Leases are:
                                                      
   (a) a lease between the Debtors, as lessee, and The Raines
       Group, Inc., as managing agent for Chattanooga-Lee, LLC,
       dated February 14, 2006, as amended on October 5, and
       December 24, 2007; and

   (b) a lease between the Debtors and Raines Group, dated
       October 26, 2006, as amended on December 24, 2007.

The Debtors vacated the leases on April 30, 2008, and will turn
over full and complete access of the lease premises to the
landlord on that date.

According to Edward L. Ripley, Esq., at King & Spalding, LLP, in
Houston, Texas, vacating and turning over the space provided
under the Leases, along with the rejection of the leases, will
save the Debtors approximately $5,230 each month.  "Immediate
rejection of these leases is in the best interest of the Debtors'
estates," he says.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


SACO I: Moody's Downgrades Ratings on 97 Certificate Classes
------------------------------------------------------------
Moody's Investors Service has downgraded 97 certificates and
placed on review for possible downgrade 19 classes of certificates
from 17 transactions issued by SACO I 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: SACO I Trust 2005-1

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B-2, Downgraded to B3 from Ba3

Issuer: SACO I Trust 2005-2

  -- Cl. M-5, Downgraded to Baa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B1 from Baa1
  -- Cl. B-2, Downgraded to Caa3 from B3
  -- Cl. B-3, Downgraded to C from Ca

Issuer: SACO I Trust 2005-3

  -- Cl. B-2, Downgraded to B1 from Baa2
  -- Cl. B-3, Downgraded to Caa2 from Ba3
  -- Cl. B-4, Downgraded to C from Ca

Issuer: SACO I Trust 2005-4

  -- Cl. M-4, Downgraded to Baa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Ba3 from A3
  -- Cl. B-1, Downgraded to B3 from Baa1
  -- Cl. B-2, Downgraded to Ca from Ba3
  -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: SACO I Trust 2005-5

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

  -- Cl. I-M-2, Downgraded to A2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-3, Downgraded to Baa3 from A1; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-4, Downgraded to B1 from A2
  -- Cl. I-M-5, Downgraded to B2 from A3
  -- Cl. I-B-1, Downgraded to Caa1 from Baa1
  -- Cl. I-B-2, Downgraded to Ca from Ba2
  -- Cl. I-B-3, Downgraded to Ca from B2
  -- Cl. I-B-4, Downgraded to C from Ca

Issuer: SACO I Trust 2005-6

  -- Cl. M-1, Downgraded to A1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Baa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Ba1 from Baa1
  -- Cl. M-4, Downgraded to B2 from Ba1
  -- Cl. M-5, Downgraded to Caa1 from Ba3
  -- Cl. B-1, Downgraded to Caa3 from B3
  -- Cl. B-2, Downgraded to C from Ca

Issuer: SACO I Trust 2005-7

  -- Cl. M-3, Downgraded to Baa3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B1 from A2
  -- Cl. M-5, Downgraded to B3 from Baa2
  -- Cl. B-1, Downgraded to Caa2 from Ba3
  -- Cl. B-2, Downgraded to Ca from B3
  -- Cl. B-3, Downgraded to C from Caa3

Issuer: SACO I Trust 2005-8

  -- Cl. M-2, Downgraded to A2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Baa2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Ba3 from A2
  -- Cl. M-5, Downgraded to B2 from Baa2
  -- Cl. B-1, Downgraded to Caa1 from Ba3
  -- Cl. B-2, Downgraded to Caa3 from B3
  -- Cl. B-3, Downgraded to C from Caa3

Issuer: SACO I Trust 2005-9

  -- Cl. M-2, Downgraded to A3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Baa2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Ba3 from Baa2
  -- Cl. M-5, Downgraded to B2 from Ba1
  -- Cl. M-6, Downgraded to Caa1 from Ba3
  -- Cl. B-1, Downgraded to Caa3 from B3
  -- Cl. B-2, Downgraded to Ca from Caa2

Issuer: SACO I Trust 2005-10

  -- Cl. I-M, Downgraded to Caa1 from Ba2
  -- Cl. I-B-1, Downgraded to Ca from B1
  -- Cl. I-B-2, Downgraded to Ca from Caa1
  -- Cl. I-B-3, Downgraded to C from Ca
  -- Cl. II-M-1, Downgraded to A1 from Aa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-2, Downgraded to Baa2 from A1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-3, Downgraded to Ba3 from A3
  -- Cl. II-M-4, Downgraded to B2 from Baa1
  -- Cl. II-M-5, Downgraded to Caa1 from Ba1
  -- Cl. II-M-6, Downgraded to Ca from B1
  -- Cl. II-B-1, Downgraded to C from Caa2
  -- Cl. II-B-2, Downgraded to C from Ca

Issuer: SACO I Trust 2005-GP1

  -- Cl. M-2, Downgraded to C from B1
  -- Cl. B-1, Downgraded to C from B3

Issuer: SACO I Trust 2005-WM1

  -- Cl. B-1, Downgraded to Ba3 from Ba1
  -- Cl. B-2, Downgraded to Caa3 from B3
  -- Cl. B-3, Downgraded to C from Ca

Issuer: SACO I Trust 2005-WM2

  -- Cl. M-2, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. M-3, Downgraded to Ba2 from A1
  -- Cl. M-4, Downgraded to B3 from A2
  -- Cl. M-5, Downgraded to Caa3 from A3
  -- Cl. B-1, Downgraded to Ca from Ba2
  -- Cl. B-2, Downgraded to C from B3

Issuer: SACO I Trust 2005-WM3

  -- Cl. M-1, Downgraded to B1 from Aa2
  -- Cl. M-2, Downgraded to B3 from A3
  -- Cl. M-3, Downgraded to Caa2 from Baa3
  -- Cl. M-4, Downgraded to Ca from Ba3
  -- Cl. M-5, Downgraded to Ca from B2
  -- Cl. B-1, Downgraded to C from Caa2
  -- Cl. B-2, Downgraded to C from Ca

Issuer: SACO I Trust 2006-1

  -- Cl. A, Downgraded to A3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from Caa2

Issuer: Saco I Trust 2006-2

  -- Cl. I-M, Downgraded to Caa3 from B1
  -- Cl. I-B-1, Downgraded to C from Caa2
  -- Cl. II-M, Downgraded to C from Ca

Issuer: SACO I Trust 2006-5

  -- Cl. I-A, Downgraded to A3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-1, Downgraded to Ba1 from A2
  -- Cl. I-M-2, Downgraded to B2 from Baa3
  -- Cl. I-M-3, Downgraded to B3 from Ba2
  -- Cl. I-M-4, Downgraded to Caa2 from B2
  -- Cl. I-M-5, Downgraded to Ca from Caa2
  -- Cl. I-M-6, Downgraded to C from Ca
  -- Cl. II-A-1, Downgraded to A3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-A-3, Downgraded to A3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-M-1, Downgraded to B1 from A3
  -- Cl. II-M-2, Downgraded to Caa1 from B1
  -- Cl. II-M-3, Downgraded to C from Caa2
  -- Cl. II-M-4, Downgraded to C from Ca


SHARPER IMAGE: Asks Court to Approve Asset Sale Procedures
----------------------------------------------------------
Prior to the Petition Date, Sharper Image Corporation began an
examination of the performance of its 184 stores to identify
unprofitable stores.  As a result, the Debtor determined that 96
of its stores and one of its distribution centers were
unprofitable and required immediate liquidation to maximize the
value of the merchandise.  As a consequence of that analysis, the
Debtor obtained approval from the Court to conduct store closing
sales at the Liquidation Stores.

Conducting the Store Closing Sales enabled the Debtor to focus
further analysis on its on-going stores and other assets to
determine how to maximize value to its estate, Steven K.
Kortanek, Esq., at Womble Carlyle Sandridge & Rice, PLLC, in
Wilmington, Delaware, relates.  The Debtor has now determined
that a sale is necessary to preserve the value of its remaining
assets for the benefit of its stakeholders.  

Mr. Kortanek states that the combination of disappointing sales
and limited availability under the DIP Facility has severely
hindered the Debtor's ability to improve and continue its retail
operations.  "The lapse of time only exacerbates the effect of
the current liquidity crisis, which now threatens to dissipate
the value of Sharper Image's trade name and its other related
intellectual property," Mr. Kortanek said.  "Delay in realizing
the value of the trade name and related intellectual property
will result in erosion of that value," he adds.

The Debtor believes that an orderly sale process should be
established.  Mr. Kortanek points out that the proposed process
will ensure maximum value is obtained by selling in a competitive
market environment (i) the Debtor's assets, including without
limitation its trade name and other intellectual property, as
soon as practicable, and (ii) as many of its unexpired leases of
non-residential real property as may be practicable.

The Debtor proposes to solicit offers for the purchase of all, or
parts of, its assets, including (i) the purchase of all or
substantially all of the Assets and Leases as an on-going
operation, or parts thereof, and (ii) bids for the purchase of
any of the Leases or owned real property not included in the
Asset Purchase Offer.  Any and all offers will be considered by
the Debtor in consultation with the Statutory Creditors'
Committee.

Accordingly, the Debtor asks the U.S. Bankruptcy Court for the
District of Delaware to approve:

   (a) proposed procedures in connection with the Sale;

   (b) the time, date, and place of (i) the auction, and (ii) the
       hearing to consider entry of the sale order;

   (c) the form of notice of the Auction and the Procedures
       Hearing;

   (d) the form of asset purchase agreement and lease purchase
       agreement to be used in connection with the solicitation
       of offers; and

   (e) the Debtor's entry into customary expense reimbursement
       arrangements with offerors that may be identified prior to
       or after the entry of an order authorizing and approving
       the Sale Procedures at a hearing, scheduled for May 14,
       2008.

Subsequent to the Auction, the Debtor asks the Court for the:

   (i) approval of the Sale, free and clear of all liens, claims,
       and encumbrances;

  (ii) approval of, if any, sales of Leases, free and clear of
       all liens, claims, and encumbrances to the party or
       parties submitting the highest or best Lease Purchase
       Offers; and

(iii) if necessary, the assumption and assignment of executory
       contracts and Leases.

                     Proposed Sale Procedures

The Debtor proposes that on or prior to April 25, 2008, it will
have served the Auction and Hearing Notice on (i) the Office of
the United States Trustee for the District of Delaware, (ii) the
attorneys for the Secured Lender, (iii) the attorneys for the
Statutory Creditors' Committee, (iv) all known entities holding
or asserting a lien in the Assets or Leases, (v) all parties to
Contracts and Leases that the Debtor believes will or may be
assumed and assigned, (vi) for each state in which its retail
stores are located, (a) the Attorney General's Office, and (b)
the applicable taxing authorities, and (vii) all entities
entitled to notice in the Chapter 11 case.

The Debtor relates that Offers and adequate assurance packages
must be submitted so that they are actually received by no later
than 12:00 noon, Eastern Time, on May 9, 2008, by (i) the Debtor,
(ii) the attorneys for the Secured Lender, and (iii) the
attorneys for the Statutory Creditors' Committee -- Offer Notice
Parties.

Any and all offers will be considered by the Debtor in
consultation with the Statutory Creditors' Committee.  If any
Offer is conditioned upon the assumption and assignment of
Contracts or Leases, then the offeror must identify the Contracts
or Leases to be assumed and assigned, and provide evidence of its
ability to provide adequate assurance of future performance of
the Contracts or Leases along with the Offer.

After the submission of Offers, the Debtor, in consultation with
the Statutory Creditors' Committee, may enter into an agreement,
subject to higher or better offers at the Auction, with one or
more entities that submit Asset Purchase Offers for substantially
all, or a part of, the Debtor's assets,.

The Expense Reimbursement Agreement may include reimbursement for
costs and expenses incurred by the offeror in connection with its
Asset Purchase Offer.  The Debtor will seek approval of the
Expense Reimbursement at the Procedures Hearing.  If an Expense
Reimbursement Agreement is entered into after the Procedures
Hearing, the Debtor will seek retroactive approval of the Expense
Reimbursement at the Sale Hearing.  Prior to the Auction, the
Debtor will distribute the appropriate Expense Reimbursement
Agreement, if any, to the parties submitting the other Qualified
Offers.

The Auction will be conducted at the offices of Weil, Gotshal &
Manges LLP, 767 Fifth Avenue, New York, on May 28, 2008, at 10:00
a.m., Eastern Time.

The Debtor proposes that objections to the Procedures Order must
be served so as to be actually received by May 7, 2008, at 4:00
p.m., Eastern Time by (i) the Debtor, (ii) the Office of the
United States Trustee for the District of Delaware, (iii) the
attorneys for the Secured Lender, and (iv) the attorneys for the
Statutory Creditors' Committee.

The Sale Hearing will be held in the United States Bankruptcy
Court for the District of Delaware, on May 29, 2008, at 2:00
p.m., Eastern Time, or another date and time that the Court may
direct.  The Sale Hearing may be adjourned without further notice
other than by announcement at the Sale Hearing.

Objections to the Sale are due May 21, 2008, at 4:00 p.m.,
Eastern Time.

To facilitate the Auction process and assist Interested Parties
in preparing Offers for the Assets and Leases, the Debtor will
provide a proposed form of asset purchase agreement on which
Offers may be predicated.  Moreover, Lease Purchase Offers must
be submitted pursuant to the terms of a lease purchase agreement.

The Court will convene a hearing on May 14, 2008, to consider
approval the Debtor's  proposed Sale Procedures.

                         EklecCo Objects

EklecCo Newco, L.L.C. believes that the Debtor's proposed
procedures for the sale of its assets may deny EklecCo any
meaningful opportunity to appear and object since the Sale
Hearing is only one day after the Auction.

Kevin M. Newman, Esq., at Menter, Rudin & Trivelpiece, P.C., in
Syracuse, New York, relates that although the Debtor will provide
EklecCo with adequate assurance packages it receives regarding
future performance by lease assignees, there is no indication as
to when this information is to be provided.

The Debtor proposes that EklecCo be required to object to a
proposed assumption and assignment before it even knows who the
proposed assignee is, Mr. Newman points out.  EklecCo will not
know what the Debtor will be asking the Court to approve at the
Sale Hearing until possibly the Sale Hearing, but nevertheless is
required to file objections on or before May 21, 2008, Mr. Newman
notes.

Mr. Newman points out that EklecCo is entitled to have (i)
definitive notice of exactly who the Lease is to be assigned to,
(ii) adequate assurance information regarding any assignee, (iii)
time to determine whether to object to the proposed assignment,
(iv) time to conduct expedited discovery regarding the proposed
assignment, and (v) time to file an objection.

                   Sharper's Largest Stakeholder
                   Not Keen on Acquiring Company

Kaja Whitehouse of the New York Post reports that Sharper Image's
largest shareholder, Sun Capital Partners, is expected to be
absent during the bidding process.

Citing an unnamed source familiar with the situation, the New
York Post says certain officials at Sun Capital think acquiring
Sharper Image may not be a good move as researchers have
calculated that it would cost around $50 million the first year
-- including $30 million in operating costs and $20 million in
losses -- to run the company.

Sharper's Image's statement of financial affairs discloses that  
Sun Capital has a 19.5% stake in the company.

According to the same report, an insider at Sharper Image said
parties interested in acquiring the company were mostly strategic
buyers, or companies, and not private-equity firms.  About 20% of  
of the roughly 90 parties that have expressed interest are
currently conducting due diligence, said the source.

A Sun Capital spokesman declined to comment on the matter.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: First Amended Plan Gets 100% Vote from Class 1
---------------------------------------------------------
Alison M. Tearnen, senior consultant at Kurtzman Carson
Consultants LLC, notifies the U.S. Bankruptcy Court for the
Southern District of New York that all members of Class 1 -
Prepetition Facility Claims has voted to accept SIRVA, Inc., and
its debtor-affiliates' First Amended Plan Prepackaged Joint Plan
of Reorganization.

                 Number        Amount           
        Class    Accepting     Accepting        Percentage
        -----    ----------    ---------        ---------
          1      45 Ballots    $416,796,635.36    100%

                 Number        Amount
        Class    Rejecting     Rejecting        Percentage
        -----    ---------     ---------        ----------
          1      0 Ballots      $0.00               0%   

According to Ms. Tearnen, Highland Capital Management LP and
Highland Credit Strategies Holding Corp.'s ballot accepting the
First Amended Plan was not tabulated because Highland was not a
Class 1 claimholder as of the Record Date.

The Court, on May 2, 2008, approved the Debtors' solicitation
package and continued solicitation of votes from the holders of
Class 1 Prepetition Facility Claims, to ensure the acceptance of
the First Amended Plan.

The Debtors' continued solicitation of Class 1 did not require
solicitation from holders of Class 5-A or Class 5-B Claims, as
the Debtors deemed those classes to reject the Plan.

The Court will convene a hearing today, May 7, 2008, at 10:00
a.m., to consider confirmation of the Plan.

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
$924,457,299 and total debts of $1,232,566,813 for the quarter
ended Sept. 30, 2007.  

(Sirva Inc. Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Court Approves Pre-Packaged Plan of Reorganization
-------------------------------------------------------------
The Honorable James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York approved Sirva Inc. and its debtor-
affiliates' pre-packaged Chapter 11 Plan of Reorganization,
clearing the way for SIRVA and its subsidiaries to emerge from
Chapter 11 in short order.

"As a result of our financial restructuring, SIRVA and all of our
subsidiaries, including Allied and northAmerican, now have a
significantly stronger financial foundation," Robert W. Tieken,
chief executive officer, said.  "The balance sheet
recapitalization we undertook has reduced the Company's debt and
interest expense, enhancing our ability to compete in the moving
and relocation markets and positioning SIRVA for long-term
success."

On Feb. 5, 2008, SIRVA and most of its domestic subsidiaries filed
voluntary Chapter 11 petitions.  The court's confirmation of the
Plan, which had already received overwhelming support from the the
Debtors' secured lenders, allows SIRVA to implement its
restructuring and recapitalization.  Specifically, the Plan
reduces SIRVA's outstanding bank debt by roughly $200 million and
annual cash interest expense by approximately $40 million.

At the time of the Chapter 11 filing, SIRVA entered into a
$150 million debtor-in-possession financing facility with members
of its pre-petition lender group.  Upon emergence, the DIP
financing facility will convert into a $215 million senior secured
credit facility to fund ongoing operations and borrowings.  Once
its Plan becomes effective, SIRVA will become a private company,
and its stock will no longer be publicly traded.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  

(Sirva Inc. Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


SIX FLAGS: Management Outlines Cost-Cutting Measures to Investors
-----------------------------------------------------------------
Mark Shapiro, President and Chief Executive Officer of Six Flags,
Inc., and Jeffrey R. Speed, the company's Chief Financial Officer,
gave a presentation at Six Flags Investor Day at Six Flags Great
Adventure in Jackson, New Jersey, on April 29, 2008.

Mr. Shapiro disclosed that management's thrust for 2008 would be
to improve core businesses, generate new revenue stream and
control costs.

Mr. Shapiro said 2008 expense reductions include reduction of cash
operating expenses, excluding cost of sales, by $50,000,000.  
Moreover, roughly $25,000,000 of reductions are marketing-related,
including moving from 3 to 2 advertising agencies; less radio, and
more on-line spending; and concentrating spending into Spring and
early Summer seasons.

Management will also reduce operations-related expenses by as much
as $25,000,000, including reducing full-time headcount primarily
through an Early Retirement Program; labor savings through rollout
of "real-time" Seasonal Labor Tracking System; and cost savings
associated with the removal of inefficient rides and attractions.

Mr. Speed disclosed that company experienced limited attendance
growth from 2002 to 2005.  Attendance, he said, has declined as
the company has re-positioned the brand.

Mr. Speed said Six Flags has $288,000,000 in Preferred Income
Equity Redeemable Securities due August 2009 and $280,000,000 in
8.875% Notes due February 2010.  He said the company has various
potential alternatives to address the $288,000,000 PIERS and the
$280,000,000 8.875% Notes, including:

   -- tapping a $300,000,000 uncommitted optional Term Loan;

   -- refinancing, or exchange or extension

   -- selling sales, like excess land or parks

   -- a certain New Orleans Insurance claim

Mr. Shapiro disclosed that Six Flags has concluded its first
international licensing agreement for a Six Flags theme park to be
developed in Dubai, United Arab Emirates.  The company also has
entered into a 1-year exclusivity agreement with respect to a
potential Six Flags theme park/resort development in China.  It is
also in discussions concerning several other international theme
park development opportunities in the Middle East, India and East
Asia.

A full-text copy of Six Flag's presentation slides is available
at no charge at http://ResearchArchives.com/t/s?2b98

                         About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional theme   
park company with 21 parks across the United States, Mexico and
Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.945 billion in total assets, $2.497 billion in total
liabilities, $415 million in redeemable minority interests, and
$285 million in mandatorily redeemable preferred stock, resulting
in a $252 million total stockholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on April 25, 2008,
Fitch Ratings kept a 'CCC' rating on Six Flags' Senior Unsecured
Notes and Preferred Stock.  Fitch noted that the company is below
breakeven on an interest coverage basis, and leverage is around
13.8 times (x), both of which are very concerning.  However, Fitch
said, the company's liquidity has been sufficient to cover
operating costs in the off-season, invest in its parks and
continue to attempt its turnaround in 2008.  Fitch also noted that
the $300 million PIERs securities come due in April 2009 and
represent material refinancing risk.

Six Flags Inc. also continues to carry Moody's Investors Service's
Caa1 corporate family rating assigned on Nov. 9, 2007.  Outlook is
Negative.


SMART BALANCE: Moody's Lifts Ratings on Leverage Improvement
------------------------------------------------------------
Moody's Investors Service upgraded Smart Balance, Inc.'s long-term
ratings, including its corporate family and probability of default
ratings to B1 from B3.  The company's speculative grade liquidity
rating of SGL-2 was affirmed.  The rating outlook is stable.  This
rating action concludes the review for possible upgrade began on
Jan. 7, 2008.

Ratings upgraded:

  -- Corporate family rating to B1 from B3
  -- Probability of default rating to B1 from B3

GFA Brands, Inc.:

  -- $20 million 1st lien revolving credit agreement expiring in
     May 2013 to Ba3 (LGD3, 42%) from B2 (LGD3, 36%)

  -- $80 million (original $120 million) 1st lien Term Loan B
     maturing in May 2014 to Ba3 (LGD3, 42%) from B2 (LGD3, 36%)

  -- $10 million (original $40 million) 2nd lien Term Loan
     maturing in November 2014 at B3 (LGD5, 88%) from Caa2
     (LGD5, 86%)

Rating affirmed:

  -- Speculative grade rating at SGL-2

The upgrade reflects Smart Balance's significant improvement in
leverage and financial flexibility following two recent capital
transactions: (1) the repayment of approximately $70 million of
debt in December 2007 and March 2008, funded by $76.5 million
proceeds from the December 2007 redemption of warrants; and (2)
the January 3, 2008 forced conversion of the company's
$175.6 million Series A convertible preferred stock to common
stock.  Moody's standard analytical adjustments had previously
included 75% of this preferred stock in debt.

The company's B1 corporate family rating is supported by its
significantly-improved credit metrics and robust organic revenue
growth.  However, these attributes are offset by the speculative
grade elements in the company's profile, primarily its limited
scale, narrow product focus, and niche market position within the
highly-competitive packaged food industry.

The speculative grade liquidity rating of SGL-2 (good liquidity)
reflects the expectation that the company will generate relatively
stable earnings and cash flow.  Moody's anticipates that the
company's free cash flow will fund its working capital, capital
expenditure, dividends and scheduled debt payments over the next
12 months.  The significant reduction in funded debt will also
give the company more flexibility under its financial covenants.  

Headquartered in Paramus, New Jersey, Smart Balance, Inc. is a
marketer of margarine spreads and several other packaged food
products sold within the functional food category under the Smart
Balance and Earth Balance brands.  The company's products are
designed to provide specific dietary characteristics and benefits
to consumers.  Revenues for the fiscal year ended December 31,
2007, proforma for the May 2007 GFA acquisition, were
approximately $175 million.


SPRINT NEXTEL: Hooks Up With Clearwire on $14BB Wireless Venture
----------------------------------------------------------------
Sprint Nextel Corporation and Clearwire Corporation, a start-up
supported by cellphone pioneer Craig McCaw, disclosed a joint
venture valued at $14.5 billion, The Wall Street Journal reports.

According to WSJ, when the agreement is completed, Sprint will
hold about 51% of the firm, existing Clearwire shareholders will
own 27%, and new investors will hold 22%.

The deal assumes a price of $20 per Clearwire share, WSJ says.  
The new company will take on Clearwire's name and be publicly
traded, WSJ relates.

As reported in the Troubled Company Reporter on May 7, 2008, cable
providers will be able to offer wireless service under a re-sell
agreement with the new Clearwire.  The new company will give
cable operators and Google prominent roles in shaping the future
of mobile Internet access and a new platform for their content
and services as growth begins to slow in their traditional
businesses.  

Intel will gain new support for WiMax, a technology standard Intel
has championed and that will be used in the venture's high-speed
network.  The venture still requires approval from regulators.

WSJ, citing analysts, relates that the venture will have a two-
year head-start on rivals Verizon Wireless and AT&T Inc., which
are just starting to sketch out plans for their next-generation
wireless networks.

                    About Clearwire Corporation

Headquartered in Kirkland, Washington, Clearwire Corporation
(NASDAQ:CLWR) -- http://www.clearwire.com/-- builds and operates   
wireless broadband networks that enable Internet communications.
Its wireless broadband networks cover entire communities and
deliver a high-speed Internet connection that not only creates a
new communications path into the home or office, but also provides
a broadband connection anytime and anywhere within its coverage
area.  It offers services in both domestic and international
markets.  The company's services consist primarily of providing
wireless broadband connectivity, but in some of its domestic
markets, it also offers voice-over Internet protocol telephony
services.

                    About Sprint Nextel
        
Headquartered in Reston, Virginia, Sprint Nextel Corporation
(NYSE:S) -- http://www.sprint.com/-- offers a comprehensive range   
of wireless and wireline communications services bringing the
freedom of mobility to consumers, businesses and government users.  
Sprint Nextel is widely recognized for developing, engineering and
deploying innovative technologies, including two robust wireless
networks serving about 54 million customers at the end of the
fourth quarter 2007; industry-leading mobile data services;
instant national and international walkie- talkie capabilities;
and a global Tier 1 Internet backbone.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2008,
Standard & Poor's Rating Services lowered its corporate credit and
senior unsecured ratings on Sprint Nextel Corp. to 'BB' from
'BBB-' and removed the ratings from CreditWatch with negative
implications.  The outlook is stable.


STRUCTURED ASSET: Fitch Lowers Ratings on $153.2MM Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Structured Asset
Securitizations Corporation mortgage pass-through certificates.  
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are now removed.  Affirmations total
$631.7 million and downgrades total $153.2 million.  Additionally,
$90.1 million was placed on Rating Watch Negative.

SASCO 2003-39EX
  -- $4.1 million class M3 affirmed at 'A-';
  -- $1.2 million class B downgraded to 'BB-' from 'BBB-':

SASCO 2004-GEL1
  -- $13.6 million class A affirmed at 'AAA';
  -- $7.6 million class M1 affirmed at 'AA';
  -- $4.0 million class M2 affirmed at 'A';
  -- $3.4 million class M3 downgraded to 'BB+' from 'BBB';
  -- $1.5 million class M4 downgraded to 'BB-' from 'BBB-';

SASCO 2004-GEL2
  -- $3.7 million class A1 affirmed at 'AAA';
  -- $1.6 million class A2 affirmed at 'AAA';
  -- $11.0 million class M1 affirmed at 'AA';
  -- $8.9 million class M2 affirmed at 'A';
  -- $3.8 million class M3 affirmed at 'BBB';
  -- $1.7 million class M4 downgraded to 'BBB-' from 'BBB';
  -- $4.1 million class B downgraded to 'C/DR4' from 'BB';

SASCO 2004-GEL3
  -- $15.1 million class A affirmed at 'AAA';
  -- $13.5 million class M1 affirmed at 'AA';
  -- $3.8 million class M2 downgraded to 'BBB+' from 'A';
  -- $4.7 million class B downgraded to 'CC/DR3' from 'BB';

SASCO 2005-GEL1
  -- $9.6 million class A affirmed at 'AAA';
  -- $13.0 million class M1 affirmed at 'AA';
  -- $8.0 million class M2 affirmed at 'A';
  -- $5.7 million class M3 affirmed at 'BBB';
  -- $1.7 million class M4 downgraded to 'BB+' from 'BBB-';
  -- $3.6 million class B downgraded to 'CC/DR4' from 'BB';

SASCO 2005-GEL2
  -- $27.5 million class A affirmed at 'AAA';
  -- $6.7 million class M1 affirmed at 'AA';
  -- $5.7 million class M2 downgraded to 'BBB+' from 'A+';
  -- $3.6 million class M3 downgraded to 'BB+' from 'A-';
  -- $1.4 million class M4 downgraded to 'BB' from 'BBB+';
  -- $1.7 million class B downgraded to 'BB' from 'BBB';

SASCO 2005-GEL3
  -- $16.5 million class A affirmed at 'AAA';
  -- $9.0 million class M1 affirmed at 'AA+';
  -- $8.2 million class M2 affirmed at 'AA+';
  -- $13.7 million class M3 affirmed at 'A+';
  -- $7.2 million class M4 downgraded to 'BB+' from 'A-';
  -- $5.7 million class M5 downgraded to 'BB ' from 'BBB+';

SASCO 2006-GEL1
  -- $40.3 million class A1 affirmed at 'AAA';
  -- $48.4 million class A2 affirmed at 'AAA';
  -- $16.1 million class M1 affirmed at 'AA';
  -- $13.0 million class M2 downgraded to 'A-' from 'A+';
  -- $10.1 million class M3 downgraded to 'BB' from 'BBB+';
  -- $7.4 million class M4 downgraded to 'BB-' from 'BBB-';
  -- $6.0 million class B downgraded to 'C/DR6' from 'BB-';

SASCO 2006-GEL4
  -- $80.9 million class A1 affirmed at 'AAA';
  -- $50.7 million class A2 affirmed at 'AAA';
  -- $22.1 million class A3 affirmed at 'AAA';
  -- $22.6 million class M1 rated 'AA+', placed on Rating Watch
     Negative;

  -- $6.8 million class M2 rated 'AA+', placed on Rating Watch
     Negative;

  -- $5.8 million class M3 downgraded to 'A-' from 'AA';
  -- $5.8 million class M4 downgraded to 'BBB' from 'AA-';
  -- $5.2 million class M5 downgraded to 'BBB-' from 'A+';
  -- $5.2 million class M6 downgraded to 'BBB-' from 'A';
  -- $3.9 million class M7 downgraded to 'BB+' from 'A-';
  -- $6.0 million class M8 downgraded to 'BB' from 'BBB';
  -- $4.5 million class B1 downgraded to 'B' from 'BB+', placed on
     Rating Watch Negative;

SASCO 2007-GEL1
  -- $115.1 million class A1 affirmed at 'AAA';
  -- $38.8 million class A2 affirmed at 'AAA';
  -- $18.6 million class A3 affirmed at 'AAA';
  -- $23.9 million class M1 rated 'AA+', placed on Rating Watch
     Negative;

  -- $6.9 million class M2 rated 'AA', placed on Rating Watch
     Negative;

  -- $6.3 million class M3 rated 'AA-', placed on Rating Watch
     Negative;

  -- $6.2 million class M4 downgraded to 'BBB' from 'A+';
  -- $5.6 million class M5 downgraded to 'BBB-' from 'A';
  -- $5.3 million class M6 downgraded to 'BB+' from 'A-', placed
     on Rating Watch Negative;

  -- $4.7 million class M7 downgraded to 'BB' from 'BBB+', placed
     on Rating Watch Negative;

  -- $4.1 million class M8 downgraded to 'BB' from 'BBB', placed
     on Rating Watch Negative;

  -- $5.0 million class B1 downgraded to 'B' from 'BB+', placed on
     Rating Watch Negative.


THORNBURG MORTGAGE: Seeks Stockholders' Approval to Dilute Shares
-----------------------------------------------------------------
The Board of Directors of Thornburg Mortgage Corp. unanimously
approved and declared advisable amendments to the company's
charter to:

   -- increase the number of authorized shares of Thornburg
capital stock from 500 million to 4 billion shares, and

   -- modify the terms of each of the company's existing series of
preferred stock.

The Board will present the proposals to the company's shareholders
at the annual stockholders' meeting on June 12, 2008.  The Board
recommends approval of the proposals by the shareholders.

The election of three Class II nominees to the Board will also be
tackled during the annual meeting.  Class II nominees are current
or newly appointed board members whose terms expire in 2008.

Shareholders of record of Thornburg common stock and its 10%
Series F Cumulative Convertible Redeemable Preferred Stock at the
close of business on May 6, 2008, will be entitled to vote at the
2008 Annual Meeting.  Moreover, any modification on the terms of
the company's outstanding series of preferred stock requires
affirmative votes of 66-2/3% of the votes entitled to be cast.

As reported by the Troubled Company Reporter on April 1, Thornburg
raised $1.35 billion through a private placement offering of
senior subordinated secured notes, warrants for the purchase of
common stock and participations in the principal of the company's
mortgage-backed securities portfolio financed with reverse
repurchase agreements.  The offering was backstopped by entities
affiliated with MatlinPatterson Global Advisers LLC.

To successfully raise new capital, the new investors were granted
the right to receive warrants to purchase, for $0.01 per share, up
to 90% of the fully diluted common shares of the company, assuming
certain conditions are fulfilled.

The TCR reported April 23 that Thornburg issued 168,606,548
Warrants and escrowed another 29,322,878 Warrants.  
MatlinPatterson acquired 69,641,835 of the 168,606,548 Warrants;
and exercised the Warrants on April 15, 2008, to acquire
69,641,835 shares of Thornburg common stock for an aggregate
exercise price of $696,418.35.

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.

In a letter to shareholders, Larry A. Goldstone, Thornburg's
president and chief executive officer, said the terms and
conditions of the financing transaction are highly dilutive to the
company's shareholders existing as of April 11, 2008.  
Notwithstanding the dilution, approval of the amendment to
increase the number of authorized shares of capital stock of the
company is necessary to meet the terms and conditions of the
financing transaction and to put the company in a position to
resume normalized business operations, he said.

>From December 31, 2007, through March 6, 2008, Thornburg received
$1.8 billion in margin calls, of which approximately $907 million
occurred after February 14.  The company met margin calls of $1.2
billion.  At March 6, 2008, the company was unable to meet $610
million of the remaining margin calls.

The company faced a possible liquidation of its mortgage
securities portfolio at that time, were it not for the $1.35
billion financing transaction, Mr. Goldstone said.

According to Mr. Goldstone, there are several conditions of the
financing transaction that still need to be satisfied for the
company to be in a position to normalize its business operations.  
Aside from getting shareholders to approve amendments to the
company charter, Thornburg needs to successfully complete a tender
offer for at least 90% of the total outstanding shares of
preferred stock and at least 66-2/3% of the outstanding shares of
each series of preferred stock.

If the proposal to amend the charter to increase the number of
authorized shares is not approved by June 15, 2008, or Thornburg
does not complete the proposed tender offer or it does not issue
additional warrants to certain investors, the senior subordinated
secured notes will continue to earn interest at 18% per annum
instead of a reduced rate of 12% per annum.

In addition, the company will be subject to the terms of a
Principal Participation Agreement, which means that during the
period from March 19, 2009, through March 31, 2015, the investors
in the Principal Participation Agreement will be entitled to
receive all monthly principal payments on the companys mortgage-
backed securities portfolio financed with reverse repurchase
agreements.

"We believe that the impact of this would be that the future
appreciation in the fair market value of these securities would
not be recovered by the Company for the benefit of the common or
preferred shareholders.  Rather, any recovered value would be paid
to the investors in the Principal Participation Agreement.  
Shareholder approval of the amendment to increase the number of
authorized shares and the amendment to our charter to modify the
terms of our preferred stock, along with the successful completion
of the preferred stock tender offer will improve the Company's
ability to resume normalized business operations," Mr. Goldstone
said.

The Annual Meeting will be held at the Eldorado Hotel in Santa Fe,
New Mexico, at 12:00 p.m., local time.

                     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'.


TIMBERWOLF I: Expected Loss Prompts Moody's to Lower Ratings
------------------------------------------------------------
Moody's Investors Service has downgraded ratings of four classes
of notes issued by Timberwolf I, Ltd. and left on review for
possible further downgrade the rating of one of these classes.  
The notes affected by the rating action are:

(1) Class Description: $100,000,000 Class A-1a Floating Rate Notes
Due 2039

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

(2) Class Description: $200,000,000 Class A-1b Floating Rate Notes
Due 2039

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

(3) Class Description: $100,000,000 Class A-1c Floating Rate Notes
Due 2044

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

(4) Class Description: $100,000,000 Class A-1d Floating Rate Notes
Due 2044

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

The transaction experienced an Event of Default as reported by the
Trustee on March 10, 2008, caused by a default in the payment,
when due and payable, of interest on the Class S-2 Notes, Class A
Notes and Class B Notes, which default has continued for a period
of seven days, as described in Section 5.1(a) of the Indenture
dated March 27, 2007.

As provided in Article 5 of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral and the Notes.  In this regard,
Moody's has been notified by the Trustee that a majority of the
Controlling Class and the Cashflow Swap Counterparty have directed
the Trustee to sell and liquidate all of the Collateral pursuant
to the applicable provisions of the Indenture.

The rating actions taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio. The severity of losses
of certain tranches may be different, however, depending on the
timing and outcome of the sale and liquidation of the Collateral.  
Because of this uncertainty, the ratings assigned to the Class A-
1a Notes remain on review for possible further action.

Timberwolf I, Ltd. is a collateralized debt obligation backed by a
portfolio of ABS CDO securities.


TOPANGA CDO: Moody's Chips Ratings on Six Note Classes
------------------------------------------------------
Moody's Investors Service has downgraded ratings of six classes of
notes issued by Topanga CDO II, Ltd., and left on review for
possible further downgrade the rating of one of these classes.  
The notes affected by the rating action are:

Class Description: Up to $650,000,000 Class S Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $161,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $60,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $45,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes Due 2046

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

Class Description: $42,000,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes Due 2046

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

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

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on April 15,2008, of an event of default
caused when the Class A Principal Coverage Ratio is less than
100%, described in Section 5.1(h) of the Indenture dated Dec. 14,
2006.

Topanga CDO II, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.

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

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


TROPICANA ENTERTAINMENT: Gets Court's Nod on First Day Motions
--------------------------------------------------------------
Tropicana Entertainment LLC received approval from the U.S.
Bankruptcy Court for the District of Delaware of its first day
motions, which were submitted as part of its voluntary filing for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

Included among the motions, the company received approval to:

   -- continue wage and salary payments and other benefits to
      employees;

   -- continue to honor customer programs well as certain other
      pre-petition customer obligations; and

   -- pay certain pre-petition trade claims held by critical
      vendors.

The company will continue to pay all vendors and suppliers in the
ordinary course for goods and services delivered post-petition.

In addition, Tropicana Entertainment also received court approval
to utilize, on an interim basis, up to $20 million of $67 million
of its Debtor-in-Possession financing, which it negotiated with
Silver Point Finance LLC, pending a final hearing on May 30.

The company is cash flow positive on an operational basis and,
along with its DIP financing, has more-than-adequate resources to
meet its needs.

"We are pleased the court has approved these critical first day
motions, which will ensure that we continue normal operations
during the restructuring," Scott Butera, president of Tropicana
Entertainment, said.  "This is an important first step in our plan
to recapitalize the company."

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of  
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856)  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq. at Richards Layton & Finger represent the Debtors in
their restructuring efforts.  Its financial advisor is Lazard Ltd.
The Debtors' consolidated financial condition as of Feb. 29, 2008,
showed $2,845,847,596 in total assets and $2,429,890,642 in total
debts.


TROPICANA ENT: S&P Puts Rating at Default After Bankruptcy Filing
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Tropicana Entertainment LLC and its unrestricted subsidiary,
Tropicana Las Vegas Resort & Casino LLC, to 'D', including the
'CCC-' corporate credit rating on each entity.
     
"The ratings downgrade follows the filing by both TELLC and TLV on
May 5, 2008 for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court in Wilmington, Delaware," said Standard & Poor's
credit analyst Ben Bubeck.

In December 2007, it was announced that the New Jersey Casino
Control Commission had denied the company's gaming license renewal
application, citing, among other reasons, the commission's opinion
that management failed to appreciate the workings of the Atlantic
City marketplace.  TELLC was operating under a one-year
forbearance agreement with bank lenders under its credit facility,
effective Dec. 12, 2007, and is in the process of selling its
properties in Atlantic City, New Jersey, Evansville, Indaiana, and
Vicksburg, Mississippi to generate proceeds to repay outstanding
debt under the credit facility.
     
TELLC also previously announced a one-month forbearance agreement
with bondholders, effective April 15, 2008, to allow the company
to continue to attempt to renegotiate or restructure the terms of
the indenture with bondholders.  This followed a ruling in late-
February 2008 by the Delaware Chancery Court that the company was
in default under section 4.06 of the notes indenture.
     
Management has elected to include its wholly owned, unrestricted
TLV subsidiary in the bankruptcy filing.  S&P's ratings on TELLC
and TLV have always incorporated a view of the consolidated
enterprise, as S&P believed that the strategic relationship
between the entities was an important factor, which, despite the
distinct financing structures that were established, linked the
credit quality of the two entities.
     
The nine business entities included in the filing are casinos and
affiliates that are directly owned by TELLC, including:

Bayou Caddy's Jubilee Casino
Casino Aztar
Horizon Casino Hotel
Horizon Casino Resort
MontBleu Resort Casino & Spa
River Palms Resort & Casino
Tropicana Express Hotel & Casino
Sheraton Hotel and Belle of Baton Rouge Casino
Tropicana Casino & Resort -- Las Vegas, Nevada
Tropicana Atlantic City Casino & Resort and the Lighthouse Point
Casino were excluded from the filing.


TROPICANA ENT: Bankruptcy Filing Cues Moody's Default Rating
------------------------------------------------------------
Moody's Investors Service lowered Tropicana Entertainment LLC's
and Tropicana Las Vegas Resort and Casino LLC Probability of
Default ratings to D from Ca.  All other existing long term
ratings are confirmed.  The rating action follows the companies
announcement on May 5, 2008 that Tropicana and Trop Las Vegas
voluntarily filed for Chapter 11 bankruptcy.

For Tropicana Entertainment LLC:

This rating is downgraded:

  -- Probability of Default Rating to D from Ca.

These ratings are confirmed:

  -- Corporate Family Rating at Caa3;
  -- First lien senior secured revolving credit facility at B3
     (LGD2, 15%);

  -- First lien senior secured term loan at B3 (LGD2, 15%);
  -- Senior Subordinate notes at Ca (LGD4, 64%).

For Tropicana Las Vegas Resort and Casino, LLC

This rating is downgraded:

  -- Probability of Default rating to D from Ca.

These ratings are confirmed:

  -- Corporate Family Rate at Caa2;
  -- First lien senior secured term loan at Caa2 (LGD2, 25%).

Moody's plans to withdraw all the ratings of Tropicana and Trop
Las Vegas in the near future.

Tropicana Entertainment, headquartered in Kentucky, is a privately
owned gaming company that owns and operates eleven casino
properties, ten of which form the Restricted Group.  The
properties are located in Atlantic City, New Jersey, Baton Rouge,
Louisiana, and Vicksburg and Greenville, Mississippi, Laughlin and
Lake Tahoe, Nevada, Las Vegas, Nevada, and Evansville, Indiana.


UBS AG: To Cut 5,500 Jobs and Sell $15BB of Mortgage Assets
-----------------------------------------------------------
UBS AG plans to reduce 5,500 jobs throughout the bank as part of
the company's restructuring, Elena Logutenkova of the Bloomberg
News reports.  

The headcount slash which will affect about 7% of the workforce,
will include 2,600 investment bankers, primarily in London and New
York, various reports state.

According to WSJ, the cuts will fall mainly on fixed-income
business areas, which has cost UBS more than $37 billion in write-
downs.  The scaled-down operation will be less of a threat to the
bank's private-banking business, which provides services to rich
individuals, WSJ notes.

Various reports relate that the determination came with the
company's plans to exit the municipal bond business and sell
$15 billion in distressed mortgage assets to a newly created fund
managed by BlackRock Inc.  

In a press statement, UBS said it posted a first-quarter net loss
of CHF11.54 billion or $10.95 billion, compared with net profit of
CHF3.03 billion in the year-earlier period.

UBS fell 4.5% in Swiss trading, the most in four weeks, after
clients withdrew more assets than they added for the first time in
almost eight years, reports add.  

Several reports cite chief executive Marcel Rohner as saying, UBS
must adapt to slowing markets but that the bank is committed to
remaining a player in traditional investment-banking areas such as
helping companies raise money and advising on mergers and
acquisitions.  

                          About UBS AG

UBS AG -- http://www.ubs.com/-- together with its subsidiaries,   
provides a range of financial products and services worldwide.  
UBS' businesses are Global Wealth Management and Business Banking,
Global Asset Management, and Investment Banking.  The company was
founded in 1862 and is based in Zurich, Switzerland.  Its Wealth
management services in the United States are provided by UBS
Financial Services Inc.  UBS' U.S. headquarters is at 1285 Avenue
of the Americas, New York City.


VALLAMBROSA HOLDINGS: Case Summary & Five Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Vallambrosa Holdings, LLC
        fka Vallambrosa Development Co., LLC
        2245 Crawford-Smithonia Road
        Colbert, GA 30628

Bankruptcy Case No.: 08-40791

Chapter 11 Petition Date: May 6, 2008

Court: Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake, Jr.
                  Email: jdrake7@bellsouth.net
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Lanyard Development, Inc.      consulting fees       $1,000,000
6029-C Ogeechee Road
Savannah, GA 31419

Wilson & Sons                  trade debt & brush    $100,0000
P.O. Box 147                   and debris removal
Arnoldsville, GA 30619

Larry Jones                    trade debt & brush    $30,000
1273 Smithonia Road            removal and mosquito
Colbert, GA 30628              abatement

C-Marc                         trade debt &          $8,500
                               marketing video

Gayle & Associates             trade debt &          $7,500
                               landscape for
                               marketing


VALLEJO CITY: City Officials Finally Opt for Bankruptcy Protection
------------------------------------------------------------------
Top officials in the city of Vallejo, California, unanimously
voted for the city to file for Chapter 9 bankruptcy protection,
Bloomberg News reports.

As reported in the Troubled Company Reporter on May 7, 2008, City
Manager Joseph Tanner recommended that the city file for
bankruptcy.  During the last couple of weeks, city officials have
worked out a plan to stave bankruptcy off.  Vallejo faces a $13.2
million 2007-2008 general fund operating deficit and a negative
funding balance of $9 million on June 30.

In March, the council approved a tentative agreement that
temporarily kept it afloat.  The council reached an interim pact
with the Vallejo Police Officers Association and the International
Federation of Firefighters in relation to a contract that expires
June 30.  Under the agreement, Vallejo police and firefighters
will give up 6.5% of an 8.5% raise they received last year.

However, the city still needed additional concessions.  The city
council approved resolutions to prevent the city from filing for
bankruptcy by the end of March.  Despite of this, officials
weren't able to reach an agreement after they were set to present
a long-term financial plan by April 22, 2008.  

"Nobody wants bankruptcy, but there doesn't appear to be a whole
lot of options left. . . [W]e are going to be out of money by June
30.  It's all a numbers game now," Bloomberg quotes Joanne
Schivley, one of the council members, as saying.

Bloomberg relates that failed labor concessions prompted the city
council to finally vote for bankruptcy.  For many months the city
had been dealing with rising costs of police and firefighter
services, as well as store closings and a decline in home values
brought about by the nationwide mortgage crisis.  These factors
took a huge toll on the city's tax revenue flow, Bloomberg says.

Bankruptcy was to be the city's "last, best option" after
negotiations with unions proved unsuccessful.

                   About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite/-- is a city in  
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.  According to
Vallejo's comprehensive annual report for the year ended June 30,
2007, the city has $983 million in assets and $358 million in
debts.


VOUGHT AIRCRAFT: S&P Holds 'B-' Rating; Revises Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
aerospace supplier Vought Aircraft Industries Inc. to stable from
negative.  At the same time, S&P affirmed the 'B-' corporate
credit rating on the company.  Vought has about $680 million of
debt outstanding.
     
S&P also assigned ratings to Vought's proposed $200 million
incremental term loan facility.  S&P assigned a 'B-' issue-level
rating, the same as the corporate credit rating, and a '3'
recovery rating, indicating an expectation of meaningful (50%-70%)
recovery of principal and prepetition interest in the event of a
payment default.

At the same time, S&P lowered its issue-level ratings on the
senior secured credit facilities, to 'B-', the same as the
corporate credit rating, from 'B'.  S&P revised the recovery
rating to '3', indicating an expectation of meaningful (50%-70%)
recovery in a payment default, from '2'.  The downgrade on the
existing secured debt reflects the potential impact on recovery of
the additional $200 million of first-lien debt that ranks pari
passu with the existing facilities.
     
S&P affirmed the 'CCC' issue-level rating on the senior unsecured
notes.  The '6' recovery rating, reflecting an expectation of
negligible (0%-10%) recovery in the event of a payment default,
remains unchanged.
      
"The outlook revision is based on improved liquidity, stemming
primarily from a material increase in the term loan," said
Standard & Poor's credit analyst Roman Szuper.  Other developments
enhancing liquidity are anticipated settlement of claims with
Boeing Co. regarding costs incurred on the 787 jetliner program
and improved payment terms; proceeds from the sale of the
company's 50% joint-venture interest in Global Aeronautica; and
better operating performance.  Vought should have adequate
liquidity in 2008 and 2009 to meet working capital and cash flow
needs despite delays on the 787 and planned production ramp-up of
this program, high capital spending, and sizable pension plan
funding requirements.
     
The ratings on Vought reflect a highly leveraged financial
profile, stemming from a heavy debt burden and prior losses, and
weak cash flow over the next one to two years because of large
upfront costs for new programs, such as the 787.  S&P's ratings
also take into account limited program diversity, prolonged and
uncertain payback for new business investment, and participation
in the cyclical and competitive commercial aircraft industry.  
These factors are offset somewhat by the company's major market
position, its strategic importance to Boeing, and currently strong
conditions in the commercial aerospace market.
     
Dallas-based Vought is one of the largest independent producers of
aerostructures for commercial, military, and business aircraft.  
Structures manufactured include wings, fuselages, and tail
sections.
     
Improved liquidity and expected profitable operations should allow
the company to maintain a financial profile appropriate for the
ratings.  Certification of the 787, a successful production ramp-
up of this jetliner, and better efficiency, profitability, and
liquidity could lead us to revise the outlook to positive over the
next 12 to 18 months.  S&P could revise the outlook to negative if
delays or cost overruns on the 787 constrain liquidity, or if
Vought fails to generate adequate profitability and cash flow on
existing programs.


VOUGHT AIRCRAFT: Moody's Holds Ratings; Revises Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed Vought Aircraft Industries,
Inc.'s corporate family and probability of default ratings of B2
and revised the rating outlook to stable from negative.  At the
same time, the rating agency affirmed the Ba3 rating on the
company's senior secured bank credit facilities, including a
$200 million increase to the term loan.  The larger amount of
secured bank debt however caused recovery expectations on the
company's unsecured notes to decline.  As a result, the rating on
the notes was lowered to Caa1 from B3.

Vought has obtained underwritten commitments to exercise an
"accordion" feature in its existing bank agreement.  This will
increase the term loan by $200 million, taking the pro forma total
as of Dec. 31, 2007 to approximately $613 million.  The company
will retain proceeds from the offering for general corporate
purposes.  Combined with anticipated proceeds from the sale of its
interest in Global Aeronautica and incremental accommodations with
an OEM customer, Vought's cash balances are expected to cover
substantial investment requirements over the next year.  Those
requirements include ongoing expenditures associated with the
production ramp on Boeing's 787 program and contributions to its
defined benefit pension plan and disbursements under its retiree
medical plan.

Although Boeing has reduced its near-term 787 shipset requirements
from its major suppliers, the lower production schedule is still
expected to be cash consumptive to Vought in calendar 2008.  In
aggregate, Vought's pro forma cash resources should be sufficient
to cover negative free cash flow over the coming twelve months.  
Significantly, this should permit the company's $150 million
revolving credit facility to go un-drawn until mid-2009; retaining
a degree of financial flexibility which is beneficial to the
company's liquidity profile.

The B2 corporate family rating reflects Vought's material
leverage, negative free cash flow, modest interest coverage
metrics and adequate liquidity profile following receipt of
proceeds of the new $200 million term loan.  Qualitatively, the
rating also considers Vought's relative scale and certain
concentrations within its sizable revenue and backlog.  Moody's
positively views Vought's strong and sustainable position as a key
supplier of important structural components to major commercial
and military aircraft OEM's, Boeing and Airbus in particular, and
the resultant revenue visibility this provides.

This is evidenced in Vought's backlog of $3.4 billion at year-end
2007, which will have increased from recent awards on rotary
aircraft from Sikorsky and Bell.  Continuation of strong build-
rates across all three of Vought's business segments and
realization of restructuring savings are anticipated to produce
increased volumes with relatively stable operating margins going
forward (after adjusting for certain contract provisions).

The stable outlook is based upon Vought's improved near-term
liquidity profile and credit metrics which are expected to
gradually strengthen over time.  Moody's would anticipate that
Vought should have sufficient resources to span the period until
mid-to-late 2009 when the company should transition to break-even
to slightly positive free cash flow.  Boeing's revised 787
schedule and related adjustments are expected to ease stress on
Vought's peak investment in this program and spread those
requirements over a longer time frame.

Ratings affirmed with revised term loan amount and up-dated loss
given default assessments:

  -- Corporate Family Rating, B2
  -- Probability of Default, B2
  -- $150 million secured revolving credit facility, Ba3, LGD-2,
     26%
  -- $613 million secured term loan, Ba3, LGD-2, 26%
  -- $75 million secured synthetic letter of credit facility,
     Ba3, LGD-2, 26%

Rating lowered with updated loss given default assessment:

  -- $270 million unsecured notes to Caa1, LGD-5, 79% from B3,
     LGD-5, 76%

The last rating action was on December 17, 2007 at which time the
corporate family rating and unsecured note rating were affirmed
but ratings on the secured bank credit facilities were lowered.  
At that date, the outlook was negative.

The Caa1 rating on the unsecured notes flows from an increased
amount of secured bank obligations above the notes in the
waterfall of claims.  This affects the expected loss on the more
junior instrument as a result of lower recovery expectations.

Vought Aircraft Industries, Inc., headquartered in Dallas, Texas,
is one of the largest independent developers and producers of
structural assemblies for commercial, military, and business
aircraft.  Vought had revenues of $1.6 billion in 2007.


WASHINGTON MUTUAL: Moody's Cuts Ratings on 82 Tranches
------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 82
tranches from 18 Alt-A transactions issued by Washington Mutual.  
Thirty nine tranches remain on review for possible further
downgrade.  Additionally, 150 tranches were placed on review for
possible downgrade.

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

Complete rating actions are:

Issuer: Washington Mutual Mortgage Pass-Through Certificates,
WMALT Series 2005-7

  -- Cl. B-2, Downgraded to A3 from A2
  -- Cl. B-3, Downgraded to Ba3 from Baa2

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2005-10 Trust

  -- Cl. B-1, Downgraded to A2 from Aa2
  -- Cl. B-2, Downgraded to Ba1 from A2
  -- Cl. B-3, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-1 Trust

  -- Cl. B-1, Downgraded to Aa3 from Aa2
  -- Cl. B-2, Downgraded to Ba2 from A2
  -- Cl. B-3, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-4 Trust

  -- Cl. 3-M-1, Downgraded to Baa1 from Aa2
  -- Cl. 3-M-2, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 3-M-3, Downgraded to Ca from Ba1
  -- Cl. 3-M-4, Downgraded to Ca from Ba2
  -- Cl. 3-B-1, Downgraded to Ca from B3
  -- Cl. 3-B-2, Downgraded to Ca from Caa1

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-5 Trust

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  -- Cl. 2-CB-8, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

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

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

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

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

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

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

  -- Cl. 3-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 3-M-1, Downgraded to Ba3 from Aa1
  -- Cl. 3-M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. 3-M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 3-M-5, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. 3-M-6, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. 3-B-1, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. 3-B-2, Downgraded to Ca from Ba2
  -- Cl. 3-B-3, Downgraded to Ca from B1
  -- Cl. 3-B-4, Downgraded to Ca from B3
  -- Cl. 3-B-5, Downgraded to Ca from Caa2
  -- Cl. C-X, Placed on Review for Possible Downgrade,
     currently Aaa

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-6 Trust

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

  -- Cl. 1-CB-2, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

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

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

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

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

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-7

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

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

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

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

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

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

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

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

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

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

  -- Cl. M-1, Downgraded to B2 from Aa2

  -- Cl. M-2, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. B-1, Downgraded to Ca from Ba1
  -- Cl. B-2, Downgraded to Ca from Ba3
  -- Cl. B-3, Downgraded to Ca from B3

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-8

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

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

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

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

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

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

  -- Cl. M-2, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. B-2, Downgraded to Ca from Ba1
  -- Cl. B-3, Downgraded to Ca from Ba3

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-9 Trust

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

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

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

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

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

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

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

  -- Cl. M-1, Downgraded to Ba1 from Aa2

  -- Cl. M-2, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. B-2, Downgraded to Ca from Ba1
  -- Cl. B-3, Downgraded to Ca from Ba3
  -- Cl. B-4, Downgraded to Ca from B3

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR10 Trust

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

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

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

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for      
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-1 Trust

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

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

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

  -- Cl. 1-A-9, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-2 Trust

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

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

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

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

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

  -- Cl. 1-A-12, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

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

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

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

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

  -- Cl. B-2, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-3 Trust

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  -- Cl. A-22, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-23, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. B-2, Downgraded to B1 from Baa2; Placed Under Review for      
     further Possible Downgrade

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT 2007-4

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

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

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

Issuer: Washington Mutual Mortgage Pass-Through Certificates,
WMALT Series 2007-5 Trust

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  -- Cl. A-22, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-23, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-24, Placed on Review for Possible Downgrade,
     currently Aaa

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-HY1 Trust

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

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

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

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-4, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

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

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

Issuer: Washington Mutual Mortgage Pass-Through Certificates,
WMALT Series 2007-OC1

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

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

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

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

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

  -- Cl. M-1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Ba1
  -- Cl. M-6, Downgraded to Ca from Ba2
  -- Cl. B-1, Downgraded to Ca from B1
  -- Cl. B-2, Downgraded to Ca from Caa2
  -- Cl. B-3, Downgraded to Ca from Caa3

Issuer: Washington Mutual Mortgage Pass-Through Certificates,
WMALT Series 2007-OC2

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

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

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

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

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

  -- Cl. M-1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. B-1, Downgraded to Ca from Caa1
  -- Cl. B-2, Downgraded to Ca from Caa2


WELLMAN INC: Court OKs FTI Consulting as Panel's Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Wellman
Inc. and its debtor-affiliates' bankruptcy cases obtained approval
from the U.S. Bankruptcy Court for the Southern District of New
York to retain FTI Consulting, Inc., as its financial
advisors nunc pro tunc to March 13, 2008.

The Creditors Committee selected the firm because of its
extensive experience in providing financial advisory services in
large and complex Chapter 11 cases.

As financial advisors, FTI is expected to:

   (1) assist the Creditors Committee in reviewing financial-
       related disclosures required by the Court;

   (2) help in analyzing the Debtors' postpetition financing,
       which include preparing for hearings to consider the
       use of cash collateral and DIP financing;

   (3) assist in reviewing the Debtors' short-term cash  
       management procedures;

   (4) assist in reviewing the Debtors' proposed key employee
       retention and other critical employee benefit programs;

   (5) advice and assist the Creditors Committee in identifying
       the Debtors' core business assets, and the disposition
       of assets or liquidation of unprofitable operations;

   (6) assist in reviewing the Debtors' cost and benefit
       analysis with respect to the affirmation or rejection
       of various executory contracts and leases;

   (7) help in assessing operations and identifying potential
       areas of saving costs, including overhead and operating
       expense reduction and efficiency improvement;

   (8) assist in reviewing financial information distributed by
       the Debtors to creditors and other parties;

   (9) attend meetings and help in discussing with the Debtors,
       potential investors, and other parties-in-interest as
       requested;

  (10) help in reviewing or preparing information and analysis
       necessary for the confirmation of a Chapter 11 plan;

  (11) assist in evaluating and analyzing avoidance actions;

  (12) help in evaluating accounting and tax matters;

  (13) provide litigation advisory services, along with expert
       witness testimony on case related issues as required by
       the Creditors Committee; and

  (14) render other services  that are consistent with the role
       of a financial advisor, and not duplicative of services
       provided by other professionals in the Debtors' cases.

In exchange for its services, FTI will receive a monthly fee of
$125,000 and will be reimbursed for any expenses it may incur in
connection with its employment.  

To the extent FTI provides forensic and litigation consulting
services, it will be paid on an hourly basis and reimbursed for
its expenses.  The firms' professionals bill:

           Professionals               Hourly Rate
           -------------               -----------
           Senior Managing Directors   $540 - $720
           Managing Directors          $465 - $550
           Directors                   $380 - $475
           Senior Consultant           $285 - $360
           Consultant                  $220 - $270
           Project Assistant            $75 - $185

Samuel Star, senior managing director of FTI, assures the Court
that the firm does not represent any other parties with interest
adverse to the Debtors' cases, and is eligible to represent the
Creditors Committee under Section 1103(b) of the Bankruptcy Code.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets
packaging         
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)    


WELLMAN INC: Court Approves Ropes & Gray as Committee Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors appointed
in Wellman Inc. and its debtor-affiliates' bankruptcy cases to
retain Ropes & Gray LLP, as its counsel nunc pro tunc to the
Debtors' bankruptcy filing.

The Creditors Committee selected the firm because of its extensive
experience in representing unsecured creditors' committees in
Chapter 11 cases and other debt restructuring.   

As counsel, Ropes & Gray is expected to:

   (a) advise the Creditors Committee with respect to its rights,
       duties and powers in the Debtors' bankruptcy cases;

   (b) assist and advise the Creditors Committee in its
       consultations with the Debtors;

   (c) assist in analyzing the claims of the Debtors' creditors
       and capital structure, and in negotiating with holders of
       claims and equity interests;

   (d) assist in investigating the conduct, financial condition
       and business operation of the Debtors;

   (e) assist in analyzing, and negotiating with the Debtors
       or any third parties on matters related to the assumption
       or rejection of lease and contracts, asset dispositions,
       financing, among other things;

   (f) assist and advise the Creditors Committee with its
       communications to the general creditor body;

   (g) represent the Creditors Committee at all hearings and
       other proceedings;

   (h) review and analyze applications, court orders, and other
       documents filed with the Court;

   (i) advise and assist with respect to any legislative,
       regulatory or governmental activities;

   (j) assist in reviewing and analyzing the Debtors' various
       commercial agreements;

   (k) prepare, on behalf of the Creditors Committee, any
       pleadings;
   
   (1) investigate and analyze any claims against the Debtors'
       non-debtor affiliates;

   (m) investigate and analyze any claims against the Debtors'
       lenders;

   (n) advise the Creditors Committee with respect to any sale
       of the Debtors' assets; and

   (o) perform other legal services if necessary.

In exchange for the services, Ropes & Gray will be paid on an
hourly basis and will be reimbursed for expenses it may incur for
working with the Creditors Committee.  The firm's attorneys and
other professionals who are expected to provide services, bill:

           Professionals                Hourly Rates
           -------------                ------------
           Mark R. Bane                     $850
           Mark R. Somerstein               $720
           James A. Wright, III             $465
           Charles P. Humphreville          $330
           Sarah B. Roberts                 $240

Mr. Somerstein, Esq., at Ropes & Gray, in New York, tells the
Court that the firm does not have an interest materially adverse
to the interests of the Debtors, their estates, or other parties-
in-interest.  He assures the Court that the firm is a  
"disinterested person" within the meaning of Sections 1103 and
101(14) of the Bankruptcy Code.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets
packaging         
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)    


WESTLAKE CHEMICAL: S&P Puts 'BB-' Prelim. Rating on Unsecured Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
senior unsecured debt rating and preliminary 'BB-' subordinated
debt rating to Westlake Chemical Corp.'s recently filed universal
shelf registration.  At the same time, S&P affirmed all of its
existing ratings on Westlake, including the 'BB+' corporate credit
rating.  The outlook is negative.
     
"The ratings on Westlake reflect the company's weak business
position in its domestically focused commodity olefins and
chlorovinyl businesses, cyclical end markets, uncertain prospects
in the important housing market, and medium-term concerns related
to global oversupply in the olefins/polyolefin market," said
Standard & Poor's credit analyst Paul Kurias.  "These risks are
partially offset by credit measures that are strong for the rating
and a prudent financial policy, which the company has demonstrated
through its low debt usage through a cycle."
     
Additional strengths include a fair degree of production
integration and a favorable domestic market share in a key
product, low-density polyethylene.
     
Westlake, whose majority owner is the Chao family, is a midsize
producer of commodity petrochemical products, with market
positions in two broad categories and annual sales of more than
$2.7 billion.  The company's integrated olefin/polyolefin business
consists mainly of ethylene (a basic petrochemical, most of which
is consumed within the company), polyethylene, and styrene.  The
chlorovinyl category includes chlorine, caustic soda, vinyl
chloride monomer, and polyvinyl chloride and PVC fabricated
products.

The negative outlook reflects our expectation for a weaker
operating environment and somewhat elevated financial risk because
of higher debt.  Still, S&P expect credit ratios to be appropriate
for the ratings, even as they weaken from their current levels.  
Westlake's exposure to adverse business cycles remains a
constraint on ratings.
     
S&P could lower the ratings modestly in the near term if earnings
or cash flows weaken so that our key credit metric of funds from
operations to total debt declines to below 25% and appears likely
to continue its downward trajectory because of cyclical weakness.  
S&P could also downgrade Westlake if it unexpectedly departed from
its stated financial policies or adopted business strategies to
more aggressively pursue growth in a manner that increased
leverage.


WILSHIRE MORTGAGE: Fitch Affirms 'B+' Rating on $300,000 Certs.
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Wilshire mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Affirmations total $2.7 million and downgrades total $2.3 million.

Wilshire 1997-WFC1
  -- Notional Amount class IO affirmed at 'AAA';
  -- $0.1 million class PO affirmed at 'AAA';
  -- $1.3 million class M-1 affirmed at 'AAA';
  -- $1.0 million class M-2 affirmed at 'AAA';
  -- $0.8 million class M-3 downgraded to 'A+' from 'AA+';
  -- $1.5 million class B-1 downgraded to 'B+' from 'BB+';
  -- $0.3 million class B-2 affirmed at 'B+'.


WORLD HEART: Gets NASDAQ Warning on Minimum Bid Price Compliance
----------------------------------------------------------------
World Heart Corporation said that on April 30, 2008, it received a
notice from the Listing Qualifications Department of The NASDAQ
Stock Market stating that for the last 30 consecutive business
days, the bid price of the Company's common shares has closed
below the minimum $1.00 per share requirement for continued
inclusion under Marketplace Rule 4310(c)(4).

The notice further states that pursuant to Marketplace Rule
4310(c)(8)(D), the Company will be provided 180 calendar days (or
until October 27, 2008) to regain compliance. If, at anytime
before October 27, 2008, the bid price of the Company's common
shares closes at $1.00 per share or more for a minimum of 10
consecutive business days, the Company may regain compliance
with the Rule.

The NASDAQ staff may, in its discretion, require the Company to
maintain a bid price of at least $1.00 per share for a period in
excess of ten consecutive business days (but generally no more
than 20 consecutive business days) before determining that the
Company has demonstrated the ability to maintain long-term
compliance.

The notice indicates that, if compliance with the Rule is not
regained by October 27, 2008, the NASDAQ staff will determine
whether the Company meets the NASDAQ Capital Market initial
listing criteria as set forth in the Marketplace Rule 4310(c),
except for the bid price requirement. If it meets the criteria,
the NASDAQ staff will notify the Company that it has been granted
an additional 180 calendar day compliance period. If the Company
is not eligible for an additional compliance period, the NASDAQ
staff will provide a written notification that the Company's
common shares will be delisted and at that time, the Company may
appeal the staff's determination to a Listing Qualifications
Panel.

             About World Heart Corporation

Headquartered in Oakland, California, WorldHeart --
http://www.worldheart.com/-- is a developer of mechanical  
circulatory support systems.  The Company has additional
facilities in Salt Lake City, Utah and Herkenbosch, Netherlands.  
WorldHeart's registered office is Ottawa, Ontario, Canada.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2008,
Burr, Pilger & Mayer LLP raised substantial doubt about the
ability of World Heart Corporation 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 corporation's
recurring losses.

The company posted a net loss of $18,563,816 on total revenues of
$2,575,577 for the year ended Dec. 31, 2007, as compared with a
net loss of $20,085,049 on total revenues of $8,616,038 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $3,247,595 in
total assets, $3,338,240 in total liabilities and $1,000,000 in
convertible debenture, resulting in $1,090,645 stockholders'
deficit.  


ZIFF DAVIS: Further Amends Disclosure Statement and Plan
--------------------------------------------------------
Ziff Davis Media, Inc., and its debtor-affiliates have revised
the schedule for the solicitation of votes and confirmation of
their reorganization plan:

     May 6, 2008      Voting Record Date
     June 9, 2008     Deadline to Submit Ballots
     June 9, 2008     Deadline to File Confirmation Objections
     June 17, 2008    Confirmation Hearing

Aside from the scheduling changes and additional modifications,
the Second Amended Joint Chapter 11 Plan of Reorganization and
the Third Amended Disclosure Statement, filed May 6, 2008, also
say that "certain of the Committee members" are supporting the
Plan.  The prior versions had provided that "Committee members"
support the Plan.

The Official Committee of Unsecured Creditors is comprised of
Concordia Partners, L.P.; Deutsche Bank Trust Company Americas,
as Subordinated Notes Indenture Trustee and Stub Subordinated
Notes Indenture Trustee; Joshua Tree Capital Partners; MHR Fund
Management LLC; River Run Fund, LTD.; RR Donnelly & Sons Company;
and Sony Computer Entertainment.  Deutsche Bank earlier opposed
approval of the Second Amended Disclosure Statement, saying that
the document fails to provide information regarding items which
are necessary to address in light of their proposed treatment of
the claims under the Stub Notes and Subordinated Notes.

The Third Amended Disclosure Statement also provides that the
Plan support agreement and the terms sheet that forms the basis
of the Plan was negotiated among the Debtors, the Ad Hoc Senior
Secured Note Holder Group, the Creditors Committee, the MHR
Noteholders, and other parties.

                          Class 5 Claims

Among the provisions of the Plan Support Agreement and Term
Sheet, embodied in the Second Amended Joint Plan, holders of
Allowed Class 5 Claims will receive (a) 10% of the New Ziff Davis
Holdings Common Stock and (b) the Warrants exercisable into
shares of New Ziff Davis Holdings Common Stock to be issued on
the Plan's effective date.  This provision is subject to the
rights of a Subordinated Note Indenture Trustee and the Stub Note
Indenture Trustee to first satisfy unpaid fees and expenses
pursuant to Sections 7.07 of the Subordinated Notes Indenture and
Section 7.07 of the Stub Notes Indenture to the extent that the
fees are not paid.

                      Administrative Claims

Under the Plan, administrative claims representing contractual
liabilities like those arising under loans or advances to the
Debtors including the Senior Secured Notes Indenture, the Note
Purchase Agreement, the Subordinated Notes Indenture and the Stub
Notes Indenture, whether or not incurred in the ordinary course
of business of the Debtors after the Petition Date, will be paid
by the Debtors in accordance with the terms of the particular
transactions.

           Holders of Disputed Claims Now Allowed to Vote

The prior versions of the Plan and Disclosure Statement provided
that only holders of allowed claims in the voting classes are
entitled to vote on the Plan.

The Third Amended Plan provides holders of allowed claims in the
voting classes are entitled to vote on the Plan and the amount of
their claims.  However, it also provides that a claim which is
unliquidated, contingent or disputed is entitled to cast a ballot
in the amount of $1.00, unless and until the claim amount is
estimated or determined by the U.S. Bankruptcy Court for the
Southern District of New York or another court of competent
jurisdiction, or pursuant to an agreement with the Debtors.  
However, the Court may deem a contingent and unliquidated claim to
be allowed on a provisional basis for voting purposes.

Holders of claims in the voting classes may vote on the Plan only
if they are holders as of May 6, 2008, the distribution record
date.

                     Making of Distributions

The Reorganized Debtors will designate a person to serve as the
disbursing agent under the Plan.  Except for distribution to
holders of Allowed Senior Secured Note Claims and MHR Note
Claims, which will be made to the collateral trustee,
distributions to holders of Allowed Claims will be made by the
Disbursing Agent.

At the close of business on the Distribution Record Date, the
transfer ledgers for the Subordinated Notes and the Stub Notes
will be closed, and there will be no further changes in the
record holders of the notes.  Except as provided in the Plan, the
Debtors, the Reorganized Debtors, the Disbursing Agent, the
Subordinated Notes Indenture Trustee, the Stub Notes Indenture
Trustee, and each of their respective agents, successors, and
assigns will have no obligation to recognize any transfer of the
Subordinated Notes or the Stub Notes occurring after the
Distribution Record Date and will be entitled instead to
recognize and deal for all purposes under the Plan with only
those record holders stated on the transfer ledgers as of the
close of business on the Distribution Record Date irrespective of
the number of distributions to be made under the Plan to the
persons.

      Cancellation of Subordinated Notes and Stub Notes

On the Effective Date, except as otherwise provided for in the
Plan, (a) the Subordinated Notes and the Stub Notes will be
deemed extinguished, canceled and of no further force or effect,
and (b) the obligations of the Debtors and the Reorganized
Debtors under any agreements or indentures governing the
Subordinated Notes or the Stub Notes will be discharged without
further action under any applicable agreement, law, regulation,
order, or rule and without any action on the party of the
Bankruptcy Court or any person; provided, however, that the
Subordinated Notes, the Stub Notes, the Subordinated Notes
Indenture and the Stub Notes Indenture will continue in effect
solely for the purposes of:

   (a) allowing the holders of the Subordinated Notes and the
       Stub Notes to receive the distributions provided for in
       Section 3.09 of the Plan;

   (b) allowing the Disbursing Agent or the Subordinated Notes
       Indenture Trustee or the Stub Notes indenture Trustee, as
       the case may be, to make distributions on account of the
       Subordinated Note Claims and the Stub Note Claims; and

   (c) preserving the rights of the Subordinated Notes Indenture
       Trustee and the Stub Notes Indenture Trustee with respect
       to their respective fees and expenses,including legal
       fees, to the extent not paid pursuant to Section 13.11 of
       the Plan, and, without limitation, the liens identified in
       Section 13.12 of the Plan and any indemnification rights
       provided by the Subordinated Notes Indenture and/or the
       Stub Notes Indenture.

Subsequent to the performance by the Subordinated Notes Indenture
Trustee and the Stub Notes Indenture Trustee or its agents of any
duties that are required under the Plan or the Confirmation Order
or under the terms of the Subordinated Notes Indenture and the
Stub Notes Indenture, the Subordinated Notes Indenture Trustee
and the Stub Notes Indenture Trustee and its agents and their
successors and assigns shall be relieved of, and released from,
all obligations arising under the Subordinated Notes Indenture,
the Stub Notes Indenture, or other applicable agreements or law
and the Subordinated Notes Indenture and the Stub Notes Indenture
shall be deemed to be discharged.

A Holder of Senior Secured Note Claims or MHR Note Claims will
realize gain or loss on the exchange of a Senior Secured Note or
MHR Note pursuant to the Plan in an amount equal to the
difference between (i) the amount realized and (ii) the Holder's
adjusted tax basis in the Senior Secured Note or MHR Note.  A
Holder's amount realized should equal the sum of (a) issue price
of the New Senior Secured Note received by the Holder, (b) issue
price of the Indemnity Escrow Proceed Rights received by such
Holder, (c) the fair market value of all the contingent payments
due under the Indemnity Escrow Rights received by such Holder,
(d) the fair market value of the New Ziff Davis Holdings Common
Stock received by such Holder, and (e) the Cash received by
such Holder.  In the prior versions of the Plan and Disclosure
Statement "fair market value", not "issue price" was used for
items (a) and (b), and there were no provision for contingent
payments under the Indemnity Escrow Rights.

         Potential Dilution Caused by Options or Warrants

Subject to the terms of the Warrant Agreement, issuances of New
Ziff Davis Common Stock after the Effective Date will not alter
the number of shares of New Ziff Davis Common Stock into which
the Warrants may be exercised.  For example, if on the Effective
Date in the aggregate 1000 shares of New Ziff Davis Common Stock
are issued to Holders of Claims in Classes 4 and 5, then the
Warrants will be for an aggregate of 50 shares of New Ziff Davis
Common Stock.  If an additional 40 shares of New Ziff Davis
Common Stock are issued after the Effective Date under the New
Management Incentive Plan, the Warrants will continue to be
exercisable into 50 shares of New Ziff Davis Common Stock.

                          *     *     *

A full-text copy of the black-lined version of the Debtors' 3rd
Amended Disclosure Statement is available for free at
http://bankrupt.com/misc/Blackline_Ziff3rdAmendedDS.pdf

A full-text copy of the Debtors' 2nd Amended Plan of
Reorganization is available for free at
http://bankrupt.com/misc/Blackline_Ziff3rdAmendedDS.pdf


* Fitch Expects Store Sales Performance to Remain Weak in 2008
--------------------------------------------------------------
Fitch Ratings expects that comparable store sales performance in
the U.S. retail industry will remain weak for the remainder of
2008, particularly in the discretionary apparel and home products
segments. Retail operators continue to face a challenging consumer
environment characterized by higher energy and commodity costs,
increased unemployment rates, falling real estate and stock
prices, and declines in credit availability.

'Economic pressures have not abated, forcing many retailers to be
more cautious in their outlooks for 2008,' said Karen Ghaffari,
Managing Director, Fitch Ratings U.S. Retail Team.  'Companies are
taking more defensive actions to preserve market share and cash
flow.'

Many retailers in Fitch's U.S. retail coverage have curbed capital
spending and share repurchases from highs seen in 2007 to preserve
liquidity.  Nonetheless, the combination of pressured revenue,
intensified promotional activity and high costs related to energy
and commodities is expected to further stress retail operating
profit margins in 2008.

>From a credit perspective, Fitch views the ratings across its U.S.
retail coverage as generally stable in 2008 given issuer efforts
to manage through the macroeconomic weakness to preserve revenues,
profits, and cash flow.  However, there is more downside rating
risk than upside rating potential, particularly in the more
discretionary department store and specialty retail sectors, and
for high yield credits.  Fitch also expects a rise in the number
of retailer bankruptcies, as already evidenced by the recent
filing of Chapter 11 by Linens 'n Things and among home furnishing
retailers.


* S&P Says US Banks May Have Made It Through Recent Market Turmoil
------------------------------------------------------------------
Although another phase of risk repricing that will keep investors
on edge may be looming, U.S. banks and securities firms appear to
have made it through the worst of the recent market turmoil, said
a report released by Standard & Poor's Ratings Services titled,
"Rated U.S. Banks Likely To Weather Market Difficulties."
     
S&P believe the next phase of risk repricing for U.S. banks will
be slower than the mark-to-market process and resemble the more
familiar banking credit cycle for commercial banks and thrifts.  
Despite the potential negative impact on earnings, S&P believe
U.S. banks' current capital levels are well positioned to address
these potential challenges, particularly following the proactive
capital-raising efforts of the past several months.
      
"In our view, the speed at which the current cycle has turned can
be best illustrated by the profitability financial institutions
reported during 2007.  In the first half of 2007, all FDIC-insured
banks reported a pretax profit margin of 35%.  For the full year,
the banks reported only 28%," said Standard & Poor's credit
analyst Tanya Azarchs.  For full-year 2008, S&P could see pretax
margins close to break-even for the system.  Losses for
residential mortgages, home equity lines of credit, and
homebuilder loans are poised to create large losses for banks.
This could produce credit losses of $94 billion annually for all
FDIC-insured financial institutions during the next two years at
least, and is likely to produce bottom-line losses for a large
number of both banks and thrifts.


* S&P Says Slowing of Bank Lending May Not Lead to Rating Actions
-----------------------------------------------------------------
The slowing of commercial real estate lending among U.S. regional
banks may be problematic for some financial institutions'
performance, but it is unlikely to result in widespread rating
actions on those with the highest exposures, according to a
new report by Standard & Poor's Ratings Services titled, "Cracks
Are Emerging In Commercial Real Estate For U.S. Banks."  Standard
& Poor's believes that certain issuers concentrated in builder-
related segments with certain geographic and loan exposures could
see negative ratings actions depending on credit quality losses
and their profitability outlook.
      
"We expect that credit quality within most CRE segments will
remain sound, with the exception of construction, which has shown
considerable credit deterioration in recent quarters," said
Standard & Poor's credit analysts Robert Hansen and Catherine
Mattson.  "CRE lending standards are generally more conservative
than those of the last downturn, and lower loan-to-value ratios
will likely help mitigate potential losses for CRE lenders."
     
Residential construction and development loans are currently
experiencing a significant downturn, in particular in markets
where home price appreciation outpaced the industry, such as
Florida, Georgia, Arizona, Nevada, and California, according to
the report.  While nonperforming asset levels and net charge-offs
have increased, they are off a low base.  As banks increase their
loan-loss provisions to build reserves for potential losses,
however, earnings are diminishing for CRE lending.
     
CRE segments, such as retail or hospitality, will likely weaken in
the face of low consumer spending, but Standard & Poor's doesn't
expect credit losses to outpace its expectations for a normal
cyclical downturn.  Overall, it expects CRE valuations to decline
from elevated levels during the next two years because of a
difficult financing landscape and economic weakness.


* S&P Says Credit Card Charge-Offs Continue to Mount in March '08
-----------------------------------------------------------------
Charge-offs continued to mount in March 2008 among U.S. credit
card trusts, as they have for the past year, according to Standard
& Poor's Ratings Services' recent bankcard Credit Card Quality
Index report.  At the same time, robust excess spread, which
provides the first level of protection against defaults, and a
high payment rate both contributed to solid trust performance in
March.  The CCQI monitors the performance of more than
$425 billion in receivables held in trusts of rated credit card-
backed securities.
     
The charge-off rate for the overall index increased 50 basis
points to 5.7% from the previous month.  "Despite the negative
trend, the current charge-off rate still remains well below the
average high of 7.1% reported between 2002 and 2003 and the five-
year average of 6.6% between 2000 and 2004, before the
implementation of the Bankruptcy Reform Act in October 2005," said
Standard & Poor's credit analyst Kelly Luo.
     
Meanwhile, delinquencies were relatively flat in March.  Thirty-
and 60-plus-day delinquencies were unchanged at 4.5% and 3.2%,
respectively, while 90-plus-day delinquencies were up 10 bps.  
"While the total delinquency rates for most trusts are now close
to their 2005 levels, they remain below the levels seen in 2002
and 2003," Ms. Luo said.
     
The payment rate, which determines how quickly investors are paid
out under adverse conditions, increased 50 bps to 19.1% in March,
from 18.6% in February.  "The increase in payment rates may
reflect the additional collection days in March compared with
February," Ms. Luo said.  More than three-quarters of the trusts
in the CCQI reported higher payment rates in March.
     
Excess spread for the overall CCQI dropped 30 bps to 8.1% in
March.  Excess spread in many trusts had been trending lower in
2007 than in 2006 due to rising charge-offs; however, most of the
trusts, aided by lower base rates resulting from the Federal
Reserve interest rate cuts, still recorded healthy excess spread
levels in the first quarter of 2008.
     
During the recent quarter, Standard & Poor's lowered its ratings
on eight confidentially rated transactions backed by credit card
receivables.  All of the downgrades resulted from rating actions
on bond insurer Financial Guaranty Insurance Co.
     

* Rebecca Winthrop Joins Ballard Spahr in Los Angeles
-----------------------------------------------------
Rebecca J. Winthrop, Esq. joined the Los Angeles office of Ballard
Spahr Andrews & Ingersoll, LLP as counsel in the Litigation
Department and the Bankruptcy, Reorganization and Capital Recovery
group, disclosed David C. Sampson, Esq., a managing partner of
Ballard Spahr's Los Angeles office.

"Rebecca is an excellent addition to our team," said Sampson. "Her
extensive experience in bankruptcy and creditors' rights will be
an asset to the firm and our clients."

Ms. Winthrop concentrates her practice on representing financial
institutions in commercial lending transactions, workouts and
bankruptcies.  She has also worked on documenting and closing
complex loan transactions.  Ms. Winthrop's experience includes
representing indenture trustees and bondholders in workouts and
bankruptcies involving high-yield securities.  Additionally, she
represents prospective estate assets purchasers in the negotiation
and drafting of overbid and breakup arrangements, real estate
developers and investment trusts in the protection of their
development rights, and franchisors, telecommunications companies
and other unsecured creditors in complex Chapter 11 and 13 cases.

                        About Ballard Spahr

Ballard Spahr Andrews & Ingersoll, LLP --
http://www.ballardspahr.com/-- is an Am Law 100 firm with more  
than 500 lawyers in 11 offices in the United States.  The firm's
core practice group for bankruptcy, reorganization and capital
recovery comprises bankruptcy litigators and corporate attorneys
who regularly represent creditor and debtor constituencies in
bankruptcies, loan restructurings, bond workouts and creditors'
rights actions.

Ballard Spahr clients include Fortune 500 corporations, hospitals,
universities, financial institutions, managed care organizations,
defense contractors, utilities, public officials and private
individuals.


*Chapter 11 Cases with Assets & Liabilities Below $1,000,000
------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Norway Adventure Sports, Ltd.
   Bankr. N.D. Ill. Case No. 08-10458
      Chapter 11 Petition filed April 25, 2008
         See http://bankrupt.com/misc/ilnb08-10458.pdf

In Re Gazelle One, LLC
   Bankr. D. Md. Case No. 08-15899
      Chapter 11 Petition filed April 29, 2008
         Filed as Pro Se

In Re Petawatt Solar, Inc.
   Bankr. C.D. Calif. Case No. 08-12264
      Chapter 11 Petition filed April 30, 2008
         See http://bankrupt.com/misc/cacb08-12264.pdf

In Re Ft. Myers Mattress Co., Inc.
   Bankr. M.D. Fla. Case No. 08-06132
      Chapter 11 Petition filed April 30, 2008
         See http://bankrupt.com/misc/flmb08-06132.pdf

In Re Frontier Holding and Development Corp.
   Bankr. S.D. Fla. Case No. 08-15517
      Chapter 11 Petition filed April 30, 2008
         See http://bankrupt.com/misc/flsb08-15517.pdf

In Re Al-Maha Enterprises Co., Inc.
   Bankr. E.D. Mich. Case No. 08-50503
      Chapter 11 Petition filed April 30, 2008
         See http://bankrupt.com/misc/mieb08-50503.pdf

In Re The Living Waters Trust
   Bankr. W.D. N.C. Case No. 08-10337
      Chapter 11 Petition filed April 30, 2008
         See http://bankrupt.com/misc/ncwb08-10337.pdf

In Re Advent Molded Products, Inc.
   Bankr. D. Ariz. Case No. 08-04961
      Chapter 11 Petition filed April 30, 2008
         Filed as Pro Se

In Re Fitness Express-Holmen, LLC
   Bankr. W.D. Wis. Case No. 08-12132
      Chapter 11 Petition filed April 30, 2008
         See http://bankrupt.com/misc/wiwb08-12132.pdf

In Re Chamblee Mill & Fertilizer, LLC
   Bankr. N.D. Ala. Case No. 08-81326
      Chapter 11 Petition filed May 1, 2008
         See http://bankrupt.com/misc/alnb08-81326.pdf

In Re Red Square Restaurant, Inc.
   Bankr. C.D. Calif. Case No. 08-12775
      Chapter 11 Petition filed May 1, 2008
         See http://bankrupt.com/misc/cacb08-12775.pdf

In Re Medical Equipment Depot, LLC
      aka Medical Equipment Depot
   Bankr. E.D. Mich. Case No. 08-50763
      Chapter 11 Petition filed May 1, 2008
         See http://bankrupt.com/misc/mieb08-50763.pdf

In Re ATWJ Group, LLC
   Bankr. S.D. Miss. Case No. 08-01384
      Chapter 11 Petition filed May 1, 2008
         See http://bankrupt.com/misc/mssb08-01384.pdf

In Re Liberty Protection Services, Inc.
   Bankr. E.D. N.Y. Case No. 08-72216
      Chapter 11 Petition filed May 1, 2008
         See http://bankrupt.com/misc/nyeb08-72216.pdf

In Re Blue Management Group, Inc.
      dba Crew Coffee Restaurant and Bar
   Bankr. S.D. N.Y. Case No. 08-35946
      Chapter 11 Petition filed May 1, 2008
         See http://bankrupt.com/misc/nysb08-35946.pdf

In Re Wynnefield Education Services, Inc.
   Bankr. E.D. Pa. Case No. 08-12868
      Chapter 11 Petition filed May 1, 2008
         See http://bankrupt.com/misc/paeb08-12868.pdf

In Re Spartan Machine Works, LLC
   Bankr. D. S.C. Case No. 08-02611
      Chapter 11 Petition filed May 1, 2008
         Filed as Pro Se

In Re Richard Hugh Livingston
   Bankr. W.D. Mich. Case No. 08-03925
      Chapter 11 Petition filed May 1, 2008
         Filed as Pro Se

In Re Charles Gibson Dyer
   Bankr. D. Mass. Case No. 08-13203
      Chapter 11 Petition filed May 1, 2008
         Filed as Pro Se

In Re Francisco Saez
   Bankr. C.D. Calif. Case No. 08-15967
      Chapter 11 Petition filed May 1, 2008
         Filed as Pro Se

In Re E.F. Group, Inc.
   Bankr. E.D. Tex. Case No. 08-41108
      Chapter 11 Petition filed May 1, 2008
         See http://bankrupt.com/misc/txeb08-41108.pdf

In Re Sharp Ram Corp.
   Bankr. N.D. Tex. Case No. 08-41926
      Chapter 11 Petition filed May 1, 2008
         See http://bankrupt.com/misc/txnb08-41926.pdf

In Re Nuts n Bolts, Inc.
   Bankr. W.D. Wash. Case No. 08-12663
      Chapter 11 Petition filed May 1, 2008
         See http://bankrupt.com/misc/wawb08-12663.pdf

In Re Robert Alyn Rael
   Bankr. D. Wyo. Case No. 08-20251
      Chapter 11 Petition filed May 1, 2008
         See http://bankrupt.com/misc/wyb08-20251.pdf

In Re Professional Contractors, Inc.
   Bankr. D. Wyo. Case No. 08-20252
      Chapter 11 Petition filed May 1, 2008
         See http://bankrupt.com/misc/wyb08-20252.pdf

In Re Aqua Shi, L.P.
   Bankr. E.D. Calif. Case No. 08-90826
      Chapter 11 Petition filed May 2, 2008
         See http://bankrupt.com/misc/caeb08-90826.pdf

In Re Kathleen Marie Vadasz
   Bankr. N.D. Calif. Case No. 08-52234
      Chapter 11 Petition filed May 2, 2008
         See http://bankrupt.com/misc/canb08-52234.pdf

In Re Dovark Rental Properties, Inc.
   Bankr. M.D. Fla. Case No. 08-02529
      Chapter 11 Petition filed May 2, 2008
         See http://bankrupt.com/misc/flmb08-02529.pdf

In Re MM Acquisition, LLC
      dba Masterpiece Millwork
   Bankr. N.D. Ga. Case No. 08-21204
      Chapter 11 Petition filed May 2, 2008
         See http://bankrupt.com/misc/ganb08-21204.pdf

In Re Stephanies Fine Jewelers, LLC
   Bankr. E.D. La. Case No. 08-10974
      Chapter 11 Petition filed May 2, 2008
         See http://bankrupt.com/misc/laeb08-10974.pdf

In Re Michael Antonio Rodriquez
   Bankr. D. Md. Case No. 08-16180
      Chapter 11 Petition filed May 2, 2008
         See http://bankrupt.com/misc/mdb08-16180.pdf

In Re Vehicle Solutions, LLC
   Bankr. W.D. Mich. Case No. 08-03988
      Chapter 11 Petition filed May 2, 2008
         See http://bankrupt.com/misc/miwb08-03988.pdf

In Re Church of God in Christ Jesus
   Bankr. E.D. N.C. Case No. 08-02983
      Chapter 11 Petition filed May 2, 2008
         See http://bankrupt.com/misc/nceb08-02983.pdf

In Re Valentine Enterprises, LLC
   Bankr. D. Ariz. Case No. 08-05081
      Chapter 11 Petition filed May 2, 2008
         Filed as Pro Se

In Re Stan Eugene Swienckowski
   aka Linden Swienckowski
   Bankr. C.D. Calif. Case No. 08-15962
      Chapter 11 Petition filed May 2, 2008
         Filed as Pro Se

In Re Jabot, LLC
   Bankr. S.D. Tex. Case No. 08-32771
      Chapter 11 Petition filed May 2, 2008
         Filed as Pro Se

In Re Marian Mitchell Oliver Corp.
      dba McMillan Dental Care
   Bankr. D. S.C. Case No. 08-02653
      Chapter 11 Petition filed May 2, 2008
         See http://bankrupt.com/misc/scb08-02653.pdf

In Re Auburn Ace Holdings, LLC
   Bankr. W.D. Wash. Case No. 08-12687
      Chapter 11 Petition filed May 2, 2008
         See http://bankrupt.com/misc/wawb08-12687.pdf

In Re Iron Dog Trucking, LLC
   Bankr. N.D. N.Y. Case No. 08-31128
      Chapter 11 Petition filed May 3, 2008
         See http://bankrupt.com/misc/nynb08-31128.pdf

In Re Midtown Developers, LLC
   Bankr. N.D. Ga. Case No. 08-68533
      Chapter 11 Petition filed May 5, 2008
         See http://bankrupt.com/misc/ganb08-68533.pdf

In Re Skill Construction & Development, Inc.
   Bankr. N.D. Ga. Case No. 08-68535
      Chapter 11 Petition filed May 5, 2008
         See http://bankrupt.com/misc/ganb08-68535.pdf

In Re The Royal Group, Inc.
   Bankr. S.D. Ga. Case No. 08-20436
      Chapter 11 Petition filed May 5, 2008
         See http://bankrupt.com/misc/gasb08-20436.pdf

In Re Koch Property Management, Inc.
   Bankr. W.D. N.Y. Case No. 08-21089
      Chapter 11 Petition filed May 5, 2008
         See http://bankrupt.com/misc/nywb08-21089.pdf

In Re SPP Property & Business Management, Inc.
   Bankr. W.D. Pa. Case No. 08-22982
      Chapter 11 Petition filed May 5, 2008
         See http://bankrupt.com/misc/pawb08-22982-A.pdf
         See http://bankrupt.com/misc/pawb08-22982-B.pdf
         See http://bankrupt.com/misc/pawb08-22982-C.pdf

In Re Dwight L.P.
   Bankr. W.D. Pa. Case No. 08-22985
      Chapter 11 Petition filed May 5, 2008
         See http://bankrupt.com/misc/pawb08-22985.pdf

In Re BRTC Investments, LP
   Bankr. C.D. Calif. Case No. 08-16108
      Chapter 11 Petition filed May 5, 2008
         Filed as Pro Se

In Re Great Faith Investments
   Bankr. S.D. Tex. Case No. 08-32858
      Chapter 11 Petition filed May 5, 2008
         Filed as Pro Se

In Re Hauntz Development, LLC
   Bankr. S.D. Tex. Case No. 08-32919
      Chapter 11 Petition filed May 5, 2008
         Filed as Pro Se

In Re BSC Bandit, Inc.
   Bankr. C.D. Calif. Case No. 08-12866
      Chapter 11 Petition filed May 5, 2008
         Filed as Pro Se

In Re Markee William Brown, Jr.
   Bankr. N.D. Ga. Case No. 08-68330
      Chapter 11 Petition filed May 5, 2008
         Filed as Pro Se

In Re Kevin Roy McLean
   Bankr. N.D. Calif. Case No. 08-30763
      Chapter 11 Petition filed May 5, 2008
         Filed as Pro Se

In Re 8525 Mid-Cities Boulevard
   Bankr. N.D. Tex. Case No. 08-42049
      Chapter 11 Petition filed May 5, 2008
         See http://bankrupt.com/misc/txnb08-42049.pdf

In Re Willrent, LLC
   Bankr. S.D. Tex. Case No. 08-10241
      Chapter 11 Petition filed May 5, 2008
         See http://bankrupt.com/misc/txsb08-10241.pdf

In Re Chong's Associates, Inc.
      dba Market Square Food Mart #1
   Bankr. S.D. Tex. Case No. 08-32933
      Chapter 11 Petition filed May 5, 2008
         See http://bankrupt.com/misc/txsb08-32933.pdf

In Re BJR, Ltd.
      dba Comfort Rest Waterbeds, Inc.
   Bankr. W.D. Va. Case No. 08-70807
      Chapter 11 Petition filed May 5, 2008
         See http://bankrupt.com/misc/vawb08-70807.pdf

In Re Andrew I. Torres
   Bankr. D. Ariz. Case No. 08-05220
      Chapter 11 Petition filed May 6, 2008
         See http://bankrupt.com/misc/azb08-05220.pdf

In Re The Tan Factory, Inc.
   Bankr. S.D. Fla. Case No. 08-15795
      Chapter 11 Petition filed May 6, 2008
         See http://bankrupt.com/misc/flsb08-15795.pdf

In Re Tashi III Homes, LLC
   Bankr. N.D. Ga. Case No. 08-11240
      Chapter 11 Petition filed May 6, 2008
         See http://bankrupt.com/misc/ganb08-11240.pdf

In Re Herbert Whitney Frye, Jr.
   Bankr. N.D. Ind. Case No. 08-11402
      Chapter 11 Petition filed May 6, 2008
         See http://bankrupt.com/misc/innb08-11402.pdf

In Re Gary Lee Dilley
   Bankr. N.D. Ind. Case No. 08-11404
      Chapter 11 Petition filed May 6, 2008
         See http://bankrupt.com/misc/innb08-11404.pdf

In Re Radio City, LLC
      dba Trump's Bar & Grill
   Bankr. S.D. Ohio Case No. 08-54295
      Chapter 11 Petition filed May 6, 2008
         See http://bankrupt.com/misc/ohsb08-54295.pdf

In Re Luxevan Corp.
   Bankr. D. P.R. Case No. 08-02887
      Chapter 11 Petition filed May 6, 2008
         See http://bankrupt.com/misc/prb08-02887.pdf

In Re James Michael Jugon
   Bankr. S.D. Tex. Case No. 08-33003
      Chapter 11 Petition filed May 6, 2008
         Filed as Pro Se

In Re Dare Investments, LLC
   Bankr. N.D. Ga. Case No. 08-41372
      Chapter 11 Petition filed May 6, 2008
         Filed as Pro Se

In Re Rehoboth Ministries of Manvel, Inc.
   Bankr. S.D. Tex. Case No. 08-80214
      Chapter 11 Petition filed May 6, 2008
         See http://bankrupt.com/misc/txsb08-80214.pdf

In Re Zaragoza-Betel Car Wash, L.P.
      aka Calif. Self Service Car Wash, Inc.
   Bankr. W.D. Tex. Case No. 08-30685
      Chapter 11 Petition filed May 6, 2008
         See http://bankrupt.com/misc/txwb08-30685.pdf



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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