TCR_Public/080512.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, May 12, 2008, Vol. 12, No. 112

                             Headlines

AEQUICAP INSURANCE: A.M Best Cuts IC Rating to 'b' from 'bb-'
ALON USA: Agrees to Buy Valero's Krotz Springs Refinery for $333MM
ALON USA: Valero Energy Deal Prompts S&P to Retain Negative Watch
AMERICAN AXLE: UAW Chief Balks at GM's $200 Million Aid to Axle
AMERICAN HOME: Banks Assert $56,000,000 in Transfer Claims

ATARI INC: Asks Nasdaq to Review Panel's Move to Delist Securities
ATARI INC: Gets $20 Million Loan from Infogrames Entertainment
AVENTINE RENEWABLE: Moody's Affirms B2 Corporate Family Rating
BLOCKBUSTER INC: Obtains Authority to Review Circuit City Books
BP METALS: S&P Revises Outlook to Negative; Holds 'B+' Rating

BUCKINGHAM CDO: Moody's Slashes Ratings to Ca on Two Note Classes
BUFFETS HOLDINGS: Court Approves Sale Bonus to Tahoe Joe's Pres.
BUFFETS HOLDINGS: Court Approves Quinn Emanuel as Counsel
BUFFETS HOLDINGS: Taps Assessment Technologies as Tax Consultants
CAPITAL RESERVE: Fitch Withdraws 'Bq' Q-IFS Rating

CARINA CDO: Moody's Lowers Rating on $1.05BB Notes to C from B3
CASH TECHNOLOGIES: AMEX Accepts Plan to Meet Listing Compliance
CENTRO NP: Moody's Keeps Rtng on Review on Parent's Debt Extension
CHL MORTGAGE: S&P Puts Default Rating on Class B-4 Certificates
CITIZENS COMMS: S&P Cuts Rating to BB from BB+ with Stable Outlook

CLASS 2006-12: Moody's Puts Ba2 Rating on $5MM Notes Under Review
COLLECTIVE BRANDS: Gets S&P Neg. Outlook on Adidas Suit Verdict
COLLECTIVE BRANDS: Gets Moody's Neg Outlook on Adidas Suit Ruling
COUDERT BROTHERS: Retirees' Suit Transferred to Bankruptcy Court
COMFORCE CORP: March 30 Balance Sheet Upside-Down by $8.3 Million

COMMODORE CDO: Poor Credit Quality Cues Moody's to Cut Ratings
COREL CORP: Appoints Kris Hagerman as Interim Chief Executive
COUNTRYWIDE FINANCIAL: Court Junks Settlement with Homeowner
COUNTRYWIDE MORTGAGE: Fitch Takes Actions on Various Classes
DANA CORP: Ad Hoc Panel Wants Court Nod on $3.5 Mil. Legal Fee  

DANA CORP: Appaloosa Wants Court Nod on $2.5MM Legal Fees Payment
DELPHI CORP: March 31 Balance Sheet Upside-Down by $14 Billion
DELTA FINANCIAL: Trims Board & Management; CEO, CFO Give up Posts
DRS TECHNOLOGIES: Strategic Discussions Won't Affect S&P's Rating
DUN & BRADSTREET: March 31 Balance Sheet Upside-Down by $482.5 MM

ELECTRICAL COMPONENTS: Filing Delay Prompts Moody's to Junk Rtngs.
EMISPHERE TECH: March 31 Balance Sheet Upside-Down by $17.2MM
FREESCALE SEMICONDUCTOR: Buys Back Ex-CEO's Interests for $5.4MM
GCI INC: Execution Risks Cue Moody's to Chip CF Rating to B1
GENERAL MOTORS: $200MM Aid to Axle Sparks Criticism from UAW Chief

GEORGIA GULF: Weak Performance Cues S&P to Junk Corp. Credit Rtng.
GRENADIER FUNDING: Moody's Reviews B2 Rating on $15MM Notes
HARBORVIEW MORTGAGE: S&P Puts 'D' Rtng. on S. 2005-6 Cl. B-4 Cert.
IMAC CDO: Moody's Junks Ratings on $300MM Floating Rate Notes
IMAX CORP: Moody's Changes Outlook to Pos. on Improved Liquidity

INDYMAC RESIDENTIAL: S&P Chips Ratings on Four Certificate Classes
JP MORGAN: Fitch Rates $4.372MM Class T Certificates B-
JWM PARTNERS: Allows Investors to Get Money Ahead of Schedule
KGEN LLC: S&P's 'BB' Rating Unaffected by Changes in Board
KINGSWAY FINANCIAL: Gets Waiver Over Compliance with Credit Deal

MAGELLAN HEALTH: Moody's Withdraws Rtngs After Full Loan Repayment
MARCAL PAPER: Group Objects to Environmental Settlements
MASTR ADJUSTABLE: S&P Downgrades Ratings on 13 Certificate Classes
MASTR ALTERNATIVE: S&P Junks Ratings on Seven Certificate Classes
MCKINLEY II: Moody's Slashes Rating on $16.5MM Notes to Ca

MOHEGAN TRIBAL: S&P Holds 'BB-' Rating; Revises Outlook to Neg.
NCI BUILDING: S&P Changes 'BB' Rating on $125MM Credit to 'BB+'
ORAGENICS INC: Posts $791,636 Net Loss in 2008 First Quarter
ORCHARD PARK: Moody's Chips Aa3 Rating on $51.8MM Notes to Ba3
PAPPAS TELECASTING: Files Chapter 11 Protection in Delaware

PAPPAS TELECASTING: Case Summary & 20 Largest Unsecured Creditors
PHARMANET DEVELOPMENT: S&P Holds Rating; Revises Outlook to Neg.
PIONEER VALLEY: Moody's Junks Rating on $29.5MM Class C Notes
POINTS INTERNATIONAL: March 31 Balance Sheet Upside-down by $6MM
PUBLIC SERVICE: S&P Assigns 'BB+' Rating on $350MM Senior Notes

RACE POINT: S&P Lifts Rating on Three Note Classes to BB from BB-
REMINGTON ARMS: S&P Lifts Corporate Credit Rating to B from B-
RH DONNELLEY: S&P Chips Corporate Credit Rating to B+ from BB-
SHARPER IMAGE: Court Approves Financing Agreement with AICCO
SHARPER IMAGE: Stay Lifted to Let American Express End Promo

SHARPER IMAGE: Hearing on Bid to Restrict Equity Trades Set May 14
SIRVA INC: Discloses New Directors After Plan Confirmation
SIRVA INC: DIP Deal Amendment Allows Share Sale to Picot, Irving
SIRVA INC: Files Motion to Extend Removal Period to Sept. 5
SPECTRUM BRANDS: March 30 Balance Sheet Upside-Down by $232.9MM

TEXAS INTERNATIONAL: Fitch Withdraws 'Bq' Q-IFS Rating
TOM'S FOODS: PBGC to Meet With Members of Company's Pension Plan
TRIBECA PARK: Moody's Assigns Ba2 Rating on $10MM Class D Notes
TRIBUNE CO: Cablevision Likely Winner; News Corp. Withdraws Bid
TRIBUNE CO: March 30 Balance Sheet Upside-Down By $2 Billion

TROPICANA ENT: Obtains Interim OK to Use LandCo's Cash Collateral
TROPICANA ENT: Wants Access to OpCo Lenders' Cash Collateral
TROPICANA ENT: Wants Statements & Schedules Filing Moved to July 4
TTM TECH: Moody's Says Ratings Unmoved by $143.75MM Notes Offer
VICORP RESTAURANTS: Can Hire Reed Smith as Bankruptcy Counsel

VICORP RESTAURANTS: Can Hire Grubb & Ellis as Real Estate Advisor
VICORP RESTAURANTS: Wants to Hire Clifton Gunderson as Accountant
VONAGE HOLDINGS: March 31 Balance Sheet Upside-Down by $82 Million
WESTERLY HOSPITAL: Moody's Cuts Rating to B2 on Poor Liquidity
WINDSOR QUALITY: Moody's Puts Ba3 Corp. Family Rating Under Review

WILLIAMS PARTNERS: Fitch Lifts Issuer Default Rtng. to BB+ from BB
X-RITE INC: Posts $16.8 Million Net Loss in 2008 First Quarter
ZIFF DAVIS: Allowed to Sign New Contracts with CRO, Ex-CEO
ZIFF DAVIS: Peter Weedfald is Named New President

* S&P Lowers Ratings on 23 Classes from Four CDO Transactions
* Moody's Says State Housing Delinquencies Rise in 2007
* Moody's Says Apparel Industry's Outlook Remains Negative

* BOND PRICING: For the Week of May 5 - May 9, 2008

                             *********

AEQUICAP INSURANCE: A.M Best Cuts IC Rating to 'b' from 'bb-'
-------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to
C++(Marginal) from B-(Fair) and issuer credit rating to "b" from
"bb-" of AequiCap Insurance Company.  The outlook for both ratings
is negative.

The ratings reflect AIC's vulnerable risk-adjusted capitalization,
significantly elevated underwriting leverage, unfavorable loss
reserve development trends and dependence on reinsurance.  Risk-
adjusted capitalization in 2007 and 2006 was negatively impacted
by substantial adverse loss reserve development from accident
years 2002 through 2005 in the commercial automobile line of
business.  This adverse development resulted in a precipitous
decline in surplus, partially offset by a capital contribution.

A significant portion of the unfavorable development that occurred
in 2007 was due to the commutation of a reinsurance contract in
early 2006.  Although AIC has taken substantial corrective actions
to improve and track claims handling, the outlook reflects the
execution risk associated with management's corrective actions to
improve earnings and risk-adjusted capitalization.

The negative rating factors are modestly offset by the advantage
AIC receives from its affiliated managing general underwriter,
AequiCap Program Administrators, through which management has the
flexibility to shift business to and from AIC, depending on market
conditions.  In addition, demonstrated financial support from the
parent organization is evidenced by significant capital
contributions over the last five years.  However, debt at the
parent organization has increased in recent years, resulting in
high financial leverage.


ALON USA: Agrees to Buy Valero's Krotz Springs Refinery for $333MM
------------------------------------------------------------------
Alon USA Energy, Inc. disclosed on May 8, 2008 that it has
executed a definitive purchase agreement to acquire the Krotz
Springs refinery from Valero Energy Corporation. The purchase
price of this transaction consists of $333 million in cash plus an
amount for working capital, including inventories, to be
determined at closing.  Also, both parties have agreed to a five
year off-take agreement along with a service agreement for one
year. Valero is eligible to receive potential "earn-out" payments
for three years following closing. The transaction is expected to
close during the latter portion of the second quarter or early in
the third quarter of 2008, following satisfaction of customary
closing conditions, including regulatory approvals.

The Krotz Springs refinery, with a nameplate crude capacity of
approximately 83,100 barrels per day (bpd), services multiple
demand centers in the Southeast and East Coast markets through the
low-cost Colonial pipeline. The 2007 refined product mix from the
Krotz Springs refinery, with a current 6.5 complexity rating,
consists of approximately 96% light products, with the following
yields: 44% gasoline, 44% distillates and light cycle oils, 8%
petrochemicals and 4% of heavy products.

David Wiessman, Executive Chairman of the Board for Alon USA,
commented, "Krotz Springs refinery, which is being acquired at an
attractive price, increases our refining capacity by 50%, reduces
our risk profile and enhances our strategic objective to grow the
Company and provides a new platform for our integrated business
model.  I want to thank Credit Suisse, Wachovia and Bank of
America for their support of this transaction and to Alon Israel
and its shareholders for the trust they have shown in the
management of Alon USA by providing cash to support this deal."

"This refinery ranks among the lowest operating cost US refineries
and placed in the first quartile for lowest maintenance costs,
refinery utilization and liquid volume recovery in the latest
Solomon survey," said Jeff Morris, Alon's President and CEO. "We
believe we can further improve operations at the refinery with
minimal costs and we plan to upgrade the refinery to produce low
sulfur diesel and to process a Mars-like crude slate. We are also
signing a 5-year off-take agreement with Valero for High Sulfur
Diesel and Light Cycle Oil that should provide Alon with
significant flexibility in terms of the timing of the anticipated
refinery upgrades.

"We are very pleased to have joined ranks with a strong management
team and group of employees that have achieved one of the best
track records in the industry. We anticipate the existing
management team to remain at the refinery following closing of the
transaction, which we believe will facilitate the integration of
Krotz Springs into our refinery portfolio under our current
corporate infrastructure."

The Krotz refinery is strategically located with the majority of
its crude supply originating from two major pipelines and has a
crude storage capacity of 665,000 barrels.

Financing for the transaction is expected to include a $245
million term loan arranged by Credit Suisse, which was also the
M&A advisor for Alon in this deal. In addition, Wachovia has
provided a commitment for a $425 million revolver facility with an
accordion feature of an additional $75 million to support ongoing
working capital needs and Alon has arranged for a $50 million
letter of credit facility to support substantial hedging. This
transaction is expected to generate strong free cash flow that
should enable substantial delevering of the aforementioned debt in
three years.

Headquartered in Dallas, Texas, Alon USA Energy, Inc. --
http://www.alonusa.com-- is an independent refiner and marketer  
of petroleum products, operating primarily in the South Central,
Southwestern and Western regions of the United States.  The
Company owns and operates four sour and heavy crude oil refineries
in Texas, California and Oregon, with an aggregate crude oil
throughput capacity of approximately 170,000 barrels per day.  
Alon markets gasoline and diesel products under the FINA brand
name and is a leading producer of asphalt.  Alon also operates
more than 300 convenience stores in West Texas and New Mexico
under the 7-Eleven and FINA brand names and supplies motor fuels
to these stores from its Big Spring refinery. In addition, Alon
supplies approximately 800 additional FINA branded locations.



ALON USA: Valero Energy Deal Prompts S&P to Retain Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Alon
USA Energy Inc. (B+/Watch Neg/--) will remain on CreditWatch with
negative implications following the company's announcement that it
has agreed to purchase Valero Energy Corp.'s refinery at Krotz
Springs, Louisiana.  S&P initially placed the ratings on
CreditWatch with negative implications on Feb. 20, 2008, following
the fire at and subsequent closure of Alon's Big Spring, Texas,
refinery.  Alon, an independent refining and marketing company,
will pay cash of $333 million and an as yet undetermined amount
for working capital, including inventories, for the 85,000-barrel-
per-day refinery.

"While the Krotz Springs refinery will add diversity to Alon's
asset portfolio and product mix," said Standard & Poor's credit
analyst Paul Harvey, "we are concerned about the impact of the
purchase on debt leverage at this time of weak refining margins
and limited throughput capacity at the Big Spring refinery."

In addition, S&P remain concerned about Alon's ability to meet its
July 2008 target for the Big Spring refinery's return to full
capacity.  If Big Spring faces material delays, Alon's currently
adequate liquidity could erode, resulting in higher debt leverage
at the same time it finances the Krotz Springs acquisition.


AMERICAN AXLE: UAW Chief Balks at GM's $200 Million Aid to Axle
---------------------------------------------------------------
United Auto Workers union president Ron Gettelfinger criticized
General Motors Corp.'s $200 million aid to American Axle &
Manufacturing Holdings Inc., saying that instead of resolving the
labor dispute, GM's action will make the talks more difficult,
John D. Stoll of The Wall Street Journal, citing a radio
interview, reports.

As reported in the Troubled Company Reporter on May 9, 2008,
GM agreed to provide Axle with upfront financial support capped at
$200 million to help fund employee buyouts, early retirements and
buydowns to facilitate a settlement of the work stoppage.

WSJ relates that the UAW chief predicts that Axle will make firm
demands following GM's move.  The auto supplier now intends to
close a factory in Cheektowaga, New York.

Axle believes that the labor protest will be settled either if the
UAW eases off or GM intervenes, WSJ quotes people familiar with
the matter.

The TCR disclosed on April 24, 2008, that approximately 3,650
associates are represented by the UAW at five facilities in
Michigan and New York affected by the strike.  AAM and the UAW are
working to reach a new collective bargaining agreement for the
original U.S. locations.

Although AAM has made several economic proposals to the UAW with
"all-in" hourly wage and benefit packages that were considerably
higher than the market rate of AAM's UAW-represented competitors
in the U.S., the UAW has repeatedly rejected these economic
proposals.

                             About GM

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

                         About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE:AXL) -- http://www.aam.com/-- and its
wholly owned subsidiary, American Axle & Manufacturing, Inc.,
manufactures, engineers, designs and validates driveline and
drivetrain systems and related components and modules, chassis
systems and metal-formed products for light trucks, sport utility
vehicles and passenger cars.  In addition to locations in the
United States (in Michigan, New York and Ohio), the company also
has offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea and the United Kingdom.

                            *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Moody's Investors Service placed American Axle & Manufacturing
Holdings, Inc.'s Ba3 Corporate Family Rating under review for
downgrade.


AMERICAN HOME: Banks Assert $56,000,000 in Transfer Claims
----------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
sent parties-in-interest in their cases a notice regarding the
deadline for filing proofs of claim in connection with any assumed
contracts sold together with the the Debtors' mortgage loan
servicing business.

In response, Deutsche Bank National Trust Company, Citibank, N.A.,
U.S. Bank, National Association, Wells Fargo Bank, N.A., and The
Bank of New York, separately asserted claims on account of
transfer costs:

         Bank/Claimant            Claim Amount
         -------------            ------------
         Deutsche Bank             $54,882,588
         Citibank, N.A.                935,662
         U.S. Bank, N.A.               764,560
         Wells Fargo Bank               61,810
         Bank of New York               51,772

Deutsche Bank, et al., assert rights to payment for transfer
costs under certain mortgage loan agreements with the Debtors,
and other parties.  Their claims also account for legal fees,
necessary costs and bank default administration fees.

                     About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a
mortgage         
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

The U.S. Bankruptcy Court for the District of Delaware extended
the exclusive periods for American Home Mortgage Investors Corp.
and its debtor-affiliates to file a plan of reorganization through
June 2, 2008; and solicit and obtain acceptances for that plan
through July 31, 2008.

(American Home Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).



ATARI INC: Asks Nasdaq to Review Panel's Move to Delist Securities
------------------------------------------------------------------
Atari Inc. plans to request a review from the Nasdaq Listing and
Hearing Review Council, which could alter or dismiss the Nasdaq
Listing Qualifications Panel's determination to delist Atari
Inc.'s securities from the Nasdaq Global Market and to suspend
trading of Atari Inc.'s shares effective May 9, 2008.

On May 7, 2008, Atari Inc. received a letter from The Nasdaq Stock
Market stating the Panel's action on Atari Inc.'s securities.

The request for review will not delay the suspension of trading.  
Atari Inc. expects to be quoted on the Pink Sheets, an electronic
quotation service maintained by Pink Sheets LLC.  

The Pink Sheets allow continued trading of securities of delisted
companies.  Atari Inc. expects its common stock to be traded on
the Pink Sheets under the symbol "ATAR" or "ATAR.PK".  Atari
Inc.'s common stock may also be quoted on the OTC Bulletin
Board(R), a regulated quotation service for over-the-counter
securities, provided one or more market makers apply to quote
Atari Inc.'s securities.

On Dec. 21, 2007, the Nasdaq Listing Qualifications Department
notified Atari Inc. that, pursuant to Nasdaq Marketplace Rule
4450(e)(1), unless the market value of Atari Inc.'s publicly held
shares maintained an aggregate market value of $15 million or more
for a minimum of 10 consecutive business days prior to March 20,
2008, Atari Inc.'s securities would be subject to delisting.

The value of Atari Inc.'s publicly held shares did not reach that
level within the required period, and on March 24, 2008, the
Nasdaq Listing notified Atari Inc. that the Nasdaq Staff had
determined that Atari Inc.'s securities were subject to delisting
unless Atari Inc. requested a hearing before a Nasdaq Listing
Qualifications Panel.

Atari Inc. requested a hearing on March 27, 2008, which stayed the
delisting process until the hearing was held and the hearings
panel delivered a decision.  The hearing was held on May 1, 2008.

The Nasdaq hearings panel thereafter ruled to proceed with the
delisting process and, effective May 9, 2008, Atari Inc.'s common
stock will no longer trade on The Nasdaq Global Market.

Atari Inc. plans to request that the Nasdaq Listing and Hearing
Review Council review the Nasdaq hearings panel decision.

Atari Inc. relates that its delisting from The Nasdaq Stock Market
will not affect the pending merger transaction with its majority
shareholder Infogrames Entertainment S.A.  Infogrames holds
approximately 51.4% of Atari Inc.'s common shares.

                         About Atari Inc.

Headquartered in New York, Atari Incorporated, (NASDAQ: ATAR) --
http://www.atari.com/-- publishes and distributes interactive      
entertainment software in the U.S.  The company's 1,000+ published
titles distributed by the company include hard-core, genre-
defining franchises such as Test Drive(R); and mass-market and
children's franchises such Dragon Ball Z(R).  Atari Inc. is a
majority-owned subsidiary of France- based Infogrames
Entertainment SA, an interactive games publisher in Europe.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
Atari Inc.'s consolidated balance sheet at Dec. 31, 2007, showed
$43.5 million in total assets and $60.3 million in total
liabilities, resulting in a $16.8 million total stockholders'
deficit.

                       Going Concern Doubt

New York-based Deloitte & Touche LLP expressed substantial doubt
about Atari's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended March 31, 2007.  The auditing firm pointed to the
company's significant operating losses.

As disclosed on March 21, 2008, the forbearance period granted by
BlueBay High Yield Investments (Luxembourg) S.A.R.L., the lender
under Atari's senior secured credit facility, has expired and
Atari is currently in discussions with BlueBay with respect to,
among other things, an extension of the forbearance period.


ATARI INC: Gets $20 Million Loan from Infogrames Entertainment
--------------------------------------------------------------
Atari Inc. and Infogrames Entertainment, S.A. entered into a
credit agreement, under which IESA committed to provide up to
$20 million in loan availability at an interest rate equal to the
applicable LIBOR rate plus 7% per year, subject to the terms and
conditions of the IESA Credit Agreement, in connection with both
parties' proposed $11 billion merger agreement reported in the
Troubled Company Reporter on May 6, 2008.

Atari will use borrowings under the New Financing Facility to fund
its operational cash requirements during the period between the
date of the Merger Agreement and the closing of the merger.  The
obligations under the New Financing Facility are secured by liens
on substantially all of our present and future assets, including
accounts receivable, inventory, general intangibles, fixtures, and
equipment.

Atari has agreed that it will make monthly prepayments on amounts
borrowed under the New Financing Facility of its excess cash.  
Atari will not be able to reborrow any loan amounts paid back
under the New Financing Facility other than loan amounts prepaid
from excess cash.  Also, the Company is required to deliver to
IESA a budget, which is subject to approval by IESA in its
commercially reasonable discretion, and which shall be
supplemented from time to time.

A full-text copy of the IESA Credit Agreement is available for
free at http://ResearchArchives.com/t/s?2bb6

                     Intercreditor Agreement

Under an intercreditor agreement among IESA, BlueBay High Yield
Investments (Luxembourg) S.A.R.L. and Atari, IESA has agreed that
for so long as obligations under the Existing Credit Facility are
not discharged, it will:

   (i) not seek to exercise any rights or remedies with respect to
       the shared collateral for a period of 270 days (provided
       that, in any event, IESA may not exercise such rights or
       remedies while BlueBay is exercising its rights and
       remedies as to the collateral),

  (ii) not take action to hinder the exercise of remedies under
       the BlueBay Credit Facility, and

(iii) waive any rights as a junior lien creditor to object to the
       manner in which BlueBay may enforce or collect obligations
       under the BlueBay Credit Facility.

A full-text copy of the Intercreditor Agreement is available for
free at http://ResearchArchives.com/t/s?2bb7

               Waiver, Consent and Fourth Amendment

The company is party to a credit agreement, dated as of Nov. 3,
2006, and amended on Oct. 23, 2007, further amended on Nov. 6,
2007, and further amended on Dec. 4, 2007, with its lenders,
relating to an asset-based secured credit facility consisting of a
revolving line of credit in an amount up to $14 million.

In order to permit the signing of the merger agreement and the
establishment of the new financing facility with IESA, the company
entered into a waiver, consent and fourth amendment to the
existing credit facility under which, among other things:

   (i) BlueBay agreed to waive the company's non-compliance with
       certain representations and covenants under the credit
       agreement,

  (ii) BlueBay agreed to consent to the company's entering into
       the new credit facility with IESA,

(iii) BlueBay agreed to consent to the Company's entering into
       the Merger Agreement with IESA, and

  (iv) BlueBay and the company agreed to certain amendments to the
       existing credit facility with respect to the intercreditor
       agreement referenced above regarding the parties'
       respective security interests in the company's assets, the
       company's operational covenants and events of default.

A full-text copy of the Waiver, Consent and Fourth Amendment to
credit Agreement is available for free at
http://ResearchArchives.com/t/s?2bb8

                         About Atari Inc.

Headquartered in New York, Atari Incorporated, (NASDAQ: ATAR) --
http://www.atari.com/-- publishes and distributes interactive      
entertainment software in the U.S.  The company's 1,000+ published
titles distributed by the company include hard-core, genre-
defining franchises such as Test Drive(R); and mass-market and
children's franchises such Dragon Ball Z(R).  Atari Inc. is a
majority-owned subsidiary of France- based Infogrames
Entertainment SA, an interactive games publisher in Europe.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
Atari Inc.'s consolidated balance sheet at Dec. 31, 2007, showed
$43.5 million in total assets and $60.3 million in total
liabilities, resulting in a $16.8 million total stockholders'
deficit.

                       Going Concern Doubt

New York-based Deloitte & Touche LLP expressed substantial doubt
about Atari's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended March 31, 2007.  The auditing firm pointed to the
company's significant operating losses.

As reported in the Troubled Company Reporter on March 28, 2008,
Atari Inc. received a Staff Determination Letter from the Nasdaq
Listing Qualifications Department stating that Atari Inc. has not
gained compliance with the requirements of Nasdaq Marketplace Rule
4450(b)(3), and that its securities are therefore subject to
delisting from The Nasdaq Global Market.

On Dec. 21, 2007, the Nasdaq Listing Qualifications Department
notified Atari Inc. that, pursuant to Nasdaq Marketplace Rule
4450(e)(1), unless the market value of Atari Inc.'s publicly held
shares, which is calculated by reference to Atari Inc.'s
total shares outstanding, less any shares held by officers,
directors or beneficial owners of 10% or more, maintains an
aggregate market value of $15 million or more for a minimum of
10 consecutive business days prior to March 20, 2008, Atari Inc.'s
securities would be subject to delisting.


AVENTINE RENEWABLE: Moody's Affirms B2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service downgraded the speculative grade
liquidity rating of Aventine Renewable Energy Holdings, Inc.'s to
SGL-4 (weak liquidity) and affirmed the company's B2 corporate
family rating and B3 rating on its senior unsecured notes due
2017.  The outlook remains negative.  These summarizes the
ratings.

Aventine Renewable Energy Holdings, Inc.

Ratings changes:

  -- Speculative grade liquidity rating - SGL-4 from SGL-3

Ratings affirmed:

  -- Corporate family rating - B2
  -- Probability of default rating -- B2
  -- $300mm Sr unsec notes due 2017 -- B3, LGD5, 76%

The downgrade in Aventine's speculative grade liquidity rating
follows the disclosure that the company's auction rate securities
remain illiquid and that it recorded an unrealized $21.6 million
charge to income in the first quarter of 2008 to reduce the
carrying value of the $127.2 million of the ARS on its balance
sheet as of March 31, 2008, to $105.6 million.  Previously, the
company was able to sell approximately $84 million of auction rate
securities prior to the failed February 8th auction, which
resulted in a loss of $1.5 million.  However, regular ARS auctions
have not resumed and Aventine believes it is unable to liquidate
its ARS without incurring significant losses.

The SGL-4 liquidity rating reflects cash balances that are
expected to be exhausted during 2008 (to fund an estimated
$250 million of construction costs for two new ethanol plants
slated for completion in the first quarter of 2009 and an addition
$10 - $15 million for maintenance capital expenditures), the
current unattractive commodity pricing environment, the
expectation that cash balances ($74 million as of March 31, 2008)
and availability under Aventine's revolver ($132 million as of
March 31, 2008) are not sufficient to cover the company's
projected capital expenditures over the remainder of 2008, and the
general difficult liquidity environment that might preclude the
company from raising significant funds from uncommitted sources.

There is currently downward pressure on Aventine's corporate
family rating due to its liquidity situation.  If the company is
not able to resolve its liquidity needs in the second quarter of
2008 or if its cash flow from operations falls below levels
achieved in the first quarter of 2008, then the corporate family
rating could be lowered.

Aventine is a producer and marketer in the United States of
ethanol used as a blending component for gasoline.  It produces
ethanol and co-products at its wholly-owned Pekin, Illinois wet
milling and dry milling plants, and its 78.4% owned dry milling
Aurora, Nebraska plant.  Additionally, the firm operates a
marketing alliance that pools ethanol from multiple third party
producers and sells it nationwide for which it receives a
commission.  Revenues for the LTM ended March 31, 2008 were
approximately $1.6 billion.  


BLOCKBUSTER INC: Obtains Authority to Review Circuit City Books
---------------------------------------------------------------
Circuit City Stores Inc. has let Blockbuster Inc. review its
records in connection with the video-rental chain's bid to buy the
consumer electronics retailer, various reports say.

Circuit City also received a letter from Blockbuster indicating
that the company's largest shareholder, Carl Icahn, is willing to
buy Circuit City if Blockbuster can't get financing or secure
necessary shareholder approval, several reports add.

According to the reports, Circuit City Stores hired Goldman Sachs
& Co. to explore strategic alternatives, which may include a sale
of the company.  The Wall Street Journal states that Circuit
City's board of directors has not determined to pursue the sale
option.

WSJ quotes Philip J. Schoonover, chairman, president and chief
executive officer of Circuit City as saying: "The decision to
allow Blockbuster and Carl Icahn to conduct due diligence should
not be taken as an indication that the board has completed its
review of the Blockbuster proposal, that the board has taken a
position on the company's value or that it has settled upon a
particular strategic course of action."

WSJ says that recent trading of Circuit City shares suggests
investors are skeptical that a deal would happen.  Circuit City
stock has been trading at less than the offer of $6 to $8 a share,
and, despite a 5.9% gain on May 9, it was at $5.07 in 4 p.m. New
York Stock Exchange composite trading, WSJ notes.

Even inside Blockbuster, there is some skepticism that a deal will
materialize, WSJ states citing people familiar with the situation.  
Blockbuster's bid is based on a multitude of assumptions, and it
isn't clear what the company will find when it starts delving into
Circuit City's numbers, WSJ indicates.  

WSJ relates that questions also remain about how well Blockbuster
could execute a merger.

               About Circuit City Stores Inc.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty    
retailer of consumer electronics, home office products,
entertainment software and related services.  The company has two
segments: domestic and international.  

                  About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a leading global        
provider of in-home movie and game entertainment, with over 7,800
stores throughout the Americas, Europe, Asia and Australia.  

At Jan. 6, 2008, the company's total debt, including capital lease
obligations was $757.8 million compared with $984.2 million in
Dec. 31, 2006.

                          *     *     *

As reported in the Troubled company Reporter on Dec. 28, 2007,
Fitch Ratings affirmed Blockbuster Inc.'s long-term Issuer
Default Rating at 'CCC' and the senior subordinated notes at
'CC/RR6'.  The rating outlook is stable.  


BP METALS: S&P Revises Outlook to Negative; Holds 'B+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Cleveland-based BP Metals LLC to negative from stable.  All
ratings were affirmed, including the 'B+' corporate credit rating.  
The company had total debt of roughly $122 million as of
Dec. 31, 2007.  
      
"The outlook revision reflects the company's limited headroom
under its senior leverage covenant, which renders a violation
possible as the hurdle becomes steeper in subsequent quarters,"
said Standard & Poor's credit analyst James Siahaan.  BP Metals
has seen its profitability reduced as of late, and continued
erosion through the end of September could result in a covenant
breach, thus placing pressure on liquidity.
     
The speculative-grade ratings on BP Metals reflect the company's
leveraged capital structure and exposure to cyclical end markets.
Partially offsetting these factors are the company's relatively
broad end-market diversity and its competitive position as a
supplier of custom-made components in niche markets.
     
S&P could lower the ratings if it becomes apparent that BP Metals
cannot generate adequate profitability to remain compliant with
its financial covenants.  S&P could also lower the ratings if a
weaker economic environment and/or continued volatility in the
price of scrap steel and other raw materials causes credit
measures to deteriorate more than S&P expect.  S&P could revise
the outlook back to stable if profitability in certain segments is
strong enough to improve headroom under financial covenants, or if
the company amends its credit agreement to provide adequate
headroom.


BUCKINGHAM CDO: Moody's Slashes Ratings to Ca on Two Note Classes
-----------------------------------------------------------------
Moody's Investors Service has downgraded these notes issued by
Buckingham CDO III Ltd.

Class Description: Up to $1,350,000,000 Class A ST Notes Due 2051

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

Class Description: Up to $1,350,000,000 Class A LT Notes Due 2051

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

Class Description: $67,500,000 Class B Secured Floating Rate Notes
Due 2051

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

Class Description: $37,500,000 Class C Secured Floating Rate Notes
Due 2051

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

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


BUFFETS HOLDINGS: Court Approves Sale Bonus to Tahoe Joe's Pres.
----------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates obtained authority
from the United States Bankruptcy Court for the District of
Delaware to pay a sale-related incentive bonus to Greg Graber,
Tahoe Joe's, Inc.'s president and chief operating officer.

As reported in the Troubled Company Reporter on March 31, 2008,
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, related that before the Petition Date,
the Debtors determined that the Tahoe Joe's branded restaurant
operations do not fit within their core buffet restaurant chain
concept and accordingly commenced a process to sell Tahoe Joe's.

Ms. Morgan told the Court that Mr. Graber is uniquely positioned
to interface with potential buyers.  Along with J.H. Chapman Group
LLC, who is being employed by the Debtors to assist in the sale,
Mr. Graber will meet with at least two parties who expressed
interest in serving as stalking horse bidders for Tahoe Joe's
assets.

"Chapman will undoubtedly rely on [Mr.] Graber to provide
assistance and cooperation in its efforts and to be the primary
business contact and conduit through whom all due diligence and
negotiations with interested parties will flow," Ms. Morgan said.

In addition, Ms. Morgan notes that to maintain Tahoe Joe's as a
valuable brand and asset, Mr. Graber will be required to continue
to maintain Tahoe Joe's high operational levels and standards on
a day-to-day basis while simultaneously spearheading marketing
efforts between Tahoe Joe's and interested bidders.

To align Mr. Graber's interest with those of Tahoe Joe's estate,
the Debtors proposed to implement a sale-based incentive bonus.  
Ms. Morgan said that the Incentive Plan is designed to provide
incentives to Mr. Graber based on the need for Mr. Graber's
efforts and expertise to facilitate the entry into and
consummation of a transfer event that maximizes the value of
Tahoe Joe's assets, and in turn, the net recovery available to
Tahoe Joe's estate and creditors.

Pursuant to the Incentive Plan, Mr. Graber will be eligible to be
awarded a bonus, over and above his base compensation at
prepetition levels.  In the event of a successful transfer, Mr.
Graber would be eligible for a bonus equal to one percent of up
to $17,000,000 of the net proceeds and two percent of the net
proceeds above $17,000,000.

To be eligible for a bonus, Mr. Graber must remain continuously
employed by Tahoe Joe's as its chief operating officer or in a
capacity superior to that position, from the date of entry into
the Incentive Plan through the date of a Transfer Event.

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

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

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of
$85 million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


BUFFETS HOLDINGS: Court Approves Quinn Emanuel as Counsel
---------------------------------------------------------
The United States Bankruptcy Court for the District of
Delaware allowed Buffets Holdings Inc. and its debtor-affiliates
to employ Quinn Emanuel Urquhart Oliver & Hedges, LLP, as their
special bankruptcy litigation counsel, nunc pro tunc to March 28,
2008, pursuant to Section 327(a) of the Bankruptcy Code and and
Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure,

As reported in the Troubled Company Reporter on April 16, 2008,
Mike Andrews, chief executive officer of Buffets Holdings, Inc.,  
said, the Debtors seek to employ Quinn Emanuel to represent them
as special bankruptcy litigation counsel based on the firm's:

   (a) vast experience in matters concerning bankruptcy
       litigation, including financing disputes, valuation
       litigation, and contested confirmations, among others; and

   (b) extensive experience in handling complex litigation, which
       makes it especially suited to deal effectively with many
       of the potential contested issues that may arise in the
       Debtors' bankruptcy case.

Quinn Emanuel has been employed by the Debtors since March 28,
2008, Mr. Andrews relates.

As the Debtors' special bankruptcy litigation counsel, Quinn
Emanuel will work closely with (i) Young Conaway Stargatt &
Taylor, LLP, the Debtors' general bankruptcy and reorganization
counsel, (ii) Paul, Weiss, Refkind, Wharton & Garrison LLP, the
Debtors' special corporate counsel, and (iii) other professionals
as may be retained by the Debtors.

Quinn Emanuel's duties is limited to these issues:

   1. issues relating to sale-lease back transactions and any
      related litigation;

   2. significant litigation with the Debtors' principal
      constituencies;
   
   3. issues relating to any anticipated or actual contest in
      connection with disclosure or confirmation of one or more
      Chapter 11 plans in the Debtors' cases; and

   4. issues relating any anticipated or actual contest in the
      Debtors' valuation of assets, and any related litigation.

Susheel Kirpalani, Esq., a partner at Quinn Emanuel and chairman
of the firm's Bankruptcy and Restructuring group, is in charge of
the engagement.

Quinn Emanuel's professionals will be paid based on the firm's
hourly rates:

      Partners             $660 to $950
      Other attorneys      $380 to $950
      Legal Assistants     $250 to $280

The firm will be reimbursed for reasonable expenses incurred.  

Quinn Emanuel has received no fees from the Debtors and holds no
retainer fee.

Mr. Kirpalani assured the Court that Quinn Emanuel is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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

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

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BUFFETS HOLDINGS: Taps Assessment Technologies as Tax Consultants
-----------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates ask the United
States Bankruptcy Court fort the District of Delaware for
authority to employ Assessment Technologies, Ltd., as their
property tax consultants under the terms of a service agreement,
nunc pro tunc to March 1, 2008.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that ATL's primary role
will be to provide the Debtors with property tax consulting
services with respect to appealing tax assessments or challenging
tax claim amounts for certain property owned or leased by the
Debtors, and for which the Debtors are liable for tax assessments
or tax claim amounts.

According to Ms. Morgan, ATL is qualified to serve as the
Debtors' property tax consultants because the firm has the
background and expertise to help the Debtors achieve tax savings
which will inure to the benefit of the Debtors' estates,
creditors and other parties-in-interest.  ALT is also one of the
largest ad valorem tax consulting firms in the Southwest and has
a good track record of producing tax savings for companies.

As the Debtors' property tax consultants, ATL is expected to:

   * review targeted tax assessments on the property including
     supporting data, calculations and assumptions produced by   
     the appropriate assessing authority together with the     
     information provided by the Debtors;

   * analyze economic feasibility of attaining a reduced
     assessment or tax;

   * represent the Debtors before the appropriate tax
     assessing/collecting, or court authorities using all
     reasonable, appropriate and available means provided by
     statute or within the Bankruptcy Code to adjust assessment,
     unclaimed or claimed tax amount; and

   * upon approval of the Debtors, take any commercially
     reasonable and lawful action in furtherance of ATL's plan  
     without additional approval requirements including, but not  
     limited to, utilizing any and all local, state or federal
     remedies ATL deems necessary and appropriate.

ATL will be compensated 50% of all the tax savings received by
the Debtors as a result of ATL's efforts for each tax year.  Tax
savings is the aggregate of:

   (a) the positive difference between the proposed assessed  
       valuation and the final assessed valuation for the  
       property for each tax year's tax rate, multiplied by that
       year's tax rate.  In the event a tax is reduced without
       adjustment of the corresponding assessed valuation, the
       positive difference between the beginning tax and the
       reduced tax will constitute tax savings;

   (b) refunds, credits, interest, reductions in claims and other
       tax offsets not otherwise claimed by the client in the
       ordinary course independent of consultant's advice;
   
   (c) reduction in taxes arising from correction of errors in
       the tax roll for prior tax years; and

   (d) reduction of statutory penalties, interest or collection  
       fees payable and not otherwise statutorily barred by   
       Bankruptcy code provisions.

In the event a final assessed valuation is negotiated in advance
of the formal posting of a proposed assessed valuation, the
proposed valuation for purposes of determining tax savings will
be calculated by adding net capital additions to the property tax
account's original assessed value for the prior tax year, subject
to reduction for depreciation ordinarily available on account of
the taxing jurisdiction's applicable depreciation schedule.

ATL is responsible for all expenses incurred in the pursuit of
tax savings, including the cost of special property tax counsel
legal fees, third party appraisal fees and travel expenses,
provided, however, that ATL will provide the Debtors with up to
50 hours of data input for the Debtors' tax input.  Any time
expended for inputting of the Debtors' tax data that exceeds 50
hours will be compensable directly from the Debtors as general
compliance work, at the rate set forth in the Service Agreement.

ATL's hourly rates are:

          Partners             $550
          Managers              425
          Senior Consultants    350
          Consultants           250
          Professional/Admin.   150  

The Service Agreement provides that ATL's fees will be paid by
the Debtors within 30 days of the Debtors' actual receipt date of
the Tax Savings.

James Hausman, Jr., senior vice president of ATL, assures the
Court that ATL is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, and it holds no interest adverse
as to the matters with respect to which it is to be employed by
the Debtors in their Chapter 11 cases.

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

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

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


CAPITAL RESERVE: Fitch Withdraws 'Bq' Q-IFS Rating
--------------------------------------------------
Fitch Ratings has withdrawn its quantitative insurer financial
strength ratings on various life insurance companies that no
longer meet Fitch's criteria to be eligible to receive a Q-IFS
rating.

These ratings are withdrawn by Fitch:

Capital Reserve Life Insurance Company (NAIC Code 61573)
  -- Q-IFS 'Bq'.

Texas International Life Insurance Company (NAIC Code 86169)
  -- Q-IFS 'Bq'.


CARINA CDO: Moody's Lowers Rating on $1.05BB Notes to C from B3
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one class
of notes issued by Carina CDO Ltd.  The notes affected by the
rating action are:

US$1,050,000,000 Class A-1 Floating Rate Notes Due November, 2046;

  -- Prior Rating: B3 on review direction uncertain
  -- Current rating: C

Carina CDO Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities and CDO securities.  
The transaction experienced an event of default under the
Indenture .

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  

In this regard, the majority of the Controlling Class directed the
Trustee to proceed with the disposition of the Collateral in
accordance with the Indenture.  The Trustee notified Moody's that
it sold all of the Collateral and made a final distribution and
applied the proceeds of the liquidation in accordance with
applicable provisions of the Indenture on March 5, 2008.  In that
distribution, according to the trustee, the only noteholders to
receive a distribution of liquidation proceeds were holders of
Class A-1 Notes.  Available funds were not sufficient to pay the
Class A-1 Notes in full.

The rating actions taken reflect the changes in severity of loss
associated with certain tranches and reflect the final liquidation
distribution.


CASH TECHNOLOGIES: AMEX Accepts Plan to Meet Listing Compliance
---------------------------------------------------------------
Cash Technologies, Inc. disclosed that the American Stock Exchange
has notified the Company that its revised plan to regain
compliance with the continued listing standards of the Exchange
has been approved.

In November 2007, following the bankruptcy of Champion Parts,
Inc., which resulted in the Company writing off the approximate
$8 million balance of a promissory note owed by Champion to a
Company subsidiary, the Company disclosed that it had been
notified by the Exchange that it had fallen out of compliance with
the continued listing standards of the Exchange. The Company's
plan to regain compliance, which included a requirement to acquire
certain assets of Champion, was initially approved by the Exchange
in January 2008.

Management believes that the acquisition of the Champion assets
which the Company announced on May 6, 2008, combined with other
anticipated events and balance sheet adjustments, will accomplish
the objectives of the Plan, but Plan approval is subject to a
determination by the Exchange that will not be finally made until
the Company's Form 10KSB is filed for the fiscal year ending May
31, 2008. Until and unless such determination is made, the Company
is considered to be out of compliance with the continued listing
standards, however the Exchange will permit the Company to remain
listed pursuant to an extension ending September 15, 2008.

As reported by the Troubled Company Reporter, Cash Technologies'
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.

                     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.


CENTRO NP: Moody's Keeps Rtng on Review on Parent's Debt Extension
------------------------------------------------------------------
Moody's Investors Service stated that it will maintain Centro NP
LLC's (formerly New Plan Excel Realty Trust, Inc.) B3 senior
unsecured debt ratings under review direction uncertain reflecting
the company's announcement that its parent, Centro Properties
Group (not rated), was granted an extension until Dec. 15, 2008 on
its Australian debt previously scheduled to expire May 7, 2008.  
This extension is subject to certain conditions being met by May
30 for finalizing an additional liquidity facility totaling
$155 million and covers Centro's interests in certain managed
funds. Centro's U.S. debt is still subject to a Sept. 30, 2008
deadline.

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

Moody's stated that upwards rating movement would be contingent
upon implementing a viable plan to refinance/restructure Centro
Property Group's debt, in addition to Centro NP refinancing the
bridge facility and line of credit on or before its Sept. 30, 2008
extension date without materially pressuring their leverage,
secured debt, the value of their portfolio, and other credit
metrics, while complying with bond covenants.  A confirmation of
the B3 rating would result from Centro NP reaching a financing
plan to which the debt holders agree, with a strategic plan in
place to restructure Centro Properties Group's debt.  A downgrade
to the Caa range or lower would most likely reflect Centro NP's
continued issues refinancing its line and/or Centro Properties
Group's inability to refinance its debt by the extension dates,
noncompliance with bond covenants at the Centro NP level,
acceleration of bond payments, a firesale of assets or a
bankruptcy filing.

These ratings are at B3, with review direction uncertain:

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

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

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


CHL MORTGAGE: S&P Puts Default Rating on Class B-4 Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
class B certificates from CHL Mortgage Pass-Through Trust 2003-
HYB2.  At the same time, S&P placed its rating on class D-B-3 from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2002-30 on CreditWatch with negative implications.  Additionally,
S&P affirmed its ratings on the remaining classes from these two
transactions.
     
S&P downgraded class B-4 from CHL Mortgage Pass-Through Trust
2003-HYB2 to 'D' because it suffered a write-down.  S&P also
lowered its ratings on the class B-2 and B-3 notes because actual
losses have eroded credit support.  S&P downgraded class B-3 to
'CCC' from 'BB' and downgraded class B-2 to 'B' from 'BBB'.  This
transaction has severe delinquencies of approximately 1.80% of its
current balance and cumulative losses of 0.12% of its original
balance.  Based on these delinquency and loss levels, the
transaction does not have enough support to maintain the previous
ratings on the affected classes.
     
S&P placed its rating on class D-B-3 from Credit Suisse First
Boston Mortgage Securities Corp.'s series 2002-30 on CreditWatch
with negative implications because of the rising amount of
severely delinquent loans in this transaction compared with the
available credit support.  Severe delinquencies are currently
9.49% of the current pool balance, and losses are 1.28% of the
original pool balance.  Credit support for class D-B-3 has been
eroding steadily due to losses, and S&P will continue to monitor
this transaction as more performance data becomes available.
     
The collateral for these transactions consists primarily of prime
fixed- and adjustable-rate, first-lien mortgage loans secured by
one- to four-family residential properties.


                         Ratings Lowered

             CHL Mortgage Pass-Through Trust 2003-HYB2

                                   Rating
                                   ------
                  Class      To              From
                  -----      --              ----
                  B-2        B               BBB
                  B-3        CCC             BB
                  B-4        D               B

               Rating Placed on Creditwatch Negative

        Credit Suisse First Boston Mortgage Securities Corp.
                           Series 2002-30

                                  Rating
                                  ------
                 Class      To               From
                 -----      --               ----
                 D-B-3      BBB-/Watch Neg   BBB-

                         Ratings Affirmed

             CHL Mortgage Pass-Through Trust 2003-HYB2

                       Class           Rating
                       -----           ------
                       1-A-1           AAA
                       2-A-1           AAA
                       1-X             AAA
                       M               AA+
                       B-1             A+

        Credit Suisse First Boston Mortgage Securities Corp.
                            Series 2002-30

                       Class           Rating
                       -----           ------
                       I-A-1           AAA
                       I-P             AAA
                       I-X             AAA
                       II-A-3          AAA
                       II-A-5          AAA
                       II-P            AAA
                       II-X            AAA
                       D-B-1           AAA
                       D-B-2           AA+


CITIZENS COMMS: S&P Cuts Rating to BB from BB+ with Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Stamford, Connecticut-based Citizens Communications Co. to 'BB'
from 'BB+'.  The outlook is stable.  Total debt outstanding was
about $4.75 billion as of March 31, 2008.
     
"The downgrade reflects credit measures that are weak for the
previous rating," said Standard & Poor's credit analyst Allyn
Arden.  Total debt to EBITDA, including unfunded pension and post
employment benefits, and adjusted for operating leases, was about
3.9x at year-end 2007.  Funds from operations to adjusted debt was
around 18%.  "Moreover, we do not expect any material improvement
in key credit measures over the next couple of years given our
expectations for continued access line erosion and slower growth
of digital subscriber line (DSL) services."
     
A substantial dividend payout and ongoing share repurchases
further limit the potential for debt reduction.
     
The ratings on Citizens Communications reflect rising competition
from cable telephony and wireless substitution, the lack of a
facilities-based video strategy, longer-term risk to regulatory
support, and an aggressive financial policy.  Tempering factors
include Citizens' solid position as an incumbent local exchange
carrier, primarily in less-competitive rural areas, relatively
stable cash flow and high margins; and growth in high-speed data
services, which has helped mitigate revenue declines from line
losses.
     
Wireless substitution and cable telephony competition continue to
pressure Citizens Communications' customer base.       

"We believe the company will face greater competition as cable
operators continue to deploy less-expensive Internet Protocol
telephony service in rural markets," said Mr. Arden.  "As a
result, access line losses will likely accelerate despite the
company's promotional efforts to retain customers."
     
In the first quarter of 2008, line losses were 6.5% on a pro forma
basis, up from the 5.6% in the previous quarter.  Given the mature
nature of Citizens Communications' markets and increasing
competition from the cable operators, acquisitions have become an
integral part of its growth strategy.  During 2007, Citizens
Communications completed its purchase of rural local exchange
carriers Commonwealth Telephone Enterprises and Global Valley
Networks, thereby reducing its reliance on the highly competitive
Rochester, New York, market.  S&P expect that future acquisitions
will likely be funded with new debt, potentially resulting in
weaker credit measures.


CLASS 2006-12: Moody's Puts Ba2 Rating on $5MM Notes Under Review
-----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Class
2006-12 TODI I.

Class Description: $5,000,000 Class 2006-12 TODI I Units, due June
2016

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio,
which consists primarily of corporate securities.


COLLECTIVE BRANDS: Gets S&P Neg. Outlook on Adidas Suit Verdict
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Topeka,
Kansas-based Collective Brands Inc. to negative from stable.  At
the same time, S&P affirmed all other ratings on the specialty
footwear retailer, including the 'B+' corporate credit rating.
     
"The outlook revision reflects the announcement that a jury
verdict of $305 million has been reached in the adidas lawsuit
against Collective Brands for trademark and trade dress
infringement, unfair competition, deceptive trade practices, and
breach of contract," explained Standard & Poor's credit analyst
David Kuntz.  Further, S&P remain concerned that two other pending
trademark infringement suits by K-Swiss and Crocs could also
result in meaningful judgments against the company.
     
S&P expect Collective Brands to file motions with the federal
court to set aside the verdict, and if that is not granted, the
company intends to take all necessary steps to overturn the
verdict or reduce the total amount of the judgment.


COLLECTIVE BRANDS: Gets Moody's Neg Outlook on Adidas Suit Ruling
-----------------------------------------------------------------
Moody's Investors Service revised its rating outlook for
Collective Brands, Inc. to negative from stable.  All other
ratings of Collective Brands, Inc. and Collective Brands Finance
Inc. were affirmed.

"The negative outlook reflects uncertainties resulting from the
announcement that a jury verdict of approximately $305 million was
rendered against Collective Brands" said Moody's Senior Analyst
Scott Tuhy.  This jury verdict relates to a lawsuit filed by
adidas Americas Inc. in connection with alleged trademark
infringement amongst other items.  The Company has stated it will
ask the court to set aside the verdict and, if it is not granted,
intends to take all necessary steps to overturn this decision.  
The negative outlook also reflects that this uncertainty is
arising in a more challenging macro economic environment and
follows after the recent increase in leverage to finance the
acquisition of Stride Rite, which closed in August, 2007.

These ratings were affirmed and LGD assessments amended

Collective Brands Inc.

  * Corporate Family Rating and Probability of Default Rating
    -- B1

  * $200 million senior subordinated notes due 2013 -- B3
    (LGD 6, 94%)

Collective Brands Finance Inc.

  * $725 million secured term loan B due 2014 - B1
    (LGD 3, 43% from LGD 3, 42%)

Headquartered in Topeka, Kansas, the company operated 4,552 retail
stores in 15 countries and territories as of year end 2007 under
the Payless Shoe Source brand.  In August 2007 the company
acquired Stride Rite, a marketer of children's footwear as well as
casual and athletic footwear for adults through wholesale accounts
and owned retail locations.  The company reported revenue of
approximately $3.0 billion in its fiscal year ending Feb. 2, 2008.


COUDERT BROTHERS: Retirees' Suit Transferred to Bankruptcy Court
----------------------------------------------------------------
A lawsuit by 24 retirees from Coudert Brothers against former
managing members and law firms that took over pieces of the
bankrupt international law firm has been removed to the U.S.
Bankruptcy Court for the Southern District of New York,
Bankruptcylaw360.com reports.

Under 28 U.S.C. Section 1452, a party may remove any claim or
cause of action in a civil action -- other than a proceeding
before the United States Tax Court or a civil action by a
governmental unit to enforce the governmental unit's police or
regulatory power -- to the district court for the district where
the civil action is pending, if the district court has
jurisdiction of the claim or cause of action under 28 U.S.C.
Section 1334.

In July 2007, the Pension Benefit Guaranty Corporation assumed
responsibility for the underfunded pension plan covering about 460
employees and retirees of Coudert Brothers LLP.  The PBGC stepped
in after Coudert Brothers missed $2.2 million in required pension
contributions.  The pension plan has been abandoned as a result of
the firm's dissolution.

Founded in 1853, Coudert Brothers LLP once featured an
international practice with 28 offices in 15 countries, including
Australia and China.  Coudert Brothers specialized in complex
cross border transactions and dispute resolution.

The Debtor filed for Chapter 11 protection on Sept. 22, 2006
(Bankr. S.D.N.Y. Case No. 06-12226).  The filing came a year after
the firm lost two lawsuits, including a $2.5 million malpractice
suit filed by a former client, Portfolio Media.  Coudert Brothers
voted to dissolve its partnership and discontinue its practice in
August 2005, after a planned merger with global law firm Baker &
McKenzie fell through.

John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at
Klestadt & Winters, LLP, represent the Debtor in its restructuring
efforts.  Brian F. Moore, Esq., and David J. Adler, Esq., at
McCarter & English, LLP, represent the Official Committee Of
Unsecured Creditors.  In its schedules of assets and debts,
Coudert listed total assets of $29,968,033 and total debts of
$18,261,380.

A Chapter 11 Plan of Liquidation was filed for Coudert Brothers on
March 15, 2007.  A disclosure statement explaining that Plan was
filed March 23, 2007.  The Debtor has until May 22, 2008, to
solicit acceptances for the Plan.

COMFORCE CORP: March 30 Balance Sheet Upside-Down by $8.3 Million
-----------------------------------------------------------------
COMFORCE Corporation reported on Tuesday results for its first
quarter ended March 30, 2008.  

At March 30, 2008, the company's consolidated balance sheet showed
$190.4 million in total assets and $198.7 million in total
liabilities, resulting in a $8.3 million total stockholders'
deficit.

The company reported net income of $992,000 for the first quarter
of 2008, compared to net income of $914,000 for the first quarter
of 2007.

Revenues for the quarter increased 6.1% to $150.2 million,
compared to revenues of $141.6 million for the first quarter of
2007.  Revenues from the company's Human Capital Management
Services segment increased $9.0 million, or 10.4%, compared with
the first quarter of 2007.  

Staff Augmentation revenue decreased by $316,000 due primarily to
a decrease in services provided to Technical Services customers
which was partially offset by an increase in services provided to
Healthcare Support customers.

Gross profit for the first quarter of 2008 was $23.8 million, or
15.8% of sales, compared to $22.1 million, or 15.6% of sales for
the comparable period last year.

COMFORCE's operating income for the first quarter was
$3.5 million, compared to operating income of $3.6 million for the
first quarter of 2007.

Interest expense was $1.4 million for the first quarter of 2008,
compared to $2.0 million for the first quarter of 2007.  This
decrease was due principally to the company's repurchase and
redemption of $11.2 million of 12% Senior Notes during 2007.

The company recorded income before income taxes of $1.8 million
for the first quarter of 2008, compared to income before income
taxes of $1.6 million for the same period last year.

COMFORCE recognized a provision for income taxes of $800,000 in
the first quarter of 2008, compared to $652,000 in the first
quarter of 2007.

                     Comments from Management

John Fanning, chairman and chief executive officer of COMFORCE,
commented, "We are very pleased to have reported record revenues
for our first quarter, following the record revenues achieved for
the full year of 2007.  PRO Unlimited continues to contribute
significantly to our results, having increased revenues by 10.4%,
or $9.0 million in the quarter.  At the same time, PRO's gross
margin rose by $1.1 million to $12.5 million, compared to last
year's first quarter.  We were also pleased to have reported an
increase in Healthcare Support services revenues.

"Management remains committed to further reducing our public debt,
and as previously announced on April 23, 2008, we repurchased
approximately $6.5 million of our 12% Senior Notes.  This latest
repurchase is expected to reduce the company's interest expense by
approximately $500,000 annually, based on current interest rates.  
Our public debt now stands at $5.2 million."

Mr. Fanning concluded, "We remain optimistic about COMFORCE's
prospects for the balance of 2008, especially as it relates to
PRO."

                 Liquidity and Capital Resources

At April 27, 2008, the company had remaining availability, under
its $110 million Revolving Credit Facility with PNC Bank, National
Association, and other participating financial institutions, of up
to $8.9 million.

The obligations under the PNC Credit Facility are collateralized
by a pledge of the capital stock of certain key operating
subsidiaries of the company and by security interests in
substantially all of the assets of the company.  The PNC Credit
Facility contains various financial and other covenants and
conditions, including, but not limited to, a prohibition on paying
cash dividends and limitations on engaging in affiliate
transactions, making acquisitions and incurring additional
indebtedness.  The maturity date of the PNC Credit Facility is
July 24, 2010.

At March 30, 2008, the company also had outstanding
(i) $11.7 million principal amount of Senior Notes bearing
interest at 12% per annum and (ii) $1.6 million principal amount
of Convertible Notes bearing interest at 8% per annum.

Since June 2000, the company has reduced its public debt from
$138.8 million to $5.2 million and its total long-term debt from
$195.3 million to $85.4 million during the same period.  

Full-text copies of the company's consolidated financial
statements for the quarter ended March 30, 2008, are available for
free at http://researcharchives.com/t/s?2bad   

                       About COMFORCE Corp.

Headquartered in Woodbury, New York, COMFORCE Corporation (AMEX:
CFS) -- http://www.comforce.com/-- is a provider of outsourced  
staffing management services that enable Fortune 1000 companies
and other large employers to consolidate, automate and manage
staffing, compliance and oversight processes for their contingent
workforces.  The company also provides specialty staffing,
consulting and other outsourcing services to Fortune 1000
companies and other large employers for their healthcare support,
technical and engineering, information technology,
telecommunications and other staffing needs.  

The company operates in three segments -- Human Capital Management
Services, Staff Augmentation and Financial Outsourcing Services.  
The Human Capital Management Services segment provides consulting
services for managing the contingent workforce through its PRO(R)
Unlimited subsidiary.  The Staff Augmentation segment provides
healthcare support services, including RightSourcing(R) Vendor
Management Services, Technical, Information Technology and Other
Staffing Services.  The Financial Outsourcing Services segment
provides funding and back office support services to independent
consulting and staffing companies.


COMMODORE CDO: Poor Credit Quality Cues Moody's to Cut Ratings
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on the following notes issued by
Commodore CDO II Ltd.:

Class Description: $37,800,000 Class A-2(a) Floating Rate Notes
due December 2038

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

Class Description: $1,200,000 Class A-2(b) 4.74% Fixed Rate Notes
due December 2038

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

Class Description: $48,600,000 Class B Floating Rate Notes due
December 2038

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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

Class Description: $12,750,000 Class C Floating Rate Notes due
December 2038

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

Class Description: Subordinated Interest

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

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


COREL CORP: Appoints Kris Hagerman as Interim Chief Executive
-------------------------------------------------------------
Kris Hagerman, formerly Group President of Symantec's Data Center
Management Group, has been appointed as Corel Corporation's
interim Chief Executive Officer, effective May 8, 2008.  Mr.
Hagerman's appointment follows Corel's announcement on April 21,
2008, that current CEO David Dobson will be leaving the company in
order to accept a senior executive position at a Fortune 500
company.

During the transition period, Mr. Dobson will remain a Director on
Corel's Board and assist in evaluating the strategic alternatives
available to the Company, including the previously announced
proposal by Vector Capital.

An experienced industry executive, Mr. Hagerman most recently
served as a Senior Advisor at Vector Capital.  Prior to that,
Hagerman was Group President of Symantec's Data Center Management
group, which generated $1.7 billion in revenue or approximately
30% of Symantec's 2007 revenue.  Prior to Symantec, Mr. Hagerman
held senior positions with Veritas Software Corporation, including
Executive Vice President and General Manager of the Storage and
Server Management Group.  Prior to Veritas, Mr. Hagerman was
founder and CEO of two consumer Internet companies, and also
served in positions at Silicon Graphics and McKinsey & Company,
Inc.

"We are very pleased to have a proven executive like Kris Hagerman
join Corel," Alex Slusky, Chairman of Corel's Board of Directors
and Managing Partner of Vector Capital, said.  "[Mr. Hagerman's]
deep experience and successful track record in software are a
great fit for Corel.  The Board is confident he will provide
strong leadership for the company while we conduct a search for a
permanent chief executive."

"Corel is truly one of the world's leaders in consumer software,"
Mr. Hagerman said.  "I look forward to working with Corel's
management team and employees to continue the company's successful
trajectory through this transition period."

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

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

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


COUNTRYWIDE FINANCIAL: Court Junks Settlement with Homeowner
------------------------------------------------------------
The Honorable Thomas Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania denied Countrywide Financial
Corp.'s request to enter into a settlement agreement with Sharon
Diane Hill, a homeowner who filed for Chapter 13 bankruptcy, The
Wall Street Journal reports.

The company and Ms. Hill tussled the past few months over
Countrywide's alleged abuses committed during her bankruptcy
proceeding.  As reported in the Troubled Company Reporter on Feb.
18, 2008, Ms. Hill filed for Chapter 13 protection to help her
submit payments to Countrywide on time.  Despite her measures, the
lender threatened to foreclose on her mortgage.

According to court documents, Ms. Hill accused the mortgage lender
of "recreating" letters to collect more money from her.  In turn,
the company accused Ms. Hill of forcing discovery on "broad-
ranging issues", such as the lenders' procedures and policies.

In a December 2007 hearing, the counsel for the lender admitted to
recreating these noticing letters to Ms. Hill.  Subsequently, the
Court ordered Countrywide to release these loan documents.  

Still, Ms. Hill lamented that her credit record was messed up by
Countrywide's attempt to foreclose, relates WSJ.

Now, Countrywide wants to settle its issues with Ms. Hill by way
of a settlement agreement.  However, Judge Agresti did not approve
the proposed settlement, saying that he wanted to "get to the
bottom" of the company's "forgeries", WSJ says.  He was also
concerned of the influence a settlement decision might have on
other Countrywide cases.

                   About Countrywide Financial

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

                          *     *     *

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

The company is continuing to face a barrage of lawsuits coming
from disgruntled homeowners that filed for bankruptcy protection.  
Countrywide has been accused by these homeowners and various
federal agencies of dubious and questionable lending practices,
and for abusing the bankruptcy system.


COUNTRYWIDE MORTGAGE: Fitch Takes Actions on Various Classes
------------------------------------------------------------
Fitch Ratings has taken rating action on these Countrywide
mortgage pass-through certificates:

Series 2003-1
  -- Class 1-A-1 affirmed at 'AAA';
  -- Class 1-A-2 affirmed at 'AAA', removed from Rating Watch
     Negative;
  -- Class 1-A-5 affirmed at 'AAA';
  -- Class 1-A-10 affirmed at 'AAA';
  -- Class 1-A-11 affirmed at 'AAA';
  -- Class 1-A-12 affirmed at 'AAA';
  -- Class 1-A-14 affirmed at 'AAA';
  -- Class 2-A-3 affirmed at 'AAA';
  -- Class 2-A-4 affirmed at 'AAA';
  -- Class 2-A-5 affirmed at 'AAA';
  -- Class 2-A-10 affirmed at 'AAA';
  -- Class PO affirmed at 'AAA';
  -- Class M affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BB+';
  -- Class B-4 affirmed at 'B'.

Series 2003-44
  -- Class A-1 affirmed at 'AAA';
  -- Class A-2 affirmed at 'AAA';
  -- Class A-3 affirmed at 'AAA', removed from Rating Watch
     Negative;
  -- Class A-4 affirmed at 'AAA';
  -- Class A-5 affirmed at 'AAA';
  -- Class A-6 affirmed at 'AAA';
  -- Class A-7 affirmed at 'AAA';
  -- Class A-8 affirmed at 'AAA';
  -- Class A-9 affirmed at 'AAA';
  -- Class A-10 affirmed at 'AAA';
  -- Class A-11 affirmed at 'AAA';
  -- Class PO affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 rated 'BB', placed on Rating Watch Negative;
  -- Class B-4 rated at 'B', placed on Rating Watch Negative.


The collateral on the aforementioned transactions consists of
mixed term fixed-rated mortgages extended to prime borrowers.  
Countrywide deposited the loans into the trust, and acts as the
servicer for the collateral.  Countrywide Home Loans, Inc. has a
servicer rating of 'RPS1-' provided by Fitch.

Class 1-A-2 from series 2003-1, and A-3 from 2003-44 have a wrap
provided by MBIA.


DANA CORP: Ad Hoc Panel Wants Court Nod on $3.5 Mil. Legal Fee  
--------------------------------------------------------------
The Ad Hoc Committee of Dana Corp. noteholders asks the U.S.
Bankruptcy Court for the Southern District of New York to allow as
administrative expenses the $3,568,768 in professional fees
and expenses of its counsel, Stroock & Stroock & Lavan LLP, for
services rendered from March 3, 2006, through Feb. 29, 2008,
pursuant to Section 503(b) of the Bankruptcy Code.

The Ad Hoc Committee has been a guiding presence from start to
finish, acting as the voice for creditors holding in excess of
$1.4 billion of claims, representing more than two-thirds of the
total allowed claims in the general unsecured class, Kristopher
M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York,
says.

Additionally, Mr. Hansen says, the Ad Hoc Committee played an
integral role in:

     * the consensual negotiation and approval of, the Interim
       and Final Orders Establishing Notice and Hearing
       Procedures for Trading in Claims and Equity Securities;

     * the consensual negotiation and resolution of the
       Debtors' executive compensation program;

     * negotiating and brokering significant aspects of the
       Global Settlement that served as the cornerstone of the
       Debtors' Plan of Reorganization;

     * the negotiation of the Disclosure Statement and Plan
       itself, as well as the Plan structure;

     * negotiating the B-2 Backstop Commitment Letter in
       connection with the Debtors' issuance of New Series B
       Preferred Stock; and

     * providing a substantial amount of the financing required
       to implement the Plan in the form of the subscription to
       and purchases by members of the Ad Hoc Committee of New
       Series B Preferred Stock.  

Absent the Ad Hoc Committee's efforts to build consensus and
facilitate the progress of the Debtors' Chapter 11 Cases, the
Debtors' reorganization would have faced significant delays and
might have been jeopardized altogether, Mr. Hansen avers.

                Reorganized Debtors Support Request

The Reorganized Debtors support the application of the Ad Hoc
Committee for payment of $3,568,768 in fees and expenses to
Stroock & Stroock, comprising:

   -- $3,431,673 in fees incurred,

   -- $112,094 in expenses incurred, and

   -- $25,000 in fees and expenses to be incurred in connection
      with the preparation and prosecution of the Application.

Corinne Ball, Esq., at Jones Day, in New York, says the Ad Hoc
Committee has made substantial contributions to the Debtors'
estate and should be reimbursed of fees and costs, citing that:

     * Certain of the Ad Hoc Committee members made an actual and
       substantial cash contribution of a significant portion of
       the $540,000,000 invested for the purchase of New Series B
       Preferred Stock, without which the Debtors would have been
       unable to emerge from Chapter 11.

     * The Ad Hoc Committee served as a potential additional
       source of financing for the Debtors:

       -- The Ad Hoc Committee played a valuable role in
          helping to negotiate the Global Settlement with the
          Debtors' unions and other significant parties-in-
          interest, which helped pave the Debtors' path out of
          bankruptcy by allowing the Debtors to achieve savings
          with their unions while avoiding certain costs in
          claims and litigation.  

       -- After the Global Settlement was approved by the Court,
          a subset of the Ad Hoc Committee agreed, on terms that
          were reasonably favorable to the Debtors, to commit to
          serve as the backstop for $250,000,000 in financing
          needed by the Debtors.  The execution of the B-2
          Backstop Commitment Letter gave the Debtors increased
          certainty that they would obtain the funding they
          needed to emerge from bankruptcy.

     * The Ad Hoc Committee took an active role in facilitating
       and negotiating the Plan by being actively involved in
       negotiations with the Debtors, the Official Committee of
       Unsecured Creditors and Centerbridge Capital Partners L.P.
       regarding the contents of the Disclosure Statement and the
       Plan; and participated in the drafting of the Disclosure
       Statement and Plan.

Ms. Ball points out the contributions made by the Ad Hoc
Committee were unique and were generally not duplicative of the
efforts of any other Court-appointed official committee,
including the Creditors Committee.

Centerbridge also supports the Application.  

The Debtors ask the Court to cap all fees and expenses related to
the application and its prosecution at $25,000.

                         About Dana Corp.

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

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

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

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

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

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

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

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

                          *     *     *

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


DANA CORP: Appaloosa Wants Court Nod on $2.5MM Legal Fees Payment
-----------------------------------------------------------------
Dana Corp. equity holder Appaloosa Management, L.P., seeks
allowance of an administrative expense claim aggregating
$2,507,657, for professional fees and expenses incurred by its
counsel, White & Case LLP, and $454,017 in expert fees and
expenses incurred by Blackstone Advisory Services, L.P., its
financial advisor.

J. Christopher Shore, Esq., at White & Case, LLP, in New York,
says the application seeks recovery of the actual reasonable fees
and expenses incurred by Appaloosa in making a substantial
contribution in Dana Corp. and its debtor-affiliates' Chapter 11
cases.  

Mr. Shore says payment of the fees and expenses will compensate
Appaloosa for its critical role in bringing about what were
unquestionably material enhancements to the plan investment
agreement, which ultimately became the cornerstone of the
Debtors' now-confirmed Plan of Reorganization.  He contends that
without Appaloosa's willingness to incur the material costs of
retaining attorneys and financial advisors who challenged the
material shortcomings of the sequential proposals made by
Centerbridge Capital Partners L.P., the creditors of the Debtors
would have received significantly less in the Chapter 11 cases.  

Mr. Shore says that several judges in the U.S. Bankruptcy Court
for the Southern District of New York noted that the success of
large multi-faceted bankruptcy cases -- cases in which one set of
management, attorneys and committees are representing divergent
interests -- often depends on the willingness of individual
stakeholders to step forward, thoroughly examine the issues, and,
if warranted, press for relief, even when those contributions
cause the incurrence of material fees and expenses.  For that
reason, Appaloosa should be reimbursed, he asserts.

                            Objections

(1) U.S. Trustee
                
Diana G. Adams, the United States Trustee for Region 2, says
Appaloosa has not met its burden of proof or persuasion for
receipt of a "substantial contribution" award.  "Appaloosa is, in
essence, a losing bidder in an equity investment of the Debtors
who stands in sharp contrast to Centerbridge," she says.  After
an openly protracted involvement, Appaloosa did not end up
entering into an investment agreement with the Debtors, which the
Debtors eventually entered into with Centerbridge.

The U.S. Trustee adds that Appaloosa, which pursued membership on
the Official Committee of Equity Security Holders only to resign
six months later and then unsuccessfully pursue an investment
opportunity in the Reorganized Debtors, has not overcome the
presumption that it acted for its own interest.

Furthermore, even if the Court were to find that Appaloosa has
made a substantial contribution, Appaloosa cannot be reimbursed
for the financial advisory fees and expenses incurred by
Blackstone Advisory Services, L.P., its financial advisors, as
there is no statutory basis under Sections 503(b)(3)(D) and
(b)(4) of the Bankruptcy Code, which expressly limit their
benefits to only "attorneys and accountants," Ms. Adams avers.  

(2) Ad Hoc Committee

The Ad Hoc Committee of Noteholders opposes assertions by
Appaloosa that it has made a substantial contribution to the
Debtors' bankruptcy cases because:

     * Appaloosa's actions did not result in a direct monetary
       benefit to the Debtors' estate;

     * Appaloosa's actions did not cause the significant
       improvements to the Centerbridge Investment, which it
       claims to have been a response to its proposals; and

     * Appaloosa's actions did not result in an increased
       recovery for unsecured creditors.

The Ad Hoc Committee further asserts that Appaloosa is not
entitled to a substantial contribution award for acting in its
own interest as an unsuccessful bidder.  Courts have consistently
held that a prospective bidder, by definition, acts in its own
economic interest and any incidental benefit to the estate
resulting from its bids does not rise to the level of a
"substantial contribution" within the meaning of Section 503(b),
the Ad Hoc Committee notes.

                         About Dana Corp.

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

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

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

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

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

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

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

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

                          *     *     *

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


DELPHI CORP: March 31 Balance Sheet Upside-Down by $14 Billion
--------------------------------------------------------------
Delphi Corp. and its debtor-affiliates reported first quarter 2008
financial results ended March 31, 2008.  At March 31, 2008, the
company's balance sheet showed total assets of $14.2 billion, and
total liabilities of $28.1 billion, resulting in a $14.0 billion
stockholders' deficit.  The company reported revenues of
$5.3 billion, and a net loss of $589 million.

               First Quarter Financial Results

     * Global Revenue: Revenue of $5.3 billion, down from
       $5.7 billion in Q1 2007.

     * Non-GM Revenue: Non-GM revenue for the quarter was
       $3.6 billion, up from $3.5 billion in Q1 2007, primarily
       attributable to the favorable impact of foreign currency
       exchange rates.  Excluding the impact of foreign currency
       exchange rates, non-GM revenue decreased 4%.  Non-GM
       business represented 69 percent of Q1 revenues, compared
       to year-ago levels of 62 percent, primarily due to
       decreases in GM North America volume of 18 percent, which
       includes the impact related to a work stoppage at a Tier 1
       supplier to GM, and contractual price reductions.

     * Cash Flow: Cash flow used in operating activities was
       $290 million, as compared to $414 million used in operating
       activities for Q1 2007.  Cash used in operations was
       improved in Q1 2008 compared to Q1 2007 due to a net
       reduction in U.S. employee workforce transition program
       payments of $146 million.

     * Net Loss: Net loss of $589 million, or $1.04 per share
       compared to Q1 2007 net loss of $533 million, or $0.95 per
       share.  Included in the Q1 2008 net loss is $79 million of
       reorganization expenses for previously capitalized Equity
       Purchase and Commitment Agreement fees expensed as a
       result of the EPCA termination.  Additionally, Delphi's
       financial results were further impacted by increased
       workforce transition program charges of approximately $42
       million.

     * Liquidity: With the extension and refinancing of the DIP
       Credit Facility and availability of advances from GM,
       Delphi believes it will continue to have adequate access
       to liquidity throughout 2008.  As of March 31, 2008,
       Delphi had liquidity of $1.8 billion, comprised of cash,
       cash equivalents and available liquidity under the prior
       DIP credit facility.

                    Pension Funding Matters

Delphi reaffirmed its commitment to funding and freezing at
emergence its U.S. Hourly and Salaried Pension Plans.  Delphi
expects to be able to meet its pension funding strategy through a
combination of cash contributions and transfers of certain
unfunded pension liabilities to a plan sponsored by GM, without
the benefit of the previously issued pension funding waivers.  
Accordingly, Delphi has not applied to the IRS or PBGC to extend
such waivers.  "The relatively favorable funded position of the
Delphi plans as of the Oct. 1, 2007 valuation date triggered a
technical ERISA contribution limit that determines the required
emergence contribution for the current plan year," John Sheehan,
Delphi vice president and chief restructuring officer, said.  
"Achieving this limit means we no longer need the waivers to
efficiently effect the transfer of certain liabilities to GM," he
said.  "We appreciate the constructive support of the IRS and
PBGC that we have received throughout our Chapter 11 proceedings
and look forward to the continued support of these agencies as
Delphi seeks to meet its commitment to fund its pension plans at
emergence," added Mr. Sheehan.

             DIP Facility Refinancing and Extension

Delphi also disclosed the refinancing and extension of the terms
of its Debtor-In-Possession Credit Facility to Dec. 31, 2008.
Based on positive DIP lender participation and subject to approval
by the U.S. Bankruptcy Court for the Southern District of New
York, Delphi will increase the requested capacity of its DIP
Credit Facility from the previously announced $4.1 billion to
$4.35 billion, providing the company with $250 million in
additional liquidity.  In addition, Delphi stated that GM has
agreed to advance amounts anticipated to be paid to Delphi upon
the effectiveness of the GM settlement and restructuring
agreements.  These actions provide the company with sufficient
liquidity to support the ongoing implementation of Delphi's
transformation plan.

                     Delphi Corporation, et al.
                Unaudited Consolidated Balance Sheet
                        As of March 31, 2008
                           (In Millions)

ASSETS
Current assets:
   Cash and cash equivalents                             $1,310
   Restricted cash                                          175
   Accounts receivable, net:
      General Motors and affiliates                       1,226
      Other third parties                                 2,991
   Inventories, net:
      Productive material                                 1,341
      Finished goods                                        503
   Other current assets                                     592
   Assets held for sale                                     655
                                                       --------
Total current assets                                      8,793
Long-term assets:
   Property, net                                          3,820
   Investments in affiliates                                387
   Goodwill                                                 406
   Other                                                    798
                                                       --------
Total long-term assets                                    5,411
                                                       --------
Total assets                                            $14,204
                                                       ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities not subject to compromise:
   Current portion of long-term debt                     $4,212
   Accounts payable                                       2,960
   Accrued liabilities                                    2,401
   Liabilities held for sale                                426
                                                       --------
Total current liabilities not subject to compromise       9,999
                                                       --------
Long-term liabilities not subject to compromise:
   Other long-term debt                                      62
   Employee benefit plan obligations and other              475
   Other                                                  1,201
Liabilities subject to compromise                        16,363
                                                       --------
Total liabilities                                        28,100
                                                       --------
Commitments and comtingencies                               164
Stockholders' deficit:
Total stockholders' deficit                             (14,060)
                                                       --------
Total liabilities and stockholders' deficit             $14,204
                                                       ========


                    Delphi Corporation, et al.
          Unaudited Consolidated Statement of Operations
                Three Months Ended March 31, 2008
                          (In Millions)

Net sales:
   General Motors and affiliates                         $1,641
   Other customers                                        3,611
                                                       --------
Total net sales                                           5,252
Operating expenses:
   Cost of sales                                          4,897
   U.S. employee workforce transition program
      charges                                                36
   Depreciation and amortization                            222
   Selling, general and administrative                      364
                                                       --------
Total operating expenses                                  5,519
                                                       --------
Operating loss                                             (267)
   Interest expense (contractual interest
      expense was $129 million and $124 million,
      respectively)                                        (110)
   Other income, net                                         19
   Reorganization items, net                               (109)
   Income tax expense                                       (63)
   Minority interest, net of tax                            (11)
   Equity income, net of tax                                 11
                                                       --------
Loss from continuing operations before
discontinued operations, net of tax                        (530)
                                                       --------
Loss from discontinued operations, net of tax               (59)
                                                       --------
Net loss                                                  ($589)
                                                       ========


                    Delphi Corporation, et al.
          Unaudited Consolidated Statement of Cash Flows
                Three Months Ended March 31, 2008
                          (In Millions)


Cash flows from operating activities:
   Net cash used in operating activities                  ($290)
Cash flows from investing activities:
   Capital expenditures                                    (255)
   Proceeds from sale of property                            21
   Proceeds from sale of non-U.S. trade bank notes           62
   Proceeds from divestitures, net                           87
   Increse in restricted cash                                (2)
   Other, net                                                 3
   Discontinued operations                                  (70)
                                                       --------
Net cash used in investing activities                      (154)
                                                       --------
Cash flows from financing activities:
   Net borrowings under refinanced DIP facility             452
   Net borrowings under other debt arrangements             210
   Divident payments of consolidated affiliates              (7)
   Discontinued operations                                   11
                                                       --------
Net cash provided by financing activities                   666
                                                       --------
Effect of exchange rate fluctuations                         52
Decrease in cash and cash equivalents                       274
Cash and cash equivalents at beginning of period          1,036
                                                       --------
Cash and cash equivalents at end of period               $1,310
                                                       ========


A full-text copy of Delphi's first quarter results is available
for free at http://ResearchArchives.com/t/s?2bc1

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 128; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELTA FINANCIAL: Trims Board & Management; CEO, CFO Give up Posts
-----------------------------------------------------------------
Delta Financial Corp. and its debtor-subsidiaries made changes in
management, as contracts of their top two officers expired and
were not renewed.  Hugh Miller's employment as chief executive
officer and Richard Blass' employment as chief financial officer
expired March 31, 2008, Delta Financial said in a filing with the
Securities and Exchange Commission.

On March 31, the company's Board of Directors appointed Steven
Baum as a chief operating officer.  Mr. Baum, age 40, has served
in the company's legal department since 1998, where he has been
vice president and associate general counsel.

In his role as COO, Mr. Baum's salary will be increased 33%.
Subject to the Court's approval of a proposed employee incentive
plan, Mr. Baum will receive an additional incentive bonus equal
to 33% of his salary earned through July 31, 2008 or Aug. 15,
2008, depending on the company's requirements.

In addition, Mr. Baum was appointed as director on April 2, 2008,
and joined Sidney A. Miller and Arnold B. Pollard in the board of
directors.  Other members of the board had resigned effective
April 3, according to the SEC filing.

Since seeking bankruptcy protection from creditors, the Debtors
have been winding down their assets.  Prior to that, Delta
Financial and its units originated, securitized and sold mortgage
loans, and, since 1991, completed 53 asset-based securitizations,
collateralized by about $20,700,000,000 in mortgage loans.

                      About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  It has $19,954,295 in assets
and $12,842,277 in debts as of March 31, 2008.  The Debtors'
petition listed D.B. Structured Products Inc. as their largest
unsecured creditor holding a $19,500,000 claim.  The Court
extended until June 16, 2008, the period during which the Debtors
have the exclusive right to file a plan of reorganization or
liquidation.  (Delta Financial Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000).


DRS TECHNOLOGIES: Strategic Discussions Won't Affect S&P's Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on DRS Technologies Inc. (BB-/Stable/--) are not
immediately affected by the defense company's acknowledgment that
it is in discussions regarding a potential strategic transaction.

If a definitive transaction were to be announced, Standard &
Poor's would evaluate the effect on Parsippany, New Jersey-based
DRS Technologies' credit quality and likely place ratings on
CreditWatch; the implications, either positive or negative, would
be determined by the financial strength of the acquirer and the
terms of the transaction.


DUN & BRADSTREET: March 31 Balance Sheet Upside-Down by $482.5 MM
-----------------------------------------------------------------
The Dun & Bradstreet Corp. reported Wednesday results for the
first quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$1.6 billion in total assets, $2.1 billion in total liabilities,
and $3.7 million in minority interest liability, resulting in a
$482.5 million total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $685.3 million in total current
assets available to pay $862.4 million in total current
liabilities.

Net income before non-core gains and charges for the first quarter
of 2008 was $65.3 million, up 10.0% from the prior year similar
period.  On a GAAP basis, net income for the quarter was
$61.2 million, up 16.0% from the prior year similar period.

Core and total revenue for the first quarter of 2008 was
$414.7 million, up 8.0% from the prior year similar period before
the effect of foreign exchange (up 9.0% after the effect of
foreign exchange).

The company announced that, effective Jan. 1, 2008, it began
reporting its Supply Management Solutions business as part of its
Risk Management Solutions business.  This is consistent with the
company's overall strategy and also reflects customers' needs to
better understand the financial risk of their supply chain.

The company has reclassified its historical results to reflect
this change.

Core and total revenue results for the first quarter of 2008
reflect the following by solution set:

  -- Risk Management Solutions revenue of $274.3 million, up 7.0%
     from the prior year similar period before the effect of
     foreign exchange (up 10.0% after the effect of foreign
     exchange); Supply Management Solutions contributed
     approximately 1 point of Risk Management revenue growth
     during the first quarter of 2008, before the effect of
     foreign exchange;

  -- Sales & Marketing Solutions revenue of $109.7 million, up
     5.0% before the effect of foreign exchange (up 6.0% after the
     effect of foreign exchange); and

  -- Internet Solutions (previously referred to as E-Business
     Solutions) revenue of $30.7 million, up 24.0% before the
     effect of foreign exchange (up 25.0% after the effect of
     foreign exchange).

Operating income before non-core gains and charges for the first
quarter of 2008 was $110.7 million, up 11.0% from the prior year
similar period.  On a GAAP basis, operating income was
$100.3 million, up 19.0% from the prior year similar period.
During the first quarter of 2008, the company also incurred
transition costs of $3.2 million compared with $2.9 million
incurred in the prior year similar period.

Free cash flow for the first quarter of 2008, excluding the impact
of legacy tax matters, was $106.8 million, up 5.0% from the prior
year similar period.

Net cash provided by operating activities, excluding the impact of
legacy tax matters was $124.2 million, up 6.0% from the prior year
similar period.  On a GAAP basis, net cash provided by operating
activities was $126.5 million, compared to $116.7 million in the
prior year similar period.

Share repurchases during the first quarter of 2008 under the
company's discretionary repurchase program totaled $84.9 million,
while repurchases made to offset the dilutive effect of shares
issued under employee benefit plans totaled an additional
$34.6 million.

The company ended the quarter with $215.7 million of cash and cash
equivalents.

                    Non-Core Gains and Charges

During the first quarter of 2008 and 2007, the company recorded:

  -- Net pre-tax, non-core charges of $10.0 million and
     $9.3 million, respectively;

  -- Net after-tax, non-core charges of $5.2 million and of
     $6.9 million, respectively.

In addition to reporting GAAP results, the company reports results
before restructuring charges and other non-core gains and charges
because they are not a component of its ongoing income or expenses
and may have a disproportionate positive or negative impact on the
results of its ongoing underlying business operations.

                        Dividend Declared

D&B announced today that its Board of Directors has declared a
quarterly cash dividend of $0.30 per share.  This quarterly cash
dividend is payable on June 16, 2008, to shareholders of record at
the close of business on May 30, 2008.

                            Total Debt

At March 31, 2008, the company had total outstanding long-term
debt of $790.0 million:

A) Fixed-Rate Notes                      

In March 2006, the company issued senior notes with a face value
of $300.0 million that mature on March 15, 2011, bearing interest
at a fixed annual rate of 5.50%, payable semi-annually.  The
proceeds were used to repay the company's then existing
$300.0 million senior notes, bearing interest at a fixed annual
rate of 6.625% that matured on March 15, 2006.  The 2011 notes of
$299.5 million, net of $500,000 remaining discount, are recorded
as "Long-Term Debt" in the company's unaudited consolidated
balance sheets at March 31, 2008, and Dec. 31, 2007, respectively.

B) Credit Facility

At Dec. 31, 2007, the company had a $500.0 million, five-year bank
revolving credit facility, which expires in April 2012.  
Borrowings under credit facility are available at prevailing
short-term interest rates.  On Jan. 25, 2008, the company
exercised a $150.0 million expansion feature on its $500.0 million
credit facility expanding the total facility to $650.0 million.  

At March 31, 2008, the company had $490.5 million of borrowings
outstanding under its revolving credit facility.

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?2bb9

                      About Dun & Bradstreet

Dun & Bradstreet (NYSE: DNB) -- http://www.dnb.com/-- is the  
world's leading source of commercial information and insight on
businesses.  D&B's global commercial database contains more than
125 million business records.  

D&B provides solution sets that meet a diverse set of customer
needs globally.  Customers use D&B Risk Management Solutions(TM)
to mitigate credit and supplier risk, increase cash flow and drive
increased profitability; D&B Sales & Marketing Solutions(TM) to
increase revenue from new and existing customers; and D&B Internet
Solutions to convert prospects into clients faster by enabling
business professionals to research companies, executives and
industries.


ELECTRICAL COMPONENTS: Filing Delay Prompts Moody's to Junk Rtngs.
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Electrical
Components International -- corporate family rating to Caa1 from
B1; probability of default to Caa1 from B1; senior secured bank
credit facility to B3 from Ba3; and, second lien term loan to Caa2
from B3.  These rating actions follow the company's delay in
filing audited financial statements with an unqualified opinion to
its lending group resulting in a default under its credit
agreement.  ECI's ratings remain under review for possible
downgrade.

The downgrade reflects severe erosion in ECI's credit metrics and
liquidity due to the slowdown in the US residential construction
market and the resulting decline in the company's key end market
-- home appliances.  ECI's liquidity position is under
considerable pressure due to violations of the terms of its credit
agreements.  Operating performance will likely result in ECI being
unable to comply with financial covenants for the quarter ended
March 31, 2008.  Moreover, as a result of this potential violation
of financial covenants, ECI's auditors, Ernst & Young LLP, were
unable to issue an unqualified opinion for the company's 2007
year-end financial statements.  As a result, ECI is currently in
violation of the credit agreement's reporting requirements and has
initiated an amendment process under its credit agreements with
its lender group.

Moody's believes that ECI will continue to face a difficult
economic environment for the balance of 2008 into early 2009.  As
a result, Moody's believes that credit metrics are deteriorating
to levels more commensurate with a Caa1 corporate family rating.  
Additionally, ECI's current inability to access other sources of
liquidity could hinder its financial flexibility as the company
manages through the difficult operating market.

Moody's review is focusing on the company's ability to remedy its
covenant violations, the resulting impact on ECI's liquidity, and
the company's ability to improve its operations while operating in
a difficult economic environment.  Evidence of any shortfalls in
performance in these areas could result in a downward adjustment
of the company's ratings.

The ratings for the senior secured bank credit facility and second
lien term loan reflect the overall probability of default of the
company, to which Moody's assigns a PDR of Caa1.  The B3 rating
assigned to the $280 million senior secured bank credit facility
benefits from a priority of payment over the second lien term loan
in a liquidation scenario.  The Caa2 rating assigned to the $60
million second lien term loan reflects its junior priority of
payment relative to the senior secured bank credit facility.

These ratings/assessments were affected by this action:

  -- Corporate family rating to Caa1 from B1;
  -- Probability of default to Caa1 from B1;
  -- $280 million senior secured bank credit facility to B3
     (LGD3, 39%) from Ba3 (LGD3, 39%); and,

  -- $60 million second lien term loan due 2014 to Caa2
     (LGD5, 83%) from B3 (LGD5, 83%).

Electrical Components International, Inc., headquartered in St.
Louis, Missouri, designs, manufactures and markets wire harnesses
and provides assembly services primarily for major white goods
appliance manufacturers in North America and Europe.


EMISPHERE TECH: March 31 Balance Sheet Upside-Down by $17.2MM
-------------------------------------------------------------
Emisphere Technologies Inc.'s consolidated balance sheet at
March 31, 2008, showed $14,965,000 in total assets and $32,202,000
in total liabilities, resulting in a $17,237,000 total
stockholders' deficit.

The company reported a net loss of $3,942,000 on revenue of
$154,000 for the first quarter ended March 31, 2008, compared with
a net loss of $3,888,000 on revenue of $2,809,000 in the same
period of 2007.

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?2bb4

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on March 28, 2008,
PricewaterhouseCoopers LLP expressed substantial doubt about
tEmisphere Technologies Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company has experienced sustained operating
losses, has limited capital resources, and has significant future
commitments.

The company has limited capital resources and operations to date
have been funded primarily with the proceeds from collaborative
research agreements, public and private equity and debt financings
and income earned on investments.

                   About Emisphere Technologies

Emisphere Technologies Inc., (NasdaqGM: EMIS) --
http://www.emisphere.com/-- is a biopharmaceutical company that  
focuses on a unique and improved delivery of therapeutic molecules
using its eligen(R) technology.  These molecules and compounds
could be currently available or are under development.  Such
molecules are usually delivered by injection; in many cases, their
benefits are limited due to poor bioavailability, slow on-set of
action or variable absorption.  The eligen(R) technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.


FREESCALE SEMICONDUCTOR: Buys Back Ex-CEO's Interests for $5.4MM
----------------------------------------------------------------
Freescale Holdings LP, the indirect parent of Freescale
Semiconductor, Inc., entered into an agreement with Michel Mayer,
former CEO and Chairman, to repurchase Mr. Mayer's 5,000 Class A
limited partnership interests in Freescale Holdings.  Mr. Mayer
will receive $5.4 million for his interests.

A copy of the repurchase agreement is available for free at
http://ResearchArchives.com/t/s?2bba

Headquartered in Austin, Texas, Freescale Semiconductor Inc.
(NYSE:FSL) -- http://www.freescale.com/-- designs and    
manufactures embedded semiconductors for the automotive, consumer,
industrial, networking and wireless markets.  It offers families
of embedded processors that include microcontrollers, digital
signal and communications processors.  It also offers a portfolio
of complementary devices that facilitate connectivity between
products, across networks and to real-world signals, such as
sound, vibration and pressure.  Its complementary products include
sensors, radio frequency semiconductors, power management and
other analog and mixed-signal integrated circuits.  It has three
business groups: transportation and standard products group,
networking and computing systems group, and wireless and mobile
solutions group.  In December 2006, the company completed its
merger with an entity controlled by a consortium of private equity
funds led by The Blackstone Group, including The Carlyle Group,
funds advised by Permira Advisers LLC and Texas Pacific Group.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings revised the rating outlook on Freescale
Semiconductor Inc. to negative from stable and affirmed these
ratings: (i) issuer default rating at 'B+'; (ii) senior secured
bank revolving credit facility at 'BB+/RR1'; (iii) senior secured
term loan at 'BB+/RR1'; (iv) senior unsecured notes at 'B/RR5';
and (v) senior subordinated notes at 'CCC+/RR6'.


GCI INC: Execution Risks Cue Moody's to Chip CF Rating to B1
------------------------------------------------------------
Moody's downgraded GCI Inc.'s corporate family and probability of
default ratings, each to B1 from Ba3, and its senior unsecured
rating to B3 from B1.  The downgrades reflect the sizeable
execution risks associated with GCI's aggressive capital expansion
plans, which Moody's believes will consume significant amounts of
cash through at least the next year and increase leverage to more
than 5x by the end of 2008.  In Moody's opinion, the expected
deterioration of GCI's key credit metrics along with elevating
levels of competition within the state of Alaska's
telecommunications industry are no longer consistent with the Ba3
rating level.

Additionally, Moody's noted that potential tightness of financial
maintenance covenants may somewhat limit the company's financial
flexibility over the forward rating horizon, notwithstanding
excess cash balances following completion of the term loan
placement.  The new rating nonetheless recognizes the expected
benefits that GCI's investments may have on its already favorable
competitive position as well as the relative strength of the
Alaskan economy compared to the broader US economy.  The two notch
downgrade of GCI's senior unsecured debt reflects Moody's LGD
methodology and the fact that there is a considerably larger layer
of senior secured debt ranking ahead of this junior-ranking debt
class proforma for the shift in the company's capital mix.  The
rating action concludes the ratings review initiated in January
2008.  The rating outlook is stable.

These ratings have been downgraded:

  -- Corporate family rating to B1 from Ba3
  --  Probability of default rating B1 from Ba3
  --  Senior unsecured rating to B3, LGD5, 84% from B1, LGD5, 80%

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

GCI, Inc. is a wholly owned subsidiary of General Communications
Inc, an integrated telecommunications provider based in Anchorage,
Alaska.


GENERAL MOTORS: $200MM Aid to Axle Sparks Criticism from UAW Chief
------------------------------------------------------------------
United Auto Workers union president Ron Gettelfinger criticized
General Motors Corp.'s $200 million aid to American Axle &
Manufacturing Holdings Inc., saying that instead of resolving the
labor dispute, GM's action will make the talks more difficult,
John D. Stoll of The Wall Street Journal, citing a radio
interview, reports.

As reported in the Troubled Company Reporter on May 9, 2008,
GM agreed to provide Axle with upfront financial support capped at
$200 million to help fund employee buyouts, early retirements and
buydowns to facilitate a settlement of the work stoppage.

WSJ relates that the UAW chief predicts that Axle will make firm
demands following GM's move.  The auto supplier now intends to
close a factory in Cheektowaga, New York.

Axle believes that the labor protest will be settled either if the
UAW eases off or GM intervenes, WSJ quotes people familiar with
the matter.

The TCR disclosed on April 24, 2008, that approximately 3,650
associates are represented by the UAW at five facilities in
Michigan and New York affected by the strike.  AAM and the UAW are
working to reach a new collective bargaining agreement for the
original U.S. locations.

Although AAM has made several economic proposals to the UAW with
"all-in" hourly wage and benefit packages that were considerably
higher than the market rate of AAM's UAW-represented competitors
in the U.S., the UAW has repeatedly rejected these economic
proposals.

                             About GM

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

                         About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE:AXL) -- http://www.aam.com/-- and its
wholly owned subsidiary, American Axle & Manufacturing, Inc.,
manufactures, engineers, designs and validates driveline and
drivetrain systems and related components and modules, chassis
systems and metal-formed products for light trucks, sport utility
vehicles and passenger cars.  In addition to locations in the
United States (in Michigan, New York and Ohio), the company also
has offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea and the United Kingdom.

                            *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Moody's Investors Service placed American Axle & Manufacturing
Holdings, Inc.'s Ba3 Corporate Family Rating under review for
downgrade.

                         About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE:AXL) -- http://www.aam.com/-- and its
wholly owned subsidiary, American Axle & Manufacturing, Inc.,
manufactures, engineers, designs and validates driveline and
drivetrain systems and related components and modules, chassis
systems and metal-formed products for light trucks, sport utility
vehicles and passenger cars.  In addition to locations in the
United States (in Michigan, New York and Ohio), the company also
has offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea and the United Kingdom.

                             About GM

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

                           *     *     *

As reported in the Troubled Company Reporter on 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.


GEORGIA GULF: Weak Performance Cues S&P to Junk Corp. Credit Rtng.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Georgia
Gulf Corp. by one notch, including its corporate credit rating to
'CCC+' from 'B-'.  The outlook is negative.

As of March 31, 2008, Georgia Gulf had approximately $1.7 billion
in debt (adjusted for capitalized operating leases and for the
securitized sale of receivables).
     
"The downgrade reflects the company's weaker-than-expected
operating performance in the first quarter of 2008, continued
uncertainty on the timing of improvement in Georgia Gulf's
businesses, and the increased likelihood that the company will be
unable to meet tightening financial covenants in 2008," said
Standard & Poor's credit analyst Paul Kurias.
     
Unless operating results improve in a meaningful way in the second
quarter, the company will be unable to improve its constrained
liquidity position without seeking covenant relief from creditors.  
While covenant relief can probably be obtained at a cost, the
current difficult credit market environment and uncertainties on
Georgia Gulf's operating prospects this year contribute to the
near term deterioration of the financial profile.
     
S&P are concerned that challenging operating conditions, including
the ongoing demand weakness in the domestic economy and an
expected increase in PVC resin capacity by competitors, will
forestall an improvement in Georgia Gulf's financial position.  
     
Atlanta-based Georgia Gulf is an integrated producer of
chlorovinyl products, polyvinyl chloride building and home
improvement products, and aromatic chemicals with combined annual
revenue of more than $3 billion as of March 31, 2008.
     
The negative outlook reflects our concerns about the potential for
deterioration in the company's already constrained liquidity
situation if it is unable to address its covenant compliance issue
in a timely manner.  The prospects for further deterioration in
Georgia Gulf's financial performance given the ongoing weakness in
its markets are also a cause for concern.
     
S&P will lower ratings in the near term if Georgia Gulf does not
take definitive steps to address its covenant situation or if
liquidity, including access to its revolving credit availability,
does not improve.  S&P could also lower the ratings if the
expected seasonal improvement in second-quarter earnings does not
stabilize or improve the financial position, including the
company's ability to meet its onerous interest burden.
     
If Georgia Gulf is able to successfully negotiate covenant relief
so that liquidity is preserved during the bottom of the business
cycle, and earnings are stabilized, S&P would consider moving the
rating modestly higher.


GRENADIER FUNDING: Moody's Reviews B2 Rating on $15MM Notes
-----------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on the following notes issued by Grenadier
Funding, Limited:

Class Description: ABCP Notes

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

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

Class Description: $60,000,000 Class A-1 Floating Rate Senior
Subordinate Secured Notes Due 2038

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

Class Description: $15,000,000 Class A-2 Floating Rate Subordinate
Secured Notes Due 2038

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

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


HARBORVIEW MORTGAGE: S&P Puts 'D' Rtng. on S. 2005-6 Cl. B-4 Cert.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 41
classes of mortgage pass-through certificates from nine HarborView
Mortgage Loan Trust series.  At the same time, S&P removed the
ratings on two of the downgraded classes from CreditWatch, where
they were placed with negative implications on March 17, 2008.  
Furthermore, S&P affirmed its ratings on the remaining 135 classes
from these transactions and on one additional deal.
     
The lowered ratings reflect a steady increase in the dollar amount
of loans in the transactions' delinquency pipelines over the past
six months, combined with deterioration in credit support due to
realized losses.  The high levels of total delinquencies and
severe delinquencies in these transactions indicate that losses
will continue to increase and further erode available credit
support.  Severe delinquencies for these transactions have risen
124%, on average, over the past six remittance periods.
     
As of the April 2008 remittance period, cumulative losses ranged
from 0.15% (series 2005-5 and 2005-15) to 0.35% (series 2005-13)
of the original principal balances.  Total delinquencies ranged
from 10.02% (series 2005-14) to 26.31% (series 2005-15) of the
current principal balances, and severe delinquencies ranged from
6.25% (series 2005-14) to 16.03% (series 2005-16) of the current
principal balances.
     
The lowered ratings are in line with the projected credit
enhancement amounts following the liquidation of many of the loans
currently in the transactions' delinquency pipelines.  S&P's
expected losses also factor in loans that are now current but may
default in the future.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.  The initial credit enhancement
percentages meet or exceed the amount required for the affirmed
ratings.
     
As of the April 2008 remittance period, cumulative losses for
series 2005-2 were 0.22% of the original principal balance, total
delinquencies were 13.91% of the current principal balance, and
severe delinquencies were 10.01% of the current principal balance.
     
Subordination is the primary source of credit support for these
transactions.  The underlying collateral for the deals consists
primarily of adjustable-rate, conventional mortgage loans secured
by first liens on one- to four-family residential properties.


                         Ratings Lowered

                 HarborView Mortgage Loan Trust
               Mortgage pass-through certificates

                                             Rating
                                             ------
         Series              Class      To             From
         ------              -----      --             ----
         2005-3              B-3        BB             BBB
         2005-3              B-4        B              BBB-
         2005-3              B-5        CCC            B
         2005-3              B-6        CC             CCC
         2005-5              B-4        B-             BBB-
         2005-5              B-5        CCC            B
         2005-5              B-6        CC             CCC
         2005-6              B-3        B              BBB
         2005-6              B-5        D              CCC
         2005-7              1-B3       B              BBB
         2005-7              2-B3       BB             BBB
         2005-7              1-B4       CCC            B
         2005-7              2-B4       CCC            B
         2005-7              1-B5       CC             CCC
         2005-7              2-B5       CC             CCC
         2005-12             B-3        BB-            BBB
         2005-12             B-4        B              BBB-
         2005-12             B-5        CCC            BB
         2005-12             B-6        CC             B
         2005-13             B-3        BB-            BBB
         2005-13             B-4        B              BBB-
         2005-13             B-5        CCC            BB
         2005-13             B6         CC             B
         2005-14             B-2        BBB            A+
         2005-14             B-3        B              BBB+
         2005-14             B-4        CCC            B
         2005-14             B-5        CC             CCC
         2005-15             B-5        A+             AA-
         2005-15             B-6        BBB            A+
         2005-15             B-7        BB             A-
         2005-15             B-8        BB-            BBB+
         2005-15             B-9        B              BBB
         2005-15             B-10       CCC            BB+
         2005-15             B-11       CC             B
         2005-16             B-5        BB             A
         2005-16             B-6        B              A-
         2005-16             B-7        B-             BBB+
         2005-16             B-8        CCC            BBB
         2005-16             B-9        CCC            BBB-

       Ratings Lowered and Removed from Creditwatch Negative

                  HarborView Mortgage Loan Trust
                Mortgage pass-through certificates

                                            Rating
                                            ------
        Series              Class      To             From
        ------              -----      --             ----
        2005-16             B-10       CC             BB/Watch Neg
        2005-16             B-11       CC             B/Watch Neg

                          Ratings Affirmed

                  HarborView Mortgage Loan Trust
                Mortgage pass-through certificates

               Series              Class      Rating
               ------              -----      ------
               2005-2              1-A        AAA
               2005-2              2-A1A      AAA
               2005-2              2-A1B      AAA
               2005-2              2-A-1C     AAA
               2005-2              2-A2       AAA
               2005-2              X          AAA
               2005-2              PO         AAA
               2005-2              B-1        AA
               2005-2              B-2        A
               2005-2              B-3        BBB
               2005-2              B-4        B
               2005-2              B-5        CCC
               2005-3              1-A        AAA
               2005-3              2-A1A      AAA
               2005-3              2-A1B      AAA
               2005-3              2-A1C      AAA
               2005-3              2-A2       AAA
               2005-3              X-1        AAA
               2005-3              X-2        AAA
               2005-3              PO-1       AAA
               2005-3              PO-2       AAA
               2005-3              B-1        AA
               2005-3              B-2        A
               2005-5              1-A-1A     AAA
               2005-5              1-A-1B     AAA
               2005-5              2-A-1A     AAA
               2005-5              2-A-1B     AAA
               2005-5              2-A-1C     AAA
               2005-5              X-1        AAA
               2005-5              X-2        AAA
               2005-5              PO-1       AAA
               2005-5              PO-2       AAA
               2005-5              B-1        AA
               2005-5              B-2        A
               2005-5              B-3        BBB
               2005-6              1-A-1A     AAA
               2005-6              1-A-1B     AAA
               2005-6              X          AAA
               2005-6              B-1        AA+
               2005-6              B-2        A
               2005-6              B-4        CCC
               2005-7              1-A1       AAA
               2005-7              1-A2       AAA
               2005-7              1-X        AAA
               2005-7              1-PO       AAA
               2005-7              2-A1       AAA
               2005-7              2-A2B      AAA
               2005-7              2-X        AAA
               2005-7              2-PO       AAA
               2005-7              1-B1       AA
               2005-7              2-B1       AA
               2005-7              1-B2       A
               2005-7              2-B2       A
               2005-12             1-A1A      AAA
               2005-12             1-A1B      AAA
               2005-12             2-A1A1     AAA
               2005-12             2-A1A2     AAA
               2005-12             2-A1B      AAA
               2005-12             X-1        AAA
               2005-12             X-2A       AAA
               2005-12             X-2B       AAA
               2005-12             X-B        AAA
               2005-12             PO-1       AAA
               2005-12             PO-2A      AAA
               2005-12             PO-2B      AAA
               2005-12             PO-B       AAA
               2005-12             B-1        AA
               2005-12             B-2        A
               2005-13             1-A1A      AAA
               2005-13             1-A1B      AAA
               2005-13             2-A1A1     AAA
               2005-13             2-A1A2     AAA
               2005-13             2-A1B      AAA
               2005-13             2-A1C      AAA
               2005-13             X          AAA
               2005-13             PO         AAA
               2005-13             B-1        AA
               2005-13             B-2        A
               2005-14             2-A-1A     AAA
               2005-14             2-A-1B     AAA
               2005-14             3-A-1A     AAA
               2005-14             3-A-1B     AAA
               2005-14             4-A-1A     AAA
               2005-14             4-A-1B     AAA
               2005-14             5-A-1A     AAA
               2005-14             5-A-1B     AAA
               2005-14             B-1        AA
               2005-15             1-A1A      AAA
               2005-15             1-A1B      AAA
               2005-15             2-A1A1     AAA
               2005-15             2-A1A2     AAA
               2005-15             2-A1B      AAA
               2005-15             2-A1C      AAA
               2005-15             3-A1A1     AAA
               2005-15             3-A1A2     AAA
               2005-15             3-A1B      AAA
               2005-15             3-A1C      AAA
               2005-15             X-1        AAA
               2005-15             X-2        AAA
               2005-15             X-3A       AAA
               2005-15             X-3B       AAA
               2005-15             X-B        AAA
               2005-15             PO-1       AAA
               2005-15             PO-2       AAA
               2005-15             PO-3A      AAA
               2005-15             PO-3B      AAA
               2005-15             PO-B       AAA
               2005-15             B-1        AA+
               2005-15             B-2        AA+
               2005-15             B-3        AA
               2005-15             B-4        AA
               2005-16             1-A1A      AAA
               2005-16             1-A1B      AAA
               2005-16             2-A1A      AAA
               2005-16             2-A1B      AAA
               2005-16             2-A1C      AAA
               2005-16             3-A1A      AAA
               2005-16             3-A1B      AAA
               2005-16             3-A1C      AAA
               2005-16             4-A1A      AAA
               2005-16             4-A1B      AAA
               2005-16             X-1        AAA
               2005-16             X-2        AAA
               2005-16             X-3        AAA
               2005-16             X-4        AAA
               2005-16             X-B        AAA
               2005-16             PO-1       AAA
               2005-16             PO-2       AAA
               2005-16             PO-3       AAA
               2005-16             PO-4       AAA
               2005-16             PO-B       AAA
               2005-16             B-1        AA+
               2005-16             B-2        AA
               2005-16             B-3        AA-
               2005-16             B-4        A+


IMAC CDO: Moody's Junks Ratings on $300MM Floating Rate Notes
-------------------------------------------------------------
Moody's Investors Service has downgraded ratings of two classes of
notes issued by IMAC CDO 2007-2, Ltd.  The notes affected by the  
rating action are:

Class Description: $150,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2050;

  -- Prior Rating: B3, on review future direction uncertain
  -- Current Rating: C

Class Description: $150,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2050;

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

IMAC CDO 2007-2, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of Structured Finance securities.  The
transaction experienced an event of default under Section 5.1 of
the Terms Supplement to the Indenture.  The event of default is
still continuing.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  In
this regard, the majority of the Controlling Class directed the
sale and liquidation of the Collateral in accordance with relevant
provisions of the transaction documents.  The Trustee notified
Moody's that it sold all of the Collateral, made a final
distribution and applied the proceeds of the liquidation in
accordance with applicable provisions of the documents on April 4,
2008.  In that distribution, according to the Trustee, available
funds were not sufficient to pay the Cashflow Swap Counterparty in
full and that there were no funds to make any payments on any
Classes of Notes.

The rating actions taken reflect the changes in severity of loss
associated with certain tranches and reflect the final liquidation
distribution.


IMAX CORP: Moody's Changes Outlook to Pos. on Improved Liquidity
----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for IMAX
Corporation to positive from stable based on its improved
liquidity position.  IMAX announced an approximately $18 million
private placement of common stock and an amendment to its credit
facility, which enhances covenant flexibility, extends the
maturity and potentially increases availability.  Proceeds from
these transactions will help IMAX to manage the substantial
upfront capital investments related to its joint venture
agreements.

Moody's also affirmed the Caa1 corporate family and the Caa1
probability of default ratings for IMAX as well as the Caa2 rating
on its senior unsecured bonds.

IMAX Corporation

  -- Outlook, Changed To Positive from Stable
  -- Corporate Family Rating, Affirmed at Caa1
  -- Probability of Default Rating, Affirmed at Caa1
  -- Senior Unsecured Bonds, Affirmed at Caa2, LGD 4, 60%

The Caa1 corporate family rating reflects high financial risk and
the lack of visibility regarding IMAX's long term cash flow
prospects, as well as execution risk related to the strategic
transition to increased use of joint ventures and the rollout of
the new digital system.  A highly enforceable backlog of signed
contracts, recent positive business indicators (including
increased system signings and film slate announcements), and the
value of the IMAX brand support the ratings.

IMAX Corporation specializes in large-format and three-dimensional
film presentation; the company typically leases or sells its
projection and sound systems, and licenses the use of its
trademarks.  With annual revenue of approximately $115 million,
IMAX maintains headquarters in Mississauga, Ontario, Canada.


INDYMAC RESIDENTIAL: S&P Chips Ratings on Four Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage-backed certificates from IndyMac Residential
Mortgage Backed Trust's series 2006-L1 and 2006-L2.  At the same
time, S&P affirmed its ratings on 19 classes from various IndyMac
Residential Mortgage Backed Trust series as well as from IndyMac
Loan Trust 2004-L1 and removed two of the affirmed ratings from
CreditWatch with negative implications.  All of the affected
transactions are backed by U.S. residential lot loans.
     
The affirmations reflect relatively stable collateral performance
as of the April 2008 remittance period.  Current and projected
credit support percentages are sufficient to support the ratings
at their current levels.  As of the April 25, 2008, remittance
report, cumulative losses for the series ranged from 0.00% to
0.70% (series 2005-L3) of the original pool balances.  Total
delinquencies during the same period ranged from 10.64% (series
2007-L1) to 26.45% (2006-L1) of the current pool balances. Over
the past 12 months, the balance of total delinquencies has
increased on average for all deals by 3.19x, excluding series
2007-L1, which is only 12 months seasoned as of the April 25,
2008, remittance date. Severe delinquencies for these
transactions, as a percentage of the current pool balances, ranged
from 6.24% (series 2007-L1) to 20.04% (series 2006-L1).  
Delinquency performance has deteriorated slightly in the most
recent periods, but the deals have experienced relatively low
cumulative losses to date.  S&P will continue to monitor the
performance of these transactions.

The underlying collateral consists primarily of adjustable-rate
mortgage loans secured by residential lot loans.  Lot loans are
mortgage loans that provide short-term financing for borrowers
buying land with the intention of building a home.  Each mortgage
loan is typically secured by a property that is considered
residential but does not yet have a dwelling on it.  These lots
have been improved with all necessary requirements so they are
deemed ready for development.  The improvements usually consist of
basic utilities such as electric, sewer or septic, and water
available on the lot or sufficiently close by. The deals
themselves benefit from excess spread and overcollateralization
and often include bond insurance.  IndyMac has issued 12 lot loan
deals since 2003, and Standard & Poor's has rated eight of these
deals.

Historical loan-level data indicates an average loss severity of
50% when this type of loan defaults.  Therefore, to apply a
reasonable amount of stress to these deals, we assumed that 100%
of loans that are deemed severely delinquent will ultimately
default, and the defaulted loans will sustain a 50% loss severity.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  In addition, all of these
transactions have classes wrapped by the bond insurers Ambac
Assurance Corp. (AAA/Negative/--) or Financial Guaranty Insurance
Co. (FGIC; BB/Negative/--). Standard & Poor's lowered its
financial enhancement rating on FGIC to 'BB' from 'A' on March 28,
2008, and removed it from CreditWatch with negative implications.   
The ratings on the classes below reflect the higher of the current
rating on the bond insurer or the rating on the underlying
transaction based on available credit support.  

                     
                         Ratings Lowered

             IndyMac Residential Mortgage Backed Trust
                   Mortgage-backed certificates

                                             Rating
                                             ------
            Series              Class      To     From
            ------              -----      --     ----
            2006-L1             B          CCC    BB
            2006-L2             A-1        BB     BBB-
            2006-L2             A-2        BB     BBB-
            2006-L2             A-3        BB     BBB-

                         Ratings Affirmed

                    IndyMac Loan Trust 2004-L1
                   Mortgage-backed certificates

                         Class      Rating
                         -----      ------
                         A-1        A-
                         A-6        A-
                         M          BBB
                         B          BB

              IndyMac Residential Mortgage Backed Trust
                     Mortgage-backed certificates

                Series              Class      Rating
                ------              -----      ------
                2005-L1             A          BBB-
                2005-L3             A          BBB-
                2006-L1             A-1        AAA
                2006-L1             A-2        AAA
                2006-L1             A-3        AAA
                2006-L1             M          BBB-
                2006-L3             A-1        AAA
                2006-L3             A-2        AAA
                2006-L3             A-3        AAA
                2006-L4             A          AAA
                2006-L4             M          BBB-
                2006-L4             B          BB
                2007-L1             A          AAA

       Ratings Affirmed and Removed from Creditwatch Negative

      IndyMac Residential Mortgage Backed Trust Series 2007-L1
                     Mortgage-backed certificates

                                     Rating
                                     ------
                      Class      To          From
                      -----      --          ----
                     M          BBB-        BBB-/Watch Neg     
                     B          BB          BB/Watch Neg


JP MORGAN: Fitch Rates $4.372MM Class T Certificates B-
--------------------------------------------------------
Fitch rated J. P. Morgan Chase Commercial Mortgage Securities
Trust 2008-C2, commercial mortgage pass-through certificates as:

  -- $23,396,000 class A-1 'AAA';
  -- $68,126,000 class A-2 'AAA';
  -- $105,514,000 class A-3 'AAA';
  -- $354,554,000 class A-4 'AAA';
  -- $145,000,000 class A-4FL 'AAA';
  -- $54,460,000 class A-SB 'AAA';
  -- $65,075,000 class A-1A 'AAA';
  -- $1,165,893,035 class X 'AAA';
  -- $116,589,000 class A-M 'AAA';
  -- $61,209,000 class A-J 'AAA';
  -- $14,574,000 class B 'AA+';
  -- $14,574,000 class C 'AA';
  -- $10,201,000 class D 'AA-';
  -- $10,202,000 class E 'A+';
  -- $13,116,000 class F 'A';
  -- $11,659,000 class G 'A-';
  -- $16,031,000 class H 'BBB+';
  -- $14,574,000 class J 'BBB';
  -- $14,573,000 class K 'BBB-';
  -- $8,745,000 class L 'BB+';
  -- $4,372,000 class M 'BB';
  -- $5,829,000 class N 'BB-';
  -- $4,372,000 class P 'B+';
  -- $2,915,000 class Q 'B';
  -- $4,372,000 class T 'B-'.

Class X is a notional amount and interest only.  The $21,861,035
class NR is not rated by Fitch

Classes A-1, A-2, A-3, A-4, A-4FL, A-SB, A-1A, X, A-M and A-J are
privately placed pursuant to rule 144A of the Securities Act of
1933.  The certificates represent beneficial ownership interest in
the trust, primary assets of which are 79 fixed rate loans having
an aggregate principal balance of approximately $1,165,893,035, as
of the cutoff date.


JWM PARTNERS: Allows Investors to Get Money Ahead of Schedule
-------------------------------------------------------------
JWM Partners late in April gave investors in its JWM Global Macro
fund the option to get investments back ahead of the redemption
date, The Guardian reports.

David Teather at The Guardian says JWM Partners presented the
option after the Global Macro fund fell in value by 14% in the
first three months of the year.

FINalternatives relates that the $380 million Global Macro Fund is
likely to have less than $150 million in assets after some of its
nearly 30 investors take advantage of early withdrawal.  The early
redemption period, according to FINalternatives, is pursuant to an
escape clause under the investors' agreement with JWM Partners.  
FINalternatives says investors are allowed to get their money out
if a fund drops more than 20% below its six-month high-water mark.

JWM Partners' $1.2 billion Relative Value Opportunity Fund is down
31% through the first three months, Guardian and FINalternatives
say.

JWM Partners has cut about 16 jobs -- more than one-fifth of its
total workforce -- after incurring investment losses in the first
quarter, FINalternatives says, citing a Reuters report.

JWM Partners is based in Greenwich, Connecticut.  The hedge fund
was established by Long-Term Capital Management founder John
Meriwether in 1999.

The Global Macro fund takes directional bets on the likes of
currencies and interest rates and had $380,000,000 under
management at the beginning of the year, Guardian says.  JWM
Partners has a total of $1,600,000,000 under management, Guardian
adds.


KGEN LLC: S&P's 'BB' Rating Unaffected by Changes in Board
----------------------------------------------------------
Standard & Poor's Ratings Services noted that the 'BB' debt rating
on power project KGen LLC is currently unaffected by changes to
the Board of Directors at parent KGen Power Corp. Activist
shareholders, who own about 26% of the company, requested the
changes, and they were subsequently approved by 76% of
shareholders.  The changes include the replacement of the CEO.  
The Board appointed CFO Richard McLean as interim CEO. Conflicting
views of company valuation, likely based on current asset price
signals in KGen's southeast U.S. markets, drove the management
changes, especially asset price signals related to the 810-
megawatt Southaven plant in Mississippi, which sold at a
competitive auction for $461 million (or $570 per kilowatt).

Developments suggest the Board will seek to sell KGen Power, which
wholly owns KGen.  KGen provides nearly all corporate cash flow,
through power sales from four power plants totaling 3,030 MW, one
of which is contracted with Georgia Power Co. (A/Stable/A-1) into
2012.  Other units are merchant.  KGen has a project finance
structure, is bankruptcy remote from KGen Power, and has limited
ability to incur additional debt or sell assets aside from the
Sandersville peaking plant.  KGen's rating could be negatively
affected if operational changes occur that affect plant
performance, or if KGen Power's creditworthiness deteriorates,
which could occur through corporate leveraging.


KINGSWAY FINANCIAL: Gets Waiver Over Compliance with Credit Deal
----------------------------------------------------------------
Kingsway Financial Services Inc. disclosed in a report of its
financial results for the first quarter ended March 31, 2008 that
the company's bank indebtedness decreased from $172.4 million at
December 31, 2007 to $163.3 million. During the quarter the
Company repaid approximately $7.5 million of outstanding debt
under its credit facilities. The undrawn amount available under
the bank credit facility as at March 31, 2008 was approximately
$80.4 million.
        
The company said that its bank indebtedness, which totaled
$163.3 million as at March 31, 2008, is subject to compliance with
financial covenants and other provisions of the Credit Agreement.
        
As a result of its net realized losses before tax of $5.5 million,
the interest coverage ratio was (0.5) as at March 31, 2008,
placing the company in breach of this covenant. Subsequent to the
balance sheet date, the Company has obtained a waiver over
compliance with the March 31, 2008 interest coverage covenant
under the Credit Agreement. Although the future terms of the
Credit Agreement are currently under review, the borrowing costs
on this facility will increase as a result of the covenant breach.
        
The report state that on October 4, 2002, the Company entered into
an annually renewable syndicated $350 million letter of credit
facility. The letter of credit facility is principally used to
collateralize inter-company reinsurance balances for statutory
capital management purposes. The Company pledges securities to
collateralize the utilized portion of the letter of credit
facility. At March 31, 2008 the letter of credit facility
utilization was $270.2 million.
        
For the first quarter ended March 31, 2008, Kingsway Financial
Services reported a net loss of $34.4 million or $0.62 diluted per
share on a 3.4% year-over-year increase in total revenue to
$474.5 million. Investment income increased 18% to $37.4 million.
        
The net loss was primarily attributable to a further
$52.8 million reserve increase for estimated net unfavourable
reserve developments for prior accident years at its Lincoln
General subsidiary and a $12.2 million reserve increase at its
Kingsway General subsidiary. As a result of the reserve
development at Lincoln, a further $8 million of valuation
allowance was recorded against the future income tax asset for
operating losses in the U.S.

"Our results for the first quarter of 2008 are unacceptable and
are working expeditiously to deal with problem areas and return to
profitability as soon as possible," said Shaun Jackson, President
and Chief Executive Officer. "Only by establishing more
conservative reserving practices throughout the organization can
we more quickly identify and remedy underperforming business. The
additional reserves related primarily to Lincoln General's
trucking policies written for the 2007 accident year. The results
were also negatively impacted by exceptionally bad winter weather
in certain of our operating regions."
        
A full-text copy of the company's financial results for the first
quarter ended March 31, 2008 is available for free at
              http://ResearchArchives.com/t/s?2bbb
        
                   About Kingsway Financial

Headquartered in Ontario, Canada, Kingsway Financial Services Inc.
(TSX:KFS, NYSE:KFS) - http://www.kingsway-financial.com/-- is
a holding company that operates through its wholly owned
subsidiaries in the property and casualty insurance business.  The
company's principal lines of business are trucking and non-
standard automobile insurance.  KFSI also writes motorcycle
insurance in Canada and writes taxi cab insurance in Chicago,
Illinois and Las Vegas, Nevada.

                          *     *     *

As reported in the Troubled company Reporter on Dec. 21, 2007,
Standard & Poor's Ratings Services lowered its senior unsecured
and long-term counterparty credit ratings on Kingsway Financial
Services Inc. to 'BB+' from 'BBB-'.  S&P also lowered the debt
ratings on Kingsway's subsidiaries to 'BB+' from 'BBB-'.  The
outlook is negative.


MAGELLAN HEALTH: Moody's Withdraws Rtngs After Full Loan Repayment
------------------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings on
Magellan Health Services, Inc.  The ratings withdrawal follows the
repayment in full of amounts outstanding under the company's
$100 million senior secured term loan and the termination of its
$50 million senior secured revolving credit facility and
$50 million senior secured letter of credit facility.

On April 30, 2008, the Company entered into a credit facility with
Deutsche Bank AG and Citigroup Global Markets Inc. that provides
for a new $100 million revolving loan commitment for the issuance
of letters of credit with a sublimit of up to $30 million for
revolving loans.  This facility, which matures on April 29, 2009
is not rated by Moody's.

Ratings withdrawn:

  -- Ba3 Corporate Family Rating
  -- B1 Probability of Default Rating
  -- $50 million Senior Secured Revolving Credit Facility; Ba2
     (LGD2, 28%)

  -- $50 million Senior Secured Letter of Credit Facility; Ba2
     (LGD2, 28%)

  -- $100 million Senior Secured Term Loan; Ba2 (LGD2, 28%)

Magellan is a leading provider of behavioral health management,
radiology benefit management and specialty pharmaceutical
management services to health plans, corporations and government
agencies.  For the fiscal year ended Dec. 31, 2007, the company
generated over $2.16 billion in revenues.


MARCAL PAPER: Group Objects to Environmental Settlements
--------------------------------------------------------
The Lower Passaic River Study Area Cooperating Parties Group asks
the U.S. Bankruptcy Court for the District of New Jersey to reject
Marcal Paper Mills Inc.'s requests for approval of settlement
agreements with:

   1. the state of New Jersey, on behalf of the New Jersey
      Department of Environmental Protection; and

   2. the United States Government on behalf of the Environmental
      Protection Agency, the Department of the Interior, and the
      National Oceanic and Atmospheric Administration.

The Bankruptcy Court has approved the sale of Marcal Paper's
assets to NexBank, SSB, in its capacity as agent for the second
lien lenders, and the purchaser has formed Marcal Paper Mills, LLC
and its subsidiary Marcal Manufacturing, LLC.  The group notes
that the proposed Settlement Agreements are between the Purchasers
and the state of New Jersey and the U.S. Government.

The group contends that the Settlements are neither fair or
reasonable, nor faithful to the objectives of the Comprehensive
Environmental Response Compensation and Liability Act, or the
Spill Act, and the Settlement Agreements are arbitrary, capricious
and devoid of any rational basis.

The group says NJDEP should withdraw or withhold its consent to
the Settlement.

The group points out there is no evidence that the negotiation
process was candid, open or that the bargaining leading to the
settlement was balanced.  The group notes there is no discussion
of the settlement process or any indication that the agreement was
the result of arm's-length negotiations.

The group also contends that Marcal is a potentially responsible
party, and under the Spill Act, is strictly liable, jointly and
severally, for all costs of removal and remedial action.  The
group says Marcal has significant percentage of comparative fault.  
However, the group complains, NJDEP has not made any attempt to
determine Marcal s share of comparative fault or to explain how
the settlement numbers are appropriate.

As reported by the Troubled Company Reporter on April 22, under
the terms of the Settlement, NJDEP agrees to waive the filing of
any administrative claims against the Debtor in connection with
Kaofin material, a fiber clay product, stored at the Top Soil
Depot Inc. superfund site.  Furthermore, the NJDEP
will not assert any future claim with respect to Kaofin material
against the Debtor, its shareholders and any of its officers,
including Kaofin material located on the property of Top Soil.  
Approval of the NJDEP agreement is one of the last open issues
that must be resolved in order to complete the sale of
substantially all of the Debtor's assets to an affiliate of
NexBank SSB for approximately $160 million.

The group asserts an $816,100 claim against the Debtor
representing the Debtor's allotted share of the expenses relating
to the study of certain environmental contamination for the
Diamond Alkali Superfund Site in New Jersey, which includes a
seventeen mile stretch of the Lower Passaic River and its
tributaries from the Dundee Dam to Newark Bay known as the Lower
Passaic River Study Area.

The group notes that the U.S. Government also filed a proof of
claim for more than $946,000,000 on behalf of the United States
Environmental Protection Agency, the Department of Interior and
the National Oceanic and Atmospheric Administration relating to
response costs already incurred, and to be incurred, by those
agencies with respect to the Site.

The group notes that under the terms of the EPA Settlement, the
U.S. Governmetn would have received a $3 million allowed unsecured
claim against the Marcal bankruptcy estate.  At the time, Marcal
estimated that, under its proposed reorganization plan, allowed
unsecured claims would receive roughly 52% of the amount of the
claim, i.e., approximately $1.5 million.

The group contends that the EPA has not provided any factors,
formulation, allocation theory or other support justifying a
payment of $1,080,000 for EPA and
$420,000 for the DOI and NOAA.  The grop alleges that the
settlement was negotiated behind closed doors, and the group was
not allowed to participate in the negotiation process, despite the
fact that the settlement purports to extinguish the group's CERCLA
contribution rights against the Purchasers.

The group is represented in the Debtor's cases by Robert N.
Michaelson, Esq., at KIRKPATRICK & LOCKHART PRESTON GATES ELLIS
LLP in New York, and William H. Hyatt, Jr., Esq., Emily L. Won,
Esq., and Karyllan Dodson Mack, Esq., at KIRKPATRICK & LOCKHART
PRESTON GATES ELLIS LLP in Newark, New Jersey.

                   Panel Wants Terms Clarified

The Official Committee of Unsecured Creditors appointed in
Marcal's case also objects to the New Jersey settlement.  While
the Committee has no objection in principal to approval of the
Letter Agreement, the panel notes it is not clear whether the
NJDEP reserves its rights, if any, to assert additional
prepetition claims against the Debtor's estate relating to Kaofin
or other matters.

Under the Letter Agreement, the NJDEP "agrees not to enforce
against Marcal and its shareholders, officers, directors,
employees and agents, the administrative orders which the Kaofin
matters contested, and not to sue or assert any future claim with
respect to Kaofin material against Marcal and its shareholders,
officers, directors, employees, and agents, including Kaofin
material located on the property of Top Soil Depot."  The panel
notes that NJDEP has not filed any prepetition claim relating to
Kaofin1; the bar date has passed; and the Committee understands
that the Debtor dose not believe that the NJDEP will assert any
such claims.  However, it is unclear from the Letter Agreement and
the Debtor's request whether that is in fact the case.

                    About Marcal Paper Mills

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq.,
and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  The Debtors selected Logan
and Company Inc. as claims agent.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor disclosed total assets of $178,626,436 and total
debts of $178,890,725.


MASTR ADJUSTABLE: S&P Downgrades Ratings on 13 Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of mortgage pass-through certificates from four MASTR
Adjustable Rate Mortgages Trust series issued in 2005.  At the
same time, S&P affirmed its ratings on the remaining 46 classes
from these transactions.
     
The lowered ratings reflect a steady increase in the dollar amount
of loans in the transactions' delinquency pipelines over the past
six months, combined with credit support deterioration due to
realized losses.  The high levels of total delinquencies and
severe delinquencies in these transactions indicate that losses
will continue to increase and further erode available credit
support.  Severe delinquencies for series 2005-1 have risen by 90%
over the past six remittance periods to $46.140 million, while
series 2005-2 has experienced an increase in delinquencies of 63%
to $26.515 million during the same time period.  Also during this
period, severe delinquencies rose by 22% to $11.207 million for
series 2005-3 and by 110% to $54.369 million for series 2005-8.
     
As of the April 2008 remittance period, cumulative losses ranged
from 0.13% (series 2005-2) to 0.52% (series 2005-3) of the
original principal balances.  Total delinquencies ranged from
12.52% (series 2005-1) to 19.17% (series 2005-3) of the current
principal balances, and severe delinquencies ranged from 7.74%
(series 2005-1) to 11.06% (series 2005-8) of the current principal
balances.
     
The lowered ratings are in line with the projected credit
enhancement amounts following the liquidation of many of the loans
currently in the transactions' delinquency pipelines.  S&P's
expected losses also factor in loans that are now current but may
default in the future.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.  The initial credit enhancement
percentages meet or exceed the amount required to support the
affirmed ratings.
     
A combination of subordination, excess spread, and
overcollateralization is the primary source of credit support for
series 2005-8.  Subordination is the primary source of credit
support for the remaining transactions.  The underlying collateral
for the deals consists primarily of adjustable-rate, conventional
mortgage loans secured by first liens on one- to four-family
residential properties.


                          Ratings Lowered

                MASTR Adjustable Rate Mortgage Trust
                 Mortgage pass-through certificates

                                            Rating
                                            ------
        Series              Class      To             From
        ------              -----      --             ----
        2005-1              B-4        CCC            BB
        2005-1              B-5        CC             B
        2005-2              B-3        B              BBB
        2005-2              B-4        CCC            B
        2005-2              B-5        CC             CCC
        2005-3              B-2        BBB            A-
        2005-3              B-3        B              BBB-
        2005-3              B-4        CCC            B
        2005-3              B-5        CC             CCC
        2005-8              B-3        BB             A+
        2005-8              B-4        B              BBB+
        2005-8              B-5        CCC            BBB+
        2005-8              B-6        CC             BB

                          Ratings Affirmed

                MASTR Adjustable Rate Mortgage Trust
                 Mortgage pass-through certificates

                Series              Class      Rating
                ------              -----      ------
                2005-1              1-A-1      AAA
                2005-1              1-A-X      AAA
                2005-1              2-A-1      AAA
                2005-1              3-A-1      AAA
                2005-1              4-A-1      AAA
                2005-1              5-A-1      AAA
                2005-1              6-A-1      AAA
                2005-1              7-A-1      AAA
                2005-1              7-A-2      AAA
                2005-1              7-A-3      AAA
                2005-1              8-A-1      AAA
                2005-1              8-A-2      AAA
                2005-1              9-A-1      AAA
                2005-1              10-A-1     AAA
                2005-1              B-1        AA
                2005-1              B-2        A
                2005-1              B-3        BBB
                2005-2              1-A-1      AAA
                2005-2              2-A-1      AAA
                2005-2              3-A-1      AAA
                2005-2              4-A-1      AAA
                2005-2              5-A-1      AAA
                2005-2              6-A-1      AAA
                2005-2              7-A-1      AAA
                2005-2              7-A-2      AAA
                2005-2              7-A-X      AAA
                2005-2              B-1        AA
                2005-2              B-2        A
                2005-3              1-A-1      AAA
                2005-3              1-A-2      AAA
                2005-3              1-A-X      AAA
                2005-3              2-A-1      AAA
                2005-3              3-A-1      AAA
                2005-3              3-A-2      AAA
                2005-3              3-A-X      AAA
                2005-3              4-A-1      AAA
                2005-3              5-A-1      AAA
                2005-3              B-1        AA-
                2005-8              A-1-A      AAA
                2005-8              1-A-2      AAA
                2005-8              2-A-1      AAA
                2005-8              2-A-2      AAA
                2005-8              3-A-1      AAA
                2005-8              3-A-2      AAA
                2005-8              B-1        AA+
                2005-8              B-2        AA


MASTR ALTERNATIVE: S&P Junks Ratings on Seven Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes of mortgage pass-through certificates from six MASTR
Alternative Loan Trust transactions issued in 2005.  At the same
time, S&P affirmed its ratings on the remaining 105 classes from
these series.
     
The lowered ratings reflect a steady increase in the dollar amount
of loans in the transactions' delinquency pipelines over the past
six months, combined with deterioration in credit support due to
realized losses.  The high levels of total delinquencies and
severe delinquencies in these transactions indicate that losses
will continue to increase and further erode available credit
support.  Severe delinquencies for these transactions have risen
96%, on average, over the past six remittance periods.
     
As of the April 2008 remittance period, cumulative losses ranged
from 0.03% (series 2005-5 and 2005-6) to 0.19% (series 2005-4) of
the original principal balances.  Total delinquencies ranged from
2.92% (series 2005-1, loan group 1) to 13.29% (series 2005-4) of
the current principal balances, and severe delinquencies ranged
from 1.09% (series 2005-1, loan group 1) to 6.73% (series 2005-4)
of the current principal balances.
     
The lowered ratings are in line with our projected credit
enhancement amounts following the liquidation of many of the loans
currently in the transactions' delinquency pipelines.  S&P's  
expected losses also factor in loans that are now current but may
default in the future.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.  The initial credit enhancement
percentages meet or exceed the amount required for the classes
with affirmed ratings.
     
Subordination is the primary source of credit support for these
transactions.  The underlying collateral for the deals consists
primarily of fixed-rate, conventional mortgage loans secured by
first liens on one- to four-family residential properties.


                         Ratings Lowered

                   MASTR Alternative Loan Trust
                Mortgage pass-through certificates

                                            Rating
                                            ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2005-1              B-4        CCC            BB
        2005-1              B-5        CC             B
        2005-2              B-4        B              BB
        2005-2              B-5        CCC            B
        2005-3              B-5        CCC            B
        2005-4              B-3        BB             BBB+
        2005-4              B-4        B              BB+
        2005-4              B-5        CC             B
        2005-5              B-3        BB             BBB
        2005-5              B-4        B              BB
        2005-5              B-5        CC             B
        2005-6              B-2        BBB-           A
        2005-6              B-3        B              BBB
        2005-6              B-4        CCC            B
        2005-6              B-5        CC             CCC

                          Ratings Affirmed

                    MASTR Alternative Loan Trust
                 Mortgage pass-through certificates

               Transaction         Class      Rating
               -----------         -----      ------
               2005-1              1-A-1      AAA
               2005-1              2-A-1      AAA
               2005-1              3-A-1      AAA
               2005-1              4-A-1      AAA
               2005-1              5-A-1      AAA
               2005-1              15-A-X     AAA
               2005-1              15-PO      AAA
               2005-1              30-X-1     AAA
               2005-1              30-X-2     AAA
               2005-1              30-PO      AAA
               2005-1              6-A-1      AAA
               2005-1              6-A-2      AAA
               2005-1              6-A-3      AAA
               2005-1              6-A-4      AAA
               2005-1              6-A-5      AAA
               2005-1              7-A-1      AAA
               2005-1              7-A-2      AAA
               2005-1              B-I-1      AA-
               2005-1              B-I-2      A-
               2005-1              B-I-5      B
               2005-1              B-1        AA
               2005-1              B-2        A
               2005-1              B-3        BBB
               2005-2              1-A-1      AAA
               2005-2              1-A-2      AAA
               2005-2              1-A-3      AAA
               2005-2              1-A-4      AAA
               2005-2              2-A-1      AAA
               2005-2              3-A-1      AAA
               2005-2              4-A-1      AAA
               2005-2              4-A-2      AAA
               2005-2              4-A-3      AAA
               2005-2              4-A-4      AAA
               2005-2              4-A-5      AAA
               2005-2              5-A-1      AAA
               2005-2              6-A-1      AAA
               2005-2              A-X-1      AAA
               2005-2              A-X-2      AAA
               2005-2              PO         AAA
               2005-2              B-1        AA-
               2005-2              B-2        A
               2005-2              B-3        BBB
               2005-3              1-A-1      AAA
               2005-3              1-A-2      AAA
               2005-3              1-A-3      AAA
               2005-3              1-A-4      AAA
               2005-3              2-A-1      AAA
               2005-3              3-A-1      AAA
               2005-3              4-A-1      AAA
               2005-3              5-A-1      AAA
               2005-3              5-A-2      AAA
               2005-3              6-A-1      AAA
               2005-3              6-A-2      AAA
               2005-3              6-A-3      AAA
               2005-3              6-A-4      AAA
               2005-3              7-A-1      AAA
               2005-3              A-X-1      AAA
               2005-3              A-X-2      AAA
               2005-3              15-PO      AAA
               2005-3              30-PO      AAA
               2005-3              B-1        AA
               2005-3              B-2        A
               2005-3              B-3        BBB
               2005-3              B-4        BB
               2005-4              1-A-1      AAA
               2005-4              2-A-1      AAA
               2005-4              3-A-1      AAA
               2005-4              4-A-1      AAA
               2005-4              5-A-1      AAA
               2005-4              A-X-1      AAA
               2005-4              A-X-2      AAA
               2005-4              15-PO      AAA
               2005-4              30-PO      AAA
               2005-4              B-1        AA
               2005-4              B-2        A+
               2005-5              1-A-1      AAA
               2005-5              2-A-1      AAA
               2005-5              2-A-2      AAA
               2005-5              2-A-3      AAA
               2005-5              3-A-1      AAA
               2005-5              3-A-2      AAA
               2005-5              4-A-1      AAA
               2005-5              5-A-1      AAA
               2005-5              5-A-2      AAA
               2005-5              15-A-X     AAA
               2005-5              15-PO      AAA
               2005-5              20-A-X     AAA
               2005-5              30-PO      AAA
               2005-5              30-A-X     AAA
               2005-5              B-1        AA
               2005-5              B-2        A
               2005-6              1-A-1      AAA
               2005-6              1-A-2      AAA
               2005-6              1-A-3      AAA
               2005-6              1-A-4      AAA
               2005-6              1-A-5      AAA
               2005-6              1-A-6      AAA
               2005-6              2-A-1      AAA
               2005-6              2-A-2      AAA
               2005-6              3-A-1      AAA
               2005-6              3-A-2      AAA
               2005-6              A-X        AAA
               2005-6              15-PO      AAA
               2005-6              30-PO      AAA
               2005-6              B-1        AA


MCKINLEY II: Moody's Slashes Rating on $16.5MM Notes to Ca
----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
McKinley II Funding, Ltd.:

Class Description: $71,000,000 Class A-1 Floating Rate Notes Due
2045

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

Class Description: $17,500,000 Class A-2 Floating Rate Notes Due
2045

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

Class Description: $10,000,000 Class A-3A Pass-Through Notes Due
2045

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

Class Description: $15,000,000 Class A-3B Pass-Through Notes Due
2045

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

Additionally, Moody's downgraded these notes:

Class Description: $16,500,000 Class B Floating Rate Subordinate
Notes Due 2045

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

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


MOHEGAN TRIBAL: S&P Holds 'BB-' Rating; Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Uncasville, Connecticut-based Mohegan Tribal Gaming Authority to
negative from stable.  Ratings on MTGA, including the 'BB-' issuer
credit rating, were affirmed.
     
"The outlook revision reflects continuing softness in the
Connecticut gaming market through the first half of fiscal 2008,
with slot win down 7%," explained Standard & Poor's credit analyst
Melissa Long.
     
The Mohegan Sun property in Connecticut generated about 88% of
MTGA's total net revenues for the first half of 2008.  Although
net revenues are down only about 1.8%, largely due to decreased
slot revenues (offset partially by increased table game revenue
and other non-gaming revenues), Mohegan Sun's adjusted EBITDA
declined roughly 15% through the first half.  Declines moderated
somewhat in the second quarter, with EBITDA at Mohegan Sun down
about 11%.  S&P expect that the facility's performance will remain
challenged in the third quarter, given the opening of the MGM
Grand tower at Foxwoods.  In addition, higher gas prices and the
weaker economy continue to weigh on consumer spending patterns
generally, including across the Connecticut gaming market.
     
The 'BB-' rating reflects MTGA's temporarily high debt leverage;
an active growth strategy, including near-term spending plans in
Pennsylvania and Connecticut; and limited cash flow diversity.  
These factors are tempered by the high quality of the resort in
Connecticut, limited competition in each market, and good initial
results at MTGA's Pennsylvania property.


NCI BUILDING: S&P Changes 'BB' Rating on $125MM Credit to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its issue-level senior
secured rating on the $125 million revolving credit due June 2009
of NCI Building Systems Inc. (BB/Stable/--) and NCI's $400 million
term loan ($293 million outstanding) due June 2010.  The rating
was changed to 'BB+' from 'BB'.  S&P revised the recovery rating
to '2' from '3'.  The '2' recovery rating indicates that lenders
can expect a substantial (70%-90%) recovery in the event of a
payment default.
     
The ratings on NCI Building Systems reflect the highly cyclical
end-market demand for its products, volatile raw-material costs
(particularly steel), intense competition and somewhat aggressive
acquisition strategy.  These factors are partially mitigated by
the company's national scale of operations and distribution,
favorable long-term trends for metal buildings, competitive cost
position, and consolidated financial profile in line with the
rating.
     
Houston, Texas-based NCI is one of North America's largest
integrated manufacturers and marketers of metal products for the
nonresidential construction industry.


Rating List

NCI Building Systems Inc.
  Corporate Credit Rating     BB/Stable/--

Rating Revised
                              To                From
                              --                ----
   Senior secured             BB+               BB
   Recovery rating            2                 3



ORAGENICS INC: Posts $791,636 Net Loss in 2008 First Quarter
------------------------------------------------------------
Oragenics Inc. reported a net loss of $791,636 on revenue of
$125,000 for the first quarter ended March 31, 2008, compared with
a net loss of $541,156 on revenue of $33,088 in the same period
last year.

The increase in our net loss of $250,480 was principally caused by
the use of outside business development consultants and their
compensation for stock options granted, initial fees for clinical
trials and the hiring of a Sr. Research Chemist.

At March 31, 2008, the company's consolidated balance sheet showed
$2,553,333 in total assets, $398,093 in total liabilities, and
$2,155,240 in total stockholders' equity.

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?2bb2

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 3, 2008,
Kirkland Russ Murphy & Tapp, PA, exressed substantial doubt about
the Oragenics Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2007.  The auditing firm pointed to the company's
recurring operating losses, negative operating cash flows and
accumulated deficit.

The company's operating activities used cash of $531,881 for the
three months ended March 31, 2008.

                        About Oragenics Inc.

Oragenics Inc. (AMEX: ONI) -- www.oragenics.com/ -- operates as
an early-stage biotechnology company in the United States.  It
primarily focuses on developing technologies associated with oral
health, broad spectrum antibiotics, and other general health
benefits.  The company was founded in 1996 and is based
in Alachua, Florida.


ORCHARD PARK: Moody's Chips Aa3 Rating on $51.8MM Notes to Ba3
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Orchard Park Ltd.

Class Description: $120,000,000 Class A-1 (Series 1) First
Priority Senior Secured Floating Rate Notes Due 2038

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

Class Description: $120,000,000 Class A-1 (Series 2) First
Priority Senior Secured Floating Rate Notes Due 2038

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

Class Description: $51,800,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2038

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

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


PAPPAS TELECASTING: Files Chapter 11 Protection in Delaware
-----------------------------------------------------------
Pappas Telecasting Inc. and certain of its direct and indirect
affiliates filed for protection under Chapter 11 of the Bankruptcy
Code with the U.S. Bankruptcy Court in Wilmington, Delaware, in
order to sell certain of their stations as a going concern after a
consortium of banks lead by Fortress Capital ceased to provide
financing, various sources report.

According to Dow Jones Newswires, citing papers filed with the
Court, Pappas Telecasting said "poor ratings of the CW Network"
and "the extremely difficult business climate for television
stations across the country" compelled it to file for bankruptcy.  
Chief executive Harry Pappas gave $2 million in financing to the
company to fund business operations while in bankruptcy, Dow Jones  
says.

The stations, which also filed for Chapter 11 protection, are:

   1. KMPH-TV, Fox, Fresno-Visalia, California
   2. KFRE-TV, CW, Fresno-Visalia, California
   3. KPTM-TV, Fox, Omaha, Nebraska
   4. KXVO-TV, CW, Omaha, Nebraska
   5. WCWG-TV, CW, Greensboro/Winston-Salem/Highpoint, North   
      Carolina
   6. KPTH-TV, Fox, Sioux City, Iowa
   7. KMEG-TV, CBS, Sioux City, Iowa
   8. KTNC-TV, TuVision, San Francisco/Oakland/San Jose,
      California
   9. KAZH-TV, TuVision, Houston, Texas
  10. KDBC-TV, CBS, El Paso, Texas
  11. KREN-TV, CW, Reno, Nevada
  12. KAZR-TV, TuVision, Reno, Nevada
  13. KCWK-TV, CW, Yakima/Pasco/Richland/Kennewick,
      Washington

The Pappas Group operates another 17 television stations and two
radio stations through entities that are not involved in the
chapter 11 cases.

Pappas Telecasting has total assets of $460 million and debts of
at least $536 million, Dow Jones says, citing court documents.

                    About Pappas Telecasting

Headquartered in Visalia, California, Pappas Telecasting Inc. --
http://www.pappastv.com/-- operates television stations in the  
United States.  The company owns 27 stations, including FOX, The
CW, ABC, CBS, Azteca America, and MyNetworkTV affiliates, and
operates four other stations pursuant to local marketing
agreements.


PAPPAS TELECASTING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Pappas Telecasting, Inc.
             aka KMPH
             aka KMPH-TV
             aka KMPH Fox 26
             5111 E. McKinley Ave.
             Fresno, CA 93727

Bankruptcy Case No.: 08-10916

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        KMPH (TV) License, LLC                     08-10915
        Pappas Telecasting of the Midlands, L.P.   08-10917
        WCWG of the Triad, LLC                     08-10918
        Pappas Telecasting of Sioux City, L.P.     08-10919
        Pappas Telecasting of Houston, L.P.        08-10920
        Pappas Telecasting of El Paso-Juarez, L.P. 08-10921
        Pappas Telecasting of Nevada, L.P.         08-10922
        Pappas Telecasting of Siouxland, LLC       08-10923
        CASA of Washington, LLC                    08-10924
        KTNC License, LLC                          08-10925
        KPTM (TV) License, LLC                     08-10926
        WCWG License, LLC                          08-10927
        KPTH License, LLC                          08-10928
        KAZH License, LLC                          08-10929
        KDBC License, LLC                          08-10930
        Reno License, LLC                          08-10931
        KCWK License, LLC                          08-10932
        KFRE (TV) License, LLC                     08-10933
        Pappas Telecasting of Central California   08-10934
        Concord License, LLC                       08-10935
        Pappas Telecasting of Concord              08-10936

Type of Business: The Debtors are broadcasting companies.  Founded
                  in 1971, their stations reach over 15% of all
                  U.S. households and over 32% of Hispanic
                  households.  See http://www.pappastv.com/

Chapter 11 Petition Date: May 10, 2008

Court: District of Delaware (Delaware)

Debtors' Counsel: Laura Davis Jones, Esq.
                  Pachulski Stang Ziehl & Jones, LLP
                  919 North Market St., 17th Flr.
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  Email: ljones@pszyj.com

Pappas Telecasting, Inc's Financial Condition:

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Fox Broadcasting Co.           trade                 $1,423,687
7576 Collection Center Drive
Chicago, IL 60693-6616
Fax: (310) 369-2170 CHECK THIS
Attn: Fox News Network
5731 Collection Center Drive
Chicago, IL 60693
Fax: (212) 301 5025

Kingworld Productions, Inc.    trade                 $604,760
P.O. Box 33077
Newark, NJ 07188-077
Fax: (973) 376-1313
Attn: Kingworld Productions,
Inc.
P.O. Box 73930
Chicago, IL 60673-7930
Fax: (973) 376-1313

Nielsen Media Research, Inc.   trade                 $549,743
P.O. Box 88961
Chicago, IL 60695-8961
Fax: (415) 249-6011
Attn: Nielsen Media Research,
Inc.
P.O. Box 532453
Atlanta, GA 30353-2453
Fax: (646) 654-8823

Telerep, LLC                   trade                 $519,726
P.O. Box 101936
Atlanta, GA 30392
Fax: (201) 444-4001

Debevoise & Plimpton           trade                 $439,493
919 Third Ave.
New York, NY 10022
Fax:(212) 909-6836

Twentieth Century Fox TV       trade                 $290,449
Syndication
3659 Collection Center Drive
Chicago, IL 60693
Fax: (310) 369-1046

Paul, Hastings, Janofsky &     trade                 $280,335
Walker, LLP
875 15th St. N.W.
Washington, DC 20005-2226
Fax:(202) 551-1700

Warner Brothers                trade                 $212,347

Harrington, Righter & Parsons, trade                 $189,338
LLC

CBS Television Network         trade                 $187,232

ASCAP                          trade                 $161,260

Buena Vista Television         trade                 $152,793

Sony Pictures                  trade                 $140,453

CBS Paramount Domestic TV      trade                 $138,398

Broadcast Music, Inc.          trade                 $131,005

Harris Corp.                   trade                 $125,455

Gannaway Web Holdings          trade                 $83,651

The CW Plus                    trade                 $70,875

Carsey-Werner                  trade                 $69,592

Professional Video Supply                            $43,441


PHARMANET DEVELOPMENT: S&P Holds Rating; Revises Outlook to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on contract
research organization PharmaNet Development Group Inc. to negative
from stable.  At the same time, S&P affirmed the 'B+' corporate
credit rating on the company.
     
"The outlook revision is the result of more-than-expected contract
cancellations in the past couple of quarters, stretching
PharmaNet's financial risk profile at the current rating," said
Standard & Poor's credit analyst Alain Pelanne.  "Also, although
the company's cash balance provides it with an immediate source of
liquidity, weak results in the past two quarters have restricted
availability under its revolving credit facility."
     
The rating on Princeton, New Jersey-based PharmaNet continues to
reflect the company's position as a growing, but still small,
participant in the global market for outsourced clinical trial
services, the risk of further contract cancellations and turnover,
the volatility of financial results inherent in the CRO industry,
and uncertainty with respect to an ongoing SEC investigation.  
These risks outweigh the company's large cash balance and
relatively low cost of debt.


PIONEER VALLEY: Moody's Junks Rating on $29.5MM Class C Notes
-------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Pioneer Valley Structured Credit CDO I Ltd.

Class Description: $29,000,000 Class B Floating Rate Notes Due
2045

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

Class Description: $29,500,000 Class C Deferrable Floating Rate
Notes Due 2045

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

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



POINTS INTERNATIONAL: March 31 Balance Sheet Upside-down by $6MM
----------------------------------------------------------------
Points International Ltd.'s balance sheet at March 31, 2008,  
showed total assets of $54.3 million and total liabilities of
$60.4 million resulting in a total shareholders' deficit of
$6.1 million.

Points reported net income of $801,760 for the first quarter ended
March 31, 2008, compared to a net loss of $703,852 in the previous
year, and a net loss of $953,892 million in the fourth quarter of
2007.

"Record revenue, profitability and business metrics kicked off a
strong 2008 for Points," CEO Rob MacLean said.  "During the first
quarter alone we saw more than 3.2 billion miles transacted across
our platform, representing more than $60 million in aggregate
transaction value - a new record for our company."  

"This quarter we continued to experience the positive financial
impact of the material shift to principal-based partnership
agreements and announced new principal-based deals with Amtrak and
JetBlue," Mr. MacLean added.  "We continue to further integrate
Points within the revenue stream of our partners' loyalty programs
by expanding the number of innovative products and services we
offer them while simultaneously driving robust traffic to the
consumer side of our business at www.points.com."
    
"During the quarter we continued to see encouraging response
levels from consumers and the industry towards our Global Points
Exchange platform," Mr. MacLean stated.  "We plan to continue to
add partners and features to GPX as we move through 2008 and
believe that GPX is on track to begin to contribute to our growth
in the second half of the year."

"Looking ahead we plan to continue to close principal-based deals
with new partners and will continue to diversify our revenue mix
by adding partners in a number of industry sectors," Mr. MacLean
concluded.  "We see substantial opportunities to expand the
penetration of our programs within our partner base and increase
monetization of the billions of miles that flow across our
platform each quarter."

                 About Points International Ltd.
  
Headquartered in Ontario, Canada, Points International Ltd.
(TSE:PTS) -- http://www.points.com/-- has developed a technology  
platform that allows it to offer a portfolio of solutions to the
loyalty program industry.  Its business comprises Points.com, a
consumer loyalty program management portal, and a suite of
Ecommerce Services available to loyalty program operators. Its
business is conducted over the Internet.  Points.com is an online
loyalty program management portal, where consumers can earn, buy,
gift, share, swap and redeem miles and points with some of the
loyalty programs and retail partners.


PUBLIC SERVICE: S&P Assigns 'BB+' Rating on $350MM Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and a recovery rating of '1' to electric utility Public
Service Co. of New Mexico's $350 million senior unsecured notes,
indicating a very high (90%-100%) recovery in the event of payment
default.
     
At the same time, Standard & Poor's assigned its 'BB-' rating and
a recovery rating of '4' to PNM Resources Inc.'s $350 million
senior notes, indicating an average (30%-50%) recovery in the
event of payment default.
     
Both issues are drawdowns under existing shelf filings.  Proceeds
are expected to be applied to existing debt obligations.  The
existing ratings are affirmed.  The outlook is stable.
     
Current ratings on PNMR and its utility affiliates reflect recent
difficulties in operational and financial performance.  PNMR's
business risk profile is deemed satisfactory and its financial
profile is deemed highly leveraged in light of ongoing challenges.  
Management's ability to improve operational efficiency and stem
further deterioration in financial performance is incorporated
into the current ratings and outlook.
     
Disclosure of a substantial speculative trading loss of
$47 million pretax at PNMR's unregulated unit, First Choice Power,
highlights management's ineffectiveness and lack of attention 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, contributes to a weaker credit profile for PNMR.
     
New Mexico regulators recently granted $34.4 million of the
company's $76.9 million general rate case request, which was filed
14 months ago.  The company also faces an important regulatory
decision regarding its application for an emergency fuel clause.  
Settlement discussions stalled in April and hearings are scheduled
to begin May 12, 2008.  How the company manages its relationship
with the New Mexico Public Regulation Commission is an important
driver of future credit quality, especially in light of the
company's capital needs and commodity price exposure.  Successful
resolution of this filing would aide cash flow and coverage
metrics.
     
The pending sale of PNM's regulated natural gas operations to
Continental Energy Systems for $620 million is subject to
regulatory approval, and the companies are targeting a sale to be
complete by January 2009.  S&P expect proceeds from the sale to
reduce the total level of indebtedness at the firm.
     
The stable outlook incorporates expectations of tighter risk
controls and management practices for PNMR and its utility
affiliates.
     
"Ratings stability is also dependent on management's ability to
advance its regulatory agenda in a constructive manner, meet it
debt maturities, fund its capital program, stem further
deterioration in financial metrics, and maintain adequate
liquidity," said Standard & Poor's credit analyst Antonio
Bettinelli.
     
Given the operational challenges the firm faces, its strained
financial condition, and 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.


RACE POINT: S&P Lifts Rating on Three Note Classes to BB from BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the A-2,
B-1, B-2, C, D-1, D-2, D-3 notes and affirmed its rating on the
A-1 notes issued by Race Point CLO Ltd., a high-yield arbitrage
collateralized loan obligation managed by Sankaty Advisors LLC.
     
The raised ratings reflect factors that have positively affected
the credit enhancement available to support the notes, including
paydowns of $148.296 million (45.4%) to the class A-1 notes since
the end of the reinvestment period in May 2007.  According to the
latest available trustee report, dated March 31, 2008, the class A
overcollateralization ratio was 141.19%, compared with a trigger
of 115.6% and a reported ratio of 125.63% on the transaction's
effective date.  The March trustee report also noted that the
class B, C, and D overcollateralization ratios were 129.76%,
120.86%, and 112.75%, compared with their respective triggers of
111.0%, 106.1%, and 102.0%.
   

                          Ratings Raised

                        Race Point CLO Ltd.

                    Rating                       Balance
                    ------                       -------
      Class       To      From           Original      Current
      -----       --      ----           --------      -------
      A-2         AAA     AA-          $71,000,000   $71,000,000
      B-1         AA      A-           $10,000,000   $10,000,000
      B-2         AA      A-           $12,000,000   $12,000,000
      C           BBB+    BBB          $20,000,000   $20,000,000
      D-1         BB      BB-          $15,500,000   $15,500,000
      D-2         BB      BB-           $2,000,000    $2,000,000
      D-3         BB      BB-           $3,500,000    $3,500,000

                         Rating Affirmed

                       Race Point CLO Ltd.

                                                Balance
                                                -------
      Class       Rating                 Original     Current
      -----       ------                 --------     -------
      A-1         AAA                 $327,000,000  $178,703,000


REMINGTON ARMS: S&P Lifts Corporate Credit Rating to B from B-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
its corporate credit rating, on Madison, North Carolina-based
Remington Arms Co. Inc. to 'B' from 'B-'.  The firearms and
ammunition manufacturer had $226 million of pro forma debt as of
Dec. 31, 2007.  The outlook is stable.
     
"The upgrade reflects strengthening credit measures resulting from
recently better operating performance," said Standard & Poor's
credit analyst Hal F. Diamond, "and modest debt reduction since
its 2007 acquisition by an affiliate of Cerberus Capital
Management L.P."


RH DONNELLEY: S&P Chips Corporate Credit Rating to B+ from BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on R.H. Donnelley Corp. to 'B+' from 'BB-'.  The rating
outlook is stable.
     
At the same time, S&P assigned its issue-level and recovery
ratings to RHD subsidiary Dex Media West LLC's proposed
$1.2 billion senior secured credit facility and to the proposed
senior unsecured notes of up to $488.4 million to be issued by RHD
subsidiary R.H. Donnelley Inc.  S&P rate the Dex West credit
facility 'BB' with a recovery rating of '1', indicating the
expectation for very high (90% to 100%) recovery in the event of a
payment default.  The RHDI notes are rated 'B+' with a recovery
rating of '4', indicating the expectation for average (30% to 50%)
recovery in the event of a payment default.

Upon closing, the proposed Dex West facilities will repay
outstanding credit facility balances at that entity plus fees and
expenses, and eliminate more than $700 million in previously
scheduled amortization payments in 2009.  The proposed RHDI notes
will be issued to complete an exchange offer of up to $700 million
in notes at parent company RHD for about $490 million in notes at
RHDI.  In conjunction with the proposed RHDI notes exchange, the
company will amend its RHDI credit facility to permit the debt-
for-debt exchange, address credit facility covenant step-downs
later in 2008, and extend the RHDI revolver tenor by 1.5 years.
     
"The downgrade of the RHD corporate credit rating in part reflects
concerns over a slowing economy's negative impact on 2008
operating performance at a time when the company has limited
flexibility in its highly leveraged financial profile at the prior
rating level," said Standard & Poor's credit analyst Emile
Courtney.  "In addition, while we believe RHD's satisfactory
business profile will continue to benefit from its incumbent
market positions, high cash flow generation, and geographic and
customer diversity, we have moderately lowered our view of RHD's
business profile related to uncertainties surrounding the
company's ability to return to stable EBITDA and cash flow
generation over the intermediate term. We believe RHD may face
sales declines in the low-single-digit percentage area over the
next two years, and may be challenged to stabilize EBITDA and free
cash flow generation over that time period."
     
RHD is a holding company with no direct operations.  There is debt
at RHD, as well as at subsidiaries RHDI, Dex Media Inc., Dex Media
East LLC, and Dex Media West LLC.  While there are different
financial profiles with separate financing structures at the
various entities, the operations are managed as one company by the
same senior management team, and S&P take a consolidated approach
in assessing the corporate credit rating on the company.


SHARPER IMAGE: Court Approves Financing Agreement with AICCO
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
Premium Finance Agreement that Sharper Image Corp. entered with
AICCO, Inc. to fund its workers compensation program.

Under the laws of the various states in which it operates, Sharper
Image is required to maintain workers' compensation coverage
for its employees for claims arising from or related to their
employment.

To comply with the requirement, the Debtor maintained a Workers'
Compensation Program with Chubb/Federal Insurance Company from
April 1, 2007 through March 31, 2008.  Thereafter, the Debtor
renewed its Workers' Compensation Program with Chubb on April 1,
2008.  The new insurance policy with Chubb will expire on March
31, 2009.  The premium due under the New Policy is $724,897, and
the amount is due in full by May 15, 2008.

In light of the amount of the premium relative to the Debtor's
current budget and availability under its postpetition financing
facility, the Debtor believes that it would be advisable to
conserve its liquidity and finance the payment of the Premium
under a financing agreement with AICCO, Inc.

After arm's-length negotiations in which both parties discussed
the terms of the financing of the Premium, the Debtor and AICCO
determined to enter into a Premium Finance Agreement, disclosure
statement, and security agreement, pursuant to which AICCO has
agreed to finance a portion of the Premium payable by the Debtor
pursuant to the New Policy on a secured basis.  Furthermore, the
Debtor will finance $471,250 under the Financing Agreement.

Pursuant to terms of the Financing Agreement, the Debtor is
required to:

     (i) make a cash down payment of $253,646,

    (ii) pay interest on borrowings at an annual percentage rate
         of 5.25%,

   (iii) starting on May 1, 2008, repay the amount borrowed in
         seven equal monthly installments, each for $68,504, and

    (iv) pay AICCO a total finance charge of $8,238.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, related that under the Financing
Agreement, the Debtor will grant AICCO a security interest in all
unearned or returned premiums and other amounts which may become
due to the Debtor in connection with the New Policy.  

The Debtor is unable to finance the payment of the Premium on an
unsecured basis, and AICCO is unwilling to provide financing
other than on a secured basis, Mr. Kortanek explained.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


SHARPER IMAGE: Stay Lifted to Let American Express End Promo
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted a
request by American Express Travel Related Services Company, Inc.,  
to lift the automatic stay to allow it to terminate its Rewards
Participant Agreement with Sharper Image Corporation.   

William J. Burnett, Esq., at Flaster/Greenberg P.C., in
Wilmington, Delaware, related that on January 1, 2001, the Debtor
and American Express entered into the Reward Participant
Agreement wherein:

     (i) American Express will promote Rewards provided by the
         Debtor to all its Cardmembers, which Rewards include $25
         Gift/Rewards and $50 Gift/Rewards for the Debtor;

    (ii) the Debtor is required to disclose any material
         restrictions on the ability of the Cardmembers to use or
         redeem the Rewards; and

   (iii) the Debtor cannot impose restrictions on the Rewards
         that were not originally set in the Agreement.   

Mr. Burnett explained that in the Debtor's request to Honor
Prepetition Customer Programs, the Debtor made clear that it will
not honor the Reward Participant Agreement including the Gift
Cards provided to American Express under the Agreement.  On a
Court-approved Supplemental Motion, the Debtor was granted
authorization to honor the Gift Certificates provided that a
customer purchases goods that are worth at least 200% of the
amount of the Gift Certificate.  

Mr. Burnett arguedthat the Debtor's imposition of a new
restriction, that is strictly forbidden, constitutes a material
breach of the Reward Participant Agreement and precluded the
ability of the American Express customers to redeem the
designated Rewards.

According to Mr. Burnett, American Express believes that the
Debtor's actions are imposing new burdens on American Express
customers, which in turn will likely tarnish the positive
goodwill of American Express brand associated with its customers
participating in the  Program and the overall value of the
Rewards.  

"American Express will face significant pressures as its
customers seek reimbursement for Gift Cards that are worth less
than they bargained for," Mr. Burnett disclosed.

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).   


SHARPER IMAGE: Hearing on Bid to Restrict Equity Trades Set May 14
------------------------------------------------------------------
Sharper Image Corp. seeks the authority of the U.S. District Court
for the District of Delaware to (i) establish procedures to
protect the potential value of its net operating tax loss
carryforward amounts, and (ii) notify all holders of its stock and
claims via a notice.

The Debtor estimates that it has NOLs in excess of $200,000,000.  
In addition, the Debtor has substantial tax basis in its assets
that exceeds the implied value of its assets based on its current
market capitalization.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, relates that the Debtor's NOLs may
be valuable assets of its estate because the Internal Revenue
Code of 1986, as amended, generally permits corporations to carry
forward NOLs to offset future income.  Depending on future
operating results and potential asset dispositions, and absent
any intervening limitations prior to the effective date of a
Plan, the NOLs may reduce the Debtor's future U.S. federal income
tax liability, Mr. Kortanek adds.

Mr. Kortanek states that the ability of Sharper Image to use its
NOLs for future tax deductions as attributable to its substantial
tax basis is subject to certain statutory limitations.  Section
382 of the Tax Code limits a corporation's use of its NOLs and
certain other tax attributes to offset future income after that
corporation has undergone a change of ownership.

"A section 382 change of ownership prior to the effective date of
a Plan would effectively eliminate Sharper Image's ability to use
its NOLs and certain other tax attributes, thereby resulting in a
significant loss of value," Mr. Kortanek said.  Section 382,
however, significantly relaxes the restrictions on the use of
NOLs and certain other tax attributes when a change of ownership
occurs pursuant to a confirmed Plan.

To preserve the potential value of the estate's NOLs, the Court
approved, on an interim basis, certain restrictions and
notification requirements which will apply to the trading of the
Debtor's stock.  The restrictions and notification requirements
include:

   (a) any person or entity who owns at least 4.75% of the
       Debtor's Stock will serve on the Debtor and its attorneys
       a notice containing the ownership information, on or
       before the date that is the later of (i) 20 days after the
       entry of a Court-order, or (ii) 20 days after that person
       or entity becomes the owner of 4.75% or more of the
       Debtor's Stock.

   (b) pursuant to Sections 105(a) and 362 of the Bankruptcy
       Code, these persons and entities are stayed, prohibited,
       and enjoined:

       * in the case of a person or entity who does not own any
         of the Debtor's Stock, or who owns less than 4.75%, from
         purchasing, acquiring, or otherwise obtaining ownership  
         of an amount of the Debtor's stock which, when added to
         that person's or entity's total ownership of the stock,
         would equal or exceed 4.75% of the Debtor's stock; and

       * in the case of a person or entity who owns at least
         4.75% of the Debtor's stock, from purchasing, acquiring,
         or otherwise obtaining ownership of any additional
         shares of the Debtor's stock.

   (c) under Sections 105(a) and 362 of the Bankruptcy Code, each  
       and any Substantial Equityholder as of April 17, 2008, is
       stayed, prohibited, and enjoined, from selling or
       otherwise making any disposition of any shares of the
       Debtor's stock except as herein provided:

       * at least 15 calendar days prior to the proposed date of
         any disposition of any stock by a Substantial
         Equityholder, the Substantial Equityholder must file
         with the Court and serve on the Debtor's and its counsel
         a notice of intent to dispose of the stock.

       * the Debtor will have 15 calendar days after the filing
         of an Equity Disposition Notice to file with the Court,
         and serve on a Proposed Equity Transferor, an objection
         to any proposed disposition of the Debtor's stock.        

The Court also gave interim approval of certain restrictions and
notification requirements, which will apply to the trading of
claims against the Debtor.  The restrictions and notification
requirements include:

   (a) any person or entity who currently is or becomes a        
       substantial claimholder will file with the Court, and
       serve on the Debtor and its attorneys a notice of the
       status within 15 calendar days of the later of (i) the
       entry of the Court-order, and (ii) the date on which the
       person or entity becomes a Substantial Claimholder.  A  
       Substantial Claimholder is a person or entity that
       beneficially owns an aggregate principal amount of claims
       against the Debtor, or any entity controlled by a person
       or entity through which the person or entity beneficially
       owns claims against Sharper Image, equal to or exceeding
       $3,000,000.

   (b) except to the extent necessary to respond to a Proposed
       Claims Acquisition Transaction, or to the extent that the
       information contained is already public, the Debtor will
       keep all notices strictly confidential and will not
       disclose the identity of any person filing the notice to
       any other person or entity.  However, the Debtor may
       disclose the identity of any person to its attorney and
       professional financial advisors and the attorneys and
       professional financial advisors to the Statutory Creditors
       Committee, each of whom will keep all notices strictly
       confidential.

   (c) except as otherwise provided in the Court-approved
       restrictions and notification requirements, at least 15
       calendar days prior to the proposed date of any transfer
       of claims that would result in an increase in the amount
       of aggregate principal claims beneficially owned by a
       Substantial Claimholder or would result in a person or
       entity becoming a Substantial Claimholder, the person,
       entity, or Substantial Claimholder must file with the
       Court and serve on the Debtor and its attorneys a notice
       of intent to purchase, acquire or otherwise accumulate a
       claim.

   (d) the Debtor will have 15 calendar days after the filing of
       a Claims Acquisition Notice to file with the Court, and
       serve on a Proposed Claims Transferee an objection to any
       proposed transfer of claims.

Until further Court-order to the contrary, any acquisitions,
dispositions, or trading in violation of the restrictions will be
null and void ab initio as an act in violation of the automatic
stay.

Any person or entity acquiring or disposing of stocks or claims
against the Debtor in violation of the restrictions will be
subject to sanctions as the Court may consider appropriate.

The Debtor will take reasonable efforts to publish on the
Bloomberg newswire service a notice informing potential
purchasers that claims are subject to the provisions of the
Interim Order and that holders of claims could be required to
sell or otherwise transfer them.

The Debtor will serve notice of the entry of the Interim Order to
(i) the United States Trustee for the District of Delaware, (ii)
the attorneys for the Statutory Creditors Committee, (iii) the
attorneys of Wells Fargo Retail Finance, LLC, as prepetition and
postpetition secured lender to the Debtor, (iv) all other parties
in interest entitled to notice in the Chapter 11 case, (v) any
transfer agents for the Debtor's stocks, and (vi) parties who
file notices of transfers of claims under Bankruptcy Rule
3001(c)(i) to the extent the parties have not previously been
served with the interim procedures notice, provided that the
Interim Procedures Notice will be sent to the parties at the end
of the month.

The Debtor will post the Interim Procedures Notice on the Web
site of Kurtzman Carson Consultants, LLC.  Moreover, the Debtor
will submit a notice of the entry of the Interim Order for
publication on the Bloomberg newswire service and arrange for
publication of the notice in national editions of The Wall Street
Journal and The New York Times.

The Court will convene a final hearing on May 14, 2008, to
consider final approval of the request.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).    


SIRVA INC: Discloses New Directors After Plan Confirmation
----------------------------------------------------------
Sirva Inc. and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of New York a revised
disclosure pursuant to Section 1129(a)(5) of the Bankruptcy Code,
in connection with the appointment of the Reorganized Debtors'
Executive Directors and Officers.

As reported by the Troubled Company Reporter on May 8, 2008, the
Honorable James M. Peck approved the Debtors' pre-packaged Chapter
11 Plan of Reorganization, clearing the way for SIRVA and its
subsidiaries to emerge from Chapter 11 in short order.

According to the Debtors, after confirmation of their First
Amended Plan Prepackaged Joint Plan of Reorganization, each of
the Reorganized Debtors will have the same incumbent board of
directors and managers, as well as the same officers, as in
effect.  

On the next business day following the Effective Date of the
Plan, the existing board of directors of SIRVA, Inc., SIRVA
Worldwide, Inc., and North America Van Lines, Inc., will be
removed and replaced with:

   (a) Kevin I. Dowd, chairman and managing principal of Berkeley
       Square Advisors;

   (b) Douglas C. Laux, chief financial officer of Remy
       International;

   (c) Frances M. Scricco, president of Avaya Global Services and
       Avaya, Inc.;

   (d) Jeffrey A. Sell, former managing director of J.P. Morgan
       Chase;

   (e) Mark Sotir, managing director of Equity Group Investments;

   (f) Anthony DiSimone, managing partner of Aurora Resurgence
       Management Partners LLC; and

   (g) Robert W. Tieken, president and chief executive officer of
       SIRVA, Inc., SIRVA Worldwide, Inc., and North America Van
       Lines, Inc.

Moreover, the Reorganized Debtors will have nine individuals to
serve as officers of SIRVA, Inc., SIRVA Worldwide, Inc., and
North America Van Lines, Inc., after the confirmation of the
Plan:

   (a) Robert W. Tieken, president and chief executive officer;

   (b) James J. Bresingham, senior vice-president and chief
       executive officer;

   (c) Timothy Callahan, senior vice-president for global sales;

   (d) Douglas V. Gathany, treasurer, and senior vice-president
       for investor relations;

   (e) Rene C. Gibson, senior vice-president for human resources;

   (f) Michael B. MacMahon, president of Global Relocation
       Services;

   (g) Daniel F. Mullin, chief accounting officer;

   (h) Eryk J. Spytek, senior vice-president, general counsel,
       and secretary; and

   (i) Michael T. Wolfe, president of Moving Services North
       America.

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.  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.  
The Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.

(Sirva Inc. Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).  


SIRVA INC: DIP Deal Amendment Allows Share Sale to Picot, Irving
----------------------------------------------------------------
Eryk J. Spytek, senior vice-president, general counsel and
secretary of SIRVA, Inc., disclosed in a regulatory filing with
the Securities and Exchange Commission dated March 27, 2008, that
Sirva and its debtor-affiliates; JPMorgan Chase Bank, N.A., as the
administrative agent; J.P. Morgan Securities Inc., as sole lead
arranger and sole bookrunner; and a syndicate of financial
institutions, entered into a first amendment of the Credit and
Guarantee Agreement dated February 6, 2008.

As reported by the Troubled Company Reporter on March 5, 2008, the  
U.S. Bankruptcy Court for the Southern District of New York
approved, on a final basis, the debtor-in-possession credit
facility of the Debtors, allowing them to obtain up to
$150,000,000 of postpetition financing, to provide for the
Debtors' working capital, and for other general corporate
purposes.

The Amendment, dated March 21, 2008, amended certain terms and
conditions of the DIP Agreement by and among the Debtors,
JPMorgan Chase, J.P. Morgan Securities, and the DIP Lenders.

Among other matters, the Amendment permits the Debtors to
consummate the agreement to sell 100 shares of SIRVA Group
Holdings Limited and 14,000,000 shares of SIRVA Ireland Limited,
pursuant to a share purchase agreement, with Picot Limited and
Irving Holdings Limited, dated March 2, 2008.

A full-text copy of the First Amendment to the DIP Agreement is
available for free at:

   http://www.sec.gov/Archives/edgar/data/1181232/000110465908020
376/a08-8999_1ex10d1.htm

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.  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.  
The Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.

(Sirva Inc. Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).  


SIRVA INC: Files Motion to Extend Removal Period to Sept. 5
-----------------------------------------------------------
Pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy
Procedure, SIRVA, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
the period within which they may remove actions pending on the
Petition Date, to and including September 5, 2008.

Rule 9027 of the Federal Rules of Bankruptcy Procedure sets forth
the time periods for the filing of notices to remove claims or
causes of action.  Specifically, it provides that with respect to
pending claims or causes of action as of the Petition Date, a
notice of removal may be filed only within:

   (a) 90 days after the order for relief in the case,

   (b) 30 days after entry of an order terminating a stay under
       Section 362 of the Bankruptcy Code, or

   (c) 30 days after a trustee qualifies in the Chapter 11 case,
       but not later than 180 days after the order for relief.

Rule 9006 permits the court to extend the period provided by Rule
9027, provided that a request for extension is made before the
applicable deadline.

Marc Kieselstein, P.C., at Kirkland and Ellis LLP, in Chicago,
Illinois, tells Judge James M. Peck that the Debtors are currently
involved in more than 130 civil actions.  The Debtors have been
focused on the confirmation of their Prepackaged Plan since the
Petition Date, and have not yet completed their review and
analysis of the Actions, to ascertain which Actions should be
removed.

The Debtors anticipate that the Court will confirm the Amended
Plan, and they will emerge from bankruptcy shortly.  However,
since confirmation has not occurred yet, the Debtors seek an
extension of the time to remove the Civil Actions.

Mr. Kieselstein assures the Court that the Debtors' adversaries
will not be prejudiced by the extension, and those parties may
seek to have their Action remanded.

The Court will convene a hearing on May 20, 2008, at 10:00 a.m.,
to consider the Debtors' request.

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.  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.  
The Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.

(Sirva Inc. Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).  


SPECTRUM BRANDS: March 30 Balance Sheet Upside-Down by $232.9MM
---------------------------------------------------------------
Spectrum Brands Inc. announced Tuesday financial results for its
second fiscal quarter ended March 30, 2008.

At March 30, 2008, the company's consolidated balance sheet showed
$3.3 billion in total assets and $3.5 million in total
liabilities, resulting in a $232.9 million total stockholders'
deficit.

The company reported a net loss of $111.7 million on net sales of
$647.1 million for the quarter ended March 30, 2008.  This
compares with a net loss of $237.5 million on net sales of
$634.5 million during the second quarter of fiscal 2007.

Spectrum Brands' net sales in the current quarter represented a
2.0% increase from the prior year, after excluding the Canadian
division of the Home and Garden business, which the company sold
in November 2007.  The company said that the increase primarily
reflects strong double digit growth in the company's personal care
and companion pet supply product lines.

Favorable foreign currency contributed $27.0 million, or 4.0% to
net sales.  Partially offsetting the positive trends were lower
sales in consumer batteries and men's electric shaving and
grooming in North America.  Additionally, the company said that
its Home & Garden division saw a later than normal start to its
peak selling season this year, delaying some expected revenues
into the third quarter.

                         Adjusted EBITDA

Adjusted EBITDA, a non-GAAP measurement, was $66.2 million as
compared with $54.0 million in the second quarter of the prior
year, a 23.0% improvement.  For the latest twelve months, adjusted
EBITDA is $296.3 million and has increased 26.0% compared to one
year ago.

"This marks the fourth consecutive quarter of double digit growth
in adjusted EBITDA.  This level of performance reflects the very
strong focus and commitment our team has to drive profitable
growth in this business," said Kent Hussey, chief executive
officer.  "I'm pleased with the progress we're making.  Despite a
sluggish U.S. economy, continuing tight inventory controls at
retailers and rising input costs, our teams have worked hard to
make the necessary changes to improve the efficiency and
profitability of this business."

                  Gross Profit and Gross Margin

Gross profit and gross margin for the quarter were $234.6 million
and 36.3%, respectively, versus $223.8 million and 35.3% for the
same period last year.  Within cost of sales, the company incurred
restructuring and related charges of approximately $200,000 this
quarter related to headcount reductions taken as part of its 2007
global realignment and $6.7 million in the second quarter of 2007.
Also, within cost of sales this quarter was $4.7 million in
depreciation related to the Home & Garden segment that was not
present last year.

                        Operating Expenses

The current quarter's operating expenses were $222.9 million as
compared with $420.3 million in operating expenses in the same
quarter last year.  Included in this year's operating expenses
were $15.8 million of additional depreciation and amortization,
$13.2 million for a non-cash intangibles impairment related to
trade names in the Home & Garden segment and $5.2 million in
restructuring and related charges.  In the second quarter of
fiscal 2007, operating expenses included a non-cash charge of
$214.0 million for a goodwill impairment and $11.2 million in
restructuring and related charges.

                         Operating Income

Spectrum generated second quarter operating income and operating
margin of $11.7 million and 1.8%, respectively, versus an
operating loss of $196.5 million in the same period last year.

                         Interest Expense

Interest expense was $58.3 million compared to $85.2 million in
the same period last year.  2007 interest expense included a
prepayment premium of $11.6 million associated with the
refinancing of the company's senior credit facility and the write-
off of debt issuance costs of $24.6 million, accounting for the
variance from this quarter's interest expense.

                   Income Tax Expense/Benefit

Tax expense recorded during the quarter was $66.3 million versus a
tax benefit of $45.9 million in the same period last year.  The
tax expense in the current quarter included a $51.9 million
expense related to increasing the company's valuation allowance
against the net deferred tax asset of its Home & Garden segment
necessitated as a result of the reclassification of the segment
from discontinued operations to continuing operations.  

In addition, similar to the first quarter of 2008, the company
recorded an expense in the quarter to increase its valuation
allowance against its U.S. federal net deferred tax asset of its
remaining business segments to reserve for the possibility that
the deferred tax assets will not be realized.

                     Senior Credit Facilities

During the second quarter of fiscal 2007, the company refinanced
its outstanding senior credit facilities with new senior secured
credit facilities pursuant to a new senior credit agreement
consisting of a $1.0 billion Term B Loan facility, a
$200.0 million Term B II Loan facility, a EUR262.0 million Term
Loan facility, and a $50.0 million synthetic letter of credit
facility.  

On Sept. 28, 2007, as provided for in the senior credit agreement,
the company entered into a $225.0 million Asset Based Revolving
Loan Facility pursuant to a new credit agreement.  The ABL
facility replaced the U.S. Dollar Term B II Loan, which was
simultaneously prepaid using cash on hand generated from the
company's operations and available cash from prior borrowings
under its senior credit agreement in connection with the above-
referenced refinancing.  

As a result of the prepayment of the U.S. Dollar Term B II Loan,
under the terms of the ABL credit agreement and borrowings under
the ABL facility during the first half of fiscal 2008, as of
March 30, 2008, the company had aggregate borrowing availability
of approximately $37.0 million, net of lender reserves of
$32.0 million and outstanding letters of credit of $3.0 million,
under the ABL facility.

During the six month period ended March 30, 2008, the company  
prepaid $19.0 million of term loan indebtedness under its senior
credit agreement with borrowings under the ABL facility and net
proceeds from the sale of the Canadian division of the Home and
Garden Business.

At March 30, 2008, the aggregate amount outstanding under the
senior credit facilities totaled a U.S. Dollar equivalent of
$1.6 billion, including principal amounts of $984.0 million under
the U.S. Dollar Term B Loan, EUR258.0 million under the Euro
Facility and $153.0 million under the ABL Facility, including
$3.0 million in letters of credit.  

                    Senior Subordinated Notes

At March 30, 2008, the company had outstanding principal of
$700.0 million under the 7 3/8% Senior Subordinated Notes due
2015, outstanding principal of $3.0 million under the 8 1/2%
Senior Subordinated Notes due 2013, and outstanding principal of
$347.0 million under the Variable Rate Toggle Senior Subordinated
Notes due 2013.  

As of March 30, 2008, the company was in compliance with all
covenants under the Senior Subordinated Notes and the respective
indentures.  The company, however, is subject to certain
restrictions under the terms of the respective indentures because,
due to significant restructuring charges and reduced business
performance, it does not currently satisfy the Fixed Charge
Coverage Ratio test of 2:1 under each of the indentures.  

Until the test is satisfied, the company and certain of its
subsidiaries are limited in its ability to make significant
acquisitions or incur significant additional senior credit
facility debt beyond the Senior Credit Facilities.  

Full-text copies of the company's consolidated financial
statements for the quarter ended March 30, 2008, are available for
free at http://researcharchives.com/t/s?2bac

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of  
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect control
products, personal care products and portable lighting.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2008,
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Georgia-based Spectrum Brands Inc. to developing from negative.  
At the same time, Standard & Poor's affirmed all of its ratings on
Spectrum Brands, including the company's 'CCC+' corporate credit
rating.


TEXAS INTERNATIONAL: Fitch Withdraws 'Bq' Q-IFS Rating
------------------------------------------------------
Fitch Ratings has withdrawn its quantitative insurer financial
strength ratings on various life insurance companies that no
longer meet Fitch's criteria to be eligible to receive a Q-IFS
rating.

These ratings are withdrawn by Fitch:

Capital Reserve Life Insurance Company (NAIC Code 61573)
  -- Q-IFS 'Bq'.

Texas International Life Insurance Company (NAIC Code 86169)
  -- Q-IFS 'Bq'.


TOM'S FOODS: PBGC to Meet With Members of Company's Pension Plan
----------------------------------------------------------------
Pension Benefit Guaranty Corporation representatives will meet
with workers and retirees covered by the Tom's Foods Pension Plan
on May 14 and 15, 2008, to explain the federal pension program and
answer questions.

PBGC took over the plan on June 28, 2007, and continued
uninterrupted payment of benefits to retirees.  The plan covers
almost 3,000 workers and retirees and is underfunded by $43
million.  PBGC uses its insurance funds to make up the shortfall
and guarantees to pay benefits as promised by the plan up to the
maximum allowed by law.

The meetings will be held at the Columbus Georgia Convention &
Trade Center, located at 801 Front Avenue in Columbus, Georgia, on
these dates:

   Date        Time                      Employee Group
   ----        -----                     --------------
May 14, 2008   7:00 p.m.-  8:00 p.m.     Salaried Participants
                                         including Over-the-Road-
                                         Truck Drivers
                                         Participants

May 15, 2008   10:00 a.m. - 11:00 a.m.   Hourly Participants
May 15, 2008    7:00 p.m. -  8:00 p.m.   Hourly Participants

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in more than 30,000 private-
sector defined benefit pension plans.  The agency receives no
funds from general tax revenues.  Operations are financed largely
by insurance premiums paid by companies that sponsor pension plans
and by investment returns.

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  When the Debtor filed for protection
from its creditors, it listed total assets of $93,100,000 and
total debts of $79,091,000.  In 2005, substantially all the assets
of Tom's Foods Inc. were sold to Lance Inc. for $37.9 million.


TRIBECA PARK: Moody's Assigns Ba2 Rating on $10MM Class D Notes
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Tribeca Park CLO Ltd.:

(1) Aaa to the U.S. $285,700,000 Class A-1 Senior Secured Floating
Rate Notes due 2020;

(2) Aa2 to the U.S. $25,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2020;

(3) A2 to the U.S. $15,000,000 Class B Senior Secured Deferrable
Floating Rate Notes due 2020;

(4) Baa2 to the U.S. $12,500,000 Class C Senior Secured Deferrable
Floating Rate Notes due 2020; and

(5) Ba2 to the U.S. $10,000,000 Class D Secured Deferrable
Floating Rate Notes due 2020.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Bank Loans,
Participation Interests and Synthetic Securities due to defaults,
the transaction's legal structure and the characteristics of the
underlying assets.

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


TRIBUNE CO: Cablevision Likely Winner; News Corp. Withdraws Bid
---------------------------------------------------------------
News Corp. dropped its bid for Tribune Company's Newsday, leaving
Cablevision Systems Corp. the likely victor of the auction for the
Tribube Company's Newsday, various reports say citing a News Corp.  
spokesman.

The Troubled Company Reporter said Friday News Corp. chairman
Rupert Murdoch indicated that he's close to clinching a deal to
acquire Tribune's Long Island daily.

Various reports relate that News Corp. was reluctant to raise its
bid to match or exceed the $650 million bid of Cablevision.  

Reports state that News Corp. tendered $580 million for Newsday
and had entered in an informal agreement to acquire the paper.  
New York Daily News owner Mortimer Zuckerman also bid $580 million
for the newspaper but it wasn't clear whether he would submit a
higher offer, reports note.

Several reports indicate that News Corp. finds it unreasonable to
match Cablevision's offer, especially after further declines in
Tribune Co.'s newspaper earnings.

If successful, Cablevision will have control of Newsday and
related assets, including the free New York City newspaper amNew
York, The Wall Street Journal says.  The deal, according to WSJ,
is expected to be structured as a joint venture for tax reasons,
and would leave Tribune with a small stake in Newsday.

According to WSJ, some reports in recent days had said
Cablevision's offer actually was valued at somewhat less than it
appeared because it included Newsday real estate while the other
two didn't.  However, the current deal with Cablevision doesn't
include real estate, either, a source told WSJ.

                     About News Corporation

Headquartered in New York City, News Corporation (NYSE:NWS.A) --
http://www.newscorp.com/-- is a diversified entertainment company   
with operations in eight industry segments, including Filmed
Entertainment; Television; Cable Network Programming; Direct
Broadcast Satellite Television; Magazines and Inserts; Newspapers;
Book Publishing, and Other.  

                    About Tribune Company

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

                          *     *     *

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


TRIBUNE CO: March 30 Balance Sheet Upside-Down By $2 Billion
------------------------------------------------------------
Tribune Company's balance sheet at March 30, 2008, showed total
assets of $12.9 billion and total liabilities of $14.6 billion
resulting in a total shareholders' deficit of about $1.7 billion.

Tribune Company, in a press statement, reported earnings from
continuing operations of $1.82 billion for quarter ended March 30,
2008, compared with $11 million in the first quarter of 2007.  

The first quarter 2008 operating results included a favorable non-
cash income tax adjustment of $1.86 billion related to the
elimination of essentially all of the company's net deferred tax
liabilities due to the company's change in tax status at the
beginning of the year to a subchapter S corporation.  

The company reported a loss from continuing operations before
income taxes of $30 million in the first quarter of 2008 compared
with income from continuing operations before income taxes of
$31 million in the first quarter of 2007.

First quarter 2008 and 2007 results from continuing operations
included these:

   -- A pretax charge of $63 million for severance and special
      termination benefits in the 2008 quarter, compared with a
      pretax charge of $1 million in the 2007 quarter.
     
   -- A pretax charge of $8 million for stock-based compensation
      related to the company's new management equity incentive
      plan in the 2008 quarter, compared to $18 million of stock-
      based compensation expense in the 2007 quarter.
     
   -- A pretax gain of $83 million in the 2008 quarter related to
      the sale of the real estate and related assets of the
      company's studio production lot located in Hollywood,
      California.
     
   -- An after-tax non-operating gain of $1.93 billion in the 2008
      quarter, which includes the income tax adjustment related to
      the company's change in tax status to a subchapter S
      corporation, compared with an after-tax non-operating loss
      of $57 million in the 2007 quarter.

"As we stated on our call in April, print ad revenues continue to
be challenged by the weak economy's impact on real estate and
classified advertising," Sam Zell, Tribune's chairman and chief
executive officer, commented.  "Broadcasting operating results are
notably more stable.  This business segment is tracking ahead of
2007 and it is outperforming the industry average.  We continue to
make significant progress on our strategy to transform operations,
and to realize the full value of the company's unparalleled
brands."

Tribune's 2008 first quarter operating revenues decreased 8% or
$95 million, to $1.1 billion.  Consolidated cash operating
expenses were down 6% or $56 million.  In the first quarter of
2008, cash operating expenses included a gain of $83 million
related to the sale of the company's studio production lot located
in Hollywood, California and a charge of $63 million, which
included $39 million for severance and $24 million for special
termination benefits.

The special termination benefits will be provided through enhanced
pension benefits payable by the company's pension plan.  Operating
cash flow decreased 16% to $200 million from $239 million, while
operating profit declined 21% to $143 million from $182 million.

According to Bloomberg, revenues from the company's other sectors
were:

   -- Publishing revenue was $823 million, an 11% decline from a
      year earlier;  

   -- Newspaper advertising sales fell 15% as classified revenue
      dropped 27%; and

   -- Broadcast revenue rose 3% to $292 million.

In a press statement, the company stated that its corporate
expenses for the 2008 first quarter increased to $28 million from
$20 million in the first quarter of 2007 due to a charge of
$17 million for severance and special termination benefits,
partially offset by a $6 million decrease in stock-based
compensation.

Interest expense for the 2008 first quarter increased to
$263 million from $83 million in the first quarter of 2007 due to
higher debt levels.  

Debt was $12.6 billion at the end of the 2008 first quarter and
$5.0 billion at the end of the 2007 first quarter.  The increase
was due to financing the going-private transaction in 2007.  Cash
and cash equivalents was $247 million at the end of the 2008 first
quarter and $182 million at the end of the 2007 first quarter.

Capital expenditures were $23 million in the first quarter of
2008.

Bloomerg relates that Tribune is selling assets including the
Chicago Cubs baseball team and Newsday of Long Island, New York,
to repay $1.85 billion in debt maturing by the end of 2009.  

The company went private in December in a transaction led by real
estate investor Mr. Zell that raised its debt to about
$13 billion, Bloomberg adds.

                     About Tribune company

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

                          *     *     *

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


TROPICANA ENT: Obtains Interim OK to Use LandCo's Cash Collateral
-----------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates sought and
obtained interim authority from the U.S. Bankruptcy Court for the
District of Delaware to use the cash collateral, including the
Segregated Interest Funds, of the LandCo lenders.

The Debtors' prepetition secured indebtedness consists of two
senior secured financing facilities aggregating $1,740,000,000 --
one of which is a $440,000,000 secured financing facility that is
secured by substantially all of the assets of seven Debtors,
including cash collateral.

The LandCo Credit Agreement is by and among Debtor Tropicana Las
Vegas Resort and Casino, LLC, as borrower; certain other Debtors,
as guarantors; and Credit Suisse, Cayman Islands Branch, as sole
administrative agent and collateral agent.

The LandCo Debtors include Adamar of Nevada Corporation; Hotel
Ramada of Nevada Corporation; Tropicana Las Vegas Holdings, LLC;
Tropicana Development Company, LLC; Tropicana Enterprise
Partnership; Tropicana Las Vegas Resort and Casino, LLC; and
Tropicana Real Estate Company, LLC.

In addition, Debtors Tropicana Entertainment, LLC, and Tropicana
Finance Corporation issued approximately $960,000,000 in
unsecured notes, which are guaranteed by certain Debtors.

The LandCo Debtors relate that they have an urgent need to use
the LandCo Lenders' Cash Collateral to sustain their business as
a going concern.  Daniel J. DeFranceschi, Esq., at Richards,
Layton & Finger, P.A.,  in Wilmington, Delaware, the Debtors'
proposed counsel, asserts that the LandCo Debtors need the Cash
Collateral for, among other things, continuing the operation of
their business in an orderly manner; maintaining business
relationships with vendors, suppliers and customers; paying
employees; and satisfying other working capital and operational
needs.

The LandCo Lenders have consented to the LandCo Debtors' use of
Cash Collateral in the ordinary course of business in exchange
for the Debtors' providing adequate protection against any
diminution in value of the LandCo Lenders' interest in the
Prepetition Collateral.

The Debtors have also agreed to provide the LandCo Lenders with
various forms of adequate protection, including current cash
payment of interest, fees and expenses using certain Segregated
Interest Funds, superpriority administrative claims, replacement
liens and certain other protections.

The LandCo Debtors are authorized to use all Cash Collateral of
LandCo Lenders during the period from the Petition Date through
and including the earliest to occur of:

   (i) the date that is 60 days after the Petition Date; or

  (ii) the date upon which any of the events of default will have
       occurred and be continuing beyond any applicable grace
       period.

The Cash Collateral may be used for working capital and general
corporate purposes, in the ordinary course of business, and for
costs and expenses incurred in the LandCo Debtors' Chapter 11
cases, in accordance with the Interim Order.

The LandCo Debtors are not authorized to, and will not, use any
of the roughly $34,900,000, plus any accrued interest, deposited
with Bank of America, Account No. 005011657845 -- Segregated
Interest Account -- for any purpose other than payment of certain
Adequate Protection Payments.

The Court clarifies that the LandCo Debtors:

   (a) will use the Segregated Interest Funds to satisfy the
       Adequate Protection Payments, and not for any business
       purpose;

   (b) to the extent that the LandCo Debtors' aggregate cash
       balance for any month exceeds $20,000,000, they will use
       the excess cash to replenish the Segregated Interest
       Account up to the amount of the Segregated Interest Funds
       used to make Adequate Protection Payments;

   (c) will, absent Court approval, use the Cash Collateral and
       any other LandCo Debtor cash only in the ordinary course
       of business and in accordance with the terms and
       conditions of the Interim Order; and

   (d) will not use any Cash Collateral or any other LandCo
       Debtor cash to make transfers to, or fund the operations,
       working capital or expenses of, certain other Debtors or
       any of their affiliates.

A full-text copy of the Interim Order is available for free at:

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

A final hearing on the matter will be held on May 30, 2008.

                  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.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  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 Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Wants Access to OpCo Lenders' Cash Collateral
------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to use the OpCo Lenders' cash collateral.

Mark D. Collins, Esq., at Richards Layton & Finger P.A., in
Wilmington, Delaware, the Debtors' proposed counsel, relates the
Debtors' prepetition secured indebtedness consists of two senior
secured financing facilities:

   * A $1,300,000,000 secured financing facility, secured by
     substantially all of the assets of the OpCo Debtors,
     including "cash collateral" as defined in Section 361 of the
     Bankruptcy Code; and

   * A $440,000,000 secured financing facility, secured by
     substantially all of the assets of the LandCo Debtors.

Aside from obtaining a $67,000,000 term-loan from Silver Point
Finance LLC, the Debtors intend to use the OpCo Cash Collateral
in order to meet their liquidity needs.

Daniel Aronson, managing director at Lazard Freres' restructuring
group, says the OpCo lenders have agreed to the Debtors' use of
their cash collateral.  In consideration, the Debtors have agreed
to provide the OpCo lenders with adequate protection in the form
of payment of reasonable professional fees, replacement liens, a
25 basis point fee, monthly interest payments in the OpCo term
loan at the Alternative Base Rate plus 3.25%, provide that (a)
the ABR will have a 5.75% floor, and (b) the margin over the ABR
will increase to 3.5% if the Tropicana Atlantic City is not sold
by July 1, 2008.

Mr. Collins adds that the Debtors propose to grant the OpCo
lenders a superpriority claim against each of the OpCo Debtors as
provided for in Section 507(b) of the Bankruptcy Code to the
extent of any diminution in the value of the OpCo Lenders' cash
collateral.  The Debtors will also comply with certain reporting
requirements and to permit the OpCo Lenders to retain certain
professionals at the OpCo Debtors' expense.

"Although I believe that the OpCo lenders are oversecured, the
OpCo lenders likely would argue in court that they may not be
oversecured and that they are entitled to adequate protection in
any event because the value of their collateral may diminish
during the Debtors' Chapter 11 cases," Mr. Aronson tells the
Court.  He adds that even if they are oversecured, the OpCo
lenders would still likely be entitled to claim interest and
professional fees in the amount of their collateral.

Credit Suisse is the administrative agent for the OpCo and LandCo
lenders.  The borrowers under the OpCo Facility -- the OpCo
Debtors -- include Adamar Garage Corporation; Argosy of
Louisiana Inc.; Atlantic-Deauville Inc,; Aztar Corporation;
Aztar Development Corporation; Aztar Indiana Gaming Company LLC;
Aztar Indiana Gaming Corporation; Aztar Missouri Gaming
Corporation; Aztar Riverboat Holding Company LLC; Catfish Queen
Partnership in Commendam; Centroplex Centre Convention Hotel LtC.;
Columbia Properties Laughlin, LLC; Columbia Properties Tahoe LLC;
Columbia Properties Vicksburg, LLC; CP Baton Rouge Casino L.L.C.;
CP Laughlin Realty LLC; Jazz Enterprises Inc.; JMBS Casino LLC;   
Ramada New Jersey Holdings Corporation; Ramada New Jersey Inc.;
St. Louis Riverboat Entertainment Inc.; Tahoe Horizon LLC;
Tropicana Entertainment Holdings LLC; Tropicana Entertainment
Intermediate Holdings LLC; Tropicana Entertainment LLC; Tropicana
Express Inc.; and Tropicana Finance Corp.

                  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.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  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 Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Wants Statements & Schedules Filing Moved to July 4
------------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the time
by which they must file Schedules and Statements, to July 4, 2008.    

Section 521 of the Bankruptcy Code and Rule 1007(c) of the
Federal Rules of Bankruptcy Procedure require a debtor to file a
schedule of assets, liabilities, and executory contracts
and unexpired leases; a statement of financial affairs; and a
list of equity security holders within 15 days.  

In the district of Delaware, Local Rule 1007-1(b) provides that
the deadline for filing the Schedules and Statements is
automatically extended for an additional 15 days if the debtor has
more than 200 creditors and the petition is accompanied by a
creditor list.

The Debtors and their non-debtor affiliates currently own,
operate or have interests in 11 casino facilities in eight
distinct gaming markets.  For the fiscal year ended December 31,
2007, the Debtors and their non-Debtor affiliates in the hotel
and casino business generated approximately $1,000,000,000 in
revenues.

Given the size and complexity of their business operations, the
number of creditors, the geographical spread of their operations,
and the fact that certain prepetition invoices have not yet been
received or entered into the Debtors' financial accounting
systems, the Debtors inform the Court that they have begun, but
have not yet finished, compiling the information that will be
required in order to complete their Schedules and Statements.

The Debtors believe they have more than 30,000 creditors,
including current and former employees.  The Debtors maintain
voluminous books and records and complex accounting systems to
ensure that their operations run efficiently and cost-
effectively.  Completing the Schedules and Statements will
require the collection, review and assembly of information from
multiple locations throughout the U.S., Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, the Debtors' proposed counsel, relates.

The Debtors anticipate that they will be unable to complete their
Schedules and Statements in the time required under Bankruptcy
Rule 1007(c) and Local Rule 1007-1(b).

Focusing the attention of key accounting and legal personnel on
critical operational and Chapter 11 compliance issues during the
early days of the Debtors' bankruptcy cases will help the Debtors
make a smooth transition into Chapter 11 and ultimately will help
maximize the value of the Debtors' estates to the benefit of
their creditors and all parties-in-interest, Mr. DeFranceschi
asserts.  

The Debtors assure the Court that they intend to complete the
Schedules and Statements as quickly as possible under the
circumstances.

                  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.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  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 Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TTM TECH: Moody's Says Ratings Unmoved by $143.75MM Notes Offer
---------------------------------------------------------------
Moody's Investors Service commented that TTM Technologies, Inc.'s
B1 corporate family and senior secured debt ratings and positive
outlook would not be affected by the company's recent announcement
that it intends to offer up to $143.75 million of seven-year
convertible senior notes.

Moody's expects TTM to use the proceeds from the transaction to
retire the outstanding amount on the secured term loan, pay
transaction related expenses and underwriter fees, and enhance its
balance sheet cash position.

In earlier press announcements, Moody's commented that the rating
incorporates Moody's expectation that the company will make
modest-sized acquisitions/investments in Asia, principally China,
to expand its printed circuit board manufacturing capacity in
lower cost regions.  Given that TTM has publicly stated that it
may pursue acquisitions, Moody's notes that cash proceeds could
potentially be used to pre-fund a near-term asset purchase.

While the incremental debt modestly increases the company's
overall leverage profile, Moody's believes TTM has adequate
cushion at its current rating level to accommodate the additional
leverage. On a pro forma basis, Moody's estimates TTM's
debt/EBITDA has increased to 1.8x from 1.0x as of the twelve
months ended March 2008, which remains strongly positioned among
B1-rated industry peers.  Moody's expect financial leverage to
improve given the company's track record of expanding EBITDA and
applying free cash flow towards debt reduction.

Moody's notes that the additional financial leverage should not
preclude a ratings upgrade over the next 6 -- 12 months to the
extent TTM is able to demonstrate: (1) evidence of additional
breadth, depth and diversity of its revenue stream; (2) continued
solid financial performance, including stabilization of operating
results in the computing and networking end markets; and (3)
sustainability of operating margins, free cash flows and low
leverage levels (below 2.0-2.5x).


VICORP RESTAURANTS: Can Hire Reed Smith as Bankruptcy Counsel
-------------------------------------------------------------
VICORP Restaurants Inc. and VI Acquisition Corp. obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Reed Smith LLP as their general bankruptcy
counsel, nunc pro tunc to April 3, 2008.

Reed Smith is expected to, among others, advise the Debtors of
their rights, powers, and duties as debtors and debtors-in-
possession, and will take all necessary action to protect and
preserve the Debtors' estates, including assisting the Debtors in
prosecuting a plan of reorganization.

Claudia Z. Springer, Esq., a partner at Reed Smith, told the
Court that the firm's professionals will bill the Debtors these
hourly rates:

      Claudia Z. Springer    Partner         $645
      Richard A. Robinson    Partner         $565
      Kurt F. Gwynne         Partner         $560
      J. Cory Falgowski      Associate       $325
      Kimberly E.C. Lawson   Associate       $430
      Elizabeth McGovern     Associate       $315
      John B. Lord           Paralegal       $235
      Lisa Lankford          Paralegal       $135

Ms. Springer assured the Court that the the firm does not hold or
represent any interests adverse to the Debtors' estates.

                    About VICORP Restaurants

Based in Denver, Colorado, VICORP Restaurants Inc. --
http://www.vicorpinc.com/-- operates two restaurant concepts     
under proven and well-recognized brands, Village Inn and Bakers
Square.  Founded in 1958, VICORP has 343 restaurants in 25 states,
consisting of 250 company-operated restaurants and 93 franchised
restaurants.  Known for its strong breakfast heritage, Village Inn
has been serving its signature breakfast items like one-of-a-kind
skillet dishes and made-from-scratch pancakes for 50 years. In
addition, Village Inn offers traditional American fare for lunch
and dinner.

The company and its affiliates filed for Chapter 11 protection on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Donna L.
Culver, Esq., at Morris Nichols Arsht & Tunnell, and Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.  The Debtors chose Wells Fargo Trumbull as
their claims, noticing, and balloting agent.

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of $100 million to $500 million.


VICORP RESTAURANTS: Can Hire Grubb & Ellis as Real Estate Advisor
-----------------------------------------------------------------
VICORP Restaurants Inc. and VI Acquisition Corp. obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Grubb & Ellis Company as their real estate
consultant, nunc pro tunc to April 3, 2008.

Grubb & Ellis is expected, among others, to assist the Debtors in
implementing and negotiating lease restructures, provide financial
and general lease restructuring advice, participate in meetings
with creditors and other parties-in-interest, and develop and
implement a marketing program for leases.

Ted Parris, a senior vice president at the retail unit of Grubb &
Ellis, told the Court that the firm will receive from the Debtors:

   a) an incentive fee of 8% of the total cash savings for:

      * lease modifications that results in rent reduction to the
        Debtors;

      * lease restructures that include shortening the term or
        adding kick out rights;

   b) an incentive fee of 8% of the contract price actually paid
      to the Debtors, for the assignment of a lease; and

   c) reimbursement of expenses.

Mr. Parris assured the Court that the firm does not hold or
represent an interest adverse to the Debtors' estates.

                    About VICORP Restaurants

Based in Denver, Colorado, VICORP Restaurants Inc. --
http://www.vicorpinc.com/-- operates two restaurant concepts     
under proven and well-recognized brands, Village Inn and Bakers
Square.  Founded in 1958, VICORP has 343 restaurants in 25 states,
consisting of 250 company-operated restaurants and 93 franchised
restaurants.  Known for its strong breakfast heritage, Village Inn
has been serving its signature breakfast items like one-of-a-kind
skillet dishes and made-from-scratch pancakes for 50 years. In
addition, Village Inn offers traditional American fare for lunch
and dinner.

The company and its affiliates filed for Chapter 11 protection on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Donna L.
Culver, Esq., at Morris Nichols Arsht & Tunnell, and Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.  The Debtors chose Wells Fargo Trumbull as
their claims, noticing, and balloting agent.

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of $100 million to $500 million.


VICORP RESTAURANTS: Wants to Hire Clifton Gunderson as Accountant
-----------------------------------------------------------------
VICORP Restaurants Inc. and VI Acquisition Corp. ask permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Clifton Gunderson LLP as their general accountants, nunc
pro tunc to April 3, 2008.

Clifton Gunderson will give assistance to the Debtors in the
preparation and filing of tax returns and related tax issues,
analysis of accounting issues, and other such accounting or
related functions as requested by the Debtors or their counsel.

Timothy M. Ross, Esq., a partner at Clifton Gunderson, tells the
Court that the firm's professionals bill the Debtors these hourly
rates:

      Partners                 $300 - $350
      Senior Managers          $200 - $275
      Managers                 $150 - $200
      Senior Associates        $135 - $150
      Associates               $100 - $135
      Para-professional            $90

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

                    About VICORP Restaurants

Based in Denver, Colorado, VICORP Restaurants Inc. --
http://www.vicorpinc.com/-- operates two restaurant concepts     
under proven and well-recognized brands, Village Inn and Bakers
Square.  Founded in 1958, VICORP has 343 restaurants in 25 states,
consisting of 250 company-operated restaurants and 93 franchised
restaurants.  Known for its strong breakfast heritage, Village Inn
has been serving its signature breakfast items like one-of-a-kind
skillet dishes and made-from-scratch pancakes for 50 years. In
addition, Village Inn offers traditional American fare for lunch
and dinner.

The company and its affiliates filed for Chapter 11 protection on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Donna L.
Culver, Esq., at Morris Nichols Arsht & Tunnell, and Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.  The Debtors chose Wells Fargo Trumbull as
their claims, noticing, and balloting agent.

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of $100 million to $500 million.


VONAGE HOLDINGS: March 31 Balance Sheet Upside-Down by $82 Million
------------------------------------------------------------------
Vonage Holdings Corp.'s balance sheet at March 31, 2008, showed
$458.3 million in total assets and $540.5 million in total
liabilities, resulting in an $82.2 million stockholders' deficit.

Vonage Holdings reported a generally accepted accounting
principles or GAAP net loss of $9 million for the quarter ended
March 31, 2008, down from a loss of $72 million reported in the
first quarter 2007.

"We are pleased with our results this quarter, as we further
strengthened relationships with existing customers and captured
new subscribers through targeted marketing,' Jeffrey Citron,
Vonage chairman, said.  "Our business fundamentals are improving
and for the second consecutive quarter we reported positive
adjusted operating income.  Additionally, we have taken a
significant step toward restructuring our convertible debt.

"We remain confident in our ability to grow the business
profitably and deliver innovative products and services which
enable customers to control the way they communicate," Mr. Citron
added.  "The report of a strategic relationship with Covad to
deliver Vonage Broadband is an exciting step in that direction."

In the first quarter 2008, direct cost of telephony services was
$56 million, flat versus last year and up from $54 million in the
fourth quarter 2007.  On a per line basis, average direct cost of
telephony services was $7.26, down from $8.03 in the year ago
quarter and up from $7.11 sequentially.

Direct cost of goods sold was $22 million, up from $13 million in
the year-ago quarter and $17 million in the prior quarter as the
company utilized a large portion of its remaining inventory of
higher cost CPE devices.

Vonage added 30,000 net subscriber lines in the first quarter 2008
and finished the quarter with more than 2.6 million lines in
service.  The company is taking steps to strengthen and grow its
customer base.  To expand Vonage's competitive position in the
marketplace and offer customers control over how they communicate,

Vonage disclosed a relationship with Covad whereby Vonage will
offer a DSL service to both residential and small business
customers.  The company expects this new service, called Vonage
Broadband, to be available to customers by the end of the year.

In addition, the company is focused on increasing the quality of
its customer base by targeting customers with low acquisition
costs and high lifetime value.  This effort, which involves
evaluating media channel investments and returns, will lead to
lower gross line additions in the second quarter, with an
expectation for accelerating growth the remainder of the year.  
The company expects this will increase profitability over
time.

Cash and marketable securities and restricted cash on March 31,
2008, was $190 million.  This includes $42 million in restricted
cash used as collateral for routine business operations.  The
change in cash from the prior quarter was driven by cash provided
from operations of $11 million, capital expenditures of
$10 million, and an increase in restricted cash of $2 million.

                Convertible Debt Refinancing Update

On April 25, 2008, the company signed a non-binding letter of
intent with a third party financing source to provide
$215 million in a private debt financing.  The letter of intent is
a proposal that will be used as a basis for financing and does not
constitute a commitment.  The company expects that approximately
two-thirds of the financing will be provided through a senior
secured credit facility and approximately one-third will be
provided through issuance of convertible secured notes.

The company intends to use the net proceeds from this financing,
plus cash on hand, to repay, tender for or redeem its existing
convertible notes, which can be put to the company on Dec. 16,
2008, and have a principal amount due of approximately
$253 million.

Negotiations regarding a financing commitment are ongoing but
there can be no assurance that the financing will be successful.
The company will provide additional details once a commitment
letter is signed.

                     About Vonage Holdings Corp.

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband       
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                        Going Concern Doubt

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.


WESTERLY HOSPITAL: Moody's Cuts Rating to B2 on Poor Liquidity
--------------------------------------------------------------
Moody's Investors Service has downgraded Westerly Hospital's
long-term rating to B2 from Ba3 on approximately $10.6 million of
outstanding Series 1994 Bonds.  The outlook remains negative at
the lower rating level.  The rating downgrade and negative outlook
reflect the continued poor operating performance and decline in
liquidity in fiscal year 2007 which has continued through March
31, 2008.

Legal Security: The Series 1994 Bonds are secured by a lien on the
hospital's gross receipts.  There is no mortgage lien. Debt
service reserve fund maintained.

Interest Rate Derivatives: None

Strengths

  * Leading market share with over 70% market share in a favorable
    service area

  * Improved operating performance through five months of FY 2008
    with an -2.3% operating margin and 5.0% operating cash flow
    margin, which is up from an operating margin of -6.8% and
    operating cash flow margin of 1.4% the same time period in FY  
    2007

  * Community support as demonstrated by $1.5 million in
    fundraising in FY 2007 with expectations that fundraising
    should continue

  * Presence of a fully-funded debt service reserve fund

Challenges

  * Declining cash position to $16.6 million or 80.5 days cash on
    hand as of March 31, 2008 due to poor operating results and     
    losses in the investment portfolio

  * Bank lines of $10.2 million that are required to be
    collateralized by a minimum of $11.2 million from unrestricted
    investments; $11.2 million represents 67% of Westerly's total
    unrestricted cash

  * Significant operating deficits and the inability to meet past
    budgets that have consistently resulted in operating cash flow
    margins of 2.0% or less in each of the past four fiscal years

  * Underfunded pension liability that continues to pressure
    Westerly's cash position

  * Some departures of key physicians including an orthopedic
    surgeon which largely drove the 4.7% decline in admissions and
    4.0% decline in outpatient surgeries in FY 2007

  * Dominating presence of two large commercial payers with three-
    year contracts through 2009 has limited Westerly's financial
    performance

Recent Developments/Results

FY 2007 marked the fifth consecutive year of sizable operating
deficits for Westerly Hospital.  Management budgeted a
$2.6 million operating deficit in FY 2007 but results were highly
unfavorable with an operating deficit of $6.0 million, in line
with weak performance in the four preceding fiscal years.  As a
result, operating cash flow from operations was negative for the
first time: -$193 thousand (-0.3% operating cash flow margin)
compared to an operating cash flow of $782 thousand (1.1%
operating cash flow margin) in FY 2006.  Westerly was able to meet
its rate covenant largely due to favorable returns in the equity
market.  Management attributed the poor performance in FY 2007 to
the loss of an orthopedic surgeon, slow flu season and need for
hospitalists which contributed to the 4.7% decline in inpatient
admissions to 4,199 from 4,405 in FY 2006 and a significant 4%
decline in outpatient surgeries to 10,487 from 10,929 in FY 2006.

Through six months of FY 2008, Westerly is operating at a deficit
of approximately $441 thousand (-1.1% operating margin) and has
generated positive $2.4 million of cash flow from operations (6.0%
operating cash flow margin), which is up from an operating deficit
of $2.3 million (-6.3% operating margin) and operating cash flow
of $665 thousand (1.9% operating cash flow margin) through the
same period last year.  Management attributed the improved
performance in the interim period from improved patient volumes
following some physician recruitment including a hospitalist group
and other cost management measures.  However, investment income
has declined given current market conditions, a reversal from
recent years.  Moody's believe that historical stock market
conditions have largely propped up net income over the past
several years given the sizable operating losses incurred
annually.

For FY 2008, Westerly is budgeting an operating deficit of
$3.9 million and improved cash flow of $1.6 million.  Management
expects the improvement in performance from :1) improved inpatient
and surgical volumes from physician recruitments and improved
productivity from the existing medical staff and 2) expense
reduction measures, which were initiated in FY 2007, begin to take
hold in FY 2008.  Despite the improved interim results, Moody's
believe Westerly will continue to face challenges in meeting its
year-end budget as any unexpected changes to the physician staff
can significantly impact volumes and operating performance.

Westerly's unrestricted cash balance continues to decline to
$17.6 million (85.9 days cash on hand) at fiscal year end 2007
from $18.7 million (94.5 days cash on hand) at FYE 2006.  The
decline in the cash balance was attributed to: 1) poor operating
performance and 2) $3.2 million contribution to the defined
benefit plan, which is not offered to new employees hired after
January 30, 2007.

Despite the improved operating performance through six months of
FY 2008, Westerly's cash balance has continued to decline to
$16.6 million (80.5 days cash on hand) as of March 31, 2008, due
to poor investment returns.  60% of Westerly's cash is invested in
equities with no more than 6% allowed in any one company and no
more than 20% allowed in any one industry.  Four managers are
utilized along with an outside investment advisor. Management
anticipates no wide-sweeping changes to the investment allocation.

Westerly also utilizes local bank lines for working capital needs
to help preserve the cash position.  These bank lines are
collateralized at 110% or approximately $11.2 million.  Adjusting
for the collateralized amount, unrestricted cash and investments
decreases to an unfavorable $5.4 million (26.1 days cash on hand)
as compared to $10 million of bonded debt outstanding.  Westerly
has a debt service reserve fund that is fully funded with cash.  
Westerly also has a $5 million promissory note due in 2024,
capital leases of $1.9 million and operating leases of
$2.2 million (converted to a debt equivalent using a 5% discount
factor).

Outlook

The negative outlook reflects ongoing concern that Westerly will
not produce adequate cash flow levels in FY 2008 and cash will
continue to decline.  Cash decline may be more accelerated given
the operating pressures and the stock market decline, which has
historically propped up performance.  Westerly will need to
generate adequate operating surpluses to enable it to increase its
capital expenditures, which have been suppressed over the past
four years to maintain cash.

What could change the rating--UP

A consistent trend of improving operating profits and operating
cash flow; increased inpatient and outpatient volume

What could change the rating--DOWN

Further decline in cash reserves; continued operating deficits
that are in line with results from the last three fiscal years;
increase in debt without commensurate improvement in cash flow and
liquidity

Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for The Westerly Hospital and
     Subsidiary

  -- First number reflects audit year ended September 30, 2006
  -- Second number reflects audit year ended September 30, 2007
  -- Investment returns normalized at 6% unless otherwise noted

  * Inpatient admissions: 4,405; 4,199
  * Total operating revenues: $71.6 million; $73.2 million
  * Moody's-adjusted net revenue available for debt service:
    $3.1 million; $1.7 million

  * Total debt outstanding: $24.1 million; $22.9 million
  * Maximum annual debt service: $2.25 million; $2.25 million
  * MADS Coverage with reported investment income: 1.84 times;
    1.81 times

  * Moody's-adjusted MADS Coverage with normalized investment
    income: 1.39 times; 0.77 times

  * Debt-to-cash flow: 15.0 times; 124.7 times
  * Days cash on hand: 94.5 days; 85.9 days
  * Cash-to-debt: 77.5%; 76.9%
  * Operating margin: -6.9%; -8.2%
  * Operating cash flow margin: 1.1%; -0.3%

RATED DEBT (debt outstanding as of 9/30/2007)

  -- Series 1994 ($10.6 million outstanding) rated B2


WINDSOR QUALITY: Moody's Puts Ba3 Corp. Family Rating Under Review
------------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the ratings of Windsor Quality Food Company Ltd.,
including its corporate family rating of Ba3 and its probability
of default rating of B1.  LGD assessments are also subject to
adjustment.  This review action reflects Moody's concern that the
continued increase in commodity prices, with especially steep
rises in wheat and some proteins, could further erode Windsor's
profit margins and the cushion under its bank covenants.

Ratings placed under review for possible downgrade:

  -- Corporate family rating at Ba3
  -- Probability of default rating at B1
  -- $100 million senior secured revolving credit agreement
     expiring in November 2011 at Ba3

  -- Senior secured term loan (originally $160 million) maturing
     in November 2012 at Ba3

For fiscal year ended Dec. 29, 2007, Windsor's reported EBIT
margin fell to 4% from 5.3% in the prior year, as has been
anticipated by Moody's.  However, the costs of commodities such as
wheat and the cost of energy have risen robustly since fiscal year
end.  Given that fiscal 2007 debt to EBITDA (4.5 times) and
EBIT/interest (1.7 times) are already at the levels previously
identified as exerting downward pressure on the company's ratings,
there is little cushion to absorb further cost increases unless
higher input costs can be offset by price rises and/or cost
savings.  Moody's November 2007 assignment of a negative outlook,
in connection with the confirmation of Windsor's ratings at that
time, reflected the concern that the impact on margins from rising
costs could challenge the company's ability to improve credit
metrics to levels appropriate for its rating over the near term.

Moody's review will focus on Windsor's initiatives to enhance
profitability in an environment of rising commodity costs; on
efforts to boost efficiencies and cost savings; on financial
policy regarding shareholder returns; and on the company's
financial flexibility in terms of unused availability under its
bank revolving credit and cushion under financial covenants.

Windsor Quality Food Company Ltd. is a privately held frozen food
manufacturer based in Houston, Texas.  The company's two major
divisions are Windsor Foods, which specializes in ethnic and other
frozen food categories sold through food service, consumer and
industrial distribution channels; and Quality Sausage, which
produces pre-cooked meats for industrial and food service
channels.  The company's sales for the fiscal year ended December
29, 2007 exceeded $634 million.


WILLIAMS PARTNERS: Fitch Lifts Issuer Default Rtng. to BB+ from BB
------------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings and senior
unsecured debt ratings for Williams Partners L.P., and the co-
issuer of its outstanding notes, Williams Partners Finance
Corporation, as:

  -- IDR to 'BB+' from 'BB';
  -- Senior unsecured debt to 'BB+' from 'BB'.

The Rating Outlook has been revised to Stable from Positive.

The Williams Companies, Inc. (WMB, IDR 'BBB-') is the owner of
21.6% of WPZ's limited partnership interests and its 2% general
partner interest.

The rating upgrade reflects these considerations:

  -- WPZ's increasing scale of operations and diversity of cash
     flow following the December 2007 dropdown from WMB of
     ownership interests in Wamsutter LLC;

  -- WPZ's relatively strong standalone credit measures;

  -- WMB's improving credit profile (IDR upgraded to 'BBB-' by
     Fitch on Nov. 20, 2007;

  -- WMB's significant scale of operations, its discretionary
     dropdown strategy and strong functional ties with WPZ provide
     considerable flexibility and operating and financial support
     for WPZ;
  -- A practice of conservatively financing asset purchases;   

  -- Favorable near-term industry fundamentals as they apply to
     both WPZ and WMB.

The Stable Rating Outlook reflects Fitch's expectation that given
its current operations WPZ's credit profile will remain consistent
with its 'BB+' rating.  Factors leading to potential rating
improvement would most likely include the continued growth and
diversity in cash flow from future asset dropdowns.  Related to
growth, the asset make-up of new operations and their commodity
price exposure will be considered in any rating action.  Fitch
also expects WPZ to continue its conservative financial practices,
particularly as they relate to the funding of large asset
purchases.  Correspondingly, the adoption of a more leveraged
acquisition strategy would likely place downward pressure on WPZ's
rating and/or Outlook.

Credit concerns include the commodity price and volume risk
associated with WPZ's natural gas gathering, processing and
natural gas liquids operations, as is typical in the natural gas
midstream business, and the potential impact that unsettled
capital market conditions would have on future growth initiatives.

As owner of WPZ's GP, WMB exerts considerable control over WPZ's
operations, including the level of its cash distributions, the
amount and timing of acquisitions, financing practices and other
matters involving the overall business strategy of the
partnership.  Given the significant and expanding scale of
midstream operations at WMB, it is likely that future growth at
WPZ will primarily come from dropdowns.  Depending on market
conditions, WMB maintains the flexibility to assist WPZ in
financing its dropdown purchases by taking additional LP units in
lieu of cash.  This lowers execution risk for WPZ and more easily
enables it to finance its purchases with a high level of equity.
In the case of the $750 million Wamsutter purchase, WPZ utilized
two-thirds equity financing.  In addition, the Wamsutter
transaction was structured to allow WMB to finance and directly
participate in Wamsutter's future growth.  On balance, Fitch
considers the close relationship and support provided by WMB
positively.


X-RITE INC: Posts $16.8 Million Net Loss in 2008 First Quarter
--------------------------------------------------------------
X-Rite Incorporated reported Tuesday its financial results for the
first quarter ended March 29, 2008.

For the first quarter, the company reported an operating loss of
$2.0 million and a net loss of $16.8 million.  In comparison, the
company reported operating income of $5.0 million and net income
of $7.8 million in the first quarter last year.

Net sales totaled $65.9 million, compared to net sales of
$57.7 million during the first quarter of 2007.

Net sales decreased 2.5% from the first quarter of 2007, on a pro
forma combined basis with the results of Pantone included in both
years.  The 2.5% decrease was comprised of a 3.2% decrease within
the core color segment and a 0.9% increase within the color
standards segment (Pantone).  Adjusting for the positive impact of
foreign currency fluctuations, the sales decrease was 6.8% on the
same pro forma combined basis.  The company acquired Pantone on
Oct. 24, 2007.

Total interest expense including amortization of deferred
financing costs and derivative expense related to the company's
interest rate swaps, was $12.0 million and explains most of the
difference between the operating loss and the net loss for the
quarter.  Interest expense was $4.6 million during the first
quarter of 2007.

Operating expenses were $37.3 million during the first quarter of
2008, versus $30.8 million in 2007.  The increase in operating
expenses primarily reflects added costs as a result of the
acquisition of Pantone in October 2007.

EBITDA, a non-GAAP metric, was $18.9 million (25.0% of sales) in
the fourth quarter of 2007, the company's seasonally highest
performance quarter, and $13.2 million (20.0% of sales) in the
first quarter of 2008.  Trailing four quarters EBITDA is one of
the four key financial covenants in the company's credit
agreements.  The company satisfied this financial covenant in the
first quarter with trailing four quarters EBITDA of $60.9 million.

The company failed to achieve the trailing twelve month first lien
leverage ratio in the first quarter.  

Cash decreased from $20.3 million at 2007 year-end to
$18.4 million at the end of the first quarter.  The borrowings
with the first and second lien lenders increased $9.8 million
during the quarter and were $399.5 million at the end of the first
quarter.  

"Our sales rates began to soften just as we entered 2008 and led
to our April 3 press release stating that our sales would be down
in the first quarter of 2008 on a pro forma combined basis versus
the first quarter of 2007," stated Thomas J. Vacchiano, Jr., chief
executive officer of X-Rite.  "Ultimately, our final first quarter
2008 sales results were down 2.5% at $65.9 million.  We are
optimistic about the sales potential for new products this year
but remain cautious about our 2008 revenue outlook, given the
various integration dynamics we are dealing with and a difficult
economic climate."

"We recognize that the financing structure of the Pantone
acquisition, on top of the previous Amazys acquisition, along with
a slow down of our business in a challenging global economic
environment, has resulted in a challenging level of leverage on
the balance sheet," stated Lynn J. Lyall, chief financial officer.
"The solution will be rooted in continuing to improve on our
historically strong business performance which generates
substantial profitability and cash flow, while at the same time
making smart decisions about our debt leverage and associated
capital structure."

Lynn Lyall stated, "In response to our lender covenant defaults
and business needs looking forward, the company has engaged RBC
Capital Markets as its financial advisor.  They are assisting us
with exploring options to address the financial leverage on the
company's balance sheet.  It is in the interest of all
stakeholders that the company is able to pursue its operating plan
and strategy to achieve its business goals."

                      Acquisition of Pantone

On Oct. 24, 2007, the company completed its acquisition of Pantone
for a purchase price of $174.4 million.  Pantone is a provider of  
color communication and specification standards in the creative
design industries.

The transaction was funded with cash, financed through new
borrowings.  Total cash acquired with the Pantone purchase was
$700,000.

                          Balance Sheet

At March 29, 2008, the company's consolidated balance sheet showed
$645.6 million in total assets, $482.0 million in total
liabilities, and $163.6 million in total stockholders' equity.

The company's consolidated balance sheet at March 29, 2008, also
showed strained liquidity with $144.3 million in total current
assets available to pay $468.0 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 29, 2008, are available for
free at http://researcharchives.com/t/s?2bb1

                        About X-Rite Inc.

Headquartered in Grand Rapids, Mich., X-Rite (Nasdaq: XRIT) --
http://www.xrite.com/-- is the world's largest provider of color-
measurement solutions, offering hardware, software, color
standards and services for the verification and communication of
color data.  The company serves a range of industries, including
imaging and media, industrial color and appearance, retail color
matching, and medical.  X-Rite serves customers in more than 100
countries from its offices in Europe, Asia and the Americas.

                          *     *     *

As reorted in the Troubled Company Reporter on April 2, 2008,
Moody's Investors Service lowered X-Rite Inc.'s corporate family
rating to B2 from B1.  Moody's also lowered the rating on the
company's first lien senior secured credit facilities to B1 from
Ba3 and the rating on the second lien term loan to Caa1 from B3.   
All ratings were placed under review for possible downgrade.


ZIFF DAVIS: Allowed to Sign New Contracts with CRO, Ex-CEO
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Ziff Davis Media Inc. and its debtor-affiliates to enter
into separate letters of agreement with (a) Mark D. Moyer, the
Debtors' chief restructuring officer and (b) Robert Callahan, the
Debtors' former chief executive officer, to provide consulting
services to the Debtors.

                       The Moyer Agreement

As reported by the Troubled Company Reporter on May 5, 2008, David
Neier, Esq., at Winston & Strawn LLP, in New York, contended
that it is crucial to the Debtors' reorganization efforts that
Mr. Moyer complete various objectives he has undertaken in his
capacity as Chief Restructuring Officer.  He said that Mr. Moyer's
employment with the Debtors would otherwise have expired on April
15, 2008, so the Debtors and Mr. Moyer negotiated an agreement to
establish parameters for his compensation as he completes various
objectives.  The objectives include:

   -- issuance, at or within a reasonable period of time after
      confirmation of a Chapter 11 plan of reorganization or sale
      of substantially all of the Debtors' assets pursuant to a
      sale under Section 363 of the Bankruptcy Code, of audited
      financial statements, together with an unqualified opinion
      by Grant Thornton LLP, for the Debtors for the fiscal year
      ended December 31, 2007;

   -- simplification of the process for allocating corporate
      expenses to the Debtors' operating units in accordance with
      Generally Accepted Accounting Principles;

   -- support in preparing the liquidation analysis, feasibility
      analysis, and the financial data required to be prepared in
      connection with the Debtors' disclosure statement in a time
      frame that will permit its approval before May 5, 2008; and

   -- support, as necessary, the Debtors' efforts to consummate a
      Chapter 11 transaction resulting in approval by the Court
      before July 7, 2008.

Mr. Neier told the Court that the Moyer Agreement also contains
certain non-solicitation and non-compete provisions for the
Debtors' benefit.

Pursuant to the Moyer Agreement, Mr. Moyer will be paid a base
salary of $300,000 per year and one time bonuses of up to
$375,000 based on fulfilling the various objectives.

Before becoming the Debtors' CRO, Mr. Moyer had been the Debtors'
Chief Financial Officer since October 2005 and has served as
Ziff-Davis, Inc.'s vice president and controller.

Mr. Neier contended that without the benefit of Mr. Moyer's
considerable knowledge and experience, the professional fees
incurred by the Debtors would undoubtedly increase, and other
members of the Debtors' management team would be forced to spend
less time focused on the Debtors' business operations in order to
spend more of their time addressing various matters currently
handled by Mr. Moyer.

"In short, the Debtors would spend a greater amount of resources
having others fulfill Mr. Moyer's role than the remuneration he
would receive under the Moyer Agreement," Mr. Neier said.

                      The Callahan Agreement

Mr. Neier related that the Callahan Agreement is a short-term
consulting agreement, the principal purpose of which is to have
Mr. Callahan act as a sales agent for the Debtors, making
specific calls on behalf of the Debtors to certain of their top
customers, including IBM, Dell, and Lenovo.  In addition,
Mr. Callahn would also consult on various strategic initiatives
being explored by the Debtors to improve their operations and
profitability.

Pursuant to the Callahan Agreement, Mr. Callahan's employment
duration will last three months and is subject to cancellation by
either party on 15 days' notice.  Mr. Callahan will also receive
a monthly fee of $50,000.

In the past, Mr. Callahan has served as the Debtors' Chairman,
CEO and president from October 2001 through August 2007.

The Debtors contended that based on Mr. Callahan's wealth of
experience and his familiarity with the Debtors' operations,
Mr. Callahan is uniquely qualified to assist them in maintaining
their key customer relationships.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated        
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 11, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor     
215/945-7000)


ZIFF DAVIS: Peter Weedfald is Named New President
-------------------------------------------------
Armed with over 25 years of sales and marketing experience in the
technology industry, Peter Weedfald has been named President of
Ziff Davis Media.  The announcement was made by CEO Jason Young,
who noted Mr. Weedfald's unique business perspective based on a
highly successful career as a senior marketing and sales executive
across the business platforms of media -- including an earlier
nine-year stint at Ziff Davis -- manufacturing, and retail sectors
of technology.

Most recently, Mr. Weedfald was SVP, CMO at leading electronics
retailer Circuit City.  Previously, he was SVP, CMO of Samsung
Electronics North America as well as responsible for all sales,
marketing, product management and advertising for their $3.5
billion U.S. based consumer electronics division; EVP Sales/COO
of Bigfoot Interactive; EVP CMO & GM for Visual Appliances at
ViewSonic Corporation; and SVP & Publisher at IDG's
Computerworld.  Weedfald spent nine years at Ziff Davis Media in
the 1980s, holding various senior Sales and Executive positions
at PC Magazine, and other venerable titles.

"[Mr. Weedfald's] arrival to Ziff Davis demonstrates the strength
of our brands and teams and the incredible opportunity that we
have ahead to leverage the powerful audience of 26 million
technology and gaming buyers we reach each month," said Young.  
"As Ziff Davis continues to expand its digital footprint, Peter's
expertise, passion and team building leadership will be an
immeasurable asset to the entire Ziff Davis family."

"I'm honored and thrilled to be named President of Ziff Davis
Media, and look forward to returning to the home of some of
the most relevant and powerful global media brands in the
technology category," said Weedfald.  "As a previous seller and
recent buyer of Ziff Davis Media products, I personally
experienced the incredible brand and demand building value the
company delivers to marketers, globally."

Mr. Weedfald and his team members helped orchestrate and
navigate Samsung's aggressive ascension to one of the most
recognized and valued brands in America.  While CMO of North
America, InterBrand (as reported in Business Week magazine) named
Samsung the world's fastest growing brand, four years in a row.
His aggressive innovation and leadership as a digital pioneer
earned huge brand and demand results for both Samsung Electronics
and the various industry brands Samsung sales and marketing
helped promote through aggressive internet based partnerships.

Mr. Weedfald is a Board member of the Boomer Esiason Foundation
(BEF) focused on helping to find the cure to stamp out cystic
fibrosis. He was the 2005 recipient of the IABC (International
Association of Business Communicators) Communicator of the Year
Leadership Award, a winner of the 2005 BRAG (Black Retail Action
Group) Business Achievement Award and the recipient of the 2006
Guardian Angels Archangel Lifetime Leadership award. Weedfald was
also recognized as one of the "Sweet 16" most influential people
in video gaming by The Daily Stuff in 2005 and was a 2007 Frost &
Sullivan Sales and Marketing Lifetime Achievement Award
recipient.

Mr. Weedfald resides in Glen Ridge, N.J. with his wife
FrancesAnn and daughter Tara and is a graduate of Fairleigh
Dickinson University.

                  About Ziff Davis Holdings Inc.

Ziff Davis Holdings Inc. -- http://www.ziffdavis.com/-- is the  
ultimate parent company of Ziff Davis Media Inc.  Ziff Davis Media
Inc.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated        
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 11, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor     
215/945-7000)


* S&P Lowers Ratings on 23 Classes from Four CDO Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 23
classes from four collateralized debt obligation of asset-backed
securities transactions.  S&P placed 18 of the lowered ratings on
CreditWatch with negative implications.

The rating actions reflect the receipt of notices from the
trustees on the deals stating that a majority of the transactions'
controlling classes have directed the trustees to proceed with the
liquidation of the collateral backing the CDOs.  The four deals
are:
     -- Camber 6 PLC, a hybrid CDO of ABS collateralized in large
        part by mezzanine tranches of residential mortgage-backed
        securities;

     -- Cherry Creek CDO I Ltd., a cash flow CDO of ABS deal
        collateralized in large part by mezzanine tranches of
        RMBS;

     -- Corona Borealis CDO Ltd., a hybrid CDO of ABS deal
        collateralized in large part by mezzanine RMBS tranches;
        and

     -- Timberwolf I Ltd., a hybrid CDO collateralized by tranches
        of structured finance CDO transactions.
     
The rating actions reflect our opinion that substantial losses to
the noteholders are likely if the transactions proceed to
liquidate.  This is based on S&P's view of the current market
value of the underlying collateral, and its view that market
prices may not recover during the liquidation period.


                          Rating Actions

                                          Rating
                                          ------
   Transaction           Class      To              From
   -----------           -----      --              ----
Camber 6 plc             A-1 & A-2  BB/Watch Neg    A-               
Camber 6 plc             B          CCC-/Watch Neg  BBB-
Camber 6 plc             C          CCC-/Watch Neg  BB
Camber 6 plc             Combo Nts  CCC-/Watch Neg  BB
Camber 6 plc             D          CC              B+
Camber 6 plc             E          CC              CCC
Cherry Creek CDO I Ltd.  A1S        BB/Watch Neg    A+
Cherry Creek CDO I Ltd.  A1J        CCC-/Watch Neg  BBB-
Cherry Creek CDO I Ltd.  A-2        CCC-/Watch Neg  BB+
Cherry Creek CDO I Ltd.  A-3        CC              B+
Cherry Creek CDO I Ltd.  B          CC              CCC-
Corona Borealis CDO Ltd. A-1A       BB/Watch Neg    A
Corona Borealis CDO Ltd. A-1B       CCC-/Watch Neg  BB+              
Corona Borealis CDO Ltd. A-1C       CCC-/Watch Neg  BB-
Corona Borealis CDO Ltd. S          CCC-/Watch Neg  B
Corona Borealis CDO Ltd. A-2        CCC-/Watch Neg  B
Corona Borealis CDO Ltd. B          CCC-/Watch Neg  CCC+
Corona Borealis CDO Ltd. C          CC              CCC-
Timberwolf I Ltd.        S-1        BB/Watch Neg    AAA/Watch Neg
Timberwolf I Ltd.        A-1a       BB/Watch Neg    A+/Watch Neg   
Timberwolf I Ltd.        A-1b       CCC-/Watch Neg  BBB+/Watch Neg  
Timberwolf I Ltd.        A-1c       CCC-/Watch Neg  BB-/Watch Neg   
Timberwolf I Ltd.        A-1d       CCC-/Watch Neg  CCC+/Watch Neg  

                     Other Outstanding Ratings

          Transaction               Class           Rating
          -----------               -----           ------
          Camber 6 plc              F               CC               
          Corona Borealis           D               CC
          Timberwolf I Ltd          S-2
CC                   
          Timberwolf I Ltd          A-2             CC              
          Timberwolf I Ltd          B               CC
          Timberwolf I Ltd          C               CC
          Timberwolf I Ltd          D               CC


* Moody's Says State Housing Delinquencies Rise in 2007
-------------------------------------------------------
Delinquencies and foreclosures rose in 2007 for state housing
finance agencies' single-family loan programs but most programs'
rates remained consistent with historical levels, according to a
new report from Moody's Investors Service.

The finding was among the results of a recent survey of the 34
Moody's-rated state HFAs, which found that delinquency and
foreclosure rates for single family whole loan programs rose to
3.58% in 2007 from 3.29% in 2006 but remained below the 2005 level
of 3.82%.

"While some HFAs are experiencing higher rates, we believe that
the security provided by the programs' mortgage insurance and
overcollateralization support the existing ratings on the programs
and will compensate for the losses that most HFAs would experience
due to severe housing price declines and loan foreclosures," said
PFG housing Analyst Rachel McDonald.

She pointed out that the number of foreclosures continues to
remain low for the majority of HFA programs.  In 2007, 21 programs
had foreclosure rates below 1% and 10 of those were below .50%.  
Only two HFAs reported foreclosure rates above 2% in 2007.

"However, property value declines will cause some stress within
the agencies' portfolios, particularly in states where property
value declines and foreclosure rates are most severe," said
McDonald.  "We continue to monitor individual HFAs' loan and
financial performance closely to determine their ongoing ability
to withstand these stresses."

Other key findings in the survey include:

  -- While approximately three fourths of the programs reported
     2007 total delinquencies and foreclosures above 2006 levels,
     approximately half experienced lower total delinquencies and
     foreclosures in 2007 than they did in 2005.

  -- Of the 33 programs that reported raw numbers of loans, 10
     reported a lower raw number of loans in foreclosure in 2007
     than in 2005.

  -- In general, HFA programs consist of loan pools that contain a
     diversity of loan vintages, including a large percentage of
     seasoned loans whose solid performance lend strength to the
     programs.

  -- HFA programs are overwhelmingly comprised of fixed-rate level
     payment mortgage loans.

The report, which is available at moodys.com, is titled, "State
HFA Single Family Whole Loan Programs Experience Increasing
Delinquencies and Foreclosures in 2007 Although Performance
Remains Consistent with Existing Ratings."


* Moody's Says Apparel Industry's Outlook Remains Negative
----------------------------------------------------------
The outlook for the apparel industry remains negative due to
continued retailer consolidation in the US as well as weakening
consumer spending, says Moody's Investors Service, as pressures in
the housing market and rising inflation take their toll on
discretionary spending.

"Our negative outlook assumes the continuation of several negative
economic indicators," says Moody's Vice-President Scott Tuhy,
"including deteriorating housing market conditions, rising food
and energy costs, as well as uncertain job and income prospects."

Overall rating actions are expected to be mixed, says Moody's.

"The size and scale of a company's international operations is an
increasingly important point of differentiation," says Tuhy,
"International diversification allows apparel companies to reduce
exposure to US consumers and take advantage of rising incomes in
emerging market countries."  Firms that have a higher presence in
more stable replenishment categories are expected to exhibit
greater operating and rating stability.

Moody's also views increasing scale and diversification as
potentially positive for companies' credit quality.  Many major
department stores- the primary customers of the apparel industry-
have reported negative monthly store sales since the 2007 holiday
season, and a material recovery is not expected in 2008, says
Tuhy.  "We expect this challenge to fuel merger and acquisition
activity as vendors try to acquire well-known brands to broaden
their own brand portfolios to gain leverage with retailers.

Overall, firms that remain highly reliant on the wholesale channel
will be at greater risk of downgrades than firms that can
diversify away from the consolidating wholesale channel, says
Moody's.  "We expect the trend toward more private label brands to
continue, creating challenges for the industry to maintain
placement with key retailers," says Tuhy.


* BOND PRICING: For the Week of May 5 - May 9, 2008
---------------------------------------------------
Issuer                      Coupon         Maturity   Bid Price
------                      ------         --------   ---------
AIRTRAN HOLDINGS              7.000%        7/1/2023     73.5000
BOWATER INC                   9.500%      10/15/2012     61.8750
BOWATER INC                   6.500%       6/15/2013     60.0000
BOWATER INC                   9.375%      12/15/2021     60.0000
AMBAC INC                     5.950%       12/5/2035     54.0000
AMBAC INC                     6.150%        2/7/2087     32.2500
AMERICREDIT CORP              0.750%       9/15/2011     72.5000
AMERICREDIT CORP              2.125%       9/15/2013     66.7500
ALESCO FINANCIAL              7.625%       5/15/2027     59.1000
ANTIGENICS                    5.250%        2/1/2025     45.4550
ATHEROGENICS INC              4.500%        9/1/2008     51.5000
ATHEROGENICS INC              4.500%        3/1/2011     11.6310
ATHEROGENICS INC              1.500%        2/1/2012     10.1250
ASSURED GUARANTY              6.400%      12/15/2066     74.0000
ALLEGIANCE TEL               11.750%       2/15/2008      7.3200
ALLEGIANCE TEL               12.875%       5/15/2008      6.8000
ALION SCIENCE                10.250%        2/1/2015     69.0000
LUCENT TECH                   6.500%       1/15/2028     75.2500
AMD                           6.000%        5/1/2015     66.9325
AMD                           6.000%        5/1/2015     67.2350
AMER TISSUE INC              12.500%       7/15/2006      0.2500
AMES TRUE TEMPER             10.000%       7/15/2012     61.0000
AMBASSADORS INTL              3.750%       4/15/2027     52.0000
AMR CORP                      9.200%       1/30/2012     70.0000
AM AIRLN EQ TRST             10.680%        3/4/2013     65.0000
AMERICAN AIRLINE              9.730%       9/29/2014     71.5000
AMR CORP                      9.000%       9/15/2016     71.0000
AMERICAN AIRLINE              8.390%        1/2/2017     68.0400
AMR CORP                     10.150%       5/15/2020     75.0000
AMR CORP                      9.880%       6/15/2020     60.0510
AMR CORP                     10.000%       4/15/2021     68.6630
AMR CORP                      9.750%       8/15/2021     75.0000
EMPIRE GAS CORP               9.000%      12/31/2007      0.0090
ALERIS INTL INC              10.000%      12/15/2016     67.7500
ASHTON WOODS USA              9.500%       10/1/2015     55.5000
ASPECT MEDICAL                2.500%       6/15/2014     55.1210
ASPECT MEDICAL                2.500%       6/15/2014     55.0053
ALLTEL CORP                   7.000%       3/15/2016     76.2500
ALLTEL CORP                   6.800%        5/1/2029     63.0000
ALLTEL CORP                   7.875%        7/1/2032     74.5000
AT HOME CORP                  4.750%      12/15/2006      0.0100
AVENTINE RENEW               10.000%        4/1/2017     62.5000
BANK OF AMER CRP              4.500%       6/15/2028     77.7460
BANK NEW ENGLAND              8.750%        4/1/1999      8.0000
BUDGET GROUP INC              9.125%        4/1/2006      0.0100
BEARINGPOINT INC              3.100%      12/15/2024     42.6648
BEARINGPOINT INC              4.100%      12/15/2024     39.8401
BELL MICROPRODUC              3.750%        3/5/2024     70.2680
BALLY TOTAL FITN             13.000%       7/15/2011     68.0000
BANKUNITED CAP                3.125%        3/1/2034     42.5000
BURLINGTON NORTH              3.200%        1/1/2045     53.7360
NORTHERN PAC RY               3.000%        1/1/2047     51.0000
NORTHERN PAC RY               3.000%        1/1/2047     75.0000
BUFFETS INC                  12.500%       11/1/2014      2.5000
BON-TON DEPT STR             10.250%       3/15/2014     75.5000
BORLAND SOFTWARE              2.750%       2/15/2012     68.7935
BORLAND SOFTWARE              2.750%       2/15/2012     68.3200
BRODER BROS CO               11.250%      10/15/2010     70.6250
BEAR STEARNS CO               6.000%       5/15/2037     85.0000
CAPMARK FINL GRP              6.300%       5/10/2017     73.0000
CROWN CORK &SEAL              7.500%      12/15/2096     80.6250
COMPUCREDIT                   3.625%       5/30/2025     46.0000
COMPUCREDIT                   5.875%      11/30/2035     38.5330
CLEAR CHANNEL                 5.500%       9/15/2014     70.0000
CLEAR CHANNEL                 4.900%       5/15/2015     66.2500
CLEAR CHANNEL                 5.500%      12/15/2016     65.0000
CLEAR CHANNEL                 6.875%       6/15/2018     69.2500
CLEAR CHANNEL                 7.250%      10/15/2027     60.0000
CELL GENESYS INC              3.125%       11/1/2011     74.2360
COUNTRYWIDE HOME              5.000%       5/16/2013     69.8940
COUNTRYWIDE FINL              5.000%       5/11/2015     74.4000
COUNTRYWIDE HOME              5.900%       1/24/2018     65.0000
COUNTRYWIDE HOME              6.000%       1/24/2018     72.0000
COUNTRYWIDE HOME              5.500%       5/16/2018     67.5890
COUNTRYWIDE FINL              5.250%       5/11/2020     64.0610
COUNTRYWIDE FINL              5.250%       5/27/2020     63.1730
COUNTRYWIDE FINL              6.000%       3/23/2021     73.0000
COUNTRYWIDE FINL              6.000%        4/6/2021     69.5000
COUNTRYWIDE FINL              6.000%       4/13/2021     70.2980
COUNTRYWIDE FINL              6.125%       4/26/2021     68.2000
COUNTRYWIDE HOME              6.000%       5/16/2023     68.1300
COUNTRYWIDE FINL              6.000%       3/16/2026     61.2550
COUNTRYWIDE HOME              6.150%       6/25/2029     72.2660
COUNTRYWIDE HOME              6.200%       7/16/2029     63.5000
COUNTRYWIDE HOME              6.000%       7/23/2029     61.2660
COUNTRYWIDE FINL              6.000%      11/22/2030     58.8200
COUNTRYWIDE FINL              5.750%       1/24/2031     66.2980
COUNTRYWIDE FINL              5.800%       1/27/2031     67.7730
COUNTRYWIDE FINL              6.000%      11/14/2035     58.9790
COUNTRYWIDE FINL              6.000%      12/14/2035     58.8610
COUNTRYWIDE FINL              6.000%        2/8/2036     59.2790
COUNTRYWIDE FINL              6.300%       4/28/2036     65.3000
CHEMED CORP                   1.875%       5/15/2014     76.5000
CHARMING SHOPPES              1.125%        5/1/2014     64.8750
CHS ELECTRONICS               9.875%       4/15/2005     99.9800
CHARTER COMM LP               5.875%      11/16/2009     67.0410
CHARTER COMM HLD             11.125%       1/15/2011     65.5000
CHARTER COMM HLD             10.000%       5/15/2011     63.0000
CHARTER COMM HLD             11.750%       5/15/2011     63.0000
CCH I LLC                    11.125%       1/15/2014     57.9380
CCH I LLC                     9.920%        4/1/2014     58.0000
CCH I LLC                    10.000%       5/15/2014     58.0000
CHARTER COMM LP               6.500%       10/1/2027     55.3750
CIT GROUP INC                 5.000%      11/15/2009     71.0000
CIT GROUP INC                 4.700%      12/15/2009     75.0000
CIT GROUP INC                 6.500%       3/15/2011     72.0000
CIT GROUP INC                 5.250%      11/15/2011     68.5150
CIT GROUP INC                 6.050%       5/15/2013     73.9790
CIT GROUP INC                 5.200%      10/15/2013     69.5000
CIT GROUP INC                 5.100%      11/15/2013     84.7010
CIT GROUP INC                 5.050%       9/15/2014     72.0320
CIT GROUP INC                 5.100%      10/15/2014     68.6250
CIT GROUP INC                 5.750%      12/15/2015     72.6520
CIT GROUP INC                 5.950%       9/15/2016     69.0200
CIT GROUP INC                 6.050%       9/15/2016     72.2150
CIT GROUP INC                 6.000%      11/15/2016     70.2000
CIT GROUP INC                 5.800%      12/15/2016     68.2600
CIT GROUP INC                 6.250%       8/15/2021     70.4700
CIT GROUP INC                 6.150%       9/15/2021     67.4740
CIT GROUP INC                 6.250%       9/15/2021     69.9250
CIT GROUP INC                 6.250%      11/15/2021     70.0100
CIT GROUP INC                 5.875%      12/15/2021     67.5000
CIT GROUP INC                 6.100%       3/15/2067     52.0000
COLLINS & AIKMAN             10.750%      12/31/2011      0.0630
CLAIRE'S STORES               9.250%        6/1/2015     67.7500
CLAIRE'S STORES               9.625%        6/1/2015     59.0000
CLAIRE'S STORES              10.500%        6/1/2017     53.2500
COMERICA CAP TR               6.576%       2/20/2037     68.7500
CMP SUSQUEHANNA               9.875%       5/15/2014     71.5000
NEW PLAN REALTY               7.970%       8/14/2026     67.5500
NEW PLAN REALTY               7.650%       11/2/2026     66.2500
NEW PLAN REALTY               7.680%       11/2/2026     68.1250
NEW PLAN REALTY               6.900%       2/15/2028     67.6250
NEW PLAN REALTY               6.900%       2/15/2028     59.0000
NEW PLAN EXCEL                7.500%       7/30/2029     66.0000
NEW ORL GRT N RR              5.000%        7/1/2032     56.3332
CONSTAR INTL                 11.000%       12/1/2012     60.2500
CONEXANT SYSTEMS              4.000%        3/1/2026     70.5250
COLOR TILE INC               10.750%      12/15/2001     99.9800
COMPLETE MGMT                 8.000%       8/15/2003      0.0003
CARAUSTAR INDS                7.375%        6/1/2009     74.0000
CAPITALSOURCE                 3.500%       7/15/2034     70.0000
CV THERAPEUTICS               3.250%       8/16/2013     73.5000
CITIZENS UTIL CO              7.050%       10/1/2046     71.5000
DELTA AIR LINES               9.875%       4/30/2008     49.0000
DELTA AIR LINES               8.000%       12/1/2015     57.0000
DELTA AIR LINES              10.500%       4/30/2016     49.0000
DECODE GENETICS               3.500%       4/15/2011     44.0000
DILLARD DEPT STR              7.750%       7/15/2026     82.0000
DILLARD DEPT STR              7.750%       5/15/2027     79.7500
DILLARDS INC                  7.000%       12/1/2028     73.1000
DELTA MILLS INC               9.625%        9/1/2007     10.0000
DENDREON CORP                 4.750%       6/15/2014     73.0000
DELPHI CORP                   6.500%       8/15/2013     34.9380
DELPHI CORP                   8.250%      10/15/2033     10.0000
DELPHI CORP                   6.197%      11/15/2033     19.5000
DURA OPERATING                9.000%        5/1/2009      0.0100
DURA OPERATING                8.625%       4/15/2012      9.5000
ENCORE CAPITAL                3.375%       9/19/2010     73.5000
FORD MOTOR CRED               5.650%      11/21/2011     84.2100
FORD MOTOR CRED               5.650%      12/20/2011     74.8100
FORD MOTOR CRED               5.850%       1/20/2012     72.0000
FORD MOTOR CRED               6.250%      12/20/2013     72.0000
FORD MOTOR CRED               6.550%      12/20/2013     74.9800
FORD MOTOR CRED               5.650%       1/21/2014     72.4420
FORD MOTOR CRED               5.750%       1/21/2014     71.5450
FORD MOTOR CRED               5.750%       2/20/2014     66.5100
FORD MOTOR CRED               5.900%       2/20/2014     74.2870
FORD MOTOR CRED               6.050%       3/20/2014     74.0330
FORD MOTOR CRED               6.200%       4/21/2014     73.0000
FORD MOTOR CRED               6.800%       6/20/2014     74.0000
FORD MOTOR CRED               6.000%      11/20/2014     72.6090
FORD MOTOR CRED               6.000%      11/20/2014     75.6570
FORD MOTOR CRED               6.050%      12/22/2014     75.4120
FORD MOTOR CRED               6.050%      12/22/2014     72.0000
FORD MOTOR CRED               6.000%       1/20/2015     71.9600
FORD MOTOR CRED               6.150%       1/20/2015     74.0000
FORD MOTOR CRED               6.250%       1/20/2015     68.2200
FORD MOTOR CRED               6.000%       2/20/2015     70.0000
FORD MOTOR CRED               6.050%       2/20/2015     72.0000
FORD MOTOR CRED               6.100%       2/20/2015     70.3750
FORD MOTOR CRED               6.200%       3/20/2015     74.4290
FORD MOTOR CRED               6.250%       3/20/2015     73.0000
FORD MOTOR CRED               6.500%       3/20/2015     65.5000
FORD MOTOR CRED               6.800%       3/20/2015     72.0000
FORD MOTOR CRED               7.350%       3/20/2015     67.7550
FORD MOTOR CRED               7.350%       9/15/2015     75.1721
FORD MOTOR CRED               7.250%       7/20/2017     74.9190
FORD MOTOR CRED               7.400%       8/21/2017     71.0000
FORD MOTOR CO                 6.500%        8/1/2018     72.5000
FORD MOTOR CO                 7.125%      11/15/2025     71.0000
FORD MOTOR CO                 7.500%        8/1/2026     71.5000
FORD MOTOR CO                 6.625%       2/15/2028     65.0000
FORD MOTOR CO                 6.625%       10/1/2028     66.1250
FORD MOTOR CO                 6.375%        2/1/2029     65.6250
FORD MOTOR CO                 7.450%       7/16/2031     73.7500
FORD MOTOR CRED               7.500%       8/20/2032     68.8210
FORD MOTOR CO                 7.750%       6/15/2043     63.5000
FORD MOTOR CO                 7.400%       11/1/2046     62.0000
FORD MOTOR CO                 7.700%       5/15/2097     65.4000
FONTAINEBLEAU LA             10.250%       6/15/2015     72.6875
FRANKLIN BANK                 4.000%        5/1/2027     30.2500
FIRST DATA CORP               5.625%       11/1/2011     57.0000
FIRST DATA CORP               4.700%        8/1/2013     49.5000
FIRST DATA CORP               4.850%       10/1/2014     45.0100
FIRST DATA CORP               4.950%       6/15/2015     48.5000
FAMILY GOLF CTRS              5.750%      10/15/2004      0.0100
FGIC CORP                     6.000%       1/15/2034     16.7771
FEDDERS NORTH AM              9.875%        3/1/2014      5.0000
FINLAY FINE JWLY              8.375%        6/1/2012     40.5000
FINOVA GROUP                  7.500%      11/15/2009     14.2500
FRONTIER AIRLINE              5.000%      12/15/2025     34.2500
FIBERTOWER CORP               9.000%      11/15/2012     78.1250
FULTON CAP TRUST              6.290%        2/1/2036     72.4600
FIVE STAR QUALIT              3.750%      10/15/2026     70.0000
FIVE STAR QUALIT              3.750%      10/15/2026     74.2300
BUILDING MAT COR              7.750%        8/1/2014     74.5000
MEDIANEWS GROUP               6.875%       10/1/2013     48.2500
MEDIANEWS GROUP               6.375%        4/1/2014     46.2500
GOLDEN BOOKS PUB             10.750%      12/31/2004      0.0100
GRANCARE INC                  9.375%       9/15/2005      0.0100
GEORGIA GULF CRP             10.750%      10/15/2016     64.2500
GENERAL MOTORS                8.250%       7/15/2023     76.2500
GENERAL MOTORS                8.100%       6/15/2024     73.1250
GENERAL MOTORS                7.400%        9/1/2025     67.0000
GENERAL MOTORS                6.750%        5/1/2028     60.0000
GENERAL MOTORS                8.375%       7/15/2033     74.2500
GENERAL MOTORS                7.375%       5/23/2048     59.0000
GMAC                          7.000%       1/15/2013     74.9400
GMAC                          7.100%       1/15/2013     74.0000
GMAC                          6.500%       2/15/2013     72.5950
GMAC                          6.250%       3/15/2013     72.2640
GMAC                          5.850%       5/15/2013     65.0000
GMAC                          6.100%       5/15/2013     72.9170
GMAC                          6.350%       5/15/2013     76.7810
GMAC                          6.500%       5/15/2013     74.5000
GMAC                          5.700%       6/15/2013     69.0450
GMAC                          5.850%       6/15/2013     73.3490
GMAC                          5.850%       6/15/2013     68.7800
GMAC                          5.850%       6/15/2013     70.5000
GMAC                          6.000%       7/15/2013     70.5230
GMAC                          6.250%       7/15/2013     67.1100
GMAC                          6.375%        8/1/2013     70.7700
GMAC                          6.150%       9/15/2013     65.8200
GMAC                          5.700%      10/15/2013     69.8000
GMAC                          6.250%      10/15/2013     73.5000
GMAC                          6.300%      10/15/2013     75.0000
GMAC                          6.000%      11/15/2013     69.3300
GMAC                          6.100%      11/15/2013     70.0000
GMAC                          6.150%      11/15/2013     69.8400
GMAC                          6.200%      11/15/2013     67.0000
GMAC                          6.250%      11/15/2013     70.5530
GMAC                          6.300%      11/15/2013     70.0000
GMAC                          5.700%      12/15/2013     71.0000
GMAC                          5.900%      12/15/2013     68.9860
GMAC                          5.900%      12/15/2013     64.9340
GMAC                          6.000%      12/15/2013     71.6670
GMAC                          6.150%      12/15/2013     68.5000
GMAC                          5.250%       1/15/2014     67.0000
GMAC                          5.350%       1/15/2014     68.5000
GMAC                          5.750%       1/15/2014     67.7300
GMAC                          6.375%       1/15/2014     75.8200
GMAC                          6.700%       5/15/2014     70.0000
GMAC                          6.700%       5/15/2014     70.0800
GMAC                          6.700%       6/15/2014     69.2900
GMAC                          6.750%       6/15/2014     74.0000
GMAC                          8.400%       8/15/2015     79.7750
GMAC                          8.500%       8/15/2015     69.0000
GMAC                          6.750%       7/15/2016     69.2000
GMAC                          6.600%       8/15/2016     64.0900
GMAC                          6.700%       8/15/2016     70.2400
GMAC                          6.750%       8/15/2016     66.8900
GMAC                          6.875%       8/15/2016     68.7300
GMAC                          6.750%       9/15/2016     62.6250
GMAC                          7.375%      11/15/2016     73.5000
GMAC                          7.500%      11/15/2016     73.5500
GMAC                          6.750%       6/15/2017     64.2190
GMAC                          6.900%       6/15/2017     63.3400
GMAC                          6.950%       6/15/2017     69.5000
GMAC                          7.000%       6/15/2017     69.9080
GMAC                          7.000%       7/15/2017     65.0000
GMAC                          7.500%       8/15/2017     69.6090
GMAC                          7.250%       9/15/2017     64.8600
GMAC                          7.250%       9/15/2017     68.7650
GMAC                          7.250%       9/15/2017     65.0000
GMAC                          7.250%       9/15/2017     66.0000
GMAC                          7.125%      10/15/2017     67.0000
GMAC                          7.200%      10/15/2017     65.3900
GMAC                          7.200%      10/15/2017     70.0000
GMAC                          7.750%      10/15/2017     71.6740
GMAC                          8.000%      10/15/2017     75.1250
GMAC                          7.500%      11/15/2017     65.8800
GMAC                          7.500%      11/15/2017     68.6880
GMAC                          8.000%      11/15/2017     71.2500
GMAC                          8.125%      11/15/2017     75.0000
GMAC                          7.300%      12/15/2017     62.4800
GMAC                          7.400%      12/15/2017     67.0810
GMAC                          7.500%      12/15/2017     66.8090
GMAC                          7.500%      12/15/2017     66.0500
GMAC                          7.250%       1/15/2018     66.7570
GMAC                          7.300%       1/15/2018     68.5000
GMAC                          7.300%       1/15/2018     67.4960
GMAC                          7.000%       2/15/2018     61.1250
GMAC                          7.000%       2/15/2018     67.3080
GMAC                          7.000%       2/15/2018     62.8750
GMAC                          6.750%       3/15/2018     70.5000
GMAC                          7.000%       3/15/2018     69.0000
GMAC                          7.050%       3/15/2018     68.5000
GMAC                          7.050%       3/15/2018     65.3600
GMAC                          7.050%       4/15/2018     65.1550
GMAC                          7.250%       4/15/2018     63.0000
GMAC                          7.250%       4/15/2018     68.0000
GMAC                          7.350%       4/15/2018     66.1250
GMAC                          7.375%       4/15/2018     72.7500
GMAC                          6.600%       5/15/2018     63.5000
GMAC                          6.850%       5/15/2018     65.1000
GMAC                          7.000%       5/15/2018     65.9010
GMAC                          6.500%       6/15/2018     63.0000
GMAC                          6.650%       6/15/2018     66.1060
GMAC                          6.700%       6/15/2018     64.8000
GMAC                          6.700%       6/15/2018     65.6030
GMAC                          6.750%       7/15/2018     62.5000
GMAC                          6.875%       7/15/2018     65.0400
GMAC                          6.900%       7/15/2018     63.5400
GMAC                          6.900%       8/15/2018     67.0000
GMAC                          7.000%       8/15/2018     63.4820
GMAC                          7.250%       8/15/2018     66.9200
GMAC                          7.250%       8/15/2018     65.8500
GMAC                          6.750%       9/15/2018     66.5630
GMAC                          6.800%       9/15/2018     63.0170
GMAC                          7.000%       9/15/2018     64.9120
GMAC                          7.150%       9/15/2018     62.5000
GMAC                          7.250%       9/15/2018     63.5370
GMAC                          6.650%      10/15/2018     64.0000
GMAC                          6.650%      10/15/2018     62.0000
GMAC                          6.750%      10/15/2018     62.9530
GMAC                          6.800%      10/15/2018     65.0000
GMAC                          6.500%      11/15/2018     61.8160
GMAC                          6.700%      11/15/2018     64.1700
GMAC                          6.750%      11/15/2018     63.0080
GMAC                          6.250%      12/15/2018     64.2500
GMAC                          6.400%      12/15/2018     65.0700
GMAC                          6.500%      12/15/2018     62.1200
GMAC                          6.500%      12/15/2018     64.0000
GMAC                          5.900%       1/15/2019     62.6120
GMAC                          5.900%       1/15/2019     58.3500
GMAC                          6.250%       1/15/2019     62.0990
GMAC                          5.900%       2/15/2019     55.7700
GMAC                          6.000%       2/15/2019     63.0000
GMAC                          6.000%       2/15/2019     58.0000
GMAC                          6.000%       2/15/2019     63.7500
GMAC                          6.000%       3/15/2019     63.2000
GMAC                          6.000%       3/15/2019     63.1000
GMAC                          6.000%       3/15/2019     58.9900
GMAC                          6.000%       3/15/2019     58.0000
GMAC                          6.000%       3/15/2019     59.7500
GMAC                          6.000%       4/15/2019     57.7500
GMAC                          6.200%       4/15/2019     64.0000
GMAC                          6.250%       4/15/2019     60.0000
GMAC                          6.350%       4/15/2019     60.7100
GMAC                          6.250%       5/15/2019     62.0550
GMAC                          6.500%       5/15/2019     61.5610
GMAC                          6.750%       5/15/2019     65.2900
GMAC                          6.750%       5/15/2019     66.6480
GMAC                          6.600%       6/15/2019     64.5000
GMAC                          6.600%       6/15/2019     63.3300
GMAC                          6.700%       6/15/2019     61.4440
GMAC                          6.750%       6/15/2019     62.5000
GMAC                          6.750%       6/15/2019     62.9100
GMAC                          6.250%       7/15/2019     63.0000
GMAC                          6.350%       7/15/2019     66.0000
GMAC                          6.350%       7/15/2019     59.9800
GMAC                          6.050%       8/15/2019     59.0200
GMAC                          6.050%       8/15/2019     63.0000
GMAC                          6.150%       8/15/2019     56.5000
GMAC                          6.300%       8/15/2019     61.1600
GMAC                          6.300%       8/15/2019     60.0900
GMAC                          6.000%       9/15/2019     58.4100
GMAC                          6.000%       9/15/2019     56.5500
GMAC                          6.100%       9/15/2019     60.8750
GMAC                          6.150%       9/15/2019     59.5600
GMAC                          5.900%      10/15/2019     59.2000
GMAC                          6.050%      10/15/2019     63.0000
GMAC                          6.125%      10/15/2019     62.2000
GMAC                          6.150%      10/15/2019     64.0000
GMAC                          6.400%      11/15/2019     64.8000
GMAC                          6.400%      11/15/2019     63.7420
GMAC                          6.550%      12/15/2019     66.0000
GMAC                          6.700%      12/15/2019     65.0000
GMAC                          6.500%       1/15/2020     58.0000
GMAC                          6.500%       2/15/2020     61.2600
GMAC                          6.650%       2/15/2020     61.2600
GMAC                          6.750%       3/15/2020     65.4720
GMAC                          7.000%       2/15/2021     66.1400
GMAC                          7.000%       9/15/2021     68.0000
GMAC                          7.000%       9/15/2021     67.8700
GMAC                          7.000%       6/15/2022     67.5000
GMAC                          7.000%      11/15/2023     64.8750
GMAC                          7.000%      11/15/2024     62.0700
GMAC                          7.000%      11/15/2024     68.7000
GMAC                          7.000%      11/15/2024     68.5000
GMAC                          7.150%       1/15/2025     64.0000
GMAC                          7.250%       1/15/2025     61.0000
GMAC                          7.250%       2/15/2025     68.5000
GMAC                          7.150%       3/15/2025     66.2500
GMAC                          7.250%       3/15/2025     63.5410
GMAC                          7.500%       3/15/2025     62.1220
GMAC                          8.000%       3/15/2025     70.6600
OUTBOARD MARINE              10.750%        6/1/2008     10.0000
OUTBOARD MARINE               9.125%       4/15/2017      7.0000
REALOGY CORP                 10.500%       4/15/2014     72.8750
REALOGY CORP                 12.375%       4/15/2015     53.5000
HUNTINGTON NATL               5.375%       2/28/2019     69.8751
HUNTINGTON CAPIT              6.650%       5/15/2037     68.0000
COLUMBIA/HCA                  7.500%      11/15/2095     73.7500
HERBST GAMING                 8.125%        6/1/2012     22.5000
HERBST GAMING                 7.000%      11/15/2014     21.5000
HARRAHS OPER CO               5.375%      12/15/2013     62.2500
HARRAHS OPER CO               5.625%        6/1/2015     58.0000
HARRAHS OPER CO               6.500%        6/1/2016     59.0000
HARRAHS OPER CO               5.750%       10/1/2017     56.2500
HUMAN GENOME                  2.250%       8/15/2012     72.8750
HILTON HOTELS                 7.500%      12/15/2017     73.2600
HINES NURSERIES              10.250%       10/1/2011     56.2500
K HOVNANIAN ENTR              8.875%        4/1/2012     71.0000
K HOVNANIAN ENTR              7.750%       5/15/2013     64.0000
K HOVNANIAN ENTR              6.500%       1/15/2014     72.2500
K HOVNANIAN ENTR              6.375%      12/15/2014     70.7500
K HOVNANIAN ENTR              6.250%       1/15/2015     72.2500
K HOVNANIAN ENTR              6.250%       1/15/2016     72.5000
K HOVNANIAN ENTR              7.500%       5/15/2016     72.2500
HERCULES INC                  6.500%       6/30/2029     75.0000
HERCULES INC                  6.500%       6/30/2029     80.5000
HUTCHINSON TECH               3.250%       1/15/2026     75.2500
HEADWATERS INC                2.500%        2/1/2014     68.0150
HAWAIIAN TELCOM               9.750%        5/1/2013     47.0000
HAWAIIAN TELCOM              12.500%        5/1/2015     30.5380
BORDEN INC                    8.375%       4/15/2016     69.2500
BORDEN INC                    9.200%       3/15/2021     56.0000
BORDEN INC                    7.875%       2/15/2023     52.0500
IDEARC INC                    8.000%      11/15/2016     69.6880
IMPERIAL CREDIT               9.875%       1/15/2007      0.0100
ION MEDIA                    11.000%       7/31/2013     22.0000
ISOLAGEN INC                  3.500%       11/1/2024     15.0000
INDALEX HOLD                 11.500%        2/1/2014     70.0000
IRIDIUM LLC/CAP              10.875%       7/15/2005      0.6250
IRIDIUM LLC/CAP              11.250%       7/15/2005      1.0000
IRIDIUM LLC/CAP              13.000%       7/15/2005      1.1630
IRIDIUM LLC/CAP              14.000%       7/15/2005      0.7500
IT GROUP INC                 11.250%        4/1/2009      0.2670
JETBLUE AIRWAYS               3.750%       3/15/2035     73.2500
JB POINDEXTER                 8.750%       3/15/2014     78.5000
JONES APPAREL                 6.125%      11/15/2034     66.0000
JP MORGAN CHASE              10.000%       7/31/2008     69.7500
JP MORGAN CHASE              10.900%       7/31/2008     69.4800
JP MORGAN CHASE              12.000%       7/31/2008     35.7000
JP MORGAN CHASE               9.500%       9/29/2008     70.0000
KEYSTONE AUTO OP              9.750%       11/1/2013     59.0000
KELLSTROM INDS                5.750%      10/15/2002      0.0100
KEMET CORP                    2.250%      11/15/2026     70.0000
KEMET CORP                    2.250%      11/15/2026     67.8720
KEYCORP CAP VII               5.700%       6/15/2035     78.6500
KIMBALL HILL INC             10.500%      12/15/2012      3.7500
KAISER ALUMINUM               9.875%       2/15/2002      0.0100
KAISER ALUMINUM              12.750%        2/1/2003      6.5000
KN CAP TRUST III              7.630%       4/15/2028     71.0000
K MART FUNDING                8.800%        7/1/2010      1.0000
KMART 95-K1 PT                8.990%        7/5/2010      0.0100
KMART 95-K3 PT                8.540%        1/2/2015      0.0100
KMART 95-K2 PT                9.780%        1/5/2020      0.0100
KRATON POLYMERS               8.125%       1/15/2014     63.5000
KELLWOOD CO                   7.625%      10/15/2017     66.0000
LIBERTY MEDIA                 4.000%      11/15/2029     56.0000
LIBERTY MEDIA                 3.750%       2/15/2030     51.7500
LIBERTY MEDIA                 3.500%       1/15/2031     56.0000
LIBERTY MEDIA                 3.250%       3/15/2031     71.0000
LAZYDAYS RV                  11.750%       5/15/2012     73.5000
LIFETIME BRANDS               4.750%       7/15/2011     72.2500
LEHMAN BROS HLDG              5.250%       9/14/2019     72.2500
LEHMAN BROS HLDG              5.400%        3/6/2020     71.1000
LEHMAN CAP VII                5.857%        5475600%     71.5000
LEINER HEALTH                11.000%        6/1/2012      0.1250
CHENIERE ENERGY               2.250%        8/1/2012     49.0000
LANDRY'S RESTAUR              7.500%      12/15/2014     73.5000
LIFECARE HOLDING              9.250%       8/15/2013     50.0000
LTV CORP                      8.200%       9/15/2007     99.9800
EQUISTAR CHEMICA              7.550%       2/15/2026     68.5630
MILLENNIUM AMER               7.625%      11/15/2026     64.7500
MAJESTIC STAR                 9.750%       1/15/2011     35.7500
MBIA INC                      6.400%       8/15/2022     77.8440
MBIA INC                      7.000%      12/15/2025     85.0000
MBIA INC                      5.700%       12/1/2034     65.5000
MAGNA ENTERTAINM              7.250%      12/15/2009     51.7500
MAGNA ENTERTAINM              8.550%       6/15/2010     53.0000
MERRILL LYNCH                10.000%        3/6/2009     25.8500
MERRILL LYNCH                11.000%       4/28/2009     25.9900
MERRILL LYNCH                12.000%       3/26/2010     25.9300
MERISANT CO                   9.500%       7/15/2013     72.0000
MERIX CORP                    4.000%       5/15/2013     53.0000
METALDYNE CORP               11.000%       6/15/2012     38.0000
METALDYNE CORP               10.000%       11/1/2013     66.0000
MASONITE CORP                11.000%        4/6/2015     67.2500
KNIGHT RIDDER                 4.625%       11/1/2014     70.5000
KNIGHT RIDDER                 5.750%        9/1/2017     68.1200
KNIGHT RIDDER                 7.150%       11/1/2027     68.0900
KNIGHT RIDDER                 6.875%       3/15/2029     68.5000
MANNKIND CORP                 3.750%      12/15/2013     43.8750
MOMENTIVE PERFOR             11.500%       12/1/2016     74.9500
MORRIS PUBLISH                7.000%        8/1/2013     61.2500
MOTOROLA INC                  5.220%       10/1/2097     54.4240
MOA HOSPITALITY               8.000%      10/15/2007     75.0000
MOVIE GALLERY                11.000%        5/1/2012     28.5000
MRS FIELDS                    9.000%       3/15/2011     73.7500
MORGAN STANLEY               10.000%       4/20/2009     19.5000
MORGAN STANLEY               10.000%       5/20/2009     20.3500
MORGAN STANLEY                8.000%       2/23/2037     73.0000
MILACRON ESCROW              11.500%       5/15/2011     75.5000
NORTH ATL TRADNG              9.250%        3/1/2012     61.5000
NEENAH FOUNDRY                9.500%        1/1/2017     69.0000
NEFF CORP                    10.000%        6/1/2015     47.2500
NATL FINANCIAL                0.750%        2/1/2012     71.3430
NEKTAR THERAPEUT              3.250%       9/28/2012     71.6390
NELNET INC                    7.400%       9/29/2036     70.0000
NATL STEEL CORP               8.375%        8/1/2006      0.0100
NORTHERN TEL CAP              7.875%       6/15/2026     69.0000
NTK HOLDINGS INC              0.000%        3/1/2014     44.2500
NORTEK INC                    8.500%        9/1/2014     74.0000
GLOBAL HEALTH SC             11.000%        5/1/2008      0.3130
NUVEEN INVEST                 5.500%       9/15/2015     71.0000
NORTHWESTERN CRP              7.960%      12/21/2026      3.7500
NORTHWST STL&WIR              9.500%       6/15/2001      0.0100
REALTY INCOME                 5.875%       3/15/2035     70.8541
OCWEN CAP TRST I             10.875%        8/1/2027     77.0000
OMNICARE INC                  3.250%      12/15/2035     72.1880
OAKWOOD HOMES                 7.875%        3/1/2004      3.5000
AMER & FORGN PWR              5.000%        3/1/2030     51.7590
OSCIENT PHARM                 3.500%       4/15/2011     40.6400
PAC-WEST TELECOM             13.500%        2/1/2009      0.0625
PANOLAM INDUSTRI             10.750%       10/1/2013     79.6250
VERIFONE HOLDING              1.625%       6/15/2012     75.0609
PCA LLC/PCA FIN              11.875%        8/1/2009      4.1900
RESTAURANT CO                10.000%       10/1/2013     72.0000
PALM HARBOR                   3.250%       5/15/2024     47.2500
PLY GEM INDS                  9.000%       2/15/2012     70.5000
PORTOLA PACKAGIN              8.250%        2/1/2012     62.5000
PROPEX FABRICS               10.000%       12/1/2012      4.0000
PRIMUS TELECOM                5.000%       6/30/2009     58.0000
PRIMUS TELECOM                3.750%       9/15/2010     34.7500
PRIMUS TELECOM                8.000%       1/15/2014     40.0000
POPE & TALBOT                 8.375%        6/1/2013     14.0000
PANTRY INC                    3.000%      11/15/2012     69.2340
NUTRITIONAL SRC              10.125%        8/1/2009     12.5000
POWERWAVE TECH                1.875%      11/15/2024     68.1960
POWERWAVE TECH                3.875%       10/1/2027     71.0350
POWERWAVE TECH                3.875%       10/1/2027     70.1840
PIXELWORKS INC                1.750%       5/15/2024     70.0000
QUALITY DISTRIBU              9.000%      11/15/2010     65.0000
RITE AID CORP                 6.875%       8/15/2013     70.0000
RITE AID CORP                 7.700%       2/15/2027     62.5000
RITE AID CORP                 6.875%      12/15/2028     55.3000
RADNOR HOLDINGS              11.000%       3/15/2010      0.1250
RAIT FINANCIAL                6.875%       4/15/2027     56.4861
READER'S DIGEST               9.000%       2/15/2017     72.5251
RADIAN GROUP                  5.625%       2/15/2013     79.5000
RADIAN GROUP                  5.375%       6/15/2015     71.0000
RESIDENTIAL CAP               8.375%       6/30/2010     53.5000
RESIDENTIAL CAP               8.000%       2/22/2011     49.0000
RESIDENTIAL CAP               8.500%        6/1/2012     48.7500
RESIDENTIAL CAP               8.500%       4/17/2013     49.0000
RESIDENTIAL CAP               8.875%       6/30/2015     48.7500
REGIONS FIN TR                6.625%       5/15/2047    101.2710
RF MICRO DEVICES              0.750%       4/15/2012     75.1797
RF MICRO DEVICES              1.000%       4/15/2014     70.4000
RF MICRO DEVICES              1.000%       4/15/2014     68.3898
RH DONNELLEY                  6.875%       1/15/2013     66.0000
RH DONNELLEY                  6.875%       1/15/2013     66.2500
RH DONNELLEY                  6.875%       1/15/2013     67.0000
DEX MEDIA INC                 8.000%      11/15/2013     80.0630
RH DONNELLEY                  8.875%       1/15/2016     69.0000
RH DONNELLEY                  8.875%      10/15/2017     68.0969
RICKEL HOME CNTR             13.500%      12/15/2001      0.0100
ROTECH HEALTHCA               9.500%        4/1/2012     78.0000
RENTECH INC                   4.000%       4/15/2013     50.6680
NEXTEL COMMUNIC               6.875%      10/31/2013     70.5000
SURGICAL CARE AF             10.000%       7/15/2017     69.0273
SPECIAL DEVICES              11.375%      12/15/2008     42.5000
SECURUS TECH                 11.000%        9/1/2011     77.0000
SEARS ROEBUCK AC              7.500%      10/15/2027     72.3150
SEARS ROEBUCK AC              6.750%       1/15/2028     69.5000
SEARS ROEBUCK AC              6.500%       12/1/2028     66.5000
SEARS ROEBUCK AC              7.000%        6/1/2032     67.6970
SIX FLAGS INC                 9.750%       4/15/2013     65.7890
SIX FLAGS INC                 9.625%        6/1/2014     67.0000
SIX FLAGS INC                 4.500%       5/15/2015     64.5000
SLM CORP                      5.000%       3/15/2013     75.0000
SLM CORP                      5.250%       9/15/2015     74.0000
SLM CORP                      4.100%      12/15/2015     71.8770
SLM CORP                      5.550%       3/15/2018     68.9000
SLM CORP                      5.650%       3/15/2018     64.5370
SLM CORP                      5.600%       6/15/2018     70.2190
SLM CORP                      5.250%       3/15/2019     62.0000
SLM CORP                      5.400%       3/15/2019     70.7001
SLM CORP                      5.500%       3/15/2019     66.7200
SLM CORP                      5.190%       4/24/2019     68.3140
SLM CORP                      5.000%       6/15/2019     66.6780
SLM CORP                      5.150%       6/15/2019     69.4130
SLM CORP                      5.500%       6/15/2019     67.1750
SLM CORP                      6.000%       6/15/2019     71.4000
SLM CORP                      6.000%       6/15/2019     63.5900
SLM CORP                      6.000%       9/15/2019     67.2960
SLM CORP                      6.000%       9/15/2019     63.2290
SLM CORP                      5.250%       6/15/2020     66.0000
SLM CORP                      5.000%       9/15/2020     71.1160
SLM CORP                      5.200%      12/15/2020     66.7330
SLM CORP                      5.450%      12/15/2020     69.3600
SLM CORP                      6.150%       3/10/2021     71.3196
SLM CORP                      6.000%       6/15/2021     62.9930
SLM CORP                      6.000%       6/15/2021     70.5000
SLM CORP                      6.100%       6/15/2021     73.0690
SLM CORP                      6.150%       6/15/2021     68.3750
SLM CORP                      5.600%       3/15/2022     67.5570
SLM CORP                      5.650%       6/15/2022     66.2765
SLM CORP                      5.650%       6/15/2022     68.7280
SLM CORP                      5.050%       3/15/2023     59.0000
SLM CORP                      5.400%       3/15/2023     73.0270
SLM CORP                      5.450%       3/15/2023     58.2480
SLM CORP                      5.625%       1/25/2025     65.4030
SLM CORP                      5.350%       6/15/2025     56.8860
SLM CORP                      5.350%       6/15/2025     55.0410
SLM CORP                      5.550%       6/15/2025     66.0330
SLM CORP                      6.000%       6/15/2026     65.6250
SLM CORP                      6.000%       6/15/2026     63.0000
SLM CORP                      6.000%      12/15/2026     70.1040
SLM CORP                      6.000%      12/15/2026     61.8500
SLM CORP                      6.000%      12/15/2026     59.6640
SLM CORP                      6.000%      12/15/2026     67.4610
SLM CORP                      6.050%      12/15/2026     68.4150
SLM CORP                      6.000%       3/15/2027     68.0620
SLM CORP                      5.200%       3/15/2028     61.7000
SLM CORP                      5.250%       3/15/2028     62.0770
SLM CORP                      5.550%       3/15/2028     61.5990
SLM CORP                      5.000%       6/15/2028     72.7060
SLM CORP                      5.250%       6/15/2028     56.7500
SLM CORP                      5.350%       6/15/2028     68.3400
SLM CORP                      5.450%       6/15/2028     60.6180
SLM CORP                      5.450%       6/15/2028     63.0850
SLM CORP                      5.500%       6/15/2028     61.8560
SLM CORP                      5.550%       6/15/2028     60.5000
SLM CORP                      4.800%      12/15/2028     64.8000
SLM CORP                      5.000%      12/15/2028     54.2910
SLM CORP                      5.150%      12/15/2028     64.1690
SLM CORP                      5.250%      12/15/2028     68.6100
SLM CORP                      5.300%      12/15/2028     66.3750
SLM CORP                      5.600%      12/15/2028     70.0000
SLM CORP                      5.800%      12/15/2028     63.5450
SLM CORP                      6.000%      12/15/2028     61.4000
SLM CORP                      6.100%      12/15/2028     70.3520
SLM CORP                      5.600%       3/15/2029     69.3340
SLM CORP                      5.600%       3/15/2029     58.5650
SLM CORP                      5.650%       3/15/2029     74.2670
SLM CORP                      5.650%       3/15/2029     59.2500
SLM CORP                      5.700%       3/15/2029     65.0890
SLM CORP                      5.700%       3/15/2029     62.3300
SLM CORP                      5.700%       3/15/2029     60.8920
SLM CORP                      5.700%       3/15/2029     65.2050
SLM CORP                      5.700%       3/15/2029     64.1030
SLM CORP                      5.750%       3/15/2029     57.1300
SLM CORP                      5.750%       3/15/2029     72.1390
SLM CORP                      5.750%       3/15/2029     63.5460
SLM CORP                      5.750%       3/15/2029     62.5000
SLM CORP                      5.750%       3/15/2029     66.6000
SLM CORP                      6.000%       3/15/2029     66.6860
SLM CORP                      5.500%       6/15/2029     63.8610
SLM CORP                      5.500%       6/15/2029     64.5020
SLM CORP                      5.500%       6/15/2029     63.2990
SLM CORP                      5.750%       6/15/2029     58.0750
SLM CORP                      5.750%       6/15/2029     65.0330
SLM CORP                      6.000%       6/15/2029     62.0540
SLM CORP                      6.000%       6/15/2029     61.5790
SLM CORP                      6.000%       6/15/2029     60.4500
SLM CORP                      6.250%       6/15/2029     68.0400
SLM CORP                      6.250%       6/15/2029     68.0360
SLM CORP                      5.750%       9/15/2029     62.4690
SLM CORP                      5.850%       9/15/2029     64.8350
SLM CORP                      5.850%       9/15/2029     64.3940
SLM CORP                      6.000%       9/15/2029     64.7360
SLM CORP                      6.000%       9/15/2029     59.0930
SLM CORP                      6.000%       9/15/2029     65.0100
SLM CORP                      6.000%       9/15/2029     65.4200
SLM CORP                      6.000%       9/15/2029     69.5300
SLM CORP                      6.150%       9/15/2029     69.4060
SLM CORP                      6.150%       9/15/2029     66.2400
SLM CORP                      6.250%       9/15/2029     66.5000
SLM CORP                      6.250%       9/15/2029     67.4320
SLM CORP                      5.600%      12/15/2029     63.1900
SLM CORP                      5.650%      12/15/2029     65.8600
SLM CORP                      5.650%      12/15/2029     63.1520
SLM CORP                      5.700%      12/15/2029     61.6080
SLM CORP                      5.750%      12/15/2029     68.4100
SLM CORP                      5.750%      12/15/2029     64.6460
SLM CORP                      5.750%      12/15/2029     64.3370
SLM CORP                      5.750%      12/15/2029     57.2990
SLM CORP                      5.400%       3/15/2030     52.4320
SLM CORP                      5.500%       3/15/2030     61.9730
SLM CORP                      5.650%       3/15/2030     63.5750
SLM CORP                      5.700%       3/15/2030     63.5780
SLM CORP                      5.750%       3/15/2030     64.0820
SLM CORP                      5.750%       3/15/2030     67.3800
SLM CORP                      5.400%       6/15/2030     53.1060
SLM CORP                      5.650%       6/15/2030     59.4500
SLM CORP                      5.300%       9/15/2030     62.9470
SLM CORP                      5.500%      12/15/2030     61.2730
SLM CORP                      5.500%      12/15/2030     60.2060
SLM CORP                      6.000%       6/15/2031     57.6560
SLM CORP                      6.000%       6/15/2031     65.3750
SLM CORP                      6.250%       9/15/2031     67.1020
SLM CORP                      6.350%       9/15/2031     69.0850
SLM CORP                      6.350%       9/15/2031     67.0070
SLM CORP                      6.400%       9/15/2031     61.5650
SLM CORP                      6.450%       9/15/2031     67.9440
SLM CORP                      6.500%       9/15/2031     66.8260
SLM CORP                      5.850%      12/15/2031     63.0860
SLM CORP                      6.000%      12/15/2031     65.7660
SLM CORP                      6.000%      12/15/2031     65.2730
SLM CORP                      6.000%      12/15/2031     57.5030
SLM CORP                      6.000%      12/15/2031     65.6330
SLM CORP                      6.050%      12/15/2031     65.3200
SLM CORP                      6.100%      12/15/2031     65.7500
SLM CORP                      6.200%      12/15/2031     65.6530
SLM CORP                      5.650%       3/15/2032     62.4710
SLM CORP                      5.700%       3/15/2032     58.0350
SLM CORP                      5.800%       3/15/2032     63.8000
SLM CORP                      5.800%       3/15/2032     62.3220
SLM CORP                      5.800%       3/15/2032     64.9564
SLM CORP                      5.850%       3/15/2032     58.1940
SLM CORP                      5.850%       3/15/2032     65.3876
SLM CORP                      5.850%       3/15/2032     58.6870
SLM CORP                      5.750%       6/15/2032     63.9590
SLM CORP                      5.750%       6/15/2032     64.4210
SLM CORP                      5.850%       6/15/2032     65.3858
SLM CORP                      5.850%       6/15/2032     65.3858
SLM CORP                      5.625%        8/1/2033     73.3000
SLM CORP                      6.850%        7/7/2036     72.3607
SLM CORP                      6.000%       3/15/2037     61.2500
SLM CORP                      6.000%       3/15/2037     65.9390
SLM CORP                      6.000%       3/15/2037     62.2500
SPECTRUM BRANDS               7.375%        2/1/2015     67.7500
STANDARD PACIFIC              9.250%       4/15/2012     64.8750
STANDRD PAC CORP              6.000%       10/1/2012     61.0000
STANDRD PAC CORP              6.250%        4/1/2014     73.2500
STANDARD PACIFIC              7.000%       8/15/2015     73.5000
SPANSION LLC                 11.250%       1/15/2016     65.3645
SPANSION LLC                  2.250%       6/15/2016     48.9736
STANLEY-MARTIN                9.750%       8/15/2015     47.0000
STATION CASINOS               6.500%        2/1/2014     65.2500
STATION CASINOS               6.875%        3/1/2016     63.7500
STATION CASINOS               6.625%       3/15/2018     61.0000
SERVICEMASTER CO              7.100%        3/1/2018     60.0000
SERVICEMASTER CO              7.450%       8/15/2027     40.5000
SAVVIS INC                    3.000%       5/15/2012     74.9720
SWIFT TRANS CO               12.500%       5/15/2017     34.6250
TENET HEALTHCARE              6.875%      11/15/2031     72.3330
THERAVANCE INC                3.000%       1/15/2015     72.5600
TRANSMERIDIAN EX             12.000%      12/15/2010     66.7500
TOM'S FOODS INC              10.500%       11/1/2004      0.2580
TOUSA INC                     9.000%        7/1/2010     60.0000
TOUSA INC                     9.000%        7/1/2010     59.0000
TOUSA INC                     7.500%       3/15/2011     10.5630
TOUSA INC                    10.375%        7/1/2012     10.5630
TOUSA INC                     7.500%       1/15/2015      9.3390
TOYS R US                     7.375%      10/15/2018     73.5460
TRIBUNE CO                    4.875%       8/15/2010     52.0000
TIMES MIRROR CO               7.250%        3/1/2013     33.0000
TRIBUNE CO                    5.250%       8/15/2015     44.9900
TIMES MIRROR CO               7.500%        7/1/2023     37.0950
TIMES MIRROR CO               6.610%       9/15/2027     35.0000
TIMES MIRROR CO               7.250%      11/15/2096     40.5600
TRUMP ENTERTNMNT              8.500%        6/1/2015     58.0200
WIMAR OP LLC/FIN              9.625%      12/15/2014     53.0000
TRUE TEMPER                   8.375%       9/15/2011     67.0000
TREX CO INC                   6.000%        7/1/2012     63.8150
RJ TOWER CORP                12.000%        6/1/2013      1.0000
TEXAS UTIL ELEC               8.175%       1/30/2037     73.5000
UAL 1991 TRUST               10.020%       3/22/2014     47.5000
UAL 1995 TRUST                9.560%      10/19/2018     45.2500
UAL CORP                      5.000%        2/1/2021     66.1250
UAL CORP                      4.500%       6/30/2021     68.3528
UAL CORP                      4.500%       6/30/2021     68.8770
US AIR INC                   10.900%        1/1/2049      0.0100
US AIR INC                   10.550%       1/15/2049      0.0100
US AIR INC                   10.700%       1/15/2049      0.0100
UNIVERSAL STAND               8.250%        2/1/2006      0.0100
MISSOURI PAC RR               5.000%        1/1/2045     70.0000
CHIC EAST ILL RR              5.000%        1/1/2054     61.0000
USEC INC                      3.000%       10/1/2014     71.2160
VISTEON CORP                  7.000%       3/10/2014     70.0000
VERTIS INC                   10.875%       6/15/2009     37.1250
VISKASE COS INC              11.500%       6/15/2011     74.5000
VIROPHARMA INC                2.000%       3/15/2017     72.5000
VICORP RESTAURNT             10.500%       4/15/2011     26.5000
VERENIUM CORP                 5.500%        4/1/2027     63.4400
VERASUN ENERGY                9.375%        6/1/2017     66.3530
VERASUN ENERGY                9.375%        6/1/2017     67.0000
VESTA INSUR GRP               8.750%       7/15/2025      2.1250
WEBSTER CAPITAL               7.650%       6/15/2037     69.8750
WCI COMMUNITIES               9.125%        5/1/2012     43.0000
WCI COMMUNITIES               7.875%       10/1/2013     51.7500
WCI COMMUNITIES               6.625%       3/15/2015     40.0000
WCI COMMUNITIES               4.000%        8/5/2023     69.3750
WINSTAR COMM INC             10.000%       3/15/2008      0.0030
WINSTAR COMM INC             14.750%       4/15/2010      0.0020
WERNER HOLDINGS              10.000%      11/15/2007      0.0070
WILLIAM LYON                  7.625%      12/15/2012     62.0000
WILLIAM LYON                 10.750%        4/1/2013     63.9040
WILLIAM LYON                  7.500%       2/15/2014     59.5000
WASH MUTUAL PFD               6.534%       3/29/2049     58.4695
WASH MUTUAL PFD               6.895%       6/29/2049     61.0149
WASH MUTUAL PFD               6.665%      12/31/2049     64.1107
WORNICK CO                   10.875%       7/15/2011     65.5000
PEGASUS SATELLIT              9.750%       12/1/2006      0.1250
PEGASUS SATELLIT             12.500%        8/1/2007      0.1250
YOUNG BROADCSTNG             10.000%        3/1/2011     64.7500
YOUNG BROADCSTNG              8.750%       1/15/2014     58.7500

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***