TCR_Public/080513.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, May 13, 2008, Vol. 12, No. 113

                             Headlines

210 WEST LIBERTY: Case Summary & Seven Largest Unsecured Creditors
ACACIA CDO: Moody's Cuts Rating on $16MM Class C Notes to Caa1
AMBASSADOR STRUCTURED: Moody's Junks Rating on $13MM Class D Notes
ARIAD PHARMA: March 31 Balance Sheet Upside-Down by $23.5 Million
ARLO VI: Moody's Junks Ratings on Three Note Classes

AURIGA CDO: Moody's Chips $975MM Notes Rating to B3 from Ba1
BIOVAIL CORP: S&P Puts 'BB' Corp. Credit Under Neg. CreditWatch
BUFFETS HOLDINGS: Wants Court to Approve Incentive Plans
BLACK GAMING: Increased Leverage Cues Moody's to Junk CF Rating
BRODERICK CDO: Poor Credit Quality Cues Moody's to Cut Ratings

BUFFETS HOLDINGS: Wants Court to Set July 21 as Claims Bar Date
CABLEVISION SYSTEMS: March 31 Balance Sheet Upside-Down by $5 Bil.
CAROLINA FIRST: Moody's Holds C- Rtng; Changes Outlook to Stable
CARRIAGE HOMES: Case Summary & Four Largest Unsecured Creditors
CENTRAL GARDEN: Earns $20.5 Million in 2nd Quarter Ended March 29

CHARMING SHOPPES: S&P's 'B+' Rating Unmoved by Crescendo Deal
CHENIERE ENERGY: Liquidity Erosion Prompts S&P to Junk Rating
CLARKE COLLEGE: Moody's Holds Ba1 Long-Term Rating on 1998 Bonds
CLEAR CHANNEL: Extends Offer Date for 7.65% Senior Notes
CONTIMORTGAGE HOME: Fitch Revises 'CCC/DR1' Rating to 'CCC/DR2'

DAVIS SQUARE: Moody's Junks Ratings on Three Classes of Notes
DELPHI CORP: Seeks to Raise Loan by $254 Mil. Amid Market Support
DEUTSCHE ALT-A: Moody's Cuts Ratings to B2 on Two Loan Classes
DIRECTV HOLDINGS: Fitch Puts 'BB+' Rating on $1BB Incremental Loan
DUNHILL ABS: Moody's Cuts Aa2 Rating on $55MM Notes to Ba2

DUQUESNE CDO: Moody's Chips A2 Rating on $11.5MM Notes to Caa2
DURA AUTOMOTIVE: Confirmation Hearing Will Push Through on May 13
DURA AUTOMOTIVE: Johnson Electric Objects to Plan Confirmation
EDUCATION RESOURCES: Fitch Withdraws 'D' Issuer Default Rating
EINSTEIN NOAH: April 1 Balance Sheet Upside-Down by $29.1 Million

ENTERCOM COMMS: S&P Holds 'BB-' Rating, Removes Negative Watch
FIRST MARBLEHEAD: TERI Bankruptcy Causes $315MM Decrease in Value
FORTIUS II: Moody's Slashes Ratings on Two Note Classes to Ca
FREMONT GENERAL: Expects to File for Bankruptcy
FRONTIER AIRLINES: Creditors Panel Taps Wilmer Cutler as Counsel

FRONTIER AIRLINES: Gets Court Nod to Hire Davis Polk as Counsel
FRONTIER AIRLINES: Can Employ Togut Segal as Conflicts Counsel
FURLONG SYNTHETIC: EOD Occurrence Prompts Moody's to Chip Ratings
GATEHOUSE MEDIA: S&P Places 'B+' Corp. Credit Under Negative Watch
GCI INC: S&P Cuts Issuer Level Rating on Sr. Unsecured Debt to B

GENTA INC: March 31 Balance Sheet Upside-Down by $4 Million
GLACIER FUNDING: Moody's Downgrades Ratings on Six Note Classes
G SQUARE: Moody's Junks Ratings on Two Note Classes
HEREFORD STREET: Moody's Lowers Rating to Ba2 on $10.8MM Notes
HG-COLL 2007-1: Moody's Junks Note Ratings on Three Classes

HILEX POLY: Obtains Interim Access to $140 Million DIP Financing
HOME INTERIORS: Section 341 Meeting of Creditors Set June 6
HOME INTERIORS: Meridith Seeks Clarification of Setoff Rights
IAC/INTERACTIVECORP: Says Liberty's Appeal Won't Delay Spin Offs
INDEPENDENCE IV: Moody's Cuts Ratings on Credit Deterioration

INTERNATIONAL BANCORP: Fitch Holds and Withdraws All Ratings
INTERSTATE BAKERIES: Closes Amended $249.7 Million DIP Facility
INTERPHARM HOLDINGS: Sells Assets to Amneal Pharma for $61.6 Mil.
JOHN CARD: Files for Chapter 7 Liquidation in North Carolina
KINGSWAY FINANCIAL: Posts $34MM Net Loss in Quarter ended March 31

KINGSWAY FINANCIAL: S&P Chips Unsecured Debt Rating to BB from BB+
KINGSWAY LINKED: S&P Cuts Rating on LROC Preferred Units to BB
KLIO II: Moody's Junks Rating on Two Notes Classes
KOPPERS HOLDINGS: Strong Performance Cues Moody's to Lift Rating
LACERTA ABS: Moody's Cuts and Reviews Ratings on Three Classes

LAKESIDE CDO: Moody's Lowers Class B Notes Rating to Ca from Ba1
LANCER FUNDING: Moody's Cuts $30MM Notes Rating to Caa3 from A2
LEINER HEALTH: Seeks Court Approval for Proposed DOJ Agreement
LIBERTY MEDIA: Wants to Stop IAC/InterActiveCorp's Spinoff Plans
LONG HILL: Moody's Chips and Reviews Ratings on Three Note Classes

LONGPORT FUNDING: Moody's Cuts Ca Rating on Three Classes to C
LONGPORT FUNDING: Moody's Reviews Ratings for Possible Downgrade
MAAX HOLDINGS: Extends Forbearance Period to June 12
MAGNA ENTERTAINMENT: Obtains Waiver From Canadian Lender
MAKINO RESTAURANT: Case Summary & 12 Largest Unsecured Creditors

MARATHON REAL: Fitch Holds 'B' Rating on $26.7MM Class K Notes
MAYFLOWER CDO: Moody's Lowers Ratings on Two Note Classes to Ca
MEDIACOM COMMS: March 31 Balance Sheet Upside-Down by $295 Million
MERITAGE HOMES: Has No Plan to Issue Preferred Stock
MI DEVELOPMENTS: Gets Reorganization Proposal From Stronach Group

MIDORI CDO: Credit Quality Deterioration Cues Moody's Ratings Cut
NEIGHBORHOOD OIL: Case Summary & 18 Largest Unsecured Creditors
NEWCASTLE MORTGAGE: Moody's Chips Ratings to B1 on Two Classes
NEXSTAR BROADCASTING: Q1 Balance Sheet Upside-Down by $104MM
NEXSTAR BROADCASTING: Names T. Busch and B. Jones as Co-COO

NPS PHARMA: Posts $13.1 Million Net Loss in 2008 First Quarter
OMEGA WALLBEDS: Files for Chapter 11 Protection in Arizona
ORACLE HEALTHCARE: Stockholders Decide on Liquidation
ORION 2006-1: Moody's Cuts Baa2 Rating to Caa2 on $936MM Swap
PAINCARE HOLDINGS: To Voluntarily Delist from AMEX on May 29

POPE & TALBOT: Wants to Sell Eagle Bay to Sage for $5.7 Million
POPE & TALBOT: PT Pindo Ends Sale Deal of Three Pulp Mills
POPE & TALBOT: Sells Wood Products Biz to International Forest
POPE & TALBOT: PWC Reveals Results of Various Sales Processes
PRC LLC: Judge Glenn Approves Disclosure Statement

PRC LLC: Can Hire Epiq Systems as Voting and Tabulation Agent
PRC LLC: Wants to Employ Korn Ferry as Hiring Consultants
PRIORITY ONE PARTNERS: Voluntary Chapter 11 Case Summary
QUAIL LAKE: Files Schedules of Assets and Liabilities
RESIDENTIAL ASSET: Moody's Chips Ratings on 29 Tranches

RH DONNELLEY: Posts $1.6 Billion Net Loss in 2008 First Quarter
RH DONNELLEY: Fitch Affirms 'B+' Issuer Default Ratings
RH DONNELLEY: Moody's Rates Proposed $488MM Unsecured Notes at B1
ROYALTY PHARMA: S&P Rates Proposed $200MM Unsecured Loan at BB+
SATURN VENTURES: Moody's Cuts Baa2 Rating on $20MM Notes to Ba2

SEA CONTAINERS: Court Delays Decision on Pact Document Disclosure
SEA CONTAINERS: Wants to Supplement Non-Insider Retention Plan
SHARPS CDO: Moody's Slashes Aaa Rating on $600MM Notes to Ba1
STACK 2007-1: Moody's Chips Notes Ratings to C from Ca
STURGIS IRON: Files Schedules of Assets and Liabilities

SUNCREST LLC: Files Schedules of Assets and Liabilities
TABAER INC: Case Summary & 15 Largest Unsecured Creditors
TAHERA DIAMOND: To Cut Staff at Jericho Mine; Gets Bid for Assets
TAZLINA FUNDING: Moody's Slashes Ratings on Notes to C
TERRA INDUSTRIES: Good Performance Cues Fitch to Lift Ratings

THE O'BRYAN CO: Case Summary & 20 Largest Unsecured Creditors
TORO ABS: Moody's Lowers Rating C from Ba1 on 17,600 Pref Shares
TRIARC COMPANIES: Posts $68MM Net Loss in Quarter Ended March 31
TRIBUNE COMPANY: Appoints Mark Shapiro to Board of Directors
TRUMP ENTERTAINMENT: S&P Chips Corp. Credit Rating to B- from B

UNITED RENTALS: Moody's Affirms B1 Rating on Sr. Unsecured Debt
VERMEER FUNDING: Moody's Cuts Securities Rating to B1 from Ba2
VERNON APARTMENTS: Case Summary & 20 Largest Unsecured Creditors
VICORP RESTAURANT: Gets Final OK to Use Wells Fargo's $60MM Loan
VIRGIN MOBILE: In Negotiations with Helio LLC on Possible Merger

VIRGIN MOBILE: March 31 Balance Sheet Upside-Down by $409 Million
VITAMIN SHOPPE: Moody's Holds B3 Rating; Changes Outlook to Pos.
VOLUME SERVICES: Moody's Slashes CF Rating to Caa1 from B3
WATERFORD GAMING: S&P Holds 'BB-' Rating; Revises Outlook to Neg.

WCI COMMUNITIES: Posts $84 Million Net Loss in 2008 First Quarter
WELLMAN INC: Says CRO Necessary to Avoid DIP Facility Default
WORLD HEART: Could Default on $5 Mil. Convertible Promissory Note
XL CAPITAL: Earns $211.9 Million in 2008 First Quarter

* S&P Says Telecom Competition Pressures Industry Players
* S&P Lowers Ratings on 251 Classes of US RMBS from 89 Transaction
* S&P Downgrades Ratings on 17 Tranches from Three US CDOs
* S&P Says US Finance Cos. Are Taking Bold Steps to Secure Funding

* S&P Says US Banks to Face Leveraged Loan Market Losses

* Anti-Foreclosure Bill Faces Bush Veto Threat
* Bankruptcy Filings in Hawaii Rose to 158 in April
* U.S. Business Bankruptcy Filings Rose 49% in April Versus 2007

* True Partners' Cathleen Bucholtz Assumes Managing Director Role

* Large Companies with Insolvent Balance Sheets

                             *********

210 WEST LIBERTY: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: 210 West Liberty Holdings, LLC
        210 West Liberty St.
        Charles Town, WV 25414

Bankruptcy Case No.: 08-00677

Type of Business: The Debtor provides banking and financial
                  services.

Chapter 11 Petition Date: May 2, 2008

Court: Northern District of West Virginia (Martinsburg)

Judge: Patrick M. Flatley

Debtor's Counsel: James Paul Campbell, Esq.
                  Email: khertz@cmzlaw.com
                  Campbell Miller Zimmerman, P.C.
                  19 East Market St.
                  Leesburg, VA 20176
                  Tel: (703) 771-8344
                  Fax: (703) 777-1485
                  http://www.cmzlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:     $500,000 to $1 million

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Glen R. Poe                    promissory note       $101,500
18043 Raven Rocks Road
Bluemont, VA 20135

                               reimbursement         $3,951
                               materials purchased

Foster-Herz, Inc.              construction          $65,492
P.O. Box 6058                  services
Leesburg, VA 20178

R.J. Brown & Sons Electric,    electrical services   $26,894
LLC
3886 Roundtree Road, Unit 2
Jefferson, MD 21755
AskNeal, LLC                   audio & video         $6,000
                               equipment
                               installation


Travelers Insurance            insurance             $3,923

JRs Plumbing                   plumbing services     $3,066

Orange & Martorelli LLP        tax preparation       $2,000
                               services

John Leonard                   reimbursement for     $123
                               materials purchased


ACACIA CDO: Moody's Cuts Rating on $16MM Class C Notes to Caa1
--------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Acacia CDO 11, Ltd.

Class Description: $398,000,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $35,000,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $16,000,000 Class C Third Priority Senior
Secured Floating Rate Deferrable Interest Notes Due 2047

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

Class Description: $12,000,000 Combination Notes Due 2047

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $16,000,000 Class D Fourth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2047

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the structured finance
securities.


AMBASSADOR STRUCTURED: Moody's Junks Rating on $13MM Class D Notes
------------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Ambassador
Structured Finance CDO, Ltd.

Class Description: $35,000,000 Class B Floating Rate Notes Due
July 2041

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

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

Class Description: $112,000,000 Class A-2 Floating Rate Notes Due
July 2041

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

Class Description: $26,000,000 Class C Floating Rate Deferrable
Interest Notes Due July 2041

  -- Prior Rating: A3
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $13,000,000 Class D Floating Rate Deferrable
Interest Notes Due July 2041

  -- Prior Rating: Baa2
  -- 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.


ARIAD PHARMA: March 31 Balance Sheet Upside-Down by $23.5 Million
-----------------------------------------------------------------
ARIAD Pharmaceuticals Inc. reported on Wednesday financial results
for the quarter ended March 31, 2008, and provided an update on
corporate developments.

At March 31, 2008, the company's consolidated balance sheet showed
$97.6 million in total assets and $121.1 million in total
liabilities, resulting in a $23.5 million total stockholders'
deficit.

For the quarter ended March 31, 2008, the company reported a net
loss of $17.0 million, compared to a net loss of $15.0 million for
the same period in 2007.

The company recognized license and collaboration revenue of
$1.5 million in the three-month period ended March 31, 2008,
compared to $190,000 in the corresponding period in 2007.  The
increase in license and collaboration revenue was due primarily to
the revenue recognized from the Merck collaboration of
$1.4 million, based on the non-refundable up-front and milestone
payments totaling $88.5 million received from Merck to date, in
accordance with the company's revenue recognition policy.

"Since the beginning of the year, we have remained focused on our
important corporate objectives: to maximize the deforolimus
opportunity in multiple potential clinical indications; to
establish our oncology commercial infrastructure; to advance our
pipeline of innovative oncology product candidates; and to
maintain a strong financial position," said Harvey J. Berger,
M.D., chairman and chief executive officer of ARIAD.  

"We are on track to achieve all of our key clinical development
milestones this year for our two lead product candidates 
deforolimus, our investigational mTOR inhibitor, and AP24534, our
investigational multi-targeted kinase inhibitor."

For the quarter ended March 31, 2008, cash used in operations was
$13.3 million, compared to cash used in operations of
$12.6 million, for the same period in 2007.  During the first
quarter, the company amended its bank term loan, borrowing an
additional $10.5 million which will be repayable over five years.
The company ended the first quarter of 2008 with cash, cash
equivalents and marketable securities of $80.2 million, compared
to $85.2 million at December 31, 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?2bc6

                   About ARIAD Pharmaceuticals

Headquartered in Cambridge, Mass., ARIAD Pharmaceuticals Inc.
(Nasdaq: ARIA) -- http://www.ariad.com/-- is engaged in the  
discovery and development of breakthrough medicines to treat
cancer by regulating cell signaling with small molecules.  ARIAD
has a global partnership with Merck & Co. Inc. to develop and
commercialize deforolimus, ARIAD's lead cancer product candidate,
which is in Phase 3 clinical development.  

ARIAD's second oncology product candidate, oral AP24534, is a
novel multi-targeted kinase inhibitor in Phase 1 clinical
development in hematological cancers.


ARLO VI: Moody's Junks Ratings on Three Note Classes
----------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ARLO VI Limited Series 2006:

Issuer: ARLO VI Limited Series 2006 (Zander I)

Class Description: $40,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due May 3, 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Issuer: ARLO VI Limited Series 2006 (Zander II)

Class Description: $40,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due May 3, 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Issuer: ARLO VI Limited Series 2006 (Zander III)

Class Description: $19,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due May 3, 2046

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Issuer: ARLO VI Limited Series 2006 (Zander IV)

Class Description: $19,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due May 3, 2046

  -- Prior Rating: Ba3, 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.


AURIGA CDO: Moody's Chips $975MM Notes Rating to B3 from Ba1
------------------------------------------------------------
Moody's Investors Service has downgraded ratings of three classes
of notes issued by Auriga CDO Ltd., and left on review for
possible further downgrade the ratings of one of these classes.  
The notes affected by rating action are:

Class Description: U.S. $975,000,000 Class A-1 First Priority
Senior Secured Floating Rate Notes due January 2047

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $97,500,000 Class A-2A Second Priority Senior
Secured Floating Rate Notes due January 2047

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

Class Description: $48,000,000 Class A-2B Third Priority Senior
Secured Floating Rate Notes due January 2047

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

Auriga CDO Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities and CDO securities.  
On February 13, 2008 the transaction experienced an event of
default caused by a failure of the Class A Overcollateralization
Ratio to be greater than or equal to the required amount set forth
in Section 5.1(j) of the Indenture dated December 20,2006; that
event of default is continuing.  Also, Moody's has received notice
from the Trustee that it has been directed by a majority of the
controlling class to declare the principal of and accrued and
unpaid interest on the Notes to be immediately due and payable.

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

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the rating of Class A-1 Notes
issued by Auriga CDO Ltd. is on review for possible further
action.


BIOVAIL CORP: S&P Puts 'BB' Corp. Credit Under Neg. CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit and 'BBB-' bank loan ratings on Mississauga,
Ontario-based Biovail Corp. on CreditWatch with negative
implications.  The '1' recovery rating on the bank loan is
unchanged.
     
"The Credit Watch placement reflects concerns that the new
strategic focus on developing specialty products targeted toward
central nervous system disorders and the rationalization of
Biovail's operations will involve a long time frame, significant
investments, and high execution risk," said Standard & Poor's
credit analyst Maude Tremblay.
     
Furthermore, the announced share repurchase program for up to 10%
of Biovail's public float, representing as much as C$175 million,
could weaken liquidity and constrain management's ability to
execute its strategy.
     
The company's drug franchise has faced numerous challenges in the
past year, namely increased generic competition for key products,
product approval delays, and limited new revenue drivers from the
product pipeline before 2010.  Furthermore, novel formulations of
existing drugs, the previous focus of Biovail's research and
development efforts, offer limited growth potential given the
increasing unwillingness of third-party payors to reimburse
products that offer primarily convenience benefits.  Standard &
Poor's believes the new strategic focus could be positive in the
long term; however, it will likely negatively affect the company's
medium-term credit metrics given the significant investments in
developing a portfolio of new products in the face of declining
revenues.
     
S&P will keep the ratings on Biovail on CreditWatch until S&P
obtain better visibility on the effect that the company's new
strategic focus and efficiency initiatives will have on its
operating performance and capital structure.  S&P will also seek
greater clarity regarding the company's financial policy in the
future.


BUFFETS HOLDINGS: Wants Court to Approve Incentive Plans
--------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to approve
their performance-based Annual Incentive Plans for fiscal years
2008 and 2009.

To remain competitive, the Debtors, like many large companies,
have traditionally incorporated into their management
compensation system an annual performance-based incentive
component.

Specifically, since at least 2001, the Debtors' Board of
Directors approved annual target incentive programs for employees
that were based on the Debtors meeting specific performance
levels, many of which were based on the Debtors' actual
enterprise equity value for a fiscal year -- calculated based
upon EBITDA -- reaching a targeted equity value for the fiscal
year.

The historical targeted incentive programs provided for bonuses
to be paid to the Employees if the Debtors attained 50% of the
Debtors' targeted EBITDA levels, with the bonus amounts
increasing if the Debtors attained 100% of the Debtors' targeted
EBITDA.  These targeted incentive programs were offered to
Employees, in addition to other bonus packages, to provide bonus
compensation.  Prior to the Petition Date, the Board of Directors
implemented precisely this sort of EBITDA-based incentive program
for fiscal year 2008.

           Incentive Compensation for Fiscal Year 2008

In the discretion of the Board of Directors, management Employees
participating in the 2008 AIP would be eligible for incentive
compensation that is linked to the Debtors' aggregate EBITDA
exceeding $80,035,512 for the 2008 fiscal year -- the EBITDA
level for the fiscal year set forth in the Debtors' debtor-in-
possession budget.  This is consistent with the general structure
of incentive bonus plans historically offered to Employees, which
have been based on the Debtors' overall financial performance,
which is primarily focused on EBITDA.

The modified 2008 AIP proposed by the Debtors would provide
Employees with a bonus payment only if the Debtors exceed the
2008 Performance Goal by a minimum of $250,000.  If the EBITDA
for fiscal year 2008 is between $80,285,512 and $81,995,512, a
discretionary pool of bonus funds, up to the maximum amount of
$1,710,000, will be created, plus 10% of any EBITDA growth above
$81,995,512.  

The 2008 Pool would be used to fund incentive payments to the
Employees:

   * 54% of the 2008 Pool to approximately 15 Employees with
     titles of Vice President and above, allocated among the
     Employees based on their 2008 base salary;

   * 36% of the 2008 Pool to approximately 102 Employees who are
     corporate support employees, allocated among the Employees
     based on their 2008 base salary;

   * 10% of the 2008 Pool to be allocated to Employees in the two
     groups disclosed -- excluding the Debtors' chief executive
     officer and chief operating officer -- who have been        
     determined by the Board of Directors to have demonstrated
     exceptional performance in the fiscal year and in assisting
     the Debtors in exceeding the 2008 Performance Goal;
     provided that no individual Employee will receive more than
     $10,000 in compensation on account of this portion of the
     2008 Pool.

If the EBITDA generated by the Debtors' business exceeds the 2008
Performance Goal plus $250,000, but is less than $81,995,512, the
2008 Pool will be reduced dollar for dollar by the amount by
which EBITDA is less than $81,995,512.

           Incentive Compensation for Fiscal Year 2009

In the discretion of the Board of Directors, management
Employees participating in the AIPs would be eligible for
incentive compensation that is linked to EBITDA generated by the
Debtors' business for fiscal year 2009 EBITDA of $90,288,146, the
EBITDA level set forth in the Debtors' DIP budget for the 2009
fiscal year.

The 2009 AIP proposed by the Debtors would provide Employees with
a bonus payment upon the Debtors' exceeding the 2009 Performance
Goal.  If the EBITDA generated by the Debtors' business is
between $90,288,146 and $91,963,146, a discretionary pool of
bonus funds, up to the maximum amount of $1,675,000, will be
created, plus 50% of any EBITDA growth from $91,963,146 to
$92,463,146, plus 20% of any EBITDA growth from $92,463,146 to
$102,900,000.  The 2009 Pool will be used to fund incentive
payments to the Employees:

   * 54% of the 2009 Pool to approximately 15 Employees with
     titles of Vice President and above, allocated among the
     Employees based on their 2009 base salary;

   * 36% of the 2009 Pool to approximately 112 Employees who are
     corporate support employees, allocated among the Employees
     based on their 2009 base salary;

   * 10% of the 2009 Pool to be allocated to Employees in the two
     groups disclosed -- but excluding the Debtors' Chief
     Executive Officer and Chief Operating Officer -- who have
     been determined by the Board of Directors to have
     demonstrated exceptional performance in the fiscal year and
     in assisting the Debtors in exceeding the 2009 Performance
     Goal, provided that no individual Employee will receive
     more than $10,000 in compensation on account of this portion      
     of the 2009 Pool.

If the EBITDA generated by the Debtors' business exceeds the 2009
Performance Goal, but is less than $91,963,146, the 2009 Pool
will be reduced dollar for dollar by the amount by which EBITDA
is less than $91,963,146.

Furthermore, the Debtors would create an additional pool, equal
to 10% of any Fiscal Year 2009 EBITDA growth beyond $102,900,000,
which would be used to fund incentive payments to certain
Employees:

   * 75% of the Supplemental 2009 Pool to approximately 15
     Employees with titles of Vice President and above, allocated
     among the Employees based on their 2009 base salary;

   * 25% of the 2009 Pool to approximately 112 Employees who are
     corporate support employees, allocated among the Employees
     based on their 2009 base salary.

                  Incentive Compensation to COO

The Debtors also seek the court's approval to pay an incentive-
related bonus to Tahoe Joe's vice president and chief operating
officer upon completion of his first year of employment provided
that the COO satisfactorily completes the mutual goals and
objectives established by the Debtors and the COO.  The COO was
hired on November 16, 2007.

The Debtors and the COO agreed that the mutual objective to serve
as a condition precedent to the COO receiving a Personal
Performance Bonus would be a reduction in both the Debtors' food
and labor costs by at least one percent each, which would
correlate to an annual savings of approximately $30,000,000 in
operating costs.  

The maximum Personal Performance Bonus is $120,000. The Debtors
believe that any Personal Performance Bonus for which the COO
would be eligible would be earned postpetition and could
therefore be paid in the ordinary course.

However, the Debtors request confirmation that they Debtors are
authorized, in the sole discretion of the Board of Directors, to
honor and pay the Personal Performance Bonus to the COO as part
of the AIPs.  Since the COO is one of the parties who will share
in the 2008 Pool to be distributed if the Debtors exceed the 2008
Performance Goal, the total amount of bonus compensation to be
paid to the COO on account of the Personal Performance Bonus plus
his portion of the 2008 Pool will not exceed $120,000.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that performance-based
compensation forms an integral part of the total cash
compensation paid by the Debtors to their management team.

Ms. Morgan explains that the annual incentive plans are a
critical component of the Debtors' effort to reorganize their
business.  The annual incentive plan is necessary in order to
appropriately compensate the Debtors' management employees and to
ensure that the employees remain motivated to perform the
important tasks necessary to effect a successful reorganization
of the Debtors' businesses.

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).


BLACK GAMING: Increased Leverage Cues Moody's to Junk CF Rating
---------------------------------------------------------------
Moody's Investors Service downgraded Black Gaming LLC's corporate
family rating and probability of default rating to Caa1 from B3.
It also downgraded the rating of the 9% senior secured notes to B3
from B2 and the rating of the 12.75% senior subordinated notes to
Caa3 from Caa2.  The SGL-4 rating was affirmed and the rating
outlook remains negative.  The rating actions reflect the increase
in Black Gaming's leverage in 2007 and the near term operating
challenges, which will prevent the improvement of the company's
financial metrics in Moody's opinion.

With total debt/EBITDA in excess of 9 times and EBITDA/total
interest expense near 1 time, Black Gaming maps to the "Caa"
rating category with respect to leverage and coverage.  Moody's
expects some further deterioration in 2008 due to weaker EBITDA.  
The company's Mesquite gaming market is negatively affected by the
significant slowdown in consumer spending due primarily to a drop
in home equity values and high gas prices.  While the company's
value gaming proposition may provide a viable alternative to Las
Vegas, Black Gaming's local middle income customers are currently
curbing their gaming spending, negatively impacting revenues and
EBITDA in the near term.

The rating outlook is negative.  While there is an expectation
that the company may refinance its $15 million revolving credit
facility before its maturity date, Moody's believes that Black
Gaming's liquidity will remain weak, with expected strong reliance
on its credit line to meet its debt service obligations in 2009.

Ratings Downgraded:

  -- Corporate family rating to Caa1 from B3
  -- Probability of default rating to Caa1 from B3
  -- 9% senior secured notes rating to B3 from B2 (LGD assessment
     changed to LGD3/39% from LGD3/40%)

  -- 12.75% senior subordinated notes rating to Caa3 from Caa2
     (unchanged LGD assessment of LGD5/88%)

Black Gaming owns and operates the CasaBlanca, the Oasis, and the
Virgin River casino hotels in Mesquite, Nevada, located
approximately 80 miles north of Las Vegas, Nevada.  The company
also owns the Mesquite Star, which is currently used as a special
events center.  Net revenues were approximately $163 million in
2007.


BRODERICK CDO: Poor Credit Quality Cues Moody's to Cut Ratings
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Broderick CDO 1 Ltd.:

Class Description: $250,000 Class A-1V First Priority Senior
Secured Voting Floating Rate Notes due 2043

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

Class Description: $354,750,000 Class A-1NVA First Priority Senior
Secured Non-Voting Floating Rate Notes due 2043

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

Class Description: $485,000,000 Class A-1NVB First Priority Senior
Secured Non-Voting Floating Rate Delayed Draw Notes due 2043

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

Class Description: $85,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2043

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

Class Description: $43,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2043

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

Additionally, Moody's downgraded these notes:

Class Description: $23,000,000 Class C Fourth Priority Mezzanine
Deferrable Secured Fixed Rate Notes due 2043

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the structured finance
securities.


BUFFETS HOLDINGS: Wants Court to Set July 21 as Claims Bar Date
---------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates ask the United
States Bankruptcy Court fort the District of Delaware to establish
July 21, 2008, at 4:00 p.m., as the deadline by which all entities
holding prepetition claims, including governmental units, must
file proofs of claim.

In connection with the Debtors' rejection of executory contracts
or unexpired leases pursuant to Section 365 of the Bankruptcy
Code, the Debtors propose that any person or entity that asserts
a Rejection Damages Claim must file a proof of claim on or before
the later of:

   (a) the Claims Bar Date, or

   (b) 4:00 p.m., Prevailing Eastern Time, on the date that is
       30 days after entry of an order approving the rejection of
       an executory contract or unexpired lease pursuant to which
       the entity asserting the Rejection Damages Claim is a
       party, or

   (c) another date as the Court may fix.

The Debtors propose that any entity holding an interest in the
Debtors need not file a proof of interest on or before the Claims
Bar Date.  Interest Holders that wish to assert claims against
the Debtors that arise out of or relate to the ownership or
purchase of an Interest, including claims arising out of or
relating to the sale, issuance or distribution of the Interest,
must file proofs of claim on or before the Claims Bar Date.

Any entity asserting Claims against more than one Debtor must
file a separate proof of claim with respect to each Debtor.  In
addition, any entity filing a proof of claim must identify on its
proof of claim form the particular Debtor against which its Claim
is asserted.

Any entity that is required to file a proof of claim in the
Chapter 11 cases pursuant to the Bankruptcy Code, the Bankruptcy
Rules or the Bar Date Order with respect to a particular claim
against the Debtors, but fails to do so by the applicable Bar
Date, should not be treated as a creditor with respect to the
Claim for the purposes of voting on and distribution under any
Chapter 11 plan proposed or confirmed in the Debtors' cases.

The Debtors propose to serve all known entities holding potential
prepetition claims with: (a) a notice of the Bar Dates, and (b) a
proof of claim form.

The Bar Date Notice states, among other things, that proofs of
claim must be filed with Epiq Bankruptcy Solutions LLC on or
before the applicable Bar Date.  The Debtors propose that
claimants be permitted to submit proofs of claim in person or by
courier service, hand delivery, or mail.  Proofs of claim
submitted by facsimile or e-mail will not be accepted.  Proofs of
claim will be deemed filed when actually received by Epiq.

The Debtors also intend to publish a notice of the Bar Dates
within l0 business days of the date of entry of the order
approving the Claims Bar Date, in either the national edition of
The Wall Street Journal or the national edition of The New York
Times.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that the establishment
of the Claims Bar Date is necessary for the Debtors to obtain
complete and accurate information regarding the nature, validity
and  amount of all claims that will be asserted in their Chapter
11 cases.  This will enable the Debtors to fully administer their
estates and to make distributions under any confirmed Chapter 11
plan, she says.

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).  


CABLEVISION SYSTEMS: March 31 Balance Sheet Upside-Down by $5 Bil.
------------------------------------------------------------------
Cablevision Systems Corporation reported on Thursday financial
results for the first quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$9.2 billion in total assets and $14.3 million in total
liabilities, resulting in a $5.1 billion total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1.9 billion in total current
assets available to pay $2.3 billion in total current liabilities.

                             Net Loss

The company reported a net loss of $31.6 million for the quarter
ended March 31, 2008, compared with a net loss of $26.3 million in
the same period last year.

                Net Revenue/AOCF/Operating Income

First quarter consolidated net revenue grew 10.1% to $1.7 billion
compared to $1.6 billion during the prior year period, reflecting
revenue growth in Telecommunications Services, Rainbow and Madison
Square Garden.  Consolidated adjusted operating cash flow ("AOCF"
increased 8.9% to $515.9 million and consolidated operating income
grew 44.2% to $245.5 million.   

AOCF, a non-GAAP financial measure, is defined as operating income
(loss) before depreciation and amortization (including
impairments), excluding share-based compensation expense or
benefit and restructuring charges or credits.   

                       Operating Highlights

Operating highlights for first quarter 2008 include:

  -- Cable Television net revenue growth of 10.5% and AOCF growth
     of 13.0% for the quarter

  -- Quarterly addition of 197,000 Revenue Generating Units
     ("RGU") including the addition of 2,000 basic video
     subscribers

  -- Average Monthly Revenue per Basic Video Customer ("RPS") of
     $129.56 in the first quarter of 2008

  -- Rainbow net revenue growth of 15.8% and AOCF growth of 17.6%
     for the quarter

  -- Optimum Lightpath net revenue growth of 12.2% and AOCF growth
     of 25.3% for the quarter

                      Management's Comments

Cablevision president and chief executive officer James L. Dolan
commented: "Cablevision had a very solid start to 2008 with strong
gains in net revenue and AOCF, fueled largely by continuing growth
in the company's core cable business.  For the first quarter, we
added customers across all of our consumer services, including
basic video, and became the first cable company to achieve a 50.0%
penetration rate for high speed Internet.  These results extended
Cablevision's industry-leading penetration rates for yet another
quarter while Rainbow and MSG generated strong revenue growth of
their own," concluded Mr. Dolan.

                          Other Matters

On May 6, 2008, Rainbow Media Holdings entered into an agreement
to acquire Sundance Channel L.L.C. from General Electric Company,
CBS Corporation, and entities controlled by Robert Redford.  Under
the terms of the transaction, the total consideration of
$496.0 million will be paid through a tax-free exchange of
approximately 12.7 million shares of common stock of General
Electric Company held by Rainbow Media Holdings, with a cash
adjustment at closing based upon the value of the General Electric
Company shares in relation to the total purchase price.  

Under the transaction structure, General Electric Company will
receive all of the General Electric Company shares and the CBS and
Redford entities will receive cash in exchange for their
interests.  In connection with the exchange of the General
Electric Company shares, Cablevision will repay the monetization
debt and settle the related equity derivative contracts associated
with such shares.  Consummation of the transaction is subject to
customary closing conditions.

                         Interest Expense

Interest expense decreased $27.0 million to $211.7 million for the
three months ended March 31, 2008, as compared to the same period
in 2007.  The decrease is primarily attributable to lower average
debt balances related primarily to the redemption of certain
senior subordinated and senior notes in August 2007 and December
2007 and to lower outstanding collateralized indebtedness, as well
as lower average interest rates.

                Equity in Net Income of Affiliates

Equity in net income of affiliates amounted to $1.8 million for
the three months ended March 31, 2007, compared to none during the
three months ended March 31, 2008.  This amount consisted of the
company's share of the net income of certain businesses in which
the company did not have a majority ownership interest.  

                       Gain on Investments

Gain on investments, net for the three months ended March 31,  
2008, was $21.6 million compared with a loss on investments, net
for the same period of 2007 of $73.0 million.  This consists
primarily of the net increase or decrease in the fair value of
Comcast, General Electric, Charter Communications, and Leapfrog
common stock owned by the company for both periods.  The effects
of these gains and losses are partially offset by the losses and
gains on related derivative contracts.

                       Derivative Contracts

The company reported a loss on derivative contracts, net of
$104.9 million for the three months ended March 31, 2008, and a
gain of $65.1 million during the same period of 2007.  The loss in
2008 primarily reflects unrealized losses on interest rate
contracts, while the gain in 2007 reflects unrealized gains of
$75.1 million due to the change in fair value of the company's
prepaid forward related to the Comcast, Charter Communications,
General Electric and Leapfrog shares onwed by the company,
partially offset by unrealized losses on interest rate swap
contracts of $9.2 million in 2007.

                        Income Tax Benefit

Income tax benefit attributable to continuing operations for the
three months ended March 31, 2008, was $15.4 million, compared
with income tax benefit attributable to continuing operations for
the three months ended March 31, 2007, of $31.2 million.

            Income (loss) from Discontinued Operations

The company reported a loss from discontinued operations of
$473,000 in 2008, compared with income from discontinued
operations of $7.6 million in 2007.  Discontinued operations refer
to the operations of the Rainbow DBS satellite distribution
business the assets of which were sold to a subsidiary of Echostar
Communications Corp. in November 2005, and the company's 60.0%
interest in Fox Sports Net Bay Area which was sold to Comcast
Corp. in June 2007.

                            Total Debt

At March 31, 2008, the company and its subsidiaries had total debt
of $11.6 billion.  In comparison the company had total debt of
$12.4 billion at March 31, 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?2bc0

                    About Cablevision Systems

Headquartered in Bethpage, N.Y., Cablevision Systems Corporation
(NYSE: CVC) -- http://www.cablevision.com/-- is a cable operator  
in the United States.  Its cable television operations serve more
than 3 million households in the New York metropolitan area.  

Cablevision's Rainbow Media Holdings LLC operates several
programming businesses, including AMC, IFC, WE tv and other
national and regional networks.  In addition to its
telecommunications and programming businesses, Cablevision owns
Madison Square Garden and its sports teams, the New York Knicks,
Rangers and Liberty.  The company also operates New York's Radio
City Music Hall, the Beacon Theatre, and the Chicago Theatre and
owns and operates Clearview Cinemas.  


                          *     *     *

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


CAROLINA FIRST: Moody's Holds C- Rtng; Changes Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Carolina First
Bank (bank financial strength C- and long term bank deposits at
Baa1) and changed the outlook to stable from negative.  Carolina
First is the lead bank of The South Financial Group, Inc., an
unrated financial services holding company.

Moody's said that the outlook change follows South Financial's
issuance of $250 million of mandatorily convertible preferred
stock and its intent to issue up to an additional $100 million of
bank level subordinated debt which is expected to close by the end
of the month.  Following shareholder approval, the preferred stock
will be mandatorily convertible into common stock no later than
three years from the date of issuance.  South Financial also
announced a cut in its quarterly common stock dividend to
$0.01 per share, which will enable the company to save
approximately $52 million annually in retained capital.

In Moody's view, following South Financial's issuance of preferred
stock and subordinated debt, its capital base should be sufficient
to absorb foreseeable losses in its most troubled portfolios,
specifically residential construction and development in Florida.  
That said, Moody's noted that the current ratings incorporate
Moody's stress case loss of up to approximately $300 million after
tax on its commercial real estate portfolio.  Moreover, by
improving the capital base, South Financial's management can focus
more fully on strengthening the bank's core deposit funding which
is weaker than peers.

Moody's noted that South Financial's business mix is heavily
skewed towards commercial real estate.  To the extent losses from
that portfolio exceed Moody's stress expectations, negative
ratings pressure could emerge.

South Financial, headquartered in Greenville, South Carolina, had
assets of $13.7 billion as of March 31, 2008.


CARRIAGE HOMES: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Carriage Homes, LLC
        6068 S. Apopka-Vineland Road, Ste. 3
        Orlando, FL 32819

Bankruptcy Case No.: 08-03631

Chapter 11 Petition Date: May 5, 2008

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Richard D. Franzblau, Esq.
                  E-mail: rdfranz@rdfllc.com
                  12301 Lake Underhill Rd. Ste. 217
                  Orlando, FL 32828
                  Tel: (407) 770-2520
                  Fax: (321) 413-0300
                  http://www.rdfllc.com/

Total Assets: $5,750,000

Total Debts:  $3,515,171

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Volusia County Revenue Div.                          $77,765
Thomas C. Kelly Admin. Bldg.
123 W. Indiana Ave., Rm. 103
Deland, FL 32720

Cox Lumber                     Carriage Homes        $21,062
dba HD Supply LBM              Subdivision
P.O. Box 471407
Lake Monroe, FL 32747

Dunn Corp.                     Carriage Homes        $9,049
3763 Mercy Star Ct.            Subdivision
Orlando, FL 32808-4654

Sherwin-Williams Co.           Carriage Homes        $4,681
                               Subdivison


CENTRAL GARDEN: Earns $20.5 Million in 2nd Quarter Ended March 29
-----------------------------------------------------------------
Central Garden & Pet Company disclosed on Wednesday results for
fiscal second quarter ended March 29, 2008.

Net income for the quarter was $20.5 million, compared to
$21.4 million in the year ago period.  Income from operations was
$44.7 million, a decline of 3.0% compared to $46.2 million in the
year ago 2007 period.  Depreciation and amortization was
$8.1 million compared to $7.4 million in the year ago period.

The company reported net sales of $485.0 million in the quarter,
relatively unchanged compared to $486.0 million in the comparable
fiscal 2007 period.   Branded products sales increased 1.0% to
$415.0 million.  Sales of other manufacturers' products declined
8.0% to $70.0 million.

"In the first six months of the fiscal year we have taken
meaningful steps to improve margins, implement cost-reduction
initiatives and reduce working capital.  These actions have
substantially strengthened our financial position," noted William
Brown, chairman and chief executive officer of Central Garden &
Pet Company.  "Our progress, however, is being impeded by rising
costs, retailer inventory reductions and the continuing slowdown
in the aquatics category.  In spite of this, we hope to make
significant progress toward getting our business 'on profile' for
fiscal 2009."

                        Six Months Results

For the six months ended March 29, 2008, the company reported net
sales of $798.0 million relatively unchanged from $803.0 million
in the comparable 2007 period.  Branded product sales increased
1.0% while sales of other manufacturers' products declined 8.0%.

The net loss for the first six month period was $269.0 million
compared to net income of $18.5 million in the year ago period.
Included in the year-to-date results is a non-cash, pre-tax charge
of $400.0 million, or $290.0 million net of tax, related to
goodwill impairment.

Adjusted net income, excluding the impact of the impairment, was
$21.3 million.    

The operating loss for the period was $346.0 million compared to
operating income of $52.2 million in the year ago period.  
Depreciation and amortization for the first six month period was
$16.1 million compared to $14.3 million in the year ago period.

                 Liquidity and Capital Resources

At March 29, 2008, the company's total debt outstanding was
$695.5 million compared to $713.2 million at March 31, 2007, due
to operating cash flows being used to pay down debt, partially
offset by increased seasonal working capital requirements.

The company has $650.0 million in senior secured credit  
facilities, consisting of a $350.0 million revolving credit
facility maturing in February 2011 and a $300.0 million term loan
maturing in September 2012.  

There was $247.0 million outstanding at March 29, 2008, under the
$350.0 million revolving credit facility plus $15.9 million
outstanding under certain letters of credit.  The remaining
potential borrowing capacity was up to $87.1 million.

The company believes that cash flows from operating activities,
funds available under its revolving credit facility, and
arrangements with suppliers will be adequate to fund its  
presently anticipated working capital requirements for the
foreseeable future.  

                          Balance Sheet

At March 29, 2008, the company's consolidated balance sheet showed
$1.4 billion in total assets, $919.7 million in total liabilities,
$2.3 million in minority interest, and $510.3 million in total
shareholders' equity.

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?2bc4

                       About Central Garden
  
Based in Walnut Creek, Calif. Central Garden & Pet Company
(Nasdaq: CENT/CENTA) -- http://www.central.com/-- markets and  
produces branded products for the lawn & garden and pet supplies
markets.  The company's products are sold to specialty independent
and mass retailers.

Central Garden & Pet Company has approximately 5,000 employees,
primarily in North America and Europe.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Standard & Poor's Ratings Service affirmed its 'CCC+' senior
subordinated debt ratings on Central Garden & Pet Co.  The outlook
is negative.


CHARMING SHOPPES: S&P's 'B+' Rating Unmoved by Crescendo Deal
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Charming Shoppes Inc. (B+/Negative/--) remain unchanged after the
company's announcement that it has reached an agreement with
Crescendo Partners and Myca Partners, a shareholder group
collectively called "The Charming Shoppes Full Value Committee."   

The deal has resolved the current proxy contest regarding the
company's 2008 shareholder meeting.  Under the agreement,
Bensalem, Pennsylvania-based Charming Shoppes will nominate six
new members to its board of directors, to include

     -- two of management's nominees: Chairman and President/CEO
        Dorrit J. Bern and Alan Rosskamm;

     -- two of the Full Value Committee's nominees: Arnaud Ajdler
        and Michael C. Appel; and

     -- two experienced retail executives: former May Department
        Stores Co. Chairman Richard W. Bennet III and former Toys
        "R" Us Inc. Chairman/CEO Michael Goldstein.

Charming Shoppes' board will be expanded to 11 directors upon
approval of the new board members.

Furthermore, the company will propose at its 2008 annual meeting,
now delayed until June 26, 2008, to eliminate its classified board
structure, resulting in one-year terms for all board members as of
2009.  Following the 2008 annual meeting, the board will appoint
an independent nonexecutive board member as chairman.
     
The Full Value Committee has previously stated its desire for the
company to repurchase a significant amount of shares with cash
from operations and cash raised through the sale of Charming
Shoppes' assets.  Given the Full Value Committee's increased
influence due to the expected addition of two of its nominees to
the board, S&P believe it is possible that the company could adopt
a more aggressive financial policy in the near future.  However,
the new board members could bring new insight and strategies to
improve corporate performance and associated credit metrics.  The
full costs of this protracted contest, both financially and in
terms of relationships on the board and with top management, are
likely to be credit negative for the company in the short
term.  Standard & Poor's will continue to monitor developments
regarding Charming Shoppe's financial policy and governance
practices as they become available.


CHENIERE ENERGY: Liquidity Erosion Prompts S&P to Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on liquefied natural gas project developer Cheniere Energy
Inc. to 'CCC+' from 'B' and its senior secured rating on
subsidiary Sabine Pass LNG L.P. to 'B+' from 'BB'.  S&P also
removed the ratings from CreditWatch with negative implications,
where S&P placed them on April 17, 2008.  At the same time, S&P
revised its recovery rating on Sabine Pass to '4', indicating
average (30% to 50%) recovery of principal in the event of a
payment default.  The outlook is negative.
     
The company had about $2.86 billion of total debt outstanding as
of March 2008.
     
This rating action follows the material erosion in the company's
liquidity position and the incurrence of additional debt in the
form of a $95 million bridge loan.  While the bridge loan supports
liquidity in 2008, albeit at an extremely high interest cost,
additional external financing will be required in early 2009 if
there is not a sizable improvement in cash flow from operations
via the inflow of LNG cargoes.  Near-term cash flow expectations
for Cheniere Marketing are also lower due to a weak short-term
outlook for U.S. LNG imports.  Cheniere's proposed arrangement
with a natural gas marketing company to manage LNG supplies and
the downstream natural gas marketing for LNG cargoes delivered for
Cheniere Marketing's account at Sabine Pass will also likely
reduce any cash that the marketing segment would otherwise have
generated.  However, the marketing arrangement will significantly
reduce Cheniere's liquidity and working capital requirements.
     
Sabine Pass's ratings are higher than Cheniere's due to strong
ring-fencing protections that S&P believe insulate the credit
quality of Sabine Pass from the rest of the Cheniere organization
and allow for the maximum three-notch rating differential under
our project finance criteria.  S&P cap the ratings differential
for the two entities as we think Cheniere's deteriorating
financial condition could also harm asset quality at Sabine Pass.
     
Cheniere's 'CCC+' corporate credit rating reflects its vulnerable
business risk profile and highly leveraged financial risk profile.  
The business profile score reflects Cheniere's status as a start-
up LNG project developer with substantial execution and financing
risks.
     
"Moreover, while Cheniere is a leader in the development of LNG
regasification terminals in the U.S. and its business strategy is
currently focused on developing its three wholly owned proposed
terminals, the business profile also reflects management's
opportunistic pursuit of other business lines that include other
parts of the LNG value chain," said Standard & Poor's credit
analyst William Ferara.
     
The negative outlook is based on the company's strained liquidity
position and expectation for notably lower cash flow projections
in 2008.  S&P could lower the ratings if the company's
unrestricted cash balance declines further or quicker than
expected or if additional shares of its common stock are
repurchased with cash on hand. Upgrade potential is not likely in
the near term unless Cheniere can markedly improve its financial
risk and Cheniere Marketing can produce significant incremental
cash flows for Cheniere to reduce its parent level debt.


CLARKE COLLEGE: Moody's Holds Ba1 Long-Term Rating on 1998 Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term rating on
Clarke College's Series 1998 bonds issued through Dubuque County,
Iowa, with $5.8 million outstanding.  The College's rating outlook
is revised to positive from stable, reflecting expectations of
growth in financial resources, particularly unrestricted, as well
as stable enrollment and continued growth in net tuition revenues.

Legal Security: General obligation of the College.

Debt Related Derivatives: None.

Strengths

* Established student market position and stable enrollment growth
that is expected to continue for this small, Catholic, liberal
arts college located in Dubuque, Iowa.  For Fall 2007, the College
reported enrollment of 1,099 full-time equivalent students, up 11%
from 988 FTEs in Fall 2003. Growth has occurred in both the
undergraduate and graduate programs, with the College offering
some academic programs that are unique in the region, including a
Bachelors of Fine Arts, Doctorate of Physical Therapy, and a
number of adult completion degrees (its TimeSavers programs)
including a Masters of Business Administration and a nursing
degree.  The College has dramatically grown its applications
through a number of actions, resulting in increasing selectivity
and higher yield for Fall 2007; applications are up for the
incoming Fall 2008 class and enrollment is expected to be
generally steady, although slightly lower in freshman enrollment.

* Continued improvement in operating performance, with a three
year average operating margin of 1.9% for fiscal year 2007, as
calculated by Moody's assuming a 5% endowment spend rate.  This
result represents a dramatic improvement from the -8% average
operating deficit recorded in FY 2001.  Improved operations are
driven by growing enrollment and tuition revenues, as well as cost
management initiatives.  Moody's anticipates that Clarke will
continue to produce at least balanced operating performance based
on careful budgeting practices, expectations of generally stable
enrollment, and continued tuition growth.

* Increased financial resources, with total financial resources
rising to $17.3 million in FY 2007 from $13.5 million the prior
year; unrestricted financial resources increased to $6.8 million
and represented nearly 40% of total resources.  Unrestricted
resources provide 0.70 times coverage of outstanding debt and 0.36
times coverage of operations.  The College expects some further
growth in both unrestricted and total resources for the current
fiscal year (FY 2008), driven in part by partial payment on a
bequest to Clarke that should be received in its entirety during
FY 2009.  These funds will provide a relatively large boost in
unrestricted resources and strengthen the College's credit
profile.

* College states no debt plans for the next two years.

Challenges

* Highly competitive market for the College's core undergraduate
program from an array of public and private higher education
institutions in a state which is demographically challenged.  The
College is relatively small, with fewer than 1,200 full-time
equivalent students, and highly reliant on student related charges
to fund operations, with 82% of revenues derived from student
charges (tuition and auxiliary enterprises).  Growth in net
tuition revenue has been good, rising 26% since FY 2003 and a
robust 15% in FY 2007.  With Clarke's program offerings and
identity as a Catholic higher education institution in Eastern
Iowa, Moody's expect the College to maintain its market niche and
generally stable enrollment.

* Use of short-term borrowings to bridge cash flow needs, although
decreasing in FY 2008.  The College has historically issued
Revenue Anticipation Notes to meet ongoing operating cash needs
throughout the year, then drawn on a line of credit in order to
repay the RANs each year when due.  Clarke's focus on improving
cash flow generation and operating performance has resulted in a
decreased use of RANs.  The College intends to access only its
bank line to fund working capital needs for the summer months,
with repayment by September following receipt of tuition revenues.  
It is management's intent to continue to reduce its need for
borrowings on the line over the next several years.

* Expected longer-term capital needs following the completion of
the College's campus master plan, including investment in student
housing, recreation facilities and renovation of academic space.
Debt plans beyond the next few years are uncertain. Clarke is
planning to launch a comprehensive campaign within the next few
years, although the goal and timeline have yet to be determined.
Outlook

The positive outlook reflects Moody's expectation of growth in
financial resources, particularly unrestricted, as well as stable
enrollment and continued growth in net tuition revenues.

What Could Change the Rating - UP

Consistently balanced operating performance, with growth in liquid
financial resources providing a greater cushion for debt and
operations; diminished reliance on short-term borrowings to manage
cash flow needs.

What Could Change the Rating - DOWN

Borrowing without commensurate growth of financial resources or
incremental revenues to cover debt service; decline in enrollment
and minimal to no growth in tuition revenues; persistent operating
deficits.

Key Indicators (FY 2007 Financial Results; Fall 2007 enrollment
data):

  * Total Enrollment: 1,099 Full-Time Equivalent Students
  * Unrestricted Financial Resources: $6.8 million
  * Expendable Financial Resources: $7.1 million
  * Total Financial Resources: $17.3 million
  * Total Direct Debt: $9.7 million
  * Unrestricted Financial Resources to Debt: 0.70 times
  * Unrestricted Financial Resources to Operations: 0.36 times
  * Average Three Year Operating Margin: 1.9%


CLEAR CHANNEL: Extends Offer Date for 7.65% Senior Notes
--------------------------------------------------------
In connection with Clear Channel Communications, Inc.'s previously
announced tender offer for its outstanding 7.65% Senior Notes due
2010 (CUSIP No. 184502AK8) and Clear Channel's subsidiary AMFM
Operating Inc.'s previously announced tender offer for its
outstanding 8% Senior Notes due 2008 (CUSIP No. 158916AL0), Clear
Channel said that it has extended:

     -- the date on which the tender offers are scheduled to
        expire from 8:00 a.m. New York City time on May 9, 2008 to
        8:00 a.m. New York City time on May 16, 2008; and

     -- the consent payment deadline for the Notes from 8:00 a.m.
        New York City time on May 9, 2008 to 8:00 a.m. New York
        City time on May 16, 2008.

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

The completion of the tender offers and consent solicitations for
the Notes is conditioned upon the satisfaction or waiver of all of
the conditions precedent to the Agreement and Plan of Merger by
and among:

     * Clear Channel,
     * CC Media Holdings, Inc.,
     * B Triple Crown Finco, LLC,
     * T Triple Crown Finco, LLC and
     * BT Triple Crown Merger Co., Inc.

dated November 16, 2006, as amended by Amendment No. 1, dated
April 18, 2007, and Amendment No. 2, dated May 17, 2007 and the
closing of the merger contemplated by the Merger Agreement. The
closing of the Merger has not occurred.

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

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

As of May 7, approximately 95 percent of the AMFM Notes have been
validly tendered and not withdrawn and approximately 99 percent of
the CCU Notes have been validly tendered and not withdrawn. The
Clear Channel tender offer and consent solicitation is being made
pursuant to the terms and conditions set forth in the Clear
Channel Offer to Purchase and Consent Solicitation Statement for
the CCU Notes dated December 17, 2007, and the related Letter of
Transmittal and Consent. The AMFM tender offer and consent
solicitation is being made pursuant to the terms and conditions
set forth in the AMFM Offer to Purchase and Consent Solicitation
Statement for the AMFM Notes dated December 17, 2007, and the
related Letter of Transmittal and Consent. Further details about
the terms and conditions of the tender offers and consent
solicitations are set forth in the Offers to Purchase and the
related documents.

Clear Channel has retained Citi to act as the lead dealer manager
for the tender offers and lead solicitation agent for the consent
solicitations and Deutsche Bank Securities Inc. and Morgan Stanley
& Co. Incorporated to act as co-dealer managers for the tender
offers and co-solicitation agents for the consent solicitations.
Questions regarding the tender offers should be directed to:

     Citi
     Phone: 800-558-3745 (Toll-free)
            212-723-6106 (collect)

Global Bondholder Services Corporation is the Information Agent
for the tender offers and the consent solicitations.  Requests for
documentation should be directed to:

     Global Bondholder Services Corporation
     Phone: 212-430-3774 (for banks and brokers only)
            866-924-2200 (for all others toll-free)

                       About Clear Channel

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

                            *     *     *

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

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

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


CONTIMORTGAGE HOME: Fitch Revises 'CCC/DR1' Rating to 'CCC/DR2'
---------------------------------------------------------------
Fitch Ratings has taken rating action on these two Contimortgage
Home Equity Loan Trust mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.

Series 1997-5;

  -- Class A-6 affirmed at 'AAA';
  -- Class A-8 affirmed at 'AAA';
  -- Class B remains at 'CCC/DR1'.

Series 1998-1;

  -- Class A-7 affirmed at 'AAA';
  -- Class A-8 affirmed at 'AAA';
  -- Class A-9 affirmed at 'AAA';
  -- Class B revised to 'CCC/DR2' from 'CCC/DR1'.

The collateral on the aforementioned transactions consists of
mixed term fixed and adjustable rate mortgages extended to
subprime borrowers.  Contimortgage Corporation deposited the loans
into the trust, and acts as the servicer for the collateral.  
Fitch has no servicer rating for Contimortgage Corporation.

Series 1997-5 classes A-6 and A-8 have a wrap provided by MBIA.
Series 1998-1 classes A-7, A-8, and A-9 have a wrap provided by
MBIA.

DAVIS SQUARE: Moody's Junks Ratings on Three Classes of Notes
-------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Davis
Square Funding VI, Ltd.:

Class Description: $274,000,000 Class A-1LT-a Floating Rate Notes
Due 2041

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

Class Description: $300,000,000 Class A-1LT-b Floating Rate Notes
Due 2041

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

Class Description: up to $1,166,000,000 Class A-1LT-c Floating
Rate Notes Due 2041

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

Class Description: $85,000,000 Class A-2 Floating Rate Notes Due
2041

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

Class Description: $105,000,000 Class B Floating Rate Notes Due
2041

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $35,000,000 Class C Deferrable Floating Rate
Notes Due 2041

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $25,000,000 Class D Deferrable Floating Rate
Notes Due 2041

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

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


DELPHI CORP: Seeks to Raise Loan by $254 Mil. Amid Market Support
-----------------------------------------------------------------
Delphi Corp. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to:

   (a) increase the size of the Tranche C term loan by
       approximately $254 million,

   (b) complete any necessary related documentation and   
       transactions, and

   (c) pay fees in connection therewith.

The Hon. Robert Drain on, April 30, 2008, authorized the Debtors
to enter into an amendment and restatement of the First Amended
and Restated DIP Credit Agreement.  Among other things, the
amendment extended the maturity of the DIP Facility to Dec. 31,
2008 and reconfigured the size of the first priority revolving
loan and the first priority term loan.

At the time of the April 30 hearing, the Debtors anticipated
that:

    -- the Tranche A of the DIP Facility would consist of a first
       priority revolving credit facility of up to
       $1 billion;

    -- Tranche B would consist of a first priority term loan of
       up to $600 million, and

    -- The principal amount of the second priority term loan of
       approximately $2.5 billion under Tranche C would remain
       unchanged.

As the syndication effort proceeded, investor interest in
participating in the Debtors' DIP Facility proved to be
significantly stronger than previously expected, John Wm. Butler,
Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois, tells the Court.  "Indeed, interest in the
Debtors' DIP Facility was so high that it resulted in an
oversubscription for the Tranche A, Tranche B, and Tranche C
amounts that the Debtors anticipated borrowing."

As a result, the Debtors and the DIP Lenders, according to
Mr. Butler, were able to make use of the opportunity afforded by
the market support to make several improvements to the structure
of the Second DIP Extension:

   (i) The Debtors increased the amount of availability under the
       Tranche A revolving credit facility to $1.1 billion and
       decreased the amount of the Tranche B term loan to
       $500 million.  The Debtors anticipate the shift between
       the Tranche A and Tranche B borrowings will save several
       hundred thousand dollars in interest expense per month.  
       The amendments to Tranche A and Tranche B are
       substantially consistent with the terms of the form of
       Second Amended and Restated DIP Credit Agreement.  

  (ii) As a result of greater market interest, the Debtors were
       able to increase the principal amount of the Tranche C
       Loan by approximately $254 million.

The Second Amended and Restated Credit Agreement, including the
revisions to Tranche A and Tranche B as well as the existing
Tranche C, became effective on May 9, 2008.  The increase in the
principal amount of the Tranche C Term Loan of approximately
$254 million remains subject to the Court's approval and therefore
has not yet become effective.

Mr. Butler explains that upsizing the Tranche C term loan will
supply additional liquidity for the Debtors without negatively
affecting the pricing terms or other benefits of the financing
for which the Debtors sought approval from this Court in April
2008.  Although the upsizing will result in incrementally higher
interest expense (related solely to the contemplated additional
principal amount under the Tranche C term loan), the Debtors
believe that during this period of unprecedented financial market
volatility and uncertainty in the economy and the automotive
industry, the additional liquidity requested is of substantial
value to them.

As of May 9, 2008,the Debtors have borrowed $2,496,000,000 under
the Tranche C term loan.  Pending the Court's approval of the
loan increase, the Debtors anticipate borrowing an additional
amount equal to approximately $254 million under the Tranche C
term loan on June 9, 2008.

The Debtors will be obligated to pay certain fees with respect to
the increase of the Tranche C loan.  Specifically, the Debtors
will be required to pay the lenders an upfront fee of 2% of the
additional $254 million.  In addition, the $254 million will also
accrue a "ticking fee" equal to 262.5 basis points from the
May 9, 2008, effective date of the DIP Facility through the
funding date, on a daily basis.

                        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)  


DEUTSCHE ALT-A: Moody's Cuts Ratings to B2 on Two Loan Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 4 tranches
from one Alt-A transaction issued by Deutsche Alt-A Securities
Mortgage Loan Trust.  One tranche remains on review for possible
further downgrade.

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

Complete rating actions are:

Issuer: DBALT 2007-RAMP1

  -- Cl. M-6, Downgraded to Baa3 from Baa1
  -- Cl. M-7, Downgraded to B2 from Baa2
  -- Cl. M-8, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Ba1


DIRECTV HOLDINGS: Fitch Puts 'BB+' Rating on $1BB Incremental Loan
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Issuer Default Rating assigned
to DIRECTV Holdings LLC.  In addition Fitch has assigned a 'BB+'
to the company's $1 billion incremental term loan due 2013 and a
'BB' rating to DIRECTV's offering of senior unsecured notes due
2016.  The Rating Outlook for all of DIRECTV's debt remains
Stable.  DIRECTV is a wholly owned subsidiary of The DIRECTV
Group, Inc.  Approximately $3.4 billion of debt as of March 31,
2008 is affected.

Proceeds from the issuance are expected to be dividend to DTVG and
used for general corporate purposes including funding DTVG's
$3 billion stock repurchase authorization.  The incremental term
loan facility will be secured in a similar manner and rank pari
passu with the existing senior secured debt.  Similar to DIRECTV's
existing senior unsecured notes, the new notes will be guaranteed
by substantially all of DIRECTV's subsidiaries, and will rank pari
passu with the existing senior unsecured notes.  The new financing
does not materially change the composition of DIRECTV's debt
structure as approximately 43% of the company's debt remains
secured.

Pro forma for the new debt issuance, DIRECTV's leverage increases
to 1.4 times, on an LTM basis as of the end of the first quarter.  
Fitch acknowledges that DIRECTV's credit profile is very strong
relative to the current ratings; however, now that the
transactions between News Corporation and Liberty Media
Corporation are complete and the standstill agreement with Liberty
is in place, Fitch expects that DIRECTV will increase leverage to
a level reflective of the current IDR.  Fitch believes that given
DIRECTV's operating profile and the competitive operating
environment, the company's leverage can range between 3.0x and
3.5x and maintain the 'BB' issuer default rating.  Reflecting the
financial flexibility inherent within DIRECTV's current ratings,
the leverage target indicates the company has the capacity to add
between $6.5 billion and $8.5 billion of leverage to its balance
sheet based on the first-quarter 2008 LTM EBITDA of
$4.069 billion.

In Fitch's view, the new debt issuance signals the start of a
gradual increase in DIRECTV's leverage profile.  Fitch anticipates
that proceeds from a recapitalization of DIRECTV's balance sheet
will likely be used to fund share repurchases or a possible one-
time dividend.  Based on management commentary, acquisitions are
not expected to be a high priority.  Additionally, seeing that
DIRECTV did not participate in the 700MHz auctions it does not
appear that DIRECTV will make a significant investment in a
wireless broadband network.  However, Fitch views an investment in
a broadband service provider as a possible use of cash.

Overall, the ratings reflect the size and scale of DIRECTV's
operations as the second-largest multichannel video programming
distributor in the United States, Fitch's expectation for
continued generation of free cash flow (before dividends to DTVG)
and the positive effect on average revenue per user, margin and
churn stemming from the company's success with up-selling
subscribers to more advanced video services.

Rating concerns center on the evolving competitive landscape, as
well as DIRECTV's lack of revenue diversity and narrow product
offering relative to its cable multiple system operator  and
growing telephone company competition.  Fitch believes the
convergence of service offerings between the cable MSOs and the
telephone companies have weakened DIRECTV's competitive position,
which will limit the company's growth potential and increase the
business risks related to DIRECTV's credit profile over the long
term.  

With that said, however, DIRECTV's strategy to focus on providing
the best-in-class video offering especially exclusive sports
programming, has provided the company with a defensible market
niche, from Fitch's perspective, positioning DIRECTV to compete
with cable and telephone companies, grow its subscriber base and
control churn.  As evidence of DIRECTV's competitive position, the
company's positive subscriber and operating momentum continued
during the first quarter with DIRECTV adding 275,000 net
subscribers and growing its ARPU 8.6% to $79.70.

The strong net additions performance was driven by a 3.8% increase
in gross additions and by the company lowering its churn rate to a
10-year low of 1.36%.  Importantly DIRECTV continues to add
quality subscribers that have a high propensity to take HD and DVR
services, which generate the highest returns and tend to churn
less.

DIRECTV's liquidity position is supported by the $500 million of
available borrowing capacity from the revolver contained in the
company's credit facility and expected free cash flow generation
(before any potential dividend payment to DTVG).  During the first
quarter DIRECTV generated approximately $405 million of free cash
flow, including a $100 million dividend to DTVG, reflecting a 55%
increase compared to the same period last year.  Free cash flow
generation was supported by a 25% reduction in capital
expenditures and EBITDA growth.  For all of 2008 Fitch expects the
company to generate approximately $1.3 billion of free cash flow
(before dividends to DTVG) representing a 125% increase relative
to the free cash flow generated during 2007.

The Stable Rating Outlook incorporates Fitch's expectation that
any potential recapitalization of DIRECTV's balance sheet will
demonstrate a credit protection metrics consistent with a 'BB'
credit profile.

Fitch affirmed these ratings:

DIRECTV Holdings, LLC
  -- IDR at 'BB';
  -- Senior secured debt at 'BB+';
  -- Senior unsecured debt at 'BB'.

Fitch has assigned these new ratings

DIRECTV Holdings, LLC

  -- Incremental term loan due 2013 'BB+';
  -- Senior unsecured notes due 2016 'BB'.


DUNHILL ABS: Moody's Cuts Aa2 Rating on $55MM Notes to Ba2
----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Dunhill
ABS CDO, Ltd.

Class Description: $250,000 Class A-1VA First Priority Senior
Secured Voting Floating Rate Notes Due 2041-1

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

Class Description: $327,250,000 Class A-1NV First Priority Senior
Secured Non-Voting Floating Rate Delayed Draw Notes Due 2041

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

Class Description: $20,000,000 Class A-1VB First Priority Senior
Secured Voting Floating Rate Notes Due 2041

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

Class Description: $57,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041

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

Class Description: $55,000,000 Class B Third Priority Secured
Floating Rate Notes Due 2041

  -- Prior Rating: Aa2
  -- Current Rating: Ba2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $21,500,000 Class C Mezzanine Secured Floating
Rate Notes Due 2041

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

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


DUQUESNE CDO: Moody's Chips A2 Rating on $11.5MM Notes to Caa2
--------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Fort Duquesne CDO 2006-1 Ltd.

Class Description: $100,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $26,500,000 Class B Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $11,500,000 Class C Secured Floating Rate
Deferrable Notes Due 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $5,500,000 Class D Floating Rate Deferrable
Notes Due 2046

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

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


DURA AUTOMOTIVE: Confirmation Hearing Will Push Through on May 13
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware, denied a request by J.W. Korth, on behalf of
an ad hoc committee of holders of more than $100 million of 8-5/8%
Senior Bonds and 9% Subordinated Bonds of Dura Automotive Systems
Inc. and its debtor-affiliates, to extend the date of the
confirmation hearing to allow it more time to submit an objection
to the Plan's confirmation.

As reported in the Troubled Company Reporter on April 7, 2008,
Judge Carey set a hearing, on May 13, 2008, to confirm the
Debtors' revised Plan of Reorganization.

The Official Committee of Unsecured Creditors refuted J.W.
Korth's assertions that the Court cannot rely on the Committee's
recommendation supporting the Plan because the information
provided was flawed.  The Committee informed Judge Carey that it
based its recommendation after a careful independent review and
analysis of the Debtors' businesses performed by the Committee's
financial advisors, Chanin Capital Partners.

The Committee said it has fully reviewed the Debtors' liquidation
analysis and believes that the Revised Plan provides a greater
recovery to the Senior Notes Claims and other general unsecured
claims than if the Debtors' Chapter cases were converted to cases
under Chapter 7 of the Bankruptcy Code.

The Committee added it believes the Revised Plan, which is the
result of substantial negotiation among the Committee, the
Debtors, and other creditor constituencies, is fair and equitable
and does not discriminate unfairly.  Furthermore, the Committee
pointed out that each impaired class entitled to vote has
accepted the Revised Plan.

The Committee avers J.W. Korth improperly suggested that certain
current owners of the Second Lien Facility Claims and Senior
Notes Claims are "insiders" who are not entitled to vote on the
Revised Plan.  It pointed out J.W. Korth failed to identify any
individual who meets the definition of insider set forth in the
Bankruptcy Code and should, consequently, be disqualified from
voting, the Committee further noted.

In a letter sent to Judge Carey, Jeff Comfort, a retail investor,
asked the Court direct the creation of an unsecured creditors
committee to look at the valuation of the Debtors by an
independent third party.  "There are huge discrepancies in what
was previously published and what management are now saying the
company is worth."  Mr. Comfort said.  "The value is whatever the
management wants it to be unless there is an independent
valuation."  Mr. Comfort noted that "the public would like to
know where almost $1,000,000,000 went."

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

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

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

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

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

(Dura Automotive Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


DURA AUTOMOTIVE: Johnson Electric Objects to Plan Confirmation
--------------------------------------------------------------
Johnson Electric North America, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to deny confirmation of the
Revised Joint Plan of Reorganization of Dura Automotive Systems
Inc. and its debtor-affiliates.

Charlene D. Davis, Esq., at The Bayard Firm, in Wilmington,
Delaware, says the Plan is unconfirmable because it attempts to
assume a requirements contract to which Johnson is a party
without curing the existing default.

Pursuant to Sections 365(b)(1), 1123(b), 1123(d) and 1129(a) of
the Bankruptcy Code, Johnson Electric asks the Court to deny
confirmation of the Plan unless and until the Debtors agree to
pay the cure amount of $2,078,859 on the Effective Date.

If the Court finds that confirmation of the Plan is appropriate,
Johnson asks the Court to allow its cure claim and direct either
payment by the Effective Date of the Plan or the provision of
adequate assurance of prompt payment.

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

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

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

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

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

(Dura Automotive Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


EDUCATION RESOURCES: Fitch Withdraws 'D' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has withdrawn the ratings of The Education Resources
Institute, Inc.  Fitch will no longer provide rating coverage of
TERI.

Fitch has withdrawn these ratings:

  -- Insurer Financial Strength at 'C';
  -- Issuer Default Rating at 'D'.


EINSTEIN NOAH: April 1 Balance Sheet Upside-Down by $29.1 Million
-----------------------------------------------------------------
Einstein Noah Restaurant Group Inc. reported on Wednesday
financial results for the first quarter ended April 1, 2008.

At April 1, 2008, the company's consolidated balance sheet showed
$154.1 million in total assets and $183.2 million in total
liabilities, resulting in a $29.1 million total stockholders'
deficit.

The company reported net income of $3.8 million for the quarter
ended April 1, 2008, versus net income of $1.1 million in the same
period a year ago.  Revenues increased to $103.3 million from
$96.3 million last year.

"Thanks in large part to our increased same store sales and our
efforts in 2007 and early 2008 to lock in the cost of wheat,
implement a well-timed price increase and introduce a revamped
menu, our results for the first quarter of 2008 reflect impressive
financial performance.  We are in a growth mode during a time when
most companies are pulling back," said Paul Murphy, president and
chief executive officer of Einstein Noah Restaurant Group.  "I'm
pleased with our ability to execute and deliver on the objective
we set for the first quarter of 2008."

Notwithstanding heavy cost pressure from agricultural commodities,
increased compensation costs for bonuses, and certain one-time
charges equaling about $250,000, income from operations increased  
to $6.0 million during the quarter, from $5.7 million reported in  
the first quarter of 2007, the company said.  

The company opened three new company-owned restaurants, four
license locations and the first Einstein Bros. franchise
restaurant in Jacksonville, Fla.

"The entire organization has been focused on keeping costs down
during difficult economic times, while at the same time investing
in areas that are designed to continue to grow the business," said
Rick Dutkiewicz, chief financial Officer of Einstein Noah
Restaurant Group.  

"We are in a growth mode during a time when most companies are
pulling back.  In addition to the efforts from our operational
personnel to greatly enhance our profitability, we recently
entered into an interest rate swap to fix $60.0 million of our
floating rate debt through August 2010 at a  Libor rate of 3.52%
plus an applicable margin.  This will provide us a measure of cost
certainty on our interest expense for the next couple of years."

"Our financial performance in the first quarter has prepared us
well to properly invest in our growth strategy for the remainder
of 2008," Mr. Murphy said.  "I look forward to the many
investments we plan on making in the right areas to continue to
grow the business."

                 Liquidity and Capital Resources

During the first quarter of 2008, Einstein Noah Restaurant Group
generated $11.3 million in cash from operating activities, which
was 77.0% more than the $6.4 million generated in the same period
a year ago.

The company's debt as of April 1, 2008, is principally comprised
of a modified term loan with a principal amount of $90.0 million
and a $20.0 million revolving credit facility.

As of April 1, 2008, the company had $7.3 million in letters of
credit outstanding under its $20.0 million revolving credit
facility.  The letters of credit expire on various dates during
2008, are automatically renewable for one additional year and are
payable upon demand in the event that the company fails to pay the
underlying obligation.  Availability under the revolving facility
was $12.7 million at April 1, 2008.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 1, 2008, are available for
free at http://researcharchives.com/t/s?2bc8

                       About Einstein Noah

Headquartered in Lakewood, Colo., Einstein Noah Restaurant Group
Inc. (Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a  
a retail chain of quick casual restaurants in the United States,
specializing in foods for breakfast and lunch.  The company
operates locations primarily under the Einstein Bros.(R) Bagels
and Noah's New York Bagels(R) brands and primarily franchises
locations under the Manhattan Bage(R) brand.  The company's retail
system consists of more than 600 restaurants, including more than
100 license locations, in 35 states plus the District of Columbia.


ENTERCOM COMMS: S&P Holds 'BB-' Rating, Removes Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Bala
Cynwyd, Pennsylvania-based radio broadcaster Entercom
Communications Inc., including its 'BB-' corporate credit
rating.  At the same time, S&P removed the ratings from
CreditWatch negative, where it originally placed them on March 17,
2008 based on S&P's concerns regarding the company's narrow margin
of covenant compliance.  The outlook is negative.
      
"The affirmation and CreditWatch removal reflects the company's
slight improvement in its cushion of covenant compliance for the
quarter ended March 31, 2008, due to debt repayment and modest
EBITDA growth," explained Standard & Poor's credit analyst Michael
Altberg.
     
In addition, S&P's action incorporates the company's decision to
reduce its quarterly dividend to 10 cents per share from 38 cents
per share, which, on a pro forma basis, increases Entercom's
conversion of EBITDA to discretionary cash flow to roughly 47%,
from 21%, for the 12 months ended March 31, 2008.  Although S&P
expect the company to use excess discretionary cash flow for share
buybacks under its recently extended $100 million repurchase
program (which had $40.2 million in capacity available as of March
31, 2008), S&P believe the dividend reduction offers Entercom
increased flexibility to protect the advantageous pricing under
its credit agreement and repay debt if needed.
     
At the same time, S&P assigned a recovery rating to the 7.625%
senior subordinated notes due 2014 at the company's finance
subsidiary, Entercom Radio LLC, and left the issue-level ratings
on this debt unchanged.  The issue-level rating remains 'B' (two
notches below the 'BB-' corporate credit rating), and S&P assigned
a recovery rating of '6', indicating its expectation of negligible
(0%-10%) recovery in the event of a payment default.
     
The rating on Entercom Communications Corp. reflects financial
risk from debt-financed radio station acquisitions, the potential
for additional acquisitions that could weigh on credit measures, a
competitive operating environment, and the potential for
advertising volatility.  The company's good competitive positions
in large radio markets, radio broadcasting's decent margin and
discretionary cash flow potential, and largely resilient station
asset values only partially offset these factors.


FIRST MARBLEHEAD: TERI Bankruptcy Causes $315MM Decrease in Value
-----------------------------------------------------------------
The First Marblehead Corporation (NYSE: FMD) released last week
its financial and operating results for the third quarter of
fiscal 2008 and for the nine-month period ended March 31, 2008.

For the third quarter of fiscal 2008, the company recorded a net
loss of $229.6 million or $2.36 per diluted share compared to net
income of $71.2 million or $0.75 per diluted share for the third
quarter of fiscal 2007. The Company's net loss for the nine-month
period was $178.4 million or $1.88 per diluted share compared to
net income of $293.3 million or $3.09 per diluted share for the
same period last year. Total revenues for the nine months ended
March 31, 2008 were $5.0 million, compared to $681 million for the
same period last year. Revenues declined principally as a result
of illiquidity in the financing market for private student loans,
leading to the Company's inability to complete a securitization
transaction.

In addition, adjustments made to certain assumptions used to
estimate the fair value of service receivables, which resulted in
a $315 million pre-tax decrease in their total value. The
voluntary petition for reorganization under Chapter 11 of the
Bankruptcy Code by The Education Resources Institute (TERI), on
April 7, 2008, had a significant negative impact on the estimate
of the fair value of service receivables.

"Our earnings this fiscal quarter were disappointing and affected
by the continued disruption in the capital markets and the
challenging consumer credit cycle.  However, we recognize that the
demand for private student loans and other services continues to
be very strong," said Jack L. Kopnisky, First Marblehead's Chief
Executive Officer and President.

During the third quarter of fiscal 2008, the Company facilitated
student loan origination for its clients of $1.0 billion, up 19%
over the same period last year. The rolling twelve-month volume
increased to $5.0 billion, up 38% for the twelve months ended
March 31, 2008.

"Management has taken a number of actions to reposition its
business model in light of the current environment and as part of
its planned transition into a diversified education finance
products and services company. Earlier this week, we announced a
significant reduction in our cost structure," said Kopnisky. "In
addition, we continue to work with GS Capital Partners to close
its investment."

First Marblehead hosted a conference call on May 8, 2008, to
discuss the results.  Mr. Kopnisky, and John A. Hupalo, Senior
Executive Vice President and Chief Financial Officer, hosted the
call.  A replay of the call will be available on First
Marblehead's Web site until May 15.  Dial (888) 286-8010        
from the U.S. Or (617) 801-6888 from abroad, and enter the pass
code 90020698.

                   About The First Marblehead

First Marblehead Corporation -- http://www.firstmarblehead.com/--    
provides financial solutions that help students achieve their
dreams.  The company helps meet the growing demand for private
education loans by providing national and regional financial
institutions and educational institutions, well as businesses and
other enterprises, with an integrated suite of design,
implementation and securitization services for student loan
programs.

First Marblehead supports responsible lending for borrowers and is
a strong proponent of the smart borrowing principle, which
encourages students to access scholarships, grants and federally
guaranteed loans before considering private education loans. At
Dec. 31, 2008, the company's balance sheet showed total assets of
$1,584,564,000, total liabilities of $663,514,000 and total
stockholders' equity of $921,050,000

                           *     *     *

As reported by the Troubled Company Reporter on April 9, 2008,
First Marblehead's stocks dropped 37% after The Education
Resources Institute, guarantor of its loans, filed for Chapter 11
protection.  According to Bloomberg News, First Marblehead
declined $2.84 to $4.86 in New York Stock Exchange trading after
TERI's bankruptcy filing.  The descent is the biggest one-day drop
in the securities' record and reduces First Marblehead below 89%
for the past 12 months.

First Marblehead is scheduled as TERI's largest unsecured
creditor, holding claims of $11 million, according to papers TERI
filed in bankruptcy court.

First Marblehead said it is analyzing the implications of TERI's
Chapter 11 filing on its lenders, investors, borrowers, well as
the The National Collegiate Student Loan Trusts.


FORTIUS II: Moody's Slashes Ratings on Two Note Classes to Ca
-------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Fortius II Funding, Ltd.

Class Description: $325,000,000 Class A-1 Floating Rate Notes Due
2042

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $50,000,000 Class A-2 Floating Rate Notes Due
2042

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

Class Description: $45,000,000 Class B Floating Rate Notes Due
2042

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

Class Description: $20,000,000 Class C Deferrable Floating Rate
Notes Due 2042

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

Class Description: $27,500,000 Class D Deferrable Floating Rate
Notes Due 2042

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

Class Description: $7,500,000 Class E Deferrable Floating Rate
Notes Due 2042

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

Class Description: $10,000,000 Combination Notes Due 2042

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

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


FREMONT GENERAL: Expects to File for Bankruptcy
-----------------------------------------------
Fremont General Corporation (Pink Sheets: FMNT), doing business
primarily through its wholly owned bank subsidiary, Fremont
Investment & Loan provided updated information on matters that
pertain to its previously announced transactions with
CapitalSource, Inc. and Litton Loan Servicing LP as well as with
respect to its future plans.

On April 13, 2008, the Company, Fremont General Credit
Corporation, a California corporation and the Company's wholly-
owned subsidiary and FIL entered into a Purchase and Assumption
Agreement with CapitalSource TRS Inc., a wholly owned subsidiary
of CapitalSource, Inc., and, for limited reasons described in the
P&A Agreement, CapitalSource.  The P&A Agreement provides for the
purchase of a substantial portion of FIL's assets, including all
of FIL's branches, and the assumption of all of FIL's deposits, by
a California industrial bank to-be-organized and wholly owned by
the Purchaser.  All regulatory applications for approval of the
CapitalSource transaction have since been filed by the Purchaser.  
Upon approval of the requisite regulatory applications, the
CapitalSource industrial bank so formed would be a Federal Deposit
Insurance Corporation insured depository institution with deposits
insured to the fullest extent provided by law.

On May 8, 2008, FGC announced that FIL had entered into an Asset
Purchase Agreement with Litton Loan Servicing LP, an affiliate of
Goldman Sachs & Co., that provides for the sale of FIL's remaining
mortgage servicing rights on its $12.2 billion serviced loan
portfolio, as of March 31, 2008.  With the execution of the
agreement, FIL has now contracted to sell substantially all of
FIL's remaining assets.  Subject to receipt of non-objection from
the Regulatory Authorities, FIL expects that it should be in a
position to close the Servicing Asset Sale prior to the receipt of
all requisite regulatory approvals for the CapitalSource
transaction.

Because of the regulatory prohibitions that the Company and FIL
are operating under and due to lack of other viable alternatives
available to FGC, which is described in more detail in a Form 8-K
which is concurrently being filed with the Securities and Exchange
Commission, the Board of Directors of FGC believes that it should
take all actions necessary and appropriate to consummate the
transactions contemplated by the P&A Agreement in order to:

   (1) comply with the terms of the Supervisory Prompt Corrective
       Action Directive issued on March 26, 2008, by the FDIC
       with the concurrence of the California Department of
       Financial Institutions, which has been disclosed in prior
       press releases,

   (2) enhance the capital of FIL, and

   (3) avoid further action by the Regulatory Authorities, which
       could be detrimental to FGC's constituencies.  

For this reason, FGC publicly disclosed in announcing the
CapitalSource transaction that in the event that FGC was not in a
position to produce required consolidated financial information in
a timely manner to conduct a proxy solicitation, FGC would likely
determine to file a voluntary petition for bankruptcy following
receipt of the requisite approvals for the CapitalSource
transaction from the Regulatory Authorities.

The Company has determined that it is not in a position to provide
in any type of realistic time frame current and complete
consolidated financial information of FGC that would be required
by the SEC proxy rules to solicit shareholders for approval of the
transaction with CapitalSource.  

Accordingly, absent the occurrence of another viable transaction
for the remaining assets and liabilities of the Company and FIL,
or of a transaction for the entire consolidated company or an
alternative transaction with respect to FIL, which in the case of
a transaction for the entire consolidated Company or for FIL would
require the board of directors of the Company or FIL to determine
that the failure to pursue such alternative transaction would be a
breach of the respective boards' fiduciary duties under applicable
laws, it is the expectation of the board of directors of FGC that
it will cause FGC to file a petition for a voluntary bankruptcy
proceeding solely with respect to FGC under Chapter 11 of the U.S.
Bankruptcy Code following the receipt of all requisite approvals
of the Regulatory Authorities of the CapitalSource transaction.

Under such circumstances, the Company would request approval of
the CapitalSource transaction in accordance with federal
bankruptcy laws. The bankruptcy filing will not impact the
operation of FIL or affect the FDIC insurance of its deposits.  
Information related to the various efforts of the Company's new
management to resolve the various legacy issues confronting the
Company and FIL, which leads to the decision to file for
bankruptcy, is described in the referenced Form 8-K filed with the
SEC.

If the Company is able to close on the CapitalSource transaction
and the Servicing Asset Sale as contemplated, the FIL board of
directors would provide certification to the FDIC that all deposit
liabilities were assumed by the newly formed, FDIC insured
CapitalSource industrial bank, resulting in termination of its
FDIC insured status, and then file application with the DFI to
surrender its banking charter.  Completion of the CapitalSource
transaction and of the Servicing Asset Sale, and termination of
the Bank's insurance of accounts and surrender of the Bank's
charter would effectively end the Bank's supervision by the
Regulatory Authorities.  At that time, the FIL's board of
directors expects to begin the process of an orderly liquidation
of FIL.

Notwithstanding a bankruptcy filing by FGC, FIL's objective during
such a liquidation process will be to continue to work to resolve
FIL's liabilities as new management has been doing, with the goal
of providing as much liquidity as possible to be available to
satisfy, in whole or in part, the claims of FGC's creditors and,
to the extent any liquidity remains, FGC's shareholders.  FGC can
give no assurance that it will be successful in such efforts.  FGC
management expects to continue to publicly report on its
continuing efforts to resolve legacy claims at FGC and FIL.

                 Background of Events Leading to
                    CapitalSource Transaction

On February 27, 2007, FGC and the Bank received a proposed Cease
and Desist Order from the FDIC, which ordered the Company and FIL
to cease and desist from unsafe and unsound banking practices and
violations of law and regulations and required FIL to make a
variety of changes designed to correct lending deficiencies in
FIL's subprime residential mortgage and commercial real estate
business, to adopt a Capital Adequacy Plan to maintain adequate
Tier 1 leverage capital in relation to FIL's risk profile, to
provide for enhanced regulatory oversight, and for FIL to have and
retain qualified management acceptable to the Regulatory
Authorities. On March 7, 2007, FGC and FIL formally consented to
the proposed Order issued by the FDIC, without admitting to any of
the allegations contained in the Order. FGC and FIL entered into a
Final Order with the DFI on April 13, 2007, which is substantially
similar in content to the Order.

FGC retained a new management team in November 2007, which
management team was also authorized by the Regulatory Authorities
to serve at FIL in the same capacities in December 2007. In
January 2008, a new board of directors for FGC was also appointed.
At the direction of the new management team, FGC has since
embarked on a series of initiatives to resolve many of the legacy
issues confronting both FGC and FIL. Among new management's
accomplishments are: reducing operating expenses through a
reduction in staff as well as overhead, closure of FIL's Irving,
Texas loan servicing center and FGC's Santa Monica headquarters,
selling a portion of FIL's performing and non-performing loans,
negotiating resolution of several of FIL's outstanding litigation
matters, resolving net worth covenant breaches by FGC, and
negotiating potential resolutions of a portion of FIL's
residential mortgage loan repurchase demands. In addition, with
the assistance of FGC's investment banking firms, FGC began
marketing FGC for sale, as well as FIL's deposits, branches and
assets.

Shortly after FGC's new management team was retained, a joint
examination by the Regulatory Authorities was commenced. During
the course of the joint regulatory examination and following
discussions with Regulatory Authorities, FGC commenced a
re-evaluation of the carrying value and related reserves for
various assets and liabilities, including the repurchase reserve
on previously sold or securitized residential mortgage loans
completed between 2004 and 2007 in connection with the preparation
of its 2007 year end consolidated financial statements.

FGC publicly announced on February 28, 2008 that, in connection
with ongoing reviews and the Company's preparation of its 2007
consolidated financial statements, it was possible that it could
record asset write-downs and provisions in a significantly greater
amount than what was reflected on FGC's books and records and
reflected in regulatory call reports filed by FIL. FGC further
publicly announced that its independent auditors were going to be
delayed in completing their audit of FGC's consolidated financial
statements for the year ended December 31, 2007, causing FGC to
file a Form 12b-25 with the SEC announcing the delay in filing the
2007 Annual Report on Form 10-K. On March 12, 2008, FGC announced
that it would not be filing its 2007 Annual Report on Form 10-K
with the SEC by the end of the 15-day extension period.

On March 26, 2008, the FDIC, with the concurrence of the DFI,
issued a Supervisory Prompt Corrective Action Directive to the
Bank, FGC and FGCC. The Directive requires the Bank, FGC and FGCC
to take one or more of the following actions to recapitalize the
Bank within 60 days of the Directive (i.e., by May 26, 2008):

   * The Bank shall sell enough voting shares or obligations of
     the Bank so that the Bank will be "adequately
     capitalized," as defined under the Federal Deposit Insurance
     Act and the related FDIC regulations, after the sale; and/or

   * The Bank shall accept an offer to be acquired by a
     depository institution holding company or combine with
     another insured depository institution; and

   * In connection with any such acquisition transaction, FGC and
     FGCC shall divest themselves of the Bank.

Following receipt of the Directive, FGC and FIL, with the
assistance of the Company's investment banking firms, devoted
substantially all of their attention towards exploring the
possible sale, recapitalization or merger of FGC and/or FIL or the
sale of FIL's assets. FGC's investment bankers approached
approximately 70 parties since November 2007, and 35 of those
parties showed interest and requested confidentiality agreements.
As a result and after a number of those parties under
confidentiality agreements conducted due diligence, the
solicitation and marketing process resulted in only two written
bids, each for individual branch locations at significant
discounts.

On March 8, 2008, and in follow up to an earlier indication of
interest expressed during 2007 to acquire certain Bank assets,
CapitalSource submitted an offer. The CapitalSource offer was the
only serious offer received by FGC since new management arrived at
FGC in November 2007. FGC and the Purchaser negotiated the P&A
Agreement with the encouragement of the Regulatory Authorities.

While FGC believes that the Regulatory Authorities will continue
to support the CapitalSource transaction and, in doing so,
expedite their review and approval of the required applications
associated with the CapitalSource transaction beyond the May 26,
2008 deadline set forth in the Directive because the P&A Agreement
was executed well before such date, if for some reason the
requisite regulatory approvals are not received, or if FGC were
for some other reason unable to complete the CapitalSource
transaction, the Regulatory Authorities would, in all likelihood,
place FIL into receivership and FGC would lose all control over
FIL. Under such circumstances, deposits at FIL would continue to
be insured to the fullest extent permitted by law.

In large part due to the restrictions placed on FIL by the Orders
and the Directive, which prohibit any dividends being made by FIL
to FGC, FGC has limited liquidity remaining. For the reasons
referenced above concerning the Company's prior efforts to raise
capital and to market FGC and/or FIL, FGC's board of directors and
new management do not believe that there exists any meaningful
opportunity for FGC to obtain capital through some form of equity
or debt offering.

FGC's liquidity concern discussed herein does not take into
consideration FGC's obligations under the 2009 Series B Senior
Notes as to which an aggregate of $165.8 million was outstanding
at March 31, 2008, and the semi-annual interest payment which was
not paid as required by its terms on March 17, 2008. The majority
holder of such Senior Notes has currently agreed to forbear from
acceleration of the obligations owed under such Senior Notes while
FGC seeks to negotiate a restructuring of the Senior Notes
obligations, which mature in March 2009. No assurance can be made
that such Senior Note holder will continue to forbear from
pursuing its rights under the Senior Notes and the related
indenture, or that FGC will enter into such an agreement with the
majority holder of the Senior Notes or that, even if FGC does,
such an agreement will provide any meaningful benefits to the
FGC's shareholders. FGC has also exercised its right to defer
interest payments due on its Junior Subordinated Debentures, as to
which an aggregate $103.1 million was outstanding at March 31,
2008.

FGC and FIL have individually and, in certain instances, jointly,
been named as defendants in a number of lawsuits which seek
significant monetary damages, penalties and other injunctive
relief. While management believes that the more significant
lawsuits are without merit and intends to vigorously defend them,
the outcome of litigation is always uncertain. In addition, as
described below, FIL is subject to potential obligations to
repurchase a significant amount of residential mortgage loans
previously sold for alleged violations of representations and
warranties made in connection with such loan sales and
securitizations.

While based on internal investigations, management does not agree
with the underlying basis for a substantial number of such
repurchase claim requests, no assurance can be given as to the
ultimate outcome of these contingent claims or whether amounts
that FIL has previously reserved are sufficient to satisfy all
existing and potential future claims. For these reasons, FGC can
give no assurance that the amount of cash that will be available
following the Servicing Asset Sale and the CapitalSource
transaction will be sufficient to satisfy all of the claims and
contingent obligations which FIL has outstanding. Further, even
assuming that all of the claims and obligations of FIL can be
settled, there can be no assurance that there will be any monies
available to FGC's shareholders, given that the claims of the
holders of the Senior Notes and of the Junior Subordinated
Debentures, as well as any other creditors of FGC, must be
satisfied in full before FGC's shareholders are entitled to
receive anything.

                      About Fremont General

Headquartered in Brea, California, Fremont General Corporation
(NYSE: FMT) -- http://www.fremontgeneral.com/-- is a financial        
services holding company  which is engaged in deposit gathering
through a retail branch network in Central and Southern California
and residential real estate mortgage servicing through its wholly
owned subsidiary Fremont Investment & Loan.  Fremont Investment
funds its operations primarily through deposit accounts sourced
through its 22 retail banking branches which are insured up to the
maximum legal limit by the Federal Deposit Insurance Corporation.  
It had $8.8 billion in total assets at Sept. 30, 2007.

The Retail banking Division of Fremont Investment & Loan continues
to offer a variety of savings and money market products as well as
certificates of deposits across its 22 branch network. Customer
deposits remain fully insured by the FDIC up to at least $100,000
and retirement accounts remain insured separately up to an
additional $250,000.

                         *     *     *

As reported in the Troubled Company Reporter on April 21, 2008,
Fitch Ratings downgraded Fremont General Corporation ratings
and removed the negative rating outlook as: (i) long-term issuer
default rating to 'D' from 'CC'; and (ii) individual rating to 'F'
from 'E'.


FRONTIER AIRLINES: Creditors Panel Taps Wilmer Cutler as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Frontier Airlines
Holdings Inc. and its subsidiaries seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Wilmer Cutler Pickering Hale and Dorr LLP as its counsel, nunc pro
tunc to April 24, 2008.

The Committee selected WilmerHale based on, among other things,
the firm's considerable national experience and knowledge in the
field of creditors' rights and business reorganizations under
Chapter 11, and in other related areas of law, including, but not
limited to, aviation and aircraft finance, corporate, banking and
litigation matters, R. Douglas Greco, vice president of Committee  
chair Airbus Americas Holding, Inc., states.

As the Committee's counsel, WilmerHale is expected to:

   (a) advise the Committee with respect to its rights, duties
       and powers in the Debtors' Chapter 11 cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors;

   (c) assist the Committee in analyzing the Debtors' capital
       structure, the claims of the Debtors' creditors, and in
       negotiating with holders of claims and equity interests;

   (d) investigate the acts, conduct, assets, liabilities and
       financial condition of the Debtors and of the operation of
       the Debtors' businesses;

   (e) analyze, and negotiate with, the Debtors or any third
       party concerning matters related to, among other things,
       (i) the assumption or rejection of certain leases of non-
       residential real property and executory contracts, asset
       dispositions, financing of other transactions, and (ii)
       the terms of one or more plans of reorganization for the
       Debtors and accompanying disclosure statements and related
       Plan of Reorganization documents;

   (f) assist and advise the Committee as to its communications
       to the general creditor body regarding significant matters
       in the Debtors' Chapter 11 cases;

   (g) participate in all hearings and other proceedings;

   (h) review and analyze all motions, applications, orders,
       statements of operations and schedules filed with the
       Court;

   (i) assist and advise the Committee with respect to any
       legislative or governmental activities;

   (j) prepare pleadings and applications as may be necessary to
       uphold the Committee's interests and objectives;

   (k) investigate and analyze any claims against the Debtors'
       non-debtor affiliates;

   (l) prepare, on behalf of the Committee, any pleadings,
       including without limitation, motions, memoranda,
       complaints, adversary complaints, objections or comments;
       and

   (m) perform other legal services as may be required or are
       otherwise deemed to be in the interests of the Committee
       in accordance with the Committee's powers and duties.

The professionals in WilmerHale will be paid according to their
customary hourly rates of:

     Professional        Hourly Rate
     ------------        -----------
     Partners            $550 - $765
     Counsel             $515 - $595
     Associates          $345 - $515
     Paralegals          $210 - $250

Andrew N. Goldman, Esq., a partner at WilmerHale, asserts that
the firm does not represent any interest adverse to the Debtors,
their estates or creditors.  WilmerHale is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, Mr. Goldman assures the Court.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation for
passengers and freight.  They operate jet service carriers linking
their Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.  As of May 18, 2007 they operated 59 jets, including 49
Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-11297
thru 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk & Wardwell
represent the Debtors in their restructuring efforts. Togul, Segal
& Segal LLP is Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.  At Dec. 31, 2007, Frontier
Airlines Holdings Inc. and its subsidiaries' total assets was
$1,126,748,000 and total debts was $933,176,000.  (Frontier
Airlines Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


FRONTIER AIRLINES: Gets Court Nod to Hire Davis Polk as Counsel
---------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries obtained
authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ Davis Polk & Wardwell as their
counsel, nunc pro tunc to April 10, 2008.

DPW is expected to:

   (a) take necessary or appropriate actions to protect and
       preserve the Debtors' estates, including the prosecution of     
       actions on the Debtors' behalf, the defense of any actions
       commenced against the Debtors, the negotiation of
       disputes in which the Debtors are involved, and the
       preparation of objections to claims filed against the
       Debtors' estates;

   (b) prepare on behalf of the Debtors, as debtors-in-  
       possession, necessary or appropriate motions,     
       applications, answers, orders, reports and other
       papers in connection with the administration of the   
       Debtors' estates;

   (c) provide advice, representation, and preparation of
       necessary documentation and pleadings regarding debt  
       restructuring, statutory bankruptcy issues, postpetition  
       financing, securities laws, real estate, employee
       benefits, environmental, business and commercial  
       litigation, tax, aircraft financing and, as
       applicable, asset dispositions;
     
   (d) counsel the Debtors with regard to their rights and  
       obligations as debtors-in-possession, and their powers and
       duties in the continued management and operations of their
       businesses and properties;

   (e) take necessary or appropriate actions in connection
       with a plan or plans of reorganization and related
       disclosure statements and all related documents, and  
       further actions as may be required in connection with the  
       administration of the Debtors' estates; and

   (f) act as general bankruptcy counsel for the Debtors and   
       perform all other necessary or appropriate legal services  
       in connection with the Chapter 11 cases.

DPW will be paid based on it its hourly rates:

      Partners and counsel          $620 to $960
      Associates                    $305 to $675
      Paraprofessionals and staff   $100 to $355

During the 12-month period prior to the bankruptcy filing, DPW
received from the Debtors an aggregate of $955,304 for
professional services performed and expenses incurred.
As of the bankruptcy filing, DPW was not a creditor of the Debtors
because DPW waived any unpaid amounts -- believed to be zero --
for services it performed before the bankruptcy filing.  

Prior to the Chapter 11 filing, the Debtors had established a
retainer balance with DPW.  Subsequently, DPW issued a final pre-
filing invoice to the Debtors and drew down the amount due from
the retainer.  DPW held a retainer as of the bankruptcy filing
equal to $510,740.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, assured the
court that DPW is a "disinterested person" as defined in Section
101(14), as modified by Section 1107(b) of the Bankruptcy Code.
The firm neither holds nor represents any interests adverse to
the Debtors and their estates, Mr. Heubner said.

                  About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation for
passengers and freight.  They operate jet service carriers linking
their Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.  As of May 18, 2007 they operated 59 jets, including 49
Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-11297
thru 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk & Wardwell
represent the Debtors in their restructuring efforts. Togul, Segal
& Segal LLP is Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.  At Dec. 31, 2007, Frontier
Airlines Holdings Inc. and its subsidiaries' total assets was
$1,126,748,000 and total debts was $933,176,000.  (Frontier
Airlines Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


FRONTIER AIRLINES: Can Employ Togut Segal as Conflicts Counsel
--------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries obtained
authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ Togut Segal & Segal LLP as their
conflicts counsel, nunc pro tunc to April 10, 2008.

Togut Segal is expected to:

   (a) advise the Debtors regarding their powers and duties as    
       Debtors and debtors-in-possession in the continued
       management and operation of their businesses and
       properties;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;
   
   (c) take necessary action to protect and preserve the Debtors'
       estates and to represent the Debtors' interests in
       negotiations concerning litigation in which the Debtors
       are involved, including, but not limited to objections to
       claims files against the estates;

   (d) prepare on the Debtors' behalf, motions, applications,
       adversary proceedings, answers, orders, reports and papers  
       necessary to the administration of the estates;

   (e) advise the Debtors in connection with any potential sale  
       of the assets;

   (f) appear before the Court and to protect the interests of
       the Debtors' estates before the Court; and

   (g) perform other necessary legal services and provide other
       necessary advice to the Debtors in connection with the
       Chapter 11 cases.

The firm will perform the duties of counsel to the Debtors on all
matters where DPW cannot perform its services, making the the
firm's service complimentary rather than duplicative to DPW's
role as bankruptcy and reorganization counsel, says Mr. Christie.

The Debtors will pay Togut Segal based on the firm's hourly  
rates and will be reimbursed for its actual, necessary expenses.

The firm's hourly rates are:

   Partners                     $725 to $845
   Associates and Counsel         245 to 650
   Paralegals and Law Clerks      125 to 245

Alber Togut, Esq., a member of Togut Segal, assures the court
that his firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation for
passengers and freight.  They operate jet service carriers linking
their Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.  As of May 18, 2007 they operated 59 jets, including 49
Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-11297
thru 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk & Wardwell
represent the Debtors in their restructuring efforts. Togul, Segal
& Segal LLP is Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.  At Dec. 31, 2007, Frontier
Airlines Holdings Inc. and its subsidiaries' total assets was
$1,126,748,000 and total debts was $933,176,000.  (Frontier
Airlines Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


FURLONG SYNTHETIC: EOD Occurrence Prompts Moody's to Chip Ratings
-----------------------------------------------------------------
Moody's Investors Service has downgraded ratings of five classes
of notes issued by Furlong Synthetic ABS CDO 2006-1, Ltd., and
left on review for possible further downgrade the rating of two of
these classes.  The notes affected by rating action are:

Class Description: $335,000,000 Class A-S1VF Senior Secured
Floating Rate Notes Due October 2046

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

Class Description: $52,000,000 Class A1 Senior Secured Floating
Rate Notes Due October 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $50,000,000 Class A2 Senior Secured Floating
Rate Notes Due October 2046

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

Class Description: $21,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due October 2046

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

Class Description: $19,500,000 Class B Mezzanine Secured
Deferrable Interest Floating Rate Notes Due October 2046

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on April 11, 2008, of an event of default
that occurs when the Senior Credit Test is not satisfied, as
described in Section 5.1(h) of the Indenture dated June 28, 2006.

Furlong Synthetic ABS CDO 2006-1, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities.

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the event
of default.  Because of this uncertainty, the ratings assigned to
the Class A-S1VF Notes and Class A-1 Notes remains on review for
possible further action.


GATEHOUSE MEDIA: S&P Places 'B+' Corp. Credit Under Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for
GateHouse Media Operating Inc., including the 'B+' corporate
credit rating, on CreditWatch with negative implications.
     
"The CreditWatch placement reflects a deteriorating cushion in the
company's total leverage covenant in its revolving credit
facility," explained Standard & Poor's credit analyst Emile
Courtney.
     
GateHouse stated on its March 2008 earnings call that leverage (as
measured by the revolving credit agreement) was 6.3x, versus the
maximum total leverage covenant of 6.5x.  While GateHouse also
reported that same-store adjusted EBITDA improved by 1.4% in the
March 2008 quarter, the company borrowed $22 million on its
revolver to make an acquisition of a group of weekly publications
in Delaware, thereby leading to increased debt levels and a
thinning covenant cushion in the quarter.
     
In addition, while GateHouse expects to continue to increase pro
forma same-store adjusted EBITDA over the remainder of 2008, and
the company has exhibited operating performance over the past
several quarters that has outperformed its peers, S&P are
concerned about the covenant cushion level during this period of
economic uncertainty and heightened industry volatility.  
GateHouse announced that it expects to sell about $35 million
worth of noncore assets by the end of the September 2008 quarter,
proceeds from which would be partly used for debt repayment.
     
In resolving the CreditWatch listing, S&P will consider the near-
term operating environment, the likely benefit to the company from
synergies, and management's financial strategy for remaining in
compliance with its covenants.


GCI INC: S&P Cuts Issuer Level Rating on Sr. Unsecured Debt to B
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its issue level rating
on the senior unsecured debt of Anchorage, Alaska-based GCI Inc.
to 'B' from 'B+' and revised the recovery rating to '6' from '5',
indicating expectations for negligible (0% to 10%) recovery in the
event of payment default.

The recovery rating revision reflects the increase in secured debt
following the company's $145 million tack-on term loans, which
reduces recovery prospects for holders of GCI's senior unsecured
debt.  
     
At the same time, S&P affirmed the 'BB-' corporate credit rating
given that the resultant increase in operating lease adjusted
leverage to 4.5x from 3.8x at year-end 2007, was already
incorporated into our current rating.  The outlook is stable.  Pro
forma total debt is about $684 million.
     
The ratings on Anchorage, Alaska-based GCI Inc. reflect its
significant exposure to the highly competitive Alaskan telecom
market, lack of geographic diversity, uncertain growth prospects
for new investment projects, and high leverage.  Tempering factors
include GCI's well-positioned incumbent cable TV business and
limited competition from direct-to-home satellite services; its
network access business, which is bolstered by long-term contracts
despite moderate pricing pressure; and bundled service offerings,
which help improve customer retention.
     
GCI primarily offers telecom and cable TV services in Alaska.  
While the local telecom business has shown impressive growth,
including attaining a wireline penetration almost equal to the
incumbent telecom provider, Alaska Communications Systems Holdings
Inc. in a number of major Alaskan markets, GCI still faces highly
competitive conditions.
     
In contrast, GCI's cable and network access segments have more
favorable business characteristics.  The network access (long
distance and carrier services) segment accounts for approximately
35% of revenue and 50% to 60% of EBITDA.  This business has a
dominant share of the long distance market and has experienced
solid growth, although declining price trends and increased
competition may erode financial performance longer term.


GENTA INC: March 31 Balance Sheet Upside-Down by $4 Million
-----------------------------------------------------------
Genta Incorporated's balance sheet at March 31, 2008, showed total
assets of $25.1 million and total liabilities of $28.8 million
resulting in a total stockholders' deficit of $3.7 million.

The company reported a net loss of $9.7 million for the first
quarter ended March 31, 2008, compared with a net loss of
$5.6 million for the first quarter of 2007.

The larger net loss in 2008 is due to recognition of the tesetaxel
license payments of $2.5 million, the lower reduction in provision
for settlement of litigation of $1.3 million, and higher expenses
resulting from the AGENDA clinical trial.

"Genta has successfully diversified with three high-value
clinical-stage products in our portfolio," Dr. Raymond P. Warrell,
Jr., Genta's chairman and chief executive officer, noted.  "The
Phase 3 trial of Genasense in melanoma has now enrolled more than
25% of its target, we expect accrual completion this year, and
positive results should enable worldwide regulatory filings in
2009."

"During the quarter, FDA provided substantial guidance on the
development of each of our compounds.  With G4544, an internally
developed compound for skeletal diseases, we have the opportunity
to submit a NDA for a product via a streamlined 505(b)(2)
regulatory strategy," Mr. Warrell added.  "Our in-licensing of
worldwide rights to tesetaxel has provided us with a leading oral
taxane that addresses a very large and well-characterized market.
This portfolio includes unique compounds that offer significant
partnering opportunities to accelerate their development."

At March 31, 2008, Genta had cash, cash equivalents and marketable
securities totaling $4.1 million compared with $7.8 million at
Dec. 31, 2007.

In February 2008, the company issued 6.1 million shares of its
common stock at a price of $0.50 per share, raising approximately
$3.1 million, before estimated fees and expenses.  During the
first three months of 2008, cash used in operating activities was
$6.2 million compared with $9.8 million for the same period in
2007.  Lower cash used in operating activities was primarily due
to the timing of payments in the two respective periods.

In April 2008, the company reduced its workforce by approximately
30% in order to conserve cash.  Genta also disclosed that it would
seek a buyer for its sole marketed product, Ganite(R). In a recent
action, the company has also terminated its license to c-myb
antisense due to diminishing patent life.

                        Possible Bankruptcy

The company will maintain an appropriate level of spending over
the upcoming fiscal year, given the uncertainties inherent in its
business and its current liquidity position.  However, absent
additional funding, Genta will run out of funds in the second
quarter of 2008.  

If the company is unable to raise additional funds, it could be
required to reduce its spending plans, reduce its workforce,
license or sell assets or products it would otherwise seek to
commercialize on its own, or file for bankruptcy.

There can be no assurance that the company can obtain financing,
if at all, on acceptable terms.  Due to the company's inability to
demonstrate sustained compliance with the minimum stockholders'
equity requirement for continued listing on The NASDAQ Capital
Markets, the company's common stock was recently transferred to
the Over-the-Counter Bulletin Board maintained by FINRA fka the
NASD.

                         About Genta Inc.

Genta Incorporated (NasdaqGM: GNTA) --  http://www.genta.com --    
operates as a biopharmaceutical company with a diversified product
portfolio that is focused on delivering products for the treatment
of cancer patients.  Its research platform has two principal
programs: DNA/RNA-based Medicines and Small Molecules.  The
company's lead compound from its DNA/RNA Medicines program is
Genasense (oblimersen sodium) injection.  Genta Incorporated is
recruiting patients to the AGENDA Trial, a global Phase 3 trial of
Genasense in patients with advanced melanoma.

The company is marketing its Ganite (gallium nitrate injection),
the leading drug in its Small Molecule program, in the United
States for the treatment of symptomatic patients with cancer-
related hypercalcemia that is resistant to hydration. It also
developed G4544, an oral formulation of the active ingredient in
Ganite, which entered clinical trials as a potential treatment for
diseases associated with accelerated bone loss.  Genta
Incorporated sells Ganite and Genasense on a named-patient' basis
in countries outside the United States.  The company was founded
in 1988 and is based in Berkeley Heights, New Jersey.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on March 28, 2008,
Deloitte & Touche LLP raised substantial doubt about the ability
of Genta Incorporated to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditing firm  pointed to the company's
recurring losses from operations and negative cash flows from
operations.


GLACIER FUNDING: Moody's Downgrades Ratings on Six Note Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded ratings of six classes of
notes issued by Glacier Funding CDO IV Ltd., and left on review
for possible further downgrade the ratings of three of these
classes.  The notes affected by the rating action are:

Class Description: $296,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2045

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $40,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2045

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $23,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2045

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $14,000,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes Due 2045

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

Class Description: $12,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2045

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

Class Description: $4,000,000 Class E Mezzanine Secured Deferrable
Floating Rate Notes Due 2045

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on April 14, 2008, of an event of default
that occurs when the Class A/B Overcollateralization Test is not
satisfied, as described in Section 5.1(i) of the Indenture dated
April 12, 2006.

Glacier Funding CDO IV Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the event
of default.  Because of this uncertainty, the ratings assigned to
the Class A-1 Notes, Class A-2 Notes and Class B Notes remain on
review for possible further action.


G SQUARE: Moody's Junks Ratings on Two Note Classes
---------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by G
Square Finance 2006-1 Ltd.

Class Description: $28,250,000 Class B Senior Secured Floating
Rate Notes Due 2051

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

Additionally, Moody's downgraded these notes:

Class Description: $46,600,000 Class C-1 Floating Rate Deferrable
Notes Due 2018

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

Class Description: 17,000,000 Euros Class C-2 Fixed Rate
Deferrable Notes Due 2018

  -- Prior Rating: Baa3, 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.


HEREFORD STREET: Moody's Lowers Rating to Ba2 on $10.8MM Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Hereford Street ABS CDO I, Ltd.

Class Description: $96,000,000 Class A-2 Floating Rate Notes Due
2045

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

Class Description: $48,000,000 Class B Floating Rate Notes Due
2045

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

Class Description: $34,800,000 Class C Floating Rate Deferrable
Interest Notes Due 2045

  -- Prior Rating: A3
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $10,800,000 Class D Floating Rate Deferrable
Interest Notes due 2045

  -- Prior Rating: Baa2
  -- 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.


HG-COLL 2007-1: Moody's Junks Note Ratings on Three Classes
-----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
HG-COLL 2007-1 Ltd.:

Class Description: $830,000,000 Class A-1LA Floating Rate Notes
Due April 2052

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $95,000,000 Class A-1LB Floating Rate Notes Due
April 2052

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

Additionally, Moody's downgraded these notes:

Class Description: $37,000,000 Class A-2L Floating Rate Notes Due
April 2052

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

Class Description: $12,000,000 Class A-3L Floating Rate Notes Due
April 2052

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

Class Description: $14,000,000 Class B-1L Floating Rate Notes Due
April 2052

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

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


HILEX POLY: Obtains Interim Access to $140 Million DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on May 7, 2008, Hilex Poly Co. LLC  and its debtor-affiliates to
obtain, on interim basis, up to $140 million secured postpetition
financing from General Electric Capital Corp., as administrative
agent.  

The DIP facility will be used to repay the prepetition revolver
indebtness, make payments with respect to working capital and
other general corporate purposes, and pay fees and expenses owed
to postpetition agents and postpetition lenders.

The DIP Facility contemplates (i) a $90 million DIP Revolving Loan
Facility, subject to a borrowing base, and (ii) a $50 million DIP
Term Loan Facility.  The DIP Facility also includes a swingline
subfacility of up to $15 million.  Advances under the DIP
Revolving Loan Facility may be borrowed and reborrowed on and
after the date of the closing of the DIP Facility.  The Revolving
Loans will bear an interest, at the LIBOR Rate plus 3.5% with a
floor on the LIBOR Rate of 2.90%.  The Term Loans will bear
interest at the LIBOR Rate plus 8% with a floor on the LIBOR Rate
of 4%.

To secure their DIP obligations, the lenders will be granted a
second priority postpetition term liens on all of the DIP
Collateral.

                     Cash Collateral Approval

The Court also authorized, on an interim basis, the limited use of
GE Capital's cash collateral.

The Debtors' Prepetition Revolver Indebtness consists of
approximately $51 million, plus $1,950,000 in issued and
outstanding letters of credit, and $115.1 million, plus fees,
costs and charges under the Prepetition First Priority Documents.

The Debtors intend to use the cash collateral to meet their
liquidity needs.

As adequate protection, the GE Capital, as administrative agent,
has a security interest in and lien upon substantially all of each
of the Debtors' assets.

A full-text copy of the Debtors Senior Secured, Super-Priority DIP
Credit Agreement with GE Capital is available for free at:

  http://bankrupt.com/misc/Hilex_--_DIP_--_credit_agreement.pdf

                         About Hilex Poly

Headquartered in Hartsville, South Carolina, Hilex Poly Co. LLC --
http://www.hilexpoly.com/-- manufactures plastic bag and film  
products.  Focusing primarily on high density polyethylene (HDPE)
film products and related services, their products range from
bagging systems to agricultural films.  The company and its
debtor-affiliate, Hilex Poly Holding co. LLC,  filed for Chapter
11 protection on May 6, 2008 (Bankr. D. Del. Case Nos. 08-10890
and 08-10891).  Edmon L. Morton, Esq. and Kenneth J. Enos, Esq.,
at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware,
represent the Debtors.  The debtors listed assets and debts
between $100 million and $500 million.


HOME INTERIORS: Section 341 Meeting of Creditors Set June 6
-----------------------------------------------------------
William Neary, the United States Trustee for the Northern District
of Texas, will convene a meeting of creditors in the Chapter 11
case of Home Interiors & Gifts, Inc. and its debtor-affiliates on
June 6, 2008, at 10:00 a.m. in Dallas, Texas.

The meeting will be held at the Office of the United States
Trustee, 1100 Commerce Street, Room 976.

The U.S. Trustee can be reached at:

   William T. Neary
   Office of the United States Trustee
   1100 Commerce Street - Room 976
   Dallas, TX 75242-1496
   Tel: (214) 767-8967
   Fax: (214) 767-8971

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' case.  The Section
341(a) Meeting has been scheduled within the time required by
Rule 2003 of the Federal Rules of the Bankruptcy Procedure.

All creditors are invited, but not required, to attend.  The
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and    
distributes indoor and outdoor home decorative accessories.  The
company and six of its affiliates filed for Chapter 11 protection
on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-31961).  
Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq., Lynnette R.
Warman, Esq., and Michael P. Massad, Jr., Esq., at Hunton &
Williams, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee for Region 6 has not appointed any
creditors to serve on an Official Committee of Unsecured Creditors
to date.  When the Debtors file for protection against their
creditors, they listed assets and debts between $100 million and
$500 million.


HOME INTERIORS: Meridith Seeks Clarification of Setoff Rights
-------------------------------------------------------------
At the request of Home Interiors & Gifts, Inc., and its debtor-
affiliates, the U.S. Bankruptcy Court for the Northern District of
Texas extended the Debtors' deadline to file schedules of assets
and liabilities and statements of financial affairs until June 2,
2008.

The Debtors explained to the Court that their bankruptcy filing
has been precipitated by events which have not allowed them the
opportunity to compile the detailed information necessary for the
statements and schedules.  The original deadline for filing the
statements and schedules is May 14, 2008.

The Debtors believe an extension will not prejudice any party-in-
interest because it is expected that the Section 341 meeting of
creditors will occur after the extension.  The administration of
their Chapter 11 cases will not be delayed by permitting the
Debtors to have additional time to file the schedules and
statements.

The Debtors consulted with the Office of the United States
Trustee, who indicated that it is not opposed to the requested
extension.  The U.S. Trustee, however, required the Debtors to
file their statements and schedules by 5:00 p.m. (Dallas Time) on
June 2, 2008, and bring extra physical copies of the statements
and schedules to the Section 341 meeting.  The Debtors have agreed
to comply with this request.

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and    
distributes indoor and outdoor home decorative accessories.  The
company and six of its affiliates filed for Chapter 11 protection
on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-31961).  
Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq., Lynnette R.
Warman, Esq., and Michael P. Massad, Jr., Esq., at Hunton &
Williams, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee for Region 6 has not appointed any
creditors to serve on an Official Committee of Unsecured Creditors
to date.  When the Debtors file for protection against their
creditors, they listed assets and debts between $100 million and
$500 million.


IAC/INTERACTIVECORP: Says Liberty's Appeal Won't Delay Spin Offs
----------------------------------------------------------------
IAC/InterActiveCorp said that it is certain that the Delaware
Supreme Court's decision to allow the company to spin off
businesses will not be changed by an appeal filed by the firm's
largest shareholder, The Wall Street Journal reports.

Various reports say that Liberty Media Corp. filed a notice of
appeal with the Court to stop IAC from continuing its plan to
breakup its businesses into new companies.

IAC doesn't expect Liberty's filing to delay the plan, the WSJ
report says.  IAC plans to complete the spinoffs as soon as
August.

The businesses IAC is preparing to spin off are Ticketmaster,
LendingTree, HSN home-shopping network and Interval International,
a time-share exchange, WSJ notes.

WSJ indicates that Liberty's court filing comes as the two
companies have been in negotiations on a way to get Liberty to
agree to the restructuring.  Liberty's bargaining leverage appears
to have been weakened by the court decision, WSJ states.

WSJ, citing IAC Chairman Barry Diller, says that one scenario
previously seen as a possible solution -- Liberty's exchange of
its stake in IAC for an IAC asset -- appeared highly unlikely.

                            About IAC

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

                          *     *     *

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


INDEPENDENCE IV: Moody's Cuts Ratings on Credit Deterioration
-------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Independence IV CDO, Ltd.

Class Description: U.S. $120MM Class A-1 (Series I) First Priority
Senior Secured Floating Rate Notes Due 2038

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

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

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

Class Description: $40MM Class A-2 Second Priority Senior Secured
Floating Rate Notes Due 2038

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

Class Description: $38MM Class A-3 Third Priority Senior Secured
Floating Rate Notes Due 2038

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

Class Description: $40MM Class B Fourth Priority Senior Secured
Floating Rate Notes Due 2038

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $26MM Class C Mezzanine Secured Floating Rate
Notes Due 2038

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

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


INTERNATIONAL BANCORP: Fitch Holds and Withdraws All Ratings
------------------------------------------------------------
Fitch Ratings affirmed the long-term Issuer Default Rating of
International Bancorp of Miami, Inc. and its subsidiary, The
International Bank of Miami, N.A. at 'BB+' and simultaneously
withdraws all ratings of IBOM and its subsidiaries.  Fitch will no
longer provide ratings on either.

The rating action reflects the company's strong capital ratios
that should provide a cushion to weather the credit cycle
downturn.  Rating constraints are the company's geographic
concentration, which is mainly in southern Florida.  The Florida
real estate market is experiencing severe stress, which could add
additional pressures to its financial flexibility.  Although
commercial real estate comprises about 41% of total loans, Fitch
notes that the company's CRE portfolio is backed mostly by
nonresidential properties such as retail, office and warehouse
space.

Fitch recognizes that the company has been in a transition over
the past two years as TIBOM shifted its focus to a more domestic
franchise.  In the past, the company had relied on international
business lines to support its revenue stream.  Since the change in
strategy, TIBOM has been challenged to maintain its operating
performance at previous levels.  The company's profitability
measures have remained low.

Fitch affirmed and withdraws these ratings:

International Bancorp of Miami, Inc.

  -- Long-term IDR at 'BB+';
  -- Individual at 'C';
  -- Short-term IDR at 'B';
  -- Support at '5'.

The International Bank of Miami, N.A.

  -- Long-term IDR at 'BB+';
  -- Long-term deposit at 'BBB-';
  -- Short-term IDR at 'B';
  -- Short-term deposit obligations at 'F3';
  -- Individual at 'C';
  -- Support at '5'.


INTERSTATE BAKERIES: Closes Amended $249.7 Million DIP Facility
---------------------------------------------------------------
Interstate Bakeries Corporation and eight of its debtor affiliates
closed on May 9, 2008, an amended and restated Debtor-in-
Possession revolving credit agreement to replace the company's
former DIP credit agreement which will expire on June 2, 2008.  
Under the terms of the amended and restated DIP credit agreement,
the maturity date has been extended to Sept. 30, 2008, and the
amount available for borrowing under the agreement has been
increased from $200 million to $249.7 million subject to the terms
of the agreement.

The company received Court approval on April 29, 2008, to enter
into the amended and restated DIP credit agreement with certain of
the company's existing lenders under its current DIP credit
facility, other new lenders and JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent for the lenders.

"We are very appreciative of the support our lenders have
continued to demonstrate," Chief Executive Officer Craig Jung
said.  "With our new DIP facility in place IBC now has sufficient
time and liquidity to support normal business operations while we
continue discussions with multiple parties to achieve a
confirmable, stand-alone plan of reorganization, and at the same
time, continue to conduct a parallel process to sell the Company's
business and assets."

IBC adopted this dual path process to ensure that it meets its
obligation to protect and maximize constituent value in the event
a confirmable, stand-alone plan of reorganization cannot be
realized.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or            
215/945-7000).


INTERPHARM HOLDINGS: Sells Assets to Amneal Pharma for $61.6 Mil.
-----------------------------------------------------------------
Interpharm Holdings, Inc., and Amneal Pharmaceuticals of New York,
LLC, entered into an Asset Purchase Agreement in which Amneal will
acquire substantially all of Interpharm's assets for
$61.6 million.

A separate contract of sale was entered into by Interpharm and
Kashiv, LLC, relating to the sale of the real property located at
50 Horseblock Road, Yaphank, New York.

Taken together, the Asset Purchase Agreement and Real Estate
Contract provide for the sale of substantially all of the assets
of the company for a purchase price of $68.5 million in cash as
well as certain adjustments and prorations under the Real Estate
Contract.  Approximately $3.5 million of the purchase price paid
at closing will be placed in escrow with a bank for the purposes
of securing the indemnification obligations of the company and
Interpharm Inc. under the Asset Purchase Agreement.

                    Loan and Security Agreement

In connection with the Asset Purchase Agreement, on April 24, 2008
Amneal and Interpharm Inc. entered into a Loan and Security
Agreement providing for Amneal to make an initial loan to
Interpharm Inc. of $500,000 and up to four additional loans of
$250,000 each on the last business day of each of the four weeks
after the initial loan is made.  Interest on the outstanding
principal of the loans made pursuant to the Loan Agreement accrues
at the rate of 6% per annum.  The initial loan and all subsequent
loans shall be repayable 90 days after the termination of the
Asset Purchase; provided, however, that in the event of a closing
under the Asset Purchase Agreement all outstanding loans shall be
(i) deemed discharged and satisfied in full and (ii) credited
against the purchase price due under the Asset Purchase Agreement.

The loans to be made under the Loan Agreement are secured by a
security interest granted by Interpharm Inc. to Amneal in certain
assets of Interpharm Inc.  On April 24, 2008, Amneal entered into
an Intercreditor Agreement with Wells Fargo Bank, National
Association with respect to certain matters, including the
indebtedness of Interpharm Inc. in respect of the loans and the
security interest therefor.

The stockholders of the company who are parties to the Asset
Purchase Agreement include the holders of a majority of the issued
and outstanding shares of the Common Stock, par value $0.01 per
share, of the company and a majority of the shares of the Series
A-1 Preferred Stock, par value $.01 per share of the company and
all of the shares of Series D-1 Preferred Stock, par value $.01
per share.  Such stockholders executed the Asset Purchase
Agreement only with respect to certain sections of the agreement.

The majority stockholders also have given their written consent to
the adoption of the Asset Purchase Agreement, the Real Estate
Contract and the transactions.

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

                    About Interpharm Holdings

Based in Hauppauge, New York, Interpharm Holdings Inc. (AMEX: IPA)
-- http://www.interpharminc.com/ -- currently develops,   
manufactures and distributes generic prescription strength and
over-the-counter pharmaceutical products.

Interpharm Holdings Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $64.3 million in total assets, $53.1 million in total
liabilities, and $16.5 million in redeemable convertible preferred
stock, resulting in a $5.3 million total stockholders' deficit.

                      Forbearance Agreement

On Feb. 5, 2008, the company and Wells Fargo Business Credit
entered into a Forbearance Agreement whereby Wells Fargo agreed
to, among other things: (i) forbear from exercising its remedies
arising from the company's default under its Credit Agreement  
until June 30, 2008, provided no further default occurs; (ii)
provide a moratorium on certain principal payment; (iii) and
advance the company up to $3,000,000 under a newly granted real
estate line of credit mortgage on the company's real estate, which
amounts will be due on June 30, 2008.  The total amount
outstanding with Wells Fargo at Dec. 31, 2007, was $30,590,000.


JOHN CARD: Files for Chapter 7 Liquidation in North Carolina
------------------------------------------------------------
John S. Card Residential Builders Inc. filed for Chapter 7
liquidation with the U.S. Bankruptcy Court for the Middle District
of North Carolina, The Business Journal of the Greater Triad Area
reported.

According to court filings, the Debtor listed around $650,000
worth of real estate, and total liabilities of $634,368.  Court
filings show that unsecured creditors will not be paid, the
Journal noted.

The Debtor is a home builder based in Lewisville, North Carolina.


KINGSWAY FINANCIAL: Posts $34MM Net Loss in Quarter ended March 31
------------------------------------------------------------------
Kingsway Financial Services Inc. reported net loss for the first
quarter ended March 31, 2008, of $34.4 million, a 276% decrease
compared to net income of $19.6 million in the first quarter of
last year.
    
The net loss was 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 we
are working expeditiously to deal with problem areas and return to
profitability soon as possible," Shaun Jackson, president and
chief executive officer, said.  "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," added
Mr. Jackson.  "The results were also negatively impacted by
exceptionally bad winter weather in certain of our operating
regions."
    
"We continue to eliminate and reprice business at Lincoln and this
has led to a change in its mix of business, in particular moving
us away from the highly competitive commercial lines in the U.S.
These reductions are being offset by increased premium levels from
non-standard automobile through our Mendota subsidiary acquired in
April 2007."

"I have been working closely with our executive team and Board to
address performance issues that are affecting our results,"     
Mr. Jackson continued.  "We continue to be well capitalized and
have preserved a strong securities portfolio which has weathered
the recent market volatility relatively well.  Over the next few
quarters we will be carefully reviewing those aspects of our
operations that are not performing satisfactorily and will take
decisive actions where required to improve profitability."
    
"The property and casualty insurance markets in Canada and the
U.S. remain highly competitive, with the industry experiencing
continued soft pricing, and slow premium growth, while having
increased levels of capital and surplus," Mr. Jackson added.  "We
expect that industry combined ratios will continue to deteriorate
throughout 2008 which, coupled with weak equity markets and
potential impairments of assets, we believe will lead to firmer
pricing in many of the markets before the end of 2008.
    
                        Breach of Covenant
    
Bank indebtedness decreased from $172.4 million at Dec. 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.
    
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 the loss before income taxes the interest coverage
ratio was negative 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 under
review, the borrowing costs on this facility will increase
as a result of the covenant breach.

                 Liquidity and Capital Resources

During the three months ended March 31, 2008, the cash used in
operating activities was $64.2 million as a result of higher than
expected claims payments.  The company believes that the cash
generated from the operating activities will be sufficient to meet
its ongoing cash requirements, including interest payment
obligations and dividend payments.
    
During the three months ended March 31, 2008, the company
repurchased 368,200 common shares under the normal course issuer
bid for a total purchase price of $4.4 million at an average price
of $11.87 or C$11.93.
    
As at March 31, 2008, the company's subsidiaries were adequately
capitalized to support their premium volume.

At March 31, 2008, the company's balance sheet showed total assets
of $4.5 billion, total liabilities of $3.6 billion and total
shareholders' equity of about $900,000.

                               Dividend

The board of directors has declared a quarterly dividend of
C$0.075 per common share, payable on June 30, 2008 to shareholders
of record on June 16, 2008.

                   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.


KINGSWAY FINANCIAL: S&P Chips Unsecured Debt Rating to BB from BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit and senior unsecured debt ratings on Toronto-
based specialty insurance provider Kingsway Financial Services
Inc. to 'BB' from 'BB+'.  S&P also lowered the debt ratings on
Kingsway's subsidiaries to 'BB' from 'BB+'.  The outlook is
negative.
     
"The downgrade follows Kingsway's first-quarter 2008 earnings
announcement, which included disclosure that its lead U.S.
operating company, Lincoln General Insurance Co. (unrated), had
incurred further unfavorable reserve adjustments beyond our
expectations," said Standard & Poor's credit analyst Foster Cheng.  
Specifically, Kingsway posted an additional US$52.8 million (all
reserve adjustments quoted on a pretax basis) in adjustments for
Lincoln General, making this the sixth consecutive quarter in
which it needed to increase reserves for this subsidiary.
     
The cumulative amount of reserve increases for Lincoln General has
been US$337.1 million during the past nine quarters
(US$76.1 million in 2006, US$208.2 million in 2007, and
US$52.8 million in first-quarter 2008).  All of these adjustments
can be attributed to under-reserving and deterioration in Lincoln
General's trucking and general liability lines of business.  The
total cost of these net reserve adjustments equals about two
years' of earnings for Kingsway.  Lincoln General is the largest
U.S. operating insurance company within Kingsway and represents
just under half of the group's gross written premiums and about a
quarter of the total assets.  However, partially offsetting these
developments were US$14.3 million and US$37.6 million in reserve
releases that were recognized elsewhere within the Kingsway group
during 2006 and 2007.  
     
On a positive note, Kingsway has demonstrated the capacity to
absorb these reserve adjustments for the most part without dipping
into its consolidated capital (until this quarter) and has
continued to maintain solid capital ratios.  However, the ongoing
reserve adjustments at Lincoln General and the lack of definitive
proof that these issues have been resolved cause us to question
the quality of governance, senior management oversight, and
enterprise risk management within its operations.  In S&P's
July 23, 2007, annual review of Kingsway, it concluded ERM
practices were weak relative to those of its insurance peers; this
opinion has not changed.
     
The negative outlook reflects the uncertainty surrounding the
ongoing strength of the company's insurance franchise and
management infrastructure, given all of the negative news that has
surfaced in the group.  Moreover, it also reflects the reduction
in financial flexibility, considering the reserve overhang that
continues to persist around Lincoln General and the resulting
unfavorable operating earnings.  If Kingsway were to experience
material deterioration within its insurance franchise, or if
future reserve adjustments exceeded S&P's expectations, it could
lower the ratings by another notch.

However, if Kingsway is able to demonstrate stability around its
underlying franchise position, reserves, and underwriting
performance, S&P could revise the outlook to stable within the
next six to 18 months.  To improve the ratings, Kingsway will need
to improve its management oversight, ERM, and financial
performance metrics, specifically its fixed-charge coverage ratio
(currently negative 3.9x) and consolidated combined ratio
(currently 115.6%).  By the end of this year, Standard & Poor's
expects Kingsway to maintain a leverage ratio of less than 40%, a
fixed charge coverage ratio of 3x or better, and a hybrid-to-total
capital ratio of less than 15%.  Double leverage should be
maintained at less than 125%.


KINGSWAY LINKED: S&P Cuts Rating on LROC Preferred Units to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the LROC
preferred units of Kingsway Linked Return of Capital Trust.  The
lowering of these ratings mirrors the lowering of the Kingsway ROC
GP's senior unsecured 10-year note to which the issue of LROC
preferred units is linked.

Ratings Lowered
Kingsway Linked Return of Capital Trust

                                Rating
                                ------
Class                    To               From
                         --               ----
LROC preferred units
Canada national scale    P-3              P-3(High)
Global scale             BB               BB+

(Related note: Kingsway ROC GP senior unsecured 10-year note)


KLIO II: Moody's Junks Rating on Two Notes Classes
--------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Klio II Funding, Ltd.

Class Description: $292,500,000 Class A-1 Floating Rate Notes Due
2039

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

Class Description: $70,000,000 Class A-2 Floating Rate Subordinate
Notes Due 2039

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

Class Description: $50,000,000 Class B Floating Rate Subordinate
Notes Due 2039

  -- Prior Rating: A3
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $50,000,000 Class C Floating Rate Junior
Subordinate Notes Due 2039

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

Class Description: 34,500 Preferred Shares, Par Value $0.01 Per
Share

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

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


KOPPERS HOLDINGS: Strong Performance Cues Moody's to Lift Rating
----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Koppers Holdings Inc. to Ba3 from B1 following two years of strong
performance since an initial public offering in February 2006.
Ratings were also upgraded on debt located at Koppers Inc, KHI's
wholly owned subsidiary as indicated in the debt list below.  The
outlook for KHI and Koppers remains stable.  The upgrade of KHI's
CFR reflects continued strong financial performance followings its
IPO in February 2006 that enabled the company to significantly
reduce debt and has resulted in much improved credit metrics that
drive the upgrade.

The IPO raised approximately $112 million in net proceeds at KII
Holdings Inc. and was used to purchase stock of its subsidiary
Koppers Inc. to enable the redemption, at a premium, of
$101.8 million aggregate principal amount of its 9.875% senior
secured notes due 2013.  KHI's ratings are further supported by
geographic diversity, strong market shares in certain business
segments, favorable cost positions, demonstrated stability in a
highly leveraged and acquisitive environment, and a dearth of
available substitutes for its products.

The ratings are constrained by the inherent historical cyclicality
of the company's commodity products and end markets, customer
concentrations, elevated environmental risks associated with
carbon-based chemical materials, and a considerable number of
items that could potentially consume cash in the future including:
antitrust investigations, product liability lawsuits, legal costs,
plant closure costs, and to a lesser degree underfunded defined
benefit pension plans.

The stable outlook reflects consistent operating performance,
strong market share, and Moody's expectation that Koppers'
businesses will remain strong for the remainder of 2008 and 2009.

In February 2006, Moody's upgraded the CFR to B1 from B2 following
the company's initial public offering and associated changes in
the capital structure.

Upgrades:

Issuer: Koppers Holdings Inc.

  -- Corporate Family Rating, Upgraded to Ba3 from B1
  -- Probability of Default Rating, Upgraded to Ba3 from B1
  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2 - 88%
     LGD5 from B3

Issuer: Koppers Inc.

  -- Senior Secured Regular Bond/Debenture, Upgraded to Ba3 -- 49%
     LGD 3 from B2

Koppers, Inc., headquartered in Pittsburgh, Pennsylvania, is a
global producer of carbon compounds and treated wood products used
in the aluminum, chemical, railroad, and steel industries.  
Revenues were approximately $1.3 billion for the year ending  Dec.
31, 2007.


LACERTA ABS: Moody's Cuts and Reviews Ratings on Three Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings of three classes of notes
issued by Lacerta ABS CDO 2006-1, Ltd.:

Class Description: $200,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $100,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $110,000,000 Class B Floating Rate Deferrable
Interest Secured Notes Due 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $80,000,000 Class C Floating Rate Deferrable
Interest Secured Notes Due 2046

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

Lacerta ABS CDO 2006-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.  
On February 7, 2008 the transaction experienced an event of
default caused by the Net Outstanding Portfolio Collateral Balance
plus the MVS Account Excess falling below the sum of the Remaining
Unfunded Notional Amount plus the Outstanding Swap Counterparty
Amount plus the Aggregate Outstanding Amount of the Class A Notes,
as described under Section 5.1(h) of the Indenture dated November
29, 2006.  That event of default is continuing.  Also, Moody's has
received notice from the Trustee that it has been directed by a
majority of the controlling class to declare the principal of and
accrued and unpaid interest on the Secured Notes to be immediately
due and payable.

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

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the ratings of Class A-1,
Class A-2, and Class B Notes issued by Lacerta ABS CDO 2006-1,
Ltd. are on review for possible further action.


LAKESIDE CDO: Moody's Lowers Class B Notes Rating to Ca from Ba1
----------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Lakeside CDO I, LTD.

Class Description: Class A-2 Second Priority Senior Secured
Floating Rate Notes

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

Additionally, Moody's downgraded these notes:

Class Description: Class B Third Priority Senior Secured Floating
Rate Notes

  -- Prior Rating: Ba1, 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.


LANCER FUNDING: Moody's Cuts $30MM Notes Rating to Caa3 from A2
---------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Lancer Funding, Ltd.

Class Description: $1,200,000,000 Class A1S1 Senior Floating Rate
Notes Due April 2046

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

Class Description: $150,000,000 Class A1S2 Senior Floating Rate
Notes Due April 2046

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

Class Description: $61,000,000 Class A1J Senior Floating Rate
Notes Due April 2046

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

Class Description: $33,500,000 Class A2 Senior Floating Rate Notes
Due April 2046

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

Class Description: $30,000,000 Class A3 Deferrable Floating Rate
Notes Due April 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $10,500,000 Class B Deferrable Floating Rate
Notes Due April 2046

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

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


LEINER HEALTH: Seeks Court Approval for Proposed DOJ Agreement
--------------------------------------------------------------
Leiner Health Products Inc. submitted to the U.S. Bankruptcy Court
in Delaware for approval a proposed agreement with the United
States Department of Justice to resolve the investigation
concerning the production, control and distribution of certain
over-the-counter drug products at the company's now defunct
facility in Fort Mill, South Carolina.  The agreement is subject
to approval and acceptance by the United States District Court in
Columbia, South Carolina.

This agreement would resolve the government's investigation of
allegations against Leiner, which were related to a Form 483
report the company received from the Food and Drug Administration
on March 16, 2007.  Both the investigation and the Form 483
pertained to activities that took place at the now closed Fort
Mill facility prior to the arrival of the current Quality Control
management team.

"Leiner took immediate action to correct this situation," Robert
K. Reynolds, CEO and President of Leiner, said.  "In addition to
the closure of the affected facility, we also restructured our
Quality Control systems, including top to bottom personnel changes
and implementation of strengthened compliance programs to ensure
that all products conform to Leiner's rigorous standards."

Under the terms of the agreement, Leiner Health Products, LLC, a
subsidiary of Leiner Health Products Inc., would enter a plea of
guilty to one count of mail fraud and would forfeit $10 million in
cash in lieu of a fine.  The agreement in no way implicates or
affects Leiner's ability to manufacture and distribute vitamin and
mineral products.

"We are pleased to put these issues behind us, and we are
committed to providing consumers with the best value and highest-
quality products available in the marketplace," Mr. Reynolds
continued.

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- manufacture and supply store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  The Debtors selected Garden City Group
Inc. as noticing, claims and balloting agent.  The U.S. Trustee
for Region 3 appointed creditors to serve on an Official Committee
of Unsecured Creditors in these cases.  As reported in the
Troubled Company Reporter on April 10, 2008, the Debtors'
schedules of assets and liabilities showed total assets of
$133,412,547 and total debts of $477,961,526.

                          *    *    *

As reported in the Troubled Company Reporter on April 14, 2008,
the Court authorized the Debtors to access, on an interim basis,
up to $54 million postpetition financing to allow the company to
continue operations until they are able to sell their business.


LIBERTY MEDIA: Wants to Stop IAC/InterActiveCorp's Spinoff Plans
----------------------------------------------------------------
Liberty Media Corp. filed a notice of appeal with the Delaware
Supreme Court to stop IAC/InterActiveCorp from continuing its plan
to break up its businesses into new companies, various reports
say.

As reported in the Troubled Company Reporter on March 31, 2008,
Vice Chancellor Stephen Lamb of the Delaware Chancery Court
ruled that IAC doesn't need to ask Liberty's consent before it
proceeds with its plan to spin-off IAC into five separate
companies.

TCR said that Judge Lamb permitted IAC to execute its plan based
on its proposed single-voting structure and allowed Liberty to
raise objections as the spin-off progresses.

The filing enables Liberty to dispute a ruling from a Delaware
judge who sided with IAC CEO Barry Diller on the breakup plans,
reports add.

According to The Wall Street Journal, Liberty opposes the plan
because it would dilute Liberty's voting interest in the new
companies.  Liberty's court filing, made shortly before a deadline
for appeals, didn't indicate on what grounds it would contest the
decision, several reports state.

WSJ, citing Liberty CEO Greg Maffei, indicates that the filing was
intended to keep Liberty's options open.  Mr. Maffei, according to
WSJ, relates that the purpose of the filing was to potentially
appeal if they go forward on a basis Liberty doesn't like.

WSJ relates that IAC is confident that the decision will not be
reversed and that it doesn't expect the filing to delay the spins.  
IAC plans to complete the spinoffs soon as August.

The businesses IAC is preparing to spin off are Ticketmaster,
LendingTree, HSN home-shopping network and Interval International,
a time-share exchange, WSJ notes.

                      About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                          *     *     *

As reported in the Troubled Company Reporter on March 14, 2008,
Standard & Poor's Ratings Services said that Liberty Media Corp.'s
(BB+/Negative/--) new share repurchase authorization of up to
$1 billion of Liberty Entertainment common stock and up to
$300 million of Liberty Capital common stock does not affect the
ratings on the company.  The $1.3 billion total authorization
replaces a prior $1 billion purchase authorization of Liberty
Capital common stock, but does not affect the existing Liberty
Interactive repurchase authorization, which has $780 million
remaining.


LONG HILL: Moody's Chips and Reviews Ratings on Three Note Classes
------------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Long Hill 2006-1 CDO, Ltd.

Class Description: $125,000,000 Class A-S2T Senior Secured
Floating Rate Notes Due 2045

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

Class Description: $40,000,000 Class Al Senior Secured Floating
Rate Notes Due 2045

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: U $140,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2045

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Moody's Investors Service announced that it has downgraded the
following notes issued by Long Hill 2006-1 CDO, Ltd.

Class Description: $28,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2045

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

Class Description: $25,000,000 Class B Senior Secured Deferrable
Interest Floating Rate Notes Due 2045

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

Class Description: $5,000,000 Class C Mezzanine Secured Deferrable
Interest Floating Rate Notes Due 2045

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

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


LONGPORT FUNDING: Moody's Cuts Ca Rating on Three Classes to C
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Longport
Funding III, Ltd.:

Class Description: $450,000,000 Class A1-VF Senior Secured
Floating Rate Notes Due 2051

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $63,750,000 Class A2A Senior Secured Floating
Rate Notes Due 2051

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

Class Description: $45,000,000 Class A2B Senior Secured Floating
Rate Notes Due 2051

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

Class Description: $97,500,000 Class B Senior Secured Floating
Rate Notes Due 2051

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

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


LONGPORT FUNDING: Moody's Reviews Ratings for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service has put the ratings on these notes
issued by Longport Funding Ltd. on review for possible further
downgrade:

Class Description: $153,000,000 Class A1-A Senior Secured Floating
Rate Notes Due 2035

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

Class Description: $153,000,000 Notional Amount Class A1 Senior
Secured Interest Only Notes Due 2035

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

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

Class Description: $35,600,000 Class A1-B Senior Secured Floating
Rate Notes Due 2035

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

Class Description: $55,000,000 Class A-3 Senior Secured Floating
Rate Notes Due 2038

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

Class Description: $14,000,000 Class B Senior Secured Floating
Rate Notes Due 2038

  -- Prior Rating: Aa2
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $,5,000,000 Class C Senior Secured Floating
Rate Notes Due 2038

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $3,000,000 Class D-1 Mezzanine Secured Floating
Rate Notes Due 2038

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

Class Description: $7,000,000 Class D-2 Mezzanine Secured Floating
Rate Notes Due 2038

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

Class Description: 14,000 Preference Shares

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


MAAX HOLDINGS: Extends Forbearance Period to June 12
----------------------------------------------------
MAAX Holdings Inc. and certain of its subsidiaries further amended
the Credit and Guaranty Agreement, dated as of Jan. 9, 2007, with
its senior secured lenders by entering into an amendment and
restatement of the forbearance agreement on
April 1, 2008, among the Lenders, the company and certain of the
company's subsidiaries.

Brookfield Bridge Lending Fund Inc., its collateral agent,
administrative agent and lender, and its swingline lender, HSBC
Bank Canada are the company's senior secured lenders.

Pursuant to the Amendment, Brookfield Bridge Lending Fund Inc. and
HSBC agreed to extend the forbearance period under the forbearance
agreement until June 12, 2008, and further agreed to increase by
$35.0 million the Canadian revolving commitments available to the
Company, for a total increase of $45.0 million of the Canadian
revolving commitments over the initial amount agreed to by the
parties at inception of the credit facility.

The Company also recently announced that it has developed and is
pursuing a sales process to market the entire Company in the
pursuit of its overall objective of reducing its debt and
improving its capital structure.  In parallel with that sales
process, the Company is also continuing its discussions with its
key stakeholders, and continues to operate in the normal course.

"We continue to face adverse market conditions, particularly in
the United States. In the meantime, our focus remains on improving
operating efficiencies, on-time delivery, new innovative product
development and introduction, as well as on restructuring our
balance sheet to improve liquidity and financial flexibility. This
focus will allow us to protect and improve our market position,
and take advantage of any growth opportunity that would result
from an eventual rebound in our market environment", stated Paul
Golden, President of the Company, and President and Chief
Executive Officer of MAAX Corporation.

            4th Quarter & Year Ended Feb. 29 Results

MAAX Holdings released last week its earnings for the fourth
quarter and fiscal year ended February 29, 2008.

The following presents a comparison of the Company's results
of operations for the quarterly and annual periods ended
February 29, 2008 against the results for the same periods ended
February 28, 2007.

Net sales for the fourth quarter ended February 29, 2008 decreased
10.8% to $76.9 million from net sales of $86.2 million for the
fourth quarter ended February 28, 2007. Net sales were mainly
impacted by the decline in the U.S. housing industry. Operating
losses decreased from $62.0 million for the quarter ended February
28, 2007 to $59.3 million for the quarter ended February 29, 2008
including a non cash impairment charge of
$49.7 million incurred on our goodwill and trademarks, compared to
a similar charge of $60.7 million during the fourth quarter of the
previous fiscal year ended February 28, 2007.

Net sales for the fiscal year ended February 29, 2008 decreased
11.8% to $375.5 million from net sales of $425.9 million for the
fiscal year ended February 28, 2007. Operating losses for the same
period increased $60.2 million, from a loss of $44.6 million for
the fiscal year ended February 28, 2007 to a loss of $104.8
million for the fiscal year ended February 29, 2008, including a
non cash impairment charge of $99.4 million incurred on our
goodwill and trademarks, compared to a similar charge of $60.7
million for the previous fiscal year ended February 28, 2007.

For the fiscal year ended February 29, 2008, the company posted a
net loss of $176.5 million, compared with $115.1 million in 2007.
Net loss of the fourth quarter was $73.3 million compared with
$77.1 million in the same period in 2007.

Free cash flow (cash flow related to operating activities minus
capital spending net of asset disposal) for the twelve months
ended February 29, 2008 was $(23.6) million. Total debt amounted
to $540.9 million as of February 29, 2008 compared to $479.8
million as of February 28, 2007, an increase of $61.1 million.

As of February 29, 2008, the company showed strained liquidity
with $79 million current assets available to pay $598.6 million
debts coming due with the next 12 months.  Total assets reached
$384.3 million while total liabilities is almost twice as much at
$622.8 million, resulting in a shareholders' deficit of $245.4
million.  A year ago, the company's shareholders' deficit was
$92.4 million.

                           About MAAX

Headquartered in Quebec, MAAX Corporation -- http://www.maax.com/
-- is a North American manufacturer of bathroom products, and spas
for the residential housing market. The Company is committed to
offering its customers an enjoyable experience: distinctive,
stylish and innovative products and the best customer service
practices in the industry. MAAX offerings are available through
plumbing wholesalers, bath, and spa specialty boutiques and home
improvement centers.

The corporation employs more than 2,000 people and currently
operates 16 manufacturing facilities and independent distribution
centers throughout North America and Europe. MAAX Corporation is a
subsidiary of Beauceland Corporation, itself a wholly owned
subsidiary of MAAX Holdings, Inc.

The Troubled Company Reporter reported on April 8, 2008, that
Moody's Investors Service withdrew all ratings on MAAX
Holdings, Inc. and MAAX Corporation for business reasons.

These ratings were withdrawn on MAAX Holdings, Inc.:

  -- Corporate Family Rating, Ca

  -- Probability of Default Rating, Ca

  -- Speculative Grade Liquidity Rating, SGL-4

  -- $152 million 11.57% senior unsecured discount notes due
     2012, C (LGD6, 93%)

This rating was withdrawn on MAAX Corporation:

  -- $150 million 9.75% senior subordinated notes due 2012, Ca
     (LGD5, 73%)


MAGNA ENTERTAINMENT: Obtains Waiver From Canadian Lender
--------------------------------------------------------
Magna Entertainment Corp. disclosed that at March 31, 2008, it had
a working capital deficiency of $218.0 million and $229.1 million
of debt scheduled to mature in the 12-month period ending March
31, 2009, including amounts owing under MEC's $40.0 million senior
secured revolving credit facility with a Canadian financial
institution, which is scheduled to mature on May 23, 2008.

During the three months ended March 31, 2008, the maturity date of
the $40.0 million MEC Credit Facility was extended from
March 31, 2008 to April 30, 2008.  The maturity date was further
extended to May 23, 2008 subsequent to quarter-end. Borrowings
under the MEC Credit Facility are available by way of U.S. dollar
loans and letters of credit, each bearing interest at the U.S.
base rate plus 5.0% or the London Interbank Offered Rate plus
6.0%.  Loans under the MEC Credit Facility are collateralized by a
first charge on the assets of Golden Gate Fields and a second
charge on the assets of Santa Anita Park, and are guaranteed by
certain of MEC's subsidiaries.  At March 31, 2008, MEC had
borrowed $34.9 million under the MEC Credit Facility and had
issued letters of credit totaling $3.4 million, such that $1.7
million was unused and available.  The weighted average interest
rate on the borrowings outstanding under the MEC Credit Facility
at March 31, 2008 was 8.7%.

At March 31, 2008, MEC was not in compliance with one of the
financial covenants of the MEC Credit Facility. A waiver was
obtained from the lender on April 30, 2008 for the financial
covenant breach at March 31, 2008.

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

                    About Magna Entertainment

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


MAKINO RESTAURANT: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Makino Restaurant Group, Inc.
        3965 S. Decatur Blvd. Ste 5
        Las Vegas, NV 89103

Bankruptcy Case No.: 08-14533

Type of Business: The Debtor owns and operates restaurants that
                  serve Pan-Asian food.

Chapter 11 Petition Date: May 5, 2008

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: David J. Winterton, Esq.
                  Email: david@davidwinterton.com
                  211 N. Buffalo Dr. Ste. A
                  Las Vegas, NV 89145
                  Tel: (702) 363-0317
                  http://www.davidwinterton.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Nevada Dept. of Taxation       $119,934
Revenue Division Capital
Complex
101 N. Carson St. Ste. 3
Carson City, NV 89701-3714

Blue Marine Seafood            $40,011
4988 Corona Ave.
Vernon, CA 90058

US Food Service                $21,929
1685 W. Cheyenne Ave.
North Las Vegas, NV 89032

IRS                            $20,981

SKD Construction               $20,000

International Marine Products  $16,642

JFC International              $11,007

Nishimuto Trading              $10,634

Makino Eastern                 $8,000

Maruhana USA                   $6,344

Sysco Food Services            $5,709

Lombardo Produce               $3,976


MARATHON REAL: Fitch Holds 'B' Rating on $26.7MM Class K Notes
--------------------------------------------------------------
Fitch has affirmed these floating-rate classes of Marathon Real
Estate CDO 2006-1, Ltd/LLC:

  -- $520,000,000 class A-1 at 'AAA';
  -- $50,000,000 class A-2 at 'AAA';
  -- $99,000,000 class B at 'AA';
  -- $51,500,000 class C at 'A+';
  -- $16,000,000 class D at 'A';
  -- $14,000,000 class E at 'A-';
  -- $23,500,000 class F at 'BBB+';
  -- $15,500,000 class G at 'BBB';
  -- $26,000,000 class H at 'BBB-';
  -- $56,300,000 class J at 'BB';
  -- $26,700,000 class K at 'B'.

Fitch's affirmation of the above classes is based on the
transaction staying within its covenanted limits and maintaining
adequate reinvestment cushion.

Deal Summary:
Marathon CRE CDO is a revolving commercial real estate cash flow
collateralized debt obligation, which closed on May 18, 2006.  It
was incorporated to issue $1,000,000,000 of floating-rate notes
and preferred shares.  As of the April 21, 2008 trustee report,
the CDO was substantially invested as: commercial mortgage whole
loans/A-notes (47.8%), B-notes (17.0%), mezzanine loans (11.8%),
commercial mortgage backed securities (CMBS) (10.8%), real estate
bank loans (3.0%), credit tenant lease loans (4.6%), asset-backed
securities (0.9%), CRE CDO (3.1%), preferred equity (0.3%), and
cash (0.7%).  The CDO is also permitted to invest in real estate
investment trust (REIT) debt and synthetic assets.

The portfolio is selected and monitored by Marathon Asset
Management, LLC.  The CDO has a five-year reinvestment period,
during which, if all reinvestment criteria are satisfied,
principal proceeds may be used to invest in substitute collateral.  
The reinvestment period ends May 18, 2011.

Asset Manager:
Marathon Asset Management LLC is a global alternative investment
and asset management company that manages $10.5 billion in capital
and $20 billion in assets.

Founded in January 1998, Marathon maintains its headquarters in
New York City and has offices in London and Hong Kong.  The
company formed its Real Estate Finance Group as an originator and
investor in commercial real estate debt in 2003 and has made more
than $3 billion in investments.  The REFG team consists of 17 real
estate professionals plus support staff.

Fitch finds Marathon to be an acceptable commercial real estate
loan CDO asset manager.  Marathon has engaged Wachovia Securities
as its master servicer, rated 'CMS2' by Fitch.  Marathon's asset
managers oversee Wachovia's loan administration.  Marathon manages
its sub-performing loan activities directly.  To date, Marathon
has had one real estate loan within the CDO that reached the
workout stage.  This loan was successfully resolved.

Performance Summary:
As of the April 21, 2008 trustee report, the overall poolwide
expected loss increased to 35.625% from 30.625% as of the
effective date (February 12, 2007).  The negative credit migration
of the portfolio is primarily attributed to the following two
factors: first, several loans have fallen behind in their business
plans resulting in higher expected losses for those loans.  
Secondly, a majority of the newly added loans consist of highly
levered hotel and health care properties.  Generally, these asset
types carry higher than average expected losses.

At the same time that the credit profile of the portfolio has
gotten riskier, the as-is weighted average spread has declined.  
As a result, the amount of reinvestment cushion has decreased to
6.175% from to 13.625% at the effective date.  The CDO's Fitch PEL
covenant varies depending on the trustee reported WAS.  Based on
the trustee reported WAS, the PEL covenant can range from 38.750%
to 51.050% (the WAS/PEL matrix).  As the current reported WAS is
2.40%, the PEL covenant has declined to 41.800% from 44.250% at
the effective date.

Of the loans that are behind in their business plans, one loan
(0.57%) is a Miami hotel that was originally planned to be
converted into a condominium.  The conversion plan has since been
abandoned and the property is expected to remain a hotel.  Another
loan (0.79%) is secured by a New Jersey office property with 38%
occupancy.  This property is behind in its lease-up plan.  A third
loan (3.66%) consists of a portfolio of four manufactured housing
properties that have experienced declining occupancy since loan
closing.  Fitch increased the expected losses on these three
loans.  In addition, one loan (0.74%) is currently 90 days
delinquent and was modeled with a 100% probability of default.

Since last review, approximately 50% of the collateral has paid
off with the proceeds reinvested resulting in a significantly
different portfolio composition.  Many of the loans that were
added include highly leveraged hotel and health care loans with a
Fitch weighted average stressed loan to value above 100%.  The
portfolio's concentration in hotel and health care properties
increased to 28.2% and 6.5% from 16.6% and 2.7%, respectively, as
of the effective date.  The overall Fitch stressed LTV has
increased to 121.7% from 97.5% at the effective date.

The rated collateral in this transaction (22.5%) consists of CMBS,
ABS, CRE CDOs, REBLs, and CTL loans.  Since last review, this
collateral has negatively migrated toward a 'B/B+' weighted
average rating from a 'BB-/B+' weighted average rating.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants, as of the April 21,
2008 trustee report.

Collateral Analysis:
Although the portfolio has migrated to a higher concentration of
whole loans since last review (47.8% from 34.5%), many of these
loans are secured by transitional and non-traditional property
types, such as hotel and health care properties.  Several
mezzanine loans have paid off since last review decreasing the
concentration of this asset type to 11.9% from 22.9%.  The deal
has maintained a 0.3% concentration of preferred equity positions.  
Uninvested proceeds comprise 0.7% of the collateral balance.

Per the April 21, 2008 trustee report and based on Fitch
categorizations, the CDO is within all property type covenants;
hotels have the highest concentration at 28.2%; this concentration
is near its covenant maximum of 30.0%.  A positive trend has been
reduced exposures to other non-traditional property types.
Investment in land loans has decreased to 0.0% from 8.9%, while
condominium conversion loans have declined to 2.6% from 11.1%.  
The CDO is also within all its geographic covenants with the
highest concentration in New York at 20.1%.

The Fitch Loan Diversity Index is 207, which represents a diverse
portfolio as compared to other CRE CDOs with the largest loan
comprising only 5.8% of the CDO and the top five assets only
representing 18.9% of the CDO.  The Fitch LDI covenant is 435.

Rating Definitions:
The ratings of the class A-1, A-2 and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class C, D, E, F, G, H, J and K notes address the
likelihood that investors will receive ultimate interest and
capitalized interest payments, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.

Ongoing Surveillance:
Upgrades during the reinvestment period are unlikely given the
pool could still migrate to the PEL covenant.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.


MAYFLOWER CDO: Moody's Lowers Ratings on Two Note Classes to Ca
---------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Mayflower CDO I Ltd.

Class Description: $609,000,000 Class A-1LA Investor Swap

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

Class Description: $20,000,000 Class X Notes Due September 2012

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

Class Description: $157,000,000 Class A-1LB Floating Rate Notes
Due June 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $75,000,000 Class A-2L Floating Rate Notes Due
June 2046

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

Class Description: $46,000,000 Class A-3L Floating Rate Notes Due
June 2046

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

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


MEDIACOM COMMS: March 31 Balance Sheet Upside-Down by $295 Million
------------------------------------------------------------------
Mediacom Communications Corp. reported Wednesday its financial
results for the three months ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$3.6 billion in total assets and $3.9 billion in total
liabilities, resulting in a $295.8 million total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $118.8 million in total current
assets available to pay $416.2 million in total current
liabilities.

                             Net Loss

The company reported a net loss of $30.6 million for the first
quarter ended March 31, 2008, compared with a net loss of
$16.9 million in the same period in 2007.

                             Revenues

Revenues rose 10.3% to $339.7 million, largely due to an increase
in video revenues, growth in high-speed data and phone customers
and a favorable comparison to the prior year period when results
were affected by a retransmission consent dispute with a major
television station group.  

Video revenues grew 6.0% from the first quarter of 2007, due to
price increases and customer growth in the company's digital and
other advanced video products and services, including DVRs and
HDTV, partially offset by a lower number of basic subscribers.

High-speed data revenues rose 17.3%, primarily due to a 14.7%
year-over-year increase in unit growth.  During the quarter, high-
speed data customers grew by 30,000, as compared to a gain of
22,000 in the prior year period, ending the quarter with 688,000
customers, or 24.3% penetration of estimated homes passed.

Phone revenues rose 69.3%, mainly due to a 65.9% year-over-year
increase in unit growth.  During the quarter, phone customers grew
by 19,000, as compared to a gain of 18,000 in the prior year
period, ending the quarter with 204,000 customers, or 8.0%
penetration of estimated marketable phone homes.  As of March 31,
2008, Mediacom Phone was marketed to nearly 90% of the company's
2.84 million estimated homes passed.

Advertising revenues decreased by 2.8%, largely as a result of an
overall reduction in national advertising, offset in part by an
increase in national and local political advertising.

                         Operating Costs

Total operating costs increased 6.7% to $213.9 million, primarily
due to increases in: (i) programming unit costs; (ii) expenses
related to corresponding growth in the company's phone customers;
and (iii) sales and marketing activities.  These higher costs were
offset in part by non-recurring expenses in the prior year period
relating to a retransmission consent dispute and a significant
reduction in delivery costs for the company's high-speed data
product.

                 Adjusted OIBDA/Operating Income

Adjusted OIBDA increased 17.1% to $125.8 million, resulting in a
margin of 37.0%, up from 34.9% in the prior year period.  
Operating income increased 23.5% to $64.6 million, due to the
increase in Adjusted OIBDA, offset in part by higher depreciation
and amortization.  

Adjusted OIBDA excludes non-cash, share-based compensation
charges.

                      Management's Comments

"While we expected that our financial and operating performance
this quarter would benefit from comparisons to an unusually weak
prior year period, we significantly surpassed expectations and
produced record results, giving us a great deal of momentum for
the balance of 2008," said Rocco B. Commisso, Mediacom's chairman
and chief executive officer.  "Our quarterly RGU additions were
the best ever, and we generated the highest year-over-year
Adjusted OIBDA growth in over five years.  Moreover, for the first
time since early 2005, we grew basic subscribers sequentially."

"Our results for the first quarter give us good reason to raise
our financial guidance for full year 2008.  While we plan to spend
more to satisfy strong customer demand for HDTV/DVR set-top boxes
and our growing commercial enterprise business, we still expect to
generate positive free cash flow for the year, due in part to a
dramatic reduction in the cost of debt capital.  Despite the
continuing turmoil in the credit markets, our financial position
remains solid, as we have meaningfully reduced our balance sheet
leverage, even after returning $82.0 million to shareholders
through our stock repurchase program over the past twelve months,"
concluded Mr. Commisso.

                 Liquidity and Capital Resources

Significant sources of cash for the three months ended March 31,
2008, were:

  -- Net cash flows from operating activities of $51.5 million;
     and

  -- Net borrowings of revolving bank loans of $15.3 million

Significant uses of cash for the three months ended March 31,
2008, were:

  -- Capital expenditures of approximately $64.0 million; and
  
  -- Repurchases of shares of Class A common stock totaling
     $12.9 million

Free cash flow was positive $7.2 million for the three months
ended March 31, 2008, as compared to negative $1.4 million in the
prior year period.

                        Financial Position

At March 31, 2008, the company had total debt outstanding of
$3.2 billion, an increase of $15.3 million from year-end 2007.  As
of the same date, the company had unused credit facilities of
$602.0 million.  As of May 7, 2008, 68.0% of the company's total
debt is at fixed interest rates or subject to interest rate
protection.

              Stock Repurchase Program and Activity

During the three months ended March 31, 2008, the company
repurchased approximately 2.8 million shares of its Class A Common
Stock for an aggregate cost of $12.9 million.  At March 31, 2008,
the company had approximately 96.5 million shares of Class A and
Class B common stock outstanding, and $7.1 million was available
under the company's stock repurchase program.  During April 2008,
the company repurchased an additional 1.5 million shares of Class
A common stock with substantially all of the remaining funds
available in its program.  On May 5, 2008, the company's Board of
Directors authorized a new $50.0 million stock repurchase program.

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?2bbc

                  About Mediacom Communications

Based in Middletown, New York, Mediacom Communications Corporation
(Nasdaq: MCCC) -- http://www.mediacomcc.com/-- is a cable   
television company focused on serving the smaller cities and towns
in the United States.  The company offers a wide array of
broadband products and services, including traditional video
services, digital television, video-on-demand, digital video
recorders, high-definition television, high-speed Internet access
and phone service.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2008,
Moody's Investors Service affirmed its 'B1' corporate family
rating for Mediacom Communications Corp..  The rating outlook
remains stable.


MERITAGE HOMES: Has No Plan to Issue Preferred Stock
----------------------------------------------------
Meritage Homes Corporation's board of directors has adopted a
policy regarding designation of preferred stock.  At the upcoming
annual meeting of Meritage's stockholders to be held on May 15,
2008, stockholders are being asked to approve Proposal No. 5, an
amendment to Meritage's Articles of Incorporation to provide for
the issuance of preferred stock as may be determined by the board
of directors in its discretion.  

In order to address concerns regarding the use of the preferred
stock, the Meritage board has adopted a policy requiring that,
unless approved by a vote of the stockholders, any designation of
preferred stock in connection with the adoption of a stockholder
rights plan include provisions effecting the termination of that
plan within one year.  The policy also requires that other uses of
preferred stock be limited to bona fide capital raising or
business acquisition transactions.

As disclosed in the proxy statement distributed in connection with
the upcoming annual meeting of stockholders, Meritage has no
current plans to issue preferred stock.  Rather, this proposal to
approve the creation of preferred stock is designed to provide
Meritage's board of directors with the flexibility to issue such
preferred stock, should they, at some time in the future,
determine that such measures are necessary or desirable.  

Stockholders and other investors are urged to read the proxy
statement, which contains important information that should be
read carefully before any decision is made with respect to all
proposals, including the proposal to approve the creation of the
preferred stock.

Headquartered in Scottsdale, Arizona, Meritage Homes Corporation
(NYSE: MTH) -- http://www.meritagehomes.com/-- is ranked by
Builder magazine as the 12th largest homebuilder in the U.S.,
ranked #580 on the 2007 Fortune 1000 list.  Meritage operates in
many of the historically dominant homebuilding markets of the
southern and western United States, including six of the top 10
single-family housing markets in the country for 2006.

Meritage Homes has reported three consecutive quarterly net losses
beginning June 30, 2007 until Dec. 31, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's lowered the ratings of Meritage Homes Corporation,
including its corporate family rating to B1 from Ba3, and its
senior unsecured notes rating to B1 from Ba3.  The ratings outlook
is negative.

  
MI DEVELOPMENTS: Gets Reorganization Proposal From Stronach Group
-----------------------------------------------------------------
MI Developments Inc. released last week its results for the three
months ended March 31, 2008, reporting a consolidated net income
of $6,597,000, compared with $23,283 in the same period in 2007.   

MID also disclosed that on March 31, 2008, the company received a
reorganization proposal on behalf of various shareholders of MID,
including entities affiliated with the Stronach Trust, MID's
controlling shareholder.  Institutional holders of MID Class A
Subordinate Voting Shares holding an aggregate of over 50% of the
outstanding MID Class A Subordinate Voting Shares have agreed to
support the proposed reorganization. In addition, holders of MID
Class B Shares (including the Stronach Group) representing an
aggregate of approximately 95% of the class have agreed to support
the proposal.

The stated objective of the reorganization is to:

   (a) effect a substantial cash distribution to MID shareholders
       and

   (b) create a focused real estate investment vehicle, which
       will distribute 80% of its available cash flow, in which
       the interests of all shareholders will be fully aligned.

Further details of the reorganization proposal are included in the
proposal term sheet, which is posted on MID's Web site at
http://www.midevelopments.com/

The principal components of the reorganization proposal include:

  * Holders of MID Class A Subordinate Voting Shares and MID
    Class B Shares would exchange their existing MID shares for
    $15.50 in cash and shares of a new public company.

  * New MID would be owned approximately 80% by the former public
    shareholders, 10% by the Stronach Group and 10% by Magna
    International Inc.

  * MID's multiple voting share structure would be eliminated,
    with all of New MID's common shares carrying one vote per
    share and being equal in all respects except for Board
    nomination rights.

  * The New MID Board of Directors would consist of nine members
    -- five nominated by the Stronach Group and Magna, and four
    nominated by the public shareholders. Major decisions would
    require approval by more than two-thirds of the New MID Board.

  * MID's controlling equity investment in Magna Entertainment
    Corp. would be sold to an entity to be identified by the
    Stronach Group for $25.0 million in cash.

  * MID would transfer to a new limited partnership all of the MID
    Lender's loans to MEC and its subsidiaries, $150.0 million in
    cash (subject to adjustment if the amount of the MID Lender's
    loans to MEC is more or less than $247.0 million) and certain
    of MID's development lands in Aurora, Ontario. The Stronach
    Group would control the limited partnership through a 51%
    ownership interest and as general partner would have
    exclusive control and authority over all activities of the
    limited partnership. Unless consented to by more than two-
    thirds of the New MID Board of Directors, the limited
    partnership would be wound up after five years. New MID's
    public shareholders would hold special shares that would
    provide them with a 49% interest in the limited partnership.
    The Stronach Group would invest an additional $25.0 million
    as part of the proposed reorganization.

  * New MID would be prohibited from entering into any future
    transactions with MEC or the limited partnership without the
    unanimous consent of New MID's Board of Directors.

  * New MID would alter its capital structure by significantly
    increasing its credit facilities to $1.1 billion. Magna would
    be asked to guarantee a $1.0 billion five-year term loan in
    exchange for a guarantee fee from New MID. Magna would pay an
    amount equal to the guarantee fee for its 10% interest in New
    MID. UBS Securities LLC and Bank of Montreal have provided a
    highly confident letter concerning the term loan.

  * New MID would distribute at least 80% of its available annual
    cash flow to its shareholders.

  * New MID and Magna would agree to negotiate a new leasing
    framework which is intended to be mutually beneficial without
    changing the current economics of MID's existing leases.

The proposed reorganization would be carried out by way of a
court-approved plan of arrangement under Ontario law, requiring at
least two-thirds of the votes cast by each class of MID's
shareholders in favour of the proposal at a special meeting of
shareholders to consider the proposal. In addition, the proposal
would be subject to applicable regulatory approvals, including
those contained in Multilateral Instrument 61-101. The proposal
contemplates MID calling by May 30, 2008 a special meeting to
consider the reorganization and closing the transaction no later
than July 30, 2008.

Institutional holders of MID Class A Subordinate Voting Shares
holding an aggregate of over 50% of the outstanding MID Class A
Subordinate Voting Shares have agreed to support the proposed
reorganization. In addition, holders of MID Class B Shares
(including the Stronach Group) representing an aggregate of
approximately 95% of the class have agreed to support the
proposal.

In addition, the proposed reorganization is conditional on, among
other things, Magna's participation in the proposed transaction
and the provision of the guarantee of the New MID term loan by
Magna, the closing of the New MID loan facilities, the
finalization of definitive documentation and dissent rights not
being exercised by holders of more than 10% of the MID Class A
Subordinate Voting Shares.

Magna has not made any commitment to participate in the
reorganization proposal. MID has advised Magna of the receipt of
the proposal and has requested that the Magna Board of Directors
review the proposal and advise MID following its review as to its
willingness to participate in the proposal. There can be no
assurance that Magna will agree to participate in the transaction
or the terms on which it might agree to participate.

The Board has not yet made any decisions or recommendations with
respect to the reorganization proposal and has constituted a
Special Committee of the Board to review and make recommendations
relating thereto. The proposal is subject to certain material
conditions, some of which are beyond MID's control, and there can
be no assurance that the transaction contemplated by the
reorganization proposal will be completed.  The unaudited interim
consolidated financial statements do not reflect any adjustments
that may be required should the reorganization proposal be
completed.

                            About MID

MID -- http://www.midevelopments.com/--  is a real estate  
operating company focusing primarily on the ownership, leasing,
management, acquisition and development of a predominantly
industrial rental portfolio for Magna and its subsidiaries in
North America and Europe.  MID also acquires land that it intends
to develop for mixed-use and residential projects.  MID holds a
controlling interest in MEC, North America's number one owner and
operator of horse racetracks, based on revenue, and one of the
world's leading suppliers, via simulcasting, of live horse racing
content to the growing inter-track, off-track and account wagering
markets.


MIDORI CDO: Credit Quality Deterioration Cues Moody's Ratings Cut
-----------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Midori CDO, Ltd.

Class Description: $122,500,000 Class A-1 Secured Funded Notes Due
2047

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $202,500,000 Class A-1 Secured Unfunded Notes
Due 2047

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $6,500,000 Class A-X Secured Notes Due 2047

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

Class Description: $81,500,000 Class A-2 Secured Floating Rate
Notes Due 2047

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

Additionally, Moody's downgraded these notes:

Class Description: $28,000,000 Class B Secured Floating Rate Notes
Due 2047

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

Class Description: $26,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2047

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

Class Description: $14,000,000 Class D Secured Floating Rate
Deferrable Notes Due 2047

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

Class Description: $5,500,000 Class E Secured Floating Rate
Deferrable Notes Due 2047

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

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


NEIGHBORHOOD OIL: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Neighborhood Oil Centers, Inc.
        dba Kwik Kar Lube & Tune on Dalrock Road
        6706 Dalrock Rd.
        Rowlett, TX 75089

Bankruptcy Case No.: 08-32104

Type of Business: The Debtor provides car and auto lube & oil
                  change services.

Chapter 11 Petition Date: May 5, 2008

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Mark I. Agee, Esq.
                  Email: dallasbankruptcylawyer@gmail.com
                  5401 N. Central Expressway, Ste. 220
                  Dallas, TX 75205
                  Tel: (214) 320-0079
                  Fax: (214) 320-2966

Total Assets:  $855,204

Total Debts: $2,110,647

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Business Loan Center           business loan; value  $944,258
One Independence Pointe Ste.   of security: $675,767
102
Greenville SC 29615

Loyd Judd                      wages                 $480,000
P.O. Box 8632
Greenville TX 75404

Carla S. Judd                  wages                 $304,167
P.O. Box 8632
Greenville TX 75404

Loyd & Carla Judd              investment            $139,000

Kwik Industries                second lien, personal $124,045
                               guarantee

Loyd & Carla Judd              business loan         $59,880

Pennzoil-Quaker State Co.      business debt         $5,062

Old Glory Insurance            insurance             $3,000

North American Insurance       insurance             $2,400

Nationwide Insurance           insurance             $613

SBC                            phone                 $353

Unifirst Holdings, LP          business debt         $186

Alldata, LLC                   subscription          $159

Dish Network                   cable                 $60

O'Reilly Auto Parts            business debt         $10

National Oil & Lube News       subscription          $0

Interstate Battery             inventory             $0

BI-LO Wholesale                inventory             $0


NEWCASTLE MORTGAGE: Moody's Chips Ratings to B1 on Two Classes
--------------------------------------------------------------
Rating actions for Newcastle Mortgage Securities Trust 2006-1
appeared incorrectly in the April 21st release.  The original
ratings on Cl. M-2, Cl. M-3, and Cl. M-4 have not changed and were
incorrectly listed as downgraded.  Incorrect ratings were
published for Cl. M-5 through M-9.  Revised release follows:

Moody's Investors Service has downgraded the ratings of 5 tranches
from 1 subprime RMBS transaction issued by Newcastle Mortgage
Securities Trust.  2 downgraded tranches remain on review for
possible further downgrade.  The collateral backing these
transactions consists primarily of first-lien, fixed and
adjustable-rate, subprime residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

Issuer: Newcastle Mortgage Securities Trust 2006-1

  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa3 from A3
  -- Cl. M-7, Downgraded to B1 from Baa1
  -- Cl. M-8, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade


NEXSTAR BROADCASTING: Q1 Balance Sheet Upside-Down by $104MM
------------------------------------------------------------
Nexstar Broadcasting Group Inc. reported Wednesday financial
results for the first quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$748.3 million in total assets and $852.3 million in total
liabilities, resulting in a $104.0 million total stockholders'
deficit.

The company reported a net loss of $15.3 million for the quarter
ended March 31, 2008, compared with a net loss of $9.0 million in
the same period in 2007.

Net revenue for the quarter ended March 31, 2008, grew 2.6% to
$63.7 million compared to $62.1 million in the first quarter of
2007.

Loss from operations was $61,000 for the three months ended
March 31, 2008, compared with income from operations of
$6.1 million in the quarter ended March 31, 2007.  During the
quarter ended March 31, 2008, the company recorded a one-time,
pre-tax, non-cash contract termination charge of $7.2 million
related to the company's change in national sales representation
firms at 24 of its television stations.  

Excluding the impact of the 2008 first quarter non-cash charge,
the company's income from operations totaled $7.1 million,
representing an increase of $1.0 million, or 16.4% over income
from operations in the quarter ended March 31, 2007.

Broadcast cash flow totaled $21.3 million in the first quarter of
2008 compared with $20.8 million for the same period in 2007.
EBITDA totaled $18.1 million for the first quarter of 2008,
compared to $17.7 million in the first quarter of 2007.  Free cash
flow was $4.3 million in the first quarter of 2008, compared with
$2.0 million in the first quarter of 2007.

Broadcast cash flow is calculated as income from operations plus
corporate expenses, plus non-cash contract termination fees,
depreciation, amortization of intangible assets and broadcast
rights (excluding barter), loss (gain) on asset exchange and loss
(gain) on asset disposal, net, minus broadcast rights payments.

                           CEO Comment

Perry A. Sook, chairman, president and chief executive officer of
Nexstar Broadcasting Group Inc., commented, "The first quarter
results indicate that Nexstar continues to outperform the industry
and is on plan to generate record setting operating results in
2008.  The company's financial results throughout the year will
benefit from several visible growth drivers.  We expect to garner
strong shares of political advertising, further grow our high
margin retransmission revenue stream and realize a full year
benefit of last year's re-launch of our TV station websites into
community portals.

"Nexstar's 2008 first quarter revenue, broadcast cash flow, EBITDA
and free cash flow exceeded last year's first quarter levels and
are in line with the guidance range we provided at the time we
reported our 2007 fourth quarter results.  Increases in local,
political, new media and retransmission consent revenues overcame
declines in national, network compensation and trade and barter
revenues.  

"The $63.7 million of Q1 2008 net revenue reflects approximately
$1.8 million of net political advertising revenue and compares
with $62.1 million of net revenue in last year's first quarter,
which included approximately $340,000 of net political ad revenue.

"First quarter 2008 retransmission consent revenue grew 18.0% to
$4.6 million and we generated $2.0 million in new media revenue
compared to $250,000 in Q1 2007.  For the full year, we expect
these recently launched revenue sources to account for
approximately $30.0 million in total revenue a 35.0% increase
compared with their total contributions in 2007.

"Throughout 2008 we'll apply free cash to complete our digital
television cap ex program and to reduce debt.  We view our
projected 2008 digital television cap ex spending of approximately
$30.0 million as one-time in nature so 2009 free cash flow will
benefit materially from the conclusion of the program.  We expect
to end 2008 with the lowest debt leverage ratio in the company's
history."

                         Outstanding Debt

The company's total net debt at March 31, 2008, was
$670.4 million, compared to $665.0 million at Dec. 31, 2007.  The
total debt figures include the company's 11.375% notes, which
accreted to $130.0 million at March 31, 2008.

As defined in the company's credit agreement, consolidated total
net debt was $583.9 million at March 31, 2008.  The company's
total leverage ratio at March 31, 2008, was 6.47x compared to a
permitted leverage covenant of 6.75x.

The company projects that its total debt leverage ratio at year-
end 2008 will be less than 5.5x compared to its permitted leverage
covenant of 6.50x at Dec. 31, 2008.

Total interest expense in the first quarter of 2008 was
$14.0 million, compared to $13.7 million for the same period in
2007.  Cash interest expense for the first quarter of 2008 was
$10.1 million, compared to $10.3 million for the same period in
2007.  Cash interest expense excludes non-cash interest expense
related to amortization of debt financing costs and accretion of
the discount on Nexstar's 11.375% senior discount notes and 7.0%
senior subordinated notes.

On April 1, 2008, Nexstar redeemed a principal amount of
approximately $46.9 million of 11.375% notes outstanding
sufficient to ensure that the 11.375% notes would not be
"applicable high yield discount obligations" within the meaning of
Section 163(i)(1) of the Internal Revenue Code.  This principal
payment was funded with cash generated from operations and from
borrowings under its senior secured 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?2bc5

                    About Nexstar Broadcasting

Headquartered in Irving, Tex., Nexstar Broadcasting Group Inc.
(Nasdaq: NXST) -- http://www.nexstar.tv/-- currently owns,  
operates, programs or provides sales and other services to 50
television stations in 29 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama and New York.  Nexstar's television
station group includes affiliates of NBC, CBS, ABC, FOX,
MyNetworkTV and The CW and reaches approximately 8.25% of all U.S.
television households.

                          *     *     *

As reported in the Troubled Company Reporter on April 15, 2008,
Standard & Poor's Ratings Services placed its ratings on Nexstar
Broadcasting Group Inc., including the 'B' corporate credit
rating, on CreditWatch with negative implications.


NEXSTAR BROADCASTING: Names T. Busch and B. Jones as Co-COO
-----------------------------------------------------------
Nexstar Broadcasting Group, Inc. disclosed the appointment of
Timothy Busch, and Brian Jones to the additional positions of Co-
Chief Operating Officer.  Messrs. Busch and Jones will replace
current COO, Duane Lammers, who is leaving the Company to pursue
other interests.  The changes are effective June 1, 2008.

Tim Busch and Brian Jones bring extensive broadcast industry
experience and deep knowledge of Nexstar's stations, markets and
operating philosophy to their new positions.  In their new roles,
they will retain regional operating responsibilities while
overseeing all facets of Nexstar's current television station and
online operations and developing new revenue opportunities for
Nexstar which further leverage the value of the Company's local
station programming and content.  While they will collaborate as
Co-Chief Operating Officers, Mr. Busch will focus on traditional
advertising revenue opportunities, including political
advertising, while Mr. Jones will focus on the company's digital
media platforms and sales.  Messrs. Busch and Jones will report
directly to Nexstar Broadcasting Group President and Chief
Executive Officer, Perry Sook.

"We are delighted to fill the COO position with in-house executive
talent as both Tim and Brian have contributed extensively to the
Company's financial growth and in establishing a culture of
innovation among all of our associates," Perry Sook commented.  
"The appointments acknowledge their leadership roles at Nexstar
while the Co-COO structure organizes functions and reporting in a
manner that emphasizes each individual's respective expertise and
strengths.  As such, we are confident that their proven management
skills, outstanding individual and collective contributions and
extensive experience in the markets we serve will enable Nexstar
to extend its successful track record of innovation and
anticipating the needs of consumers and advertisers."

Since 2002, Tim Busch has served as Senior Vice President and
Regional Manager of Nexstar's Eastern Region consisting of 15
television stations in 10 markets, and brings over 23 years of
television broadcasting experience to his new role.  Mr. Busch
previously served as VP and General Manager of Nexstar's WROC-TV,
the CBS affiliate in Rochester, New York.  Before joining Nexstar,
Busch was General Sales Manager of the Gannett-owned NBC affiliate
in Buffalo, New York for seven years.  He also held advertising
sales management positions in television and radio since 1988.  
Mr. Busch also serves as the Vice Chairman of the CBS Affiliates
Association.

"Having spent my entire career in the broadcasting industry, I
truly appreciate the unique direction that Nexstar has taken to
delivering value to customers which in turn has generated
operating results that outperform the industry," Mr. Busch
commented.  "I look forward to working closer with Perry, Brian
and our entire team to ensure that Nexstar continues its success
and industry leadership in this evolving age of multi-platform
distribution and consumption."

Since 2003, Brian Jones has served as Senior Vice President and
Regional Manager of Nexstar's Southwest Region consisting of 20
television stations in 11 markets.  Mr. Jones previously served
for seven years as Vice President and General Manager of CBS owned
and operated KTVT and KTXA-TV in Dallas/Fort Worth.  Prior to
that, he held various executive management and sales positions
with KTVT, MMT Sales Inc. and KXAS-TV (NBC).  Collectively he has
over 27 years of experience in local television.  Mr. Jones also
serves as the Chairman of the FOX Affiliates Association Board of
Governors and serves on the board of directors of the Texas
Association of Broadcasters and is a member of the National
Association of Broadcasters Small Market Advisory Committee.

"Our local markets are dynamic and invigorated as we continually
seek to leverage the value of our core broadcasting assets," Mr.
Jones commented.  "This focus is creating new opportunities for
our employees, viewers, customers and shareholders and I am
delighted to assume additional responsibilities at this exciting
time.  Last year's re-launch of our TV station websites into
community portals is just one of several current growth drivers
and I am confident will underscore our commitment to building each
of our properties on the strengths of their local business."

                   About Nexstar Broadcasting

Headquartered in Irving, Texas, Nexstar Broadcasting Group Inc.
(NasdaqGM: NXST) -- http://www.nexstar.tv/-- currently owns,      
operates, programs or provides sales and other services to
50 television stations in 29 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama and New York.  Nexstar's television
station group includes affiliates of NBC, CBS, ABC, FOX,
MyNetworkTV and The CW and reaches approximately 8.25% of all U.S.
television households.

                             *     *     *

As reported in the Troubled Company Reporter on April 15, 2008,
Standard & Poor's Ratings Services placed its ratings on Nexstar
Broadcasting Group Inc., including the 'B' corporate credit
rating, on CreditWatch with negative implications.  


NPS PHARMA: Posts $13.1 Million Net Loss in 2008 First Quarter
--------------------------------------------------------------
NPS Pharmaceuticals Inc. reported on Wednesday its financial
results for the first quarter ended March 31, 2008.

The company's net loss was $13.1 million for the first quarter of
2008, versus a net loss of $21.1 million for the first quarter of
2007.  Operating expenses decreased to $20.1 million for the first
quarter of 2008 as compared to $25.9 million for the first quarter
of 2007.

Revenues increased to $25.2 million for the first quarter of 2008,
as compared to $10.0 million for the first quarter of 2007.

                     First Quarter Highlights

NPS completed the implementation of its new business strategy,
which focused its development programs on specialty indications
for gastrointestinal and endocrine disorders and consolidated
operations into one facility in New Jersey.

NPS appointed Francois Nader, M.D., as president, chief executive
officer and director.  Dr. Nader previously served as executive
vice president and chief operating officer of NPS and played a key
role in the development and implementation of the company's new
business strategy.

NPS appointed Alan G. Harris, M.D., Ph.D., as senior vice
president and chief medical officer.  

NPS reported positive top-line results from a blinded Phase 3-
extension study of GATTEX(TM) for patients with short bowel
syndrome (SBS) who are dependent upon parenteral nutrition (PN).  
Data from this study demonstrated a favorable safety profile and a
number of positive efficacy measures.  Sixty eight percent of the
25 patients who had received low-dose GATTEX therapy and 52% of
the 27 patients who had received high-dose GATTEX therapy achieved
a 20.0% or greater reduction in PN after a total of 52 weeks of
therapy.

Three GATTEX-related abstracts were accepted for presentation at
the 2008 Digestive Disease Week conference, including two oral
presentations of data from the Phase 3 study of GATTEX for PN-
dependent SBS patients.

Kirin launched REGPARA(R) (cinacalcet HCl) in Japan for secondary
hyperparathyroidism during maintenance dialysis.

Francois Nader, M.D., president and chief executive officer,
stated: "The first quarter was marked by the continued advancement
of our proprietary and partnered pipeline.  We reported positive
top-line results from our Phase 3-extension study of GATTEX for
SBS and our partner Kirin launched REGPARA in Japan.  We are
finalizing our protocol for a Phase 3 confirmatory study for
GATTEX and we remain on track to launch the study in the third
quarter of this year.  Our second late-stage program, NPSP558, for
hypoparathyroidism continues to progress with the initiation of a
pivotal study on target for the second half of this year.  Equally
important, we continue to manage our expenses in line with our
2008 cash burn guidance."

                      2008 Financial Results

Revenues increased to $25.2 million for the first quarter of 2008,
as compared to $10.0 million for the first quarter of 2007.  The
increase is primarily due to (i) license fee revenue recognized
under the company's agreement with Nycomed for GATTEX, (ii)
royalty revenue on Amgen's sales of Sensipar(R) (cinacalcet HCl),
and (iii) revenues associated with the company's agreement with
Nycomed for Preotact(R) (parathyroid hormone 1-84 [rDNA origin]
injection).

Sensipar royalties are paid directly to a restricted cash account
of a subsidiary of NPS and used to secure non-recourse debt issued
in December 2004 and August 2007.  After repayment of the debt,
Sensipar royalties will return to NPS.

Preotact royalties are paid directly to DRI Capital in accordance
with non-recourse debt issued in July 2007.  The Preotact
royalties will return to NPS if royalty payments to DRI Capital
exceed two and one-half times the amount of advanced principal,
including any milestone payments.

Research and development expenses were $6.4 million for the first
quarter of 2008 versus $10.2 million for the first quarter of
2007.  The reduction in research and development expenses during
2007 was attributable to the implementation of the company's new
strategy and the corresponding reduction in personnel and related
costs, as well as the discontinuation of activities that were no
longer strategically aligned.

General and administrative expenses were $9.3 million for the
first quarter of 2008 versus $6.6 million for the first quarter of
2007.  

NPS reported a $282,000 credit for restructuring charges for the
first quarter of 2008 as compared to a $7.1 million expense for
the first quarter of 2007. R estructuring charges primarily
comprised employee termination benefits.

Interest expense, net, was $15.1 million for the first quarter of
2008 versus $5.2 million for the first quarter of 2007.  

NPS recorded an impairment charge of $3.5 million on its auction-
rate securities in the first quarter of 2008 following the
company's determination that the change in fair value of its ARS
investments is "other than temporary."  The company's ARS
investments have experienced failed auctions since the latter part
of 2007 due to liquidity issues in the global credit and capital
markets.  

                       Cash and Investments

At March 31, 2008, NPS' cash, cash equivalents, short- and long-
term investments totaled $149.1 million, as compared to
$161.7 million at Dec. 31, 2007.  

At March 31, 2008, NPS held AAA-rated ARS investments with a cost
basis of $29.7 million and an estimated fair value of
$26.2 million.  NPS has classified its ARS investments as a non-
current asset within its balance sheet.

              Restatement of 2007 Financial Results

NPS will file an amendment on Form 10-K/A to its annual report for
the year ended Dec. 31, 2007, due to an error in the computation
of the cash sweep premium interest expense associated with the
company's Class A Notes.  NPS detected this error during the
course of its preparation and review of its quarterly report on
Form 10-Q for the period ended March 31, 2008.  While the error
affects the interest expense reported in the company's financial
statements, NPS does not expect it to affect its current
projections for the retirement of the Class A Notes.  

The Class A Notes are non-recourse to NPS and are secured by
royalties on sales of Sensipar.  NPS expects the corrections to
result in an increase of $3.8 million in accrued expenses and
interest expense; a reduction of $100,000 in income taxes payable
and income tax expense; and an increase in retained deficit of
$3.7 million.  

                    About NPS Pharmaceuticals

Headquartered in Bedminster, N.J., NPS Pharmaceuticals  (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty  
therapeutics for gastrointestinal and endocrine disorders with
high unmet medical need.  The company is currently advancing two
late-stage programs.  Teduglutide, a proprietary analog of GLP-2,
is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

NPSP558 (parathyroid hormone 1-84 [rDNA origin] injection) is in
Phase 2 clinical development as a hormone therapy for  
hypoparathyroidism.  NPS complements its proprietary programs with
a royalty-based portfolio of products and product candidates that
includes strategic partnerships with Amgen, GlaxoSmithKline,
Janssen, Kirin, and Nycomed.

                          *     *     *

As reported in the Troubled Company Reporter on April 29, 2008,
NPS Pharmaceuticals Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $231.8 million in total assets and $419.8 million in
total liabilities, resulting in a $188.0 million total  
shareholders' deficit.


OMEGA WALLBEDS: Files for Chapter 11 Protection in Arizona
----------------------------------------------------------
Omega Wallbeds Inc. filed for Chapter 11 protection with the U.S.
Bankruptcy Court for the District of Arizona, the Arizona Daily
Star reported.

Omega Wallbeds sought bankruptcy protection after it encountered
difficulty dealing with its main creditor, California Bank and
Trust, according to a comment posted by Omega Wallbeds president
Jay Allen in response to the Arizona Daily Star report.

Owner Sarah Lee-Allen said that company operations will still
continue with around seven employees, Mr. Allen indicated in his
post.  Ms. Lee-Allen said it is business as usual and that the
company has a strong backlog and the support of customers.

Counsel for the Debtor, Eric Slocum Sparks, Esq., said, "It is
always difficult to negotiate with out-of-state banks who have
little or no financial interest in the local community and the
people that business employs."  California Bank and Trust has
regional headquarters in Los Angeles, Oakland, and San Diego,
California.

                      About Omega Wallbeds

Omega Wallbeds Inc. -- http://www.omegawallbeds.com/-- designs  
and hand crafts custom guest rooms, hobby and office systems for
the Tucson area.  The showroom displays 18 different and unusual
wallbed styles.  The company is known for its award winning
designs, outstanding service and workplace excellence.  Its
designs have been recognized in such national publications a "Wood
Magazine", and "Closet Magazine".

Oracle Healthcare Acquisition Corp. Announces Stockholder Approval
of Proposed Dissolution and Plan of Liquidation


ORACLE HEALTHCARE: Stockholders Decide on Liquidation
-----------------------------------------------------
The stockholders of Oracle Healthcare Acquisition Corp. voted to
approve the dissolution of the Company and announced its proposed
plan of liquidation, as presented in the Company's proxy statement
dated April 16, 2008, at a special meeting of stockholders held on
May 7, 2008.

The Company had set May 7, 2008 as the record date for determining
the stockholders entitled to receive a liquidating distribution,
if any, from the trust account in which the proceeds from the
Company's initial public offering were placed and the Company
expects to pay the liquidating distribution, if any, on or around
May 12, 2008.

The Company has filed a certificate of dissolution with the
Secretary of State of the State of Delaware for the purpose of
effecting its dissolution and has filed a Certificate of
Termination of Registration on Form 15 with the Securities and
Exchange Commission for the purpose of deregistering its
securities under the Securities Exchange Act of 1934, as amended.
As a result, the Company will no longer be a public reporting
company and its securities will cease trading on the OTC Bulletin
Board.

Headquartered in Greenwich, Conn., Oracle Healthcare Acquisition
Corp. does not have significant operations. It intends to acquire,
through a merger, capital stock exchange, asset acquisition, stock
purchase, or other similar business combination, an operating
business in the healthcare industry.


ORION 2006-1: Moody's Cuts Baa2 Rating to Caa2 on $936MM Swap
-------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these Swap transaction
entered into by Orion 2006-1 Ltd.

Class Description: $936,000,000 Senior Swap Agreement dated as of
May 26, 2006

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

Additionally, Moody's downgraded the following notes:

Class Description: $98,500,000 Class A Senior Secured Floating
Rate Notes due 2046

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

Class Description: $81,000,000 Class B Secured Floating Rate Notes
due 2046

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

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


PAINCARE HOLDINGS: To Voluntarily Delist from AMEX on May 29
------------------------------------------------------------
PainCare Holdings, Inc., (Amex: PRZ), a provider of pain-focused
medical and surgical solutions and services, said that it will
voluntarily withdraw its common stock from listing on the American
Stock Exchange.  PainCare's Board of Directors considered several
factors that include the following:

    -- The Company has failed to timely file periodic reports
       with the Securities and Exchange Commission, in violation
       of Sections 134 and 1101 of the AMEX Company Guide.

    -- The Company has failed to comply with Sections 1003(a)(i);
       Section 1003(a)(ii) and Section 1003(a)(iii) as well as
       Section 1003(a)(iv) of the AMEX Company Guide.

PainCare currently intends that the delisting will be effective on
or about Thursday, May 29, 2008. After withdrawal of its common
stock from listing on the AMEX, the Company expects that the
shares will be quoted on the OTC Pink Sheets. PainCare will
announce its new ticker symbol at that time.

The Troubled Company Reporter previously reported that on
April 16, 2008, PainCare released a news statement reflecting
its comparative results for the 2006 and 2007 fiscal years, ended
Dec. 31.  PainCare reported it could not complete the form 10-K
within the prescribed time because the company effected numerous
dispositions of physician practices during the 2007 fiscal year
resulting in the need for additional time to complete the
associated accounting and financial reporting.
    
According to the TCR, based on its review of the preliminary
financial information reported in news statement, the AMEX had
notified PainCare that the company is not in compliance with
Section 1003(a)(i) of the company guide with stockholders' equity
of less than $2,000,000 and losses from continuing operations and
net losses in two out of its three most recent fiscal years,
Section 1003(a)(ii) of the company Guide with stockholders' equity
of less than $4,000,000 and losses from continuing operations and
net losses in three out of its four most recent fiscal years,
Section 1003(a)(iii) of the company Guide with stockholders'
equity of less than $6,000,000 and losses from continuing
operations and net losses in its five most recent fiscal years and
Section 1003(a)(iv) of the company Guide in that it has sustained
losses which are so substantial in relation to its overall
operations or its existing financial resources, or its financial
condition has become so impaired that it appears questionable, in
the opinion of the Exchange, as to whether the company will be
able to continue operations and meet its obligations as they
mature.
    
                 About PainCare Holdings, Inc.

Headquartered in Orlando, Florida, PainCare Holdings, Inc. --
http://www.paincareholdings.com/-- is a provider of pain-focused  
medical and surgical solutions and services.  Through its
proprietary network of acquired or managed physician practices,
and in partnership with independent physician practices and
medical institutions throughout the United States and Canada,
PainCare is committed to utilizing the most advanced science and
technologies to diagnose and treat pain stemming from neurological
and musculoskeletal conditions and disorders. Through its
subsidiary Integrated Pain Solutions (IPS), the Company is engaged
in pioneering the nation's first managed services organization
that offers a multi-disciplinary healthcare network focused on the
treatment of pain.


POPE & TALBOT: Wants to Sell Eagle Bay to Sage for $5.7 Million
---------------------------------------------------------------
Pope & Talbot Ltd. and its subsidiaries seek the authority of the
British Columbia Supreme Court to sell their surplus land in Eagle
Bay, Canada, to Sage Investments Ltd., for $5,700,000, exclusive
of federal goods and services tax and any and all other applicable
taxes, pursuant to an asset purchase agreement dated April 21,
2008.

The sale of Eagle Bay was approved by Ernst & Young, Inc., the
Canadian Court-appointed Monitor on April 9, 2008 and by the
Applicants' DIP Lenders on April 28, Kathy L. Mah, Esq., at
Stikeman Elliott LLP, in Toronto, Canada, discloses.

Sage Investments is prepared to acquire Eagle Bay on an "as is,
where is" basis, Ms. Mah states.

Eagle Bay is one of several parcels of land which the Applicants
determine are redundant and surplus to their ongoing and future
operations.

                       About Pope & Talbot

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                            *    *    *
The Court extended the time within which the Debtors have the
exclusive right to file a Chapter 11 plan, through and including
June 2, 2008, as reported in the Troubled Company Reporter on
March 17, 2008.


POPE & TALBOT: PT Pindo Ends Sale Deal of Three Pulp Mills
----------------------------------------------------------
PT Pindo Deli Pulp and Paper Mills and its assignees, Columbia
Pulp and Paper Inc. and Columbia Pulp and Paper Ltd., served
on Pope & Talbot Inc. on May 1, 2008, a written notice of
termination of an Asset Purchase Agreement relating to the sale
of three pulp mills of Pope & Talbot Ltd. and its subsidiaries
located in Halsey, Oregon; Nanaimo, British Columbia; and
Mackenzie, British Columbia.  

Pindo Deli, et al., are the proposed buyers of the Pope & Talbot
pulp mills under the APA.

P&T Inc. relates in a regulatory filing with the Securities and
Exchange Commission that it disputes the basis for and the
validity of Pindo Deli's termination of the APA.  The company
asserts that the APA remains in full force and effect following
its receipt of Pindo Deli's termination notice.

In its termination letter, Pindo Deli indicated a willingness to
engage in discussions regarding mutually acceptable alternative
transactions.  No discussions, however, have occurred between the
parties to date, R. Neil Stuart, vice president and chief
financial officer of P&T Inc., stated.

Subsequently, on May 5, 2008, P&T Inc. issued a letter (i)
terminating the APA due to Pindo Deli's material breach of a
representation leading to a failure to satisfy a condition to
closing and the passing of an April 30, 2008 termination date,
and (ii) reserving all of its rights under the APA and against
Pindo Deli.

To recall, Pindo Deli has committed to pay P&T Inc. $105,290,000
in cash for the Pulp Business Assets and to assume certain
liabilities, including $15,000,000 of accrued employee vacation
pay, subject to certain adjustments, including reduction for
costs and expenses required to cure and reinstate material
contracts being assigned to Pindo Deli.  Accounts receivable,
accounts payable, and finished goods inventory were excluded from
the proposed Asset Sale.  P&T Inc. had estimated that it would
realize a net of approximately $100,000,000 from those working
capital items.  Accordingly, the value of the proposed sale
transaction to P&T Inc. was estimated at approximately
$225,000,000.

A full-text copy of the APA Termination is available at the SEC:
http://ResearchArchives.com/t/s?2bc3

                   Company Financing in Danger

In other news, P&T's creditors have opted not to extend the
company's financing, The Portland Business Journal reports.  P&T
has began shutting down operations at its mills, to take effect
May 8, The Portland Journal adds.

The current stay period that applies to P&T's CCAA proceedings
expired on May 5, 2008.  P&T spokesman Mark Rossolo reportedly
said that the Canadian Court has extended the CCAA stay period
for 48 hours, to give the company time to close its sale
transactions.  

Mr. Rossolo told The Portland Journal that P&T is considering
other alternatives, including selling off the assets
individually.  "The pulp mills -- starting [May 5] -- are going
to begin the process of winding down operations so they will move
into idle," The Times Colonist quotes Mr. Rossolo, as saying.  
"Obviously, as the company is just beginning the wind-down stage,
it doesn't know what staffing needs it will have.  There will
certainly be some staff and maintenance needs going forward."

According to the paper, the company's mills employ about 600
employees.

"We watched as other pulp and sawmills shut down, but we never
saw it happening to us.  So I think the best way to describe our
feelings is that of complete disbelief," Reg Miller, a Pope &
Talbot employee, told the Times Colonist.  

                          *     *     *

Prior to the termination of the Pindo Deli APA, Judge Sontchi
authorized the Debtors to assume two agreements with these
corresponding cure costs:

     Agreement                          Cure Amount
     ---------                          -----------
     A Chip and Pulp Log Supply          C$928,702
     Agreement dated May 26, 1994,
     between MacMillan Bloedel
     Limited and Harmac Pacific Inc.

     A Hog Fuel Supply Agreement             C$469
     dated May 26, 1994 between  
     MacMIllan Bloedel Limited
     and Harmac Pacific Inc.

The Agreements were supposed to have been assigned to Columbia
Pulp and Paper Ltd., as the assignee of Pindo Deli, pursuant
to the Pindo Deli APA.

                       About Pope & Talbot

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                            *    *    *
The Court extended the time within which the Debtors have the
exclusive right to file a Chapter 11 plan, through and including
June 2, 2008, as reported in the Troubled Company Reporter on
March 17, 2008.


POPE & TALBOT: Sells Wood Products Biz to International Forest
--------------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates have completed the
sale of its Wood Products Business to International Forest
Products Limited, according to a regulatory filing with the United
States Securities and Exchange Commission on April 30, 2008.

Interfor purchased the Castlegar and Grand Forks sawmills and
related timber tenures, and Neiman Enterprises, Inc., Interfor's
assignee, purchased the Spearfish sawmill and related cutting
rights.  Accounts receivable were excluded from the sale.

             Debtors Seek to Reject 250 Contracts

The Debtors seek the U.S. Bankruptcy Court for the District of
Delaware for authority to reject 250 executory contracts and
unexpired leases excluded from an asset purchase agreement
governing the sale of the Debtors' Wood Products Business to
Interfor, nunc pro tunc to April 30, 2008.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that the Excluded Contracts relate
to assets that the Debtors sold to Interfor pursuant to the
Interfor APA, but are not being assumed by Interfor.  

Ms. Jones notes that the Excluded Contracts are not required for
the operation of the Debtors' estates now that the Interfor sale
has closed.  

A list of Excluded Contracts is available for free at:

      http://bankrupt.com/misc/Pope_ExcludedContracts.pdf
      http://bankrupt.com/misc/Pope_4thExcludedContracts.pdf
      http://bankrupt.com/misc/Pope_5thExcludedContracts.pdf

Pursuant to the Amended and Restated CCAA Order, the Canadian
Debtors repudiated the Excluded Contracts, nunc pro tunc to  
April 30, 2008.  In order to avoid the incurrence of
administrative expenses arising from the continuation of the
Excluded Contracts, the Debtors believe that it is in the best
interests of their estates and all parties-in-interest to reject
the Excluded Contracts.

                  Other Wood Products Business

The Debtors' disclosed in a regulatory filing with the
SEC, that it completed on April 30, 2008, the sale of its
Remaining Wood Products assets located in Midway, British
Columbia.

The Assets consists of substantially all of P&T Inc.'s real
property at that location and certain related tangible property
located at Midway, as well as all secured receivables under a bill
of sale in favor of Midway Forest Products, ULC dated September
14, 2006.

The sale was made under the terms of an Asset Purchase Agreement
P&T Inc. entered into, as of February 5, 2008, with Fox Lumber
Sales Inc.  At the closing, Fox Lumber paid P&T Inc. $750,000 in
cash and assumed certain liabilities, including certain
environmental liabilities related to the purchased assets.

                       About Pope & Talbot

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                            *    *    *
The Court extended the time within which the Debtors have the
exclusive right to file a Chapter 11 plan, through and including
June 2, 2008, as reported in the Troubled Company Reporter on
March 17, 2008.


POPE & TALBOT: PWC Reveals Results of Various Sales Processes
-------------------------------------------------------------
PricewaterhouseCoopers Inc., as monitor of the proceedings
commenced by Pope & Talbot Ltd. and its subsidiaries under the
Companies' Creditors Arrangement Act, delivered its 14th report
on May 4, 2008, to apprise the Canadian Court of developments
in the Applicants' operations from April 26 to May 3.

               Update on Various Sales Processes

A. Wood Products Business

The Monitor reports that the Applicants' sale of their Wood
Products Business to International Forest Products Limited closed
as anticipated on April 30, 2008.  A final accounting of the
transaction net proceeds though will not be completed for a few
weeks given the need to resolve certain post-closing matters,
including final inventory counts, the Monitor notes.

According to the Monitor, the Applicants issued a payment of
US$7.9 million to their Lenders on May 1, 2008, which relates to
net proceeds from inventory.  All other net proceeds are being
held in escrow pending the final accounting.

B. Pulp Business

The Applicants' sale of their Pulp Business to PT Pindo Deli Pulp
and Paper Mills was to be completed by April 30, 2008, pursuant
to the Pindo Deli APA.  The transaction, however, did not close
and on May 1, Pindo Deli provided the Applicants with written
notice of termination of the APA on the grounds that the
Applicants were unable to cure certain terms and conditions under
the APA.

The Applicants believe that they have met all of the terms and
conditions of the APA by April 30.  They are currently assessing
how to proceed further with respect to the Pindo Deli termination
notice, the Monitor relates.

A US$10 million deposit was provided by Pindo Deli for the Pulp
Business transaction.

Pindo Deli nevertheless suggested, in its termination letter,  
that it was willing to engage in discussions with the Applicants
to resolve the outstanding issues, including mutually acceptable
alternative transactions, according to the Monitor.

The Monitor notes that as of May 5, there was no indication as to
whether meaningful discussions were underway between Pindo Deli
and the Applicants with respect to either reviving the sale or
discussing a new sale transaction.

C. Remaining Wood Products Business (Fort St. James sawmill)

The Monitor notes that the APA for the sale of the Fort St. James
sawmill expired on April 30, 2008, but the sale transaction was
not completed.  Unlike the the Applicants' Pulp Business Assets,
Pindo Deli did not issue a notice of termination for the sawmill
sale.

The Monitor has been independently advised by both the Applicants
and Pindo Deli that each party wish to complete the transaction
and is continuing to work towards resolving the outstanding
issues.  

All regulatory approvals required to complete the transaction
have been obtained, according to the Monitor.  The major
outstanding issue that relate to completion of the transaction is
with respect to the assumption of liabilities, the Monitor cites.

The Monitor has been advised by both parties that they are
hopeful of resolving the outstanding issues and moving to a
completion of the transaction during the week of May 5, 2008.

D. Surplus Land Sales

The Applicants had executed seven additional purchase agreements
with aggregate net sale proceeds totaling C$3,600,000.  The
Monitor has confirmed that all seven transactions have now closed
and C$2,400,000 has been paid to the Applicants' Secured Lenders,
pursuant to their first ranking security.

The remaining net proceeds of C$1,200,000, relate to sales that
closed on April 30, 2008, the net proceeds of which will be paid
to the Lenders shortly.

E. U.S. Surplus Land Sales

The Monitor reports that the Applicants have received offers for
four U.S. Surplus Lands.  According to the Monitor, the U.S.
Bankruptcy Court still has to approve a De minimus Value Property
Sale Procedure, which will be dealt with by the US Court during
the week of May 5, 2008.

                      Company Operations

The Applicants continue to operate three Pulp mills at Nanaimo
(Harmac), Mackenzie, and Halsey.

In April 2008, the Applicants sold their sawmills in Midway,
Grand Forks, Castlegar, and Spearfish.  

The Applicants' remaining sawmill in Fort St. James continues to
be operational dormant due to market conditions.  There are no
immediate plans to start-up the sawmill, the Monitor states.

                        Variance Analysis
                Revised Forecast vs Actual Cash Flow
            for the Period From 04/19/2008 - 04/25/2008
                      ( in U.S. dollars)

                         Actual         Forecast      Variance
                       ----------     -----------    ----------
Total Receipts       $10,947,000      $7,460,000    $3,487,000

Bankruptcy-Related             -      (1,153,000)    1,153,000
  Disbursements

Operating             (5,657,000)    (13,285,000)    7,628,000
  Disbursements

Total Disbursements   (5,567,000)    (14,438,000)    8,781,000
                       ----------     -----------    ----------
Net Cash Flow         $5,290,000     ($6,978,000)  $12,268,000
                       ==========     ===========    ==========

            Reporting Under the DIP Credit Agreement

The Applicants continue to report their cash flows weekly to
their DIP Lenders, the Monitor notes.  

The Applicants also continue to trigger Material Adverse
Deviations in their cash flow reporting but has obtained the
necessary waivers in respect of the Material Adverse Deviations.  
As of April 25, 2008, the total amount outstanding under the
operating portion of the DIP Credit Agreement was US$56.1
million.  This includes outstanding revolver borrowings of
US$43.5 million and DIP Term Borrowings supporting the operating
portion of US$12.6 million.

The non-operating portion of the DIP Credit Agreement totals
US$189.2 million, resulting in total borrowings under the DIP
Credit Agreement of approximately US$245.3 million.

The Applicants maintained compliance under the DIP Loan Agreement
for total borrowings and has not exceeded amounts available under
the borrowing base formula.

                 Revolver Balance as at April 25, 2008
                                                        
   Borrowing Base                          US$56,034,000
   Less: Letter of Credit Reserve             (7,016,000)
                                           -------------
   Net Availability                           49,018,000
   Revolver Balance                           43,503,000
                                           -------------
   Excess of Availability                   US$5,515,000
                                           =============

                 Post-Filing Accounts Payables

The Monitor says that the estimate of the Applicants' total post-
filing creditors that are not covered by the DIP carve-out has
increased by a total of US$600,000.  Noteworthy items include:

   * Amounts owing for Professional fees increased by an
     estimated US$900,000 as the Applicants' expected payments to
     professionals at the end of April 2008 were not made as a
     result of restricted cash flow and the Applicants' focus on
     purchasing fibre to meet the requirements under the Pindo
     Deli APA; and

   * Amounts owing to trade suppliers decreased by an estimated
     US$300,000 from a combination of the Applicants making
     several large payments to key suppliers which threaten to
     cut-off supply without prepayment, and from the Applicants
     restricting all non-essential purchasing during the last
     week of April 2008 in anticipation of the closing their Pulp
     Business sale.

The Monitor estimates that there are more than 500 post-filing
creditors, excluding employees.

          Updated Cash Flow Forecast to May 9, 2008

The Applicants have prepared an updated cash flow forecast for
the period ending May 9, 2008.  The significant operating
assumptions within the Fourth Revised Forecast are:

   -- The DIP agreement is extended under the same terms and
      conditions.  In particular, the calculation of the revolver
      borrowing base is unchanged;

   -- The Fort St. James asset sale closes the week of May 5,
      2008 and results in US$4,000,000 paid down on the revolving
      line of credit.  This is in additional to the US$7,900,000
      pay-down that was made on May 1, related to the Interfor
      sale;

   -- Pulp operations are continued; and

   -- All amounts owing to post-filing creditors during the
      forecast period are paid.

Under the cash flow presented, the Applicants are forecasting
that they will incur negative cash flow for the week for
US$3,000,000, and will have surplus borrowing base availability
of US$1,500,000 at May 9, 2008.  "This assumes the DIP Lenders do
not amend the borrowing base formula," the Monitor points out.

                       About Pope & Talbot

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                            *    *    *
The Court extended the time within which the Debtors have the
exclusive right to file a Chapter 11 plan, through and including
June 2, 2008, as reported in the Troubled Company Reporter on
March 17, 2008.


PRC LLC: Judge Glenn Approves Disclosure Statement
--------------------------------------------------
The Honorable Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York approved PRC LLC and its debtor-
affiliates' Amended Disclosure Statement explaining the Debtors'
Joint Plan of Reorganization on May 8, 2008.

The Court finds that the Amended Disclosure Statement provides
"adequate information" pursuant to Section 1125 of the U.S.
Bankruptcy Code.

The Voting Record Date for creditors entitled to vote on the
Plan, including the holders of Class 4 Allowed Prepetition First
Lien Claims, Class 5 Allowed Prepetition Second Lien Claims, and
Class 6 General Unsecured Claims, is May 8, 2008, the Court
ruled.  

The Debtors are directed to complete the mailing of the
Solicitation Packages no later than May 15, 2008.  The
Solicitation Packages will contain, among other things, a copy of
the Disclosure Statement and Plan, the Disclosure Statement
Order; the Confirmation Hearing Notice; and the appropriate
Ballot and ballot instructions together with a return envelope.

The Court also approved the proposed form of the ballots, and the
proposed tabulation and voting procedures.  

All Ballots of voting parties-in-interest must be properly
executed, completed, and delivered to the Epiq Systems Bankruptcy
Solutions by first-class mail, overnight courier, or personal
delivery no later than 4:00 p.m., on June 9, 2008.

The Confirmation Hearing will be held on June 19, 2008, at 10:00
a.m.  Any response or objection to the approval of the Plan must
be filed with the Court by June 12, at 4:00 p.m.

                      Objections Overruled

Among those who disputed the Disclosure Statement before the
Court's approval order were Verizon Communications, Inc., and its
affiliates, ACE American Insurance Company, ACE Property &
Casualty Insurance Company, and Illinois Union Insurance Company.

In response to Verizon's objections, the Debtors contended that:

   * Verizon did not cite any authority to deny them the right to
     amend the schedule of executory contracts up to the Plan
     confirmation as being in some point violating the "adequate
     information" provision of Section 1125;

   * it is not their purpose to delay payment.  The relevant
     provision of the Disclosure Statement merely provides that
     "[e]xcept to the extent that different treatment has been
     agreed to by the parties, within 30 days after the Effective
     Date, the Reorganized Debtors will cure all undisputed
     defaults under any executory contract or unexpired lease
     assumed by the Debtors pursuant to the Plan;"

   * contrary to Verizon's arguments, Section 365 of the
     Bankruptcy Code allows removal of an executory contract from
     the schedule of assumed contracts, post-confirmation, based
     on the resolution of a disputed cure claim.

In addition, the Debtors proposed to delete the final clause
"except as ordered by the Court before the Voting Deadline" in
order to clarify that any creditor whose claim is subject to an
objection can file a motion under Rule 3018(a) of the Federal
Rules of Bankruptcy Procedure for temporary allowance of their
claim.

IAC/InterActiveCorp also asked the Court to postpone the recently
concluded Disclosure Statement hearing, asserting that the
Disclosure Statement improperly incorporated the approval of the
Debtors' settlement with the Official Committee of Unsecured
Creditors on only five days' notice, in plain violation of Rules
Rules 2002 and 9019 of the Federal Rules of Bankruptcy Procedure.  
"A 20 days' notice is required under Rules 2002 and 9019 to
approve a settlement entered into by a debtor," Janet M. Weiss,
Esq., at Gibson, Dunn & Crutcher LLP, in New York, said.

The Court, however, ruled that all objections to the Disclosure
Statement not otherwise withdrawn or resolved are overruled;
provided that the objections raised by ACE Group of Companies
will be heard at the Confirmation Hearing.

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

              http://researcharchives.com/t/s?2bc7

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer             
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

(PRC LLC Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Can Hire Epiq Systems as Voting and Tabulation Agent
-------------------------------------------------------------
PRC LLC and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Epiq Bankruptcy Solutions as their voting and tabulation
agent.

As reported in the Troubled Company Reporter, April 18, 2008, the
Debtors sought to hire Epiq for the purpose of assisting with,
among other things, the solicitation and calculation of votes and
the distribution as required in furtherance of confirmation of
the Debtors' plan of reorganization, Alfredo Perez, Esq., at
Weil, Gotshal & Manges LLP, in Houston, Texas, related.

In an effort to reduce administrative expenses related to Epiq's
retention, the Debtors sought authorization to pay Epiq's fees and
expenses, as set in the Epiq Agreement dated Jan. 18, 2008,
without the necessity of Epiq filing formal fee applications.

The Debtors believe that no additional information regarding
Epiq's disinterestedness to support the firm's employment as
voting and tabulation agent is required as they have received
authorization to retain Epiq as their claims and noticing agent.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer             
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Court approved the Debtors' Disclosure Statement on May 8,
2008.  (PRC LLC Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


PRC LLC: Wants to Employ Korn Ferry as Hiring Consultants
---------------------------------------------------------
PRC LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Korn/Ferry International as their executive search consultants,
pursuant to the terms and conditions of an agreement entered into
with Korn/Ferry dated May 1, 2008.

Korn/Ferry will assist in the identification of candidates to fill
the chief executive officer and chief financial officer positions
for the Debtors.

Korn/Ferry is a premier provider of executive talent management
solutions, conducting more than 10,000 senior-level searches for
clients worldwide each year, the Debtors note.  Korn/Ferry's
consultants are based in more than 80 offices in nearly 40
countries in the Americas, Asia/Pacific, Europe, the Middle East
and Africa.  

Korn/Ferry's services will be paid at fixed rates of $200,000 for
the successful identification of a chief executive officer
candidate, and $110,000 for the successful identification of
chief financial officer position.  Korn/Ferry will also be
reimbursed for all search-related expenses, to be billed at 12%
of the fee capped at $15,000.  

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, says that although the Court previously approved
the retention of the Debtors' current Chief Executive Officer,
Regis G. McElhatton, Mr. McElhatton's term of employment as CEO
will expire on January 23, 2009.  The Debtors have also employed
an interim chief financial officer pursuant to a Court order
approving the retention of CXO, LLC, as restructuring advisors.

The Debtors believe that hiring the firm will enable them to
execute faithfully their duties as debtors and debtors in
possession and to further their reorganization efforts.  
Moreover, the Debtors maintain that the retention of Korn/Ferry
represents a prudent business decision as the company will soon
need to search for candidates to serve as permanent CEO and CFO
to provide for a seamless transition of senior leadership
following the company's successful emergence from their Chapter
11 cases.

The Debtors will pay the Korn/Ferry's first retainer on the
earlier of (i) the entry of a Court order approving the firm's
employment, or (ii) June 30, 2008.   

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer             
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Court approved the Debtors' Disclosure Statement on May 8,
2008.  (PRC LLC Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


PRIORITY ONE PARTNERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Priority One Partners, LLC
        P.O. Box 1222
        22 Hidden Acres Drive
        Voorhees, NJ 08043

Bankruptcy Case No.: 08-18293

Chapter 11 Petition Date: May 5, 2008

Court: District of New Jersey (Camden)

Debtor's Counsel: Larry S. Byck, Esq.
                  Email: lbycklaw@comcast.net
                  540 North Route 73
                  Berlin, NJ 08091
                  Tel: (856) 767-0800
                  Fax: (856) 719-8720

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


QUAIL LAKE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Quail Lake Estates Associates, LP delivered to the United States
Bankruptcy Court for the Northern District of California its
schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $23,100,000
   B. Personal Property                 10,239    
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $22,532,688
      Secured Claims
   E. Creditors Holding                                     0
      Unsecured Priority
      Claims
   F. Creditors Holding                             1,013,086
      Unsecured Nonpriority
      Claims
                                   ------------   -------------
      TOTAL                         $23,110,239   $23,545,774

Based in Emeryville, California, Quail Lake Estates Associates, LP
filed for Chapter 11 protection on Mar. 18, 2008 (Bankr. N.D.
Calif. Case No. 08-41296).  James D. Wood, Esq. represents the
Debtor in its restructuring efforts.  


RESIDENTIAL ASSET: Moody's Chips Ratings on 29 Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 29
tranches from 13 Alt-A transactions issued by Residential Asset
Securitization Trust.  Six tranches remain on review for possible
further downgrade.  Additionally, 132 tranches were placed on
review for possible downgrade

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

Complete rating actions are:

Issuer: Residential Asset Securitization Trust 2005-A11CB

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

  -- Cl. B-2, Downgraded to Baa1 from Aa3

  -- Cl. B-3, Downgraded to Ba3 from A2

  -- Cl. B-4, Downgraded to B2 from A3

  -- Cl. B-5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Residential Asset Securitization Trust 2005-A12

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

  -- Cl. A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

  -- Cl. B-3, Downgraded to B1 from A2

  -- Cl. B-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

Issuer: Residential Asset Securitization Trust 2005-A15

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

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

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-9, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

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

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

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

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

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

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

  -- Cl. 2-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. 3-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 4-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 5-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 5-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. B-1, Downgraded to Ba1 from Aa2

  -- Cl. B-2, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

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

Issuer: Residential Asset Securitization Trust 2006-A1

  -- Cl. I-B-1, Downgraded to A2 from Aa2

Issuer: Residential Asset Securitization Trust 2006-A11

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

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

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

  -- Cl. 3-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

Issuer: Residential Asset Securitization Trust 2006-A14CB

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

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

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

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

  -- Cl. 2-A-5, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

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

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

Issuer: Residential Asset Securitization Trust 2006-A3CB

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

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

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

Issuer: Residential Asset Securitization Trust 2006-A4IP

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

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

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

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

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

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

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

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

  -- Cl. 2-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

Issuer: Residential Asset Securitization Trust 2006-A5CB

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

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

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

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

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

  -- Cl. B-1, Downgraded to B2 from Aa3
  -- Cl. B-2, Downgraded to Caa3 from Ba3
  -- Cl. B-3, Downgraded to Ca from B3

Issuer: Residential Asset Securitization Trust 2006-A7CB

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

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

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

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

  -- Cl. 3-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

  -- Cl. B-1, Downgraded to Ba2 from Aa2
  -- Cl. B-2, Downgraded to Ca from Ba2
  -- Cl. B-3, Downgraded to Ca from B3

Issuer: Residential Asset Securitization Trust 2006-A8

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

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

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

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

  -- Cl. 2-A-8, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 3-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. 3-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. B-1, Downgraded to B2 from Aa2

  -- Cl. B-2, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Ba3
  -- Cl. B-5, Downgraded to Ca from B2
  -- Cl. B-6, Downgraded to Ca from B3
  -- Cl. B-7, Downgraded to Ca from Caa2

Issuer: Residential Asset Securitization Trust 2006-A9CB

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

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

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

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

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

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

  -- Cl. A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. B-1, Downgraded to B3 from Aa2
  -- Cl. B-2, Downgraded to Ca from Ba2
  -- Cl. B-3, Downgraded to Ca from B3

Issuer: Residential Asset Securitization Trust 2007-A1

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


RH DONNELLEY: Posts $1.6 Billion Net Loss in 2008 First Quarter
---------------------------------------------------------------
R.H. Donnelley Corporation reported on Thursday financial results
for the first quarter ended March 31, 2008.

Net loss for the quarter was $1.6 billion, which includes a
$2.5 billion non-cash pre-tax charge associated with goodwill
impairment to reflect the recent decline in the market value of
the company's debt and equity securites.  Excluding the effect of
goodwill impairment recorded in the quarter, net income would have
been $15.0 million.  

The company said that the charge does not impact the company's
current or future cash flow, compliance with debt covenants, tax
attributes or management's outlook for the business.

As of March 31, 2008, RHD's net debt outstanding was $9.9 billion,
excluding the purchase accounting fair value adjustment of
$100.0 million.

The company reported first quarter 2008 net revenues of
$675.0 million, up 2.0% over the same period in the prior year.
Adjusted EBITDA in the quarter was $357.0 million and adjusted
EBITDA margin was 52.9%.  Adjusted free cash flow in the quarter
was $92.0 million based on cash flow from operations of
$100.0 million, capital expenditures of $10.0 million and
$2.0 million of adjustments related to other compensation expense
at Business.com.  

"We generated strong revenues in the quarter driven by the pull
through of ad sales from the prior year, lower claims and
allowances and the addition of Business.com.  This resulted in
solid EBITDA in the quarter.  Ad sales, a leading indicator of
revenues, reflected weak economic conditions in our markets as we
expected," said David C. Swanson, chairman and chief executive
officer of R.H. Donnelley.  "We are aggressively managing costs in
response to this operating environment."

Swanson continued, "We are also launching a series of refinancings
today that are expected to reduce near-term mandatory debt
repayments, extend our maturity profile and reduce debt levels.
These actions provide us with greater flexibility to navigate
through this business cycle and manage the business for
sustainable growth when a better climate returns."

                           Refinancing

The company announced its intention to refinance the Dex West
credit facility and amend the R.H. Donnelley Inc. credit agreement
to provide additional covenant flexibility as well as extend the
maturity date of the revolving credit facility.

The company expects to incur additional interest expense in
connection with the proposed refinancings.

                 Liquidity and Capital Resources

On the assumption that the company successfully completes the Dex
Media West credit facility refinancing, the company believes that
cash flows from operations, along with borrowing capacity under
the revolver portions of the company's credit facilities, will be
adequate to fund its operations and capital expenditures and meet
its debt service requirements for at least the next 24 months.

At March 31, 2008, the company had $29.9 million of cash and cash
equivalents before checks not yet presented for payment of
$14.9 million, and combined available borrowings of $364.7 million
under the $175.0 million RHDI, the $100.0 million Dex Media East,
and the $100.0 million Dex Media West revolving credit facilities.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$13.5 billion in total assets, $13.3 billion in total liabilities,
and $183.0 million in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1.5 billion in total current
assets available to pay $1.7 billion in total current liabilities.

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?2bce

                       About R.H. Donnelley

Headquartered in Cary, N.C., R.H. Donnelley Corp. (NYSE: RHD) --
http://www.rhd.com/-- one of the nation's leading Yellow Pages  
and online local commercial search companies, connects businesses
and consumers through its portfolio of print and interactive
marketing solutions.  

                          *     *     *

Fitch Ratings has affirmed the Issuer Default Ratings on R.H.
Donnelley Corp, R.H. Donnelley, Inc., Dex Media, Inc., Dex Media
East and Dex Media West at 'B+'.  Fitch expects to rate the
amended RHDI credit facility 'BB+/RR1' and the proposed DXW credit
facility 'BB+/RR1'.  The Rating Outlook has been changed to
Negative from Stable.


RH DONNELLEY: Fitch Affirms 'B+' Issuer Default Ratings
-------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings on R.H.
Donnelley Corp, R.H. Donnelley, Inc., Dex Media, Inc., Dex Media
East and Dex Media West at 'B+'.  Fitch expects to rate the
amended RHDI credit facility 'BB+/RR1' and the proposed DXW credit
facility 'BB+/RR1'.  The Rating Outlook has been changed to
Negative from Stable.  

The company disclosed in its form 10-Q and on its conference call
that it has launched a series of financing activities which are
expected to reduce near term mandatory debt repayments, provide
additional covenant flexibility and extend its maturity profile.  
The company intends to amend the RHDI credit facility and
refinance its DXW credit facility.  Fitch expects to rate each of
these facilities 'BB+/RR1' reflecting their priority in the
capital structure and Fitch's expectation that more than 90%
recovery is achievable.

The company also intends to exchange approximately $700 million in
lower interest rate senior unsecured notes outstanding at RHD for
$488 million of higher interest rate notes at RHDI.  At the issue
level, this action would be negative for RHD bonds as their
recovery ratings had been dependent on residual asset value from
RHDI.  The bonds that are intended to be placed at RHDI will now
have a higher claim on RHDI asset value (residual value remaining
after RHDI secured obligations are satisfied) than the RHD bonds
and thus a higher rating.  If the exchange is executed as proposed
and assuming there are no changes in the provisions of the bonds,
Fitch expects that RHDI bonds could be assigned a 'BB-/RR3' rating
reflecting the expectation that 51%-70% recovery is reasonable.  
The RHD bonds would likely be downgraded to 'B-/RR6' reflecting
negligible recovery prospects.

The enhanced covenant and maturity flexibility provided by the
potential credit facility actions are offset by materially higher
interest costs (which could exceed $50 million in incremental
interest).  In regard to the exchange, Fitch views the action as
largely neutral to the consolidated credit profile; headline
leverage would be lower, but interest coverage is relatively
unchanged.  While Fitch acknowledges that these actions remove
several near-term overhangs, the negative outlook reflects that
top line pressure, the limited scalability of the cost structure
and increased interest costs could make it difficult to meet our
prior deleveraging expectations.

Fitch will continue to monitor operating performance closely for
more evidence regarding the cyclical and secular components of
revenue deterioration.  Acceleration of revenue declines that are
sustained beyond mid-single digits and not offset by cost cuts
could weigh negatively on the rating.  Fitch estimates the company
can endure low single digit revenue declines and still delever the
balance sheet, albeit slower than previously anticipated.  Future
rating actions could also include the implications of potential
changes to the distressed EBITDA multiple used in Fitch's analysis
(Fitch presently uses 6x).  A lower multiple would reflect changes
in market and transaction multiples and could pressure recovery
ratings.

Going forward, Fitch expects management will be exclusively
focused on paying down debt under the secured facilities, however,
Fitch continue to expect consolidated leverage levels to remain
above management's stated target of 6.0x (or below) in the
intermediate term.

Fitch currently rates RHD and its subsidiaries as:

R.H. Donnelley Corp. (RHD Holding Company)
  -- Issuer Default Rating 'B+';
  -- Senior unsecured 'B/RR5'.

R.H. Donnelley Inc. (Operating Company; subsidiary of RHD)
  -- IDR 'B+';
  -- Bank facility 'BB+/RR1'.

Dex Media, Inc. (Dex Holding Company; subsidiary of RHD)
  -- IDR 'B+';
  -- Senior unsecured 'B/RR5'.

Dex Media East, Inc. (Operating Company; subsidiary of Dex)
  -- IDR 'B+';
  -- Bank facility 'BB+/RR1'.

Dex Media West, Inc. (Operating Company; subsidiary of Dex)
  -- IDR 'B+';
  -- Bank facility 'BB+/RR1';
  -- Senior unsecured 'BB+/RR1';
  -- Senior subordinated 'B/RR5'.


RH DONNELLEY: Moody's Rates Proposed $488MM Unsecured Notes at B1
-------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to R.H.
Donnelley Inc.'s proposed $488 million senior unsecured notes and
a Ba1 rating to Dex Media West LLC's proposed senior secured
credit facilities, while affirming R.H. Donnelley Corporation's B1
Corporate Family rating, in connection with a proposed note
exchange and refinancing.

The affirmation of Donnelley's B1 Corporate Family rating reflects
Moody's view that while the proposed transactions and amendment of
R.H. Donnelley Inc.'s senior secured credit facility will address
prospective covenant and maturity pressures, the reduction of
Donnelley's debt by approximately $152 million (net of fees and
expenses) represents only a relatively modest reduction of the
company's current consolidated debt burden (approximately
$10 billion).

The B1 Corporate family rating incorporates R.H. Donnelley's high
leverage, its vulnerability to weakened market conditions facing
the directory publishing business, the increasing threat posed by
competing directory publishers and web-based directory service
providers in virtually all its markets, a recent erosion of equity
support provided to debtholders, and the dependence of the holding
companies ( R. H. Donnelley Corporation and Dex Media, Inc.) upon
continued covenant- compliant restricted payments from the three
major operating companies in order to service the holdco debt
obligations.  The rating is supported by Donnelley's scale, the
strong market position conferred by its exclusive publishing
agreements with Embarq Corporation, Qwest Communications, and AT&T
Inc. as the "official" yellow pages directory within a number of
their incumbent markets.  In addition the ratings reflect
Donnelley's very good liquidity profile; its diversified customer
and geographic market base; and strong cash flow generation.

The continuing negative rating outlook underscores Moody's concern
that recent declines in R.H. Donnelley's advertising sales (down
4.8% in 1Q08) might continue through the intermediate term, due
largely to cuts in customer spending on yellow pages print
advertising in most of its markets, especially hard-hit sub-prime
markets in Florida, Arizona and Nevada.  Ratings could be lowered
if Donnelley fails to report an improvement in operating
performance or that it is on track to meaningfully reduce
financial leverage in the near term.

Details of the rating action are:

Ratings assigned:

R.H. Donnelley, Inc.

  -- Proposed $488.4 million 11.75% senior unsecured notes due
     2015 -- B1, LGD3, 44%

  -- Proposed $175 million revolving credit facility due 2011--
     Ba1 LGD2, 15%

Dex Media West LLC

  -- Proposed $100 million revolving credit facility due 2013 --
     Ba1, LGD2, 15%

  -- Proposed $140 million term loan A due 2013 - Ba1, LGD2, 15%
  -- Proposed $950 million term loan B due 2014 - Ba1, LGD2, 15%

Ratings affirmed:

R. H. Donnelley Corporation

  -- Corporate Family rating - B1
  -- PDR: B1
  -- Speculative Grade Liquidity rating -- SGL-1
  -- 8.875% series A-4 senior notes due 2017 -- B3, LGD5, 87%
  -- 6.875% senior notes due 2013 -- B3, LGD5, 87%
  -- 6.875% Series A-1 senior discount notes due 2013 -- B3,
     LGD5, 87%

  -- 6.875% Series A-2 senior discount notes due 2013 -- B3,
     LGD5, 87%

  -- 8.875% Series A-3 senior notes due 2016 -- B3, LGD5, 87%

R.H. Donnelley Inc.

  -- $1,507 million senior secured term loan D due 2011 - Ba1,
     LGD2, 15%

Dex Media East LLC

  -- $100 million senior secured revolving credit facility
     due 2013 -- Ba1, LGD2, 15%

  -- $700 million senior secured delayed draw term loan A due
     2013 -- Ba1, LGD2, 15%

  -- $400 million senior secured delayed draw term loan B due
     2014 -- Ba1, LGD2, 15%

Dex Media West LLC

  -- 9.875% senior subordinated notes due 2013 -- B1, LGD4
     (revised from LGD3), 55%

Dex Media Inc.

  -- 8% senior unsecured global notes due 2013 -- B2, LGD4, 67%
  -- 9% senior discount global notes due 2013 -- B2, LGD4, 67%

Ratings Downgraded:

Dex Media West LLC

  -- 8.5% senior unsecured notes due 2010 -- to B1, LGD3, 44% from
     Ba3, LGD3, 41%

  -- 5.875% senior unsecured notes due 2011 -- to B1, LGD3, 44%
     from Ba3, LGD3, 41%

Ratings affirmed, subject to withdrawal at closing:


Dex Media West LLC

  -- Senior secured revolving credit facility due 2009
  -- Senior secured term loan A due 2009
  -- Senior secured term loan B due 2010
  -- Senior secured term loan B-1 due 2010

R.H. Donnelley Inc.

  -- Senior secured revolving credit facility due 2009

The rating outlook remains negative

The downgrade of Dex Media West LLC's senior unsecured notes is
largely due to the increase in the amount of senior unsecured
operating company notes within the consolidated capital structure
and an offsetting reduction in the junior debt cushion provided to
these noteholders following the retirement of holdco notes, in
connection with the proposed debt exchange.

On May 8, 2008, R.H. Donnelley Inc. offered to exchange a portion
of R.H. Donnelley Corp's outstanding notes for up to $488 million
aggregate principal amount of new senior notes to be issued by
R.H. Donnelley, Inc.  In addition, the company announced its plans
to amend R.H. Donnelley Inc.'s credit facility to loosen financial
covenants and extend the revolver maturity date and refinance Dex
Media West's senior secured credit facility.

The B1 CFR could be downgraded if Donnelley is unable to cut costs
in response to a weakening business environment, if its free cash
flow generation continues to worsen, if it is unable to
successfully defend it market share, if it deploys cash for
purposes other than the repayment of debt, if it faces prospective
covenant default under its financial leverage tests or if the
operating companies are unable to effect dividend sufficient for
the holdco and intermediate holdco to service their debt
obligations.

Headquartered in Cary, North Carolina, R. H. Donnelley is one of
the largest US yellow page directory publishing companies.  The
company reported revenues of $2.6 billion for the FYE Dec. 31,
2007.


ROYALTY PHARMA: S&P Rates Proposed $200MM Unsecured Loan at BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Royalty Pharma Finance Trust's proposed $200 million senior
unsecured term loan due 2015.  Proceeds will be used to
fund the company's future acquisitions.
     
In addition, the Trust increased the size of its senior secured
term loan due 2013 by $100 million, to $2.2 billion.  The 'BBB-'
rating on the loan was affirmed.
     
The corporate credit rating on New York City-based Royalty Pharma
is 'BBB-' and the rating outlook is stable.  The 'BBB-' rating
reflects the company's diverse portfolio of royalty-generating
pharmaceutical assets, the solid sales growth prospects of those
assets, and management's solid track record in conducting
acquisitions.  These strengths are partially offset by Royalty
Pharma's aggressive acquisition pace and financial policies.


Ratings List

Royalty Pharma
Corporate Credit Rating                   BBB-/Stable/--

New Rating

Royalty Pharma Finance Trust
$200 mil sr unsecd term loan B due 2015   BB+

Affirmed Rating

Royalty Pharma Finance Trust
$2.2 bil secd term loan due 2013          BBB-


SATURN VENTURES: Moody's Cuts Baa2 Rating on $20MM Notes to Ba2
---------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Saturn Ventures II, Limited:

Class Description: $50,000,000 Class A-2 Floating Rate Senior
Notes

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

Class Description: $25,000,000 Class A-3 Floating Rate Senior
Notes

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

Class Description: $20,000,000 Class B Floating Rate Subordinate
Notes

  -- Prior Rating: Baa2
  -- 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.


SEA CONTAINERS: Court Delays Decision on Pact Document Disclosure
-----------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware reserved its decision on the request of the
Official Committee of Unsecured Creditors of Sea Containers
Services Ltd., to compel the Official Committee of Unsecured
Creditors of Sea Containers Ltd. to produce certain documents.

The SCSL Committee had asked the Court to compel the SCL Committee
to produce documents that have been withheld on the basis of the
common interest privileges between the SCL Committee and the DIP
lenders or the bondholders.

The Debtors previously asked the Court to approve the pension
scheme agreement between them and the trustees of the two main Sea
Containers Pension Schemes to agree on the amount of their claims
against the Sea Containers estate.

As a result of extensive negotiations that commenced prior to
the bankruptcy filing and have continued throughout these
Chapter 11 cases, the Debtors, their Official Committee of
Unsecured Creditors, and the Trustees agreed to the Settlement
under which the Schemes' claims against the Debtors are fully
resolved.

The SCSL Committee's Document Requests sought to obtain from the
SCL Committee various categories of documents directly relevant
to the issues raised by its objection to the Settlement,
including:

  -- documents relating to the SCL Committee's evaluation and
     analysis of the Pension Schemes' claims;

  -- documents concerning communications between the SCL
     Committee and the Debtors or their creditors about:

     * the Pension Schemes' claims;

     * the SCL Committee's contention that the Pension Schemes
       and the SCSL Committee violated the automatic stay; and

     * set-off rights between the Debtors; and

  -- documents relating to the grounds raised in the objection
     to the Pension Schemes' proofs of claim filed by the SCL
     Committee.

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, said the SCL Committee has not produced, and does
not intend to produce, a privilege log for the documents
withheld based on the common interest privileges it asserted.  
Although the parties did agree that privilege logs need not be
produced for documents withheld based on the attorney-client
privilege or attorney-work product doctrine, reflecting
communications between the committees and their members and
advisors, no agreement was reached with respect to documents
withheld based on a common interest privilege, he continues.

                  Dispute on Common Interests

Mr. Stratton argued that the SCL Committee's assertion that it has
a "common interest" privilege with respect to all communications
between the SCL Committee and two groups of creditors, the DIP
Lenders, and a group of unsecured bondholders represented by
Kramer Levin Naftalis & Frankel LLP, is not supported by law.

Mr. Stratton told Judge Carey that there is no common interest
between the DIP Lenders and the SCL Committee.  He asserted that
the interests of the DIP Lenders, by virtue of their position,
differ significantly from, and potentially conflict with, the
interests of unsecured creditors.  He notes that it was this
divergence in interest that led the U.S. Trustee to remove
certain noteholders, who became DIP Lenders, from the original
SCL Committee.  Hence, he pointed out, the SCL Committee cannot
withhold communications with the DIP Lenders under the guise of
a "common interest" privilege.

Although the SCL Committee and the Bondholders may share a
common commercial interest, that interest alone is insufficient to
give rise to a common interest privilege, Mr. Stratton argued.  He
contends that the SCL Committee cannot demonstrate that it shares
a common legal interest with the Bondholders in opposing the
Debtors' request to approve the settlement regarding the pension
claims.

As a result of the expansive privileges asserted by the SCL
Committee, its entire document production consists of seven
documents, a number of which are duplicates, totaling eleven
pages in the aggregate, Mr. Stratton told the Court.  He noted
that the SCSL Committee, the Sea Containers 1983 Pension Scheme
and the Sea Containers 1990 Pension Scheme have produced more
than 20,000 pages of documents in response to the SCL Committee's
discovery requests.

                Court Wants Privilege Log Produced

Judge Carey directed the SCL Committee to produce to the SCSL
Committee a privilege log identifying all documents that:

   -- were created prior to the filing of the Debtors' request
      for the approval of their settlement agreement with the
      Trustees of the Pension Schemes to settle the Pension
      Claims;

   -- have been withheld on the basis of a common interest
      privilege; and

   -- evidence communications between the SCL Committee and the
      DIP Lenders or the unsecured bondholders represented by
      Kramer Levin Naftalis & Frankel LLP regarding the Pension
      Claims, the question of violation of the automatic stay, or
      the Debtors' Settlement Request.

The Court said that upon review of the privilege log, the SCSL
Committee may seek further relief as necessary with respect to
its request to compel.  The Court has noted that the rights of
objecting parties as to the SCSL Committee's request are
reserved.

With regards the joint request of the SCSL Committee and the
Pension Scheme Trustees for a protective order limiting the scope
of discovery sought by the SCL Committee concerning the
equalization reserve component of the Pension Settlement, Judge
Carey granted the request except the portion limiting the scope
of scheduled depositions.

The Court has directed the Pension Schemes to produce to the SCL
Committee their financial statements for the years 1994 to 1997.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Wants to Supplement Non-Insider Retention Plan
--------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
supplement their existing non-insider retention plan with respect
to certain employees.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Debtors and Towers
Perrin -- the Debtors' compensation consultants -- structured a
narrowly focused retention plan that identified certain non-
insider, critical employees without whom the Debtors believed
they may suffer breakdowns in operating and reporting functions,
which will destroy value for the bankruptcy estates.  

Mr. Brady informs the Court that retention payments were paid in
three separate installments.  The first installment was paid on
Oct. 15, 2007.  An additional one-third installment was paid
on Jan. 15, 2008.  The final one third will be paid at the end
of April 2008.

While the last payment pursuant to the Retention Plan will be
made shortly, due to the unanticipated length of the Debtors'
bankruptcy cases, Mr. Brady relates that the Debtors have
determined they still need to employ seven of the eligible
employees.

Accordingly, the Debtors seek the Court's permission to amend the
Retention Plan with respect to the seven eligible employees.

Under the Amended Retention Plan, the Debtors will make two
additional payments, on July 15, 2008, and October 15, 2008, to
the seven eligible employees.  The total cost of the Amended
Retention Plan will not exceed GBP184,000 or $364,320.

Mr. Brady tells the Court that the seven eligible employees are
experienced and talented employees who are intimately familiar
with the Debtors' business but, at the same time, have other
employment options that must be weighed against continued
employment with the Debtors.  Furthermore, it would be difficult
and expensive for the Debtors to attract and hire qualified
replacements if the seven eligible employees left.  The Debtors
submit that the cost of the Amended Retention Plan, far outweigh
the costs resulting from deterioration of the value of the
Debtors' estates from loss of the seven eligible employees and
the time and expense of recruiting and hiring a replacement
personnel.

The Debtors further ask the Court to place the Amended Retention
Plan under seal, and not be available to anyone other than the
Court, the U.S. Trustee, and the counsel to the Committees.  

Mr. Brady relates that if the confidential information contained
in the Amended Retention Plan is exposed, the Debtors'
competitors may use it to lure the seven eligible employees away
from the Debtors' business by offering enhanced compensation and
bonuses.  "This, in turn, would cause a significant disruption in
the Debtors' operations and may jeopardize the efforts to confirm
and implement a reorganization plan," Mr. Brady concludes.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SUN-TIMES MEDIA: Will Not Cure NYSE Listing Non-Compliance
----------------------------------------------------------
Sun-Times Media Group, Inc. (NYSE: SVN), whose Class A Common
Stock is listed on the New York Stock Exchange, said it has
notified NYSE Regulation, Inc. that the Company does not intend to
attempt to cure its previously announced non-compliance with the
NYSE's continued listing standards relating to average closing
share price and average market capitalization. The Company expects
the NYSE to suspend trading of the Class A Common Stock and to
commence procedures to delist the stock, which the Company does
not intend to appeal. The Company expects to move trading of the
Class A Common Stock to the OTC Bulletin Board, effective upon
delisting from the NYSE.

Cyrus F. Freidheim, Jr., President and Chief Executive Officer,
stated: "It is important to note this decision will not impact the
Company's financial status or organization, nor will it have any
effect on the way we conduct our business, or on the nature of our
existing and future customer and partner relationships. It will
also have no impact on Sun-Times Media Group's previously
announced plan to explore strategic alternatives for the Company."

Mr. Freidheim emphasized that this decision will not affect the
Company's reporting and other obligations under the federal
securities laws and that the Company will continue to report to
shareholders on the same basis it has been. "We remain committed
to achieving the goals we've shared all along: improved operating
performance, resolution of the Company's unique legacy issues, and
exploration of strategic alternatives for the Company."

As reported by the Troubled Company Reporter, on March 26, 2008,
the company was notified by NYSE Regulation Inc. that it was not
in compliance with the NYSE's continued listing standard related
to maintaining a consecutive 30-day average closing price for its
Class A common stock of at or above $1.00 per share.

Under NYSE rules, the company has six months to bring its share
price and 30-day average closing price above $1.00, during which
time the company's Class A common stock will continue to be listed
on the NYSE.  

On April 4, 2008, Sun-Times Media was notified by NYSE Regulation
that it is not in compliance with the New York Stock Exchange's
continued listing standards because over a consecutive 30 trading
day period the company's average total market capitalization was
less than $75 million and the company's most reported
shareholders' equity was below $75 million.

Under applicable NYSE procedures, the company had 45 days from the
receipt of the notice to submit a plan to the NYSE to demonstrate
its ability to achieve compliance with the continued listing
standards within 18 months.  The company said that time that
intends to submit a plan that will demonstrate compliance with the
listing standards within the required time frame.

                   About Sun-Times Media Group

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN) -
- http://www.thesuntimesgroup.com/-- is dedicated to being the
premier source of local news and information for the greater
Chicago area.  Its media properties include the Chicago Sun-Times
and Suntimes.com as well as newspapers and Web sites serving more
than 200 communities throughout the Chicago area.

Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B) --
http://www.hollingerinc.com/-- which owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

As reported in the Troubled Company Reporter on April 3, 2008,
Sun-Times Media Group Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $791.6 million in total assets and
$866.6 million in total liabilities, resulting in a total
stockholders' deficit of $75.0 million.


SHARPS CDO: Moody's Slashes Aaa Rating on $600MM Notes to Ba1
-------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Sharps CDO II Ltd.:

Class Description: $600,000,000 Class A-1 Senior Secured Floating
Rate Notes due 2046

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

Class Description: $100,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2046

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

Class Description: $60,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $82,000,000 Class B Senior Secured Floating
Rate Notes due 2046

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $52,000,000 Class C Senior Secured Deferrable
Interest Floating Rate Notes due 2046

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

Class Description: $34,000,000 Class D-1 Senior Secured Deferrable
Interest Floating Rate Notes due 2046

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

Class Description: $27,000,000 Class D-2 Senior Secured Deferrable
Interest Floating Rate Notes due 2046

  -- Prior Rating: B1, 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.


STACK 2007-1: Moody's Chips Notes Ratings to C from Ca
------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings of three classes of notes
issued by Stack 2007-1 Ltd.:

Class Description: $600,000,000 Class A1A Floating Rate Notes Due
2047

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

Class Description: $150,000,000 Class A1B Floating Rate Notes Due
2047

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

Class Description: $150,000,000 Class A2 Floating Rate Notes Due
2047

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

Additionally, Moody's downgraded ratings of these notes:

Class Description: $225,000,000 Class A3 Floating Rate Notes Due
2047

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

Class Description: $151,000,000 Class A4 Floating Rate Notes Due
2047

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

Class Description: $68,000,000 Class B Deferrable Floating Rate
Notes Due 2047

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

Class Description: $46,000,000 Class C Deferrable Floating Rate
Notes Due 2047

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

Class Description: $45,000,000 Class D Deferrable Floating Rate
Notes Due 2047

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

Class Description: $10,000,000 Class E Deferrable Floating Rate
Notes Due 2047

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

Stack 2007-1, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  On
December 17, 2007 the transaction experienced an event of default
caused by a failure of the Principal Coverage Ratio relating to
the Class A Notes to equal or exceed 88%, as required under
Section 5.1(d) of the Indenture dated May 3, 2007.  That event of
default is continuing. Also, Moody's has received notice from the
Trustee that it has been directed by a majority of the controlling
class to declare the principal of and accrued and unpaid interest
on the Secured Notes to be immediately due and payable.

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

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the ratings of the Class A1A,
A1B, and A2 Notes issued by Stack 2007-1, Ltd. are on review for
possible further action.


STURGIS IRON: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Sturgis Iron & Metal Co., Inc. delivered to the United States
Bankruptcy Court for the Western District of Michigan its
schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                         $0
   B. Personal Property            $23,363,626    
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $56,423,149
      Secured Claims
   E. Creditors Holding                             2,784,272
      Unsecured Priority
      Claims
   F. Creditors Holding                            37,139,318
      Unsecured Nonpriority
      Claims

                                   -----------    -----------
      TOTAL                        $23,363,626    $96,346,739

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc. sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.

The company filed for chapter 11 protection on Apr. 4, 2008
(Bankr. W.D. Mich. Case No. 08-02966).  Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage,
Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss,
P.C. represent the Debtor in its restructuring efforts.  The
Debtor selected Kurtzman Carson Consultants LLC as claims agent.  
The U.S. Trustee for Region 9 appointed an Official Committee of
Unsecured Creditors in this case.


SUNCREST LLC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Suncrest LLC delivered to the United States Bankruptcy Court for
the District of Utah its schedules of assets and liabilities
disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $44,471,476
   B. Personal Property             $9,586,446    
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $44,471,476
      Secured Claims
   E. Creditors Holding                                45,000
      Unsecured Priority
      Claims
   F. Creditors Holding                            10,813,175
      Unsecured Nonpriority
      Claims

                                   -----------    -----------
      TOTAL                        $54,057,922    $55,329,651

Based in Draper, Utah, SunCrest, L.L.C. fka DAE/Westbrook LLC --
http://www.suncrest.com-- develops master planned community   
located in the Traverse Ridge in Draper in both Salt Lake and Utah
Counties.  At present, approximately 2,452 homes sites remain  
available out of 3,903 sites.  The company holds a majority of the
representative positioms with the SunCrest Home Owners
Association. The company has spent at least $102 million on land
development in the aggregate, pursuant to court documents.

The Debtor filed chapter 11 protection on April 11, 2008 (Bankr.
D. Utah Case No. 08-22302) with Judge William T. Thurman
presiding.  John E. Mitchell, Esq., P. Beth Lloyd, Esq., and
William L. Wallander, Esq., at Vinson & Elkins L.L.P., represent
the Debtor.  


TABAER INC: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: TABaer, Inc.
             aka Jones Shipley Xpress
             aka JSX
             16125 Business Pkwy.
             Hagerstown, MD 21742

Bankruptcy Case No.: 08-16116

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        JSH Transportation Services, LLC           08-16280

Type of Business: The Debtors provide transportation and trucking
                  services.  See http://www.jsxpress.com/

Chapter 11 Petition Date: May 1, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtors' Counsel: John Douglas Burns, Esq.
                  Email: burnslaw@burnslaw.algxmail.com
                  6303 Ivy Lane, Ste. 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780

TABaer, Inc's Financial Condition:

Estimated Assets:         Less than $50,000

Estimated Debts:  $1 million to $10 million

A. TABaer, Inc. did not file a list of its largest unsecured
   creditors.

B. JSH Transportation Services, LLC's 15 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sovereign Bank                 bank loan             $1,551,403
100 W. Washington St.
Hagerstown, MD 21740

Quarles Fuel Network                                 $86,879
1701 Fall Hill Ave., Ste. 300
Fredericksburg, VA 22401

Key Equipment Finance          trade debt            $68,419
P.O. Box 74713
Cleveland, OH 44194-0796

Warehouse & Terminal                                 $37,972
Properties

RLI Insurance Co.                                    $37,903

Bowman Sales & Equipment                             $18,004

Pilot Corp.                                          $15,622

Ryder Transportation Services                        $15,118

Auto Electric                                        $11,803

American Interstate Insurance                        $10,828
Co. 24759

Comdata                                              $8,732

Central Truck & Trailer                              $8,221

Donald B. Rice                 trade debt            $5,463

Penske Truck Leasing Co., LP                         $3,268

Tigers Eye                                           $2,515


TAHERA DIAMOND: To Cut Staff at Jericho Mine; Gets Bid for Assets
-----------------------------------------------------------------
Tahera Diamond Corporation reiterates that it intends to satisfy
the alternative information guidelines recommended by Ontario
Securities Commission Policy 57-603 and Canadian Securities
Administrators Staff Notice 57-301.

The Company has completed processing at the Jericho Mine. The
processing plant and mine infrastructure are now being prepared
for a period of care and maintenance. It is expected that this
exercise will take a number of weeks to complete. Staff at the
mine will be reduced to a level that will meet the care and
maintenance work requirements. A final diamond valuation will be
completed in May 2008, which will contain diamonds recovered from
the cut-off date for the April valuation to the end of the
processing.

As previously announced, on January 16, 2008, Tahera entered into
protection under the Companies' Creditors Arrangement Act (CCAA).
The stay period under the court order extends to June 30, 2008. As
discussed in the biweekly update of April 25, 2008 the Company was
seeking expressions of interest in respect of its business and
assets by April 28, 2008 pursuant to the Court ordered Marketing
Process. The Company has received a number of preliminary
expressions of interest and these are in the process of being
analyzed. It is expected that a number of parties will be invited
to participate in the next stage of the Marketing Process.

At this time there is no certainty as to the outcome of the
Marketing Process. Accordingly, it is unclear whether or not there
will be any value for holders of Tahera's common shares at the
conclusion of the CCAA proceedings.

                       About Tahera Diamond

Tahera Diamond Corporation (TSX: TAH) -- http://www.tahera.com/--
is a Canadian owned diamond mining company.  Tahera's wholly-owned
Jericho project, commencing commercial production in early 2006,
represents Canada's third, and Nunavut's first, diamond mine.

On Jan. 16, 2008, Tahera obtained an order from the Ontario
Superior Court of Justice granting Tahera and its subsidiary
protection pursuant to the provisions of the CCAA.  Tahera sought
protection under CCAA, as its current cash flows and cash on hand
would not allow it to meet its current obligations and its
obligations with respect to the 2008 winter road resupply.  The
Court extended until June 30, 2008, the stay it granted to Tahera
under the Companies' Creditors Arrangement Act.


TAZLINA FUNDING: Moody's Slashes Ratings on Notes to C
------------------------------------------------------
Moody's Investors Service has downgraded ratings of five classes
of notes issued by Tazlina Funding CDO I, Ltd., and left on review
for possible further downgrade the rating of two of these classes.
The notes affected by rating action are:

Class Description: $1,320,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due September 2046

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

Class Description: $85,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due September 2046

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

Class Description: $42,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due September 2046

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

Class Description: $11,000,000 Class C Fourth Priority Mezzanine
Secured Deferrable Floating Rate Notes due September 2046

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

Class Description: $23,500,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes due September 2046

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on April 23, 2008, of an event of default
that occurs when the Class A/B Overcollateralization Ratio fails
to equal or exceed 98 per cent, as described in Section 5.1(i) of
the Indenture dated June 1, 2006.

Tazlina Funding CDO I, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.

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

The rating downgrades taken today reflect the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.  The
severity of losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued
following the event of default.  Because of this uncertainty, the
ratings assigned to the Class A-1 Notes and Class A-2 Notes remain
on review for possible further action.


TERRA INDUSTRIES: Good Performance Cues Fitch to Lift Ratings
-------------------------------------------------------------
Fitch has upgraded the Issuer Default Ratings and outstanding debt
ratings of Terra Industries, Inc. and its subsidiaries as:

Terra Industries
  -- IDR to 'BB' from 'B+';
  -- Convertible preferred shares to 'BB-' from 'B-/RR6'.

Terra Capital
  -- IDR to 'BB' from 'B+';
  -- Senior unsecured notes to 'BB' from 'B+/RR4'.

Terra Nitrogen, L.P.
  -- IDR to 'BB' from 'B+'.

Fitch has also affirmed these bank loan ratings:

Terra Capital
  -- Senior secured credit facility at 'BB+';

Terra Nitrogen, L.P.
  -- Senior secured credit facility at 'BB+'.

The Rating Outlook remains Positive.  In accordance with Fitch's
published methodology, the Recovery Ratings on all issues of Terra
will no longer be published.

The rating upgrade is driven by last year's performance which is
being repeated this year and has resulted in a substantial
accumulation of cash.

At the heart of Terra's good fortunes is a growing worldwide
demand for corn and wheat, the U.S. mandate to increase the
production of ethanol as a fuel supplement, and the low value of
the U.S. dollar.  The latter has established the U.S. as a low
cost producer of ammonia and nitrogen fertilizers once again while
working to support prices which are being raised by overseas
imports for 66% of the nitrogen fertilizers used annually in the
U.S. Terra's average realizations for ammonium nitrate in the
first quarter of this year are 37% higher than last year, and
operating income, which grew six-fold year over year in 2007, is 2
1/2 times higher in first-quarter comparisons.  Cash flow from
operations is up 137% in the first quarter with cash and
equivalents of $817 million more than double long-term debt of
$330 million.

There are no obvious near-term headwinds to deter Terra's
performance, the basis for the Positive Outlook.  The nearest
capacity additions which could influence prices are not scheduled
to come on-stream until 2010.  Petitions are being made to the EPA
to ease ethanol requirements and lower corn prices; however, this
is not likely to have an immediate or serious impact on nitrogen
fertilizer prices and would not unwind Terra's financial progress
to date.

Fitch does anticipate that pressure will mount to reward
shareholders.  Terra repurchased $87 million worth of stock last
year and has just refreshed its authorization to buy back an
additional ten million shares and has declared a $.10 quarterly
dividend.  A further upgrade in Terra's ratings could accompany a
good outlook for the 2008/09 growing season but will depend on how
much cash Terra spends and for what purpose.

Terra Industries is a major North American fertilizer company.
Terra earned $883 million in EBITDA in 2007 on approximately
$2.6 billion in revenues.  Terra manufactures anhydrous ammonia,
urea, ammonium nitrate, urea ammonium nitrate and methanol.  Terra
owns roughly 75% of Terra Nitrogen Company, L.P. which runs the
second largest UAN production facility in North America.


THE O'BRYAN CO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The O'Bryan Co., Inc.
        aka Zinfandel Pharmacy
        aka Pacific West Healthcare Supply
        aka Pacific West Healthcare Supply Pharmacy
        5145 Golden Foothill Pkwy., Ste. 180
        El Dorado Hills, CA 95762

Bankruptcy Case No.: 08-25810

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

Chapter 11 Petition Date: May 2, 2008

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Aristides G. Tzikas, Esq.
                  3638 American River Dr.
                  Sacramento, CA 95864
                  Tel: (916) 978-3434

Estimated Assets: $1 million to $10 million

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sigma Supply & Distribution    vendor & supplier     $75,375
701 W. Harvard St.
Glendale, CA 91204

Kendall Healthcare Products    vendor & supplier     $73,433
Co.
Dept. 0823
P.O. Box 120001
Dallas, TX 75312

Internal Revenue Service       federal income taxes  $59,461
Insolvency Group Two
4330 Watt Ave., SA 5357
North Highlands, CA 95660

Gulf South                     vendor & supplier     $58,016

Cardinal Health                vendor & supplier     $57,430

Medline Industries, Inc.       vendor & supplier     $42,002

American Express               vendor & supplier     $38,881

McKesson                       vendor & supplier     $38,351

MMS                            vendor & supplier     $34,154

Independent Pharmacy Group     vendor & supplier     $21,912

United Parcel Service          vendor & supplier     $16,260

Matheny, Sears, et al.         vendor & supplier     $15,625

Ross Products                  vendor & supplier     $13,117

California Overnight           vendor & supplier     $11,595

Valley Wholesale Drug          vendor & supplier     $11,539

Ceres Strategies, Inc.         vendor & supplier     $10,068

J&S Jackson Center, LLC        vendor & supplier     $8,376

Invacare Supply Group          vendor & supplier     $7,735

State Farm Insurance           vendor & supplier     $7,639

Nestle U.S.A.                  vendor & supplier     $5,924


TORO ABS: Moody's Lowers Rating C from Ba1 on 17,600 Pref Shares
----------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
TORO ABS CDO I, LTD.:

Class Description: $895,000,000 Class A First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2042

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

Class Description: $76,000,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2042

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

Additionally, Moody's downgraded these notes:

Class Description: $15,000,000 Class C Third Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2042

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

Class Description: 17,600 Preference Shares with an Aggregate
Liquidation Preference of $17,600,000

  -- Prior Rating: Ba1
  -- Current Rating: C

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


TRIARC COMPANIES: Posts $68MM Net Loss in Quarter Ended March 31
----------------------------------------------------------------
Triarc Companies Inc., the parent company of the Arby's restaurant
system, reported the results of operations for fiscal first
quarter ended March 30, 2008.

Net income declined $74.6 million to a loss of $67.5 million in
the first quarter of 2008 from net income of $7.1 million in the
first quarter of 2007.  This decline is attributed to the
investment loss.

Selected balance sheet data at March 30, 2008, showed total
stockholders' equity of $363.5 million compared to $448.8 million
in December 2007.  

As of March 30, 2008, there were a total of 3,694 Arby's
restaurants in the system, including 1,156 company-owned and 2,538
franchised locations.

Other significant corporate highlights include:

   * Signing of definitive merger agreement with Wendy's
     International Inc. for an all stock transaction in which
     Wendy's shareholders will receive 4.25 shares of Triarc's
     Class A Common Stock for each share of Wendy's common stock;
     and

    * Distribution of Deerfield Capital Corp. common stock to
      Triarc stockholders.

                   Merger Agreement With Wendy's

On April 24, 2008, Triarc disclosed a definitive merger agreement
with Wendy's for an all stock transaction in which Wendy's
shareholders will receive 4.25 shares of our Class A Common Stock
for each share of Wendy's common stock they own.  

Under the agreement, Triarc stockholders will also be asked to
approve the conversion of each share of Triarc Class B Common
Stock, Series 1, into one share of Triarc Class A Common Stock,
resulting in a post-merger company with a single class of common
stock.

The transaction is subject to regulatory approvals, customary
closing conditions and the approval of both Triarc stockholders
and Wendy's shareholders.  There can be no assurance that
shareholder and other approvals will be obtained or that the
merger will be consummated.

The transaction is expected to close in the second half of 2008.
Triarc and Wendy's expect to file with the Securities and Exchange
Commission a joint proxy/prospectus statement in the next few
weeks.

                      Deerfield Distribution

On Dec. 21, 2007, Triarc completed the sale of its stake in
Deerfield & Company LLC, an asset management business, to DFR.
Based on a decline in the market price of the 9.8 million shares
of DFR common stock the company received in connection with its
sale of the asset management business to DFR, the company
concluded that the carrying value of our DFR investment was
impaired.

On March 11, 2008, Triarc's board of directors approved the
distribution of DFR common stock to Triarc stockholders and on
April 4, 2008, the DFR stock was distributed to holders of record
of Class A Common Stock and Class B Common Stock on March 29,
2008.

                     Sale-Leaseback Obligations

A significant number of the underlying leases for the company's
sale-leaseback obligations and its capitalized lease obligations,
well as its operating leases, require or required periodic
financial reporting of certain subsidiary entities or of
individual restaurants, which in many cases has not been prepared
or reported.  

The company has negotiated waivers and alternative covenants with
it most significant lessors which substitute consolidated
financial reporting of its restaurant business for that of
individual subsidiary entities and which modify restaurant level
reporting requirements for more than half of the affected leases.  

As of March 30, 2008, the company was not in compliance, and
remain not in compliance, with the reporting requirements under
those leases for which waivers and alternative financial reporting
covenants have not been negotiated.  

None of the lessors has asserted that the company is in default of
any of those lease agreements.

                   About Triarc Companies Inc.

Triarc Companies Inc. (NYSE: TRY.B or TRY) --
http://www.triarc.com/-- is a holding company and, through its   
subsidiaries, is the franchisor of the Arby's restaurant system
and the owner of approximately 94% of the voting interests,
64% of the capital interests and at least 52% of the profits
interests in Deerfield & Company LLC, an asset management firm.   
The Arby's restaurant system is comprised of approximately 3,600
restaurants, of which, as of Dec. 31, 2006, 1,061 were owned and
operated by the company's subsidiaries.

Deerfield & Company LLC, through its wholly-owned subsidiary,
Deerfield Capital Management LLC, is a Chicago-based asset manager
offering a diverse range of fixed income and credit-related
strategies to institutional investors with about $13.2 billion
under management as of Dec. 31, 2006.

                   
TRIBUNE COMPANY: Appoints Mark Shapiro to Board of Directors
------------------------------------------------------------
Tribune Company elected Mark Shapiro, a native Chicagoan, to the
company's board of directors.  Mr. Shapiro is president and chief
executive officer of Six Flags Inc., a position he has held since
December 2005.

"[Mr. Shapiro] is a great addition to the board," Sam Zell, the
company's chairman and chief executive officer, said.  "This
company's been on a roller coaster ride the last few years -- who
better to help guide us into the future than a guy in charge of
amusement parks?  [Mr. Shapiro] has great experience in
broadcasting and entertainment and knows how to reach audiences --
he's smart and innovative.  Besides, we're hoping he'll cut us a
break on season passes to Six Flags!"

Mr. Shapiro has helped Six Flags grow its entertainment portfolio,
leading the company's acquisition of 40% of Dick Clark productions
in 2007.  Prior to joining Six Flags, Mr. Shapiro served as
executive vice president and programming and production at ESPN,
responsible for the development and scheduling of all programming
on ESPN, ESPN2 and its affiliate networks.  Mr. Shapiro was
elected at Tribune's regularly scheduled board meeting held May 7.

In other business, the board also elected Gary Weitman as senior
vice president and corporate relations.  Mr. Weitman joined
Tribune in 2000 as vice president and corporate communications.  
He oversees internal and external communication, including media
and investor relations, employee communications, and Tribune's
internal and external websites.

                   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.


TRUMP ENTERTAINMENT: S&P Chips Corp. Credit Rating to B- from B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Atlantic
City-based Trump Entertainment Resorts Holdings L.P.; the
corporate credit rating was lowered to 'B-' from 'B'.  The rating
outlook is negative.
     
In addition, the issue-level rating on the company's 8.5% senior
secured second-lien notes was lowered to 'CCC+' from 'B'.  The
recovery rating on the notes was revised to '5', indicating the
expectation for modest (10% to 30%) recovery in the event of a
payment default, from '4'.

"The ratings downgrade reflects our expectation for continued
challenges to TER's business position, resulting largely from
ongoing competitive pressures from operators in Pennsylvania and
New York," explained Standard & Poor's credit analyst Ben Bubeck.
     
Furthermore, a partially complete expansion at Harrah's Atlantic
City and the near-term opening of the Water Club expansion at the
Borgata are expected to put additional pressure on TER's
operations.  Overall economic weakness is also playing a role in
the decline of gaming revenues in the Atlantic City market, as it
is in most other U.S. gaming markets.  These factors have driven
a meaningful deterioration of TER's credit metrics over the past
several months.
     
While S&P expect TER to realize some level of return on recent
additions and refurbishments to its properties, and from the new
782-room tower at Trump Taj Mahal expected to open in phases
beginning around Labor Day, the company's cash flow cushion
relative to its debt service obligations is limited.  EBITDA
generated during the 12 months ended March 31, 2008, approximated
interest expense.  If EBITDA declines do not stabilize, TER's
ability to meet its debt service obligations in 2009 will be
strained, even if the company achieves a solid return on its
ongoing capital investments.
     
The 'B-' rating reflects TER's small portfolio of casino assets,
which rely exclusively on cash generated in the highly competitive
Atlantic City market, high debt leverage, and limited liquidity.  
While S&P expect ongoing capital spending to enhance TER's
competitive position, gaming revenues in the Atlantic City market
have trended downward nearly every month since January 2007, and
there will likely be additional competition coming online in both
Pennsylvania and New York over the intermediate term.


UNITED RENTALS: Moody's Affirms B1 Rating on Sr. Unsecured Debt
---------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to United Rentals
(North America), Inc.'s new $1.0 billion senior secured credit
facility, affirmed the ratings of its other debt instruments --
senior unsecured at B1, senior subordinate at B3, and affirmed the
rating for the Quarterly Income Preferred Securities issued by
United Rentals Trust I at B3.  United Rentals, Inc.'s existing
rating of Ba1 for its senior secured credit facility was not
affected by these rating actions and will be withdrawn once the
new senior secured credit facility closes.

Moody's maintains the B1 corporate family and probability of
default ratings for United Rentals, but has relocated them to
United Rentals (North America), Inc. level as United Rentals, Inc.
will not have any rated debt outstanding upon closing of the
proposed senior secured credit facility.  Moody's is also
maintaining the speculative grade liquidity rating of SGL-2.  The
outlook remains stable.

United Rentals, Inc. is a holding company that conducts its
operations through United Rentals (North America), Inc. and its
subsidiaries.  URI's B1 corporate family rating reflects its
leading competitive position in the North American equipment
rental industry.  URI's moderate leverage profile, scale and high
regional diversification represent credit positives.  For the
twelve months ended March 2008, URI's key credit metrics (as
adjusted per Moody's Methodology) were: debt/EBITDA 2.6x;
EBIT/interest expense 3.0x; and, EBITDA/interest expense of 5.5x.

These strengths are balanced against the slowing of the non-
residential construction end markets which Moody's expects will
weaken over the balance of 2008 and into 2009.  The B1 corporate
family rating also reflects the potential for URI to pursue
shareholder enhancing activity.

Additionally, URI remains subject to various SEC investigations
and shareholder lawsuits related to its past accounting
irregularities.  Moody's believes that the company has made
significant progress in resolving these outstanding issues.  
Moody's notes that URI is now subject to other shareholder
lawsuits principally focusing on the acquisition of URI by
Cerberus and the ensuing breakdown in negotiations.

The stable outlook reflects URI's solid credit metrics, good
liquidity, and the progress the company has made in resolving its
outstanding issues with the SEC and shareholder lawsuits.

These ratings/assessments were affected by this action:

United Rentals, Inc.:

The SGL-2 speculative grade liquidity rating and the B1 corporate
family and probability of default ratings were relocated to the
United Rentals (North America), Inc. level.  Previously, United
Rentals, Inc. was a named borrower under the revolving credit
facility.  However, United Rentals, Inc. is not a named borrower
under the proposed senior secured credit facility, and the ratings
have been relocated to the United Rentals (North America), Inc.
level in accordance with Moody's standard rating practices.

United Rentals (North America), Inc:

  -- Corporate family rating at B1;
  -- Probability of default rating at B1;
  -- $1.0 billion senior secured revolving credit facility due
     2013 assigned at Baa3 (LGD2, 11%);

  -- $1.0 billion senior unsecured notes due 2012 affirmed at B1,
     but its loss given default assessment is changed to LGD3
     (42%) from LGD3 (45%);

  -- $525 million senior subordinated notes due 2013 affirmed at
     B3 but its loss given default assessment is changed to
     (LGD5, 80%) from LGD5 (81%);

  -- $375 million senior subordinated notes due 2014 affirmed at
     B3 but its loss given default assessment is changed to
     (LGD5, 80%) from LGD5 (81%); and,

  -- $144 million convertible notes due 2023 affirmed at B3 but
     its loss given default assessment is changed to (LGD5, 80%)
     from LGD5 (81%);

United Rentals Trust I:

  -- $146 million Quarterly Income Preferred Shares ("QUIPS") due
     2028 affirmed at B3 (LGD6, 96%).

United Rentals, Inc., located in Greenwich, CT, is the world's
largest equipment rental company operating approximately 670
rental locations throughout the United States, Canada and Mexico.  
The company maintains over 2,900 classes of rental equipment
having an original equipment cost of $4.2 billion.  Revenues for
the twelve months ended March 2008 totaled about $3.6 billion.


VERMEER FUNDING: Moody's Cuts Securities Rating to B1 from Ba2
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Vermeer Funding, Ltd:

Class Description: Class C Mezzanine Secured Floating Rate Notes
due 2039

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

Class Description: Combination Securities due June 3, 2039

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

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


VERNON APARTMENTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vernon Apartments, Ltd.
        dba The Arbors
        4705 Ranch View Rd.
        Fort Worth, TX 76109

Bankruptcy Case No.: The Debtor owns and manages apartments.

Type of Business: 08-42065

Chapter 11 Petition Date: May 5, 2008

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Julie C. McGrath, Esq.
                  Forshey & Prostok, LLP
                  777 Main St., Ste. 1290
                  Ft. Worth, TX 76102
                  Tel: (817) 877-8855
                  Email: jcm@forsheyprostok.com
                  http://www.forsheyprostok.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Dept. of Agriculture      promissory note;      $942,000
Rural Dev.                     value of security:
Attn: Bryan Daniel             $436,000
101 South Main Federal Bldg.
Ste. 102
Temple, TX 76501

Sabine Valley Group            management fee        $28,605
4705 Ranch View Rd.
Ft. Worth, TX 76109

Home Depot Supply, Inc.        service               $13,330
4850 S.W. Loop 820
Ft. Worth, TX 76109

Wilbarger CAD                  taxes                 $11,012

Stewart Catlin & Lillard PC    service               $4,575

Lou Ann Montey & Associates,   service               $3,976
PC

City of Vernon                 utilities             $2,544

Dixie Carpet Installations,    service               $2,025
Inc.

George Morgan & Sneed, PC      service               $1,950

WTU Retail Energy              service               $1,871

Shiplet Plumbing               service               $1,642

General Electric               service               $931

E&A Services, Inc.             service               $875

Vernon Daily Record            service               $864

Cole Pest Control              service               $360

Red River Ranch Supply         service               $322

Wood Printing Co.              service               $224

Coble-Burdette Mechanical,     service               $166
Inc.

Birch Telecom of Texas, Ltd.   telephone             $103

Deluxe Business Checks &       check order           $56
Solutions


VICORP RESTAURANT: Gets Final OK to Use Wells Fargo's $60MM Loan
----------------------------------------------------------------
The Hon. Kevin Gross of the United States Bankruptcy Court for
the District of Delaware authorized VICORP Restaurants Inc. and
VI Acquisition Corporation to obtain, on a final basis, up to
$60 million debtor-in-possession credit facility with Wells Fargo
Foothill Inc., as lender, arranger and administrative agent, and
Ableco Finance LLC, as lender.

As reported in the Troubled Company Reporter on April 7, 2008,
Judge Gross gave the Debtors permission to use, on an interim
basis, up to $17,500,000 under a $60,000,000 DIP financing from
the lenders.

The Debtors owed the lenders $37,732,088 -- inclusive of
outstanding letters of credit of $7,365,139 -- plus accrued
interest --  as of April 1, 2008.  The Debtors also incurred
roughly $15,000,000 in unpaid trade debt to their suppliers and
other vendors.

Access to the DIP facility will terminate on April 14, 2010.

The lenders' DIP loan will incur interest at a rate equal to 6%
per annum plus 5.50%, or 3% per annum plus 7.50%.  Furthermore,
the Debtors agree to pay a host of fees to the lenders, including
a closing fee of $500,000.

The postpetition loan agreement contains conditional and customary
events of default.  The DIP lien is subject to a carve-out for
payment to professional advisors to the Debtors and statutory
committee appointed in these cases, and the U.S. Trustee of Court
fees.

Kimberly E. C. Robinson, Esq., at Reed Smith LLP in Wilmington,
Delaware, said the lenders' DIP loan is secured by lien on and
security interests in substantially all of the Debtors' assets.

The facility will be used to finance Debtors' liquidity during the
Chapter 11 reorganization process, adds Ms. Robinson.

Among other things, Judge Gross also approved the Debtors'
requests to:

   -- continue payment of salaries, wages and health and welfare
      benefits to employees as normal;

   -- pay vendors for post-petition goods and services provided on
      or after April 3, 2008; and,

   -- continue honoring customer programs and policies, including
      those pertaining to direct mail coupons, gift cards and
      special promotional programs.

Reed Smith LLP represents the Debtors as legal advisor, and Piper
Jaffrey & Co. as their financial advisor.

                      About VICORP Restaurants

Headquartered in Denver, Colorado, VICORP Restaurants Inc. and VI
Acquisition Corp. -- http://www.vicorpinc.com/-- owns and   
operates 306 restaurants in 25 states and were the franchisor for
93 restaurants operated under the name of Village Inn or Bakers
Square, as of April 1, 2008.  The Debtor closed 56 of their
company-owned restaurants before April 2, 2008, in attempt to
eliminate the underperforming locations.

The Debtors employed approximately 12,750 employees -- comprised
of 7,500 part-time workers and 5,250 full-time employees.  The
total personnel was reduced to 11,000 employees as of the Debtors'
bankruptcy filing, due primarily to the closure of the
restaurants.

The companies 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, represent the Debtors in their restructuring
efforts.  

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million and
$500 million.


VIRGIN MOBILE: In Negotiations with Helio LLC on Possible Merger
----------------------------------------------------------------
Virgin Mobile USA Inc. and Helio LLC are in advanced merger talks
that could result in a deal, The Wall Street Journal reportes
citing people familiar with the matter.

The companies expect that a merger would help diversify the types
of customers they target, WSJ relates.  

WSJ cites Michael Nelson, a telecom analyst at Stanford Financial
Group., as saying that both Virgin and Helio have faced
difficulties.  

According to Mr. Nelsen, Virgin, which markets prepaid plans
popular with lower-income customers, is pressed by rising  
competition from other low-end providers such as Leap Wireless
International Inc. and MetroPCS Communications Inc., as well as
the economic downturn, which has hit less affluent customers like
Virgin's especially hard.  Their customers are purchasing fewer
minutes, WSJ notes.

Virgin, which has 5.1 million subscribers, disclosed lower first-
quarter results, its profit dropped 75% to $4.8 million, compared
with $19.2 million a year earlier, the WSJ report adds.  Its
October initial public offering was a failure, with Virgin shares
dropping from $15 to $3.16 as of May 9 composite trading on the
New York Stock Exchange, WSJ adds.

The report states that Helio, which sells high-end handsets and
services, tend to be more expensive and data-intensive, appeals to
younger, tech-savvy consumers.  WSJ states that it has high
average revenue per user of more than $85 per month, but only a
few hundred thousand subscribers.  WSJ says that Helio is
expecting a full-year net loss of $340 million to $360 million.  

According to WSJ, the discussions focused on the consolidation
pressure among mobile virtual-network operators, which resell
wireless service from larger wireless carriers, as the wireless
market nears saturation.  

WSJ quotes Ranjan Mishra, president of research firm ESS Analysis,
as saying: "Since they both offer wireless service on Sprint
Nextels Corp.'s network, it would also be relatively easy to merge
them from an operational standpoint.  But serving Virgin's prepaid
customers and deeper-pocketed Helio subscribers could present
marketing and technical challenges.  These two customers are
distinct, and their requirements are different."

WSJ, citing Kevin Roe, a telecom analyst, notes that Virgin has
previously expressed interest in consolidating other mobile
resellers.  But Mr. Roe questioned Virgin's timing, saying the
market would be more confident after a stronger quarter, WSJ says.  
WSJ adds that Mr. Roe stated that for now Virgin must stick to
their knitting before they pursue opportunities like Helio.

                          About Helio LLC

Helio LLC -- http;//www.helio.com/ -- is a joint venture between
SK Telecom (NYSE: SKM), Korea's mobile communications company, and
EarthLink (NASDAQ: ELNK), an Internet service provider.

                  About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of  
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

At March 31, 2008, the company's balance sheet showed total
assets                                 
of $259.1 million and total liabilities of $668.6 million,
resulting in a total stockholders' deficit $409.5 million.


VIRGIN MOBILE: March 31 Balance Sheet Upside-Down by $409 Million
-----------------------------------------------------------------
Virgin Mobile USA Inc.'s balance sheet at March 31, 2008, showed
total assets of $259.1 million and total liabilities of
$668.6 million, resulting in a total stockholders' deficit
$409.5 million.

The company reported net income of $4.7 million for the quarter
ended March 31, 2008, which was lower compared to net income of
$19.2 million for the same period in 2007.  

The $2.1 million accrual for payments under the company's tax
receivable agreements has contributed to the decline in net
income.  While net income declined from the first quarter 2007,
the company was able to produce continued profitability while
increasing its marketing investment by an incremental $7.5 million
year over year.

Virgin Mobile USA's continued profitability reflects the growth of
its customer base, and the company expects to produce growth in
profitability for the full year 2008.

"We executed against our business plan in the first quarter,
delivering a strong start to the year," Dan Schulman, chief
executive officer, Virgin Mobile USA, said.  "While the current
economic environment presents challenges, our business performed
above our expectations, producing strong profitability and cash
flow, even as we increased our marketing spend by $7.5 million
year over year, to support the launch of our new voice and data
plans.

"We believe our new service plans, which will be in all of our
channels by the end of the second quarter, represent some of the
best value available to wireless consumers," Mr. Schulman added.  
"These offers provide compelling value and present a clear choice
for consumers.  Early indications are positive, with our monthly
plans representing 38% of gross additions for the new offers in
April, and average ARPU on the new monthly plans of approximately
$40."

"I'm also pleased we will be substantially increasing our retail
footprint with both new and existing retail partners in the months
ahead," Mr. Schulman continued.  "These include increased
expansion into independent wireless retail through American
Wireless stores, our planned launch into over 900 new Sears
locations, and increased penetration and retail space with our
largest retail partner."

"We believe this expansion, in combination with the launch of our
new offers, represents a strong incremental growth opportunity for
Virgin Mobile USA in the second half of the year, and we remain
confident in our estimates for the full year 2008," Mr. Schulman
concluded.

Free cash flow for the quarter totaled $10.4 million, a decline
from $14.3 million from the first quarter of 2007.  The decline in
free cash flow in the first quarter 2008 was caused by lower top
up streams associated with a decline in consumer spending within
the current economic environment, which was in line with company
expectations for the quarter.

Capital expenditures for the first quarter of 2008 were
$6.2 million, compared to $5.3 million for the first quarter of
2007, reflecting continuing investment, although at a lower level
than the competition.  Interest expense for the first quarter was
$9.3 million, down from $13.6 million in the first quarter of
2007.

"Our business performed well in the first quarter 2008, and we
continue to generate strong cash flow to service our debt and fund
the growth of our business, John Feehan, chief financial officer
of Virgin Mobile USA commented.  "We believe there is a great deal
of opportunity for growth in the second half of the year."

As of March 31, 2008, the company had over 5.1 million customers,
an increase of 4.5% over March 31, 2007.

Average revenue per user, or ARPU, for the first quarter was
$19.93, reflecting a decline from the prior year's first quarter
ARPU of $22.41, well as a stabilization of declining usage trends
in the prepaid base experienced during the fourth quarter 2007.

This decline was the result of lower customer usage of the
traditional prepaid plans, which the company attributes in part to
a migration of its higher-spending prepaid customers to monthly
hybrid offers.  ARPU continues to be supported by sales of Virgin
Mobile USA's monthly hybrid plans, which offset declining usage on
the traditional prepaid side within a challenging economic
environment.

                  About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of  
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.


VITAMIN SHOPPE: Moody's Holds B3 Rating; Changes Outlook to Pos.
----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of Vitamin
Shoppe Industries, Inc. to positive from stable and affirmed the
existing ratings (corporate family rating at B3).  The change in
outlook to positive reflects the company's continued solid sales
growth (both from comparable store sales growth and new store
earnings) which has produced earnings growth and improvement in
the company's credit metrics.

The B3 corporate family rating continues to reflect Vitamin
Shoppe's weak credit metrics, aggressive financial policies, and
small scale.  The rating category also incorporates that the
company's competitive position as the number three stand alone
vitamin, mineral and nutritional supplement retailer and that the
company's profitability lags the average for its industry peer
group.  The rating also incorporates the ongoing challenges in
matching changing consumer preferences for non-core VMS products
and the potentially adverse impact of the occasional product-
safety issues associated with the vitamin, mineral, and
nutritional supplement industry.

The rating is supported by several positive qualitative elements
of the company's franchise such as its established market niche as
offering a wide and deep VMS selection, the relative lack of cash
flow seasonality, and two years of solid comparable store sales
growth.

The positive outlook reflects Moody's expectation that the
company's credit metrics are likely to modestly improve to levels
supporting a higher rating category over the next twelve months as
a result of continued sales growth.  In addition the positive
outlook reflects Moody's expectation that the company will
maintain adequate liquidity and generate break even free cash
flow.

These ratings are affirmed:

  -- Corporate family rating at B3;
  -- Probability of default rating at B3;
  -- Senior secured notes at B3 (LGD3, 49%).

Vitamin Shoppe Industries, Inc., headquartered in North Bergen,
New Jersey, retails vitamins, minerals, and nutritional
supplements through direct marketing (catalogue and internet) and
341 stores located in 31 states.  The company is wholly owned by
affiliates of Bear Stearns.  Revenues for the fiscal year ended
Dec. 29, 2007 were nearly $538 million.


VOLUME SERVICES: Moody's Slashes CF Rating to Caa1 from B3
----------------------------------------------------------
Moody's Investors Service downgraded Volume Services America,
Inc.'s Corporate Family Rating to Caa1 from B3, senior secured
credit facility rating to B3 from B2 and Probability of Default
rating to Caa1 from B3.  Concurrently, the company's Speculative
Grade Liquidity rating was lowered to SGL-4 from SGL-3.  The
rating outlook is negative.

The downgrade of the Corporate Family Rating to Caa1 reflects
Moody's belief that on a run-rate basis that VSA's credit metrics
and liquidity profile are more indicative of a Caa rating and will
likely remain weak over the extended period as the company
continues to face challenges in stabilizing its margin and
improving its cash flow.  Moody's expects that the unfavorable
economic outlook such as slowdown in business activities at
convention centers, the loss of company's largest client -- the
Yankee Stadium, and ever-intensifying competition among
concessionaire operators will continue to weigh on its operating
performance and cash flow generation.

In addition, VSA's already weak cash flow is further exacerbated
by its significant upfront capital expenditure to maintain or
acquire contract rights as well as the increasingly burdensome
dividend and interest distribution under its Income Deposit
Security.  Therefore, Moody's estimates that the company's
negative free cash flow will persist in the coming year even after
taking into account the potential dividend suspension on IDS, and
the borrowing under its revolving credit facility is likely to
increase from its current level, which could result in weaker
credit metrics more commensurate with a Caa rating category.

"Despite the fact the VSA's revenues grew by almost 9% in 2007,
its margin declined considerably during the same period as it has
become more expensive and capital intensive to acquire new
contracts or to renew existing contracts in part due to fierce
competition and commodity cost inflation, among other factors,"
Commented Moody's analyst John Zhao.

The downgrade of the liquidity rating to SGL-4 from SGL-3 reflects
the company's weakening liquidity position, as Moody's anticipates
that VSA's operating cash flow will likely not be sufficient to
fund its working capital fluctuation, maintenance and growth
capital expenditure and debt service requirement on its credit
facilities as well as the IDS subordinated notes over the next
twelve months.  While the company has planned that it will cut
back on dividend in the near term, Moody's expects that the
negative free cash flow trend will more than offset any cash freed
up from reduced dividend distribution.  Therefore, VSA may need to
increase drawing under its revolving credit facility to supplement
the cash shortfalls.  

However, the company has limited cushion under its financial
covenants. Moody's cautions that continued weak operating
performance and aggressive borrowing under the revolver to fund
IDS distribution will not only result in higher leverage, but
could also jeopardize the company's relationship with its senior
lenders.  The company's ratings may therefore be further
downgraded if the company has difficulty in obtaining bank waivers
in the event that it trips its covenants.

The negative outlook encompasses VSA's limited prospects in
improving its performance and cash flow in light of the on-going
operating challenges and a capital structure that is misaligned
with the company's growth strategy.  The outlook also reflects
concern regarding the company's liquidity position.

These ratings are affected:

  -- Corporate Family Rating -- downgraded to Caa1 from B3
  -- Probability of default rating -- downgraded to Caa1 from B3
  -- $215 million senior credit facilities -- downgrade to B3
     (LGD3, 35%) from B2 (LGD3, 34%)

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

Rating Outlook -- revised to Negative from Stable

Moody's does not rate the subordinated notes due 2013 that were
issued by Centerplate -VSA's parent company.

Volume Services America, Inc. is the rated subsidiary of
Centerplate, Inc. which operates concession, catering and
merchandise services in sports facilities, convention centers and
other entertainment facilities.  Centerplate, the ultimate parent
of Volume Services, Inc. and Service America Corporation, has its
principal executive office in Stamford, Connecticut and a
corporate office in Spartanburg, South Carolina.  Through these
subsidiaries, Centerplate generated revenues totaling
approximately $741 million during fiscal 2007.


WATERFORD GAMING: S&P Holds 'BB-' Rating; Revises Outlook to Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Waterford Gaming LLC to negative from stable.  Ratings on the
company, including the 'BB-' issuer credit rating, were affirmed.
     
The outlook revision stems from a similar action on Mohegan Tribal
Gaming Authority (MTGA; BB-/Negative/--).  Waterford relies solely
on distributions from MTGA, which are linked to gross revenues at
Mohegan Sun to service its debt obligations; as a result, its
default risk and, therefore, the issuer credit rating, are
directly linked to the default risk and issuer rating of MTGA.  
The issuer rating on Waterford would never be higher than that
on MTGA.
     
"The 'BB-' rating reflects the reasonably stable revenue stream
from the operations of the Mohegan Sun Casino, operated by MTGA,"
said Standard & Poor's credit analyst Melissa Long.  "Partly
offsetting this is Waterford Gaming's high debt level and its
reliance on a single property for its cash flow."
     
Waterford Gaming is a wholly owned subsidiary of Waterford Group
LLC.  Since Waterford Gaming is not a bankruptcy remote entity,
the ratings for this company also take into consideration the
credit quality of its parent.


WCI COMMUNITIES: Posts $84 Million Net Loss in 2008 First Quarter
-----------------------------------------------------------------
WCI Communities Inc. reported on Wednesday its results for the
first quarter of 2008.

For the three months ended March 31, 2008, the company reported a
net loss of $84.1 million, compared with a net loss of
$15.8 million in the first quarter of 2007.

Revenues for the first quarter of 2008 were $137.1 million,
compared with $338.2 million for the first quarter of 2007, a
59.5% decrease.  

The company disclosed that aggregate number of gross new
Traditional and Tower Homebuilding orders increased by 6.0% to
335; however, the aggregate number of net new orders for the
quarter declined 22.8% to 183, as contract cancellations and
defaults at closing continued at higher than long-term historical
rates.  The aggregate value of the net new orders for the quarter
fell 49.8% over the same period a year ago to $78.3 million.

"We experienced a sequential lift in traffic and new orders during
the first quarter in Florida reflecting seasonal patterns, but saw
a dramatic drop in traffic and new orders in the Northeast and
Mid-Atlantic", said Jerry Starkey, president and chief executive
officer.  "In Florida we wrote 97 new orders for Tower units
compared to only 11 during the same quarter last year, but in most
instances the prices were significantly discounted.  Even with the
sequential increase, Traditional Homebuilding gross and net orders
in Florida were down 5.6% and 21.0% year-over-year.  

"Over ninety percent of our Florida Traditional Homebuilding new
orders were spec sales, with very few purchasers paying the
premium for 'to-be-built' homes", Starkey continued.  "Beyond the
seasonal lift in Florida, there are no signs that demand has
firmed - many potential purchasers continue to sit on the
sidelines afraid of falling prices and the direction of the
economy.  Our primary focus continues to be on reducing costs and
generating cash to pay down debt."

                     Traditional Homebuilding

First quarter 2008 revenues for Traditional Homebuilding,
including lot sales, fell 56.7% to $92.7 million from
$214.2 million for the first quarter of 2007.  The company closed
170 homes compared with 306 for the same period a year ago.
Florida revenues totaled $73.9 million, or 79.7%, of total
Traditional Homebuilding revenues during the first quarter of 2008
versus $137.3 million, or 64.1%, for the first quarter of 2007.

Revenues from WCI's Northeast Division accounted for 13.0% of
Traditional Homebuilding revenues during the first quarter of 2008
versus 27.7% during the same period a year ago and the company's
Mid-Atlantic Division accounted for 7.7% and 8.2% for the first
quarters of 2008 and 2007, respectively.

Gross margin as a percentage of revenue for Traditional
Homebuilding decreased to 0.4% for the first quarter of 2008 from
16.6% a year ago.  The year-over-year decrease was due to lower
margins achieved on the sale of finished spec inventory and also
due to $6.9 million of impairment charges during the first quarter
of 2008, which were primarily related to backlog orders that
cancelled and as a result were marked down to the values of
comparable units as they were returned to inventory.  

Excluding the impact of the impairment charge, the gross margin
was 7.8%.  Spec home closings accounted for 82.0% of the closings
during the quarter and produced an average gross margin percentage
of revenue of 4.7%.

Traditional Homebuilding backlog at March 31, 2008, was
$165.9 million, down 73.7% from $631.3 million at the end of the
first quarter of 2007.  The average projected gross margin in
backlog at the end of the quarter was approximately 14.0%.

                        Tower Homebuilding

For the three months ended March 31, 2008, revenues in Tower
Homebuilding decreased 95.6% to $3.3 million from $74.0 million
for the same period a year ago.  A total of 56 Tower units were
closed during the quarter from our inventory of completed and
unsold units representing $50.5 million of revenue.  In addition,
$4.4 million of revenue resulted from backlog units still under
construction using the percentage of completion method, and
$3.8 million resulted from retained deposits from defaults.

Lastly, 52 units previously accounted for under the percentage of
completion method defaulted during the period resulting in revenue
reversals of $55.4 million which offset the revenue amounts
discussed above.  Only one tower was under construction and
recognizing revenue during the first quarter of 2008 compared to
11 towers under construction and recognizing revenue during the
first quarter of 2007.

Tower Homebuilding gross margin as a percentage of revenue was
negative for the quarter due to the impact of defaulted units,
default reserve increases and other cost adjustments, compared to
1.1% for the three months ended March 31, 2007.  Gross margin from
spec closings during the quarter totaled $9.1 million, or 19.0%,
which was offset by the impact of a reversal of $14.0 million of
gross margin from defaulting units.

Tower Homebuilding backlog at March 31, 2008 totaled
$36.9 million, a 76.9% decrease from the $159.4 million backlog at
March 31, 2007.

                       Real Estate Services

Revenues for the Real Estate Services Division for the first
quarter of 2008 were $17.3 million, a 32.3% decrease from the
$25.6 million recorded for the same period a year ago.  The
decline was primarily due to the continued slow market for new and
resale homes during the quarter.  Transactions for Prudential
Florida WCI Realty declined 15.8% over the same period a year ago.
Gross margin as a percentage of revenue for the period was 1.3%
compared with 8.2% in the first quarter of 2007.

                        Amenities Division

Revenues for the Amenities Division for the first quarter 2008
were $22.6 million, which was equal to revenue for the same period
a year ago.  Gross margin as a percent of revenue increased to
12.4% for the first quarter of 2008 versus 5.3% in the first
quarter of 2007.

                     Other Income and Expense

Other income and expense in the first quarter included a
$9.5 million non-cash mark-to-market charge on the interest rate
swap agreement that the company entered into in December 2005 to
hedge against interest rate fluctuations on its senior variable
rate bank debt.

Selling, general, and administrative expenses including real
estate taxes declined $7.4 million to $39.5 million for the first
quarter, versus $46.9 million a year ago, due to cost reductions
in salaries and benefits, as well as reductions in sales and
marketing expenses.  As a percentage of revenue, SG&A increased to
28.8%, up from 13.9% in the first quarter of the previous year
largely due to lower revenues including the impact of revenue
reversals from the 52 tower unit defaults discussed above, which
lowered overall revenue by $55.4 million.

Net interest expense of $30.5 million for the quarter was
$14.1 million or 86.4% higher than the first quarter of 2007
primarily due to less interest capitalized as fewer projects are
under development.

Income tax expense was $200,000 for the first quarter of 2008
compared to a benefit of $10.5 million for the same period last
year.  The income tax benefit generated through the company's
operating loss in the first quarter of 2008 would have been
approximately $26.0 million; however, pursuant to FAS 109, the
company was required to fully reserve against this benefit as all
recognizable tax benefit under current tax law was recorded at
Dec. 31, 2007.

            Cash Flow/Financial Position/Balance Sheet

For the three months ended March 31, 2008, net cash generated from
operating and investing activities totaled $66.4 million compared
with $94.6 million in the same period a year ago.

The company amended its senior secured tower construction facility
(the "Tower Loan") on March 17, 2008.  The amendments provide for
consistencies with the governing provisions of, as well as cross
collateralization on a subordinate basis with the Term Loan and
Revolving Credit Facility.  In addition, the amendment also
restricts the company from requesting future advances from the
Tower Loan, which is consistent with the company's de-leveraging
strategy and the upcoming maturity of the facility in December
2008.

The ratio of net debt to net capitalization increased to 83.3%
compared with 65.5% at March 31, 2007, and increased from 80.5% at
Dec. 31, 2007.  As of March 31, 2008, excluding $53.4 million in
letters of credit, the company had approximately $192.4 million
available commitments under its senior secured credit facility
which was further limited by borrowing base availability which was
an estimated $115.0 million at March 31, 2008, plus $48.5 million
of cash and cash equivalents.

At March 31, 2008, the company's consolidated balance sheet showed
$2.6 billion in total assets, $2.2 billion in total liabilities,
$28.2 million in minority interests, and $336.6 million 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?2bbd

                     Going Concern Disclaimer

Ernst & Young LLP, in Miami, expressed substantial doubt about WCI
Communities Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  

Holders of the company's $125.0 million, 4.0% Contingent
Convertible Senior Subordinated Notes due 2023 have an option of
requiring the company to repurchase the convertible notes at a
price of 100.0% of the principal amount on Aug. 5, 2008.  Pursuant
to certain amendments in the company's revolving credit facility  
and Senior Term Loan Agreement, the company will need to have
sufficient liquidity after giving effect to, on a pro forma basis,
the repurchase of the convertible notes.

The company does not anticipate having sufficient liquidity to
satisfy bank covenant liquidity tests.  If the company is unable
to obtain an amendment or waiver, issue exchange securities, or
otherwise satisfy its obligations to repurchase the convertible
otes, the convertible note holders would have the right to
exercise remedies specified in the Indenture, including
accelerating the maturity of the convertible notes, which would
result in the acceleration of substantially all of the company's
other outstanding indebtedness.  

In addition, if the company is determined to be in default on the
convertible notes, it may be prohibited from drawing additional
funds under the revolving credit facility, which could impair its
ability to maintain sufficient working capital.

                      About WCI Communities

WCI Communities Inc. (NYSE: WCI) -- http://www.wcicommunities.com/
-- named America's Best Builder in 2004 by the National
Association of Home Builders and Builder Magazine, has been
creating amenity-rich, master-planned lifestyle communities since
1946.  Florida-based WCI caters to primary, retirement, and
second-home buyers in Florida, New York, New Jersey, Connecticut,
Maryland and Virginia.  

The company offers traditional and tower home choices with prices
from the high-$100,000s to more than $10.0 million and features a
wide array of recreational amenities in its communities.  In
addition to homebuilding, WCI generates revenues from its
Prudential Florida WCI Realty Division, and title businesses, and
its recreational amenities, as well as through land sales and
joint ventures. The company currently owns and controls
developable land on which the company plans to build over 15,000
traditional and tower homes.

The company operates in three principal business segments: Tower
Homebuilding, Traditional Homebuilding, which includes sales of
lots, and Real Estate Services, which includes real estate
brokerage and title operations.  

                          *     *     *

WCI Communities Inc. still carries Moody's Caa2 corporate family
and Caa3 senior subordinate ratings.  Outlook is negative.


WELLMAN INC: Says CRO Necessary to Avoid DIP Facility Default
-------------------------------------------------------------
Wellman Inc. and its debtor-affiliates slam the objection of the
Official Committee of Unsecured Creditors to the proposed
employment of Conway, Del Genio, Gries & Co., LLC, as chief
restructuring officer, saying that it is required by the $225
million DIP facility.

"If the [Debtors] fail to do so, [they] will be in default under
the DIP facility, and their ability to continue operating their
business in chapter 11 will be jeopardized," says Jonathan Henes,
Esq., at Kirkland & Ellis LLP, in New York.

As reported in the Troubled Company Reporter on April 28, 2008,
the Debtors' Official Committee of Unsecured Creditors told the
U.S. Bankruptcy Court for the Southern District of New York that
the Debtors do not need a chief restructuring officer since they
already have a sufficient management team, two large firms and a
major investment bank, to help them operate their business, run
their bankruptcy cases, and sell assets.

The TCR previously reported that the the Debtors sought authority
from the Court to employ Conway, Del Genio, Gries & Co., LLC, to
provide restructuring management services.  The Debtors stated it
selected CDG because of its long-standing reputation in assisting
companies through complex financial restructuring, including
Chapter 11 cases.  Since CDG was founded, it has advised on over
90 restructuring and interim management transactions.  The panel
says that retaining a chief restructuring officer at the cost of
$125,000 a month, where administrative insolvency is a distinct
possibility makes little sense.

Mr. Henes says that the employment of Conway may impose   
additional costs on the Debtors' estates, however, the benefits
of having a seasoned CRO in-house outweighs the costs.

"The terms of Conway's engagement are designed to ensure that the
benefits outweigh the costs.  The Debtors have engaged only a few
of Conway's professionals, it is being paid a fixed monthly fee
rather than charging hourly rates, and there is no success fee
component of its engagement," Mr. Henes points out.

With regards to the Creditors Committee's assertion that Conway's
services will not benefit all creditors, and will duplicate the
efforts of other professionals retained by the Debtors, Mr. Henes
assures the Court that they are monitoring the services provided
by the various  professionals to avoid duplication.

                           About Wellman

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets
packaging         
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WORLD HEART: Could Default on $5 Mil. Convertible Promissory Note
-----------------------------------------------------------------
On May 2, 2008, World Heart Corp. learned that its potential
primary investor may not be able to give  assurance of commitment
to allow the company to access capital to meet current financing
needs.  This information resulted in the company making the
determination that its available cash would be insufficient to pay
the company's obligations as they become due, which constitutes an
event of default under the company's secured convertible
promissory note in the amount of $5.0 million issued on Dec. 11,
2007 to Abiomed, Inc.

Since January 2008, World Heart has aggressively pursued various
financing alternatives to raise additional capital, including
through equity financing transactions and corporate
collaborations, in order to continue operations.  At April 30,
2008, the company had cash and cash equivalents of approximately
$500,000, and current liabilities of approximately $2.6 million.

This event of default under the note results in the outstanding
principal balance of the note, together with accrued but unpaid
interest and any other amounts owing under the Abiomed note
documents, becoming immediately due and payable to Abiomed.  The
note is secured by security agreements entered into by the company
and the company's wholly owned subsidiary, World Heart, Inc., in
favor of Abiomed, that grant a security interest in all of their
respective assets.  Abiomed could exercise its remedies under law
and under the security agreements, including foreclosing on the
assets of the company and WHI.  An event of default also permits
Abiomed to terminate the clinical and marketing support services
agreement.

The company has an immediate need for additional capital in order
to satisfy its obligations and to continue operations.  The
company continues to aggressively pursue various financing
alternatives but its efforts to raise additional capital have not
been successful as of the date of this report.  The company
estimates that it has cash available to continue operations only
through the latter part of May 2008.  If the company is unable to
secure additional funding, it will be forced to take extraordinary
business measures which could include filing for bankruptcy,
ceasing operations and liquidating assets.

                 Board Director Majteles Resigns

On May 5, 2008, the company was informed by Robert J. Majteles
that he is resigning from the Board of Directors and all of the
committees of the Board, effective immediately.  The company
intends to reconstitute all of the committees of the Board, such
that Mr. William C. Garriock, Dr. Michael Estes and Mr. Gary
Goertz, the three remaining independent directors, will be members
of each of the committees.

                Annual Shareholders' Meeting Results

On April 29, 2008, the company held its Annual Meeting of
Shareholders where proposals for shareholders' vote were presented
for these purposes:

   (1) to receive and to consider the company's audited
       consolidated financial statements for the year ended
       Dec. 31, 2007, that have been prepared in accordance with
       generally accepted accounting principles in the United
       States, together with the report of the auditors thereon;

   (2) to elect directors to serve until the next annual meeting   
       of the shareholders or until their successors are elected
       or appointed, unless the office is vacated earlier;

   (3) to appoint Burr, Pilger & Mayer LLP as independent auditors
       of the company and to authorize the directors to fix their
       remuneration; and

   (4) to approve conversion of the secured promissory note in the
       principal amount of up to $5,000,000, previously issued to
       Abiomed convertible at Abiomed's option into the company's
       common shares at $1.748948 per share, subject to
       adjustments, including any conversion of interest owed, and
       approval of the exercise of a five year warrant to purchase
       up to 3,400,000 common shares of the company, exercisable
       at $0.01 per share, issued to Abiomed in connection with
       the secured promissory note.

The election of directors, the appointment of the auditors and the
conversion of the note and exercise of the warrant issued to
Abiomed were carried by a majority of the votes at the meeting in
person or by proxy.

                       About World Heart

Headquartered in Oakland, California, World Heart Corporation
(NASDAQ: WHRT, TSX: WHT) -- http://www.worldheart.com/ --    
develops mechanical circulatory support systems with broad-based
next-generation technologies.  The company has additional
facilities in Salt Lake City, Utah and Herkenbosch, Netherlands.

                          Going Concern

As reported in the Troubled Company Reporter on April 5, 2007,
PricewaterhouseCoopers LLP expressed substantial doubt about World
Heart Corporation's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm pointed to
the company's recurring losses for the years ended Dec. 31, 2006,
and 2005.  


XL CAPITAL: Earns $211.9 Million in 2008 First Quarter
------------------------------------------------------
XL Capital Ltd. reported net income available to ordinary
shareholders for the quarter ended March 31, 2008, of
$211.9 million, compared with $549.7 million for the quarter ended
March 31, 2007.  The reduction in net income of $337.8 million is
due primarily to:

  -- a decrease in net income from investment affiliates of
     $107.1 million

  -- net realized losses on investments of $102.3 million, as
     compared to a gain of $9.3 million in the prior year quarter

  -- a decrease in underwriting profit from Property and Casualty
     operations of $52.4 million

  -- an increase in foreign exchange losses of $44.2 million

  -- a decrease in net income from financial operating affiliates
     of $39.6 million

Net income excluding net realized gains and losses for the first
quarter of 2008 was $276.9 million for the prior year quarter.

Annualized return on ordinary shareholders' equity was 9.9% and
22.7% for the three months ended March 31, 2008, and 2007,
respectively.  Return on ordinary shareholders' equity, based on
net income excluding net realized gains and losses was 12.9% and
22.3% for the three months ended March 31, 2008, and 2007,
respectively.

Commenting on the current quarter results, president, chief
executive officer and acting chairman Brian M. O'Hara said:
"Although XL is steadily navigating through some extremely
difficult global credit market conditions, which is reflected in
our lower investment performance relative to the outstanding
results in the prior year quarter, we have still achieved another
solid performance from our Insurance, Reinsurance, and Life
operations."

Total operating expenses were $263.8 million for the first quarter
2008, a decrease from $280.5 million in the prior year quarter.
The decrease is primarily due to the inclusion of $24.1 million of
operating expenses of SCA in the prior year quarter.

                        Segment Highlights

A) Insurance

Underwriting profit for the quarter ended March 31, 2008, was
$40.7 million compared with $116.8 million in the prior year
quarter.  Included in the current quarter's underwriting results
is net favorable prior year development of $17.3 million, as
compared with $20.2 million in the prior year quarter.

Gross premiums written increased 3.1% primarily due to higher
levels of long-term agreements, positive foreign exchange
movements, favorable customer retention, and selective writing of
new business.  These increases have been partially offset by the
decline in premium rates across most lines and lower premiums from
the run off of ICAT.

Net premiums earned decreased 4.1% mainly as a result of an
increase in ceded premiums of $41.0 million related to the
purchase of an adverse development cover related to the company's
Lloyd's operations.

The combined ratio was 96.7% compared with 89.2% for the prior
year quarter.  The loss ratio excluding the impact of net prior
year development for the current and prior year quarter was 69.6%
and 63.5%, respectively.  The increase in the loss ratio reflects
an increase in property risk and catastrophe losses in the current
quarter relative to the prior year quarter, as well as the effect
of the decline in premium rates.

B) Reinsurance

Underwriting profit for the quarter ended March 31, 2008, was
$67.4 million compared with $43.6 million for the prior year
quarter.  Included in the current quarter's underwriting results
is net favorable prior year development of $49.7 million, as
compared with $44.5 million in the prior year quarter.

Gross premiums written decreased by 22.0% due principally to
selective treaty cancellations and competitive market conditions.  
Favorable foreign exchange movements offset the impact of timing
differences on certain large contracts.

Net premiums earned decreased marginally by 0.4% primarily due to
lower net premiums written in previous quarters that have been
partially offset by the earned impact of the decrease in the
cession rate to Cyrus Re.

The combined ratio was 87.8% compared with 92.0% in the prior year
quarter.  The loss ratio excluding the impact of net prior year
development for the current and prior year quarter was 67.2% and
71.9%, respectively.  The decrease in the loss ratio is due mainly
to a lower level of property catastrophe losses in the current
quarter relative to the prior year quarter that included Windstorm
Kyrill.

C) Life Operations

Gross premiums written were $235.0 million compared with
$213.3 million in the prior year quarter.  The contribution to
earnings from life operations was $27.4 million as compared with
$23.1 million in the first quarter last year, due mainly to
business growth, higher net investment income and favorable
foreign exchange movements.

D) Investment Operations

Net investment income from P&C operations, excluding investment
income from Structured Products, decreased 2.0% from the prior
year period to $308.0 million primarily due to lower investment
yields.  Net income from investment affiliates was $11.8 million
in the first quarter of 2008 compared with $118.9 million in the
first quarter of 2007.  Net income from investment manager
affiliates was $12.9 million as compared with $37.4 million for
the prior year period.

Net realized losses on investments were $102.3 million in the
current quarter.  This includes charges of $114.8 million for
"other than temporary impairments."

Net unrealized losses on investments, net of tax, were
$1.4 billion at March 31, 2008, compared with net unrealized
losses, net of tax of $332.5 million at Dec. 31, 2007.  The
increase in net unrealized losses of $1.1 billion for the quarter
was substantially due to continuing widening credit spreads on
corporate and structured credit investments, and unfavorable
foreign exchange rate movements, partially offset by declines in
interest rates.

Total investments available for sale decreased from $36.3 billion
at Dec. 31, 2007, to $32.2 billion at March 31, 2008, due mainly
to asset sales to fund the redemption of the company's muni-GIC
liabilities.

                        Operating Expenses

Total operating expenses were $263.8 million for the first quarter
2008, a decrease from $280.5 million in the prior year quarter.
The decrease is primarily due to the inclusion of $24.1 million of
operating expenses of SCA in the prior year quarter.

                         Exchange Losses

The quarter ended March 31, 2008, includes a foreign exchange loss
of $67.7 million as compared with a loss of $23.6 million in the
prior year quarter.  The current quarter loss is primarily driven
by the significant decline of the U.S. Dollar against most
European currencies.  The overall impact of foreign exchange
movement has been accretive to shareholders' equity, as the
foreign exchange loss in the current quarter was more than offset
by currency translation gains.

                           Other Items

The quarter ended March 31, 2007, included $23.5 million of net
income from SCA as a consolidated subsidiary and $11.1 million of
income from XL's share of earnings from Primus Guaranty Ltd
("Primus").  The current quarter includes a charge of $4.8 million
related to the unwinding of the discounted loss reserves ceded by
SCA and no equity earnings from SCA or Primus.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$54.8 billion in total assets, $45.5 million in total liabilities,
$1.6 million in minority interest in equity of consolidated
subsidiaries, and $9.3 million in total shareholders' 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?2bbe

                         About XL Capital

Headquartered in Bermuda, XL Capital Ltd (NYSE: XL) --  
http://www.xlcapital.com/-- through its operating subsidiaries,  
is a leading provider of global insurance and reinsurance
coverages to industrial, commercial and professional service
firms, insurance companies and other enterprises on a worldwide
basis.  

                           *     *     *  

As reported in the Troubled Company Reporter on April 3, 2008,
Last week, Fitch downgraded XLCA's Insurer Financial strength
rating to 'BB' and removed the IFS from Rating Watch Negative.


* S&P Says Telecom Competition Pressures Industry Players
---------------------------------------------------------
The days of neat divisions in telephone and cable service are
over.  Customers now get television from a telephone company,
phone service from a cable operator, and broadband Internet
connections from both.
     
While this competition may be good for subscribers in most
respects, it's creating challenges across all U.S. telecom
sectors, according to a report released by Standard & Poor's
Ratings Services.
     
The report, "Issuer Ranking: Competition Is Heating Up Across U.S.
Telecom Sectors," shows that the fierce battle between
telecommunications and cable companies for the residential
customer is well underway as Verizon Communications Inc. and AT&T
Inc.'s growing video subscriber counts demonstrate.  Most major
cable operators continue to report a flat to modestly eroding
video customer base.
     
The trends Standard & Poor's see emerging portend generally good
prospects for wireless companies for the rest of 2008.
     
"We note that the recent two-notch downgrade of Sprint Nextel
Corp. did not connote weak wireless industry conditions, rather it
reflected post-merger operational problems pertaining only to that
company," said Standard & Poor's credit analyst Richard Siderman.  
"In contrast to the favorable outlook for the overall wireless
industry, we see a rougher road for the pure-play wireline
carriers."
     
Cable television, too, is clearly feeling the impact of
competition from satellite and, increasingly, telephone companies,
and a mature pay-TV base.
     
Although rating and outlook actions since year-end 2007 were mixed
overall, with roughly equal amounts of negative and positive
rating actions, they belie the underlying reality that heightened
competition, particularly resulting from alternative technologies,
means that no player in any telecommunications or cable sector is
guaranteed long-term business stability.


* S&P Lowers Ratings on 251 Classes of US RMBS from 89 Transaction
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 251
classes of U.S. residential mortgage-backed securities from 89
transactions backed by prime jumbo loan collateral issued in 2005.  
S&P removed 79 of the lowered ratings from CreditWatch with
negative implications.  In addition, S&P placed two ratings on
CreditWatch negative.  Finally, S&P affirmed its ratings on two
classes and removed them from CreditWatch negative and affirmed
its ratings on 3,719 other outstanding U.S. prime jumbo RMBS
classes issued in 2005.  

All of the ratings that were removed from CreditWatch were placed
on CreditWatch on March 17, 2008.  The classes affected by the
negative rating actions represent an issuance amount of
approximately $860.755 million, or about 0.480% of the par amount
of U.S. RMBS transactions backed by prime jumbo mortgage loans
rated by Standard & Poor's in 2005.

Standard & Poor's is currently reviewing its rated collateralized
debt obligation transactions, asset-backed commercial paper
conduits, and structured investment vehicle and SIV-lite
structures with exposure to these U.S. prime jumbo RMBS classes to
determine whether any ratings are adversely affected by these
rating actions.

                 2005 Prime Jumbo Rating Actions

The downgrades and CreditWatch placements reflect S&P's opinion
that projected credit support for the affected classes is
insufficient to maintain the ratings at their previous levels,
given its current projected losses.

Loss Assumptions

S&P are currently projecting lifetime losses of approximately
0.29%-0.34% of the original principal balance for the 2005-vintage
U.S. prime jumbo mortgages collateralizing Standard & Poor's rated
securities.  S&P calculated individual transaction projections by
multiplying the current foreclosure amount by the rate of change
that the foreclosure curve forecasted for the upcoming periods.   
Due to current market conditions, S&P are assuming that it will
take approximately 18 months to liquidate loans in foreclosure and
approximately eight months to liquidate loans categorized as real
estate owned.

S&P are assuming a loss severity of 23% for these U.S. prime jumbo
RMBS transactions.  Finally, S&P assumed that the loans that are
currently REO would be liquidated in equal amounts over the first
eight periods and then added that amount to the projected loss
from foreclosures.

S&P used the 1999 prime jumbo vintage as our benchmark default
curve to forecast foreclosures the 2005 vintage.  The 1999 vintage
experienced the most stress of any issuance year over the past 10
years (excluding years since 2005) in terms of foreclosures.  S&P
expect the losses for the 2005 vintage to significantly exceed
those experienced for the 1999 vintage; however, in S&P's opinion,
the timing of the losses, and therefore the shape of the loss
curve, is more likely to be similar to that of 1999 than to any
subsequent issuance year.

The lowered ratings reflect S&P's assessment of the
creditworthiness of each class and its ability to withstand
additional credit deterioration.  In order to maintain a rating
higher than 'B', a class had to absorb losses in excess of the
base case assumption S&P used in its analysis.  For example, one
prime jumbo class may have to withstand 150% of our projected loss
assumption in order to maintain a 'BB' rating, while a different
class may have to withstand losses of approximately 200% of its
base case loss assumption to maintain a 'BBB' rating.  Each class
that has an affirmed 'AAA' rating can generally withstand
approximately 350% of our projected loss assumptions under S&P's
analysis.

The rating actions announced resolve all of the CreditWatch
placements taken March 17, 2008, on the 2005 U.S. prime jumbo RMBS
vintage.  The CreditWatch placements affect two 'AAA' rated
certificates.  Standard & Poor's will assess whether further
rating actions are warranted by considering available credit
enhancement for the certificates relative to the projected
losses during the timeframe S&P expect the certificates to be
outstanding.
  
              Factors Driving U.S. RMBS Rating Actions
  
Monthly performance data reveals that delinquencies and
foreclosures continue to increase for the 2005 vintage.  As of the
April 25, 2008, distribution date, serious delinquencies (90-plus
days, foreclosures, and REOs) on all U.S. prime jumbo RMBS
transactions issued during 2005 were 1.49%, up 53.61% since
December 2007.  During the same period, cumulative realized losses
had increased to 0.04% from 0.02%.
  
In reviewing the 2005 prime jumbo RMBS transactions, we employed
the surveillance assumptions announced on Jan. 15, 2008, which are
described in "U.S. RMBS Surveillance, CDO Of ABS Assumptions
Revised Amid Defaults, Negative Housing Outlook."  S&P believe
that the application of expected lifetime losses has become
appropriate as the depth and duration of the housing downturn
continue to increase.  S&P lowered its ratings on those classes
with expected lifetime losses that exceeded the credit enhancement
available to 'CCC'.

In addition, S&P lowered its ratings on many of the 2005-vintage
certificates that were previously rated 'B' and 'CCC' and its
ratings on various pools with high levels of severely delinquent
loans to 'CC', as its analysis revealed that these classes have a
greater likelihood of default in the near future.  The extent to
which S&P adjusted the ratings was based on its view of each
class' ability to withstand losses in excess of our projections.

Table 1 details the classes with ratings lowered and ratings
placed on CreditWatch negative as a percentage of the original
balance of the total issuance amount affected ($860.755 million).
  
                              Table 1
                 2005-Vintage U.S. Prime Jumbo RMBS
                Total actions (%) by original balance

          Rating      Downgrades    CreditWatch negative
          ------      ----------     -------------------
          AAA               0.00                    5.02
          AA+               0.74                    0.00
          AA               15.25                    0.00
          AA-               0.25                    0.00
          A+                0.66                    0.00
          A                16.29                    0.00
          A-                0.42                    0.00
          BBB+              0.65                    0.00
          BBB              14.00                    0.00
          BBB-              2.67                    0.00
          BB+               0.00                    0.00
          BB               17.69                    0.00
          BB-               0.08                    0.00
          B+                0.08                    0.00
          B                24.66                    0.00
          B-                0.71                    0.00
          CCC               0.81                    0.00
          Total            94.98                    5.02

Table 2 details the classes with ratings lowered and ratings
placed on CreditWatch negative as a percentage of the total number
of classes with ratings lowered or placed on CreditWatch.
  

                              Table 2
                 2005-Vintage U.S. Prime Jumbo RMBS
                Total actions (%) by original balance

           Rating      Downgrades    CreditWatch negative
           ------      ----------    --------------------
           AAA               0.00                    0.79
           AA+               0.40                    0.00
           AA                5.14                    0.00
           AA-               0.40                    0.00
           A+                0.40                    0.00
           A                10.28                    0.00
           A-                0.79                    0.00
           BBB+              0.79                    0.00
           BBB              13.44                    0.00
           BBB-              6.32                    0.00
           BB+               0.00                    0.00
           BB               20.55                    0.00
           BB-               0.40                    0.00
           B+                0.40                    0.00
           B                37.15                    0.00
           B-                1.58                    0.00
           CCC               1.19                    0.00
           Total            99.21                    0.79

S&P will continue to evaluate individual transactions against its
loss expectations and make individual adjustments when warranted.  
S&P will continue to monitor changes in the market and economic
conditions and incorporate them into its assumptions as warranted.  
S&P plan to review the 2007 prime jumbo vintage next and expect to
announce the results of our analysis within the coming weeks.


* S&P Downgrades Ratings on 17 Tranches from Three US CDOs
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
tranches from three U.S. cash flow collateralized debt obligation
of asset-backed securities transactions and removed them from
CreditWatch with negative implications.
     
The three CDO transactions have significant exposure to U.S.
Alternative-A residential mortgage-backed securities collateral
that was downgraded on April 29, 2008.
     
The downgraded CDO tranches have a total issuance amount of
$1.443 billion.  All of the affected transactions are mezzanine
structured finance CDOs of ABS, which are collateralized in large
part by mezzanine tranches of RMBS and other SF securities.  The
affected CDO transactions were all issued in 2006 or 2007.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its ratings on 3,370 tranches from 789 U.S. cash
flow, hybrid, and synthetic CDO transactions as a result of stress
in the U.S. residential mortgage market and credit deterioration
of U.S. RMBS.  In addition, 576 ratings from 158 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P have downgraded $352.150 billion of CDO issuance.  
Additionally, S&P's ratings on $12.101 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of downgrades.
     

                           Rating Actions
                                     Rating
                                     ------
   Transaction            Class     To      From
   -----------            -----     --      ----
Sharps CDO I Ltd.         A-1       A+      AA+/Watch Neg    
Sharps CDO I Ltd.         A-2       A+      AA+/Watch Neg     
Sharps CDO I Ltd.         B         CC      A+/Watch Neg     
Sharps CDO I Ltd.         C         CC      BBB-/Watch Neg  
Sharps CDO I Ltd.         D         CC      CCC+/Watch Neg
Sorin CDO V Ltd.          A1J       CCC+    A-/Watch Neg   
Sorin CDO V Ltd.          A1S       BB      AA-/Watch Neg   
Sorin CDO V Ltd.          A2        CC      BBB-/Watch Neg     
Sorin CDO V Ltd.          A3        CC      BB+/Watch Neg    
Sorin CDO V Ltd.          B         CC      BB/Watch Neg    
Sorin CDO V Ltd.          C         CC      B/Watch Neg      
Sorin CDO VI Ltd.         A-1LA     BB-     A+/Watch Neg     
Sorin CDO VI Ltd.         A-1LB     B-      A-/Watch Neg     
Sorin CDO VI Ltd.         A-2L      CCC     BBB/Watch Neg   
Sorin CDO VI Ltd.         A-3L      CC      BBB-/Watch Neg  
Sorin CDO VI Ltd.         B-1L      CC      BB/Watch Neg  
Sorin CDO VI Ltd.         B-2L      CC      B+/Watch Neg     


                      Other Outstanding Rating

             Transaction              Class     Rating
             -----------              -----     ------
             Sharps CDO I Ltd         E         CC        


* S&P Says US Finance Cos. Are Taking Bold Steps to Secure Funding
------------------------------------------------------------------
Many U.S. finance companies are taking bold steps to secure
funding and liquidity for at least the next 12 months in hopes
that by next year credit markets will have returned to some
degree of normalcy, said a report released by Standard & Poor's
Ratings Services titled, "AFSA Special Edition: U.S. Finance
Companies Hunker in Their Bunkers."
     
U.S. finance companies continue to shore up their capital bases,
even though spreads have widened considerably.  At this point,
companies are showing a willingness to do whatever it takes to
ensure their solvency and reduce the pressures of margin calls.  
On the bright side, the ability to tap equity markets is a
positive in the current operating environment, since it says a
lot about the market's confidence in a company's longer term
prospects.
     
U.S. finance companies will long remember first-quarter 2008 as
one of the more difficult they have faced.  Companies with
diversified income streams, sound balance sheets, and good
financial flexibility are best positioned to meet the challenges
the remainder of 2008 will likely bring.  "For now, many rated
finance companies are choosing to hunker in their bunkers until
this storm passes and wait for brighter days ahead," said Standard
& Poor's credit analyst Ernest D. Napier.


* S&P Says US Banks to Face Leveraged Loan Market Losses
--------------------------------------------------------
After weathering the fallout in subprime securities, the leveraged
loan market, and collateralized mortgage obligations, U.S. banks
are facing related loan losses in the coming months that will
likely weigh heavily on the sector.
     
In his opening remarks at Standard & Poor's Ratings Services' Bank
Sector Hot Topics Seminar in New York City on May 6, Rodrigo
Quintanilla, managing director in the financial services banking
group, noted that the sector is entering a new credit cycle phase,
but doing so from a position of strength.

"Clearly, we now expect a harder landing than we did before," he
said, and conditions will shift away from markdowns in the
securities portfolios to a more familiar credit cycle where loan
losses start rising, he said.  Despite a more negative outlook and
greater risk to earnings, Standard & Poor's doesn't expect massive
downgrades.  "That is not to say that our rated banks will sail
through fine," he added, "but it is comforting to know that rating
changes or outlook revisions will continue to be selective."
     
Tanya Azarchs, a managing director, commented on just how
problematic the loan losses, particularly in the consumer and
construction sector, will likely become for banks as they build
reserves this year.  Losses in the loan accrual book, she said,
"promise to be as severe as what happened with the collateralized
debt obligations, securities, and mark-to-market issues, but
they'll play out over a longer period of time and give banks the
ability to recapitalize and rebuild with the revenue base that
they have."
     
That severity will be one for the record books. During the next
four quarters, Standard & Poor's believes charge-off rates for
residential mortgages and second-lien home equity loans will rise
above historical peaks for FDIC-insured banks, to a 0.75% and
5.00% annual rate, respectively, as house prices continue to
decline in a base-case stress scenario.  Construction real estate
loans are also deteriorating very rapidly, but won't likely climb
above historical norms of 4%. Despite these increased losses,
rated U.S. banks and thrifts are well capitalized, having raised
$58 billion since the end of 2007.  The additional $34 billion
that they will likely need to cover losses during a two-year
period in a worst-case scenario and to remain within a regulatory
comfort zone is "not a huge hurdle for banks to overcome,"
Ms. Azarchs added.
     
Banks' capital ratios deteriorated somewhat between 2005 and mid-
2007 as a result of dividends and share repurchases, asset growth,
and acquisitions.  Since then, banks have made a rapid about face,
seeking to bolster their capital by cutting dividends and
curtailing share repurchases.  Most dramatically, financial
institutions have also raised $160 billion-$170 billion in new
capital since mid-2007 by issuing common stock and hybrid capital,
largely offsetting their incurred losses.  But raising capital in
this way does not mean all has been neutral from a credit
perspective, said Scott Sprinzen, a managing director.  For
instance, shareholder dilution from common stock issuance could
eventually be reversed through share repurchases.  And hybrid
capital, which has both equity and debt components, typically has
dividend or interest payments that act like fixed charges, because
banks are very reluctant--in light of market expectations--to
defer them.

Although banks face sizable credit risk from residential mortgages
and home equity loans, asset class is just one of several factors
in Standard & Poor's analysis.  Banks' exposure to troubled
housing regions such as California and Florida is as much if not
more of a concern.  "Geography is what really matters, more so
than loan-to-value ratios, more so than FICO scores," said credit
analyst Victoria Wagner, who spoke about the consumer finance
sector.  "The velocity of [first-lien and second-lien mortgage]
losses has really picked up, and we expect this trend to continue
through 2008 and into 2009," she added.  Other key factors that
could affect sector profitability include heightened regulatory
oversight of credit card lending practices; and the surfacing of
additional credit-related expenses as government-sponsored
enterprises become more aggressive, pushing back loans to their
major lenders due to breaches of representation and warranty
language in the mortgage document.
     
Standard & Poor's doesn't expect significant credit deterioration
within commercial real estate loan portfolios among regional
banks.  However, construction loans are showing the fastest credit
deterioration, albeit off a low base, most notably among lenders
to homebuilders in California, Florida, Nevada, and Arizona.  "We
don't expect significant rating changes for lenders with the
highest CRE exposures, but certain issuers could see negative
action," said credit analyst Robert Hansen.
     
In addition, most CRE banks remain profitable in terms of pretax
margin, said credit analyst Catherine Mattson.  Several large CRE
banks are also cutting dividends, issuing stock, and suspending
share buybacks to preserve their capital ratios, which will help
support the ratings.  Furthermore, lending standards are more
conservative than during the last downturn, and lower loan-to-
value ratios should help mitigate potential losses for CRE
lenders.
     
CRE is holding up well as it relates to commercial mortgage-backed
securities, largely because they exclude land and construction
loans.  Moreover, refinancing risk is modest during the next three
years, said Kim Diamond, a managing director in the structured
finance group.  CMBS deals also have structural provisions such as
extension options that offer an additional layer of protection in
times of tight liquidity.  While valuations haven't declined much,
CRE is a lagging indicator. "You're not going to see an ultimate
effect on real estate until after you see what happens in the
overall economy," she said.  "However, we don't expect the current
recession and liquidity crunch ultimately to affect commercial
real estate to the same degree seen in the late 1980s to early
1990s, owing to a much healthier balance between supply and
demand."

What's happening to the economy is a mild recession, according to
Beth Ann Bovino, senior economist.  However, Ms. Bovino warned
during a panel discussion that certain risks could trigger an
alternative scenario.  Factors that would indicate a more severe
slowdown, closer to the recession in the early 1980s rather than
the one in 2001, would be if oil prices stay high (above $125 per
barrel) instead of fall, affecting inflation and further squeezing
the consumer; foreign investors pull back from buying U.S. assets,
so that interest rates rise sharply, putting further pressure on
home prices and the housing sector; and the U.S. dollar weakens
significantly, adding to inflation pressure.
     
Even though the sector's earnings will likely decline, the banks
that Standard & Poor's rates appear to be ready for difficult
times.  Indeed, their resilience is evident in how they've
answered unprecedented losses with unprecedented capital raising.  
"The banking industry is poised for challenges ahead," added
Mr. Quintanilla.  "A large portion of the problems that will
negatively affect the industry will be outside the rating
universe."

     
* Anti-Foreclosure Bill Faces Bush Veto Threat
----------------------------------------------
Bloomberg's Alison Vekshin writes that the U.S. House of
Representatives has passed legislation allowing a federal agency
to insure up to $300.0 billion in mortgages to assist homeowners
avoid foreclosure, a day after the White House threatened to veto
the measure.

The housing package was sponsored by Democrat Representative
Barney Frank.  The plan lets the Federal Housing Administration
insure refinanced mortgages after lenders agree to a reduction in
loan principal to make payments more affordable.

"We're in a recession and a major cause of that recession is the
subprime crisis," Frank, chairman of the House Financial Services
Committee, said on the House floor before the vote.  "We do not
see any alternatives to this bill."

According to the report, the White House, who favors a voluntary,
industry-led program to modify loan terms, has issued a veto
threat against Frank's bill.

Republicans oppose using government funds, saying that the
legislation rewards reckless lenders and investors, and is unfair
to homeowners who have kept up with mortgage payments.

Federal Reserve chairman Ben S. Bernanke has indicated support for
the plan during a May 5 speech, although he has not explicitly
endorsed it.

The Democrats' housing package also includes a provision that
would shield loan-servicing companies that modify mortgages from
investor lawsuits.

Connecticut-Democrat Senator Christopher Dodd, who chairs the
Senate Banking Committee, said the panel is working to pass
similar legislation.

Bloomberg adds that the House also approved Thursday a bill that
would create a $15.0 billion loan-and-grant program to help states
buy and rehabilitate foreclosed homes.  Democrats said the measure
is needed to avert the further decline in home values and to
prevent "the blight and crime that vacant homes attract."


* Bankruptcy Filings in Hawaii Rose to 158 in April
---------------------------------------------------
Greg Wiles of The Honolulu Advertiser reports that the number of
bankruptcy filings in Hawaii rose during April, as "overextended
consumers" sought bankruptcy protection to avoid paying their  
mounting credit card debt or to avoid foreclosure.

Mr. Wiles says U.S. Bankruptcy Court filings in Honolulu totaled
158 in April, compared with 131 sought a year ago.

Mr. Wiles attributes the increase in bankruptcy filings in April
to the slowdown in the economy and the downture in the housing
market which have had an adversely effect on "people who were
carrying too much debt."

According to Mr. Wiles, Chapter 13 bankruptcies climbed to 33 from
12 in April 2007.

Citing an Institute for Financial Literacy study last year, Mr.
Wiles says about 64% of petitioners in 2006 were working, while
unemployed people were the second-largest category at 13.1%.


* U.S. Business Bankruptcy Filings Rose 49% in April Versus 2007
----------------------------------------------------------------
Bill Rochelle and Bob Willis report for Bloomberg News that
business bankruptcy filings in the United States increased 49% in
April from a year ago, as more companies shut down operations due
to the slowing economy.

According to Bloomberg, business petitions climbed to 5,173 in
April, citing statistics compiled from court records by Jupiter
eSources LLC in Oklahoma City.  Total bankruptcy filings rose 31%
from a year earlier to 93,096, the group said.

The report says that the economy lost jobs in April for the fourth
month in a row, for a total of 260,000 jobs cuts so far this year.

Messrs. Rochelle and Willis add that according to Irvine,
California-based RealtyTrac, which monitors foreclosures, the U.S.
is facing its worst housing recession in a quarter century, with
almost 650,000 properties in some stage of foreclosure during the
final quarter of 2007, up 112% percent from the same period of
2007.

Bloomberg also points out that declining home prices make it more
difficult for homeowners in the U.S. to refinance before
adjustable-rate mortgages reset.  Citing the National Association
of Realtors, Bloomberg reports that median prices for existing
homes fell in 22 metropolitan areas in February, down 7.7% percent
from that of Februay a year earlier.

The Bloomberg reports that more than 18,000 businesses filed for
bankruptcy protection in the first four months of 2008, of which
about 2,700 were made under Chapter 11 of the Bankruptcy Code.*


* True Partners' Cathleen Bucholtz Assumes Managing Director Role
-----------------------------------------------------------------
True Partners Consulting LLC promoted Cathleen Bucholtz to
managing director and national unclaimed property practice leader.

As the national leader for True Partners' Unclaimed Property
practice, Ms. Bucholtz oversees one of the largest dedicated
professional teams in the industry that provides multi-
jurisdictional unclaimed property services in the areas of audit
defense, voluntary disclosures, comprehensive diagnostic
reviews, annual compliance, process improvements, and other
customized services to meet client needs.

She brings more than 16 years of experience in both unclaimed
property and sales and use tax consulting, including statistical
sampling, training client personnel, and identification of
planning opportunities.

"[Ms. Bucholtz] was a natural fit for this position," said Cary
McMillan, chief executive officer of True Partners.  "Her proven
excellence in this area is of utmost value to the firm, and her
industry leadership and involvement will help us continue our
tremendous growth."

Prior to joining True Partners Consulting, Ms. Bucholtz was the
western region leader for KPMG's Unclaimed Property practice and
prior to 2002 she was an integral member of Arthur Andersen's
National Unclaimed Property team.  Before entering public
accounting, Bucholtz worked for the California State Board of
Equalization as a senior tax auditor and acting field audit
supervisor, where she was responsible for conducting a wide
variety of field audits of major corporations in various
industries.

"It is exciting to continue leveraging my background on behalf of
the firm's clients," Ms. Bucholtz said.  "The in-depth experience
I have gained over the last 16 years has enabled me to provide the
highest quality service to my clients.  I look forward to applying
that knowledge and experience to an increased segment of clients
in my new role."

Ms. Bucholtz has a long standing history and commitment to the
education of industry professionals in the area of unclaimed
property.  She has spoken before numerous trade and professional
organizations including the Unclaimed Property Professionals
Organization; American Payroll Association; Institute for
Professionals in Taxation; and the National Business Institute.

Since 2006, Ms. Bucholtz has served as the UPPO Education
Committee Co-Chair and is responsible for the development and
execution of the organization's annual and regional educational
conferences for hundreds of participants annually from a wide
variety of industries, including transportation, financial,
insurance, retail, manufacturing, and health care.

She was nominated for candidacy as the second vice president
to the UPPO board of directors for 2008, a prominent leadership
position that automatically succeeds to first vice president in
2009 and president in 2010.

A graduate of the University of California in Santa Barbara,
Ms. Bucholtz earned a Bachelor of Arts degree in business
economics, and is a licensed Certified Public Accountant in the
states of California and Washington.  Ms. Bucholtz is also a
member of the American Institute of Certified Public Accountants.

                About True Partners Consulting LLC

True Partners Consulting -- http://www.tpctax.com/-- is a tax and  
business advisory firm that helps large public and private
enterprises navigate complex financial regulations without the
Sarbanes-Oxley-created conflicts inherent in offering both tax
consulting and audit services. The firm provides a broad range of
services, including analysis and counsel concerning the tax impact
of business issues such as organic or acquisition-driven growth,
filing practices, business restructuring or bankruptcy.  The firm
also conducts refund reviews, analyzes clients' tax exposure and
prepares responses to audit inquiries, in addition to helping
clients address compliance issues.

The firm has offices in Chicago; New York; Los Angeles; San Jose,
California; Tampa Bay, Florida; Boston; and London.  There is also
a Paris office, ArtemTax International, which is the first member
firm in the True Partners Consulting International network.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          83       30
AFC Enterprises         AFCE        (40)         155      (20)
APP Pharmaceutic        APPX        (80)       1,077      214
Ariad Pham              ARIA         (8)         101       65
Bare Escentuals         BARE       (104)         224       84
Blount Intl             BLT         (54)         412      129
CableVision System      CVC      (5,097)       9,141     (607)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,063)       1,343       14
Centerplate-IDS         CVP         (18)         332      (20)
Cheniere Energy         CQP        (228)       1,905      146
Cheniere Energy         LNG         (16)       2,962      428
Choice Hotels           CHH        (157)         328      (42)
Cincinnati Bell         CBB        (668)       2,020        0
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP          (5)         820      201
Corel Corp.             CRE         (14)         266      (15)
Crown Media HL          CRWN       (684)         676        4
CV Therapheutics        CVTX       (185)         259      177
Cyberonics              CYBX        (15)         136      (15)
Deltek Inc              PROJ        (86)         166      (28)
Denny's Corp            DENN       (179)         381       74
Domino's Pizza          DPZ      (1,450)         473       51
Dun & Bradstreet        DNB        (437)       1,659     (192)
Einstein Noah Re        BACL        (34)         149        4
Extendicare Real        EXE-U       (32)       1,440      (15)
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (35,480)     148,883   (9,720)
Healthsouth Corp.       HLS      (1,070)       2,051     (331)
Human Genome Sci        HGSI        (12)         949       47
ICO Global C-New        ICOG       (131)         602      101
IDEARC Inc              IAR      (8,600)       1,667      205
IMAX Corp               IMAX        (85)         208       (8)
IMAX Corp               IMX         (85)         208       (8)
Incyte Corp             INCY       (160)         276      228
Indevus Pharma          IDEV        (86)         199       40
Intermune Inc           ITMN        (31)         262      209
IPCS Inc                IPCS        (40)         547       76
Knology Inc             KNOL        (35)         619        7
Koppers Holdings        KOP         (14)         669      189
Life Sciences Re        LSR         (29)         502        1
Linear Tech Corp        LLTC       (564)       1,410      912
Lodgenet Interac        LNET        (48)         694        8
Maxxam Inc              MXM        (242)         544      120
Mediacom Comm-A         MCCC       (253)       3,615     (268)
Moody's Corp            MCO        (784)       1,715     (360)
National Cinemed        NCMI       (572)         464       67
Navistar Intl           NAVZ     (1,699)      10,786      164
New Flyer Indust        NFI-U       (23)         907       44
Nexstar Broadcasting    NXST        (89)         709      (11)
NPS Pharm Inc           NPSP       (188)         231      107
Primedia Inc            PRM        (129)         282        6
Protection One          PONE        (23)         673        6
Radnet Inc              RDNT        (53)         434       41
Redwood Trust           RWT        (718)       9,938      N.A.
Regal Entertai-A        RGC        (119)       2,635       (2)
Riviera Holdings        RIV         (48)         218       14
RSC Holdings Inc        RRR         (44)       3,460     (128)
Rural Cellular-A        RCCC       (590)       1,350      110
Sally Beauty Hol        SBH        (745)       1,440      414
Sealy Corp.             ZZ         (113)       1,025       22
Solutia Inc             SOA      (1,449)       2,638     (293)
Sonic Corp              SONC       (102)         765      (27)
Spectrum Brands         SPC        (141)       3,265      828
St John Knits Inc       SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Theravance              THRX        (66)         162      101
UST Inc                 UST        (292)       1,487      446
Valence Tech            VLNC        (61)          20        8
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (47)       4,599     (764)
Weight Watchers         WTW        (926)       1,046     (172)
WR Grace & Co.          GRA        (316)       3,869   (1,057)
XM Satellite-A          XMSR       (925)       1,609     (403)
ZIX Corp                ZIXI          0           19       (1)

                             *********

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 ***