TCR_Public/080515.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, May 15, 2008, Vol. 12, No. 115

                             Headlines

1ST FINANCIAL: Moody's Confirms Ratings on Three Note Classes
AGRIUM INC: Moody's Withdraws United Agri Product's Low-B Ratings
ALOHA AIRLINES: Court OKs Asset Sale to Saltchuk for $10.5 Mil.
AMBAC FINANCIAL: Has No Material Exposure to Subprime Borrowers
AMP'D MOBILE: To Sell Accounts Receivable to Afni for $2,560,000

AMP'D MOBILE: To Sell Remaining "Hard" Assets to Great American
AMPEX CORP: Files Amended Disclosure Statement and Chapter 11 Plan
ATARI INC: Infogrames Entertainment Declares 51.6% Equity Stake
BANK OF AMERICA MORTGAGE: Fitch Affirms BB Rating on Two Classes
BARR LABORATORIES: Moody's Affirms Ba1 Ratings & Revises Outlook

BEXAR FINANCE: Moody's Holds Ba2 Rating on Subordinate Bonds
BOSTON GENERATING: S&P Holds 'B+' Rating on $1.13 Billion Loan
BRESNAN COMMUNICATIONS: Moody's Affirms B2 Corp. Family Rating
BROADWAY GEN: S&P Holds 'BB-' Preliminary Rating on $800MM Loan
CANADIAN TRUSTS: Ontario Court Defers Ruling on ABCP Amended Plan

CANADIAN TRUSTS: ABCP Panel Responds to Demand for Plan Changes
CANADIAN TRUSTS: Ernst & Young Delivers 7th Status Report
CANADIAN TRUSTS: Creditors Assert Claims Against CCAA Parties
CENTURY CASINOS: Lender Grants Waiver in Exchange for Cash Payment
CENTURY CASINOS: Inks Credit Facility Amendment with Lenders

CHECKSMART FINANCIAL: Moody's Reviewing Caa2 Rating for Downgrade
CHRYSLER LLC: Issues Gas Price Policy to Ease Customer Concerns
CONSTELLATION COPPER: Cure Period for C$69MM Debentures Expires
CONSTELLATION COPPER: March 31 Balance Sheet Upside-Down by $39MM
CONSTELLATION COPPER: Has Until June 2 to Comply with TSX's Rule

COPANO ENERGY: Moody's Assigns B1 Rating to Proposed $250MM Notes
COPANO ENERGY: S&P Puts 'B+' Rating on $250MM Sr. Unsecured Notes
COUNTRYWIDE FINANCIAL: BofA Assures $4BB Acquisition will Continue
CUMULUS MEDIA: Terminates $1.3BB Merger Deal with Investor Group
CUMULUS MEDIA: Terminated Merger Won't Affect S&P's 'B' Rating

DANA HOLDING: Appoints James Yost as EVP and CFO Effective May 22
DAVIS SQUARE FUNDING I: Moody's Junks Class B Participating Notes
DAVIS SQUARE FUNDING II: Moody's Cuts Class B Notes' Rating to B3
DELTA AIR: Grants 3% Salary Raise to Front-Line Workers
DELTA AIR: Employees First to Benefit from Merger with Northwest

DRS TECHNOLOGIES: Sold to Italys Finmeccanica for $5.2 Billion
DRS TECHNOLOGIES: Fitch Places Sr. Sub. Notes' B Rating on Watch
DRS TECHNOLOGIES: Finmeccanica Deal Cues Moody's Rating Review
DRS TECHNOLOGIES: Finmeccanica Acquisition Cues S&P's Pos. Watch
EOS AIRLINES: U.S. Trustee Selects Five-Member Creditors' Panel

ESTERLINE TECHNOLOGIES: Moody's Upgrades Sr. Notes' Rating to Ba2
FIRST NLC TRUST: Moody's Cuts Rating on Class M-9 Bonds to B2
FORTUNA MANAGED: Fitch Likely to Cut Rating of 2 Classes to BB
FRONTIER AIRLINES: Union Says Golden Parachute Will Break Deal
FRONTIER DRILLING: Liquidity Pressures Cue Moody's to Junk Ratings

GABRIEL RESOURCES: Earns C$11 Million in 2008 First Quarter
HEADWATERS INC: S&P Puts Ratings Under Neg. Watch on Weak Earnings
HILEX POLY: Sec. 341 Meeting of Creditors Scheduled for June 11
HILEX POLY: Can File Schedules and Statements Until July 20
HILEX POLY: Gets Authority to Hire Epiq as Claims & Notice Agent

HOLLINGER INC: Inks Term Sheet with Secured Creditor & Sun-Times
HOME INTERIORS: Taps Richards Partners as Communications Expert
HOME INTERIORS: Can Hire Kurtzman Carson as Notice & Claims Agent
IDLEAIRE TECHNOLOGIES: Says Board Requires Special Counsel
IDLEAIRE TECHNOLOGIES: Wants to Hire Holland & Knight as Counsel

INDEPENDENCE VII: Expected Losses Cue Moody's to Cut Ratings
INDYMAC BANCORP: Fitch Junks Short-Term Issuer Default Rating
INFINITY ENERGY: Execs Stay Optimistic as 1Q Loss Narrows
INTERPHARM HOLDINGS: Perry Sutaria et al. Declare 65.4% Stake
JEFFERSON COUNTY: $53MM Debt Payment Deadline Extended to June 1

JOE PACHECO: Case Summary & 16 Largest Unsecured Creditors
JOHN CLARKE: Case Summary & 13 Largest Unsecured Creditors
KLEROS REAL: Moody's Reviewing Caa3 Rating on Class A-2 Notes
LEVITT AND SONS: Pact Between Wachovia Debtors & Cananwill Okayed
M FABRIKANT: Court Confirms Modified Chapter 11 Liquidation Plan

MADACY ENT: Has until May 31 to Comply with Coverage Covenant
MARATHON HEALTHCARE: May Access Webster Bank's DIP Facility
MARATHON HEALTHCARE: May Use Webster Bank's Cash Collateral
MASHANTUCKET PEQUOT: Moody's Cuts $500MM Notes Rating to Ba2
MATRIA HEALTHCARE: $144M Acquisition by Inverness Now Complete

MATRIA HEALTHCARE: Inverness Sale Cues Moody's to Withdraw Ratings
MATRIA HEALTHCARE: S&P Withdraws Ratings After Completed Merger
MBIA INC: Securitizations Differ from Moody's Second Lien RMBS
MESA AIR: Shuts Down Air Midwest Operations Due to Fuel Costs
NATCHEZ HOSPITAL: To be Sold Following Privatization

NORTEK INC: S&P Rates Proposed $750MM Senior Secured Notes B
NORTHWEST AIRLINES: Employees First to Benefit from Merger
NORTHWEST AIRLINES: EVP Neal Cohen to Leave on June 16
NTK HOLDINGS: Moody's Affirms Caa2 Rating on $403MM Senior Notes
ORCHID STRUCTURED: Moody's Chips Ratings on Two Note Classes to Ca

PACIFIC LUMBER: BoNY, et al., Challenge Global Settlement
PACIFIC LUMBER: BoNY Asserts Claim for Drop in Scopac Collateral
PAMPELONNE CDO II: Moody's Junks $1.6 Billion Class S Senior Notes
PAMPELONNE CDO I: Moody's Junks Rating on $1.06 Bil. Class S Notes
PAPPAS TELECASTING: Seeks Leave to Hire Kaye Scholer as Counsel

PAPPAS TELECASTING: Wants to Hire Pachulski Stang as Co-Counsel
PARCS-R MASTER: S&P Slashes AA Rating to BB on S. 2007-16 Trust
PORTA SYSTEMS: Signs Debt Restructuring Agreement With Cheyne
POWERMATE HOLDING: Sues Home Depot for $3.6M Contract Breach
POWERMATE CORP: Taps RAS Management as Interim Managers

POWERMATE CORP: Taps Windham to Collect $1.3M in Receivables
RADNOR HOLDINGS: Expects $57 Mil. Gross Preference Transfers
RAFFLES PLACE: Moody's Junks Ratings on $20 Million Notes
RATHGIBSON INC: Moody's Cuts Corporate Family Rating to B3
RELIANT CHANNELVIEW: Dispute with Equistar Placed Under Mediation

RESIDENTIAL ASSET: Fitch Rates 23 Classes Below Investment Grade
RURAL/METRO CORP: Improved Liquidity Cues S&P to Revise Outlook
SALOMON BROS TRUST: S&P Junks Rating on Class K Certificates
SALT CREEK: Fitch Affirms Class B-6$L Notes' B+ Rating
SATURNS TRUST: S&P Lowers Ratings on Two Classes of Trust to 'BB'

SCIENTIFIC GAMES: Moody's Puts Ba1 Rating on Proposed $850MM Loans
SCIENTIFIC GAMES: S&P Holds 'BB' Credit Rating with Stable Outlook
SENTINEL MANAGEMENT: CFTC Files Suit Over Fund Misappropriation
SHAPES/ARCH HOLDINGS: Unsecured Creditors to Get 14% Under Plan
SHAPES/ARCH HOLDINGS: Wants Bid Procedures for Sale of Equity OK'd

SHAPES/ARCH HOLDINGS: Disclosure Statement Hearing Set for May 23
SHIPPING PARTNERS: Moody's Junks Senior Secured Debt Rating
SILVERWING ENERGY: In Breach of Demand Loan Facility Covenant
SIX FLAGS: March 31 Balance Sheet Upside-Down by $410.6 Million
SIX FLAGS: Commences Exchange Offer for $400MM New Senior Notes

SKYBUS AIRLINES: Sec. 341 Creditors Meeting Set Today
SKYBUS AIRLINES: Seeks to Employ Smith Gambrell as Lead Counsel
SKYBUS AIRLINES: Can Employ Landis Roth as Local Counsel
SOLUTIA INC: Earns $1.4 Billion in First Quarter 2008
STANDARD PACIFIC: Barclays Global et al. Declares 10.87% Stake

STANDARD PACIFIC: Elevated Debt Prompts Moody's to Chip Ratings
TEKNI-PLEX INC: March 28 Balance Sheet Upside-Down by $427 Million
THERMAL NORTH: S&P Withdraws 'BB-' Corporate Credit Rating
TRIGEM COMPUTER: US Court Dismisses Claims Against Toshiba
TRONOX WORLDWIDE: Fitch Downgrades Senior Unsec. Notes to 'B/RR4'  

TROPICANA ENTERTAINMENT: Gets $100MM Funding Offer from Onex Corp.
TROPICANA ENTERTAINMENT: Taps Richards Layton as Bankr. Co-Counsel
TRUMP ENTERTAINMENT: Posts $18.6 Million Net Loss in 2008 1st Qtr.
UAP HOLDING: Completes Acquisition Agreement with Agrium Inc.
UAP HOLDING: Completed Agrium Deal Cues S&P to Lift Rtng. from BB-

WARNACO GROUP: S&P Puts 'BB' Corp. Credit Rating Under Pos. Watch
WARNEX INC: Reports Progress in Restructuring C$11.3M Debentures
WARNEX INC: Enters $4M Financing Agreement with Desjardins Group
WESTMORELAND COAL: March 31 Balance Sheet Upside-Down by $177.8 MM
WILSONS LEATHER: Gets Nasdaq Deficiency Notice for Noncompliance

X-RITE INC: Sustainability Concerns Prompt Moody's to Junk Ratings

* Moody's Says Regional Casinos Can Profit Despite Weak Economy
* Moody's Sees Higher Demand for Biz-Oriented Trustees in Schools
* Moody's Changes the Outlook for US Restaurant Sector to Negative
* Moody's Takes Negative Rating Actions on 839 Second Lien RMBS
* Moody's Says Consumer Finance Industry's Outlook is Negative  

* Moody's Sees Tighter Underwriting Standards for Loans in CMBS
* S&P Says Retail Sales for April Drops 0.2% Month Over Month
* S&P Comments on Credit Quality of Not-for-Profit Hospitals
* S&P Says Falling Home Prices Create a Wide Swath of Problems

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

                             *********

1ST FINANCIAL: Moody's Confirms Ratings on Three Note Classes
-------------------------------------------------------------
Moody's Investors Service has confirmed the Ba3 ratings on three
classes of subordinated notes issued from the 1st Financial Credit
Card Master Note Trust and 1st Financial Credit Card Master Note
Trust II.  These securities were placed under review for possible
downgrade on Feb. 14, 2008.  The confirmation of the ratings
concludes Moody's review of the outstanding securities.

These ratings were confirmed:

Issuer: 1st Financial Credit Card Master Note Trust

  -- $7,500,000 Fixed Rate Asset-Backed Notes, Series 2005-1,
     Class B, rated Ba3

Issuer: 1st Financial Credit Card Master Note Trust II

  -- $7,500,000 Fixed Rate Asset-Backed Notes, Series 2005-A,
     Class B, rated Ba3

  -- $7,500,000 Fixed Rate Asset-Backed Notes, Series 2005-B,
     Class B, rated Ba3

Rationale

The affected notes were placed under review for possible downgrade
in February 2008 following rating actions on a number of monoline
financial guarantors that insure some of the Trust's senior notes.  
In Moody's view, early amortization triggers tied to the rating
downgrade of one or more of these financial guarantors make it
more likely that a significant portion of 1st Financial's
securitized transactions would begin to amortize before their
scheduled maturity.

Moody's review assessed 1st Financial's ability to finance
cardholders' new purchases on their credit cards as well as its
ability to execute on its contingency funding plans.  Since the
initiation of the review, the company has refinanced and
restructured a significant portion of its securitized debt so as
to reduce, but not eliminate, its susceptibility to liquidity
constraints caused by the potential for further downgrades of the
financial guarantors, which continue to insure several of the
Trusts' outstanding transactions.

Moody's will continue to monitor 1st Financial's liquidity
position and ability to finance card receivables, including those
through the securitization market.  The performance of the
collateral backing these transactions is within Moody's
expectations and was not a factor in placing the ratings under
review.

                          Background

The Trusts consist of approximately $433 million of credit card
receivables originated and serviced by 1st Financial Bank
(unrated), a South Dakota Bank.


AGRIUM INC: Moody's Withdraws United Agri Product's Low-B Ratings
-----------------------------------------------------------------
Moody's Investors Service confirmed Agrium Inc's Baa2 ratings with
a stable outlook.  The ratings for United Agri Products were
withdrawn as all of its existing bank facilities have been repaid.   
This concludes the review of Agrium and UAP that was initiated
Dec. 3, 2007 when it was announced that the two companies had
entered into a definitive agreement, whereby a wholly-owned
subsidiary of Agrium would acquire all of the outstanding shares
of UAP.  This transaction was completed on May 7, 2008.

The following factors were considered by Moody's in reaching its
decision to confirm Agrium's ratings.  The transaction will
improve Agrium's business profile by adding scale, broader
diversification, purchasing power, and stability to earnings.  
Despite the initial rise in debt to fund the acquisition, offset
by a material amount of equity issuance of $1.4 billion, Moody's
expects that management will maintain its historically
conservative financial policies and investment discipline.  
Moody's notes the increased reliance on retail sales that results
from the acquisition of UAP will likely weaken EBITDA margins but
this is likely to be more than offset by the current strength of
Agrium's wholesale business.  Moody's, however, still favorably
views the company's selling price advantage in the Pacific
Northwest relative to the vast majority of North American ammonia
producers.

In addition, the transaction is consistent with Agrium's operating
strategy and will create the largest North American agricultural
retailer while enhancing margin stability.

Conversely, the transaction involves some execution risk and a
reduction in financial flexibility when other recent acquisitions
are considered on a combined basis.  Specifically, Moody's
believes the company will be challenged with blending different
retail business philosophies together.  Agrium operates a value
added services business model whereas UAP manages a low service,
high volume model.  Furthermore, Moody's expects equity capital
contributions for the joint venture nitrogen facility in Egypt to
remain a call on cash.  The company will not achieve returns on
the non-recourse financing project until after the completion of
the facility in 2010.

The rating outlook is stable in light of robust industry
conditions and anticipated positive free cash flow generation.  It
is also Moody's belief that Agrium will maintain its historically
conservative financial policies and investment discipline.  
Moody's expects management to lower its debt position and work to
integrate and leverage the acquisitions that have been made in
recent periods.

Confirmations

Issuer: Agrium, Inc.

  -- Senior Unsecured Shelf, Baa2
  -- Senior unsecured notes and debentures at Baa2;

Withdrawals

Issuer: United Agri Products, Inc. Ba3 - corporate family rating

  -- PDR: Ba3
  -- Gtd Sr Sec Revolving Credit Facility due 2011, Ba1
     (LGD2, 17%)

  -- Gtd Sr Sec Term Loan due 2012, Ba3 (LGD3, 45%)

Agrium Inc., headquartered in Calgary, Alberta, Canada, is a
leading global producer and marketer of agricultural nutrients and
industrial products and a major retail supplier of agricultural
products and services in both North and South America.  Agrium
produces and markets three primary groups of nutrients: nitrogen,
phosphate and potash as well as controlled release fertilizers and
micronutrients.  Agrium reported net sales of US$5.6 billion for
the last 12 months ending March 31, 2008.


ALOHA AIRLINES: Court OKs Asset Sale to Saltchuk for $10.5 Mil.
---------------------------------------------------------------
The Hon. Lloyd King of the United States Bankruptcy Court for the
District of Hawaii authorized Dane S. Field, interim Chapter 7
Trustee for Aloha Airlines Inc. and its debtor-affiliates to sell
the Debtors' "Air Cargo Assets" to Saltchuk Resources Inc. for
$10.5 million free and clear of all liens and encumbrances.

At closing, the Chapter 7 Trustee is expected to:

   -- pay all usual and customary closing costs paid by Saltchuk,

   -- pay all accrued and unpaid employee wages and salaries for
      the period April 16, 2008, until April 29, 2008,

   -- establish an interest bearing escrow account to be used to
      pay the transaction fee due to Imperial Capital LLC under
      the engagement letter dated March 19, 2008, and
  
   -- set aside in an interest bearing account 5% of the proceeds,
      net of fees and expenses incurred in the sale.

Furthermore, the Chapter 7 Trustee will set aside $270,000 from
the proceeds of the sale, which represent the estimated fees and
cost of special counsel retained by the Trustee.  The Trustee will
dole out of the $270,000 as:

    i) $90,000 to Berger Singerman P.A, counsel

   ii) $105,000 to Char Sakamoto ISII Lum & Ching, special
       corporate counsel,

  iii) $60,000 to Shepard Mullin Richter & Hampton LLP, special
       counsel, and

   iv) $15,000 Squire Sanders & Dempsey LLP, regulatory counsel.

As reported in the Troubled Company Reporter on May 6, 2008,
Saltchuk and GMAC Commercial Finance LLC, the Debtors' senior
secured lender, entered into a letter of intent for Saltchuk's
purchase of the "Air Cargo Assets" from the Debtors' bankruptcy
estates.  The Air Cargo Assets handles 85% of the cargo traffic in
the state of Hawaii, including a contract with the U.S. Postal
Services.

The salient terms of the letter of intent include, among other
things:

   i) a $10.5 million purchase price;

  ii) a $1,000,000 earnest money deposit, including $500,000
      previously deposited;

iii) the assumption of aircraft and facility leases and other
      executory contracts, as selected by Saltchuk; and

  iv) a closing on or before May 14, 2008.

Furthermore, the letter of intent requires GMAC Financial to
finance the operation of the "Air Cargo Assets" pending the sale,  
which GMAC Financial is only willing to fund until May 14, 2008.  

GMAC Financial agrees to carve-out a portion of the proceeds of
the sale for the benefit of the Debtors' estates, wherein 5% of
the proceeds, net of fees and expenses incurred in the sale, will
be paid to th Chapter 7 Trustee to pay expenses and fees.

A full-text copy of the Letter of Intent is available for free at:

               http://ResearchArchives.com/t/s?2b70

As reported in the Troubled Company Reporter on April 25, 2008,
Saltchuk Resources lost the bid for Aloha Airlines Inc.'s contract
services operations to Pacific Air Cargo, which offered $2 million
for those assets.

As reported in the Troubled Company Reporter on April 30, 2008,
Judge King converted the Debtors' jointly administered Chapter 11
cases to liquidation proceedings under Chapter 7.

On May 1, 2008, Judge King authorized the Chapter 7 Trustee to
operate the Debtors' "Air Cargo Assets" under Section 721 of the
Bankruptcy Code until the closing date.

                        About Aloha Airlines

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates
are          
carriers that fly passengers and freight to Hawaii's five major
airports, as well as to half a dozen destinations in the western
U.S.  They operate a fleet of about 20 aircraft, all Boeing 737s,
including three configured as freighters.

This is the airline's second bankruptcy filing.  Aloha filed for
Chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063), and emerged from Chapter 11 bankruptcy protection in
February 2006.

The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
estimated assets and debts of $100 million to $500 million.


AMBAC FINANCIAL: Has No Material Exposure to Subprime Borrowers
---------------------------------------------------------------
Ambac Financial Group, Inc. responded to Moody's Investors
Services May 13, 2008 press release about the poor performance of
certain second lien RMBS and its impact on financial guarantor
ratings.  In a Special Report titled "U.S. Subprime Second Lien
RMBS Rating Actions Update" dated May 12, 2008, Moody's discussed
its rating actions to date related to subprime second lien
residential mortgage-backed securities issued between 2005 and
2007.  Additionally, it discussed subprime second lien loan
performance to date and its cumulative loss projections for the
asset class within those vintages.

As reported in the Troubled Company Reporter on May 14, 2008,
Moody's notes that financial guarantors have significant exposure
to second lien RMBS, primarily through guaranties on direct RMBS
transactions, and to a lesser extent, through exposure to ABS
CDOs, where second lien RMBS securities typically constitute less
than 5% of collateral within such CDOs.

Moody's loss expectations for this asset class are higher than
previously anticipated, owing to worse-than-expected performance
trends.  This could have material implications for the estimated
capital adequacy of financial guarantors most exposed to this
risk.  In recent announcements of first-quarter 2008 earnings,
MBIA and Ambac both reported material credit impairment losses on
ABS CDOs and loss reserve charges on direct RMBS exposures,
including second lien securitizations.  

Moody's said that incurred losses within both firms direct RMBS
and ABS CDO portfolios are now meaningfully higher than the rating
agencys prior expected-case loss estimates, elevating existing
concerns about capitalization levels relative to the Aaa
benchmark.  Moody's intends, in the short term, to assess whether
worsening performance in this sector is likely to be material for
exposed financial guarantors, and will update the market as
appropriate.

In response to the reports, Ambac, in a press release, states that
(all amounts as of March 31, 2008):

   * As reported on its Web site, Ambac has closed end second lien
     exposure amounting to approximately $0.1 billion,
     $3.5 billion and $1.0 billion in vintage years 2005, 2006 and
     2007, respectively.

   * Ambac has home equity line of credit exposure amounting to
     approximately $2.0 billion, $2.7 billion and $4.1 billion in
     vintage years 2005, 2006 and 2007, respectively.

   * Ambac has no material exposure to subprime borrowers in
     either asset class.  The estimated range of average FICO
     scores for borrowers within pools Ambac insured in these
     asset classes is 695 - 745.

   * Ambac analyzes these portfolios on a transaction by
     transaction basis using the most recent actual performance
     data and projecting future performance using "roll rate"
     analysis.

   * Within the CES portfolio, Ambac has downgraded seven
     transactions (amounting to $2.1 billion) to below investment
     grade.  The seven transactions are represented by three
     issuers, all were originated in 2005 to 2007 and all have
     reserves estimated.  While Ambac has not paid claims on any
     of its CES transactions to date, Ambac has established
     reserves based on estimates of cumulative losses over the
     lives of the stressed transactions.

   * The vast majority of the remaining CES portfolio from this
     time period comprises three 2006 Countrywide transactions
     that are performing satisfactorily, with cumulative losses to
     date ranging from 0% to 0.5%.

   * Within the HELOC portfolio, Ambac has downgraded seven
     transactions amounting to $2.2 billion) to below investment
     grade.  The seven transactions are represented by five
     issuers, all were originated in 2005 to 2007 and all have
     reserves estimated.

   * Ambac has observed clear performance differences within these
     portfolios, particularly earlier versus later vintages and
     bank versus non-bank originators.  Moody's commented in its
     Special Report, "Moody's expectations on individual
     transactions can vary significantly around those numbers
     (Moody's expected cumulative loss estimates by vintage),
     based on the quarter of origination as well as deal- and
     issuer-specific characteristics."  Ambac fully agrees that
     performance varies greatly and has appropriately reserved for
     its underperforming transactions.  The stress Ambac is
     experiencing within each of these portfolios is limited to a
     relatively few transactions.  The remaining transactions in
     both asset classes are performing within expectations and are
     internally rated investment grade.

   * Ambac is in the process of aggressively remediating this
     portfolio.  Several transactions within these two portfolios
     are the subject of diagnostic, forensic and legal scrutiny.  
     Ambac has begun the process of putting back loans that it
     believes do not fit the various criteria represented by the
     originators.  While the bond insurer believes that these
     remediation efforts may have a material impact on the
     ultimate losses in these transactions, it have not factored
     in any potential recovery into its loss estimates at this
     time.

In summary, Ambac has already taken substantial reserves against
its CES and HELOC portfolios (48% and 33%, respectively, against
below investment grade exposure).  Moreover, Ambac has not assumed
any recoveries related to its active remediation efforts.  Despite
very stressful loss estimates of its portfolio, Ambac believes it
has already exceeded Moody's stressed Aaa ratings target as of
April 30, 2008 and it continues to build excess capital.  
Maintaining its Aaa Moody's rating is an important business
objective.  As such, Ambac has scheduled to have detailed
discussions with Moody's to present an updated drill down analysis
on its second lien exposures.

As previously reported in the TCR, Ambac disclosed a first quarter
2008 net loss of $1.6 billion.  This compares to first quarter
2007 net income of $213.3 million.  The first-quarter result was
primarily affected by non-cash, mark-to-market losses on credit
derivative exposures amounting to $1.7 billion in the first
quarter 2008 driven by the continued disruption in the global
credit markets impacting the fair value of Ambacs derivatives
exposures during the quarter.  The decrease was also caused in
part by the current quarters loss provision on Ambacs financial
guarantee direct exposures to mortgage-related securities which
amounted to $1.0 billion, as well as by other than temporary
impairment charges on certain investment securities within the
financial services investment portfolio.

                       About Ambac Financial

Based in New York City, Ambac Financial Group, Inc. is a holding
company that provides financial guarantees and financial services
to clients in both the public and private sectors around the world
through its principal operating subsidiary, Ambac Assurance
Corporation.  As an alternative to financial guarantee insurance
credit protection is provided by Ambac Credit Products, a
subsidiary of Ambac Assurance, in credit derivative format.

                           *    *    *

As reported in the Troubled Company Reporter on March 7, 2008,
Moody's Investors Service said in a news statement that Ambac
Financial Group Inc., if successful with its equity offering of
$1.5 billion, will likely retain its "Aaa" rating.

Moody's said that it will evaluate Ambacs ability to raise
capital at reasonable terms as an indication of the companys
financial flexibility and overall level of support from investors.  
In Moody's view, Ambacs new equity and equity linked capital
through a public offering represents an important component of its
overall plan to strengthen the credit profile of its financial
guaranty insurance subsidiary, Ambac Assurance Corporation.

On Jan. 18, Fitch Ratings downgraded Ambac to double-A after the
insurer put off plans to raise equity capital.

Moody's, the TCR said Jan. 17, 2008, placed the Aaa insurance
financial strength ratings of Ambac Assurance Corporation and
Ambac Assurance UK Limited on review for possible downgrade.  In
the same rating action, Moody's also placed the ratings of the
holding company, Ambac Financial Group, Inc. (senior debt at Aa2),
and related financing trusts on review for possible downgrade.  
Moody's stated that this rating action follows Ambacs
announcement of record losses, a capital raising plan, and the
retirement of its CEO.


AMP'D MOBILE: To Sell Accounts Receivable to Afni for $2,560,000
----------------------------------------------------------------
Amp'd Mobile, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to sell its accounts
receivable and all causes of actions relating solely to those
accounts receivable to Afni, Inc., for $2,560,000, free and clear
of all liens, claims, encumbrances, and interests.  

Upon analysis of its ongoing collection efforts, the Debtor's
management concluded that the sale of the AR Portfolio in its
entirety was the best method to maximize the recovery to the
estate, Steven M. Yoder, Esq., at Potter, Anderson & Corroon LLP
in Wilmington, Delaware, relates.  

The bid submitted by Afni is the highest and the best bid that
the Debtor has received for the AR Portfolio Assets after a
prolonged marketing period, Mr. Yoder says.  The Debtor thus
determined that the sale of the AR Portfolio to Afni will provide
a significant influx of cash to the estate and will alleviate the
need to continue to employ collection agencies who attempt to
collect the accounts receivable in a piecemeal fashion over a
prolonged period of time.

The Debtor notes that a copy of the the account receivables to be
sold to Afni is voluminous and is available upon request.

Concurrent with the execution of the Purchase Agreement, Afni
will deposit into escrow with Potter Anderson & Corroon LLP
$256,000 in good funds.  The Deposit will be non-refundable
except if (i) the Agreement is terminated for any other reason
other than Afni's default or breach, or (ii) the Debtor is unable
to consummate the transaction.

The Debtor asserts that any liens, claims, encumbrances, and
interest on the AR Portfolio are capable of being satisfied by
cash payment.  Furthermore, the Debtor's Secured Lender has
indicated its support for the Sale, according to Mr. Yoder.

                      Stewart's Commission

The Debtor also sought and obtained the Court's authority to pay
a 2% commission fee to Shannon Stewart as compensation for his
efforts in assisting with the negotiations of the terms of Afni
sale.

The Debtor notes that Mr. Stewart is its former employee who
possessed the most knowledge of the AR portfolio.  Following the
cessation of the Debtor's operations in late July 2007, Mr.
Stewart remained with the Debtor for a period of time to help
assist with the disposition of the AR Portfolio.  Those efforts
proved unsuccessful, but Mr. Stewart assisted the Debtor in
making arrangements with the various collection agencies that
have since been attempting to maximize the recovery of the AR
Portfolio.  Recently, the Debtor was approached by Mr. Stewart
and was informed that he had identified some potential new
prospects interested in purchasing the AR Portfolio, Mr. Yoder
tells the Court.  "With no guarantee of payment, Mr. Stewart
worked diligently and expeditiously to identify the level of
interest and willingness of a potential buyer to proceed with a
transaction," he cites.

Without Mr. Stewart's efforts, the Debtor does not believe it
would be in a position to sell the AR Portfolio and would instead
be plodding along with its continued collection efforts.  As a
result, the Debtor, with the consent of the Secured Lender,
believes that awarding Mr. Stewart the Commission Fee in
connection with the Afni Transaction is fair and a good use of
the estate assets under the circumstances.

                        About Amp'd Mobile

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual  
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm, represent the Debtor in its restructuring efforts.  
Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C. and
Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, represent the
Official Committee of Unsecured Creditors.  In its schedules filed
with the Court, the Debtor listed total assets of $47,603,629 and
total debts of $164, 569,842.  The Debtor's exclusive period to
file a plan expired on Sept. 29, 2007.  The Debtor is in the
process of selling various assets. (Amp'd Mobile Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


AMP'D MOBILE: To Sell Remaining "Hard" Assets to Great American
---------------------------------------------------------------
Amp'd Mobile, Inc., seeks permission from the U.S. Bankruptcy
Court for the District of Delaware to sell certain of its
furniture and studio equipment to Great American Group LLC, for
$170,000, free and clear of all liens, claims, encumbrances, and
interests.  

Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP in
Wilmington Delaware, relates that since late July 2007, the
Debtor's management has continued to market and solicit interest
in the Debtor's remaining assets.  The Debtor has sold furniture,
equipment, and computers; completed a sale of its handset and
handset accessories inventory; assigned its assets and rights
related to certain intellectual property rights; sold its
accounts receivable portfolio; marketed its remaining
intellectual property assets; and commenced a large volume of
avoidance actions all in an effort to maximize value for all its  
creditors.  

"[The latest proposed] sale [to Great American] represents the
last remaining of the remaining 'hard' assets of the Debtor," Mr.
Yoder tells the Court.

Mr. Yoder notes that after eight months of marketing the
Remaining Assets, the Debtor's management have concluded that the
bid submitted by Great American is the highest and best bid the
Debtor has received for the remaining assets.  The Debtor also
assert that the proposed sale will maximize recovery into its
estate and prevent further deterioration of the value of the
Assets.  

The Remaining Hard Assets will be sold on an "as is, where is"
basis.  

A full-text copy to the Afni Asset Purchase Agreement is
available for free at http://bankrupt.com/misc/AMPD_AFNIAPA.pdf    

                        About Amp'd Mobile

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual  
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm, represent the Debtor in its restructuring efforts.  
Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C. and
Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, represent the
Official Committee of Unsecured Creditors.  In its schedules filed
with the Court, the Debtor listed total assets of $47,603,629 and
total debts of $164, 569,842.  The Debtor's exclusive period to
file a plan expired on Sept. 29, 2007.  The Debtor is in the
process of selling various assets. (Amp'd Mobile Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


AMPEX CORP: Files Amended Disclosure Statement and Chapter 11 Plan
------------------------------------------------------------------
Ampex Corporation and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of New York an Amended
Disclosure Statement dated May 9, 2008, explaining their Amended
Joint Chapter 11 Plan of Reorganization.

                     Overview of the Plan

The Plan will enable the Debtors to continue their business
operations without the possibility of a subsequent liquidation
or further financial reorganization.  

Financial advisor Conway Mackenzie & Dunleavy estimates the
Debtors' total enterprise value at at least $79 million by June
30, 2008.  The enterprise value is based upon an aggregation of
individual identifiable assets providing cash flow streams.

Under the Plan, the Debtors' pension plans -- employees'
retirement plan and Quantegy Media Corporation retirement plan --
will not be terminated.  The Debtor will continue to fund the
plans in accordance with the minimum financing standards under the
Internal Revenue Code and ERISA.  The Debtors have estimated
contributions of at least $52,900,000 by 2013.

                        Credit Agreement

Hillside Capital Incorporated and its affiliates will provide
$25 million in loan to the Debtors.  The loan will bear interest
at 10% per annum.  To secure the loan obligation,  Hillside is
entitled to a second priority and subordinate lien on
substantially all assets of the Debtors.

                Treatment of Claims and Interests

               Type of                      Estimated   Estimated
Class         Claims           Treatment   Amount      recovery
-----         -------          ---------   ---------   ---------
unclassified  Administrative               $100,000    100%
               Expense Claims

unclassified  Fee Claims                   $2,900,000  100%

unclassified  Priority Tax                 $200,000    100%
               Claims

1             Priority Non-    unimpaired  $0          100%
               Tax Claims

2             Senior Secured   impaired    $6,900,000  100%
               Note Claims

3             Other Secured    unimpaired  $0          100%
               Claims

4             Hillside         impaired    $11,000,000 100%
               Secured
               Claims

5             General          impaired    $51,600,000 100%
               Unsecured
               Claims

6             Existing Common  impaired    $0          0%
               Stock

7             Existing         impaired    $0          0%
               Securities       
               Laws Claims

8             Other Existing   impaired    $0          0%
               Interests

A full-text copy of the Amended Joint Chapter 11 Plan of
Reorganization is available for free at

              http://ResearchArchives.com/t/s?2be6

A full-text copy of the Amended Disclosure Statement is available
for free at

              http://ResearchArchives.com/t/s?2be8

                         About Ampex

Headquartered in Redwood City, California, Ampex Corp. --  
http://www.ampex.com/-- (Nasdaq:AMPX) is a licensor of visual      
information technology.  The company has two business segments:
Recorders segment and Licensing segment.  The Recorders segment
primarily includes the sale and service of data acquisition and
instrumentation recorders (which record data and images rather
than computer information), and to a lesser extent mass data
storage products.  The Licensing segment involves the licensing
of intellectual property to manufacturers of consumer digital
video products through their corporate licensing division.

On March 30, 2008, Ampex Corp. and six affiliates filed for
protection under Chapter 11 of the Bankruptcy Code with the U.S.
Bankruptcy Court for the Southern District of New York (Case
Nos. 08-11094 through 08-11100).  Matthew Allen Feldman, Esq.,
and Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP,
represent the Debtors in their restructuring efforts.  The
Debtors have also retained Conway Mackenzie & Dunleavy as their  
financial advisors.  In its schedules of assets and liabilities
filed with the Court, Ampex Corp. disclosed total assets of
$9,770,089 and total debts of $82,488,054.

The Debtors have nine foreign affiliates that are incorporated
in seven countries -- one each in the United Kingdom, Japan,
Belgium, Colombia and Brazil and two each in Germany and Mexico.  
With the exception of the affiliates located in the U.K. and
Japan, none of the other foreign affiliates conduct meaningful
business activity.  As of March 30, 2008, none of the foreign
affiliates have commenced insolvency proceedings.


ATARI INC: Infogrames Entertainment Declares 51.6% Equity Stake
---------------------------------------------------------------
Infrogames Entertainment S.A. and California U.S. Holdings, Inc.
declare beneficial ownership of 6,926,245 shares of Atari Inc.
common stock, representing 51.6% of the company's outstanding
common stock.

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

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

                        *     *     *

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

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

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


BANK OF AMERICA MORTGAGE: Fitch Affirms BB Rating on Two Classes
----------------------------------------------------------------
Fitch Ratings has taken rating action on these Bank of America
(BOAM) mortgage pass-through certificates:

Series 2003-6 Group 1;

   -- Class 1A-1 affirmed at 'AAA', removed from Rating Watch
      Negative;

   -- Class 1A-2 affirmed at 'AAA'

   -- Class 1A-3 affirmed at 'AAA'

   -- Classes 1A-5 through 1A-27 affirmed at 'AAA';

   -- Classes 1A-29 through 1A-41 affirmed at 'AAA';

   -- Class 1A-PO affirmed at 'AAA';

Series 2004-4 Group 1;

   -- Classes 1A-1 through 1A-11 affirmed at 'AAA';

   -- Class 1A-12 affirmed at 'AAA', removed from Rating Watch
      Negative;

   -- Class 1A-PO affirmed at 'AAA';

   -- Class 130-IO affirmed at 'AAA';

   -- Class 30B-2 affirmed at 'A';

   -- Class 30B-3 affirmed at 'BBB';

   -- Class 30B-4 affirmed at 'BB'.

Series 2004-7 Groups 1 & 5;

   -- Class 1A-1 affirmed at 'AAA'

   -- Class 1A-2 affirmed at 'AAA'

   -- Classes 1A-5 through 1A-19 affirmed at 'AAA';

   -- Classes 5A-1 through 5A-15 affirmed at 'AAA';

   -- Class 5A-16 affirmed at 'AAA', removed from Rating Watch
      Negative;

   -- Class 1X-PO affirmed at 'AAA';

   -- Class 130-IO affirmed at 'AAA';

   -- Class 5X-PO affirmed at 'AAA';

   -- Class 530-IO affirmed at 'AAA';

   -- Class 30B-1 affirmed at 'AA';

   -- Class 30B-2 affirmed at 'A';

   -- Class 30B-3 affirmed at 'BBB';

   -- Class 30B-4 affirmed at 'BB';

   -- Class 30B-5 rated 'B', placed on Rating Watch Negative.

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

Class 1A1 from series 2003-6, Class 1-A-12 from series 2004-4, and
Class 5-A-16 from series 2004-7 are insured by MBIA. For more
information please refer to 'Fitch Moves to Underlying Ratings for
MBIA-Insured Bonds' dated Apr. 4, 2008, available on the Fitch
Ratings Web site at http://www.fitchratings.com/


BARR LABORATORIES: Moody's Affirms Ba1 Ratings & Revises Outlook
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Barr
Laboratories, Inc. including the Ba1 Corporate Family rating and
the SGL-2 Speculative Grade Liquidity Rating.  At the same time,
Moody's revised the rating outlook to stable from positive.  The
rating outlook had been positive since the initial rating
assignment of Barr on Aug. 25, 2006.

The outlook revision to stable reflects Moody's belief that Barr
appears increasingly unlikely in the near term to comfortably
sustain the cash flow to debt ratios appropriate for Moody's "Baa"
range outlined in Moody's Global Pharmaceutical Rating
Methodology.  These ratios include cash flow from operations to
debt of 25% to 40% and free cash flow to debt of 15% to 25%.  For
the twelve months ended March 31, 2008, Moody's estimates that
Barr's CFO/Debt was 17% and FCF/Debt was 10%, reflecting Moody's
standard adjustments.  Moody's anticipates improvement in these
ratios during 2008, but at a slower pace than prior expectations.

"Barr's cash flow to debt ratios should solidly sustain the
current Ba1 rating, but appear unlikely to support an upgrade to
investment grade in the near term," stated Moody's Senior Vice
President Michael Levesque.

Barr's U.S. generic sales and contraceptives sales experienced
softness during the first quarter of 2008, declining 15% and 18%
respectively because of increasing competition and pricing
pressure.  Moody's believes that these factors are unlikely to be
fully offset by new generic launches in 2008 along with rising
sales in Barr's proprietary business.

Barr's Ba1 continues to reflect the criteria outlined in Moody's
Global Pharmaceutical Rating Methodology, with consideration given
to Barr's large presence as a generic drug manufacturer.  Positive
factors on size/scale ("Baa"), EBITA margin ("Aa") and return on
equity ("A") are offset by lower scores on CFO/Debt ("Ba"),
FCF/Debt ("Ba") and cash coverage of debt ("B").

Over time, factors that would support positive rating pressure
include healthier growth rates in Barr's generics business, cash
flow to debt ratios to levels solidly within the "Baa" ranges, and
a disciplined approach to any future business development with
clearly defined capital structure targets or credit ratio metrics.

Conversely, factors that would create negative pressure include
inability to sustain cash flow to debt ratios near the high end of
Moody's "Ba" ranges, faster than expected price erosion combined
with few launches of new products, or debt-financed acquisitions.

Ratings affirmed:

Barr Laboratories, Inc.:

  -- Ba1 Corporate Family Rating
  -- Ba1 Probability of Default Rating
  -- Ba1 (LGD4, 50%) senior unsecured Term Loan A due 2011
  -- Ba1 (LGD4, 50%) senior unsecured Revolving Credit Facility of
     $300 million due 2011

  -- SGL-2 Speculative Grade Liquidity rating

Outlook change: to stable from positive

Headquartered in Montvale, New Jersey, Barr Pharmaceuticals, Inc.
[NYSE: BRL] is one of the five largest companies specializing in
the U.S. generic pharmaceutical market.  The company reported
$2.5 billion of net revenues during 2007.  Barr Laboratories, Inc.
is a wholly-owned subsidiary of Barr Pharmaceuticals, Inc.


BEXAR FINANCE: Moody's Holds Ba2 Rating on Subordinate Bonds
------------------------------------------------------------
Moody's Investors Service has affirmed the Bexar County Housing
Finance Corporation Multifamily Revenue Refunding Bonds (Doral
Club and Sutton House Apartments Project), Series 2001 A at Baa2
and Subordinate Series 2001C at Ba2.

The Series A Bonds will continue to maintain MBIA bond insurance.

The rating affirmations are reflective of debt service coverage
levels that are consistent with Moody's benchmarking standards.  
The outlook remains negative.

Doral Club, which is a 297 unit multi-family property, was built
in 1985 and is composed of 11, three story buildings located in
the northwest section of San Antonio.

Sutton House Apartments, which was also built in 1985, is a 265
unit multi-family garden style complex comprised of 18 three story
buildings located in the north central section of San Antonio.

Legal Security:

All bonds are secured by revenues of the project as well as by
funds and investments pledged to the trustee as security for the
bonds.

Strengths:

  -- Revenues continue to generate enough funds for all expenses
     and debt service payments.

  -- The properties are located near major employment centers.

Challenges:

  -- Debt service coverage of senior and subordinate debt have
     both declined but remain above 2005 levels.

  -- A substantial number of multi-family units are currently in
     the pipeline within the northwest and north central San
     Antonio submarket which will likely reduce occupancies at
     existing properties.

Recent Developments:

Interim financial statements indicate coverage declined slightly
in 2007 with projected senior debt coverage of 1.47x and
subordinate coverage projected at 1.18x.

Occupancy at the Doral and Sutton developments were 92% and 96.23%
respectively in 2007, which is consistent with the 94.7% average
in each submarket reported by Torto Wheaton Research.  Vacancy in
the submarket is forecasted to decrease to 93.5% and 93.4%,
respectively, in 2008 and 92.60% and 92.40%, respectively, in 2009
by TWR.  In 2007, a total of 1,228 units of new multi-family
housing were completed in the North Central and Northwest San
Antonio submarkets.  Both developments will likely be negatively
impacted as the new product will provide strong competition.

The local economy has improved with approximately 16,000 jobs
added to the local work force in 2007.  Over the past five years,
employment has grown at an average annual rate of 2.0%, while in
the U.S., the employment has grown at a slower 1.2% annually.

Although the overall economy has strengthened, competition
continues to increase as the market remains overbuilt.  The market
has seen 5,933 new units added during the prior 12 months.  There
are over 3,818 units planned for 2008. 925 of these units are
directly in the Sutton sub-market and 759 units are in the Doral
sub-market.

What could change the rating -UP

Stabilization of occupancy and increase in debt service coverage.

What could change the rating -DOWN

A decline in occupancy and/or a decrease in debt service coverage.
Outlook

The outlook remains negative.


BOSTON GENERATING: S&P Holds 'B+' Rating on $1.13 Billion Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue-level
rating on Boston Generating LLC's $1.13 billion first-lien term
loan B due in 2013, its $70 million revolving facility, and its
$250 million LOC facility.  The '1' recovery rating on these
issues remains unchanged.  Standard & Poor's also affirmed its
'B-' rating on the issuer's second-lien $350 million term loan C.  
The '4' recovery rating on this loan remains unchanged.  The
outlook is negative.  The $300 million of holding company notes
outstanding at parent EBG Holdings are not rated.
     
The affirmation follows the project's commitment to improve credit
quality by taking remedial steps to improve financial performance
after lower-than-expected financial performance for 2007.  The
project has entered into a new hedge agreement with Sempra Energy
for the Fore River facility, and restructured its existing hedge
agreement on Mystic 8 and 9 with Credit Suisse.  It also resolved
the dispute and restructured its fuel supply agreement with
Distrigas.  While Standard & Poor's views these actions
positively, no immediate improvement in financial performance is
expected until second half of 2009, when higher capacity prices,
improved margins due to lower basis risk, and benefits of
restructured fuel supply agreement are expected to become visible.
     
The negative outlook on Boston Gen reflects S&P's concern that
financial performance has fallen short of anticipated levels.  The
rating may be lowered if the project is forced to use a
significant proportion of its restricted cash to meet its 2008
covenants as described earlier, or if it's unable to demonstrate
sustainable improvement in its financial performance thereafter.  
Prospects for an upgrade or outlook revision to positive in the
near term are unlikely given the increase in refinancing risk when
the debt matures in 2013, and the expectation of tight covenant
ratios through most of 2008.


BRESNAN COMMUNICATIONS: Moody's Affirms B2 Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed its ratings for Bresnan
Communications, LLC, as outlined below.  At the same time, Moody's
changed the rating outlook to positive from stable based on the
Company's strong operating performance and de-leveraging, coupled
with expectations of similar industry outperformance over the
forward rating horizon.

Moody's has taken these rating actions:

Bresnan Communications, LLC

  -- Corporate Family Rating -- Affirmed B2
  -- Probability-of-Default Rating -- Affirmed B2
  -- $125 million senior 1st lien secured revolving credit
     facility due 2012 -- Affirmed B2, LGD3 -- 44%

  -- $75 million senior 1st lien secured term loan A due 2012 --
     Affirmed B2, LGD3 -- 44%

  -- $540 million senior 1st lien secured term loan B due 2013 --
     Affirmed B2, LGD3 -- 44%

  -- $100 million senior 2nd lien secured term loan due 2014 --
     Affirmed Caa1, LGD6 -- 94%

  -- Outlook -- Changed to Positive from stable

The B2 corporate family rating reflects the company's high
financial risk, as evidenced by moderately high leverage, weak
coverage and negative free cash flow.  These risks are exacerbated
by the company's relatively small scale and the likelihood of
heightened business risks in future periods as the competitive
environment intensifies.  The rating is also constrained by the
predominantly financial sponsor-driven ownership structure, which
has historically demonstrated a propensity for effecting
shareholder distributions through debt-financed transactions.

These risks are mitigated, however, by the company's good
liquidity profile and strong historical operating performance
since 2005, as well as expectations of similar results going
forward.  The business environment in Bresnan's markets has also
been somewhat benign from a competitive perspective, with only a
relatively limited threat posed by incumbent phone service
providers contributing to above average penetration rates for
ancillary products and service offerings to date.  The rating is
also supported by the continuing relationship with Comcast
Corporation, a minority owner of the company, the benefits of
affiliation with which support margin enhancement through savings
under programming procurement contracts as well as other cash flow
benefits via equipment purchase discounts, and which Moody's
believes afford additional flexibility to compete more
aggressively for customers.

The positive outlook specifically incorporates Moody's expectation
of continued deleveraging of the company's balance sheet and the
achievement of modestly positive free cash flow driven by ongoing
above-average operating performance over the next 12-to-18 months,
which could prompt a rating upgrade during this period.

Bresnan Communications, LLC is a multiple cable television system
operator serving more than 300,000 subscribers in the states of
Colorado, Montana, Wyoming, and Utah.  Headquartered in Purchase,
New York, the company's revenue was $354 million for the twelve-
month period ended March 31, 2008.


BROADWAY GEN: S&P Holds 'BB-' Preliminary Rating on $800MM Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its preliminary 'BB-'
credit rating on merchant power generator Broadway Gen Funding
LLC's $800 million first-lien term loan due 2014, $150 million
first-lien revolving credit facility due 2013, and $165 million
first-lien LOC facility due 2014.  Standard & Poor's also affirmed
its '1' recovery rating on the combined $1.115 billion first-lien
debt obligations, reflecting the expectation of very high (90%-
100%) recovery of principal in the event of a default.
     
Standard & Poor's also affirmed its preliminary 'B' debt rating
and '3' recovery rating on the $250 million second-lien term loan.  
The '3' recovery rating indicates the expectation of meaningful
(50% to 80%) recovery of principal under an assumed default
scenario.
     
Standard & Poor's also revised the outlook on all the loans to
positive from stable, reflecting its expectation that all or
nearly all debt will be repaid in the near term.  The project
sponsor expects all debt principal to be repaid about May 2008 as
a result of the following four asset sales: Shady Hills Power Co.
LLC (sale date June 21, 2007), Zeeland Power Co. LLC (sale
date Dec. 21, 2007), Bosque Power Co. LLC (sale date Jan. 15,
2008) and Sugar Creek Power Co. LLC (expected sale date May 2008).
     
Broadway Gen used the debt issuance to finance its acquisition of
six gas-fired power-generation facilities that Mirant Corp.
(B+/Stable/--) previously owned and operated.  The asset sale
followed Mirant's announced intention to focus on its core markets
in the Mid-Atlantic and Northeast regions and in California.
     
"The positive outlook on Broadway Gen reflects our view that all
or nearly all debt will be repaid in the near term by means of a
fourth asset sale (Sugar Creek Power Co. LLC ), expected to close
about May 2008," said Standard & Poor's credit analyst Matthew
Hobby.  "Although we expect the Sugar Creek sale to be completed,
if it is not completed, the outlook could be revised to stable,"
he continued.


CANADIAN TRUSTS: Ontario Court Defers Ruling on ABCP Amended Plan
-----------------------------------------------------------------
Ontario Superior Court Justice Colin Campbell convened a sanction
hearing on May 12 and 13, 2008, to consider the Amended Plan of
Compromise and Arrangement proposed by the Pan-Canadian Investors
Committee for Third Party Structured Asset Backed Commercial
Paper.

No official ruling has been issued as of press time.

Mr. Justice Campbell has said he plans to enter a decision on the
matter very soon, according to Reuters.  "I will try to do my part
in a relatively short period of time," Reuters quoted Mr. Justice
Campbell as saying.

Mr. Justice Campbell has noted during the May 12 hearing that he
has a problem with the ABCP Plan provision that provides certain
ABCP participants immunity from lawsuits, according to John
Greenwood of Canwest News Service.

At the hearing, investors represented by the Pan-Canadian
Investors Committee for Third Party Structured Asset Backed
Commercial Paper appeared before the Ontario Superior Court to
convince the Court to sanction the Plan for these reasons:

   -- The requisite majorities of the Applicants' creditors
      overwhelmingly approved the Amended Plan;

   -- There has been compliance with all statutory requirements
      and adherence to previous orders of the Court;

   -- Nothing has been done or purported to be done that is not
      authorized by the Companies' Creditors Arrangement Act,
      R.S.C. 1985, C. C-36, as amended;

   -- The Amended Plan is fair and reasonable; and

   -- The Applicants rely upon Rules 1.04 and 3.02 of the Rules
      of Civil Procedure and Section 6 of the Companies'
      Creditors Arrangement Act, R.S.C. 1985, c., C-36, as
      amended.

The Applicants have proposed that upon the sanction of the Amended
ABCP Plan, Ernst & Young Inc., as Monitor; the CCAA Parties; the
Issuing and Paying Agents; the New Issuer Trustee; the issuing and
paying agents in respect of the Plan Notes; the Depositary and CDS
Clearing & Depository Services Inc., and the participants  will be
authorized to complete the distributions contemplated under the
Amended Plan.

Any distributions under the Amended Plan will not constitute a
"distribution" for the purposes of Section 159 of the Income Tax
Act (Canada), Section 270 of the Excise Tax Act (Canada) and
Section 107 of the Corporations Tax Act (Ontario).  In making any
payments under the Amended Plan, any party is not considered
"distributing", nor will it be considered to have "distributed",
the funds.  A paying party will also not incur any liability for
making any payments ordered by the Court, and will thus be
forever released from any claims against it.

The Applicants have contemplated that as of the Plan
Implementation Date, the Amended Plan, including all compromises,
arrangements, transactions, releases, discharges and injunctions
related to it, will inure to the benefit of, and be binding and
effective on the Noteholders, the Monitor, and all other persons
affected.

No Person who is a party to any obligation or agreement with the
CCAA Parties will, following the Implementation Date, accelerate,
terminate, rescind, refuse to perform or repudiate its
obligations under the Plan, or enforce or exercise any right --
including any right of set-off, dilution or other remedy -- or
make any demand in respect of any obligation or agreement.

On the Implementation Date, the Monitor will be discharged and
released and will have no further obligations or
responsibilities, except only with respect to any remaining
duties or powers required to implement and give effect to the
terms of the Amended Plan.
                                                                                     
The CCAA Charges on the assets of the CCAA Parties provided for
in the Initial CCAA Order and any subsequent Orders in the CCAA
Proceedings will automatically be fully and finally
terminated, discharged and released on the Plan Implementation
Date.  However, the Monitor will continue to hold the benefit of
a CCAA Charge, as provided in the Initial CCAA Order,
until the Monitor has completed its duties under the Plan and the
fees and disbursements of the Monitor and its counsel have been
fully paid.

The provisions of the Initial CCAA Order will remain in full
force and effect until the Implementation Date.

Effective on the Implementation Date, all the compromises,
arrangements, exculpations, releases, discharges and injunctions
will be sanctioned because these are necessary for the success of
the Plan, the Applicants noted.

                      About the ABCP Trusts

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

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

(Canadian ABCP Trusts Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


CANADIAN TRUSTS: ABCP Panel Responds to Demand for Plan Changes
---------------------------------------------------------------
The Honourable Mr. Justice Colin Campbell of the Ontario Superior
Court of Justice heard on April 22 and 23, 2008, a number of
motions seeking amendments to the Plan of Compromise and
Arrangement presented by the Pan-Canadian Investors Committee for
Third Party Structured Asset Backed Commercial Paper.

Representing the Applicants, Benjamin Zarnett, at Goodmans LLP,
in Toronto, Ontario, notes that some creditors have argued that
they required further information in order to cast their
votes in an informed manner.

Ernst & Young, Inc., has confirmed holdings of more than of C$31
billion in total ABCP and that, from that total, the holders of
approximately $30.1 billion of ABCP -- representing approximately
97% of all of the Affected Canadian ABCPs -- cast votes at a
creditors' meeting held on April 25, 2008.  Of that amount, the
holders of approximately $28.9 billion in ABCP, or 96%, voted in
favour of the Plan, Mr. Zarnett points out.

Logically, one would expect that people who felt they did not
have enough information to vote would either abstain or vote
against the Plan unless their information needs were satisfied,
Mr. Zarnett contends.  He notes that both the absence of any
significant number of abstentions and the overwhelming support
for the Plan establish that the holders of ABCP were able to and
did vote as they wished.

A concern has been raised that it is unreasonable to expect
Noteholders to ratify the Plan when final definitive documents
for all aspects of the Plan are not yet available, Mr. Zarnett
says.   The fact that Noteholders voted 96% in favour of the Plan
answers this concern, he avers.  In addition, he cites, the Plan,
as approved by Noteholders, describes the material terms of
certain "approved agreements" which will implement the Plan.

Some parties question whether the need to provide global releases
to the Asset Providers and certain Canadian banks has been fully
established.  "The Applicants submit that 96% of the Noteholders
have expressed the view that they do not propose to play a high-
stakes game of chicken to test the resolve of the parties whose
contributions to this restructuring are essential," Mr. Zarnett
says.

Some Noteholders argue that they voted "yes" while reserving
their rights to challenge the global releases, and that this
qualifies the degree of support that can be drawn from the 96%
approval.  However, their vote must signify a willingness to
accept the Plan even if modified releases are not available, Mr.
Zarnett observes.  If they were not prepared to accept the Plan
at all, they would have voted "no", he concludes.

        CIBC Mellon and Paquette Entities Present Side

A. CIBC Mellon, et al.

Indenture Trustees CIBC Mellon Trust Company, Computershare Trust
Company of Canada and BNY Trust Company of Canada assert that the
Court has the jurisdiction and power to include them in the Plan
Release Provisions.

Jeffrey S. Leon, Esq., at Bennett Jones LLP, in Toronto, Ontario,
relates that Mr. Justice Campbell advised on May 2, 2008, that if
any party opposes the inclusion of the Indenture Trustees, in the
Plan Releases, it should inform counsel of the Indenture Trustees
prior to the Sanction Hearing.

Mr. Leon discloses that as of May 9, no party has communicated
its opposition to the inclusion of the Indenture Trustees to the
Release Parties.

"It is fair, reasonable, appropriate and necessary that the
Indenture Trustees are included in the Release," Mr. Leon
insists.  "It would be unreasonable to expect the Indenture
Trustees to incur liability when a debtor becomes insolvent."

According to Mr. Leon, a restructuring that involves the property
of the trust necessitates that any potential claims against the
Indenture Trustees be compromised and released as part of the
Plan so that the assets of the trusts can be dealt with in the
restructuring for the benefit of the Noteholders.

B. Paquette Entities

Paquette & Associes Huissers en Justice, s.e.n.c. and Andre
Perron, Francois Taillefer, Jean-Guy LaChance, Jean-Marc
Paquette, Pierre LaMarche, Francois Cantin and Charles Pacquette
objects to a request made by Cinar Corporation, Cinar Productions
(2004) Inc. and Cookie Jar Animation Inc., to exclude the
Paquette Entities from the Plan Release provisions.

According to Cinar, the Paquette Entities have obligations to
distribute proceeds from a judicial sale of certain "Weinberg
Properties."

Murray Stieber, Esq., at Stieber Berlach LLP, in Toronto,
Ontario, relates that the Paquette Entities sold the Weinberg
Properties in December 2006, and placed the proceeds into
Paquette's general trust account at National Bank of Canada.  The
Paquette Entities named Cinar as a creditor under a "scheme of
collocation."  Subsequently, the Paquette Entities transferred
the proceeds to a special trust at National Bank Financial --
with the consent of Cinar -- to allow the money to earn interest.

The Paquette Entities then invested the proceeds in the purchase
of ABCP, which NBF depicted as a safe investment.

According to Mr. Stieber, the Paquette Entities acted at all
times, in accordance with its duties and obligations as a
bailiff.

It would be unfair if Mr. Justice Campbell granted Cinar's
request and exclude the Paquette Entities from the Release
Parties, without similarly denying NBC and NBF's inclusion in the
Release Parties, Mr. Stieber argues.

                      About the ABCP Trusts

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

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

(Canadian ABCP Trusts Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


CANADIAN TRUSTS: Ernst & Young Delivers 7th Status Report
---------------------------------------------------------
Ernst & Young, Inc., as monitor of the proceedings commenced by
the Pan-Canadian Investors Committee for Third-Party Structured
Asset-Backed Commercial Paper under Canada's Companies' Creditors
Arrangement Act, delivered its seventh monitor report on
May 6, 2008, to the Ontario Superior Court of Justice to
inform Honorable Justice Colin Campbell of, among other things,  
additional information with respect to a summary of alleged
claims that was provided to the Court by the Monitor in
connection with a May 2 case conference.

The Monitor reports that on May 1 and 2, 1008, Borden Ladner
Gervais LLP, the Monitor's counsel, provided the Court with
certain information regarding the May 2 case conference:

   -- a summary of alleged claims prepared by the Monitor based
      on information it has received from counsel to various
      moving parties;

   -- a copy of a submission from National Bank Financial in
      response to certain claims asserted against it based on the
      Summary of Alleged Claims;

   -- a letter from Coventree, Inc., Coventree Capital Inc., and
      Coventree Mortgage Finance Corp. to counsel of the Monitor,
      indicating the parties against which Coventree would assert
      counter-claims if certain of the litigation against
      Coventree were not released by the implementation of the
      Plan; and

   -- a summary chart of the types of parties against which
      claims and claims over might be asserted based on the
      Summary of Alleged Claims, the submission from National
      Bank Financial, and the letter from Coventree.

According to the Monitor, the Summary of Alleged Claims indicates
that various moving parties have asserted that their aggregate
holdings of Affected ABCP are in the range of C$1.6 billion to
C$3.4 billion.  The broad range of dollar amounts arises
primarily from the information provided by counsel to the Ad Hoc
Committee of Holders of Non-Bank Sponsored Asset-Backed
Commercial Paper, which has specified a range of dollar amounts
for the quantum of holdings of Affected ABCP by each person
represented on the Ad Hoc Committee, the Monitor states.

The Monitor has reviewed the amounts of the holdings of Affected
ABCP indicated to the Monitor by those parties that are listed in
the Alleged Claim Summary who filed Voter Identification Forms or
Voter Confirmation Forms with the Monitor.

To preserve confidentiality, the Monitor has not indicated the
dollar value holdings of Affected ABCP by party, but reports
that:

   a) Not all of the parties listed in the Alleged Claim Summary
      filed VIFs or VCFs with the Monitor.  It is not currently
      possible for the Monitor to report the aggregate holdings
      of Affected ABCP by those parties;

   b) The names of the persons included in the Summary of Alleged
      Claims in respect of the Ad Hoc Committee have not been
      provided to the Monitor and therefore, it is unable to
      definitively identify the holdings of Affected ABCP for
      those parties; and

   c) The aggregate holdings of Affected ABCP indicated by the
      parties listed in the Alleged Claim Summary (i) whose names
      were provided to the Monitor, and (ii) that did file VIFs
      or VCFs with the Monitor, aggregate approximately
      C$1.1 billion.

                      About the ABCP Trusts

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

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

(Canadian ABCP Trusts Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


CANADIAN TRUSTS: Creditors Assert Claims Against CCAA Parties
-------------------------------------------------------------
In its Seventh Monitor Report, Ernst & Young Inc., as Monitor in
the CCAA proceedings commenced by The Investors represented the
Pan-Canadian Investors Committee for Third Party Structured Asset
Backed Commercial Paper, disclosed that several creditors have
asserted claims against the CCAA Parties, certain banks, including
National Bank of Canada, dealers and liquidity providers.

The CCAA Parties include the Assets Backed Commercial Paper
Trusts or the Conduits and the Issuer Trustees of the ABCP
Trusts or the Respondents.

The Creditors alleged causes of action which include:

   * breach of contract,
   * breach of fiduciary duty,
   * breach of statutory duty,
   * negligence,
   * failure to act as a prudent dealer and advisor,
   * misrepresentation,
   * acting in bad faith and in conflict of interest, and
   * failure to disclose.   
   
The Creditors who have asserted claims include:

                                       Estimated
   Claimant                         Damages Sought   
   --------                         --------------
   Domtar Inc., as administrator     C$352,644,706
     for retirement plans

   Air Trans A.T. Inc.                 143,501,000

   Aeroports de Montreal                58,500,000
   
   Agence Metropolitaine de             44,500,000
     Transport

   The Jean Coutu Group (PJC) Inc.      34,288,000

   Pomerleau Inc.                       26,500,000

   Hy Bloom Inc. and                    12,258,000
     Cardacian Mortgage
     Services, Inc.
   
   Giro Inc.                             7,800,000

A full-text copy of the Alleged Claims is available for free at:

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

               National Bank of Canada Responds

National Bank of Canada and its affiliates, having been
identified by certain creditors as likely targets of claims in
the event that the Plan of Compromise and Arrangement proposed by
the Pan-Canadian Committee's CCAA proceedings is not sanctioned
by the Court, notes that Alleged Claims are generally in the
nature of "broker-dealer" claims.

According to the National Bank, the ABCP market operated on a
continuous and uninterrupted basis for many years preceding
the market freeze in August, 2007.  National Bank noted that it
was in the context of a fully functioning market that it
participated and dealt with ABCPs as a broker-dealer.

National Bank contends that if the Claimants' actions are allowed
to proceed, it will be necessary for all market participants to
become parties to the litigation in order to assess whether their
conduct, acts or omissions were relevant to the failure of the
ABCP market and if so, to determine whether that conduct, or
those acts or omissions, give rise to liability to National Bank
or to other parties who in turn may be liable to National Bank in
the event that it is adjudged to have any liability to one or
more of the Claimants.

The National Bank prepared a chart which identifies for each
conduit engaged by a claim, the party or parties that could be
the target of a potential claim by National.

A copy of the Summary Chart is available for free at:

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

            Redcorp & Jura Hold HSBC Responsible

Redcorp Ventures Ltd. and Jura Energy Corporation, noteholders of
affected ABCP, inform the Court that they Purchased ABCP on the
advice of HSBC Bank Canada, and on the basis of HSBC's assurances
that the investments were safe, short-term and liquid.

Redcorp is holder of about C$91.4 million Affected ABCP in four
Conduits -- Aurora Trust, Comet Trust, SIT III Trust and Rocket
Trust.  Jura invested C$14.9 million in Series A Notes.

Redcorp and Jura assert that they was not aware of HSBC's
involvement in the structuring of ABCP, nor that HSBC was an
asset provider or liquidity provider.  Redcorp and Jura also
state that at the time they were seeking investment advice from
HSBC, the Bank was fully aware that safety and liquidity were
their primary concerns.

Redcorp and Jura insist that because of the nature of their
individual relationships with HSBC, the Bank had obligations to
thoroughly investigate and recommend to the companies only those
investments that were consistent with their objectives of safety
and liquidity.

At no time until the ABCP market froze on August 13, 2007, did
anyone at HSBC disclose to Redcorp and Jura information about the
deterioration in the non-bank ABCP market in Canada and globally,
the companies insist.

According to Jura and Redcorp, their companies need access to
cash resources in the near future.  They also said that long-term
notes contemplated by the proposed ABCP Plan are of no use to
them, since they need cash or highly liquid instruments to meet
their companies' expenditures.

Redcorp and Jura assert that bringing a claim against HSBC is
very important to them, because they hold HSBC responsible for
the situation they are currently in.

                      About the ABCP Trusts

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

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

(Canadian ABCP Trusts Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


CENTURY CASINOS: Lender Grants Waiver in Exchange for Cash Payment
------------------------------------------------------------------
Century Casinos Inc. received in April 28, 2008, a written waiver
from its lender in Central City, Colorado, for a covenant
violation in adjusted fixed charge coverage.  The waiver was
granted in exchange for a cash payment of $162,500.  

The company's net earnings for the quarter ended March 31, 2008,
was of $541,000.  Net earnings for the 2007 first quarter were
$1,542,000.

At March 31, 2008, the company's balance sheet showed total assets
of $186.2 million, total liabilities of $76.4 million and total
shareholders' equity of $109.8 million.  

Headquartered in Colorado Springs, Colorado, Century Casinos Inc.
(Nasdaq: CNTY) -- http://www.centurycasinos.com/-- is an  
international casino entertainment company that owns and operates
the Womacks Casino and Hotel in Cripple Creek, Colorado, the
Century Casino & Hotel in Central City, Colorado, the Century
Casino & Hotel in Edmonton, Alberta, Canada, and the Century
Casino Millennium in the Marriott Hotel in Prague, Czech Republic.
The company also operates casinos aboard the Silver Cloud, The
World of ResidenSea, and the vessels of Oceania Cruises.  Through
its subsidiary Century Casinos Africa (Pty) Limited, it owns and
operates The Caledon Hotel, Spa & Casino near Cape Town, South
Africa, as well as 60% of, and provides technical casino services
to, Century Casino Newcastle, in Newcastle, South Africa.
Furthermore, the company's Austrian subsidiary, Century Casinos
Europe GmbH, holds a 33.3% ownership interest in Casinos Poland
Ltd, the owner and operator of seven full casinos and one slot
casino in Poland.


CENTURY CASINOS: Inks Credit Facility Amendment with Lenders
------------------------------------------------------------
Century Casinos Inc. entered into an Eighth Amendment to its
Amended and Restated Credit Agreement dated April 21, 2000, to:

   1) extend the maturity date of the credit agreement from
      Dec. 31, 2008, to Dec. 31, 2009;

   2) reduce the aggregate commitment and maximum permitted
      balance available to the Borrowers from $15.5 million to
      $10.0 million;
   
   3) eliminates the requirements to make any Scheduled Reductions
      prior to Dec. 31, 2009 and the TFCC Ratio;

   4) redefines and modifies the covenant requirements for the
      Interest Expense Coverage Ratio and the Restriction on
      Distributions Covenant; and

   5) Adds a Minimum Make-Well Adjusted Quarterly EBITDA financial
      covenant.  This financial covenant permits the Borrower
      to receive an Equity Contribution within 40 days after
      the end of the Fiscal Quarter which is subject to the
      Minimum Make-Well Adjusted Quarterly EBITDA financial
      covenant.  This Equity Contribution will be added to the
      EBITDA realized by the Borrower for such fiscal quarter.  
      The Equity Contribution will result in a permanent reduction
      in the amount available to the Borrower equal to the amount
      of the Equity Contribution.

The Borrower Consolidation is required to maintain the Make-Well
Adjusted Quarterly EBITDA:

   Fiscal Quarter Ended          Minimum Make-Well Adjusted
                                Quarterly EBITDA for such
                                           Quarter
   --------------------          ---------------------------
   March 31, 2008                      N/A
   June 30, 2008                       $1,410,000
   Sept. 30, 2008                      $1,130,000
   Dec. 31, 2008                         $753,000
   March 31, 2009                        $899,000
   June 30, 2009                         $902,000
   Sept. 30, 2009                      $1,425,000
   Dec.31, 2009                        Maturity

The amendment was entered among WMCK Venture Corp., Century
Casinos Cripple Creek, Inc., WMCK Acquisition Corp. , Century
Casinos Inc. and Wells Fargo Bank, National Association, as agent.

The TFCC Ratio is defined as:

     -- EBITDA, minus Distributions, minus Non-Financed Capital
        Expenditures incurred during the period under review

        divided by

     -- Interest Expense actually paid (excluding Subordinated
        Debt), plus current portion of Scheduled Reductions
        actually paid where required during the preceding four
        quarters to bring the Aggregate Outstandings down to the
        required Maximum Scheduled Balance and Capitalized Lease
        Liabilities required during the preceding four quarters,
        plus actual Interest Expense and principal paid (without
        duplication) on Subordinated Debt.

        
            About Century Casinos Inc.

Headquartered in Colorado Springs, Colorado, Century Casinos Inc.
(Nasdaq: CNTY) -- http://www.centurycasinos.com/-- is an  
international casino entertainment company that owns and operates
the Womacks Casino and Hotel in Cripple Creek, Colorado, the
Century Casino & Hotel in Central City, Colorado, the Century
Casino & Hotel in Edmonton, Alberta, Canada, and the Century
Casino Millennium in the Marriott Hotel in Prague, Czech Republic.
The company also operates casinos aboard the Silver Cloud, The
World of ResidenSea, and the vessels of Oceania Cruises.  Through
its subsidiary Century Casinos Africa (Pty) Limited, it owns and
operates The Caledon Hotel, Spa & Casino near Cape Town, South
Africa, as well as 60% of, and provides technical casino services
to, Century Casino Newcastle, in Newcastle, South Africa.
Furthermore, the company's Austrian subsidiary, Century Casinos
Europe GmbH, holds a 33.3% ownership interest in Casinos Poland
Ltd, the owner and operator of seven full casinos and one slot
casino in Poland.


CHECKSMART FINANCIAL: Moody's Reviewing Caa2 Rating for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Checksmart
Financial Company under review for possible downgrade.

The rating action reflects recent legislative action in the Ohio
state legislature related to the payday lending industry.  If
enacted into law, the proposed legislation would have a material
negative effect on Checksmart's business.

The proposed legislation would substantially alter the payday
lending business in Ohio by capping the annual interest rate,
lowering the maximum amount of a loan, extending the minimum life
of a loan, capping the number of loans a consumer could obtain per
year, and mandating that consumers who take more than three payday
loans in a period of 90 days attend a financial literacy program.

CheckSmart, in addition to other member companies of the Community
Financial Services Association, is actively working to defeat the
progress of the legislation.

100 of Checksmart's 256 stores are located in the state of Ohio,
the company's home state.  Therefore, as noted, if enacted the
legislation would have a material negative effect on Checksmart's
revenues, earnings, cash flow, and financial condition.

During the review period Moody's will review the prospects for
passage of the proposed legislation, in either its current or
modified form, and the potential effects on the company's
financial condition and debt service capability.

Based in Dublin, Ohio, Checksmart is a provider of payday lending
loans and offers check cashing services and other financial
products.  The company operates 256 stores in eleven states.

These ratings were placed on review for possible downgrade:

  -- Corporate Family Rating -- B3
  -- Senior Secured First Lien Revolving Credit Facility -- B3
  -- Senior Secured First Lien Term Loan -- B3
  -- Senior Secured Second Lien Term Loan -- Caa2


CHRYSLER LLC: Issues Gas Price Policy to Ease Customer Concerns
---------------------------------------------------------------
In response to direct customer feedback citing the prospect of
rising gas prices as a top concern, Chrysler LLC disclosed its own
economic stimulus package: an exclusive gas price protection
policy that eliminates the risk of further spikes in fuel prices.

With the U.S. purchase of eligible Chrysler, Jeep and Dodge
vehicles, customers can enroll in the "Let's Refuel America"
program and receive a gas card that immediately lowers their gas
price to $2.99 a gallon, and keeps it there for three years.  The
offer is available at 3,511 U.S. Chrysler, Jeep and Dodge
dealerships through June 2, 2008, and is available on vehicles
ranging from popular new compacts, crossovers and minivans to
full-size diesel-powered pickup trucks.

"We are proud to introduce an unprecedented program to help put
customers' minds at ease and do something to help working people
who are worried about the volatility of fuel prices and vehicle
cost of ownership," Jim Press, Vice-Chairman and President,
Chrysler LLC, said.  "The Let's Refuel America Price Guarantee
puts money in your pocket today, and allows our customers to
better manage their fuel expenses.  And you can't get it anywhere
else besides a Chrysler, Jeep or Dodge dealership."

The Let's Refuel America program offers consumers a combination of
the fuel price protection program and additional bonus cash up to
$3,000 on available vehicles, including Chrysler PT Cruiser, Dodge
Charger, Jeep Grand Cherokee, Dodge Dakota and Dodge Ram.

                   Consumer Economic Solutions

Chrysler has a number of solutions to help our customers during
these tough economic times.  "Chrysler is committed to providing
the best value, and the least worries, for our customers," Mr.
Press said.

Chrysler's lineup includes five models for under $20,000 that get
28 miles-per-gallon or better on the highway.  To protect
consumers from unexpected repair costs in the future, Chrysler
models come with the industry's best powertrain warranty, covering
the original owner for the life of the vehicle.  And Chrysler has
made a number of its most popular options standard on its New Day
Package vehicles.

                       Fuel Economy Solutions

Chrysler currently offers six models that get better than 28
miles-per-gallon on the highway: Chrysler Sebring, Chrysler
Sebring Convertible, Dodge Avenger, Jeep Compass, Jeep Patriot and
Dodge Caliber.  Through April, the six of these models combined
have higher sales than in the first four months of 2007.

The recently-launched 2009 Dodge Journey comes with an available
173-hp four cylinder engine, helping it achieve best in class fuel
economy.

The Jeep Grand Cherokee diesel 3.0-liter engine provides a class-
leading driving range of approximately 450 miles and gets an
estimated fuel economy of 18 miles/city and 23 miles/highway for
4x2 models and 17 miles/city and 22 miles/highway for 4x4 models.
Outside of North America where fuel-saving diesel engines are in
higher demand, Chrysler offers 17 models with diesel powertrains.

This fall, Chrysler will launch in the United States, two new
hybrid SUVs, the Dodge Durango Hybrid and Chrysler Aspen Hybrid,
boasting a fuel economy improvement of more than 25% overall, and
40% in the city.  In 2010, the Dodge Ram Hybrid will reach the
market.

Chrysler is currently in the midst of a $3 billion powertrain
investment offensive to develop new fuel-efficient powertrains and
axles for our next-generation models.

Chrysler supports the federal government's new dramatically
increased CAFE fuel economy standards, which will increase fuel
efficiency by an average of 40% by 2020.  Recently, Chrysler
joined the US Climate Action Partnership, working to find
solutions to global greenhouse gas emissions.

                      Customer Advisory Board

In February, Chrysler created the industry's first Customer
Advisory Board to encourage a direct dialogue with customers and
gather insight and feedback.  A recent Advisory Board survey
generated these results:

   -- 76% of the community is "very concerned" or "extremely
      concerned" about fuel prices.

   -- 83% of the community responded that fuel prices will affect
      their summer vacation plans.

                         Program Description

The Let's Refuel America gas card program works when a customer
purchases a new and unused Chrysler, Jeep or Dodge vehicle and
selects the program in lieu of other available incentives.  The
customer is provided with the registration process documentation
and registers providing their required personal information via
the dedicated web site or toll-free 800 number.  Once registered,
the customer receives their gas card and separately, their
Personal Identification Number within 4 to 6 weeks of application.  
The customer then swipes their Let's Refuel America Gas Card at an
eligible gas station, selecting up to 87 octane regular, E85 fuel
or diesel fuel, and enters their PIN to begin the fueling process.  
After the fuel transaction occurs, the customer's personal credit
card is charged $2.99 per gallon.

                   Let's Refuel America Eligibility

These vehicles are eligible for the Let's Refuel America program:

   1) Small/Compact Car

      * Dodge Caliber, Chrysler PT Cruiser, Chrysler PT Cruiser
        Convertible

   2) Mid-size Car
      * Dodge Avenger, Chrysler Sebring, Chrysler Sebring
        Convertible

   3) Large Car

      * Dodge Charger, Chrysler 300, Dodge Magnum

   4) Crossover

      * Dodge Journey

   5) Minivan

      * Dodge Grand Caravan, Chrysler Town and Country

   6) Compact SUV

      * Jeep Patriot, Jeep Compass

   7) Mid-size SUV

      * Dodge Nitro, Jeep Liberty

   8) Large SUV

      * Jeep Grand Cherokee, Jeep Commander, Dodge Durango,     
        Chrysler Aspen

   9) Pickup Truck

      * Dodge Dakota, Dodge Ram, Dodge Ram HD

These vehicles are not eligible for the Let's Refuel America
program: All SRT models, Dodge Viper, Dodge Challenger, Dodge Ram
Chassis Cab, Chrysler Crossfire, Jeep Wrangler and Dodge Sprinter.

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

                            *     *     *

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Chrysler
LLC to 'B' from 'B+', with a Negative Rating Outlook.  Fitch has
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'.  The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset value
assumptions and associated recoveries in the event of a stress
scenario.


CONSTELLATION COPPER: Cure Period for C$69MM Debentures Expires
---------------------------------------------------------------
Constellation Copper Corporation disclosed that the 30-day cure
period in relation to the company's failure to pay C$1,897,500 on
its convertible debentures due on March 31, 2008, expired on April
30, 2008.  

After a prescribed cure period, the non-payment of interests has
been considered an event of default requiring the company to
accrete the debentures up to their full C$69,000,000 face value or
$67,503,000 at the March 31, 2008, exchange rate and classified
the entire amount as a current liability.

Accretion was charged to operations as interest expense.

Headquartered in Lakewood, Colorado, Constellation Copper
Corporation (CCU: TSX) -- http://www.constellationcopper.com/--    
evaluates and develops mineral properties in the United States and
Mexico.  The company holds its properties primarily through three
of its wholly owned subsidiaries, Lisbon Valley Mining Co. LLC,
Minera Terrazas S.A. de C.V. and San Javier del Cobre S.A. de C.V.
LVMC operates the Lisbon Valley copper mine, which comprises three
main deposits: Sentinel, Centennial and GTO, plus the Cashin
satellite deposit, with reserves and resources totalling +50
million tons and grading an average 0.48% copper.  Minera Terrazas
holds the company's interest in the Terrazas zinc-copper project
located in north- central Mexico.  The property has a total
resource of 90 million tonnes grading 1.37% zinc and 0.32% copper
in two adjacent deposits.  San Javier del Cobre S.A. de C.V. holds
the company's interest in the San Javier copper property located
in northwestern Mexico.

Constellation Copper Corporation's balance sheet at March 31,
2008, showed total assets of $65.6 million and total liabilities
of $105.0 million, resulting in a total shareholders' deficit of
$39.4 million.

                        Going Concern

As reported in the Troubled Company Reporter on Jan. 15, 2008,
the company related that there is significant doubt about the its
ability to continue as a going concern.  The cash balance of
$10.87 million at September 30, has been reduced further to
approximately $3.20 million at Dec. 31, 2007, and in order to
provide liquidity, the company is pursuing various near term
financing alternatives, including bank financing, equity
investment, mergers, and sale of certain assets or sale of the
entire company.

In late November 2007, as a result of a comprehensive management
evaluation of Lisbon Valley operations, the company disclosed its
decision to cease mining and crushing activities and convert the
Lisbon Valley mine to a leach only operation in early 2008.  

The evaluation included analyses of various mining plans, waste
stripping requirements, contract mining arrangements, available
mining equipment, projected copper prices and extensive operating
cost and cash flow projections.  In connection with the evaluation
and conversion to a leach only operation, the company recorded an
asset impairment of $92.9 million.


CONSTELLATION COPPER: March 31 Balance Sheet Upside-Down by $39MM
-----------------------------------------------------------------
Constellation Copper Corporation's balance sheet at March 31,
2008, showed total assets of $65.6 million and total liabilities
of $105.0 million, resulting in a total shareholders' deficit of
$39.4 million.

The company had a net loss of $18.8 million for the first quarter
of 2008, including $14.6 million of additional accretion of
convertible debentures up to their full C$69.0 million face value
or $67.5 million at March 31, 2008, exchange rate as a result of
expiration of the cure period related to the company's failure to
pay interest on the debentures when due.

Total accretion of $15.3 million is included in interest expense
related to the debentures during the first quarter of 2008.

                             Liquidity

At March 31, 2008, the company had $2.7 million of cash.  The
company continues to pursue various near term financing
alternatives, including bank financing, equity investment,
mergers, and sale of certain assets or sale of the entire company.  

In addition to not paying interest on its convertible debentures
and only paying a portion of forward sales settlements, the
company has been unable to pay many of its vendor obligations when
they were originally due, which may eventually result in vendors
requiring payment before delivery of goods and services necessary
to continue operations.  The company, however, has made
substantial progress in reducing its vendor payables.
    
The company may consider filing for legal protection from its
creditors in both Canada and the United States if cash liquidity
problems can not be resolved.

                            Cash flows

The company's cash balance at March 31, 2008 was $2.7 million.  In
addition to not paying C$1.8 million of convertible debenture
interest when it was due on March 31, 2008, the company has only
paid a portion of the losses on forward sales contract settlements
during the first quarter of 2008 and has been unable to pay all
vendor and property tax obligations when originally due.

Cash used in operating activities was $122,000 for the quarter
ended March 31, 2008.  The $1.3 million realized loss on
settlement of the January 2008 forward sale contracts was deferred
by the lender in connection with an amendment of the commodity
swap arrangement.

In addition, at March 31, 2008, the company has only paid
$1.8 million toward realized losses in February and March totaling
$3.1 million.
    
In the first quarter of 2008, the company funded working capital
of $241,000.  As a result of the cessation of mining and crushing
activities in January 2008, the company has completed stacking ore
on the leach pad and began drawing down ore-in-process
inventories.  

In addition, the company continues to pay down past due vendor
accounts.
    
In the quarter ended March 31, 2008, the company used $53,000 to
settle ARO obligations.

                  About Constellation Copper

Headquartered in Lakewood, Colorado, Constellation Copper
Corporation (CCU: TSX) -- http://www.constellationcopper.com/--    
evaluates and develops mineral properties in the United States and
Mexico.  The company holds its properties primarily through three
of its wholly owned subsidiaries, Lisbon Valley Mining Co. LLC,
Minera Terrazas S.A. de C.V. and San Javier del Cobre S.A. de C.V.
LVMC operates the Lisbon Valley copper mine, which comprises three
main deposits: Sentinel, Centennial and GTO, plus the Cashin
satellite deposit, with reserves and resources totalling +50
million tons and grading an average 0.48% copper.  Minera Terrazas
holds the company's interest in the Terrazas zinc-copper project
located in north- central Mexico.  The property has a total
resource of 90 million tonnes grading 1.37% zinc and 0.32% copper
in two adjacent deposits.  San Javier del Cobre S.A. de C.V. holds
the company's interest in the San Javier copper property located
in northwestern Mexico.

                        Going Concern

As reported in the Troubled company Reporter on Jan. 15, 2008,
the company related that there is significant doubt about the its
ability to continue as a going concern.  The cash balance of
$10.87 million at September 30, has been reduced further to
approximately $3.20 million at Dec. 31, 2007, and in order to
provide liquidity, the company is pursuing various near term
financing alternatives, including bank financing, equity
investment, mergers, and sale of certain assets or sale of the
entire company.

In late November 2007, as a result of a comprehensive management
evaluation of Lisbon Valley operations, the company disclosed its
decision to cease mining and crushing activities and convert the
Lisbon Valley mine to a leach only operation in early 2008.  

The evaluation included analyses of various mining plans, waste
stripping requirements, contract mining arrangements, available
mining equipment, projected copper prices and extensive operating
cost and cash flow projections.  In connection with the evaluation
and conversion to a leach only operation, the company recorded an
asset impairment of $92.9 million.


CONSTELLATION COPPER: Has Until June 2 to Comply with TSX's Rule
----------------------------------------------------------------
Constellation Copper Corporation disclosed that the Toronto Stock
Exchange is reviewing whether the common shares of the company
meet TSX's continued listing requirements.  The company has been
granted 30 days in which to demonstrate compliance with these
requirements, pursuant to the Remedial Review Process.  

The TSX has advised the company that the reason for this review is
that it believes the financial condition and operating results of
the company do not meet the continued listing requirements under
sections 709 and 710(a)(i) of the TSX Company Manual and the price
of the company's securities have been reduced so as not to warrant
continued listing pursuant to section 711 of the TSX Company
Manual.
    
The company continues to pursue various near term financing
alternatives, including debt financing, equity investment,
mergers, and sale of certain assets or sale of the entire company.  
The company commits to making sufficient progress to obtain an
extension of the review period for meeting the TSX's continued
listing requirements.  

In the event that the company is not able to obtain an extension
or comply with all of the TSX's continued listing requirements by
June 2, 2008, the company has been informed that its common
shares will be delisted from the TSX within 30 days thereafter.

                  About Constellation Copper

Headquartered in Lakewood, Colorado, Constellation Copper
Corporation (CCU: TSX) -- http://www.constellationcopper.com/--    
evaluates and develops mineral properties in the United States and
Mexico.  The company holds its properties primarily through three
of its wholly owned subsidiaries, Lisbon Valley Mining Co. LLC,
Minera Terrazas S.A. de C.V. and San Javier del Cobre S.A. de C.V.
LVMC operates the Lisbon Valley copper mine, which comprises three
main deposits: Sentinel, Centennial and GTO, plus the Cashin
satellite deposit, with reserves and resources totaling +50
million tons and grading an average 0.48% copper.  Minera Terrazas
holds the company's interest in the Terrazas zinc-copper project
located in north- central Mexico.  The property has a total
resource of 90 million tonnes grading 1.37% zinc and 0.32% copper
in two adjacent deposits.  San Javier del Cobre S.A. de C.V. holds
the company's interest in the San Javier copper property located
in northwestern Mexico.

Constellation Copper Corporation's balance sheet at March 31,
2008, showed total assets of $65.6 million and total liabilities
of $105.0 million, resulting in a total shareholders' deficit of
$39.4 million.

                        Going Concern

As reported in the Troubled Company Reporter on Jan. 15, 2008,
the company related that there is significant doubt about its
ability to continue as a going concern.  The cash balance of
$10.87 million at September 30, has been reduced further to
approximately $3.20 million at Dec. 31, 2007, and in order to
provide liquidity, the company is pursuing various near term
financing alternatives, including bank financing, equity
investment, mergers, and sale of certain assets or sale of the
entire company.

In late November 2007, as a result of a comprehensive management
evaluation of Lisbon Valley operations, the company disclosed its
decision to cease mining and crushing activities and convert the
Lisbon Valley mine to a leach only operation in early 2008.  

The evaluation included analyses of various mining plans, waste
stripping requirements, contract mining arrangements, available
mining equipment, projected copper prices and extensive operating
cost and cash flow projections.  In connection with the evaluation
and conversion to a leach only operation, the company recorded an
asset impairment of $92.9 million.


COPANO ENERGY: Moody's Assigns B1 Rating to Proposed $250MM Notes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Copano Energy,
L.L.C., including its Corporate Family Rating to Ba3 from B1 and
its 8.125% senior unsecured notes due 2016 to B1 (LGD 4, 69%) from
B2 (LGD 5, 75%).  Moody's also assigned a B1 rating (LGD 4, 69%)
to Copano's proposed $250 million of senior unsecured notes due
2018.  Proceeds from the proposed notes will be used to repay
borrowings under Copano's revolving credit facility.  The outlook
is stable.

The upgrade reflects (i) Copano's increased scale and greater
geographic diversification relative to when ratings were initially
assigned in January 2006; (ii) good execution and solid
performance on acquired assets; (iii) its consistency in following
financial policies that maintain leverage at or below 4.0x, ample
equity funding of acquisitions and growth capital expenditures,
and healthy distribution coverage; (iv) its experienced and long-
term oriented management team; and (v) the absence of incentive
distribution rights which results in improved governance and a
lower cost of equity capital that improves its competitiveness
relative to peers.  The ratings remain tempered by Copano's rapid
pace of change in recent years and desire for high growth both in
terms of organic projects and opportunistically through
acquisitions.  Copano's ratings also reflect its lack of broad
value-chain and geographic diversification.

Copano has above average exposure to commodity prices, given its
focus on gathering and processing activities.  However, this
exposure is mitigated by expected growth in Copano's fee-based
income (primarily due to growth in its Rocky Mountains operations,
acquired from Cantera last year), a partial natural hedge on its
natural gas position (its Mid-Continent volumes are priced on
percentage-of-proceeds basis which helps offset its net short
position due to keep-whole exposure at its Houston Central
Processing Plant), and hedges at favorable prices on a significant
portion of its expected volumes of natural gas liquids.  Copano's
hedges are primarily in the form of puts, which limits downside
risk, has a transparent cost, and avoids some of the potential
shortcomings associated with swaps.

In addition, Copano's frac spread exposure associated with its
keep-whole contracts at Houston Central is limited by the ability
to condition gas (for a fee) at the plant when processing is
uneconomic.  While Moody's recognizes that these mitigants are
important, particularly the hedges which provide protection for
the next couple of years, Copano's underlying activities still
have commodity risk through the cycle which amplifies the
financial risk associated with paying out a substantial portion of
cash flow in the form of distributions.  A further improvement in
Copano's rating, beyond perhaps another notch, would require a
more stable base of assets, which might come through a much larger
scale of activities that are geographically spread out or other
types of primarily fee-based activities, such as transmission.

Moody's estimates that Copano's adjusted EBITDA (adjusted to add
back Copano's share of depreciation and amortization included in
equity in earnings from unconsolidated affiliates and the
amortization of equity method goodwill), pro forma for the
acquisition of both Cantera and Cimmarron, was approximately
$173 million in 2007. Moody's estimates that Copano's adjusted
EBITDA will range $205 to $225 million in 2008, reflecting volume
growth and the benefit of higher prices.  As of Dec. 31, 2007,
Copano's pro forma adjusted debt/EBITDA, including its share of
non-recourse debt at Fort Union and a standard Moody's adjustment
for operating leases, was approximately 4.0x (debt/EBITDA was
approximately 3.6x excluding the adjustments).  Copano's
distribution coverage averaged approximately 1.5x in 2007 (and was
over 2.0x in 4Q07), which is notably higher than many of Copano's
peers and allows it to generate excess cash flow that can be used
to fund expansion.

Moody's also changed Copano's speculative grade liquidity rating
to SGL-2 from SGL-3, reflecting the significant amount of
availability under its revolving credit facility following the
notes offering.

Copano Energy, L.L.C. is headquartered in Houston, Texas.


COPANO ENERGY: S&P Puts 'B+' Rating on $250MM Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Copano Energy LLC.  At the same time, S&P  
assigned its 'B+' rating and '5' recovery rating on the company's
$250 million privately placed senior unsecured notes due 2018.  
The outlook remains positive.
     
The rating affirmation and positive outlook reflect Copano's
stronger liquidity position and reduced need to access the capital
markets in the near term to fund its growth capital program as a
result of the notes offering.  Copano will use the proceeds from
the notes offering to repay amounts outstanding under the
revolving credit facility.  Leverage metrics remain strong for the
rating category.
     
The 'B+' rating and '5' recovery rating on the proposed
$250 million notes reflect expectations of modest (10%-30%)
recovery for unsecured lenders in a payment default.
     
Houston, Texas-based Copano is a midstream energy company that
primarily gathers, processes, and transports natural gas in Texas,
Oklahoma, and the Rocky Mountain region.
     
The outlook on Copano is positive.  "An upward rating action could
occur with continued disciplined financing for acquisitions and
growth projects that lower debt leverage," said Standard & Poor's
credit analyst Plana Lee.  Upward rating movement would also rely
on continued hedging to manage commodity price risk.
     
"Conversely, lower-than-expected margins, disappointing volumes,
greater-than-expected debt-financed capital spending, or weakened
financial credit metrics could result in downward rating
movement," she continued.


COUNTRYWIDE FINANCIAL: BofA Assures $4BB Acquisition will Continue
------------------------------------------------------------------
Liam McGee, president of Bank of America Corp.'s global consumer
and small business banking, confirmed that the bank's proposed
$4 billion purchase of Countrywide Financial Corp. remains on
track amid forecasts of worsening losses on home-equity loans and
economy shrink, various reports say.

Bank of America agreed to issue 0.1822 of a share for each
Countrywide share, valuing Countrywide at about $6.82 per share,
based on Monday's closing price, reports add.

Reports cite Mr. McGee as saying: "BofA expected bumps on the road
during the transaction and it continues to look hard at
Countrywide's earnings, assets and cash flow."

According to CreditSights analyst David Hendler, BofA's commentary
could be an indication that it was not ruling out a change in the
offer price.

In May 13 trading, Countrywide shares rose 23 cents to $5.02,
while Bank of America shares fell 70 cents to $36.74.

                      About Bank of America

Based in Charlotte, North Carolina, Bank of America Corp.
(NYSE:BAC) -- http://www.bankofamerica.com-- is a bank holding    
company.  Bank of America provides banking and non-banking
financial services and products through three business segments:
global consumer and small business banking, global corporate and
investment banking, and global wealth and investment management.   
In December 2006, the company sold its retail and commercial
business in Hong Kong and Macau to China Construction Bank.  In
October 2006, BentleyForbes, a commercial real estate investment
and operations company, acquired Bank of America plaza in Atlanta
from CSC Associates, a partnership of Cousins Properties
Incorporated and the company.  In June 2007, the company acquired
the reverse mortgage business of Seattle Mortgage Company, an
indirect subsidiary of Seattle Financial Group Inc.  In October
2007, ABN AMRO Holding N.V. completed the sale of its United
States subsidiary, LaSalle Bank Corporation, to Bank of America.

                  About Countrywide Financial

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

                         *     *     *

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

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


CUMULUS MEDIA: Terminates $1.3BB Merger Deal with Investor Group
----------------------------------------------------------------
Cumulus Media Inc. entered into an agreement with the investor
group led by Lew Dickey, the Company's Chairman, President and
CEO, and an affiliate of Merrill Lynch Global Private Equity, to
terminate the merger agreement entered into between the Company
and the investor group on July 23, 2007.

The members of the investor group informed the Company that, after
exploring possible alternatives, they were unable to agree on
terms on which they could proceed with the transaction.

As a result of the termination of the merger agreement, and in
accordance with its terms, the investor group has agreed to
promptly pay the Company a termination fee of $15 million, and the
terms of the previously announced amendment to the Company's
existing credit agreement will not take effect.

Lew Dickey, Chairman, President and CEO of the Company, commented,
"Our business remains fundamentally sound and we intend to
continue to operate it aggressively and explore opportunities to
create and deliver value for our shareholders."

The Company also announced that its board of directors intends to
explore, in the very near term, the possible implementation of a
new stock repurchase plan that would provide liquidity
opportunities to stockholders. There can be no assurance, however,
that the Company will implement such a plan.

As reported by the Troubled Troubled Company Reporter on July 24,
2007, the parties disclosed the execution of a definitive merger
agreement under which the investor group will acquire Cumulus in a
transaction valued at approximately $1.3 billion.

Under the terms of the agreement, Cumulus stockholders will
receive $11.75 in cash for each share of Cumulus common stock,
representing a premium of approximately 40.4% over the closing
price per share of the company's Class A Common Stock on July 20,
2007, the last trading day prior to announcement of the
transaction.  Holders of the company's Class A, Class B and Class
C Common Stock will each receive the same price per share.

Headquartered in Atlanta, Georgia, Cumulus Media Inc. --
http://www.cumulus.com-- is the second-largest radio company in  
the United States based on station count. Giving effect to the
completion of all pending acquisitions, Cumulus, directly and
through its investment in Cumulus Media Partners, will own or
operate 339 radio stations in 65 U.S. media markets.  Cumulus
Media Inc. shares are traded on the NASDAQ Global Select Market
under the symbol CMLS.


CUMULUS MEDIA: Terminated Merger Won't Affect S&P's 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that the announcement by
Atlanta Georgia-based Cumulus Media Inc. (B/Stable/--) that it has
terminated its merger agreement with a group of investors,
including an affiliate of Merrill Lynch Global Private Equity and
Cumulus Chairman, President, and CEO Lewis Dickey, has no effect
on the ratings at this time.  The parties had entered into the
agreement on July 23, 2007.  As a result of the agreement's
termination, the company will no longer be amending its credit
agreement, as previously announced, and will receive a $15 million
termination fee from the investor group.  The company has also
announced that it is contemplating a new stock repurchase plan.
     
S&P will continue to monitor developments with respect to a
potential repurchase plan and any other shareholder-favoring
initiatives, and their repercussions for the company's credit
measures and financial policy.  Debt to EBITDA is high, at 7.1x
for the 12 months ended March 31, 2008, against a covenant of
7.75x, which steps down to 7.50x at Oct. 1, 2008.  Maintenance of
the rating hinges on the company's ability to preserve sufficient
headroom against financial covenants, and its operating outlook.


DANA HOLDING: Appoints James Yost as EVP and CFO Effective May 22
-----------------------------------------------------------------
Dana Holding Corporation has appointed James A. Yost, 59, as
Executive Vice President and Chief Financial Officer effective
May 22. Mr. Yost comes to Dana from Hayes Lemmerz International,
Inc. (Nasdaq: HAYZ), where he most recently served as Executive
Vice President and Chief Financial Officer with responsibility for
the automotive supplier's global financial and information
technology functions.

"Gary Convis and I are pleased to welcome such a highly respected
industry financial leader to our team," said Dana Executive
Chairman John Devine. "We look forward to capitalizing on Jim's
experience and strategic perspective."

"I'm excited to join the Dana team and to have an opportunity to
play such a meaningful role in the company's continued
resurgence," Mr. Yost added.  Mr. Yost succeeds Kenneth A. Hiltz,
who served as the company's Chief Financial Officer during its
Chapter 11 reorganization and recent emergence.

Mr. Yost joined Hayes Lemmerz in 2002 after 27 years at Ford Motor
Company, from which he retired in 2001 as Vice President of
Corporate Strategy. At Ford, he also held positions as Vice
President and Chief Information Officer, Executive Director of
Corporate Finance, General Auditor and Executive Director of
Finance Process and Systems Development, Finance Director of Ford
Europe, and Controller of Autolatina (South America).

Mr. Yost earned a Bachelor of Engineering Science degree in
computer science from the Johns Hopkins University in Baltimore,
Md. He also earned a Masters of Business Administration degree in
finance from the University of Chicago.

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

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

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

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

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

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

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

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

                          *     *     *

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

The TCR reported on Feb. 18, 2008, that Moody's Investors Service
affirmed the ratings of the reorganized Dana Holding Corporation
as: Corporate Family Rating, B1; Probability of Default Rating,
B1.  In a related action, Moody's affirmed the Ba3 rating on the
senior secured term loan and raised the rating on the senior
secured asset based revolving credit facility to Ba2 from Ba3.  
The outlook is stable.  The financing for the company's emergence
from Chapter 11 bankruptcy protection has been funded in line with
the structure originally rated by Moody's in a press release dated
Jan. 7, 2008.


DAVIS SQUARE FUNDING I: Moody's Junks Class B Participating Notes
-----------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Davis Square Funding I, Ltd.

Class Description: $100,000,000 Class A-1MT-a Medium Term Floating
Rate Notes Due 2038

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

Class Description: $192,500,000 Class A-1MT-b Medium Term Floating
Rate Notes Due 2038

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

Class Description: $192,500,000 Class A-1MT-c Medium Term Floating
Rate Notes Due 2038

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

Class Description: $192,500,000 Class A-1MT-d Medium Term Floating
Rate Notes Due 2038

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

Class Description: $50,000,000 Class A-2 Floating Rate Notes Due
2038

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

Class Description: $75,000,000 Class B Participating Notes Due
2038

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

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


DAVIS SQUARE FUNDING II: Moody's Cuts Class B Notes' Rating to B3
-----------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Davis Square Funding II, Ltd.:

Class Description: Class A-1 Long Term Floating Rate Notes

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

Class Description: $57,000,000 Class A-2 Floating Rate Notes Due
2039

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

Class Description: $54,000,000 Class B Floating Rate Notes Due
2039

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

Additionally, Moody's placed these notes on review for possible
downgrade:

Class Description: $15,000,000 Class C Floating Rate Notes Due
2039

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

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


DELTA AIR: Grants 3% Salary Raise to Front-Line Workers
-------------------------------------------------------
Delta Air Lines, Inc.'s 38,000 front-line employees composed of
flight attendants, ticket agents and other hourly workers will
get 3% pay raises effective July 1, 2008, the Atlanta Journal
Constitution reports.

The raises do not apply to pilots, the newspaper says.

According to AJC, Delta deferred earlier in the year a decision
on pay increases as it worked to re-forecast the impact of record
fuel prices and a looming recession to ensure that it can afford
pay adjustments.

Management and salaried employees will also get varied raises
that are generally targeted at 3%, Delta said in a memo addressed
to its employees.

Delta's chief executive officer, Richard Anderson, and president,
Ed Bastian, disclosed that the Company has gained confidence in
its business amid the impact of skyrocketing fuel prices.

The executives cited that the company is offsetting the fuel
costs, as evidenced by its achieved revenue targets and
acquisition of fuel hedge contracts currently valued at
$350,000,000.

The company said it remains "on track" in its effort to cut
operating costs by $550,000 annually.

The pay raise for non-pilot Delta employees coincides with the
carrier's contract with the pilots union, which members have
started voting whether to ratify the Agreement.  The decision is
also tied to Delta's plans to merge with Northwest Airlines, AJC
says.

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline    
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.   
(Delta Air Lines Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Standard and Poor's said that media reports that Delta Air Lines
Inc. (B/Positive/--) entered into merger talks with UAL Corp.
(B/Stable/--) and Northwest Airlines Corp. (B+/Stable/--) will
have no effect on the ratings or outlook on Delta, but that
confirmed merger negotiations would result in S&P's placing
ratings of Delta and other airlines involved on CreditWatch, most
likely with developing or negative implications.


DELTA AIR: Employees First to Benefit from Merger with Northwest
----------------------------------------------------------------
More than 100,000 employees and retirees of Delta Air Lines, Inc.
and Northwest Airlines Corporation will gain reciprocal access to
both airlines' worldwide route systems for free, standby travel,
effective May 6, 2008, the carriers said in a statement.

The enhanced program will allow Delta and Northwest employees and
their families to fly for free to more than 390 worldwide
destinations in 67 countries.

"Non-revenue travel privileges continue to be one of the most
popular aspects of airline employees' total compensation and
benefits," said Delta chief executive officer Richard Anderson.

"With great coordination and partnership between the airlines, we
are offering an immediate benefit by extending free travel on
each other's flights -- something that has never been offered
this quickly following the announcement of a major airline
merger," he said.

Northwest CEO Doug Steenland added, "We wanted our own employees
to be the first to benefit from the Northwest-Delta combination
with a travel benefit that is unique in the airline industry.  
Having immediate access to the combined network will open up a
whole new world of travel opportunities, giving both airlines'
employees a sample of the benefits our customers will also
experience in the new global airline."

The addition of enhanced travel privileges is part of previously
announced merger-related commitments to Delta and Northwest
employees, including:

     * a significant equity stake for U.S.-based employees of
       both companies upon closing of the transaction, where
       international employees will receive a cash payment in
       lieu of equity;

     * pay increases that will continue the progression toward
       industry-standard pay;

     * no involuntary furloughs of frontline employees as a
       result of the merger;

     * seniority protection through a fair and equitable
       seniority integration process; and

     * the protection of the existing pension plans for both
       companies' employees.

The enhanced travel program is an early step in the combination
of Delta and Northwest that can be achieved in advance of
completion of the regulatory review process.  Delta and Northwest
expect to complete the regulatory review process by the end of
2008.

      Delta Pilots Vote To Ratify Merger-Related Agreement

Delta's pilots began voting on May 1, 2008, on whether to ratify
the tentative agreement between Delta management and the Delta
pilots union, which will provide certain modifications to Delta's
current Pilot Working Agreement, The Atlanta Journal Constitution
reports.

Ratification of the Agreement will "ease the way" toward Delta's
planned merger with Northwest, says the report.

Voting by the Delta pilots union's 6,000 members will end on
May 14.

As previously reported, the proposed deal between Delta and the
union grants the pilots:

   * a 3.5% equity stake in the combined Company; and

   * annual pay raises of 5% in 2009, and 4% in 2010 to 2012
     under an extended contract.

According to AJC, the pay raise is in exchange for rule changes
giving Delta more flexibility to integrate their flight networks
with Northwest's.

The Agreement being considered still has the seniority issues
outstanding and there are plans "to [work] with the Northwest
[pilots union leaders] to resolve them at the earliest
opportunity," said Lee Moak, executive committee head of Delta's
pilots union, reports AJC.

Seniority is a major determinant of pilots' pay levels and work
schedules, among other things.

During the earlier months of Delta's and Northwest's merger
talks, the airlines' pilot unions tried, but failed, to reach an
agreement on a joint labor contract and a plan for merging the
seniority lists of the unions' 11,000 pilots, AJC says.

Northwest's pilot union -- whose members have not been included
in the pay raises and equity in the new company that Delta pilots
have been promised with -- has vowed to oppose the planned
merger, AJC reports.

However, The Associated Press says Northwest's pilot group has
disclosed that it will meet with pilots from Delta for two days
next week to "focus on a joint contract, with seniority issues to
come later."

Northwest pilots have noted that they oppose the deal with Delta
because they were left out, according to the report.

               Delta To Keep 450 Jobs at Northwest's
                   Chisholm Reservation Center

Delta Air Lines officials assured legislators that they will keep
thousands of Northwest Airlines jobs in Minnesota after the
merger, reports Carissa Wyant of Minneapolis/St. Paul Business
Journal.

Delta will attempt to retain 450 jobs at Northwest's reservation
center in Chisholm, Delta's CEO, Richard Anderson, told members
of Congress on Wednesday, according to reports.

Ms. Wyant says Mr. Anderson further assured that there will be no
job cuts for pilots, trainers, flight attendants, cargo workers
and other ground workers.  However, since headquarters will shift
to Atlanta, there would likely be job losses at Northwest's
headquarters, which has about 1,100 employees.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 91;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Moody's Investors Service placed the debt ratings of Delta Air
Lines, Inc. ("Delta", corporate family at B2) and Northwest
Airlines Corporation ("Northwest", corporate family rating at B1)
on review for possible downgrade.  The review was prompted by the
announcement that the two airlines have agreed to combine in an
all-stock transaction with a combined enterprise value of
approximately $18 billion.

Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as: Issuer Default Rating at 'B';
First-lien senior secured credit facilities at 'BB/RR1'; Second-
lien secured credit facility (Term Loan B) at 'B/RR4'.

The issue ratings apply to $2.5 billion of committed credit
facilities.  The Rating Outlook for Delta has been revised to
Negative from Stable.

Standard & Poor's Ratings Services placed its ratings, including
the 'B+' long-term corporate credit rating, on Northwest Airlines
Corp. on CreditWatch with negative implications, following
announcement of a merger agreement with Delta Air Lines Inc.
(B/Watch Pos/--).  The CreditWatch listing affects enhanced
equipment trust certificates with various ratings, excepting those
that are insured by a bond insurer.  S&P's listing of Northwest
ratings on CreditWatch with negative implications and those of
Delta on CreditWatch with positive implications implies that S&P
foresee a corporate credit rating of either 'B' or 'B+' for the
combined entity.

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline    
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.   
(Delta Air Lines Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Standard and Poor's said that media reports that Delta Air Lines
Inc. (B/Positive/--) entered into merger talks with UAL Corp.
(B/Stable/--) and Northwest Airlines Corp. (B+/Stable/--) will
have no effect on the ratings or outlook on Delta, but that
confirmed merger negotiations would result in S&P's placing
ratings of Delta and other airlines involved on CreditWatch, most
likely with developing or negative implications.


DRS TECHNOLOGIES: Sold to Italys Finmeccanica for $5.2 Billion
---------------------------------------------------------------
Finmeccanica, S.p.A. and DRS Technologies, Inc. signed a
definitive merger agreement under which Finmeccanica will acquire
100% of DRS stock for US$81 per share in cash. The transaction
allows Finmeccanica to consolidate its international role as a key
supplier of integrated systems for defense and security, entering
the U.S. market as a key player. It further allows DRS to seek new
business opportunities in the U.S. and abroad.

The transaction, valued at approximately US$5.2 billion
(EUR3.4 billion), inclusive of approximately $1.2 billion in net
debt, following the conversion of DRS convertible notes,
represents a premium of 27 percent to DRS closing share price on
May 7, 2008; it is also a 32 percent premium over DRS thirty-day
average stock price traded on the NYSE.

The Boards of Directors of Finmeccanica and DRS have each approved
the terms of the agreement.

DRS will operate as a wholly-owned subsidiary, maintaining its
current management and headquarters. As is customary in this type
of transaction, DRS and Finmeccanica will comply with all national
security requirements and will propose to the Defense Security
Service that the company operate under a Special Security
Agreement, with its own board of directors comprised predominantly
of U.S. citizens holding security clearances and a government
security committee. With increased business opportunities that
will arise following the transaction, it is expected that DRS will
expand its overall employment base.

"[The] transaction is a perfect fit; the complementary
technologies and platforms will establish a new competitive player
in defense and security markets in the U.S. and around the world,"
said Pier Francesco Guarguaglini, chairman and chief executive
officer of Finmeccanica. "The merger furthers Finmeccanicas
tradition of investing in the U.S. and supporting the American
warfighter with superior technology and value."

"DRS dramatic growth over the past five years and the premium
provided through this acquisition will provide attractive returns
for our stockholders," said Mark S. Newman, chairman of the board,
president and chief executive officer of DRS. "This investment in
DRS - with an increased emphasis on research and development -
will mean the combined company will be able to compete for and win
additional contracts around the world, accelerating growth and
expanding opportunities at our facilities in the U.S."

For DRS, the combination with Finmeccanica will enable an American
company and brand to better compete in the global military and
security market. The transaction will help the new company to bid
and win larger-scale projects in the U.S. and abroad.

For Finmeccanica, the transaction will boost its existing position
as a top-tier competitor, enabling it to enhance the product and
service solutions it provides to its customers. Finmeccanicas
platforms and areas of expertise (helicopters; defense electronics
and security; aeronautics; space; defense systems; energy; and
transportation) wholly complement DRS growing market penetration
by its four primary business segments: Command, Control,
Communications, Computers & Intelligence (C4I); Reconnaissance,
Surveillance & Target Acquisition (RSTA); Sustainment Systems; and
Technical Services.

Finmeccanica and its subsidiaries in Pennsylvania, New York,
Texas, California, New Jersey, Kansas, Virginia, North and South
Carolina have a rich history in the U.S., including its work for
the U.S. government on programs such as the VH-71 presidential
helicopter and the C-27J joint cargo aircraft. DRS will lead
Finmeccanicas defense electronics efforts in the U.S. after the
transaction closes.

Financing for the acquisition will be structured so as to preserve
a solid capital structure, guarantee adequate financial
flexibility to further support growth and deliver value creation
to Finmeccanicas shareholders.

Finmeccanica will fund the acquisition with a Syndicated Loan
Facility to be taken out by a combination of equity issuance,
long-term debt issuance, and divestitures of its assets. Among
these will be an IPO of AnsaldoEnergia. Terms and conditions will
be determined upon completion of the transaction.

The transaction is subject to approval by the stockholders of DRS,
the receipt of regulatory approvals and other closing conditions,
including review by U.S. Antitrust Authorities, the Committee on
Foreign Investment in the United States (CFIUS) and the Defense
Security Service (DSS). The transaction is expected to close by
the fourth quarter of 2008.

Goldman Sachs International, IntesaSanPaolo S.p.A., Mediobanca-
Banca di Credito Finanziario S.p.A. and Unicredit Group are
serving as Bookrunners and Mandated Lead Arrangers of the
Syndicated Loan Facility. Sullivan & Cromwell LLP is acting as
legal advisor to Finmeccanica in connection with the Syndicated
Loan Facility. Linklaters and Legance are acting as legal advisors
to the banks.

Lehman Brothers Holdings Inc. is serving as financial advisor to
Finmeccanica, with Goldman Sachs International and Mediobanca
providing a fairness opinion. Arnold & Porter LLP is serving as
legal advisor to Finmeccanica. Bear Stearns & Co. Inc. and Merrill
Lynch & Co. are serving as financial advisors to DRS and rendered
fairness opinions to the DRS board of directors. DRS legal
advisors are Skadden, Arps, Slate, Meagher & Flom LLP.

                     About Finmeccanica

Headquartered in Italy, Finmeccanica --
http://www.finmeccanica.com-- is a leading global high-tech
company with core competencies in the design and manufacture of
helicopters, civil and military aircraft, aero structures,
satellites, space infrastructure, missiles and defense electronics
and security. The company is listed on the Milan stock exchange
and operates throughout the world. It employs more than 60,000
people worldwide and 10,000 in the United Kingdom.

           About Finmeccanica in North America

In North America, Finmeccanica employs more than 2,100 employees
at 32 sites across the country through its subsidiaries:
AnsaldoBreda; Ansaldo STS; Ansaldo Energia; Thales Alenia Space;
MBDA; Alenia North America; Bell Agusta Aerospace; SELEX Systemi
Integrati; SELEX Galileo; SELEX Communications; Global Military
Aircraft Systems; Global Aeronautica; Telespazio North America;
OTO Melara North America; and Elsag North America. Whether flying
the President, transporting troops and cargo, securing the
borders, tracing criminals, enhancing the Navys capabilities,
Finmeccanica products ensure safety and security in the United
States.

                    About DRS

DRS, headquartered in Parsippany, N.J. -- http://www.drs.com-- is  
a leading supplier of integrated products, services and support to
military forces, government agencies and prime contractors
worldwide. The company employs approximately 10,000 people and in
fiscal 2007 generated revenues of $2.821 billion.


DRS TECHNOLOGIES: Fitch Places Sr. Sub. Notes' B Rating on Watch
----------------------------------------------------------------
Fitch Ratings has placed the ratings for DRS Technologies, Inc.
(NYSE: DRS) on Rating Watch Positive following the announcement
that Finmeccanica SpA (Finmeccanica) has agreed to purchase DRS
for approximately US$5.2 billion.

The Ratings Watch Positive applies to these ratings:

   -- Issuer Default Rating (IDR) 'B+';
   -- Senior secured revolving credit facility 'BB+/RR1';
   -- Senior secured term loan 'BB+/RR1';
   -- Senior unsecured notes 'BB+/RR1';
   -- Senior unsecured convertible notes 'BB+/RR1';
   -- Senior subordinated notes 'B/RR5'.

On May 12, Finmeccanica, a leading European aerospace and defense
firm based in Rome, Italy, announced its intention to acquire DRS
for EUR3.4 billion (approximately US$5.2 billion) to be funded
through a bridge loan facility. The facility is expected to be
replaced by a combination of new equity issuance, cash proceeds
from asset sales, and new debt issued by Finmeccanica.

The Rating Watch Positive is based on the likelihood of lower debt
levels at DRS as a result of the transaction. Finmeccanica is not
expected to guarantee any surviving debt at DRS, but debt levels
at DRS will likely fall as a result of the paydown of the term
loan and the change of control put option incorporated into DRS's
bond indentures.

Fitch expects Finmeccanica will repay and terminate DRS's current
senior secured credit facility at closing. DRS's existing senior
subordinated notes obligations (US$250 million of 7.625% notes due
2018, and US$550 million of 6.875% notes due 2013) both contain
change of control put provisions within their indentures, which
require the redemption of the notes at 101% of par, at the option
of the holders, if the transaction is consummated. The US$350
million of 6.625% senior unsecured notes due 2016 also contain the
same provision. The US$346 million of 2% senior convertible notes
would likely become convertible into cash up to the amount of the
consideration given for the company's common equity. However,
should any of these notes remain outstanding after the transaction
closes, they would likely benefit from some debt repayment
triggered by the change of control, as well as the stronger parent
credit profile.

Fitch anticipates a relatively strong parent subsidiary linkage
between DRS and Finmeccanica based on legal and strategic
integration of the two entities, although Fitch expects DRS could
remain primarily independent from an operating perspective and it
is unlikely that the ratings of Finmeccanica and DRS would be put
at the same level. At this time, Fitch does not expect
Finmeccanica to guarantee any surviving DRS debt.

The Rating Watch is expected to be resolved at or before the
closing of the transaction, which is anticipated to be in the
fourth quarter of 2008. The transaction has been approved by the
boards of directors at both firms, but remains subject to certain
regulatory approvals. Should the acquisition not close, Fitch
expects that the current ratings and Positive Outlook will remain
in place. If for any reason the credit facility or notes were to
remain in place after a successful closing, Fitch expects that the
ratings within the capital structure could migrate toward that of
the new parent, whose IDR and senior unsecured debt are currently
rated 'BBB' with a Positive Outlook by Fitch, depending on the
final corporate structure and relationship between the entities.
However, as stated above, Fitch would not likely rate DRS debt at
the same ratings level as Finmeccanica.

DRS Technologies, Inc. -- http://www.drs.com/-- headquartered in  
Parsippany, New Jersey, U.S.A., is a leading supplier of
integrated products, services and support to military forces,
intelligence agencies and prime contractors worldwide. Focused on
defense technology, the Company develops, manufactures and
supports a broad range of systems for mission critical and
military sustainment requirements, as well as homeland security.  


DRS TECHNOLOGIES: Finmeccanica Deal Cues Moody's Rating Review
--------------------------------------------------------------
Moody's Investors Service placed the A3 senior unsecured debt
rating of Finmeccanica S.p.A under review for possible downgrade.  
Moody's also placed the debt ratings of DRS Technologies. Inc. --
corporate family and senior unsecured at B1, senior secured at Ba1
-- under review for possible upgrade.

These rating actions follow Finmeccanica's agreement to purchase
DRS in a transaction valued at about $5.2 billion including debt
assumption -- equal to about 12x DRS's EBITDA for the last twelve
months ending Dec. 31, 2007.  Moody's expects to complete its
rating review when the transaction closes, which the company
projects to be during the 4th quarter of 2008.

"This proposed transaction is consistent with Finmeccanica's plan
to grow by acquisitions which are likely to be sizeable, with the
U.S. defense market being particularly attractive", according to
Bob Jankowitz, Senior Vice President at Moody's.  DRS is sizable
with about $3.3 billion of revenue likely for its fiscal year
ending March 31, 2008, equal to about 20% of Finmeccanica's
revenue.  Over 80% of DRS's revenue is to the U.S. Department of
Defense and much of the balance is to other US government
agencies, with about $3.6 billion in the backlog.  Several of its
units -- particularly the infrared technology, and battle
management systems -- are a natural extension of Finmeccanica's
high-margin defense electronics business.

Nonetheless, "the rating outcome depends critically on the amount
of incremental debt used to fund the transaction, and Moody's
review will focus on Finmeccanica's target capital structure and
the timing in achieving that profile", noted Jankowitz of Moody's.  
Finmeccanica contemplates a combination of new debt, along with
primary equity and proceeds from assets sales which Finmeccanica
expects will account for about 2/3 of the total transaction value.  
The amount of each of the components and the timing to realize
proceeds form asset sales are still uncertain, however.

Moody's notes that an all-debt funded transaction would likely
pressure the A3 senior unsecured debt rating down.  This is
because such a funding plan would increase Finmeccanica's debt.

However, a more limited increase in debt producing pro-forma
credit metrics consistent Finmeccanica's recent results (Retained
cash flow to debt of 23% and debt to EBITDA of 3x, for example)
could result in the A3 rating being confirmed.  DRS's high
operating margin, which is better than that of Finmeccanica, and
the company's record of fairly steady cash flow and the sizeable
backlog provides some support for Finmeccanica's use of debt as
part of the financing for the acquisition.

In addition, Moody's rating review will consider the ongoing role
of acquisitions in Finmeccanica's growth strategy following the
acquisition of DRS.

Because of the Italian government's 34% stake, Finmeccanica's debt
rating follows Moody's rating methodology for Government Related
Issuers (see the Summary Opinion of Finmeccanica dated January 24,
2008 for further discussion).  Moody's estimate of default
dependence (low) with the Italian government and the anticipated
support from the government (medium) provides some lift from the
Base Line Credit Assessment to the A3 senior unsecured rating.  As
a primary equity offering would dilute the government's ownership
somewhat, the rating review will consider the prospective level of
government support in that context as well any impact on the
support level as a result of a substantial investment by
Finmeccanica in a non-EU business.

As DRS would likely be operated as a stand-alone business, limited
merger-related cost synergies are anticipated.  Over time, it is
possible that Finmeccanica could move some of its manufacturing to
the U.S. which would be a positive development as it would reduce
some exposure to the high Euro.  The review, however, will also
consider the degree to which a change in ownership could affect
DRS's future cash flows, as well as how the competitive
environment could change if this transaction prompts more
consolidation activity in DRS's markets.

Moody's anticipates extensive review of the transaction by the
U.S. Department of Defense, the Committee on Foreign Investment in
the United States, and the U.S. Department of Justice as well as
other agencies.  This could be time consuming and, because of
DRS's defense related operations, it is possible there could be
some modifications to the transaction prior to closing.

DRS's debt ratings are under review for possible upgrade because
of the anticipated assumption of its outstanding debt by
Finmeccanica, a higher rated entity.  The debt ratings will depend
on where the DRS instruments will reside in the ultimate legal
organization structure of the new group, as well as whether
Finmeccanica will provide a guaranty. Moody's also notes that the
DRS debt does have change of control puts available to the
holders, which may be exercised.

On Review for Possible Downgrade:

Issuer: Finmeccanica Finance S.A.

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review
     for Possible Downgrade, currently A3

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently A3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A3

Issuer: Finmeccanica S.p.A.

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently A3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A3

On Review for Possible Upgrade:

Issuer: DRS Technologies, Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B1

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B1

  -- Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently 84 - LGD5

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently 12 - LGD2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review
     for Possible Upgrade, currently 46 - LGD3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently 46 - LGD3

Outlook Actions:

Issuer: DRS Technologies, Inc.

  -- Outlook, Changed To Rating Under Review From Positive

Issuer: Finmeccanica Finance S.A.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Finmeccanica S.p.A.

  -- Outlook, Changed To Rating Under Review From Stable

Finmeccanica, based in Rome, Italy, is a leading international
defense contractor.  DRS Technologies, Inc., based in Parsippany
New Jersey, manufactures defense electronics systems.


DRS TECHNOLOGIES: Finmeccanica Acquisition Cues S&P's Pos. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on DRS Technologies Inc. on
CreditWatch with positive implications.
      
"The CreditWatch follows the announcement that DRS is to be
acquired by the higher rated Finmeccanica SpA [BBB/Watch Neg/A-2]
of Italy," said Standard & Poor's credit analyst Christopher
DeNicolo.  The $5.2 billion transaction, including net debt of
$1.2 billion and assuming the conversion of the company's
convertible notes, is expected to close by the end of 2008.  The
deal is subject to DRS shareholder approval and regulatory
approvals in the U.S., including by the Committee on Foreign
Investment in the United States, the Defense Security Service, and
antitrust officials. Ratings could be withdrawn if all outstanding
rated debt is repaid.
     
Parsippany, New Jersey-based DRS is a leading midtier supplier of
defense electronics, including infrared and electro-optical
sighting, targeting and weapon sensor systems, naval displays,
signals intelligence processing equipment and battle management
tactical computer systems.  The company also provides logistics,
IT, and training services and military support equipment.


EOS AIRLINES: U.S. Trustee Selects Five-Member Creditors' Panel
---------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed five
creditors to serve on an Official Committee of Unsecured Creditors
of EOS Airlines Inc.'s Chapter 11 bankruptcy proceeding.

The members of the creditor's committee are:

   1) Servisair LLC
      ATTN: Dino G. Noto, Vice President & General Counsel
      151 Northpoint Drive
      Houston, Texas 77060
      Tel: (281) 260-3911
      Fax: (281) 260-3965

   2) Systems and Software Enterprises, Inc.
      d/b/a IMS Consultants
      ATTN: Timothy Graven, Chief Financial Officer
      2929 E. Imperial Highway
      Brea, California 92821
      Tel: (714) 854-8663
      Fax: (714) 854-8723

   3) Pan Am International Flight Academy
      ATTN: Eric Freeman, Executive Vice President
      5000 N.W. 36 Street
      Miami, Florida 33122
      Tel: (305) 874-6639
      Fax: (305) 874-6644

   4) Peter Mochnal, Representative of Warn Act Claimants
      3 Walnut Terrace
      East Hanover, New Jersey 07936
      Tel: (973) 885-5661

   5) Sourcespeed LLC
      ATTN: Geoffrey Wolfe, Partner & CEO
      420 Wolfe Street
      Alexandria, VA 22314
      Tel: (703) 201-3593
      Fax: (928) 447-0807

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                      About EOS Airlines

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


ESTERLINE TECHNOLOGIES: Moody's Upgrades Sr. Notes' Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Esterline
Technologies Corp.'s $175 million senior unsecured global notes
due 2017 to Ba2 LGD3 49% from Ba3 LGD4 67% and affirmed all other
ratings including the company's Ba2 corporate family and
probability of default ratings.  The rating outlook remains
stable.

The upgrade of the $175 million senior unsecured global notes
follows Esterline's prepayment of $166 million of senior secured
term loan debt since April 2007.  The senior secured debt
prepayment has reduced the amount of senior secured debt within
the company's capital structure, improving recovery prospects for
the senior unsecured debt class in a default scenario.  In October
2007 the company issued equity for proceeds of $187 million, which
enabled the senior secured term loan prepayment, while the company
applied the bulk of its internal cash flow generation toward its
cash balance.

The affirmation of the company's Ba2 CFR reflects the company's
relatively strong debt protection metrics, good internal cash flow
generation, and good liquidity profile.  As of Feb. 1, 2008
Esterline's debt to EBITDA and EBIT to interest metrics were 2.6x
and 3.0x, respectively, on a Moody's adjusted basis.  The Ba2
rating acknowledges the company's recently strong financial
performance stemming from the recently high commercial aircraft
and defense related demand.  Constraining the rating is
Esterline's acquisition growth strategy, the relatively high
purchase price multiples of attractive aerospace and defense
assets and the likelihood that the company's current credit
metrics could weaken in the future with acquisitions.  Moody's
also notes that despite the company's relatively strong debt
protection measures, it is likely that defense spending growth has
peaked and will increase at a much slower rate over the next 12 to
24 months.

The stable outlook reflects Moody's expectation that Esterline
will continue to generate free cash flow and maintain credit
metrics supportive of the Ba2 CFR while pursuing its acquisition
growth strategy.  Additionally, Moody's notes that the level of
demand for commercial aircraft should remain robust over the
intermediate term which should more than offset lower defense
related demand growth.

These ratings have been upgraded:

  -- $175 million 6.625% Senior Unsecured Notes due 2017 . . . to
     Ba2 LGD3 49% from Ba3 LGD4 67%

These ratings have been affirmed:

  -- Corporate Family Rating . . . Ba2
  -- Probability of Default Rating . . . Ba2
  -- $175 million 7.25% Senior Subordinated Notes due 2013 . . .
     B1 LGD5 86%

Esterline Technologies Corporation, headquartered in Bellevue,
Washington, serves aerospace and defense customers with products
for avionics, propulsion and guidance systems.  The company
operates in three business segments: Avionics & Controls, Sensors
& Systems and Advanced Materials.  Revenues for the twelve months
ended February 1, 2008 were approximately $1.4 billion.


FIRST NLC TRUST: Moody's Cuts Rating on Class M-9 Bonds to B2
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of seven
tranches issued in two transactions from the First NLC Trust 2005
shelf.  The collateral backing each transaction consists primarily
of first lien adjustable-rate and fixed-rate subprime mortgage
loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans.  Subsequent increase of losses will
cause the protection available to the subordinated bonds to be
diminished.

Complete rating actions are:

Issuer: First NLC Trust 2005-1

  -- Cl. M-12, downgraded from Baa2 to Ba1
  -- Cl. M-13, downgraded from Baa3 to B1

Issuer: First NLC Trust 2005-2

  -- Cl. M-5, downgraded from A2 to Baa1
  -- Cl. M-6, downgraded from A3 to Baa2
  -- Cl. M-7, downgraded from Baa1 to Ba1
  -- Cl. M-8, downgraded from Baa2 to Ba3
  -- Cl. M-9, downgraded from Baa3 to B2


FORTUNA MANAGED: Fitch Likely to Cut Rating of 2 Classes to BB
--------------------------------------------------------------
Fitch Ratings has placed 26 classes of notes on Rating Watch
Negative. All notes were issued by Fortuna Managed Synthetic CDO.
Fourteen classes of notes were issued as part of Morgan Stanley
Managed ACES SPC series 2006-6 (series 2006-6), one class was
issued as part of the Morgan Stanley Managed ACES SPC series 2006-
8 (series 2006-8) and 11 classes were issued as part of the Morgan
Stanley Managed ACES SPC series 2006-9 (series 2006-9).
The Rating Watch Negative actions reflect Fitch's view on the
credit risk of the rated notes following the release of its new
Corporate CDO rating Criteria.

Morgan Stanley Managed ACES SPC series 2006-6

   -- US$30,000,000 junior super senior secured floating-rate
      notes, 'AAA' on Rating Watch Negative;

   -- US$65,000,000 class IA secured floating-rate notes, 'AAA'
      on Rating Watch Negative;

   -- JPY2,200,000,000 class IB secured floating-rate notes,
      'AAA' on Rating Watch Negative;

   -- Eur20,000,000 class IC secured floating-rate notes, 'AAA'
      on Rating Watch Negative;

   -- US$90,000,000 class IIA secured floating-rate notes, 'AA'
      on Rating Watch Negative;

   -- JPY3,000,000,000 class IIB secured floating-rate notes,
      'AA' on Rating Watch Negative;

   -- JPY1,000,000,000 class IID secured floating-rate notes,
      'AA' on Rating Watch Negative;

   -- US$110,000,000 class IIIA secured floating-rate notes, 'A'
      on Rating Watch Negative;

   -- EUR13,000,000 class IIIB secured fixed-rate notes, 'A' on
      Rating Watch Negative;

   -- EUR3,000,000 class IIIC secured floating-rate notes, 'A' on
      Rating Watch Negative;

   -- US$5,000,000 class IIID secured fixed-rate notes, 'A' on
      Rating Watch Negative;

   -- US$10,000,000 class IVA secured floating-rate notes, 'BBB'
      on Rating Watch Negative;

   -- JPY1,000,000,000 class IVB secured fixed-rate notes, 'BBB'
      on Rating Watch Negative;

   -- EUR10,000,000 class IVC secured floating-rate notes, 'BBB'
      on Rating Watch Negative.

Morgan Stanley Managed ACES SPC series 2006-8

   -- US$20,000,000 class IA secured floating-rate notes affirmed
      at 'AAA' on Rating Watch Negative.

Morgan Stanley Managed ACES SPC series 2006-9

   -- US$30,000,000 junior super senior secured floating rate
      notes, 'AAA' on Rating Watch Negative;

   -- EUR25,000,000 junior super senior B secured floating rate
      notes, 'AAA' on Rating Watch Negative;

   -- US$1,000,000 sub junior super senior floating-rate notes,
      'AAA' on Rating Watch Negative;

   -- US$5,000,000 class IA secured floating-rate notes, 'AAA' on
      Rating Watch Negative;

   -- EUR7,500,000 class IC secured floating-rate notes, 'AAA' on
      Rating Watch Negative;

   -- US$3,000,000 class IIA secured floating-rate notes, 'AA' on
      Rating Watch Negative;

   -- JPY500,000,000 class IIB secured floating-rate notes, 'AA'
      on Rating Watch Negative;

   -- EUR3,000,000 class IIC secured fixed-rate notes, 'AA' on
      Rating Watch Negative;

   -- EUR25,000,000 class IID secured floating-rate notes, 'AA'
      on Rating Watch Negative;

   -- US$42,000,000 class IIIA secured floating-rate notes, 'A'
      on Rating Watch Negative;

   -- JPY4,000,000,000 class IIIB secured fixed-rate notes, 'A'
      on Rating Watch Negative.

Key drivers of this transactions credit risk include:

   -- Portfolio credit risk deteriorating to an average portfolio
      quality of 'BBB-' from 'BBB'/'BBB-' in January 2008, with
      12.5% of the portfolio rated below investment grade.

   -- Portfolio migration risk with 10.3% of the portfolio on
      Rating Watch Negative and 27.0% of the portfolio on Outlook
      Negative.

   -- Industry concentration of 49.3% in the three largest, made
      up of 31.5% in Banking & Finance, 10.8% in
      Telecommunications and 7.1% in Building & Materials.

Given Fitch's view of concentration and the current credit quality
of the portfolio, the credit enhancement levels below are not
sufficient to justify the current rating of these notes.

   -- Series 2006-6 and 2006-9 junior super senior notes 9.0%;
   -- Series 2006-9 sub junior super senior notes 7.1%;
   -- Series 2006-6, 2006-8 and 2006-9 class I notes 6.5%;
   -- Series 2006-6 and 2006-9 class II notes 5.8%;
   -- Series 2006-6 and 2006-9 class III notes 5.2%;
   -- Series 2006-6 class IV notes 4.3%.

Resolution of the Rating Watch negative status will incorporate
any changes made to the portfolio or the transaction along with
additional portfolio migration. If there are no significant
changes prior to the resolution of the Rating Watch Negative
status, the notes will likely be downgraded to the rating
categories indicated below.

   -- Series 2006-6 and 2006-9 junior super senior notes 'AA'
      category;

   -- Series 2006-9 sub junior super senior notes 'A' category;

   -- Series 2006-6, 2006-8 and 2006-9 class I notes 'BBB'
      category;

   -- Series 2006-6 and 2006-9 class II notes 'BBB' category;

   -- Series 2006-6 and 2006-9 class III notes 'BB' category;

   -- Series 2006-6 class IV notes 'BB' category.

Fortuna Managed Synthetic CDO is a partially funded synthetic CDO
referencing a portfolio of primarily investment grade corporate
obligations. The portfolio maximum notional amount is US$10
billion.  At close, proceeds from the issuance of the notes were
used to collateralize credit default swaps (CDS) between the
issuer and Morgan Stanley Capital Services Inc. (guaranteed by
Morgan Stanley rated 'AA-/F1+'; Outlook Negative by Fitch). The
portfolio is actively managed by AIG Investments.


FRONTIER AIRLINES: Union Says Golden Parachute Will Break Deal
--------------------------------------------------------------
The Teamsters Union on Wednesday said Frontier Airlines management
is demanding a golden parachute even as it demands pay reductions
from employees.

Managers at Frontier (FRNT) want to grant workers little to
nothing if the company fails. But they want to give themselves up
to six months pay.

"We negotiated in good faith with Frontier management even though
they already have the lowest labor costs of all low-cost
carriers," said Matthew Fazakas, president of Teamsters Local 961.
"They continually moved the goal posts for a deal. But we met
every savings demand they made. Now we learn they had a secret
plan to give themselves golden parachutes while workers
get nothing.

"Golden parachutes for management are a deal breaker," Fazakas
said.

The union said Frontier's bankruptcy has nothing to do with labor
costs. Frontier has among the lowest labor costs in the industry
and the lowest among low-cost carriers. The airline's bankruptcy
resulted from a dispute with its credit card processor.

Nonetheless, Frontier employees agreed to $10.2 million in labor
savings. During negotiations, Teamster employees agreed to a
performance bonus plan for both management and line employees.

"Suddenly, on Tuesday, management sprang on us a new severance
plan that would give them pay up to six months," Fazakas said. "We
would get nothing.

"We're outraged by this secret plan for a golden parachute,"
Fazakas said. "They concealed this plan from us throughout
bargaining. They want us to have confidence in their plan to
emerge from bankruptcy, but obviously they have no confidence in
it themselves."

Frontier employs about 425 members of the International
Brotherhood of Teamsters as aircraft technicians, ground service
technicians, tool room attendants, material specialists and
aircraft appearance agents.

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.

                   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 DRILLING: Liquidity Pressures Cue Moody's to Junk Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded Frontier Drilling ASA's
Corporate Family Rating to Caa2 from B3, the probability of
default rating to Caa3 from B3, the first secured credit
facilities to B2 (LGD2, 10%) from B1 (LGD2, 28%) , and second lien
senior secured term loan to Caa3 (LGD3, 32%) from Caa1 (LGD5,
73%).  The ratings remain under review for possible further
downgrade.

The Caa2 CFR reflects the increased liquidity pressures resulting
from the lower than expected earnings and cash flows from the
Duchess coming off contract work earlier than expected and the
company's election to accelerate planned shipyard work for the
Duchess, the planned dry docking of the Seillean vessel in June,
and yet another set of larger than expected cost overruns for the
drillship Phoenix (formerly named the Deepwater) upgrade.  When
Moody's placed FDR's ratings under review on 4/8/08, Moody's were
looking for the signing of a new contract for the Duchess by early
May as a way of avoiding a Minimum EBITDA covenant violation under
the company's senior secured credit facilities.  However, since
that time, the Duchess has not been signed to a new contract,
which raises the possibility of a covenant breach this quarter.

In addition, FDR has completed its project review of the Phoenix
upgrade and has determined that the cost overruns are much higher
than an earlier estimate and remains faced with the possibility of
completion being delayed somewhat beyond the currently scheduled
completion date of the end of August.  This is the third upward
cost revision for the Phoenix and with the delivery of the Phoenix
being possibly delayed, there is additional pressure on the
company's overall liquidity position.  The combination of these
events has resulted in the urgent need for additional liquidity
over the next quarter.  The company estimates the funding
shortfall for the remainder of the Phoenix upgrade and the
Seillean dry docking to be in the vicinity of $125 million, which
is much higher than previous estimates.  Under the credit
facilities, FDR is prohibited from committing to any further
funding commitments for the cost overruns, and therefore, would
need a waiver from the lenders.

The Caa3 probability of default reflects Moody's view that there
is a significantly increased default risk given the multiple
issues facing the company at this time.  Under our Loss Given
Default methodology, the first lien credit facilities are now
rated B2.  This reflects a higher than average recovery rate based
on the current demand/supply fundamentals of the offshore drilling
market which Moody's believes helps support FDR's asset values and
therefore, the recovery prospects for the first secured lenders.  
The second lien facilities are rated Caa3, reflecting the amount
of first lien debt in the capital structure.

The ratings remain on review for further downgrade reflecting
Moody's heightened concern regarding the liquidity and potential
default facing FDR.  While the company remains in contract
negotiations for the Duchess, the company is also in talks with
its stakeholders regarding additional liquidity as well as the
potential covenant violations.  However, not having a contract for
the Duchess by this time raises the possibility of the company not
meetings its covenant requirements by Q2'08.  In concluding the
review, Moody's will want to know whether the company's equity
sponsors Carlyle/Riverstone and DLJ Merchant Banking Partners  
will provide equity contributions to help fund the cash shortfall.

Moody's would also need more clarification on the timing, amount,
and form of any contribution that may be made.  While the addition
of debt capital could help the company's overall liquidity
position, Moody's would view that as a credit negative given the
already high levels of leverage in the company at this time, and
could result in a further downgrade of the ratings.  Moody's also
notes that an affiliate company of FDR, which is refurbishing
another drillship, is also running into tight liquidity which may
affect the negotiations with its equity sponsors and stakeholders
for additional support.

In addition to the Duchess coming off its contract early, FDR
elected to have the Duchess undergo early shipyard work, including
its five-year survey that was originally planned for Q4'08.  
Furthermore, the Seillean vessel currently under contract with
Petrobras is due to go into dry dock in June 2008 for an upgrade
which includes replacement of its thrusters, gas turbines, and
power management system at an estimated cost of $49 million.
Moody's believes that the accelerated expense for the Duchess
combined with the Phoenix costs currently estimated to be
approximately $98 million higher (going from $255 million to
$353 million) than original estimates, and the Seillean upgrade
cost of $49 million will result in the company having a funding
shortfall of at least $125 million.

Although the Company's approximate $50 million cash balance (which
includes the full draw of the $60 million senior secured revolver)
may cover its obligations through June, the company is still
facing a significant funding deficit.  While the company is
currently evaluating new contracts for the Duchess, nothing has
been signed yet and the shipyard work is virtually complete.  As a
result, the company faces the potential risk of not meeting the
minimum EBITDA test for Q2'08 unless it signs a contract (at
projected dayrates) and starts working by the end of May.

The Caa2 CFR reflects Frontier's considerably higher leverage than
similarly rated oilfield services providers, especially when
incorporating the non-recourse debt at affiliated companies and
the shareholder PIK subordinated notes (estimated at over a
$1 billion funded debt).  While the debt at the other subsidiaries
of FDR Holdings (Frontier Drilling ASA's parent) is non-recourse
to ASA and the PIK notes are subordinated to the first lien
facilities, Moody's have consolidated them for CFR purposes.

The Caa2 also considers the ongoing risks associated with the
upgrade programs and the potential for further cost overruns
and/or delays which pressures liquidity and the financial profile
of the company for additional funding and materially delaying debt
reduction.  In addition, the ratings reflect the somewhat
specialized use and age of the drillship fleet and the inherently
volatile offshore contract drilling markets that could affect
Frontier's ability to rollover expiring contracts at comparable
dayrates.

The Caa2 CFR is supported by Frontier's position as a niche
provider of offshore contract drilling and production services to
the oil and gas industry with some vessels that have Arctic
drilling capabilities; the firm, long-term contracts for the
upgraded drillships with affiliates of Royal Dutch Shell provide
visible cash flows for the ensuing three years for each contract
and also appear to contain certain protections of cashflows
against cancellation; and the favorable outlook for the offshore
drilling market at least over the next year which should help in
supporting asset values.

Frontier Drilling ASA is incorporated in Norway, however,
maintains its administrative offices in Houston, Texas.


GABRIEL RESOURCES: Earns C$11 Million in 2008 First Quarter
-----------------------------------------------------------
Gabriel Resources Ltd. reported net income of C$11.0 million for
the first quarter ended March 31, 2008, compared with a net loss
of C$2.5 million in the corresponding period in 2007.  The first
quarter net income includes foreign exchange gains, amounting to
C$12.1 million on EURO cash balances held to finance planned
future EURO-denominated development activities.

The company has not commenced commercial production of its mineral
properties.  As a result, the company expects to incur operating
losses until commercial production commences and revenues are
generated.

Total operating expenses decreased to C$2.5 million for the three-
month period ended March 31, 2008, as compared to C$3.1 million in
2007 due to lower corporate, general and administrative and
financing costs, partially offset by higher stock-based
compensation costs compared to the corresponding 2007 period.

"We are using every means at our disposal to get our environmental
impact assessment (EIA) review process back on track," said Alan
R. Hill, president and chief executive officer.  "We have designed
Rosia Montana to be a model project in every aspect - technically,
environmentally, socially and culturally - and we are confident
the merits of our project will be recognized."

                            Financing

Cash, cash equivalents and short-term investments at March 31,
2008, totaled C$139.2 million.  During the first quarter of 2008,
the company spent C$16.0 million for project development   
activities compared to C$17.7 million in the first quarter of
2007.

The budgeted expenditures for the Rosia Montana Project for 2008
are approximately C$66.0 million as the company placed most
activities on hold until the EIA permit is approved.  This is the
minimum level of expenditures required to maintain the value of
the company's investment.  

The company said that project financing discussions with
traditional lenders have advanced as far as they can at this time.  
No further discussions can be held until the EIA permit has been
approved.  A key condition to accessing the debt facilities will
be acquiring 100.0% of the surface rights in the industrial zone.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
C$521.3 million in total assets, C$35.4 million in total
liabilities, and C$485.9 million in total stockholders' equity.

                     About Gabriel Resources

Gabriel Resources Ltd. -- http://www.gabrielresources.com/-- is a  
Canadian based resource company engaged in the exploration and
development of mineral properties in Romania and is presently
developing its 80.0% owned Rosia Montana gold project.  Since
acquiring the exploitation license, the company has been focused
on identifying and defining the size of the four ore bodies,
engineering to design the size and scope of the Project,
environmental assessment and permitting, rescue archaeology and
surface rights acquisitions.  

                          Going Concern

Management of Gabriel Resources believes that there exists
substantial doubt about the company's ability to continue as a
going concern.  As at March 31, 2008, the company had no sources
of operating cash flows, and had an accumulated deficit of
C$82.0 million.  Accordingly, the company does not have sufficient
cash to fund the development of the Project and therefore will
require additional funding which, if not raised, would result in
the curtailment of activities and result in project delays.  

In addition, the company said that its Rosia Montana Project has
long faced opposition from a group of foreign-funded non-
governmental organizations, certain Romanian organizations and
some members of the Hungarian Government.  

In September 2007 Romania's new Minister of Environment and
Sustainable Development announced it was impossible to continue
the EIA review process for the Project and he suspended the
Technical Assessment Committee meetings to review the EIA,
asserting a linkage between a minor procedural certificate and the
EIA review process that, the company believes, lacks any basis in
law.

The company disclosed that it is focused on doing everything
within its power to restart the permitting process.  To that end,
the company stepped up its advocacy efforts in Romania and abroad
and has filed a lawsuit against the Ministry of the Environment to
restart the permitting process.


HEADWATERS INC: S&P Puts Ratings Under Neg. Watch on Weak Earnings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings,
including its 'BB-' corporate credit rating, on Headwaters Inc. on
CreditWatch with negative implications.
     
"The CreditWatch listing reflects our belief that earnings in
fiscal 2008, ending Sept. 30, will be weaker than expected," said
Standard & Poor's credit analyst Pamela Rice.  "While we had
incorporated the loss of revenue from Headwaters' synthetic fuels
business into our ratings, the company's financial performance has
been hurt by the deeper housing downturn, lower remodeling
spending, and poor weather conditions in the fiscal second
quarter, ended March 31."

Although Headwaters expects cash from operations in fiscal 2008
could exceed $100 million, it could also have more than
$100 million in capital expenditures, well above its normal level,
primarily to construct additional coal cleaning facilities that
should begin to generate meaningful earnings and cash flow in
fiscal 2009.

"In the near term, we are concerned that availability under the
company's $60 million revolving credit facility and the cushion
under financial covenants could shrink further than we previously
expected, given the uncertainty about residential markets, the
general economy, and cost pressures, Ms. Rice said.
     
In resolving the CreditWatch listing, S&P will discuss with
management its business outlook, financial projections, cost
savings initiatives, and any contingency plans it has developed to
weather the current difficult operating conditions.
     
"If as a result of our analysis a downgrade is warranted, we would
not necessarily limit it to one notch," said Ms. Rice.


HILEX POLY: Sec. 341 Meeting of Creditors Scheduled for June 11
---------------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for Region
3, will convene a meeting of creditors in the Chapter 11 cases of
Hilex Poly Holding Co., LLC, and Hilex Poly Co., LLC, on June 11,
2008, at 10:00 a.m.  The meeting will be held at J. Caleb Boggs
Federal Building, 5th Floor, Room 5209, in Wilmington, Delaware.

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.

Joseph J. McMahon, Jr., Esq., represents the U.S. Trustee in the
Debtors' cases.

The U.S. Trustee may be reached at:

     United States Department of Justice
     Office of the United States Trustee
     District of Delaware
     J. Caleb Boggs Federal Building
     844 King Street, Suite 2207, Lockbox 35
     Wilmington, Delaware 19801
     Tel: (302) 573-6491
     Fax: (302) 573-6497

                         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.

At December 31, 2006, Hilex Poly Co. reported $318,200,000 in
total assets and $329,100,000 in total debts.  For the same
period, Hilex Poly Holding Co. reported $37,200,000 in total
assets and $31,000,000 in total liabilities.


HILEX POLY: Can File Schedules and Statements Until July 20
-----------------------------------------------------------
At the behest of Hilex Poly Holding Co., LLC, and Hilex Poly Co.,
LLC, the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended the Debtors' deadline to file
schedules of assets and liabilities and statements of financial
affairs until July 20, 2008.

The Debtors informed the Court that the 30-day initial deadline
pursuant to Rule 1007(c) of the Federal Rules of Bankruptcy
Procedure and Local Rule 1007-1(b) of the Delaware Bankruptcy
Court are insufficient to complete the Schedules and Statements.  
The Debtors point the Court to the number of creditors of their
estates, the size and complexity of their cases and the limited
staffing available to gather, process and complete the documents.

Upon filing for bankruptcy, the Debtors also delivered to the
Court a joint prepackaged plan of reorganization and an
accompanying disclosure statement and proposed solicitation
procedures.  The Debtors are seeking a joint hearing to consider
the adequacy of the Disclosure Statement and confirmation of the
Plan.

Judge Carey waived the Debtors' requirement to file Schedules and
Statements if the Debtors' plan is confirmed and becomes effective
prior to the expiration of the extended period.

Given the prepackaged nature of their chapter 11 cases, the
Debtors believe the purposes served by filing the Schedules and
Statements have been served by other means, and the completion of
the Schedules and Statements are not justified given the costs to
their estates.

                         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.

At December 31, 2006, Hilex Poly Co. reported $318,200,000 in
total assets and $329,100,000 in total debts.  For the same
period, Hilex Poly Holding Co. reported $37,200,000 in total
assets and $31,000,000 in total liabilities.


HILEX POLY: Gets Authority to Hire Epiq as Claims & Notice Agent
----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware granted Hilex Poly Holding Co., LLC, and
Hilex Poly Co., LLC, permission to employ Epiq Bankruptcy
Solutions, LLC, as their claims, noticing, and balloting agent.

The Debtors require Epiq to perform noticing functions, assist
them in balloting in connection with any proposed chapter 11 plan,
and, if necessary, assist them in analyzing and reconciling proofs
of claim filed against their estates.

According to Hilex Treasurer Rick P. Martin, although the Debtors
have yet to file their schedules of assets and liabilities and
statements of financial affairs, they anticipate that there will
be hundreds of entities that will have to be served with various
notices, pleadings and other documents filed in their cases.  
Epiq's retention should expedite the distribution of notices and
relieve the Clerk of Court f the administrative burden of
processing those notices, Mr. Martin says.

Daniel C. McElhinney, senior vice president and director of
operations for Epiq, attests that the firm is not connected with
the Debtors or any other interested parties in the cases, and does
not hold or represent any interest adverse to the Debtors.  Mr.
McElhinney says his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Epiq will be paid for its services pursuant to an engagement
letter.  Prior to their bankruptcy filing, the Debtors paid Epiq a
$10,000 retainer for prepetition fees and expenses.  The firm has
requested a $15,000 post-bankruptcy retainer.  Mr. McElhinney says
the amount of the prepetition retainer reduces the total amount of
the postpetition retainer.

                         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.

At December 31, 2006, Hilex Poly Co. reported $318,200,000 in
total assets and $329,100,000 in total debts.  For the same
period, Hilex Poly Holding Co. reported $37,200,000 in total
assets and $31,000,000 in total liabilities.


HOLLINGER INC: Inks Term Sheet with Secured Creditor & Sun-Times
----------------------------------------------------------------
Hollinger Inc. entered into a term sheet with Davidson Kempner
Management LLC and certain of its affiliates and Sun-Times Media
Group, Inc.

DK is the holder of approximately 42% of the outstanding principal
amount of Hollinger's secured notes issued pursuant to indentures
dated March 10, 2003 and Sept. 30, 2004.  Hollinger holds an
approximate 70% voting interest and 19.7% equity interest in Sun-
Times.

In order to become effective, the Settlement must be approved by
an order issued by the Ontario Superior Court of Justice.

Hollinger and its subsidiaries, Sugra Ltd. and 4322525 Canada Inc.
are currently subject to proceedings in Canada under the
Companies' Creditors Arrangement Act (Canada) and in the United
States under Chapter 15 of the U.S. Bankruptcy Code.  An agreement
between Hollinger and Sun-Times was filed by the Applicants with
the Ontario Court on April 10, 2008 in connection with the CCAA
proceeding.  The Settlement replaces the Sun-Times Agreement.

The Settlement provides that DK will withdraw its motion seeking
the bankruptcies of the Applicants, and that DK will support Court
Approval of the Settlement and the other relief sought by the
Applicants on April 10, 2008.

As soon as possible after Court Approval, the 14,990,000 Class B
Common Stock of Sun-Times owned directly or indirectly by
Hollinger will be converted into Class A Common Stock of Sun-Times
on a one-for-one basis and an additional 1,499,000 Class A Common
Stock of Sun-Times will be issued to Hollinger.  The Settlement
provides that the Exchanged Shares and the Additional Shares,
which provide security for the Notes, will be voted by the
indenture trustees of the Notes for the benefit of and at the
direction of the Noteholders (with certain restrictions).  The
indenture trustees will be entitled to exercise all other rights
attached to the Exchanged Shares and the Additional Shares and may
realize upon the Exchanged Shares and the Additional Shares in any
commercially reasonable manner.

Upon the later of (i) Court Approval and (ii) immediately after
the next annual meeting of Sun-Times' shareholders scheduled for
June 17, 2008, the six directors appointed by Hollinger to the
board of directors of Sun-Times (G. Wesley Voorheis, William Aziz,
Edward Hannah, Peter Dey, Brent Baird and Albrecht Bellstedt) will
submit their resignations from that board.

Sun-Times and Hollinger will cooperate to maximize the recoverable
portion of the class action insurance settlement proceeds payable
to them and such proceeds shall be allocated so that Sun-Times
receives 85% of such proceeds, and Hollinger receives 15% of such
proceeds.  Hollinger and Sun-Times agree to divide their
respective recoveries from the insolvency proceeding of The
Ravelston Corporation Limited and certain affiliates equally as
between them.

A standard CCAA claims process shall be implemented immediately
for all claims against the Applicants, as outlined in the
Settlement.

Sun-Times' claims will continue to be dealt with as previously
outlined in the Sun-Times Agreement.  Upon Court Approval,
Hollinger will pay to Sun-Times the reasonable fees and costs
incurred by Sun-Times in connection with the CCAA proceedings from
Aug. 1, 2007 to the date of Court Approval, subject to a cap of
$2,000,000 in the aggregate.

Subject to certain reserves, all cash of the Applicants shall be
distributed to the creditors who have proved claims in accordance
with the claims process.  Distributions will be determined on a
non-consolidated basis giving effect to inter-company claims but
including only 50% of a claim by 432 against Hollinger in the
aggregate amount of approximately $342,500,000 and subject to
these payments:

   (a) to pay a transaction fee to DK of $1,500,000 in
       consideration of the Settlement;

   (b) to pay the reasonable legal costs of the indenture trustees
       of the Notes up to and including Court Approval; and

   (c) to pay the reasonable legal costs of DK up to and including
       Court Approval;

provided that the total amount paid will not exceed $4,500,000.

The Settlement provides that John D. Ground, a retired justice of
the Ontario Court of Justice (Commercial List), shall be appointed
as an officer of the Court to perform the role of litigation
trustee of all claims and causes of action in favour of the
Applicants on such terms as may be agreed between the Applicants
and justice Ground and subject to approval by the Court.  An
advisory committee shall be established to provide advice and
direction to the Litigation Trustee comprised of the Litigation
Trustee, one representative of DK and one representative of the
Applicants.

Upon Court Approval, G. Wesley Voorheis will resign as an officer
and director of the Applicants and their subsidiaries.  The
appointment of William Aziz, or an entity controlled by him, as
the Chief Restructuring Officer of the Applicants and an officer
of the Court shall be sought as part of the Court Approval.

                       About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, 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.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S.
proceedings.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed C$79.8 million in total assets and C$219.3 million in
total liabilities, resulting in a C$139.5 million total
stockholders' deficit.


HOME INTERIORS: Taps Richards Partners as Communications Expert
---------------------------------------------------------------
Home Interiors & Gifts, Inc., and its debtor-affiliates will
appear before the U.S. Bankruptcy Court for the Northern District
of Texas to seek permission to employ Richards Partners, a
division of The Richards Group, as Communications Consultant
effective as of the Debtors' bankruptcy filing.

The Debtors need Richards Partners to assist and advise them with
internal and external communications with respect to the Debtors'
restructuring and reorganization strategy, including preparing
initial and ongoing public relations plans for internal and
external audiences; and recommending media relations protocols.

The Debtors initially retained Richards Partners on April 15,
2008.  Richards assisted the Debtors as their communications
consultant in connection with the internal and external
communications strategy and execution plan.  As a result, the
Debtors note, Richards Partners  has developed a great deal of
institutional knowledge regarding the Debtors' operations, assets,
capital structure, and related matters; and Richards Partners'
professionals have worked closely with the Debtors' management
team and their other advisors.

Richards Partners will be paid $17,500 per month for its services
and reimbursed of expenses.

Upon execution of the engagement letter, the Debtors paid Richards
Partners its initial monthly fee of $17,500.

George McCane, principal at Richards Partners , disclosed that as
of the bankruptcy filing date, Richards Partners has incurred and
has been paid for $52,500 in prepetition fees associated with
assisting Debtors with their communications.

Mr. McCane attests that Richards Partners and its professionals
are disinterested persons, within the meaning of Section 101(14)
of the Bankruptcy Code and as required by Section 327(a).  The
firm, Mr. McCane says, does not hold nor represent an interest
adverse to the estate and does not have any connection with the
Debtors, their creditors, or any other party-in-interest.

                      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 filed for protection from their
creditors, they listed assets and debts between $100 million and
$500 million.


HOME INTERIORS: Can Hire Kurtzman Carson as Notice & Claims Agent
-----------------------------------------------------------------
Home Interiors & Gifts, Inc., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Kurtzman Carson Consultants
LLC, as their official noticing and balloting agent.

KCC will perform these services, among others:

   (i) serve as the Court's notice agent to mail notices to the
       estates' creditors and parties-in-interest,

  (ii) provide computerized balloting database services, provide
       expertise, consultation, and assistance in ballot
       processing and with other administrative information
       related to the Debtors' bankruptcy cases, and

(iii) assist with preparation of statements of financial
       affairs and schedules of assets and liabilities.

The Debtors relate that they have identified roughly 4,000
creditors and potential creditors.  In other large cases, the
Debtors note, courts have found that the office of the Clerk of
the Bankruptcy Court for the applicable district is not equipped
to send notices to the thousands of creditors and other parties-
in-interest.  Accordingly, the Debtors relate, the most effective
and efficient manner in which to accomplish necessary noticing and
the process of receiving, docketing, maintaining, photocopying,
and transmitting ballots in their cases is to engage an
independent third party to act as an agent of the Court.

KCC's Sheryl Betance attests that neither KCC nor any of its
employees:

   -- have any connection with the Debtors, their creditors, or
      any other party-in-interest; and are "disinterested
      persons," as that term is defined in Section 101(14) of
      the Bankruptcy Code, and

   -- do not hold or represent any interest adverse to the
      Debtors' estate.

KCC will be given a $50,000 evergreen retainer for services to be
performed and expenses to be incurred.

KCC can be reached at:

     Kurtzman Carson Consultants LLC
     2335 Alaska Ave.
     El Segundo, CA 90245
     Attn: James Le
     Tel: (310) 823-9000
     Fax: (310) 823-9133

                      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.


IDLEAIRE TECHNOLOGIES: Says Board Requires Special Counsel
----------------------------------------------------------
IdleAire Technologies Corp. asked authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Williams &
Anderson PLC as special counsel for the independent members of
IdleAire's board of directors.

The Debtor told the Court that the board requires a separate
counsel, in part, because of the proposed sale of substantially
all of the Debtor's assets.  The Debtor added that Williams &
Anderson is familiar with the board's business affairs and
potential legal issues that may arise in the context of the
chapter 11 case.

The firm's professionals charge at these rates:

   Name                       Designation        Rate
   ----                       -----------        ----
   Paul W. Hoover, Jr., Esq.  Partner            $350
   Teresa M. Wineland, Esq.   Of Counsel         $260
   Kelly M. DeGostin, Esq.    Associate          $170
   Astrid C. Elliot           Legal Assistant     $95

The Debtor paid the firm $42,743 for its services in connection
with the case.

According to the Debtor, the firm does not hold or represent any
interest adverse to the Debtor or the Debtor's estate.

           Wells Fargo Waiver Requires Special Counsel

In a separate motion, the Debtor asked the Court for permission to
employ Holland & Knight LLP as its counsel, nunc pro tunc to their
bankruptcy filing.  The Debtor disclosed, among others, that in
the past, Holland & Knight represented the Debtor's creditor,
Wells Fargo Bank NA and its related entities in connection with
residential and commercial loan financing matters unrelated to the
Debtor.  Wells Fargo served as trustee and collateral agent to the
lenders regarding a prepetition financing to the Debtor.  Total
fees received for services rendered by the firm for Well Fargo
during 2007 was less than 1/2 of one percent of the total fees
received during that period.  The firm received a waiver of
potential conflict of interest from Wells Fargo.  The waiver
provides that special counsel would be required in the event that
an adversary or other litigation develops between the Debtor and
the bank during the course of the bankruptcy case.  The Debtor
maintained, however, that there is no restriction on the firm's
ability to bring avoidance actions or challenge the perfection of
Wells Fargo's security.

                        Going Concern Doubt

Public accounting firm Ernst & Young reported that the company has
a history of net losses, an accumulated deficit of $246,400,000
and working capital of $900,000 as of Dec. 31, 2007, which raise
substantial doubt about the company's ability to continue as a
going concern, according the company's regulatory filing with the
Securities and Exchange Commission.

The company's balance sheets showed total assets of $210,879,000
and total debts of $303,616,000 resulting in a $92,737,000 total
stockholders' deficit during the fiscal year ended Dec. 31, 2007.

The company posted a $93,442,000 net loss for the year ended
Dec. 31, 2008, compared to a $60,285,000 net loss a year earlier.

                          About IdleAire

Knoxville, Tennessee-based IdleAire Technologies Corp. --
http://www.idleaire.com/-- is a privately held corporation  
founded in June 2000.  It manufactures and services an advanced
travel center electrification system providing heating,
ventilation & air conditioning, Internet and other services to
truck drivers parked at rest stops.  The company delivers its
services to long-haul drivers through its patented Advanced Travel
Center Electrification(R) system, or ATE system, comprised of an
in-cab service module connected to an external heating,
ventilation and air conditioning unit, or HVAC unit, mounted on a
truss structure above parking spaces.  It employs about 1,200
people.

The company filed chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson, LLC represent the Debtor in its restructuring efforts.  
As of Dec. 31, 2007, the Debtor had total assets of $210,879,000
and total debts of $303,616,000.


IDLEAIRE TECHNOLOGIES: Wants to Hire Holland & Knight as Counsel
----------------------------------------------------------------
IdleAire Technologies Corp. asked authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Holland &
Knight LLP as its counsel, nunc pro tunc to the Debtor's
bankruptcy filing.

The firm, according to the Debtor, is both well qualified and
uniquely able, due to its historical perspective, to provide the
services needed in the case.  Holland and Knight will, among
others, advise the Debtor with respect to its powers and duties as
debtor-in-possession in the continued management and operation of
its business and properties and represent the Debtor with respect
to general corporate and transactional matters.

Holland & Knight's hourly rates for these professionals are:

   Name                       Designation        Rate
   ----                       -----------        ----
   Sandra E. Mayerson, Esq.   Partner            $620
   John J. Monaghan, Esq.     Partner            $480
   Richard E. Lear, Esq.      Partner            $480
   Kerry S. Kehoe, Esq.       Partner            $475
   Barbra R. Parlin, Esq.     Partner            $475
   Peter A. Zisser, Esq.      Senior Counsel     $395
   Lynne B. Xerras, Esq.      Associate          $365
   Dianne N. Rallies, Esq.    Associate          $275
   Shannan E. Whalen          Paralegal          $175

Based on the Debtor's motion, since the firm's engagement with
respect to restructuring efforts in April and May 2008 until the
Debtor's bankruptcy filing in May 12, 2008, the firm received
about $448,025 in fees and reimbursement for expenses.

The Debtor told the Court that it paid $300,000 retainer to
Holland & Knight.

                Potential Conflict of Interest

The Debtor informed the Court that the firm and its professionals
and employees do not have any connection with the parties-in-
interest in the case, except:

   a. Thomas Boroughs, Esq., a Holland & Knight partner in
      Orlando, owns 4,000 shares, or 0.0007713%, of IdleAire;

   b. in the past, Holland & Knight represented the Debtor's
      creditor, Wells Fargo Bank NA and its related entities in
      connection with residential and commercial loan financing
      matters unrelated to the Debtor.  Wells Fargo served as
      trustee and collateral agent to the lenders regarding a
      prepetition financing to the Debtor.  Total fees received
      for services rendered by the firm for Well Fargo during
      2007 was less than 1/2 of one percent of the total fees
      received during that period.  The firm received a waiver
      of potential conflict of interest from Wells Fargo.  The
      waiver provides that special counsel would be required in
      the event that an adversary or other litigation develops
      between the Debtor and the bank during the course of the
      bankruptcy case.  The Debtor maintained, however, that
      there is no restriction on the firm's ability to bring
      avoidance actions or challenge the perfection of Wells
      Fargo's security;

   c. other entities that were represented by the firm in the
      past or may have interest in the case include:

   -- United Parcel Service of America Inc.,
   -- AT&T Corporation,
   -- Verizon Business,
   -- unsecured creditor United Rentals Inc.,
   -- unsecured creditor Blue Cross Blue Shield,
   -- Bowne of New York LLC and Bowne & Co.,
   -- 10% equity holder Parsons Brinckerhoff, Quade & Douglas
      Inc.,
   -- 10% equity holders Jefferies & Company, State Street Bank
      and Trust Company, and Bear Sterns & Company,
   -- corporate site lessor Home Properties Inc.,
   -- travel site lessor TA Operating Corporation,
   -- travel site lessor Flying J Inc., and
   -- CRG Partners Group LLC, Stephen S. Gray and Gordian Group
      LLC employed by the Debtor or creditors as expert
      witnesses of financial advisor in the case.

                        Going Concern Doubt

Public accounting firm Ernst & Young reported that the company has
a history of net losses, an accumulated deficit of $246,400,000
and working capital of $900,000 as of Dec. 31, 2007, which raise
substantial doubt about the company's ability to continue as a
going concern, according the company's regulatory filing with the
Securities and Exchange Commission.

The company's balance sheets showed total assets of $210,879,000
and total debts of $303,616,000 resulting in a $92,737,000 total
stockholders' deficit during the fiscal year ended Dec. 31, 2007.

The company posted a $93,442,000 net loss for the year ended
Dec. 31, 2008, compared to a $60,285,000 net loss a year earlier.

                          About IdleAire

Knoxville, Tennessee-based IdleAire Technologies Corp. --
http://www.idleaire.com/-- is a privately held corporation  
founded in June 2000.  It manufactures and services an advanced
travel center electrification system providing heating,
ventilation & air conditioning, Internet and other services to
truck drivers parked at rest stops.  The company delivers its
services to long-haul drivers through its patented Advanced Travel
Center Electrification(R) system, or ATE system, comprised of an
in-cab service module connected to an external heating,
ventilation and air conditioning unit, or HVAC unit, mounted on a
truss structure above parking spaces.  It employs about 1,200
people.

The company filed chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides the case.  
Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine, Esq., and
William David Sullivan, Esq., at Sullivan Hazeltine Allinson, LLC
represent the Debtor in its restructuring efforts.  As of Dec. 31,
2007, the Debtor had total assets of $210,879,000 and total debts
of $303,616,000.


INDEPENDENCE VII: Expected Losses Cue Moody's to Cut Ratings
------------------------------------------------------------
Moody's Investors Service has downgraded ratings of eight classes
of notes issued by Independence VII CDO, Ltd., and left on review
for possible further downgrade the rating of two of these classes.  

The notes affected by the rating action are:

Class Description: $360,000,000 Class A-1A First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2045

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

Class Description: $60,000,000 Class A-1B First Priority Senior
Secured Floating Rate Notes due 2045-2

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

Class Description: $30,600,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2045

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

Class Description: $60,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2045

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

Class Description: $28,500,000 Class C Fourth Priority Senior
Secured Floating Rate Notes due 2045

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

Class Description: $15,000,000 Class D Fifth Priority Mezzanine
Deferrable Floating Rate Notes due 2045

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

Class Description: $24,900,000 Class E Sixth Priority Mezzanine
Deferrable Floating Rate Notes due 2045

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

Class Description: $5,400,000 Class F Seventh Priority Mezzanine
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 9,2008, of an event of default caused when
the Net Outstanding Portfolio Collateral Balance is less than the
sum of the Aggregate Outstanding Amount of the Class A , Class B
and Class C Notes, described in Section 5.1(i) of the Indenture
dated March 28, 2006.

Independence VII CDO, 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-1A Notes and Class A-1B Notes remain on review for
possible further action.


INDYMAC BANCORP: Fitch Junks Short-Term Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
(IDRs) of Indymac Bancorp Inc. (IMB) and its wholly owned bank
subsidiary Indymac Bank FSB (bank). In addition, Fitch has placed
the affected ratings on Rating Watch Negative. Fitch's action
reflects the company's challenges in returning to profitability
and decision to defer dividend payments on preferred stock issued
by IMB and the bank. Approximately $19.9 billion of debt and
deposits are involved in Fitch's rating action. A complete list of
rating actions is provided at the end of this release.

Ratings downgraded and placed on Rating Watch Negative:

   * Indymac Bancorp Inc.

     -- Long-term IDR to 'B-' from 'BB';
     -- Short-term IDR to 'C' from 'B';
     -- Individual to 'D/E' from 'C/D'.

Fitch's downgrade reflects the cumulative effect of several
quarters of operating losses on the bank's capital position which
has led IMB to defer dividend payments on hybrid securities. While
the bank is deemed well capitalized under its regulator, the
Office of Thrift Supervision (OTS), Fitch believes that several
quarters of operating losses and the prospect that the company
will not return to profitability in 2008 places undue pressure on
IMB's ability to manage capital. While Fitch believes the
company's election to defer dividends and preserve capital was
prudent, the deferral period, absent a meaningful capital raise,
may not be temporary. Fitch has also differentiated the ratings of
IMB and the bank as they have distinct regulatory oversight and
legal structures.

Fitch's downgrade of preferred stock issued by IMB and the bank
reflects the uncertain recovery prospects for preferred
shareholders which is driven by the priority claim on IMB's
mortgage loans and securities by the Federal Home Loan Bank (FHLB)
of San Francisco and obligations to the bank's insured depositors.
Accordingly, Fitch has assigned average recovery ratings to bank's
deposits with recovery prospects for preferred stock more
uncertain. At March 31, 2008 IMB had $10.4 billion in FHLB
advances and $18.9 billion in deposits.

Fitch may downgrade IMB's ratings further should continued
weakness in operating performance cause regulatory capital to fall
below well capitalized levels. Fitch may also remove IMB from
Rating Watch Negative and assign a Negative Outlook if capital
levels stabilize and have a reasonable probability of improving.
Fitch expects that, given the continued weakness in the U.S.
housing market, IMB faces significant challenges for the balance
of 2008.

Ratings Downgraded and placed on Rating Watch Negative:

   * Indymac Bank F.S.B.
     -- Long-term IDR to 'B' from 'BB';
     -- Short-term IDR to 'C' from 'B';
     -- Long-term deposits to'B'/'RR4' from 'BB+';
     -- Individual to 'D' from 'C/D';
     -- Short-term deposits to 'C' from 'B';
     -- Preferred stock to 'CCC-/RR6' from 'B+'.

   * Indymac Capital Trust I
     -- Preferred stock to 'CCC-/RR6' from 'B+'.

Ratings affirmed:

   * Indymac Bancorp, Inc.
     -- Support '5';
     -- Support floor 'NF'.

   * Indymac Bank F.S.B:
     -- Support '5';
     -- Support floor 'NF'.


INFINITY ENERGY: Execs Stay Optimistic as 1Q Loss Narrows
---------------------------------------------------------
Infinity Energy Resources, Inc. (Pink Sheets: IFNY.PK) reported
that for the three months ended March 31, 2008, revenues
approximated $1.2 million, compared with approximately $2.1
million in the first quarter of 2007. An operating loss of
$796,000 was recorded in the most recent quarter, compared with an
operating loss of $2,191,000 in the corresponding period of the
previous year. The Company reported a net loss of $1,252,000, or
$0.07 per share, for the quarter ended March 31, 2008, versus a
net loss of $3,780,000, or $0.21 per share, in the quarter ended
March 31, 2007.  Operating results for the first quarters of 2008
and 2007 included expenses of $35,000 and $1,574,000,
respectively, related to changes in derivative values. During the
first quarter of 2007, the Company's Infinity-Wyoming subsidiary
incurred $623,000 in expenses to settle a disputed volume
commitment deficiency involving a third-party gatherer and
processor of gas in Wyoming.

EBITDA (earnings from continuing operations before interest,
income taxes, depreciation, depletion, amortization and accretion
expenses, and change in derivative fair value) for the three
months ended March 31, 2008 approximated a negative ($312,000).

Exploration and production operations produced 122.9 million cubic
feet equivalents (MMcfe) during the three months ended March 31,
2008, compared with 310.0 MMcfe in the first quarter of 2007. The
following table provides information for the three months ended
March 31, 2008 and 2007, respectively:

                                             For the Three
                                              Months Ended
                                               March 31,
                                           2008           2007
                                           -------------------
    Production:
     Natural gas (MMcf)                    121.4        229.0
     Crude oil (thousands of barrels)        0.3         13.5
     Total (MMcfe)                         122.9        310.0
    Financial Data (thousands of dollars):
     Total revenue                        $1,200       $2,099
     Production expenses                     780        2,058
     Production taxes                         27          135
    Financial Data per Unit ($ per Mcfe):
     Total revenue                         $9.76        $6.77
     Production expenses                    6.34         6.64
     Production taxes                       0.22         0.44

Infinity achieved oil and gas revenue of $1.2 million in the three
months ended March 31, 2008 compared to $2.1 million in the prior-
year period. The $0.9 million, or 43%, decrease in revenue
consisted of an approximate $1.3 million decrease attributable to
lower oil and gas production, offset by a $0.4 million increase in
average prices. The decrease in equivalent production was
principally the result of production in 2007 from properties sold
to Forest Oil in January 2008.

Approximately $2.5 million in net cash was used in operating
activities during the three months ended March 31, 2008, compared
with $4.3 million in net cash used in operating activities in the
year-earlier quarter.  Net cash provided by investing activities,
including proceeds from the sale of certain producing properties
in the Rocky Mountain region, totaled $16.7 million in the first
quarter of 2008, versus $5.4 million of cash used in investing
activities in the first quarter of 2007.

As of March 31, 2008, the company showed strained liquidity with
total current assets of $5.2 million available to $18.5 million in
liabilities coming due within the next 12 months.  The company had
total assets of $25.8 million, total liabilities of $19.2 million,
resulting in a stockholders' equity of $6.6 million.

                     Sale of Assets & Farmout

On January 7, 2008, Infinity Oil & Gas of Wyoming, Inc., a wholly
owned subsidiary of the Company, completed the sale of
essentially all of its producing oil and gas properties in
Colorado and Wyoming, along with 80% of its working interest in
undeveloped leaseholds in Routt County, Colorado and Sweetwater
County, Wyoming to Forest Oil Corporation. In addition, on
December 27, 2007, Infinity Oil and Gas of Texas, Inc., a wholly
owned subsidiary of the Company, entered into a Farmout and
Acquisition Agreement with Forest Oil for certain oil and gas
leaseholds in Erath County, Texas. Under the agreement, Forest Oil
will operate and earn a 75% interest in the spacing unit for each
well in a 10-well drilling program. If Forest Oil completes the
drilling program, it will earn a 50% interest in the approximate
25,000 remaining undeveloped net acres and
existing Erath County infrastructure owned by Infinity-Texas

                       Management Comments

"The first quarter of 2008 was noteworthy in several respects from
an operating perspective," noted Stanton E. Ross, Chief Executive
Officer of Infinity Energy Resources, Inc. "Although our revenue
declined significantly following the sale of our producing oil and
gas properties in Colorado and Wyoming to Forest Oil in January
2008, the Company's first quarter operating loss was reduced by
almost two-thirds when compared with
the prior-year period. Higher oil and gas prices widened our
revenue/expense spread per Mcfe from only $0.13 in the first
quarter of 2007 to $3.42 per Mcfe in the most recent quarter. At
the same time, we were able to reduce our general and
administrative expenses by approximately 17%, when compared with
the first quarter of 2007."

"The sale of our producing properties in Colorado and Wyoming to
Forest Oil allowed Infinity to significantly reduce its
outstanding debt, and we kept 100% of our exploratory properties
in the Piceance Basin and LaBarge areas in the Rocky Mountains and
a 20% working interest in any future wells that Forest Oil drills
in the Sand Wash Basin. Meanwhile, we are working closely with
Amegy to financially reposition the Company in accordance with its
business strategy and focus upon oil and gas development
activities in Texas and offshore Nicaragua."

"I am pleased to report that Forest Oil has commenced drilling the
first in a series of up to ten new wells in Erath County, Texas,
in accordance with its farmout relationship with Infinity," stated
Dr. Renato Bertani, Chief Operating Officer of the Company.

"Assuming drill results are favorable, we would expect to realize
the benefits of initial production from these activities, which
are being funded by Forest Oil, beginning in the third or fourth
quarters of 2008.  Meanwhile, our Infinity-Texas subsidiary
anticipates that its 2008 capital expenditures will be limited to
less than $1 million to potentially complete two vertical wells
that were drilled last year. Our Infinity-Wyoming subsidiary
expects to spend less than $1 million to plug and abandon and
perform reclamation activities on several wells and potentially to
conduct additional geological and geophysical analysis."

"We continue to work towards finalizing the contracts related to
our 1.4 million-acre oil and gas concessions offshore Nicaragua,"
observed Ross. "Recently, a privately-owned company with offshore
concessions adjacent to ours received final approval of its
exploration contracts by Nicaragua's federal government and
regional authorities, and we view this development favorably in
terms of its implications for Infinity's efforts to secure
ratification of its contracts and concessions. I plan to travel
to Nicaragua later this month to follow up on significant progress
that we have made with the Autonomous Region of the Southern
Atlantic regional government council. Along with the President of
RAAS, Lourdes Aguilar Gibbs, the council of the RAAS has invited
Infinity to make presentations to the local communities in the
region, after which our contracts will be submitted for a vote by
the RAAS assembly. Because of the
commitment by President Aguilar Gibbs to bring investment into her
region, the prospects for ratification of our offshore oil and gas
concession and related exploration contracts by the RAAS have
improved substantially in recent weeks. If we receive RAAS
ratification, we are prepared to move quickly to begin hiring
local employees and move our exploration agenda forward. We
believe the development of Infinity's offshore concession has
the potential to deliver significant economic benefits to
residents of the RAAS region, and we are eager to get started."

"Meanwhile, our negotiations with the Autonomous Region of the
Northern Atlantic regional government council have proven more
difficult, as RAAN disapproved Infinity's contracts at a meeting
in late February. At the request of the governing board of the
RAAN, Infinity made a new request to the Ministry of Energy and
Mines that Infinity's contracts be re-submitted to the RAAN for
approval. Because of the assurances we have received from
Nicaragua's President, Daniel Ortega, and the cooperation and
support of ProNicaragua (the Nicaraguan Investment Promotion
Agency), and the Ministry of Energy and Mines, we remain hopeful
that the RAAN will approve Infinity's contract pertaining to that
region. Meanwhile, we are prepared to move forward with the RAAS
in an expeditious manner as soon as that regional assembly
approves our contracts."

"Once we receive ratifications, we plan to conduct an
environmental study and develop geological information from the
reprocessing of existing 2-D seismic data to be acquired over our
Perlas and Tyra concession blocks.  We have cash on deposit to
secure letters of credit of approximately $1 million for this
initial work on the leases. Infinity also intends to seek
offers from other industry operators for interests in the acreage,
in exchange for cash and a carried interest in exploration and
development operations. We continue to believe the offshore
Nicaragua concessions have 'world-class' potential and could be
the Company's most valuable asset," concluded Ross.

                   Conference Call and Webcast

The Company held an investor conference call on May 12, 2008.  A
replay of the conference call will be available until 5:00 pm EDT
July 11, 2008, by dialing 877-344-7529 (international/local
participants dial 412-317-0088) and entering the conference ID
419500.

The call will also be archived on the Internet through August 10,
2008, at http://www.videonewswire.com/event.asp?id=48573and on  
the Company's Web site at http://www.infinity-res.com.

              About Infinity Energy Resources, Inc.

Headquartered in Denver, Colorado, Infinity Energy Resources Inc.  
-- http://www.infinity-res.com/-- is an independent energy    
company engaged in the exploration, development production of
natural gas and oil and the acquisition of natural gas and oil
properties in Texas and the Rocky Mountain region of the United
States.  The company also has a 1.4 million-acre oil and gas
concession offshore Nicaragua in the Caribbean Sea.

The Troubled Company Reporter reported on May 14, 2008, that   
Infinity Energy Resources Inc. entered into a Second Forbearance
Agreement with Infinity-Texas, Infinity-Wyoming and Amegy Bank
N.A. in relation to the company's several existing defaults.
The agreement also provides that Amegy Bank N.A. will waive and
forebear from exercising any remedies through May 31, 2008.  
Under the term of the agreement, the borrowing base under the loan
agreement was reduced to $3.8 million, with a resulting borrowing
base deficiency of $7.1 million.  The deficiency is required to be
cured by May 31, 2008, through the sale of assets, refinancing of
the loan or some other means of raising capital. The agreement
gives Amegy the right to require Infinity to proceed with the sale
and marketing of the oil and gas properties and leasehold
interests held by Infinity-Texas.  The company may seek an
extension to repay the borrowing base deficiency if it will be
unable to sell assets or obtain alternative sources of funding to
repay the deficiency by May 31, 2008.  The company said there can
be no assurance that such an extension can be obtained at all or
on satisfactory terms.

According to Infinity Energy, these matters, as wells as other
risk factors related to the Company's liquidity and financial
position, raise substantial doubt as to the Company's ability to
continue as a going concern.


INTERPHARM HOLDINGS: Perry Sutaria et al. Declare 65.4% Stake
-------------------------------------------------------------
Perry Sutaria, Dr. Maganlal K. Sutaria, Bhupatlal K. Sutaria, Rajs
Holdings I, LLC, Raj Sutaria, P & K Holdings I, LLC, Ravis
Holdings I, LLC, and Ravi Sutariato beneficially own an aggregate
of 46,326,370 shares or 64.5% of 66,738,422 shares of Interpharm
Holdings Inc. common stock outstanding as of Feb. 11, 2008,
consisting of:

   (i) 41,201,768 shares of common stock;

  (ii) 3,774,602 shares of common stock issuable upon conversion
       of 3,774,602 shares of Series A-1 Stock; and

(iii) 1,350,000 shares of common stock issuable upon exercise
       within 60 days pursuant to options to purchase 1,350,000
       shares of common stock.

Perry Sutaria owns 34,823,576 Interpharm shares; Dr. Maganlal K.
Sutaria owns 3,802,952 shares; Bhupatlal K. Sutaria owns
11,069,026 shares; Rajs Holdings I, LLC, owns 16,150,327 shares;
Raj Sutaria owns 2,780,946 shares; P & K Holdings I, LLC, owns
8,014,928 shares; Ravis Holdings I, LLC, owns 10,518,645; and Ravi
Sutaria owns 1,864,800.

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

The company'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.

                            *     *     *

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.


JEFFERSON COUNTY: $53MM Debt Payment Deadline Extended to June 1
----------------------------------------------------------------
NBC 13 reports that the Jefferson County Commission has secured a
two-week extension for the payment of a $53 million sewer debt.

The $53 million should have been the first installment in a series
of 16 equal quarterly payments for $850 million of variable rate
demand notes.  On April 15, 2008, the county's commercial banks
entered into a forbearance agreement to extend the debt payment
for 30 days. The forbearance agreement would have expired May 15,
2008.  Under the most recent agreement, the new deadline is set
for June 1.   

Jefferson County has $4.6 billion in overall debt, including
$3.2 billion in sewer bonds.  As reported by the Troubled Company
Reporter on March 10, 2008, Jefferson County was in technical
default in relation to the sewer debt.  The county was unable to
post $184 million in collateral on $5.4 billion of interest-rate
swaps tied to the bonds.  The collateral was required under the
agreement after a series of downgrades on the debt.  

The county has 13 interest-rate swap transactions with Bank of
America, Bear Stearns Inc., JPMorgan Chase & Co. and Lehman
Brothers.  Previously, Jefferson county refused to pledge reserves
against the interest-rate swaps tied to the sewer debt

According to the NBC report, negotiations to reset the debt
structure are ongoing between Jefferson County attorneys and its
bond insurers.  Two of the firms that guarantee to make the
payments on Jefferson County's sewer bonds in the event of default
were FGIC Corp. and XL Capital Assurance Inc.  FGIC insured $1.56
billion of Jefferson County auction-rate securities, and XL
Capital backed $397 million of the bonds.

Meanwhile, the County Commission has voted to enter an agreement
with Haskell, Slaughter, Young and Rediker to help the county find
a way to avert a bankruptcy that stands to be the largest
municipal bankruptcy in U.S. history.

                     About Jefferson County

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.    Patrick
Darby, a lawyer with the Birmingham firm of Bradley Arant Rose &
White, represents Jefferson County.  Porter, White & Co. in
Birmingham is the county's financial adviser.

                    *     *     *

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

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

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


JOE PACHECO: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Joe F. Pacheco and Luisa Pacheco
         dba J and L Dairy
         2200 S. Marks
         Fresno, CA 93706

Bankruptcy Case No.: 08-12006

Type of Business: The Debtors own J and L Dairy.

Chapter 11 Petition Date: April 10, 2008

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtors' Counsel: David R. Jenkins, Esq.
                  David R. Jenkins, P.C.
                  P.O. Box 1406
                  Fresno, CA 93716
                  Tel: (559) 264-5695

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 16 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
Western Milling                                $1,287,328
P.O. Box 1029
Goshen, CA 93227

Jess Smith & Sons Commodities                    $279,545
2905 F Street
Bakersfield, CA 93301

Kings Dairy Supply                               $157,212
5835 13th Avenue
Hanford, CA 93230

Mountain Valley Hay                               $23,659

Phillips Silage Harvesting, Inc.                  $16,355

Mesa Verde Trading Co., Inc.                      $13,377

Veterinary Pharmaceuticals, Inc.                   $5,631

Tony Savant                                        $5,000

Cap One                                            $3,806

Stanley Tulchin Associates                         $2,819

Ford Motor Company                                 $1,572

Sears/CBSD                                         $1,034

LVNV Funding                                         $456

HSBC Bank                                             $49

PG&E                                                  $46

Chevron                                               $42


JOHN CLARKE: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: John A. Clarke, Jr., and Irene Gil-Llamas
         91 N. Hamilton Park Avenue
         Columbus, OH 43203

Bankruptcy Case No.: 08-53360

Type of Business: The Debtors previously filed for chapter 11
                  protection on Oct. 11, 2007 (Bankr. S.D. Ohio
                  Case No. 07-58179).

Chapter 11 Petition Date: April 14, 2008

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtors' Counsel: Grady L. Pettigrew, Jr., Esq.
                  Pettigrew & Associates, LLC
                  502 South Third Street
                  Columbus, OH 43215-5702
                  Tel: (614) 224-1113
                  Fax: (614) 224-4949

Total Assets: $2,529,003

Total Debts:  $2,298,741

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Central Loan Admin               Keene Drive,          $188,000
P.O. Box 986                     Westerville, Ohio
Newark, NJ 07184-0597            Value of Security:
                                 $150,000

Capital One                      Credit card            $13,422
P.O. Box 650365
Dallas, TX 75265-0635

Javitch Block & Rathbone                                $17,419
1100 Superior Avenue, 19th Floor
Cleveland, OH 44114-2518

Providian Processing Services                            $5,798

Franklin County Treasurer        5833 Lou Street &       $5,727
                                 5835 Lou Street,
                                 Columbus, Ohio

GE Money Bank                    Credit Card             $4,992

Columbia Gas                     Utility Gas             $4,840

Micro Center                     Computer                $4,188

Retail Services                                          $4,188

Atty. Ben Benbow                 Legal Service           $3,000

City of Columbus                 Utility                   $672

Newark Water                     Utility                   $433

Big O Refuse                     Garbage Pickup            $138
                                 Newark, Ohio

                                 267 Hudson                $138
                                 Newark, Ohio

                                 26 Harrison               $138
                                 Newark, Ohio

KLEROS REAL: Moody's Reviewing Caa3 Rating on Class A-2 Notes
-------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the rating of two classes of notes
issued by Kleros Real Estate I, Ltd.  The notes affected by the
rating action are as follows:

Class Description: $900,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due October 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $30,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due October 2046

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

The rating action reflects deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on April 29,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Class A-1A Par Value Ratio to be greater than or
equal to 102 percent, pursuant Section 5.1(i) of the Indenture
dated June 30, 2006.

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

Kleros Real Estate I, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of Structured Finance securities.


LEVITT AND SONS: Pact Between Wachovia Debtors & Cananwill Okayed
-----------------------------------------------------------------
At the behest of Soneet R. Kapila, as chief administrator for
certain Levitt and Sons LLC debtor-affiliates that are borrowers
under a DIP Loan Agreement with Wachovia Bank N.A., the U.S.
Bankruptcy Court for the Southern District of Florida approved
a postpetition commercial premium finance agreement between the
Wachovia Debtors and Cananwill, Inc.

As Chief Administrator, Mr. Kapila is authorized by the Court to
manage and supervise the Wachovia Debtors, their projects and
related operations, in accordance with the DIP Loan Agreement and
an Asset Management Agreement with the Wachovia Debtors.  
Moreover, under the terms of the DIP Loan Agreement and the Asset
Management Agreement, Mr. Kapila is required to obtain insurance
coverage for the Wachovia Debtors and their assets.

Mr. Kapila has found general liability, excess liability and
builders risk insurance for the Wachovia Debtors for an annual
premium of $1,245,949, Cynthia C. Jackson, Esq., at Smith Hulsey
& Busey, in Jacksonville, Florida, relates.

In order to fund the premium, the Wachovia Debtors needed to
obtain premium financing.  Mr. Kapila obtained the best quote
from Cananwill, out of four premium finance companies.

Under the Cananwill Premium Finance Agreement:

   (a) the Wachovia Debtors will be required to make a down
       payment of $621,882, and eight monthly payments of $79,635
       at an annual percentage rate of 5.53%; and

   (b) Cananwill will be protected by a security interest in
       amounts payable to the Wachovia Debtors under the
       Policies, including any unearned or returned premiums and
       claim payments that result in a reduction of unearned
       premiums.

Upon the Wachovia Debtors' default on any payment due and owing
under the Premium Finance Agreement, the automatic stay will be
immediately lifted and Cananwill may cancel the Policies after
giving any notice required by applicable state law, and may apply
any unearned or return premiums due under the Policies to any
amounts owing by the Wachovia Debtors to Cananwill without Court
order.

In the event that upon cancellation of the Policies, the unearned
or return premiums are insufficient to pay the Wachovia Debtors'
total amount due to Cananwill under the Premium Finance
Agreement, then any remaining amount owing to Cananwill will be
given priority as an administrative expense under Section 503 of
the Bankruptcy Code in any distribution of assets of the estate.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


M FABRIKANT: Court Confirms Modified Chapter 11 Liquidation Plan
----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the United States Bankruptcy Court
for the Southern District of New York confirmed the Modified Joint
Chapter 11 Plan of Liquidation dated April 24, 2008, filed by M.
Fabrikants & Sons Inc. and Fabrikant-Leer International Ltd.,
together with the Official Committee of Unsecured Creditors and
other current lenders

As reported in the Troubled Company Reporter on Nov. 13, 2007,
the Court determined that the Disclosure Statement filed by the
Debtors and the Committee contains adequate information within the
meaning of Section 1125 of the U.S. Bankruptcy Code.

                        Plan-Created Trusts

The Plan provides for the liquidation of the assets of the
estates, including the investigation and prosecution of certain
causes of action, by two liquidating trusts to be formed pursuant
to the Plan and related liquidating trust agreements.

The first of these trusts is the Shared Assets Trust, which shall
contain the trust assets.  The second of these trusts is the GUC
Trust, which shall contain the GUC trust assets.

The beneficiaries of the Shared Assets Trust are the Debtors'
current lenders and the GUC Trust, while the beneficiaries of the
GUC Trust are the GUC Trust beneficiaries, who are holders of the
GUC Trust Interests.

The Shared Assets Trust is charged with liquidating the trust
assets, which are:

   i) any and all claims or causes of action of the Debtors, their
      estates, or the Committee, against third parties;

  ii) any and all claims or causes of action of their current
      lenders, the Wilmington Trust Company, or any of their
      respective predecessors in interest;

iii) affiliate receivables or subsidiary equity which secure the
      current lender claims;

  iv) any unencumbered assets of the estates; and

   v) the remaining cash held by for the benefit for the estates
      upon entry of the confirmation order.

The proceeds of the Trust Assets shall be distributed to the
holders of Class 2 Claims and the GUC Trust -- the
ultimate beneficiaries of which are holders of allowed Class 4
Claims and Class 5 Claims on account of their claims against the
Debtors.

The Shared Assets Trust shall also make distributions on account
of allowed administrative and priority claims and be charged with
reconciling disputed administrative and priority claims.  The
Shared Assets Trust shall be managed by the Shared Assets Trustee,
as well as a five-member Shared Assets Trust Beneficiary
Committee, three of whose members shall be selected by the Current
Lenders and two of whose members shall be selected by the
Committee.

The GUC Trust is charged with:

   i) liquidating the original lender litigation claims;

  ii) receiving distributions on account of the Shared Assets
      Trust Class B Interests; and

iii) making distributions in respect of:

      a) any distributions to the GUC Trust on account of the
         Shared Assets Trust Class B Interests; and

      b) proceeds, if any, of the original lender litigation
         claims to the holders of allowed Class 4 Claims on
         account of their Unsecured Claims against M Fabrikant and
         the holders of Allowed Class 5 Claims on account of their
         Unsecured Claims against Fabrikant-Leer.

The GUC Trust shall also be responsible for objecting to and
reconciling Disputed Class 4 Claims and Disputed Class 5 Claims.

                        Treatment of Claims

Each holder of an allowed administrative claim, priority tax
claims, and professional fee claims will receive cash from the
remaining cash or the shared assets trust in an amount equal to
each respective claim.  Priority tax claims holders will also
receive deferred cash payments from remaining cash and the trust.

Each holder of allowed Class 1 other priority claims will be paid
in full in cash from the remaining cash or the shared assets
trust.

Each holder of an allowed Class 2 current lender claims will
receive its pro rata share of the Share Assets Trust Class A
Interests.

Class 3 other secured claims holders will receive one of the
alternative treatments, at the election of a Shared Assets
Trustee:

   a) such Claim shall be paid in full in cash from the remaining
      cash or the Shared Assets Trust;

   b) the legal, equitable and contractual rights;

   c) such claim shall receive the treatment described in Section
      1124(2) of the U.S. Bankruptcy Code; or

   d) all collateral securing such claim shall be transferred and
      surrendered to such holder, without representation or
      warranty by or recourse against the Debtors, the Shared
      Assets Trust, or the GUC Trust.

Each holder of an allowed Class 4 Debtor claims and Class 5
Fabrikant-Leer claims will receive its pro rata share of the GUC
Trust Interests.

No distributions will be made with respect to any Class 6 interest
claims.

A full-text copy of the Modified Joint Chapter 11 Plan of
Liquidation is available for free at

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

Based in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.

In schedules filed with the Court, M. Fabrikant disclosed total
assets of $225,612,204 and total debts of $439,993,890.  The
Debtors filed their Plan of Liquidation and accompanying
Disclosure Statement in October 2007.


MADACY ENT: Has until May 31 to Comply with Coverage Covenant
-------------------------------------------------------------
Madacy Entertainment Income Fund obtained a waiver of compliance
with its fixed charge coverage covenant for the inclusive months
of March to May 2008.  The waiver relates to its banking facility
with ABN AMRO Bank N.V., Canada Branch.

The fund related that the balance outstanding on the revolving
credit facility as at March 29, 2008, is $18 million.  Of this,
$13 million is classified as long-term debt as the amount is not
repayable and is not anticipated to be repaid within the next 12
months.

The fund has further assessed its anticipated future funding
requirements and consequently, with its bank consent, has reduced
the amount of its revolving credit facility from $27 million to
$23 million.

The fund has pledged all of its assets as security for the
borrowing.

              About Madacy Entertainment Income Fund

Headquartered in Quebec, Canada, Madacy Entertainment Income Fund
(TSX: MEG.UN) -- http://www.madacy.com/-- operates in the  
business of recorded music and home video products with a primary
focus on the development and marketing of budget and mid-priced
recorded music products.  Madacy is also involved in the licensing
of its proprietary recordings.


MARATHON HEALTHCARE: May Access Webster Bank's DIP Facility
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave its
second interim approval for Marathon Healthcare Group LLC and its
debtor-affiliates to access debtor-in-possession financing from
Webster Bank NA.

The Debtors needed to borrow up to $1,661,614 through the week
ending April 25, 2008, and up to $1,217,643 through the week
ending May 2, 2008.  

The Debtors again need to borrow up to $2,429,300 for the period
commencing May 3, 2008, through May 16, 2008, subject to the
conditions in a proposed agreed final order.

On April 9, 2008, the Debtors obtained an interim borrowing order
relating to access of their lender's postpetition financing
through April 18, 2008.  The Debtors also obtained an interim
order permitting them to use lender's cash collateral.  A separate
story on the second interim order on the use of lender's cash
collateral is in today's Troubled Company Reporter.

As of April 15, 2008, the Debtors owe Webster Bank about
$6,657,406, together with accrued interest.

The Debtors executed a loan and security agreement dated Nov. 13,
2006, as amended on Feb. 6, 2007, and six revolving line of credit
notes dated Nov. 13, 2006, with a face amount of $6,000,000.  Two
irrevocable letters of credit were issued by Webster Bank naming
Health Care REIT Inc. as beneficiary.  The two letters of credit
include (i.) irrevocable letter of credit number 10288 dated
Nov. 13, 2006, in the amount of $575,000, as renewed from year to
year; and (ii.) irrevocable letter of credit number 10313 dated
Jan. 29, 2007, in the amount of $712,500, as renewed for an
additional year.

The Debtors are in default under the prepetition loan documents.  
The Debtors' obligations to Webster Bank are jointly secured by
the same collateral.

East Hartford, Connecticut-based Marathon Healthcare Group, LLC --
http://www.marathonhealthcare.com/-- provides nursing and long   
term care.  Together with seven affiliates, the healthcare
provider filed for chapter 11 protection on April 3, 2008 (Bankr.
D. Conn. Lead Case No. 08-20591).  Barry S. Feigenbaum, Esq., at
Rogin Nassau, LLC, represents the Debtors in their restructuring
efforts.  Zeisler & Zeisler PC serves as counsel to the Official
Committee of Unsecured Creditors.  When the Debtors filed for
chapter 11, they listed assets between $100,000 and $1 million and
debts between $1 million and $10 million.

    
MARATHON HEALTHCARE: May Use Webster Bank's Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave its
second interim approval for Marathon Healthcare Group LLC and its
debtor-affiliates to use cash collateral that secures obligations
to Webster Bank NA, Health Care REIT Inc. and the State of
Connecticut.

The Debtors told the Court that they need access to their lenders'
cash collateral in order to continue operations and maintain  
assets.

As of April 7, 2008, the Debtors owe Webster Bank about
$6,130,009, together with accrued interest.

The Debtors executed a loan and security agreement dated Nov. 13,
2006, as amended on Feb. 6, 2007, and six revolving line of credit
notes dated Nov. 13, 2006, with a face amount of $6,000,000.  Two
irrevocable letters of credit were issued by Webster Bank naming
Health Care REIT as beneficiary.  The two letters of credit
include (i.) irrevocable letter of credit number 10288 dated
Nov. 13, 2006, in the amount of $575,000, as renewed from year to
year; and (ii.) irrevocable letter of credit number 10313 dated
Jan. 29, 2007, in the amount of $712,500, as renewed for an
additional year.

The Debtors are in default under the prepetition loan documents.  
The Debtors' obligations to Webster Bank are jointly secured by
the same collateral.

East Hartford, Connecticut-based Marathon Healthcare Group, LLC --
http://www.marathonhealthcare.com/-- provides nursing and long-   
term care.  Together with seven affiliates, the healthcare
provider filed for chapter 11 protection on April 3, 2008 (Bankr.
D. Conn. Lead Case No. 08-20591).  Barry S. Feigenbaum, Esq., at
Rogin Nassau, LLC, represents the Debtors in their restructuring
efforts.  Zeisler & Zeisler PC serves as counsel to the Official
Committee of Unsecured Creditors.  When the Debtors filed for
chapter 11, they listed assets between $100,000 and $1 million and
debts between $1 million and $10 million.


MASHANTUCKET PEQUOT: Moody's Cuts $500MM Notes Rating to Ba2
------------------------------------------------------------
Moody's Investors Service lowered Mashantucket (Western) Pequot
Tribal Nation's ratings based on the expectation that it will
achieve the longer-term leverage reductions at a slower pace than
needed to maintain its previous ratings.  This rating action
concludes the formal review process that was initiated on Jan. 18,
2008.

Ratings Affected

  -- $638 million Special Revenue Obligations to Baa3 from Baa2
  -- $376 million Subordinated Special Revenue Bonds to Ba1 from
     Baa3

  -- $500 million Series A Notes to Ba2 from Ba1

Lower-than-expected operating results caused by a slowing economy
and increased competition in the Northeast US, along with a
significant amount of construction related debt, will make it more
difficult than previously projected for the Tribe to significantly
reduce leverage during fiscal 2008.  Debt/EBITDA is currently at
about 5.2 times.

Foxwoods' investment grade rating and stable outlook continue to
acknowledge the favorable demographics and growth prospects of its
primary and secondary market area.  It also reflects our
expectation that the earnings contributed by the new MGM Grand at
Foxwoods Resort Casino, scheduled to open later this month, will
reduce debt/EBITDA, albeit at a slower pace than originally
expected.

Foxwoods Resort Casino is owned by the Mashantucket (Western)
Pequot Tribal Nation.  The Mashantucket Pequot Gaming Enterprise,
a wholly-owned, unincorporated division of the Tribe, conducts the
Tribe's gaming and resort operations.


MATRIA HEALTHCARE: $144M Acquisition by Inverness Now Complete
--------------------------------------------------------------
Inverness Medical Innovations has completed its acquisition of
Matria Healthcare, Inc.  The deal became effective prior to the
opening of business on May 9, 2008. Matria, headquartered in
Marietta, Georgia, provides comprehensive, integrated health
management services particularly in the areas of women's and
children's health, cardiology and oncology. The final purchase
price consisted of approximately $143.9 million, and approximately
1.8 million shares of Inverness Series B Convertible Perpetual
Preferred Stock (Amex: IMA.PR.B).

In addition, existing options to purchase Matria stock have been
assumed by Inverness and have converted into options to purchase
approximately 1.5 million shares of Inverness common stock.

As a result of the merger, Matria's common stock will no longer
trade on The NASDAQ Global Select Market. Pursuant to the merger,
each outstanding share of Matria common stock, not owned by Matria
or its affiliates and not subject to appraisal rights, has been
automatically converted into the right to receive: (i) $6.50 in
cash, without interest, and (ii) a portion of a share of Series B
Preferred Stock of Inverness.

                About Matria Healthcare

Headquartered in Marietta, Georgia, Matria Healthcare --
http://www.matria.com--is a provider of integrated comprehensive  
health enhancement programs to health plans, employers and
government agencies.  It manages major chronic diseases and
episodic conditions including diabetes, congestive heart failure,
coronary artery disease, asthma, chronic obstructive pulmonary
disease, high-risk obstetrics, cancer, musculoskeletal and chronic
pain, depression, obesity, and other conditions. Matria delivers
programs that address wellness, healthy living, productivity
improvement and navigation of the healthcare system, and provides
case management of acute and catastrophic conditions.  It operates
through nearly 50 offices around the United States.   


MATRIA HEALTHCARE: Inverness Sale Cues Moody's to Withdraw Ratings
------------------------------------------------------------------
Moody's Investors Service withdrew Matria Healthcare, Inc.'s B1
Corporate Family Rating, B2 Probability of Default Rating and B1
rating on the senior secured revolver and senior secured term loan
following the completed acquisition of the company by Inverness
Medical Innovations, Inc.

These ratings were withdrawn:

  -- B1 Corporate Family Rating;
  -- B2 Probability of Default Rating;
  -- B1 (LGD3/33%) rating on the Senior Secured Revolver due 2011,
     and;

  -- B1 (LGD3/33%) rating on the Senior Secured Term Loan due
     2012.

Headquartered in Marietta, Georgia, Matria Healthcare, Inc. is a
leading provider of comprehensive, integrated health enhancement
and disease management services and related products.  For the
last twelve months ended Dec. 31, 2007, the company reported
revenues of approximately $352 million.


MATRIA HEALTHCARE: S&P Withdraws Ratings After Completed Merger
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' counterparty
credit rating on Matria Healthcare Inc. in connection with its
completed merger with Inverness Medical Innovations Inc.
     
Standard & Poor's also said that it withdrew its 'BB-' senior debt
rating on Matria's bank borrowings because they were paid down in
connection with the transaction.


MBIA INC: Securitizations Differ from Moody's Second Lien RMBS
--------------------------------------------------------------
MBIA Inc. disclosed that Moody's Investors Service is again
revising its assumptions on 2005-2007 vintage subprime second lien
mortgage products and the potential impact on financial
guarantors.

As reported in the Troubled Company Reporter on May 14, 2008,
Moody's published a special comment entitled "U.S. Subprime Second
Lien RMBS Rating Actions Update", which highlights the persistent
poor performance and continued downward rating migration among
2005-2007 vintage second lien mortgage securities.  Moody's notes
that financial guarantors have significant exposure to second lien
RMBS, primarily through guaranties on direct RMBS transactions,
and to a lesser extent, through exposure to ABS CDOs, where second
lien RMBS securities typically constitute less than 5% of
collateral within such CDOs.

Moody's loss expectations for this asset class are higher than
previously anticipated, owing to worse-than-expected performance
trends.  This could have material implications for the estimated
capital adequacy of financial guarantors most exposed to this
risk.  In recent announcements of first-quarter 2008 earnings,
MBIA and Ambac both reported material credit impairment losses on
ABS CDOs and loss reserve charges on direct RMBS exposures,
including second lien securitizations.  

Moody's said that incurred losses within both firms direct RMBS
and ABS CDO portfolios are now meaningfully higher than the rating
agencys prior expected-case loss estimates, elevating existing
concerns about capitalization levels relative to the Aaa
benchmark.  Moody's intends, in the short term, to assess whether
worsening performance in this sector is likely to be material for
exposed financial guarantors, and will update the market as
appropriate.

According to MBIAs press statement, while it is unclear what
impact, if any, the revised assumptions may have on MBIA, the bond
insurer believes that there are significant differences between
subprime second lien pools referenced in Moody's report and the
prime second lien securitizations it has guaranteed.  As discussed
on MBIAs earnings call on Monday, May 12, 2008, the company has
modeled its portfolio on a deal by deal basis using issuer
specific data and it is comfortable with the resulting loss
reserves and stress analysis it reported to the market.  MBIA has
provided the rating agencies its stress test and loss reserve
analysis on its prime second lien portfolio.

Loans with lower FICO scores and limited documentation within the
bond insurers securitizations have driven losses to-date, but
those lower FICO borrowers represent a small part of the
collateral in our deals which largely comprise prime quality
borrowers.  In addition, MBIA also noted that it has begun the
process of putting back a significant number of loans to the
originators which do not meet the criteria for prime credits as
represented by originators.  Ultimately, MBIA  believe that its
remediation efforts will have a material positive effect on the
outcome of this portfolios performance.  However, MBIA has given
no credit to remediation or recoveries in its analysis or loss
reserving process.

Moody's assumptions regarding losses indicate that actual current
losses to date for 2006-2007 subprime second liens average 13.8%
and 7.1%, respectively.  While MBIAs portfolio is experiencing
stress and it has a few deals that could ultimately experience
cumulative losses greater than 40%, the weighted average
cumulative losses to-date on its Closed End Second portfolio
equals approximately 3.5%, significantly inside Moody's average
loss rates to-date, which demonstrates that there are differences
in the subprime second liens that are the subject of Moody's
report and prime second lien deals MBIA insures, and therefore
differences in ultimate average cumulative loss expectations.

MBIA expects that Moody's will take these factors into
consideration when it analyzes each of its Home Equity Line of
Credit and CES transactions and will provide us the loss
assumptions they are using to arrive at expected and stress losses
for each transaction.  Based on its analysis, MBIA continues to
believe that its direct Residential Mortgage Backed Securities
expected losses are modestly above Moody's expected losses and
significantly less than their stress loss estimates based on their
transaction level review in February of 2008.  MBIA is not aware
of any changes to capital requirements for its deals nor does it
believe any is warranted based on deal performance or expected
losses.

As previously reported, MBIA reported a net loss for the first
quarter of 2008 of $2.4 billion, compared with net income of
$198.6 million during the same period in 2007.  The Wall Street
Journal discloses that it is the companys third consecutive
quarterly loss.

                       About MBIA Inc.

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

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

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


MESA AIR: Shuts Down Air Midwest Operations Due to Fuel Costs
-------------------------------------------------------------
Air Midwest, Inc., a wholly owned subsidiary of Mesa Air Group,
Inc. (Nasdaq: MESA), will discontinue all operations including its
current scheduled services provided under the Essential Air
Service program.  The announcement follows the company's January
15, 2008 announcement of the decision to discontinue Air Midwest's
operations.  The company cites record-high fuel prices,
insufficient demand and a difficult operating environment as the
main factors in its decision.

Air Midwest began filing notices with the Department of
Transportation of its intent to terminate EAS beginning over a
year ago.  "Although we are unable to continue to provide service,
Air Midwest plans to cooperate with the DOT and any replacement
carriers in the interest of lessening the impact on the
communities affected," said Greg Stephens, Air Midwest's
President.

Air Midwest will shut down based on this schedule:

   * Effective May 23rd east coast operations serving:

     Lewisburg, WV
     DuBois, PA
     Franklin, PA
     Athens, GA

   * Effective May 31st west coast operations serving:

     Ely, NV
     Merced, CA
     Visalia, CA
     Prescott, AZ
     Kingman, AZ
     Farmington, NM

   * Effective June 30th central operations serving:

     Columbia, MO
     Joplin, MO
     Kirksville, MO
     Grand Island, NE
     McCook, NE
     Little Rock, AR
     Hot Springs, AR
     Harrison, AR
     El Dorado, AR
     Jonesboro, AR

"We are extremely saddened this decision has become necessary; Air
Midwest has a long and proud history and has served millions of
passengers in its 43 years of operation," said Jonathan Ornstein,
CEO of Mesa Air Group. "Unfortunately under the current economic
conditions there was no foreseeable way to achieve sustained
profitability. Even with subsidies from the DOT, Air Midwest has
been unable to sustain profitability for the last several years.
While this was an extremely difficult decision, and one that the
company worked tirelessly to avoid, we are working diligently to
minimize the impact this decision will have on Air Midwest's
passengers and employees."

Record fuel prices have claimed the lives of other carriers.  In
April, EOS Airlines, Frontier Airlines, ATA Airlines Inc., and
Skybus Airlines Inc. tumbled into bankruptcy.  ATA has ceased
operations.  Aloha Airlines also commenced bankruptcy proceedings
in March.

Air Midwest, Inc. is a wholly owned subsidiary of Mesa Air Group,
Inc., and currently operates 20 Beech 1900D 19-seat airliners
serving 27 cities throughout the country.  Air Midwest was founded
in Wichita, Kansas, in May 1965 by Gary Adamson as Aviation
Services, Inc. In 1969, it changed its name to Air Midwest and by
1978 it was operating a fleet of 10 Metroliners. Air Midwest was
purchased by Mesa Air Group in 1991.

Mesa currently operates 181 aircraft with over 1,000 daily system
departures to 150 cities, 38 states, the District of Columbia,
Canada, the Bahamas and Mexico.  Mesa operates as Delta
Connection, US Airways Express and United Express under
contractual agreements with Delta Air Lines, US Airways and United
Airlines, and independently as Mesa Airlines and go!.  In June
2006 Mesa launched inter-island Hawaiian service as go!  This
operation links Honolulu to the neighbor island airports of Hilo,
Kahului, Kona and Lihue.  The Company, founded by Larry and Janie
Risley in New Mexico in 1982, has approximately 5,000 employees
and was awarded Regional Airline of the Year by Air Transport
World magazine in 1992 and 2005.  Mesa is a member of the Regional
Airline Association and Regional Aviation Partners.


NATCHEZ HOSPITAL: To be Sold Following Privatization
----------------------------------------------------
The trustees of Natchez Regional Medical Centers obtained approval
from the state of Mississippi to sell off the hospital after it is
privatized, The Associated Press reports.

Based on the report, the sale of the hospital, currently owned by
Adams County in Mississippi, is ongoing.

Board counsel Walter Brown, Esq., related that the Adams County
Board of Supervisors were requested to market the hospital, AP
reports.

Other changes within the hospital is said to occur, AP quotes CEO
Scott Phillips as saying.  Mr. Phillips, the report says,
disclosed that the hospital is utilizing the chapter 9 proceeding
and obtaining short-term borrowings to keep it afloat.  According
to Mr. Phillips, the hospital requires $2 million to $3 million in
interim funding and loses $250,000 to $300,000 every month, AP
relates.

Natchez Regional Medical Center is owned by Adams County and is
located in Natchez, Mississippi.  Eilen Schaffer, Esq., of
Jackson, Mississippi is the Debtors bankruptcy counsel.  The
Senate Bill 3186 relating to a chapter 9 bankruptcy filing of
Natchez Regional Medical Center was approved by Gov. Haley
Barbour.


NORTEK INC: S&P Rates Proposed $750MM Senior Secured Notes B
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue rating
and '2' recovery rating to Nortek Inc.'s proposed $750 million
senior secured notes due 2013.  The recovery rating indicates that
lenders can expect substantial (70%-90%) recovery in the event of
a payment default.  The ratings are based on preliminary terms and
conditions.

Proceeds from the notes and $50 million from a new unrated
$350 million asset-based revolving credit facility will be used to
repay the company's senior secured credit facilities, which had
about $755 million outstanding at March 31, 2008, plus fees and
expenses.
     
All other ratings on Nortek and its ultimate parent company, NTK
Holdings Inc., remain on CreditWatch with negative implications
where they were placed on April 21, 2008.
     
"If the proposed refinancing is completed as currently outlined,
we would affirm the group's 'B-' corporate credit rating and 'CCC'
senior unsecured and subordinated debt ratings and remove them
from CreditWatch," said Standard & Poor's credit analyst Pamela
Rice.  "In addition, we would withdraw the ratings on the existing
credit facilities. The outlook would be negative."
     
The anticipated rating actions recognize that the proposed
refinancing would help to mitigate S&P's concerns regarding near-
term liquidity because of looser financial covenants, and it
extends maturities.
     
"Nevertheless," Ms. Rice said, "we expect that Nortek's financial
profile will remain weak for at least the next several quarters
because of the challenging operating conditions in the company's
remodeling and new construction markets.  We do not expect any
recovery in residential markets before mid-2009, and we believe
that the downturn in commercial construction markets will begin to
accelerate in late 2008."
     
As a result, the company will need price increases and meaningful
cost savings to offset commodity cost inflation and the impact of
lower volumes as the downturn continues.  In addition, Nortek's
cash interest expense will increase substantially as a result of
the proposed refinancing at the same time that it faces less cash
from operations.
     
"Ms. Rice said, "We could lower the ratings if the refinancing
does not occur and the company is unable address its potential
covenant position beyond the 2008 second quarter.  Nortek used the
equity cure under its credit agreement to meet first-quarter 2008
financial covenants, and it may need to do so for the second
quarter as well.  As a result, we are concerned that it will be
difficult for the company to meet covenants that continue to
tighten over the next 12 months, given the difficult operating and
credit market environment."


NORTHWEST AIRLINES: Employees First to Benefit from Merger
----------------------------------------------------------
More than 100,000 employees and retirees of Delta Air Lines, Inc.
and Northwest Airlines Corporation will gain reciprocal access to
both airlines' worldwide route systems for free, standby travel,
effective May 6, 2008, the carriers said in a statement.

The enhanced program will allow Delta and Northwest employees and
their families to fly for free to more than 390 worldwide
destinations in 67 countries.

"Non-revenue travel privileges continue to be one of the most
popular aspects of airline employees' total compensation and
benefits," said Delta chief executive officer Richard Anderson.

"With great coordination and partnership between the airlines, we
are offering an immediate benefit by extending free travel on
each other's flights -- something that has never been offered
this quickly following the announcement of a major airline
merger," he said.

Northwest CEO Doug Steenland added, "We wanted our own employees
to be the first to benefit from the Northwest-Delta combination
with a travel benefit that is unique in the airline industry.  
Having immediate access to the combined network will open up a
whole new world of travel opportunities, giving both airlines'
employees a sample of the benefits our customers will also
experience in the new global airline."

The addition of enhanced travel privileges is part of previously
announced merger-related commitments to Delta and Northwest
employees, including:

     * a significant equity stake for U.S.-based employees of
       both companies upon closing of the transaction, where
       international employees will receive a cash payment in
       lieu of equity;

     * pay increases that will continue the progression toward
       industry-standard pay;

     * no involuntary furloughs of frontline employees as a
       result of the merger;

     * seniority protection through a fair and equitable
       seniority integration process; and

     * the protection of the existing pension plans for both
       companies' employees.

The enhanced travel program is an early step in the combination
of Delta and Northwest that can be achieved in advance of
completion of the regulatory review process.  Delta and Northwest
expect to complete the regulatory review process by the end of
2008.

      Delta Pilots Vote To Ratify Merger-Related Agreement

Delta's pilots began voting on May 1, 2008, on whether to ratify
the tentative agreement between Delta management and the Delta
pilots union, which will provide certain modifications to Delta's
current Pilot Working Agreement, The Atlanta Journal Constitution
reports.

Ratification of the Agreement will "ease the way" toward Delta's
planned merger with Northwest, says the report.

Voting by the Delta pilots union's 6,000 members will end on
May 14.

As previously reported, the proposed deal between Delta and the
union grants the pilots:

   * a 3.5% equity stake in the combined Company; and

   * annual pay raises of 5% in 2009, and 4% in 2010 to 2012
     under an extended contract.

According to AJC, the pay raise is in exchange for rule changes
giving Delta more flexibility to integrate their flight networks
with Northwest's.

The Agreement being considered still has the seniority issues
outstanding and there are plans "to [work] with the Northwest
[pilots union leaders] to resolve them at the earliest
opportunity," said Lee Moak, executive committee head of Delta's
pilots union, reports AJC.

Seniority is a major determinant of pilots' pay levels and work
schedules, among other things.

During the earlier months of Delta's and Northwest's merger
talks, the airlines' pilot unions tried, but failed, to reach an
agreement on a joint labor contract and a plan for merging the
seniority lists of the unions' 11,000 pilots, AJC says.

Northwest's pilot union -- whose members have not been included
in the pay raises and equity in the new company that Delta pilots
have been promised with -- has vowed to oppose the planned
merger, AJC reports.

However, The Associated Press says Northwest's pilot group has
disclosed that it will meet with pilots from Delta for two days
next week to "focus on a joint contract, with seniority issues to
come later."

Northwest pilots have noted that they oppose the deal with Delta
because they were left out, according to the report.

               Delta To Keep 450 Jobs at Northwest's
                   Chisholm Reservation Center

Delta Air Lines officials assured legislators that they will keep
thousands of Northwest Airlines jobs in Minnesota after the
merger, reports Carissa Wyant of Minneapolis/St. Paul Business
Journal.

Delta will attempt to retain 450 jobs at Northwest's reservation
center in Chisholm, Delta's CEO, Richard Anderson, told members
of Congress on Wednesday, according to reports.

Ms. Wyant says Mr. Anderson further assured that there will be no
job cuts for pilots, trainers, flight attendants, cargo workers
and other ground workers.  However, since headquarters will shift
to Atlanta, there would likely be job losses at Northwest's
headquarters, which has about 1,100 employees.

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline    
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.   
(Delta Air Lines Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Standard and Poor's said that media reports that Delta Air Lines
Inc. (B/Positive/--) entered into merger talks with UAL Corp.
(B/Stable/--) and Northwest Airlines Corp. (B+/Stable/--) will
have no effect on the ratings or outlook on Delta, but that
confirmed merger negotiations would result in S&P's placing
ratings of Delta and other airlines involved on CreditWatch, most
likely with developing or negative implications.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 91;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Moody's Investors Service placed the debt ratings of Delta Air
Lines, Inc. ("Delta", corporate family at B2) and Northwest
Airlines Corporation ("Northwest", corporate family rating at B1)
on review for possible downgrade.  The review was prompted by the
announcement that the two airlines have agreed to combine in an
all-stock transaction with a combined enterprise value of
approximately $18 billion.

Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as: Issuer Default Rating at 'B';
First-lien senior secured credit facilities at 'BB/RR1'; Second-
lien secured credit facility (Term Loan B) at 'B/RR4'.

The issue ratings apply to $2.5 billion of committed credit
facilities.  The Rating Outlook for Delta has been revised to
Negative from Stable.

Standard & Poor's Ratings Services placed its ratings, including
the 'B+' long-term corporate credit rating, on Northwest Airlines
Corp. on CreditWatch with negative implications, following
announcement of a merger agreement with Delta Air Lines Inc.
(B/Watch Pos/--).  The CreditWatch listing affects enhanced
equipment trust certificates with various ratings, excepting those
that are insured by a bond insurer.  S&P's listing of Northwest
ratings on CreditWatch with negative implications and those of
Delta on CreditWatch with positive implications implies that S&P
foresee a corporate credit rating of either 'B' or 'B+' for the
combined entity.


NORTHWEST AIRLINES: EVP Neal Cohen to Leave on June 16
------------------------------------------------------
Northwest Airlines said that Neal Cohen, executive vice president
- strategy, international and CEO regional airlines, will leave
the Company effective June 16, 2008.

Mr. Cohen returned to Northwest in May 2005 as executive vice
president and chief financial officer. He played a vital role in
leading the Company's restructuring efforts and upon Northwest's
emergence from bankruptcy, in June 2007, Cohen was promoted to his
current position.

Northwest Airlines' President and Chief Executive Officer, Doug
Steenland, said, "Neal made tremendous contributions during a
critical time for Northwest Airlines. His leadership throughout
the restructuring process positioned the Company well during an
extremely tumultuous period in the industry. We're grateful that
Neal returned to the airline to help guide Northwest through the
restructuring process and we wish him the very best in his future
endeavors.

Discussing his departure, Mr. Cohen said, "Over the past three
years, we have worked collaboratively to reposition Northwest and
secure its future for the long-term. Having successfully completed
the restructuring process, and with the impending merger with
Delta, I'm excited about the opportunity to pursue business
interests outside of the airline industry that I put on hold when
I returned to Northwest. I'm confident that the airline will
continue to be an industry leader and am proud to have been a part
of its success.

Neal Cohen, 48, was executive vice president of finance and chief
financial officer for US Airways from April 2002 to April 2004.
Prior to US Airways, Cohen served as chief financial officer for
various service and financial organizations. He spent nine years
with Northwest, from 1991 to 2000, where he held a number of
senior positions including senior vice president and treasurer.
Prior to joining Northwest, he spent seven years at General
Motors' Treasurer's office in New York.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--  
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 92;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Moody's Investors Service placed the debt ratings of Delta Air
Lines, Inc. ("Delta", corporate family at B2) and Northwest
Airlines Corporation ("Northwest", corporate family rating at B1)
on review for possible downgrade.  The review was prompted by the
announcement that the two airlines have agreed to combine in an
all-stock transaction with a combined enterprise value of
approximately $18 billion.

Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as: Issuer Default Rating at 'B';
First-lien senior secured credit facilities at 'BB/RR1'; Second-
lien secured credit facility (Term Loan B) at 'B/RR4'.

The issue ratings apply to $2.5 billion of committed credit
facilities.  The Rating Outlook for Delta has been revised to
Negative from Stable.

Standard & Poor's Ratings Services placed its ratings, including
the 'B+' long-term corporate credit rating, on Northwest Airlines
Corp. on CreditWatch with negative implications, following
announcement of a merger agreement with Delta Air Lines Inc.
(B/Watch Pos/--).  The CreditWatch listing affects enhanced
equipment trust certificates with various ratings, excepting those
that are insured by a bond insurer.  S&P's listing of Northwest
ratings on CreditWatch with negative implications and those of
Delta on CreditWatch with positive implications implies that S&P
foresee a corporate credit rating of either 'B' or 'B+' for the
combined entity.


NTK HOLDINGS: Moody's Affirms Caa2 Rating on $403MM Senior Notes
----------------------------------------------------------------
Moody's Investors Service has affirmed NTK Holdings and its
subsidiary Nortek's corporate family rating and rated the
company's new senior secured notes.  The ratings affirmation
considers the company's proforma liquidity and cost reduction
initiatives.  The ratings reflect the expectation that 2009 should
be a better year for remodeling and home starts than 2008.  The
ratings reflect the company's high leverage and generally weak
balance sheet.  The ratings outlook is negative.

These ratings and LGD assessments have been affected:

Issuer: NTK Holdings, Inc.

  -- Corporate Family Rating affirmed at B2,
  -- $403 million Senior Unsecured Notes, affirmed at Caa2
     (LGD6, 94%).

Issuer: Nortek, Inc.

  -- $750 million Senior Secured Notes, due 2013, assigned at B1
     (LGD3, 32%),

  -- $625 million Senior Subordinated Notes, affirmed at Caa1
     (LGD5, 78%). Previously at (LGD4, 68%).

These rating will be withdrawn upon the close of the transaction:

  -- $691 million (currently $677 million outstanding) senior
     secured term loan due 2011 rated Ba3 (LGD2, 19%),

  -- $200 million senior credit facility due 2010 rated Ba3
     (LGD2, 19%).

The assignment of the B1 to the company's planned senior secured
notes reflects their priority of claim in the company's capital
structure.  The notes carry a first lien on the company's property
plant an equipment and the majority of the company's asset with a
few exceptions including accounts receivable, inventory, cash and
proceeds and products of certain assets that the company will have
a second lien on.  The notes second lien on accounts receivable,
inventory, and cash is the primary reason why these notes are not
notched higher above the CFR.  The overall notching is also
affected by Moody's estimate of the overall deficiency on total
debt caused by in part by the company's high levels of goodwill
and intangibles.

Nortek's manufacturing facilities are known for their competitive
position in various markets including in the HVAC and in the air
exchange market.  The company also has home entertainment products
that are known for producing reasonably high end components.

The B3 corporate family rating reflects the company's credit
metrics and the expectation that demand will remain weak into 2009
due to the weak new home construction market and also weakness in
the home remodeling market.  Homeowners' willingness to commit to
large projects is likely to deteriorate as long as home equity
continues to decline along with home prices. Nortek sells a full
range of kitchen extraction fans and also sells air quality
systems for the home.  The company's music systems are relatively
expensive.  Demand is currently anticipated to be weak into 2009
and cash flow generation is expected to be in line with the low B
rating category.

However, the affirmation of the B3 rating reflects improved
liquidity as a result of the ABL.  The company is anticipated to
have around $300 million available under its ABL facility thereby
providing a significant boost to Nortek 's liquidity.  The
company's liquidity is extremely important given Moody's
projection that the company may produce negative free cash flow in
2008 and possibly in 2009.

The company's weak balance sheet results from a decision in 2005.
At the beginning 2005, NTK Holdings issued $250 million in senior
discount notes to pay a sizeable dividend (Moody's currently rates
the discount notes at Caa2).  The company amended its financial
covenants in April 2006 in such a manner that it eliminated its
acquisition basket, and ability to pay certain dividends.  
Following the amendment, in May 2006 NTK Holdings borrowed $205
million under a senior unsecured loan facility to pay a cash
dividend to shareholders and to help fund deferred compensation
payments to management (Moody's does not rate the unsecured loan
facility).

The negative ratings outlook reflects the belief that the company
is still undergoing significant revenue and margin pressure.  The
rating may decline to the Caa ratings category if liquidity
deteriorates, or if new housing starts fall below current
expectations and the repair and remodeling market contracts by
more than 15% over 2007's level.  Additionally, the company's cost
cutting initiatives would need to be successful enough so that the
company's operating and EBITDA margins do not contract
meaningfully in 2008 or 2009 so that free cash flow generation to
debt does not fall below a negative 5%.

Nortek, Inc., headquartered in Providence, Rhode Island, is a
leading diversified manufacturer of innovative, branded,
residential and commercial ventilation, HVAC, and home technology
convenience and security products.  Its products include range
hoods and other ventilation products, heating and air conditioning
systems, indoor air quality systems, and home technology products.  
Revenues for the 2007 year were almost $2.4 billion.


ORCHID STRUCTURED: Moody's Chips Ratings on Two Note Classes to Ca
------------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Orchid Structured Finance CDO, Ltd.

Class Description: $32,500,000 Class A-2 Floating Rate Term Notes

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $19,375,000 Class B Floating Rate Term Notes

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

Additionally, Moody's downgraded these notes:

Class Description: $6,250,000 Class C-1 Floating Rate Term Notes

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

Class Description: $5,000,000 Class C-2 Fixed Rate Term Notes

  -- Prior Rating: Caa3, 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.


PACIFIC LUMBER: BoNY, et al., Challenge Global Settlement
---------------------------------------------------------
BankruptcyLaw360 reports that creditors in Pacific Lumber Co.'s
bankruptcy case asked the U.S. Bankruptcy Court for the Southern
District of Texas to allow for expedited discovery for issues
still standing in a proposed global settlement the Debtors entered
into on May 1, 2008, with MAXXAM Inc., MAXXAM Group Inc., MAXXAM
Group Holdings Inc., Mendocino Redwood Company, LLC, and Marathon
Structured Finance Fund L.P., the Debtors' DIP Lender and Agent
under the DIP Credit Facility.

The creditors, including Bank of New York, argued they needed to
make sure the agreement had not been forced upon the Debtors,
BankruptcyLaw360 says.

As reported by the Troubled Company Reporter on May 8, 2008, The
Pacific Lumber Company, Scotia Development LLC, Britt Lumber Co.,
Inc., Salmon Creek LLC and Scotia Inn Inc., sought Judge Richard
Schmidt's approval of the settlement.  The deal also won the
support of the Official Committee of Unsecured Creditors, which is
not a signatory to the Settlement.

Jack L. Kinzie, Esq., Baker Botts L.L.P., in Dallas, Texas, the
Debtors' counsel, clarified the PALCO Debtors are not asking the
Court to approve all the terms of the Settlement Agreement,
because portions of the Settlement Agreement apply only to non-
debtors.

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

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

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

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

The salient terms of the Global Plan Settlement are:

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

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

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

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

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

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

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

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

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

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

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

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

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: BoNY Asserts Claim for Drop in Scopac Collateral
----------------------------------------------------------------
Pursuant to Section 507(b) of the Bankruptcy Code, the Bank of New
York Trust Company, N.A., as Indenture Trustee for the Timber
Notes, asks the U.S. Bankruptcy Court for the Southern District of
Texas to grant it a superpriority administrative expense claim for
the diminution of value in its collateral in Scotia Pacific
Company LLC's Chapter 11 case.

Toby L. Gerber, Esq., at Fulbright & Jaworski LLP, in Houston,
Texas, reminds Judge Richard Schmidt that, in its cash collateral
request, Scopac has asserted that BoNY was adequately protected
because:

   (1) the value of the growth of Scopac's timber was in excess
       of Scopac's use of cash collateral; and

   (2) the value of the timberlands was greater than the
       amount of BoNY's secured claim.

Subsequently, Scopac asked the Court for further use of its cash
collateral.  According to Mr. Gerber, Scopac neither put on any
evidence nor argued that the value of the growth of the timber
exceeded its use of cash collateral.  Thus, he points out,
Scopac's only remaining rationale for permitting the continued
use of cash collateral was that the Indenture Trustee was
adequately protected because the value of the timberlands was
greater than the amount of the Indenture Trustee's secured claim.

Mr. Gerber also notes that:

   -- the Plan of Reorganization proposed by Marathon Structured
      Finance Fund L.P., the Debtors' DIP Lender and Agent under
      the DIP Credit Facility, and Mendocino Redwood Company,
      LLC, contemplates giving BoNY $530 million in cash less a
      "Class 6 Distribution Adjustment";

   -- the Debtors have disclosed they are not pursuing the
      "Scopac Alternative Plan" under which Scopac had proposed
      to return at least part of BoNY's collateral.

BoNY's Claim on account of the Timber Notes as of the Petition
Date was $740 million in principal and interest, according to Mr.
Gerber.

Thus, if the Marathon/Mendocino Plan were to be confirmed, BoNY
would be left with an unsecured deficiency claim of more than
$200 million, Mr. Gerber tells Judge Schmidt.  "Since Scopac can
no longer assert that the value of the timberlands adequately
protects the Indenture Trustee's cash collateral, this is a clear
failure of adequate protection," he asserts.

Mr. Gerber adds that from the Petition Date through the end of
March 2008, Scopac has paid out $20 million in professional fees
and have otherwise expended BoNY's cash collateral.  Had the
automatic stay not been continued, BoNY would have been permitted
to obtain the return of its collateral and would not have been
damaged by Scopac's continued depletion of its cash collateral,
Mr. Gerber maintains.

Section 507(b) addresses a situation where the
debtor-in-possession initially provides protection that turns out
to be inadequate, Mr. Gerber explains.  In essence, Section
507(b) means that a secured creditor has superpriority for a
claim in the amount that the debtor's use of the collateral
during the time of the stay diminished the value of the
collateral, but only to the extent the diminution is in excess of
the adequate protection received.

Therefore, under Section 507(b), BoNY is entitled to a
superpriority administrative expense claim for the diminution of
value in its collateral, Mr. Gerber insists.  This includes, he
clarifies, a superpriority administrative expense claim for the
cash collateral that has been expended by Scopac, including but
not limited to more than $20 million in professional fees and
other expenses paid by Scopac.

Mr. Gerber argues that to the extent the Marathon/Mendocino Plan
does not pay administrative expense claims --including BoNY's
superpriority administrative expense claim -- in cash in full on
the effective date of the plan, the Plan does not comply with
Section 1129(a)(9) of the Bankruptcy Code and is not confirmable.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News;
http://bankrupt.com/newsstand/or 215/945-7000).


PAMPELONNE CDO II: Moody's Junks $1.6 Billion Class S Senior Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one class
of notes issued by Pampelonne CDO II, Ltd.  The note affected by
the rating action is as:

Class Description: Up to $1,600,000,000 aggregate principal
balance of Class S Senior Floating Rate Notes Due 2052

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

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

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  In
this regard, the majority of the Controlling Class directed the
Trustee to proceed with the disposition of the Collateral in
accordance with the Indenture.  The Trustee notified Moody's that
it disposed or terminated all of the Collateral and made a final
distribution and applied the proceeds of the liquidation in
accordance with applicable provisions of the Indenture on April 7,
2008.

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


PAMPELONNE CDO I: Moody's Junks Rating on $1.06 Bil. Class S Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one class
of notes issued by Pampelonne CDO I, Ltd.  The note affected by
the rating action is:

Class Description: up to $1,062,500,000 of Class S Notes

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

Pampelonne CDO I, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  The
transaction experienced an event of default under the Indenture
that was not subsequently cured or waived.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.  In this regard, the majority of the Controlling
Class directed the Trustee to sell and liquidate the Collateral
consistent with the applicable provisions of the Indenture.  The
Trustee subsequently notified Moody's that it disposed of all of
the Collateral, terminated the Synthetic Assets and distributed
the proceeds of the liquidation in accordance with applicable
provisions of the Indenture on April 7, 2008.

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


PAPPAS TELECASTING: Seeks Leave to Hire Kaye Scholer as Counsel
---------------------------------------------------------------
Pappas Telecasting Inc. and its debtor-affiliates asked permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kaye Scholer LLC as counsel.

In a separate application, the Debtors also sought the Court's
permission to employ Pachulski Stang Ziehl & Jones LLP as co-
counsel since pursuant to the Delaware Court's rules, the Debtors
are required to retain local counsel.

The Debtors told the Court that both firms, Pachulski and Kaye
Scholer promised to make every effort to avoid or minimize
duplication of services in the cases.

Kaye Scholer will, among others, advise the Debtors with respect
to their powers, rights and duties as debtors-in-possession in the
continued management and operation of their businesses and perform
other legal services necessary in the case.

The firm charges:

   Designation             Hourly Rate
   -----------             -----------
   Partner                 $675 - $895
   Counsel                 $660 - $670
   Associate               $320 - $645
   Legal Assistant         $225 - $255

Within 90 days preceding the bankruptcy filing, the Debtors paid
Kaye Scholer various amounts on account of professional services
it rendered in connection with the case.  On March 31, 2008, the
Debtor paid $150,896; on May 5, 2008, the Debtors paid the amounts
$135,926, $93,196, and $44,334; and on May 6, 2008, the amount of
$250,000.  Kay Scholer also received an advance retainer of
$250,000 prior to the bankrutpcy filing.

The Debtors told the Court that the Kaye Scholer does not hold any
interest materially adverse to the Debtor's estates.

                      About Pappas Telecasting

Fresno, California-based Pappas Telecasting, Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and  
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.


PAPPAS TELECASTING: Wants to Hire Pachulski Stang as Co-Counsel
---------------------------------------------------------------
Pappas Telecasting Inc. and its debtor-affiliates asked permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Pachulski Stang Ziehl & Jones LLP.

In a separate application, the Debtors also sought the Court's
permission to employ Kaye Scholer LLC as counsel.

Pachulski will, among others, provide legal advice with respect to
the Debtors' powers and duties as debtors-in-possession in the
continued operation of their businesses and management of their
property.

The Debtors told the Court that both firms, Pachulski and Kaye
Scholer promised to make every effort to avoid or minimize
duplication of services in the cases.

Pachulski's hourly rates for its professionals are:

   Laura Davis Jones, Esq.         $775
   James E. O'Neill, Esq.          $515
   Kathleen P. Makowski, Esq.      $395
   Timothy P. Cairns, Esq.         $375
   Karina Yee                      $195
   Patricia Cuniff                 $195

The Debtors paid the firm $64,546 a year prior to the bankruptcy
filing in connection with prepetition representation of the
Debtors.

The Debtors told the Court that Pachulski is a "disinterested
person" as defined in Section 101(14) of the U.S. Bankruptcy Code.

The firm can be reached at:

   Pachulski Stang Ziehl & Jones LLP
   919 North Market Street, 17th Floor
   P.O. Box 8705
   Wilmington, DE 19899-8705
   Tel: (302) 652-4100
   Fax: (302) 652-4400
   http://www.pszjlaw.com/

                      About Pappas Telecasting

Fresno, California-based Pappas Telecasting, Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and  
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.


PARCS-R MASTER: S&P Slashes AA Rating to BB on S. 2007-16 Trust
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on one
tranche of variable-rate notes from PARCS-R Master Trust's series
2007-16 and removed it from CreditWatch, where it was placed with
negative implications on Feb. 14, 2008.  PARCS-R Master Trust
2007-16 is a synthetic collateralized debt obligation transaction.
     
The downgrade of the series 2007-16 variable-rate notes reflects
the direct link of the note rating to the rating of its reference
obligation, the class M-2S notes issued by RASC Series 2007-KS1
Trust.  The rating on the referenced residential mortgage-backed
securities notes was lowered to 'BB' from 'AA' on May 12, 2008,
and removed from CreditWatch with negative implications.


       Rating Lowered and Removed from Creditwatch Negative

                       PARCS-R Master Trust
                    2007-16 variable-rate notes

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Trust unit            BB              AA/Watch Neg


PORTA SYSTEMS: Signs Debt Restructuring Agreement With Cheyne
-------------------------------------------------------------
Porta Systems Corp. (OTC.BB:PYTM) reported operating income for
the quarter ended March 31, 2008 of $71,000 compared to operating
income of $666,000 for the quarter ended March 31, 2007. The net
loss for the quarter ended March 31, 2008, was $537,000, $0.05 per
share (basic and diluted), compared to net income of $165,000,
$0.02 per share (basic and diluted), which included a loss from
discontinued operations of $34,000, for the quarter ended March
31, 2007. There was no loss from discontinued operations for the
quarter ended March 31, 2008.

As of June 30, 2007, the Company had completely discontinued the
operation of its OSS business and wrote off all remaining OSS
assets and incurred losses related to the discontinued OSS
operations in the amount of $521,000. The OSS operating loss for
the quarter ended March 31, 2007 was $34,000. There was no OSS
activity for the quarter ended March 31, 2008.

Sales were $6,545,000 for the quarter ended March 31, 2008 versus
$8,202,000 for the quarter ended March 31, 2007, a decrease of
approximately $1,657,000 (20%). Copper Connection/Protection sales
were $5,392,000 for the quarter ended March 31, 2008 versus
$6,814,000 for the quarter ended March 31, 2007, a decrease of
$1,422,000 (20.9%). Substantially all of the decrease in sales for
the quarter is the result of a decline in orders from British
Telecommunications and its systems integrators for connector
products that was partially offset by higher sales of protection
modules to British Telecommunications. Signal Processing sales for
the quarter ended March 31, 2008 were $1,153,000 versus $1,388,000
for the quarter ended March 31, 2007, a decrease of $235,000
(16.9%). The decline in Signal revenue was primarily due to the
failure of the military sector to place orders due to the delay in
Congress approval of the U.S. military budget until late 2007.

The overall gross margin from continuing operations was 28% for
the quarter ended March 31, 2008, compared to 32% for the quarter
ended March 31, 2007. The decrease for the quarter is primarily
related to excess capacity in Porta Systems' Mexico facility due
to lower production levels as compared to the same quarter in
2007.

Operating expenses for the quarter ended March 31, 2008 decreased
by $239,000 (15.1%) from the same period in 2007. The decrease
relates primarily to a decrease in selling expenses primarily due
to a reduction in advertising expenses and a reduction in the
allowance for bad debt. General and administrative costs decreased
primarily due to a reduction of costs associated to the company's
negotiations relating to a proposed debt restructuring.

Interest expense increased for the first quarter of 2008 from the
same period in 2007 by $151,000, primarily related to interest on
the company's senior debt under the terms of its extension
agreement with its senior debt holder and the additional
$1,000,000 loan from its senior lender which the company took in
October 2007.  Porta Systems does not accrue interest on the
entire amount of the senior debt of approximately $24,373,000
under the terms of its agreement with the holder of its senior
debt.

The company's Copper Connection/Protection business unit operated
profitably during the first quarter ended March 31, 2008, with
operating income of $447,000. The Signal Processing unit operated
profitably during the first quarter, with operating income of
$241,000. However, the company's operating income for the March
2008 quarter was $71,000 as a result of corporate overhead and
other unallocated expenses of $617,000.

                   Debt Restructuring Agreement

On February 7, 2007, Cheyne Special Situations Fund L.P. purchased
Porta Systems' senior debt of approximately $23,373,000 from SHF
IX, LLC. In October 2007 the Company borrowed an additional
$1,000,000 from Cheyne to fund its current operations. Both notes
mature on September 1, 2008. If the senior debt holder does not
extend the maturity date of the company's obligations or demands
payment of all or a significant portion of its obligations due to
the senior lender, the company said it will likely seek protection
under the bankruptcy laws.

On May 8, 2008, the company entered into an agreement with Cheyne
pursuant to which Cheyne, the holder of all of its senior debt, as
well as the holders of its subordinated notes, agreed to a
restructuring of their debt. Cheyne presently holds two notes -- a
note in the principal amount of $23,373,000 at March 31, 2008, and
a note in the principal amount of $1,000,000, which the company
issued in October 2007. Both of these notes mature on September 1,
2008. The holders of the subordinated debt hold notes in the
principal amount of $6,144,000, on which there is accrued interest
of $7,131,000 at March 31, 2008. Pursuant to the terms of the debt
restructure:

   * Porta Systems' board of directors approved a one-for-11.11
     reverse split of the company's common stock.

   * As part of the debt restructuring, Cheyne would exchange
     $13,373,000 principal amount of senior debt for 70% of the
     company's common stock after giving effect to the reverse
     split. The remaining $10,000,000, plus interest to the
     closing date on such $10,000,000 principal amount, which is
     estimated at $1,250,000, will be paid in quarterly
     installments through March 15, 2015.

   * The maturity date of the $1,000,000 note will be extended to
     September 1, 2010.

   * Until the debt restructuring is complete, Cheyne will have
     the right to designate two directors to Porta Systems'
     board. These directors are to be independent directors.

   * As a condition to the debt restructure, the company entered
     into agreements with certain creditors to provide for
     reduced payments of its obligations to them.

   * The agreement requires the company to obtain the approval of
     the holders of its subordinated notes to exchange their
     notes for new notes in the total principal amount of
     $1,750,000 plus 14% of its common stock. These new notes
     will bear interest at 10% per annum, are to be amortized
     based on a 25-year amortization schedule and mature 7-1/2
     years after the date of issuance.  The company obtained the
     agreement of more than 95% of the holders of the
     subordinated notes to these terms.

   * Pursuant to the restructuring plan, 6% of the common stock
     is reserved for issuance to senior management and other key
     employees.

"We believe that the implementation of the debt restructuring,
which, together with the reverse split, requires stockholder
approval, is an important step in our efforts to improve our
Companys overall financial health and will significantly improve
our balance sheet. We intend to file our proxy material with the
SEC within the next week and schedule the stockholders meeting as
soon as possible thereafter. However, we recognize that for the
debt restructuring to have any long-term positive effect, it will
be necessary for us to increase our sales and operate profitably.
Ultimately, if we are not able to operate profitably, we would be
forced to seek protection under the bankruptcy laws."

                       About Porta Systems

Porta Systems Corp.(OTC BB: PYTM.OB) --
http://www.portasystems.com-- develops, designs, manufactures,   
and markets systems for the connection, protection, testing, and
administration of public and private telecommunications lines and
networks in the United States and internationally.  It offers
telecommunications connection equipment and signal processing
products.  The company's telecommunications connection equipment
interconnects copper telephone lines to switching equipment and
provides fuse elements that protect telephone equipment and
personnel from electrical surges.  The company was founded in 1969
and is based in Syosset, New York.

The Troubled Company Reporter reported on April 14, 2008, that BDO
Seidman, LLP, raised substantial doubt about the ability of
Porta Systems Corp. to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditing firm reported that the company has
suffered substantial losses from operations in previous years and,
as of Dec. 31, 2007, has a stockholders' deficit of $30,527,000
and a working capital deficit of $34,513,000 and is dependent on
the continued agreement of the holder of its senior debt to defer
the maturity date of such debt.  As of Dec. 31, 2007, the
company's debt included $24,373,000 of senior debt, as a result of
a various extensions, which matures on May 1, 2008; $6,144,000
principal amount of subordinated debt, which matured on July 3,
2001; and $385,000 of 6% Debentures which matured on July 2, 2002.  
The company was unable to pay the principal ($6,144,000) or
accrued interest ($6,900,000) on the subordinated notes or the
principal ($385,000) or interest ($183,000) on the 6% Debentures.  
Accordingly, the senior debt and subordinated debt are classified
as current liabilities.


POWERMATE HOLDING: Sues Home Depot for $3.6M Contract Breach
------------------------------------------------------------
Powermate Holding Corp. and its debtor-affiliates filed a lawsuit
with the United States Bankruptcy Court for the District of
Delaware against Home Depot U.S.A. Inc. for breach of contract
after Home Depot failed to make a $3,695,798 required payment to
the Debtors pursuant to product handling agreements dated
Jan. 29, 2003.

The agreement requires the Debtors to provide and deliver goods
to various regional distribution centers of Home Depot before it
transfers the goods to its retail stores.  It also calls for Home
Depot to submit weekly inventory reports from each of its
distribution center to the Debtors.  The agreement provides a
presumption that Home Depot bought all of the goods removed from
its distribution center.

The Debtors allege that the Home Depot has removed goods from
its distribution center without the Debtors' consent or court
approval after the Debtors' bankruptcy filing.  The Debtors
request Home Depot to return the purchased good valued at
$3,695,798.  However, Home Depot does not intend to pay for
the goods purchased from the Debtors.

Home Depot asserts that is is entitled to retain the Debtors'
goods as a set-off to alleged warranty and other claims it have
against the Debtors that arose before the Debtors filed for
Chapter 11 protection.

The Debtors contend that Home Depot's move violates the automatic
stay by effectuating a postpetition set-off of a prepetition claim
without court approval.

Home Depot provides home improvement and construction products in
the United States, Canada and Mexico.

                         About Powermate

Headquartered in Aurora, Illinois, Powermate Holding Corp. --
http://www.powermate.com/-- manufactures portable and home       
standby generators, air compressors, and pressure washers.  The
company and two of its affiliates filed for Chapter 11 protection
on March 17, 2008 (Bankr. D. Del. Lead Case No.08-10498).   
Kenneth J. Enos, Esq. and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Monika J. Machen,
Esq., at Sonnenschein Nath Rosenthal LLP, represents the
Committee in these cases.  When the Debtors filed for protection
from their creditors, they listed assets and debt between
$50 million and $100 million.


POWERMATE CORP: Taps RAS Management as Interim Managers
-------------------------------------------------------
Powermate Holding Corp., Powermate Corporation and Powermate
International, Inc. have employed RAS Management Advisors, LLC, as
interim managers.

Pursuant to an engagement letter, Richard A. Sebastiao will serve
as Chief Executive Officer of each of the Debtors; and Timothy D.
Boates will serve as Vice President of Powermate Holding Corp. and
Chief Financial Officer of Powermate International, Inc. and
Powermate Corporation.

Working collaboratively with the Debtors' pre-existing senior
management team, the Debtors' Boards of Directors and the Debtors'
other professionals, Mr. Sebastiao, Mr. Boates and other RAS
professionals will oversee the daily operations of the Debtors'
business, assist the Debtors in evaluating strategic and tactical
options through the restructuring process, and serve as the
primary officers and fiduciaries of the Debtors' estates.  Mr.
Boates will also oversee elements of the Debtors' treasury and
cash management functions.

Prior to the Debtors' bankruptcy filing, RAS' predecessor-in-
interest, RAS Management Advisors, Inc., was retained as interim
manager by the Debtors. On December 7, 2007, the Debtors' Board of
Directors approved an expanded engagement of RAS including the
appointment of Mr. Sebastiao and Mr. Boates as officers of the
Debtors.

RAS will be compensated for providing the services of Mr.
Sebastiao and Mr. Boates at $4,250 per day ($425 per hour) and
$3,750 per day ($375 per hour).  Moreover, RAS will be compensated
for providing full-time Temporary Staff at rates of from $2,400
per day ($240 per hour) to $2,900 per day ($290 per hour),
depending upon the relative experience of the Temporary Staff used
on a project.  In addition, RAS will be compensated at the rate of
$30 per hour for any clerical support used on this project.  RAS
is compensated on a daily/hourly rate basis only for the actual
time spent by its consultants -- including Mr. Sebastiao and Mr.
Boates -- and Temporary Staff in providing services to the
Debtors.

Prior to the Debtors' bankruptcy filing, RAS received retainers
totaling $200,000 from the Debtors in anticipation of future
services to be performed.  After offsetting its final pre-petition
invoice against the retainer received from the Debtors, RAS
currently holds a retainer balance of $173,162.  Pursuant to the
Engagement Letter, RAS will hold the Retainer through the end of
its engagement and apply the Retainer to its final bill.  Any
remaining balance will be refunded to the Debtors.

The Debtors have agreed to indemnify, hold harmless and defend RAS
and its affiliated parties.

RAS has provided interim management or consulting services in a
number of large and mid-size bankruptcy restructurings, including
In re Quaker Fabric Corporation, Case No. 07-11146 (KG) (Bankr. D.
Del. 2007); Arthur D. Little, Inc., Case No. 02-41045 (HJB)
(Bankr. D. Ma. 2002); TEU Holdings, Inc., Case No. 00-1098 (RJN)
(Bankr. D. Del. 2000); Fulcrum Direct, Inc., Case No. 98-01767
(MFW) (Bankr. D. Del. 1998); and The Wiz, Inc., Case No. 97-B-
48257 (CB) (Bankr. S.D.N.Y. 1997).

                     About Powermate

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, and pressure washers.
Powermate Holding Corp. is the parent of Powermate Corp.  In
turn, Powermate Corp. owns 100% of Powermate International Inc.
Powermate Corp. operates the companys assets located in the
United States. Powermate International has sales employees in
Hong Kong and the Philippines.  Powermate Holding has no
employees or operations.

The three companies filed for chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Kenneth J. Enos,
Esq.. and Michael R. Nestor, Esq., at Young, Conaway, Stargatt &
Taylor, represent the Debtors.  The Official Committee of
Unsecured Creditors, which has seven creditor members, is
represented by Monika J. Machen, Esq., at Sonnenschein Nath
Rosenthal LLP.  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts between
$50 million and $100 million.

Powermate Holding has two other non-debtor subsidiaries,
Powermate Canadian Corp., located in Canada and Powermate S. de
R.L. de C.V., which is domiciled in Mexico.


POWERMATE CORP: Taps Windham to Collect $1.3M in Receivables
------------------------------------------------------------
Upon filing for bankruptcy, Powermate Holding Corp., Powermate
Corporation and Powermate International, Inc., had on their books
a substantial amount of outstanding accounts receivable generated
in the ordinary course of business from the Debtors' customers.  
Since their chapter 11 filing, the Debtors have been working in
the normal course, with the assistance of RAS Management Advisors,
Inc., their interim management, to collect and maximize the value
of the receivables for the benefit of their creditors and estates.

However, because the Debtors' operations are being discontinued,
and they are in the process of liquidating all of their remaining
assets, the Debtors no longer have the internal staff capable of
undertaking the collection of the AR Claims, which with respect to
AR Claims under $50,000 as of the Petition Date, were
approximately $1,376,514 in the aggregate.  The AR Claims range
from approximately $1 to $49,244 and are owed to the Debtors by in
excess of 980 parties.

Accordingly, the Debtors sought the assistance of Windham
Professionals, Inc., to assist them in the collection of the AR
Claims.

The Debtors will pay Windham a fee of 7% of the sums collected on
the outstanding AR Claims.  Windham will receive an additional
0.5% -- for an aggregate fee of 7.5% -- if it is able to collect
65% of the AR Claims within 120 days of engagement.

Windham will receive an additional 1% -- for an aggregate fee of
8.5% -- if it is able to collect 75% of the AR Claims within 120
days of engagement.

The Debtors may terminate the parties' Collection Agreement on 60
days' advance notice, and the fee will be earned on AR Claims
collected through 10 days after termination.

Windham will have an exclusive right to collect the AR Claims
while the Collection Agreement is in effect.

Windham's Edward M. Sheehan, III, attests that his agency neither
represents nor holds any interest adverse to the Debtors in the
matters upon which the Debtors have requested that Windham be
employed.

                     About Powermate

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home  
standby generators, air compressors, and pressure washers.
Powermate Holding Corp. is the parent of Powermate Corp.  In
turn, Powermate Corp. owns 100% of Powermate International Inc.
Powermate Corp. operates the companys assets located in the
United States. Powermate International has sales employees in
Hong Kong and the Philippines.  Powermate Holding has no
employees or operations.

The three companies filed for chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Kenneth J. Enos,
Esq.. and Michael R. Nestor, Esq., at Young, Conaway, Stargatt &
Taylor, represent the Debtors.  The Official Committee of
Unsecured Creditors, which has seven creditor members, is
represented by Monika J. Machen, Esq., at Sonnenschein Nath
Rosenthal LLP.  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts between
$50 million and $100 million.

Powermate Holding has two other non-debtor subsidiaries,
Powermate Canadian Corp., located in Canada and Powermate S. de
R.L. de C.V., which is domiciled in Mexico.


RADNOR HOLDINGS: Expects $57 Mil. Gross Preference Transfers
------------------------------------------------------------
Radnor Holdings Corporation and its debtor-affiliates asked the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ A.S.K. Financial as their special preference counsel
effective as of May 6, 2008.  In the motion, the Debtors said they
believe that gross transfers to creditors during the 90-day
preference period may exceed $57 million.

According to the Debtors, A.S.K. will help further their ongoing
efforts to develop and implement, as efficiently as possible, a
liquidating plan.  On Nov. 21, 2006, the Court entered an order
approving a sale of substantially all of the Debtors' assets.  
Since the closing of the sale, the Debtors said that, together
with their professional, they have worked to reconcile the
liabilities assumed by the buyer and to develop a liquidating plan
of reorganization.

The Debtors told the Court that A.S.K. will give advice in
analyzing their avoidance claims and pursue these actions on
behalf of the estates.  Particularly, A.S.K. will analyze the
Debtors' records to identify avoidable claims, to determine gross
transfers, and to evaluate potential defenses that can be raised
by each respective vendor or creditor.  A.S.K. has the expertise
to produce the needed analysis in a matter of a few weeks, the
Debtors related.

The Debtors said that A.S.K. is an insolvency financial and legal
services firm that specializes in the are of preference analysis
and collection.  The firm, they said, has been in business since
1983 and in that time has analyzed over 100,000 potential
avoidance claims and prosecuted over 20,000 of those claims.  The
Debtors continued that in the last five years, A.S.K. has actively
litigated and has been involved in some of the largest cases in
the Delaware Court, including Montgomery Ward, Graham Field
Healthcare Products, and Bake-Line Group LLC.

The Debtors intend to pay A.S.K. on a contingency basis: (i) 15%
for all gross cash collections obtained on cases settled prior to
the filing of a compliant, (ii) 24% of all collections obtained on
cases settled after the filing of a compliant but prior to four
weeks before the scheduled trial date or before entry of a
judgment, and (iii) 28% of all collections obtained on cases
settled the earlier of four weeks before the scheduled trial or
the entry of judgment.  A.S.K. will be responsible for the legal
fees of its local counsel and will not seek reimbursement from the
estate for those fees.

The Debtors assured the Court that A.S.K. will work cooperatively
with other retained professionals to avoid duplicative or
competing efforts.  They added that the firm does not have an
interest materially adverse to the estate or other parties-in-
interest.

                       About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.  The confirmation
hearing on the Debtors' amended chapter 11 plan is set for
June 12, 2008.


RAFFLES PLACE: Moody's Junks Ratings on $20 Million Notes
---------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Raffles Place Funding, Ltd.

Class Description: $35,000,000 Class A-1a Floating Rate Notes Due
2040

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

Class Description: $25,000,000 Class A-1b Floating Rate Notes Due
2040

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

Class Description: $38,000,000 Class A-2 Floating Rate Notes Due
2040

  -- Prior Rating: Aa2
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $5,000,000 Class B Deferrable Floating Rate
Notes Due 2040

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

Class Description: $15,000,000 Class C Deferrable Floating Rate
Subordinate Notes Due 2040

  -- Prior Rating: Baa3
  -- Current Rating: Ca

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


RATHGIBSON INC: Moody's Cuts Corporate Family Rating to B3
----------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of RathGibson, Inc. to B3 from B2, affirmed the B3 senior
unsecured note rating in accordance with Moody's loss-given
default methodology, and lowered the speculative grade liquidity
rating to SGL-3 from SGL-2.  The rating outlook is stable.

The downgrade of the CFR to B3 reflects a confluence of events
resulting in credit metrics that are not representative of a B2
rating.  RathGibson's performance has not improved significantly
over the last two years despite generally higher overall prices,
reasonable strength in several end markets, and two material
acquisitions.  Simultaneously, pro forma leverage is approaching
the 8.0x range given the incremental debt for acquisitions and a
payment-in-kind note at the holding company level, and additional
revolver borrowings to cover increased working capital needs.

Moody's believes the B3 CFR is more appropriate as it considers
the risks associated with a small overall size, limited cash
flows, and high leverage, which provide the company less
flexibility to navigate challenging conditions.  Moreover, the B3
reflects the short-term periods of volatility related to raw
material costs during which the financial profile and overall
liquidity may be severely stressed.  These constraints are
balanced by RathGibson's leadership position in the relatively
small stainless steel tube industry, the breadth of its product
offerings, its reputation for quality and service, and its ability
to pass through cost increases.

The downgrade of the speculative grade liquidity rating to SGL-3
reflects the company's minimal cash balance, limited revolver
availability, and lack of visibility regarding near-term raw
materials prices and the operating environment.  Additional cash
consumption over the near-term could exert further pressure on the
company's liquidity rating.

A summary of the actions follows:

  -- $200 million senior unsecured notes affirmed at B3
     (LGD 3, 45%)

  -- Downgraded Corporate Family Rating to B3 from B2
  -- Downgraded Probability of Default Rating to B3 from B2
  -- Downgraded SGL rating to SGL-3 from SGL-2
  -- Stable outlook assigned

RathGibson is a manufacturer of highly engineered premium
stainless steel and alloy welded and seamless tubular products.  
The company is headquartered in Lincolnshire, Illinois and has
operations in Janesville, Wisconsin; North Branch, New Jersey;
Clarksville, Arkansas; and Marrero, Louisiana.  In fiscal year
2008, RathGibson had approximately $360 million of revenues.


RELIANT CHANNELVIEW: Dispute with Equistar Placed Under Mediation
-----------------------------------------------------------------
At the direction of the Hon. Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware, in lieu of an
immediate appointment of a chapter 11 trustee, Equistar Chemicals
LP and Reliant Energy Channelview LP's parent, Reliant Energy
Inc., participated in a mediation of the disputes between them.  
The dispute arose in connection with the proposed sale of Reliant
Energy Channelview's assets to GIM Channelview Cogeneration LLC.

Judge Walrath had appointed the Hon. Brendan Shannon of the
Delaware Bankruptcy Court as mediator.  The mediation commenced on
May 12, 2008.  At press time, no information on the results of the
mediation has been reported.  The results of the mediation is a
prerequisite to the Debtors' motion to extend the period in which
they can exclusively file a chapter 11 plan.

Judge Walrath had directed Equistar and REI to each designate a
representative (i) who will participate in good faith and remain
in personal attendance until the conclusion of the mediation, and
(ii) who will have full and final authority to enter into a
binding resolution of the dispute.

In addition, Equistar and REI were directed to provide Judge
Shannon and each party the name of their representatives no less
than 48 hours prior to the mediation.

At Judge Shannon's discretion, the Debtors, the Official Committee
of Unsecured Creditors, the agent for the Debtor's prepetition
lenders and GIM were authorized to participate in the mediation.

                Committee Says Mediation is Needed

The Committee told the Court that after its appointment and
retention of its professionals, it was advised by the Debtors and  
Houlihan Lokey Howard & Zukin, REI's acting investment banker,
that the Debtors and REI were marketing Reliant Energy
Channelview's co-generation facility.  The Committee revealed that
the selling parties were expecting to have an agreement of sale
signed by mid-October.

At that time, the Committee said it was advised that the
transaction might be in the form of sale of ownership interests in
the entities that own the Debtors, or a sale of the Debtors'
assets.  The Committee said it was also informed that offers were
being developed so that there would be more than enough to pay all
of the Debtors' obligations, leaving sale proceeds for equity
interests.

However, the Committee related that REI and the Debtors were
unsuccessful to finalize an agreement with Fortistar LLC.  REI and
the Debtors then turned to get a deal with Kelson Energy IV LLC.

As reported in the Troubled Company Reporter on March 26, 2008,
the Debtors were to auction their 830-megawatt Channelview power
plant near Houston, Texas, on April 7, 2008, to see if higher and
better offers other than Kelson Energy Inc.'s $468 million bid,
will surface.  Other bids should be in by April 3.  Kelson's bid
price is enough to pay all creditors 100%, leaving some for the
owners.  The Debtors claims they owe secured creditors $379
million and unsecured creditors $29 million.

The Committee continued that upon the bid deadline and during the
auction on April 18, 2008, Fortistar made a $500 million bid,
which was declared the highest offer for the assets.

During a sale hearing on April 9, the Court ruled that the cash
flow participation agreement between the Debtors and Equistar was
not severable from the other contracts that were to be assumed by
the Debtors to Fortistar pursuant to the asset purchase agreement.  
The Court ruled that the sale to Fortistar could not be approved.

Since then, the Debtors, REI and Equistar have attempted but could
not reach a settlement agreement to allow the sale of the assets
to Fortistar to continue.

Hence, on April 23, 2008, the Debtors asked the Court to appoint a
chapter 11 trustee as a result of a potential divergence of
interest between the Debtors and REI.

The Committee related that it is very concerned about the effect
of the case trustee appointment on the case and the creditors.  
The Committee said it is particularly concerned about the length
of time it will take a chapter 11 trustee to act and that delay
may have affect Fortistar's willingness to consummate the sale.  
The Committee also said it is concerned about the costs related to
the appointment of the case trustee.

Hence, the Committee asked the Court to continue the request for
case trustee appointment for two weeks, and order the parties to
engage in mediation to resolve the dispute.

        Equistar Says Case Trustee Appointment is Necessary

Equistar told the Court that it joins the request for appointment
of case trustee.  Equistar said that the appointment is in the
best interest of the Debtors' estates and constituents.

Equistar admitted that it disputes and does not join in the
Debtors' characterization of the sale process, the parties'
settlement efforts, and other assertions in the Trustee Motion
saying that it is inconsistent with the record of facts in the
case.

Equistar related that in April 2007, after being threatened by the
Debtors of renouncing their contractual obligations and hand the
keys of the co-generation facility over to secured lenders, REI
commenced the marketing of the Equistar's indirectly held equity
interests in the Debtors.  Subsequently, the parties settled that
dispute and the Debtors committed to pay Equistar $10 million at
the closing of the sale.  The Court approved that settlement.

According to the Equistar, it would like to avoid the costs and
delays attendant to the appointment of a chapter 11 trustee but
agrees that the appointment of an independent fiduciary is
appropriate and necessary to salvage the pending sale to GIM.

Equistar alleged that Reliant and its professionals have been
inordinately involved in driving the sale process and other
aspects of the case, including settlement negotiations with
Equistar.

              Debtors Urges Equistar to be Logical

While Equistar supports the appointment of a a chapter 11 trustee,
the Debtors told the Court that Equistar (i) raised otherwise
irrelevant issue of the parties' settlement discussions, and (ii)
affirmatively represented to the Court that its proposals would
permit the imperiled GIM sale to go forward, result in the full
payment of creditors, fairly compensate Equistar for its rights
under the co-generation facility purchase agreement, and provide
substantial return to REI.

The Debtors continued that they attempted to revive meaningful
discussions through a counter-proposal with Equistar but the
attempt was dismissed by Equistar as "no offer at all."

According to the Debtors, in addition to the $10 million
settlement payment, Equistar demanded a substantial "floor"
payment at closing and a preponderance of remaining proceeds.  The
Debtors claimed that it is difficult to confirm Equistar's claim
that its proposal will result in the full payment to creditors and
provide substantial return to REI.

The Debtors claimed that Equistar's proposals would jeopardize the
recovery of unsecured creditors and would allow Equistar to
arbitrarily determine which unsecured creditors are assured
payment.

The Debtors urged Equistar to follow a logical path -- allow the
GIM sale to proceed and deposit the proceeds in escrow while the
lawful and equitable allocation of those proceeds is determined.

                 About Reliant Energy Channelview

Based in Houston, Reliant Energy Channelview L.P.--
http://www.reliant.com/-- owns a power plant located near    
Houston, and is an indirect wholly owned subsidiary of Reliant
Energy Inc.

The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Jason M. Madron, Esq., Lee E. Kaufman, Esq., Mark D.
Collins, Esq., Paul Noble Heath, Esq., Richards, Robert J. Stearn
Jr., Esq., at Layton & Finger P.A., and Timothy P. Cairns,
Pachulski Stang Ziehl & Jones represent the Debtors.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditors in the Debtors' cases. David B. Stratton, Esq., and
Evelyn J. Meltzer, Esq., at Pepper Hamiltion LLP, represent the
Committee.  When the Debtors filed for protection from their
creditors, they listed total assets of $362,000,000 and total
debts of $342,000,000.


RESIDENTIAL ASSET: Fitch Rates 23 Classes Below Investment Grade
----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on
Residential Asset Mortgage Products (RAMP) mortgage pass-through
certificates. Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are now removed.
Affirmations total $984.6 million and downgrades total $764.6
million. Additionally, $253.3 million was placed on Rating Watch
Negative.

RAMP 2003-RP1

   -- $7.5 million class M-1 downgraded to 'A+' from 'AA';
   -- $13.2 million class M-2 downgraded to 'BB' from 'A';
   -- $7.2 million class M-3 downgraded to 'C/DR5' from 'CCC/DR3'.

RAMP 2005-RP1

   -- $26.9 million class A affirmed at 'AAA';
   -- $28.0 million class M-1 affirmed at 'AA+';
   -- $22.6 million class M-2 affirmed at 'A+';
   -- $11.6 million class M-3 affirmed at 'A-';
   -- $5.0 million class M-4 affirmed at 'BBB';
   -- $2.5 million class M-5 affirmed at 'BBB'.

RAMP 2005-RP2

   -- $57.7 million class A affirmed at 'AAA';
   -- $23.1 million class M-1 affirmed at 'AA';
   -- $18.8 million class M-2 affirmed at 'A';
   -- $9.9 million class M-3 downgraded to 'BB+' from 'BBB+';
   -- $3.7 million class M-4 downgraded to 'BB' from 'BBB';
   -- $4.2 million class M-5 downgraded to 'BB-' from 'BBB-';
   -- $3.1 million class M-6 downgraded to 'BB-' from 'BBB-'.

RAMP 2006-RP1

   -- $2.6 million class A-1 affirmed at 'AAA';
   -- $3.0 million class A-1A affirmed at 'AAA';
   -- $0.3 million class A-1B affirmed at 'AAA';
   -- $73.3 million class A-2 affirmed at 'AAA';
   -- $26.0 million class A-3 affirmed at 'AAA';
   -- $20.1 million class M-1 downgraded to 'A+' from 'AA';
   -- $14.9 million class M-2 downgraded to 'BBB-' from 'A+';
   -- $8.7 million class M-3 downgraded to 'BB' from 'BBB+';
   -- $2.9 million class M-4 downgraded to 'BB-' from 'BBB-'.

RAMP 2006-RP2

   -- $114.9 million class A downgraded to 'AA-' from 'AAA';
   -- $40.7 million class M-1 downgraded to 'BBB+' from 'AA';
   -- $16.1 million class M-2 downgraded to 'BB+' from 'A+';
   -- $8.3 million class M-3 downgraded to 'B' from 'A-';
   -- $1.9 million class M-4 downgraded to 'C/DR6' from 'BBB+';
   -- $2.6 million class M-5 downgraded to 'C/DR6' from 'BBB'.

RAMP 2006-RP3

   -- $113.3 million class A downgraded to 'AA-' from 'AAA';
   -- $28.2 million class M-1 downgraded to 'BBB+' from 'AA';
   -- $18.8 million class M-2 downgraded to 'BBB-' from 'A+';
   -- $6.8 million class M-3 downgraded to 'BB+' from 'A-';
   -- $8.7 million class M-4 downgraded to 'B' from 'BBB+';
   -- $4.7 million class M-5 downgraded to 'C/DR6' from 'BBB'.

RAMP 2006-RP4

   -- $179.8 million class A downgraded to 'AA+' from 'AAA';
   -- $32.1 million class M-1 downgraded to 'A-' from 'AA';
   -- $17.6 million class M-2 downgraded to 'BBB-' from 'A';
   -- $4.6 million class M-3 downgraded to 'BB' from 'BBB+';
   -- $3.6 million class M-4 downgraded to 'BB' from 'BBB';
   -- $1.8 million class M-5 downgraded to 'BB-' from 'BBB-'.

RAMP 2006-RS3

   -- $165.5 million class A-2 affirmed at 'AAA';

   -- $106.7 million class A-3 rated 'AAA', placed on Rating
      Watch Negative;

   -- $146.7 million class A-4 rated 'AAA', placed on Rating
      Watch Negative;

   -- $15.4 million class M-1 downgraded to 'A+' from 'AA+';

   -- $13.9 million class M-2 downgraded to 'A' from 'AA+';

   -- $8.3 million class M-3 downgraded to 'A-' from 'AA';

   -- $7.5 million class M-4 downgraded to 'BBB+' from 'AA-';

   -- $7.1 million class M-5 downgraded to 'BB-' from 'BBB-';

   -- $5.3 million class M-6 downgraded to 'B+' from 'BB+';

   -- $3.8 million class M-7 downgraded to 'B+' from 'BB';

   -- $3.8 million class M-8 downgraded to 'B+' from 'BB-';

   -- $7.5 million class M-9 affirmed at 'B'.

RAAC 2007-RP3

   -- $210.4 million class A affirmed at 'AAA';
   -- $37.8 million class M-1 affirmed at 'AA';
   -- $32.0 million class M-2 affirmed at 'A';
   -- $11.8 million class M-3 affirmed at 'BBB+';
   -- $1.8 million class M-4 affirmed at 'BBB'.

RAAC 2007-RP4

   -- $157.7 million class A affirmed at 'AAA';
   -- $25.5 million class M-1 affirmed at 'AA';
   -- $14.8 million class M-2 affirmed at 'A';
   -- $16.0 million class M-3 affirmed at 'BBB+';
   -- $2.3 million class M-4 affirmed at 'BBB'.


RURAL/METRO CORP: Improved Liquidity Cues S&P to Revise Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Scottsdale, Arizona-based medical transport services provider
Rural/Metro Corp. to stable from negative.  S&P also affirmed the
ratings on Rural/Metro, including the 'B' corporate credit rating.  
The outlook revision reflects the company's improved liquidity and
increased headroom under its senior secured credit facility
covenants.    
     
"The ratings reflect the company's exposure to the ongoing
uncertainty of government reimbursement rates, its relatively thin
operating margins, high levels of bad debt, and concerns about the
sustainability of price increases from its commercial payors,"
said Standard & Poor's credit analyst Rivka Gertzulin.  These
issues are only partially mitigated by the company's diverse
and long-standing client list and its willingness to repay debt.

Rural/Metro is one of the largest commercial providers of medical
transport services.  The company mainly provides emergency and
nonemergency medical transportation services to about 400
communities in 23 states.  Rural/Metro generally contracts with
government entities, hospitals, nursing homes, and other health
care facilities.  It also provides fire protection services to
residential and commercial property owners.  Ambulance services
represent about 84% of revenue, with the remaining revenue coming
from fire protection services.


SALOMON BROS TRUST: S&P Junks Rating on Class K Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Salomon Bros. Commercial Mortgage Trust 2001-C1.  Concurrently,
S&P lowered its ratings on two classes and affirmed its ratings
on the remaining classes from this transaction.
     
The raised ratings reflect increased credit enhancement levels
resulting from a 28% paydown of the pool and the defeasance of
$137 million (20%) of the pool's collateral since issuance.  The
lowered ratings reflect actual credit support erosion and S&P's  
concerns regarding several assets that are with the special
servicer or on the master servicer's watchlist.  The affirmed
ratings reflect credit enhancement levels that adequately support
the ratings through various stress scenarios.
     
As of the April 17, 2008, remittance report, the collateral pool
consisted of 153 loans with an aggregate trust balance of
$687.9 million, compared with 182 loans with a balance of
$952.7 million at issuance.  Excluding defeased loans, the master
servicer, Midland Loan Services Inc., reported financial
information for 97% of the pool.  Forty percent of the servicer-
reported information was full-year 2006 data, and the remaining is
partial or full-year 2007 data.  Based on this information,
Standard & Poor's calculated a weighted average debt service
coverage of 1.43x, up from 1.30x at issuance.  There are two loans
($10.8 million, 2%) with the special servicer, CWCapital Asset
Management LLC, of which one loan ($3.1 million, 0.5%) is 30-plus-
days delinquent.  All other loans in the pool are current.  To
date, the trust has experienced 11 losses totaling $29.8 million,
or 3% of the initial pool balance.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $118.4 million (17.2%) and a weighted
average DSC of 1.54x, compared with 1.33x at issuance.  The
second-, seventh-, eighth- and 10th largest loans appear on the
servicer's watchlist due to low DSCs and are discussed below.  
Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loans
and one was characterized as "excellent," while the rest were
characterized as "good."
     
Midland reported a watchlist of 28 loans with an aggregate
outstanding balance of $132 million (19%).  The second-largest
loan, Ironwood Apartments ($16.0 million, 2%), is secured by 288-
unit multifamily property in Houston Texas, 10 miles west of
Houston's central business district.  Occupancy remained above 90%
for the past three years, but revenue was down due to weak market
conditions.  As of May 31, 2007, Midland reported a DSC of 0.93x
and an occupancy of 91%.

The seventh-largest loan, The Corporate Forum, ($9.3 million, 1%),
is secured by a 182,858-sq.-ft. suburban office in Atlanta,
Georgia While the reported year-end 2006 DSC and occupancy were
1.57x and 100%, respectively, the December 2007 rent roll showed a
57% occupancy rate.  S&P project the DSC at this occupancy level
to be below 1.0x.
     
The eighth-largest loan, Coral Palm Plaza ($9.1 million, 1%), is
secured by a 135,935-sq.-ft. retail property in Coral Springs,
Florida.  The reported DSC as of year-end 2006 was 1.04x and
occupancy was 80%.
     
The 10th-largest loan, Tucker Pointe Townhome ($8.7 million, 1%),
is secured by a 141-unit multi-family property in Fargo, North
Dakota.  The DSC has remained below 1.0x since 2005.  For the
nine-months ending Sept. 30, 2007, DSC was 0.87x and occupancy was
95%.
     
There are two loans with the special servicer.  The first, Crowne
Plaza Dayton, has a total exposure of $5.4 million (1%) and is
secured by a 283-room full-service hotel in Dayton, Ohio.  The
loan was transferred to CWCapital in February 2008 due to imminent
default.  The loan is still current and negotiations are underway
for loan modifications and payment relief.  Recent appraisal
indicates a preliminary value above the current exposure.
     
The second loan with the special servicer, Hilltop Apartments, has
a $3.2 million exposure (0.5%) and is secured by a 132-unit
multifamily property in Anderson, Indiana.  The loan was
transferred to the special servicer in January 2008 due to
imminent default.  The property manager intends to purchase the
loan and assume the debt with payment modification.  The loan will
be returned to Midland if the sale goes through.  Standard &
Poor's expects a limited loss under this scenario.
     

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised, lowered, and
affirmed ratings.


                          Ratings Raised
   
          Salomon Bros. Commercial Mortgage Trust 2001-C1
           Commercial mortgage pass-through certificates

                        Rating
                        ------
            Class   To          From   Credit support
            -----   --          ----   --------------
            C       AA+         AA         15.74%
            D       AA          A+         14.01%
            E       A           A-         11.94%
   
                        Ratings Lowered
   
          Salomon Bros. Commercial Mortgage Trust 2001-C1
           Commercial mortgage pass-through certificates

                         Rating
                         ------
             Class   To          From   Credit support
             -----   --          ----    ------------
             K       CCC+        B-          1.20%
             L       CCC-        CCC         0.16%  

                        Ratings Affirmed
   
          Salomon Bros. Commercial Mortgage Trust 2001-C1
           Commercial mortgage pass-through certificates
   
                   Class   Rating   Credit support
                   -----   ------   --------------
                   A-3     AAA          27.52%
                   B       AAA          21.63%
                   F       BBB+          9.86%
                   G       BBB           7.78%
                   H       BB+           5.01%
                   J       B             2.24%
                   X-1     AAA            N/A
                   X-2     AAA            N/A
   

                      N/A - Not applicable.


SALT CREEK: Fitch Affirms Class B-6$L Notes' B+ Rating
------------------------------------------------------
Fitch Ratings affirms 13 classes of notes issued by Salt Creek
High Yield CSO 2005-1 Ltd (Salt Creek). These affirmations are the
result of Fitch's review process and are effective immediately:

   -- $34,000,000 class A-1$L notes at 'AAA';
   -- $20,000,000 class A-2$L notes at 'AA+';
   -- $30,000,000 class A-4$L notes at 'AA-';
   -- $1,000,000 class A-6$L notes at 'A';
   -- $40,000,000 class A-7$L notes at 'A-';
   -- $8,000,000 class B-2$L notes at 'BBB';
   -- $3,000,000 class B-3$L notes at 'BBB-';
   -- $500,000 class B-5$L notes at 'BB-';
   -- $2,000,000 class B-6$L notes at 'B+';
   -- EUR5,000,000 class A-1EURO notes at 'AAA';
   -- EUR 20,000,000 class A-2EURO notes at 'AA+';
   -- EUR 3,000,000 class A-6EURO-1 notes at 'A';
   -- JPY1,000,000,000 class A-3YL notes at 'AA'.

The rating actions reflect Fitch's view on the credit risk of the
rated notes following the release of its new Corporate CDO rating
Criteria.

Key drivers of this transaction's credit strength are:

   -- Portfolio credit quality of 'B+/B', with 9.3% of the
      portfolio in the 'CCC' or below rating category, and 51.2%
      in the 'B' rating category.

   -- Industry diversification with concentration of 23.3% in
      the three largest industries, made up of 8.9% in computers
      & electronics, 7.5% in automobiles and 7.0% in
      broadcasting & media.

The affirmations are the result of stable collateral performance
since the last review on September 2006 and sufficient credit
enhancement levels on each class of notes. Despite experiencing
two credit events since the last review, the subordination amounts
have increased slightly due to trading gains. Additionally, with a
scheduled maturity of September 2010, the risk horizon of the
transaction has decreased as a result of decreased time to
maturity.

Salt Creek is a synthetic collateralized debt obligation (CDO)
that closed on March 30, 2005 and is managed by TCW Asset
Management Co. Salt Creek provides investors leveraged access to
the credit risk of a portfolio of credit default swaps referencing
primarily non-investment grade corporate obligations. Salt Creek
gains access to the credit risk of the portfolio via a credit
default swap between Salt Creek and Bear Stearns Credit Products
Inc., as swap counterparty (guaranteed by Bear Stearns Companies,
rated 'F2/A-', Rating Watch Positive by Fitch) and further
guaranteed by JPMorgan Chase & Co., rated 'F1+/AA-' by Fitch (as
discussed in the release titled, 'Fitch Clarifies Review of Bear
Stearns Counterparty Exposure in Global SF Transactions' dated
April 1, 2008).


SATURNS TRUST: S&P Lowers Ratings on Two Classes of Trust to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes from SATURNS Trust No. 2001-2 and PreferredPLUS Trust
Series CZN-1.
     
The downgrades reflect the May 8, 2008, lowering of the rating on
the underlying securities, the 7.05% debentures due Oct. 1, 2046,
issued by Citizens Communications Co.
     
SATURNS Trust No. 2001-2 and PreferredPLUS Trust Series CZN-1 are
pass-through transactions, and the ratings on the certificates
issued by those trusts are based solely on the rating assigned to
the underlying securities, the 7.05% debentures from Citizens
Communications Co.


                         Ratings Lowered

                     SATURNS Trust No. 2001-2
             $26 million callable units series 2001-2

                                   Rating
                                   ------
                Class      To                 From
                -----      --                 ----
                Units      BB                 BB+

                  PreferredPLUS Trust Series CZN-1
        $34 million PreferredPLUS 8.375% trust certificates

                                    Rating
                                    ------
                 Class      To                  From
                 -----      --                  ----
                 Certs      BB                  BB+


SCIENTIFIC GAMES: Moody's Puts Ba1 Rating on Proposed $850MM Loans
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Scientific
Games Corporation's proposed $600 million term loan and
$250 million revolving credit agreement.  Moody's also affirmed
the company's Ba2 corporate family and probability of default
rating, and Ba3 rating on the existing $200 million senior
subordinated debentures.  Moody's will withdraw the ratings of the
company's existing term loans and revolver when the proposed
transaction closes.  The rating outlook is stable.

The proceeds from the new term loan will be used to refinance
outstanding loans under the company's existing term loan and
revolver and for general corporate purposes.  The obligor under
the proposed facilities will be Scientific Games International,
Inc., a wholly owned subsidiary of SGC.  The Facilities will be
secured by all assets and guaranteed by all domestic subsidiaries,
as well as by SGC.

The rating affirmation reflects SGC's leading position in the
faster growing instant ticket segment of the lottery industry,
good contract retention rates, and solid growth prospects
internationally.  SGC has just finished absorbing several
acquisitions and consolidating instant ticket plant capacity.  
Improvement in consolidated operating margins is expected as a
result of an improved cost structure along with the new instant
ticket contract in China, solid instant ticket growth in the UK
and Italy, and a growing installed base of fixed odds and sports
betting terminals.

Credit concerns include above average leverage for the rating
category, a decline in consolidated operating margins over the
past few years, spending to support growth initiatives,
particularly in China, and a potential slow down in domestic
lottery demand due to weak macro-economic conditions.

Rating assigned:

Scientific Games International, Inc.

  -- $600 million term loan at Ba1 (LGD 2, 29%)
  -- $250 million revolving credit facility at Ba1 (LGD 2, 29%)

Ratings to be withdrawn:

  -- $300 million revolver at Ba1 (LGD2, 25%)
  -- $100 million term loan C at Ba1 (LGD 2, 25%)
  -- $150 million term loan D at Ba1 (LGD 2, 25%)
  -- $200 million term loan E at Ba1 (LGD 2, 25%)

Scientific Games Corporation is a provider of services, systems,
and products to both the instant ticket lottery industry and pari-
mutuel wagering industry.  The company operates in three business
segments: Printed Products, Lottery Systems, and Diversified
Gaming. Revenues for the year ended Dec. 31, 2007 were
$1.0 billion.


SCIENTIFIC GAMES: S&P Holds 'BB' Credit Rating with Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Scientific Games International Inc.'s proposed
$850 million senior secured credit facilities.  The loans are
rated 'BBB-' (two notches higher than the 'BB' corporate credit
rating on parent company Scientific Games Corp.) with a recovery
rating of '1', indicating that lenders can expect very high (90%
to 100%) recovery in the event of a payment default.
     
At the same time, Standard & Poor's affirmed its existing ratings
on Scientific Games Corp., including the 'BB' corporate credit
rating.  The rating outlook is stable.
     
Proceeds from the proposed credit facilities, which will consist
of a draw of approximately $23 million on a $250 million revolving
credit facility and a $600 million term loan, will be used to
refinance the existing credit facilities.  The proposed bank
facility is due five years from the close of the transaction,
subject to certain requirements addressing the refinancing of and
a holders "put" option for the outstanding subordinated debt
obligations.
     
"The rating on Scientific Games reflects the highly competitive
market conditions in the lottery and pari-mutuel industries, the
mature nature and capital intensity of the online lottery
industry, and the company's acquisitive growth strategy," said
Standard & Poor's credit analyst Ben Bubeck.  "Still, Scientific
Games maintains a leadership position in the ticket lottery and
pari-mutuel gaming industries, which fuels substantial recurring
revenue and a stable cash flow base given long-term contracts."
     
The company also has consistently demonstrated credit metrics
appropriate for the rating.

Scientific Games is the leading integrated supplier of instant
tickets, systems, and services to lotteries worldwide, and a
leading supplier of fixed odds and interactive sports betting
terminals and systems, and wagering systems and services to pari-
mutuel operators.


SENTINEL MANAGEMENT: CFTC Files Suit Over Fund Misappropriation
---------------------------------------------------------------
The Commodity Futures Trading Commission filed a lawsuit against
Sentinel Management Group Inc. alleging fraud on the part of the
securities broker, Edward Hayes of the CCH Wall Street reports.  
The suit was filed in the United States District Court for the
Northern District of Illinois, reports say.

As reported in the Troubled Company Reporter on Aug. 22, 2007, the
U.S. Securities and Exchange Commission filed civil fraud charges
against the Debtor alleging that Sentinel suffered losses for
several months because of undisclosed use of leverage, comingling
and misappropriation of clients' securities. The complaint claims
that Sentinel's woes are a case of fraud disguised as a casualty
of the markets.

According to CCH, the Debtor mixed its assets with its clients'
funds in order to borrow from the Bank of New York, with the
commingled assets used as collateral for the loan. The Debtor used
around $444 million of their clients' money for that purpose.
Aside from the loan, the Debtor used the mixed assets for other
business purposes, says CCH.

"Segregation of customer funds is the core customer protection
mechanism under the Commodity Exchange Act . . . [I]ts importance
cannot be overstated, and any fraud or segregation violations will
carry swift and severe repercussions," CCH quotes CFTC director
Gregory Mocek as saying. Traders' funds deposited to a futures
clearing merchant, notes CCH, must be segregated as a rule of
thumb to protect the client from the merchant's bankruptcy and its
creditors.


CCH says that the Debtor's bankruptcy filing last August 2007
complicated the case, and that the "fate" of its clients and their
commingled assets are still unknown.

                  About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions. The company filed a voluntary
Chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987). Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor. Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee
of Unsecured Creditors. DLA Piper US LLP represents the
Committee's co-counsel. When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.
On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee. Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.

As reported in the Troubled Company Reporter on Dec. 19, 2007,
the Court extended, until June 13, 2008, the Debtor's exclusive
periods to file a Chapter 11 plan of reorganization and disclosure
statement.


SHAPES/ARCH HOLDINGS: Unsecured Creditors to Get 14% Under Plan
---------------------------------------------------------------
Shapes/Arch Holdings and its debtor-affiliates delivered to the
United States Bankruptcy Court for the District of New Jersey a
Joint Disclosure Statement dated May 12, 2008, explaining their
Second Amended Joint Chapter 11 Plan of Reorganization.

The Debtors are seeking Court approval for the proposed bid
procedures for the sale of their equity, subject to higher and
better offers.  Arch Acquisition I LLC serves as the "stalking-
horse" bidder.

                       Overview of the Plan

The Plan provides for a fair allocation of the Debtors' assets in
an orderly manner under the Bankruptcy Code and other applicable
law.

The Debtors disclose that the Plan reflects a commitment by:

   a) their lender group -- comprised of The CIT Group/Business
      Credit, Inc., as agent, JPMorgan Chase Bank N.A., and
      Textron Financial Corporation -- to provide the Debtors with
      revolving loans of up to $60 million throughout the chapter
      11 proceedings and upon exiting bankruptcy; and

   b) Arch Acquisition I LLC, an affiliate of Signature Aluminum
      and H.I.G. Capital Partners, to give $30,000,000 in exit  
      facility.

On the plan's effective date, the Official Committee of Unsecured
Creditors of the Debtors will appoint a Class 10 liquidation
trustee to serve as plan administrator.  

                 Treatment of Claims and Interest

                   Type of             Estimated        Estimated
  Class            Claim               Amount           Recovery
  -----            -------             ---------        ---------
  Unclassified     Administrative      $2,513,606         100%
                   Claims

  Unclassified     Fee Claims          $800,000           100%

  Unclassified     Priority Tax        $84,667            100%
                   Claims

  1                Other Priority      $1,514,113         100%
                   Claims

  2                Secured Real        $747,939           100%
                   Estate Claims

  3                Arch DIP Claim      $26,700,000        100%

  4                CIT Claims          $54,600,000        100%

  5                Secured Claims      $TBD               100%
                   Purchase Money
                   Security Interest

  6                Secured Claims of   $150,000           100%
                   Warehousemen and
                   Shippers

  7                Collateralized                         100%
                   Insurance Program
                   Claims

  8                Miscellaneous       $75,000            100%
                   Secured Claims

  9                EPA/NJDEP Claims    $350,000           100%

  10               General Unsecured   $38,121,413        10%-14%
                   Claims

  11               Ben Interest        NA                 0%

  12               Class 12 Interest   NA                 100%

Ben LLC holds 100% in membership interest of the Debtors.

A full-text copy of the Joint Disclosure Statement is available
for free at:

             http://ResearchArchives.com/t/s?2be3

A full-text copy of the Second Amended Chapter 11 Plan of
Reorganization is available for free at:

             http://ResearchArchives.com/t/s?2be2

                        About Shapes/Arch

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 3 appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Halperin Battaglia
Raich LLP represents the Committee in these cases.

When the Debtors filed for protection from their creditors, they
listed assets between $10 million and $50 million and debts
between $50 million and $100 million.


SHAPES/ARCH HOLDINGS: Wants Bid Procedures for Sale of Equity OK'd
------------------------------------------------------------------
Shapes/Arch Holdings LLC and its debtor-affiliates ask the
United States Bankruptcy Court for the District of New Jersey
to approve proposed bidding procedures for the sale of the
reorganized Debtors' equity under the terms and condition of the
second amended Chapter 11 plan of reorganization dated March 12,
2008, subject to better and higher offers.

Acquisition I LLC will serve as the "stalking-horse" bidder,
wherein 100% of the equity interest in the reorganized Debtors
will be transferred to Acquisition in turn for the consideration
provided by it under the amended plan.

To participate in the auction, all interested bidders are required
to submit qualified bids along with a good faith deposit -- which
will be held in escrow by the Debtors' counsel -- by June 25,
2008, at 12:00 p.m.  The initial overbid will be $6,950,000,
comprising:

   i) a $1,000,000 break-up to Arch Acquisition,

  ii) $500,000 expense reimbursement,

iii) $300,000 contribution by Arch to fund in part the in
      lieu of termination fee to Arcus ASI Funding LLC and Arcus
      ASI Inc., and

  iv) a $150,000 increase to Arch's proposed distribution
      of $5,000,000 to the general unsecured creditors.

An auction will take place at the offices of Cozen O'Connor, 1900
Market Street in Philadelphia, Pennsylvania, on June 27, 2008, at
10:00 a.m.  Successive bid is set in increments of at least
$150,000.

As part of the transaction, a successful bidder must submit the
revised amended Plan where it will:

   i) replace Arch as the plan funder;

  ii) provide payment in full of Arch DIP claim on the effective
      date;

iii) increase and eliminate the caps on the amount of the allowed
      claims in other priority, miscellaneous secured and priority
      tax claim; and

  iv) increase the class 10 unsecured creditors distribution by at
      least $150,000.

A hearing is set for May 19, 2008, at 2:00 p.m., to consider
approval of the Debtors' request.

A full-text copy of the proposed bid procedures is available for
free at http://ResearchArchives.com/t/s?2be0

                        About Shapes/Arch

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 3 appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Halperin Battaglia
Raich LLP represents the Committee in this cases.

When the Debtors filed for protection against their creditors,
they listed assets between $10 million to $50 million and debts
between $50 million to $100 million.


SHAPES/ARCH HOLDINGS: Disclosure Statement Hearing Set for May 23
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of New
Jersey will convene a hearing on May 23, 2008, at 10:00 a.m., to
consider the adequacy of the Joint Disclosure Statement dated May
12, 2008, explaining the Second Amended Joint Chapter 11 Plan of
Reorganization filed by Shapes/Arch Holdings LLC and its debtor-
affiliates.

                        About Shapes/Arch

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 3 appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Halperin Battaglia
Raich LLP represents the Committee in this cases.

When the Debtors filed for protection against their creditors,
they listed assets between $10 million to $50 million and debts
between $50 million to $100 million.


SHIPPING PARTNERS: Moody's Junks Senior Secured Debt Rating
-----------------------------------------------------------
Moody's Investors Service lowered its debt ratings of U.S.
Shipping Partners L.P. -- Corporate Family and Probability of
Default, each to Caa3 from Caa1, senior secured to Caa2 from B3
and second lien senior secured to Ca from Caa3.  The rating
outlook is negative.

The ratings were downgraded because Moody's believes that the weak
fundamentals currently affecting USS' petroleum and chemical
tanker operations are likely to continue into the second half of
2008. Funds from operations are likely to continue to be stressed
over the near term because five of the six ITB (integrated tug-
barge) vessels are now trading in the spot market.  Spot rates
have significantly weakened since the beginning of 2008 and
decreased demand for cargoes has decreased utilization rates.  
This will likely challenge USS to maintain compliance with one or
more of the financial covenants of the $350 million first lien
senior secured credit facility, as USS management disclosed on the
company's Q1 2008 earnings call held on May 13, 2008.

Moody's also believes that the trading prospects of USS'
integrated tug-barge units are limited relative to those of
modern, double-hulled vessels, because of the increasing excess
capacity of Jones Act tanker tonnage and charterers' preference
for modern, double-hulled vessels.  Additionally, the planned dry-
docking of three of the company's four chemical tankers in the
second half of 2008 will result in an about $15 million call on
cash at a time when earnings from that fleet will diminish.  The
revolver may be needed to fund these dry-docks.  However, USS
might not maintain access to the revolver if it is not able to
maintain compliance with the covenants.

The Caa3 rating reflects Moody's belief that the probability of
default has increased since the previous rating action of Dec. 13,
2007, as USS has been unable to arrange time-charter cover for the
ITB fleet and 2008 market conditions, including in the chemical
trades, have weakened more than anticipated at that time.  Moody's
expects earnings and cash flows in sequential quarters to weaken
from the levels reported in Q1 2008 because it does not expect a
sustained recovery of spot rates over the near term.  Significant
uncertainty remains about the contributions to earnings and cash
flows of ATB's three and four as time charters have yet to be
arranged for either of these vessels; or about whether USS will
obtain control of the NASSCO products tankers given its weakening
credit profile and the high cost of these tankers.  Liquidity is
weak, notwithstanding the suspension of the distribution to the
subordinated unitholders.

The negative outlook reflects the uncertainty as to whether USS
can maintain compliance with financial covenants to maintain
access to the revolver.  The ratings could be downgraded further
if USS lost access to the revolver, or it became apparent that a
negotiated debt restructuring was to occur.  The ratings or
outlook could be favorably affected if the trading prospects of
the ITB fleet unexpectedly improve, such that positive earnings on
these vessels would be expected and USS was certain to maintain
compliance with the financial covenants of the Credit Facility.

U.S. Shipping Partners LP:

Downgrades:

  -- Probability of Default Rating, Downgraded to Caa3 from Caa1
  -- Corporate Family Rating, Downgraded to Caa3 from Caa1
  -- Senior Secured Bank Credit Facility, Downgraded to Caa2 from
     B3

  -- Senior Secured Regular Bond/Debenture, Downgraded to Ca from
     Caa3

Outlook Actions:

  -- Outlook, Changed To Negative From Stable

U.S. Shipping Partners L.P., based in Edison, New Jersey, is a
leading, U.S. Jones Act qualified, provider of marine
transportation of petroleum and petroleum based products.


SILVERWING ENERGY: In Breach of Demand Loan Facility Covenant
-------------------------------------------------------------
Silverwing Energy Inc. failed to maintain a positive working
capital ratio of 1:1 for its revolving demand loan facility and
non-revolving acquisition and development demand facility,
committing a breach of covenant with a Canadian bank.  

Consequently, the bank has the right to demand repayment on the
entire balance drawn on the facilities.  The company's management
has informed the bank of the covenant breach.

The revolving demand loan facility of $10.7 million bears interest
at the bank's prime rate plus 1.25%.  The non-revolving
acquisition and development demand loan facility of $0.6 million
bears interest at the bank's prime rate plus 0.5% and requires
monthly principal repayments of $45,000.  

The non-revolving acquisition and development demand loan facility
and revolving operating demand loan facility are secured by a
$50.0 million debenture with a floating charge over all fixed
assets of the company.  

These loan facilities are scheduled for review on or before
May 31, 2008.

                         Financial Results

For the three months ended March 31, 2008, the company recorded a
net loss of $1.5 million versus a net loss of $2.9 million a year
ago.  The reduction in the loss was due to an impairment to oil
and gas properties recognized  pursuant to the application of the
ceiling test during the three months ended March 31, 2007.

Silverwing opened the first quarter of 2008 with a working capital
deficiency of $14.7 million.  Changes in the quarter's working
capital involved funds from operations of $1.3 million, net
capital disposition of $0.3 million and an unrealized loss on a
risk management contract entered into during the period of $0.8
million, thereby leaving the company with a working capital
deficit of $14.0 million as at March 31, 2008.
    
The company has budgeted approximately $36 million in 2008 and
2009 to complete and tie-in or abandon a number of previously
drilled wells in the Tomahawk area along with the commencement of
the Nisku drilling opportunity.

This capital program includes a commitment to spend $7.5 million
on drilling and completion work with a third party over the next
two years.  The company intends to raise new capital to meet the
stated commitments; however, there is no certainty that the
financing activities will be successful.

At March 31, 2008, the company's balance sheet showed total assets
of $67.3 million, total liabilities of $23.1 million and total
shareholders' equity of $44.2 million.

                     About Silverwing Energy

Based in Calgary, Canada, Silverwing Energy Inc. (TSX:SVW,SVW.WT)
is a crude oil and natural gas exploration and production company.
By implementing its strategic plan in key focus areas located
throughout the Western Canadian Sedimentary Basin, Silverwing is
well positioned to achieve its growth plans for the benefit of its
shareholders.


SIX FLAGS: March 31 Balance Sheet Upside-Down by $410.6 Million
---------------------------------------------------------------
Six Flags Inc. reported on Thursday its operating results for the
first quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$2.9 billion in total assets, $2.6 billion in total liabilities,
$14.6 million in deferred income taxes, $414.8 million in
redeemable minority interests, and $285.9 million in mandatorily
redeemable preferred stock, resulting in a $410.6 million total
stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $121.3 million in total current
assets available to pay $368.7 million in total current
liabilities.

The company reported a net loss from continuing operations of  
$149.9 million as compared to a net loss from continuing
operations of $161.2 million in the prior-year quarter.  The
reduced loss reflects increased revenues and the planned reduction
of current-year operating expenses, partially offset by reduced
minority interest in losses due to the company's purchase of its
partner's interest in Six Flags Discovery Kingdom in July of last
year.  

Adjusted EBITDA for the quarter improved $15.0 million to a loss
of $53.9 million versus the prior-year quarter loss of
$68.9 million.

Commenting on the company's first quarter performance, Mark
Shapiro, president and chief executive officer of Six Flags Inc.,
said: "The improvement in our first quarter performance reflects
the increasing demand for the high quality, close to home, value
proposition Six Flags offers in this tightening economy.  With a
new attraction in every one of our theme parks, we are poised to
deliver a memorable experience for the entire family this summer."

Total revenues of $68.2 million increased 35.0% over the prior-
year quarter, while total attendance grew by 19.0% to over
1.4 million.  Attendance was positively impacted by the timing of
Easter, which shifted from the second quarter in 2007 to the first
quarter in 2008.  The first quarter historically represents up to
5.0% of the company's annual attendance.

Revenues for the first quarter also reflected increases in per
capita guest spending, which grew $4.52 to $38.95, a 13.0%
increase over the per capita guest spending of $34.44 for the
first quarter of 2007.  Guest spending increases were across the
board, reflecting higher admissions, food and beverage, rentals,
retail, games, parking and other revenues.

Revenue growth was also driven by sponsorship, licensing and other
fees, which increased $3.4 million over the prior-year period to
$11.4 million for the first quarter.  This growth, combined with
the increased guest spending, resulted in a 13.0% increase in
total revenue per capita to $47.11 in the current quarter from
$41.51 in the first quarter of 2007.

Mr. Shapiro further stated: "Our strategy is taking hold -- a
better guest experience is triggering a higher in-park spend; our
high-margin sponsorship and licensing business is healthy, and our
cost efficiency strategy is real."

As of March 31, 2008, the company had $12.7 million in
unrestricted cash and $131.0 million available on its
$275.0 million revolving credit facility.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2be7

                         About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional theme  
park company with 21 parks across the United States, Mexico and
Canada.  

                          *     *     *

As reported by the Troubled Company Reporter on April 25, 2008,
Fitch Ratings kept a 'CCC' rating on Six Flags' Senior Unsecured
Notes and Preferred Stock.  Fitch noted that the company is below
breakeven on an interest coverage basis, and leverage is around
13.8 times (x), both of which are very concerning.  However, Fitch
said, the company's liquidity has been sufficient to cover
operating costs in the off-season, invest in its parks and
continue to attempt its turnaround in 2008.  Fitch also noted that
the $300 million PIERs securities come due in April 2009 and
represent material refinancing risk.

Six Flags Inc. also continues to carry Moody's Investors Service's
Caa1 corporate family rating assigned on Nov. 9, 2007.  Outlook is
Negative.


SIX FLAGS: Commences Exchange Offer for $400MM New Senior Notes
---------------------------------------------------------------
Six Flags Inc. commenced a private offer to exchange any and all
of the notes in a private placement for new 12-1/4% Senior Notes
due July 15, 2016.  The principal amount of New Notes issued in
the exchange will not exceed $400.0 million.  

The Notes will be issued by Six Flags Operations Inc., its
subsidiary, and guaranteed by Six Flags Inc.  The Notes available
for exchange in this offer include:

   -- 8-7/8% Senior Notes due 2010 of Six Flags, Inc.;
   -- 9-3/4% Senior Notes due 2013 of Six Flags, Inc.; and
   -- 9-5.8% Senior Notes due 2014 of Six Flags, Inc.

The exchange offer was made only to qualified institutional buyers
and accredited investors inside the United States and to certain
non-U.S. investors located outside the United States.  The purpose
of this private exchange offer is to improve Six Flags' financial
flexibility by extending the maturities of its overall
indebtedness and its outstanding indebtedness with maturities in
2010.
                                                          
   a) Notes to be Exchanged: 8-7/8% Senior Notes due
2010                       
      CUSIP No.: 83001P AD1                 
      Outstanding Principal Amount: $280.30 million

   b) Notes to be Exchanged: 9-3/4% Senior Notes due
2013                     
      CUSIP No.: 83001P AF6                 
      Outstanding Principal Amount: $374.00 million

   c) Notes to be Exchanged: 9-5.8% Senior Notes due
2014                     
      CUSIP No.: 83001P AK5 and 83001P AH2                
      Outstanding Principal Amount: $464.65 million

For each $1,000 Principal Amount Exchanged:

   A) Total Consideration By the Early Tender Date:
    
      1) Principal amount of New 12-1/4%
         Senior Notes due 2016: 90% of original amount
         Acceptance Priority Level: 1

      2) Principal amount of New 12-1/4%
         Senior Notes due 2016: 70% of original amount           
         Acceptance Priority Level: 2

      3) Principal amount of New 12-1/4%
         Senior Notes due 2016: 70% of original amount          
         Acceptance Priority Level: 3

   B) Exchange Consideration After the Early Tender Date:

      1) Principal amount of New 12-1/4%
         Senior Notes due 2016: 85% of original amount
         Acceptance Priority Level: 1

      2) Principal amount of New 12-1/4%
         Senior Notes due 2016: 65% of original amount
         Acceptance Priority Level: 2

      3) Principal amount of New 12-1/4%
         Senior Notes due 2016: 65% of original amount
         Acceptance Priority Level: 3

Six Flags reserves the right, but is not obligated, to increase
the Maximum Tender Amount.  The aggregate principal amount of each
issue of Notes that are exchanged for New Notes in the exchange
offer will be determined in accordance with the Acceptance
Priority Level.

All 8-7/8% Senior Notes due 2010 will be accepted before any
9-3/4% Senior Notes due 2013 or 9-5.8% Senior Notes due 2014 are
accepted, and all 2013 Notes will be accepted before any 2014
Notes are accepted.  

After all 2010 Notes are accepted, the 2013 Notes will have
priority in acceptance and the amount of the 2013 Notes accepted
for purchase from each holder tendering such 2013 Notes will be
prorated based on the aggregate principal amount of 2013 Notes
tendered and the Maximum Tender Amount remaining.

No 2014 Notes will be accepted unless all 2013 Notes that are
tendered are accepted.  Even if 100% of the 2010 Notes are validly
tendered and not validly withdrawn the 2010 Notes will not be
subject to proration due to the size of the Maximum Tender Amount.

The exchange offer will expire at 12:00 midnight, New York City
time, on June 11, 2008, unless extended or earlier terminated.
Holders of Notes must validly tender and not validly withdraw
their Notes on or before the Early Tender Date, which is
5:00 p.m., New York City time, on May 28, 2008, unless extended,
to receive the applicable Total Consideration.

Holders of Notes who validly tender their Notes after the Early
Tender Date and on or before the Expiration Date and whose Notes
are accepted for purchase will receive the applicable Exchange
Consideration.

The consummation of the exchange offer is conditioned upon the
satisfaction or waiver of the other conditions set forth in the
private offering memorandum dated May 14, 2008, including a
requirement that the beneficial holders of approximately 50% of
the principal amount of the outstanding 2010 Notes who have agreed
to tender their 2010 Notes for exchange in the exchange offer,
shall tender such 2010 Notes in the exchange offer in accordance
with the terms of their lock-up agreement.

The New Notes will be senior unsecured obligations of Six Flags
Operations, and will be guaranteed by Six Flags.  The New Notes
will mature on July 15, 2016, and will bear interest at a rate per
annum equal to 12-1/4%.

Interest on the New Notes will be payable on January 15 and July
15 of each year, beginning on Jan. 15, 2009.  The New Notes have
not been and will not be registered under the Securities Act or
any state securities laws, may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements, and will therefore be subject to
substantial restrictions on transfer.

Six Flags' and Six Flags Operations' obligations to accept any
Notes tendered and to pay the applicable consideration for them
are set forth solely in the Offering Memorandum relating to the
exchange offer and the accompanying Letter of Transmittal.

Documents relating to the exchange offer will only be distributed
to holders of Notes who complete and return a letter of
eligibility confirming that they are within the category of
eligible holders for this private offer.  Holders who desire a
copy of the eligibility letter may contact Mackenzie Partners
Inc., the information agent for the exchange offer, at (800) 322-
2885.

                        About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional theme    
park company with 21 parks across the United States, Mexico and
Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.945 billion in total assets, $2.497 billion in total
liabilities, $415 million in redeemable minority interests, and
$285 million in mandatorily redeemable preferred stock, resulting
in a $252 million total stockholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on April 25, 2008,
Fitch Ratings kept a 'CCC' rating on Six Flags' Senior Unsecured
Notes and Preferred Stock.  Fitch noted that the company is below
break-even on an interest coverage basis, and leverage is around
13.8 times (x), both of which are very concerning.  However, Fitch
said, the company's liquidity has been sufficient to cover
operating costs in the off-season, invest in its parks and
continue to attempt its turnaround in 2008.  Fitch also noted that
the $300 million PIERs securities come due in April 2009 and
represent material refinancing risk.

Six Flags Inc. also continues to carry Moody's Investors Service's
Caa1 corporate family rating assigned on Nov. 9, 2007.  Outlook is
Negative.


SKYBUS AIRLINES: Sec. 341 Creditors Meeting Set Today
-----------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
creditors in the Chapter 11 case of Skybus Airlines, Inc., on May
15 at 10:00 a.m.  The meeting will be held at J. Caleb Boggs
Federal Building, 2nd Floor, Room 2112, in Wilmington, Delaware.

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.

William K. Harrington, Esq., represents the U.S. Trustee in the
Debtors' cases.

The U.S. Trustee may be reached at:

     United States Department of Justice
     Office of the United States Trustee
     District of Delaware
     J. Caleb Boggs Federal Building
     844 King Street, Suite 2207, Lockbox 35
     Wilmington, Delaware 19801
     Tel: (302) 573-6491
     Fax: (302) 573-6497

                    About Skybus Airlines

Headquartered in Columbus, Ohio, Skybus Airlines, Inc., --
http://www.skybus.com/-- operates a domestic airline and had
destinations in 15 cities in the United States.  On April 4, 2008,
it ceased its flights opeartions and grounded all of its
acircrafts.  The company filed for Chapter 11 protection on April
5, 2008 (Bankr. D. Del. Case No.08-10637).   Adam G. Landis, Esq.,
and Matthew B. McGuire, Esq., at Landis Rath & Cobb LLP, represent
the Debtor in its restructuring efforts.  The U.S. Trustee for
Region 3 appointed an Official Committee of Unsecured Creditors in
this case.  David B. Stratton, Esq., at Pepper Hamilton LLP,
represents the Committee.  When the Debtor filed for protection
against its creditors, it listed assets between $100 million and
$500 million and debts between $10 million and $100 million.


SKYBUS AIRLINES: Seeks to Employ Smith Gambrell as Lead Counsel
---------------------------------------------------------------
Skybus Airlines, Inc., will appear today before the Hon.
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to seek authority to employ Smith, Gambrell &
Russell, LLP, as their general bankruptcy counsel.

As counsel, Smith Gambrell will:

   -- advise the Debtor including, but not limited to, the rights,
      duties, obligations and remedies of the Debtor as debtor-in-
      possession, both with regard to its assets and with respect
      to the claims of its creditors;

   -- conduct examinations of witnesses, claimants or adverse
      parties, and prepare and assist in the preparation of
      pleadings, exhibits, applications reports,  accountings ,
      schedules and other administration of the chapter 11  
      proceedings;

   -- perform legal services necessary to the Debtor's bankruptcy
      case including, but not limited to, institution and
      prosecution of legal proceedings, advice regarding debt
      restructuring and general legal advice and assistance
      related to the Chapter 11 case;

   -- advise the Debtor concerning a Chapter 11 plan; and

   -- take any and all other actions necessary for the proper
      preservation and administration of the Debtor's Chapter 11
      estate, including, but not limited to, general advice and
      counsel in connection with its ongoing business operations.

Ronald E. Barab, Esq., a partner at Smith Gambrell, attests that
his firm does not represent any interest adverse to the Debtor or
its estate in matters upon which the firm is to be engaged and is,
therefore, "disinterested" within the meaning of Sections 101(14),
327(a) and 1l07(b) of the Bankruptcy Code.

Mr. Barab relates that for the past eight years in a wide range of
legal matters, the Firm has been engaged in the general
representation of Skybus Airlines, and over the past 12 months,
the Firm has billed the Debtor $712,622 in the aggregate for fees
for professional services rendered and expenses incurred.  The
amount has been paid in full and in accordance with invoice terms.

In addition to those payments, Mr. Barab says, the Debtor paid the
Firm, immediately prior to the bankruptcy filing, $400,000 -- of
which $89,551 was applied to payment of the then current
outstanding invoice, and $40,000 was applied to payment of fees
incurred in the preparation of the case, and the remainder of
which is being held as a deposit to secure payment of fees and
expenses incurred.

To contact Smith Gambrell:

     Ronald E. Barab, Esq.
     Brian P. Hall, Esq.
     Jessica A. Rissmiller, Esq.
     SMITH GAMBRELL & RUSSELL, LLP
     Promenade II, Suite 3100
     1230 Peachtree Street N.
     Atlanta, GA 30309
     Tel: (404) 815-3500
     Fax: (404) 815-3509

                    About Skybus Airlines

Headquartered in Columbus, Ohio, Skybus Airlines, Inc. --
http://www.skybus.com/-- operates a domestic airline and had
destinations in 15 cities in the United States.  On April 4, 2008,
it ceased its flights opeartions and grounded all of its
acircrafts.  The company filed for Chapter 11 protection on April
5, 2008 (Bankr. D. Del. Case No.08-10637).   Adam G. Landis, Esq.,
and Matthew B. McGuire, Esq., at Landis Rath & Cobb LLP, represent
the Debtor in its restructuring efforts.  The U.S. Trustee for
Region 3 appointed an Official Committee of Unsecured Creditors in
this case.  David B. Stratton, Esq., at Pepper Hamilton LLP,
represents the Committee.  When the Debtor filed for protection
against its creditors, it listed assets between $100 million and
$500 million and debts between $10 million and $100 million.


SKYBUS AIRLINES: Can Employ Landis Roth as Local Counsel
--------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Skybus Airlines, Inc., to
employ Landis Roth & Cobb LLP as its Delaware counsel.

Adam G. Landis, Esq., a partner at Landis Roth; Matthew B.
McGuire, Esq., and Mona A. Parikh, Esq., associates at the firm
will primarily provide representation to the Debtor.  Mr. Landis
will be paid $550 per hour; Mr. McGuire will get $335 an hour; and
Ms. Parikh will receive $240 an hour.

Before its bankruptcy filing, the Debtor gave Landis Roth a
$100,000 retainer to secure the payment of fees for legal services
rendered and expenses incurred by the firm prior to the Petition
Date and, to the extent of any unused portion of the Retainer, to
secure the payment of the firm's fees and expenses incurred in the
chapter 11 case.

Adam G. Landis, Esq., attests that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

To contact Landis Roth:

     Adam G. Landis, Esq.
     Matthew B. McGuire, Esq.
     Landis Rath & Cobb LLP
     919 Market Street
     Suite 600
     Wilmington, DE 19801
     Tel: 302-467-4400
     Fax: 302-467-4450

                    About Skybus Airlines

Headquartered in Columbus, Ohio, Skybus Airlines, Inc. --
http://www.skybus.com/-- operates a domestic airline and had
destinations in 15 cities in the United States.  On April 4, 2008,
it ceased its flights opeartions and grounded all of its
acircrafts.  The company filed for Chapter 11 protection on April
5, 2008 (Bankr. D. Del. Case No.08-10637).   Adam G. Landis, Esq.,
and Matthew B. McGuire, Esq., at Landis Rath & Cobb LLP, represent
the Debtor in its restructuring efforts.  The U.S. Trustee for
Region 3 appointed an Official Committee of Unsecured Creditors in
this case.  David B. Stratton, Esq., at Pepper Hamilton LLP,
represents the Committee.  When the Debtor filed for protection
against its creditors, it listed assets between $100 million and
$500 million and debts between $10 million and $100 million.


SOLUTIA INC: Earns $1.4 Billion in First Quarter 2008
-----------------------------------------------------
Solutia Inc. reported net sales of $985 million for the first
quarter of 2008, a 40% increase over net sales of $702 million
for the same period in 2007.  Approximately 29% of this increase
is attributable to the consolidation of Flexsys sales beginning
on May 1, 2007, following Solutia's acquisition of the remaining
50% share of its former joint venture.  On a pro-forma basis,
adjusting 2007 first quarter sales to include Flexsys, sales
increased 14% over the prior year.

Solutia had consolidated net income of $1.4 billion for the first
quarter 2008 compared to a loss of $8 million for the same period
in 2007.  Solutia's results were impacted by reorganization items
and certain gains of $1.4 billion after-tax and and losses of
$23 million after-tax in 2008 and 2007 respectively.  After
consideration of these special items in both periods, income was
down $11 million from $15 million in the first quarter of 2007 to
$4 million in the first quarter of 2008.  This decline was the
result of a higher percentage of the company's pre-tax earnings
from foreign jurisdictions subject to income tax, higher interest
costs and increased depreciation and amortization expense.

"Despite softness in U.S. automotive and housing markets, our
first quarter results reflect strong volume gains across most
businesses which demonstrates the improved geographic and end use
diversity of the company's portfolio," commented Jeffry Quinn,
chairman, president and chief executive officer of Solutia Inc.  
"While selling prices trailed raw material cost increases in the
quarter, in particular in the Integrated Nylon segment, this was
not unexpected given the increasing cost profile across the
quarter.  We are off to a solid start in 2008, and are focused on
getting selling prices up over the coming quarters."

                      Fresh Start Accounting

Upon emergence from chapter 11 reorganization, Solutia adopted
fresh-start accounting, as required by generally accepted
accounting principles.  This resulted in the company having a new
capital structure, a new basis in identifiable assets and
liabilities and no retained earnings or accumulated losses as of
March 1, 2008.  Accordingly, the company's financial information
shown for periods prior to March 1, 2008 is not comparable to
consolidated financial statements presented on or after March 1,
2008.  However, for the readers' convenience the current year
results of operations for these two periods of the Predecessor and
the Successor have been combined in this news release.  

As a result of the increased asset values through the application
of fresh-start accounting and the implementation of new stock
based incentive plans at emergence, 2008 operating earnings
include an additional $3 million of non-cash expenses consisting
of $2 million additional depreciation and amortization expense and
stock compensation expense of $1 million.  In addition, reported
profitability in all segments was adversely affected by charges
resulting from the step-up in basis of the company's inventory in
accordance with fresh start accounting in the aggregate amount of
$25 million.

As of March 31, 2008, the Successor company had total assets of
$4.7 billion, total liabilities of $3.7 billion and total
stockholders' equity of $1.0 billion.

A full-text copy of the company's first quarter results is
available for free at http://ResearchArchives.com/t/s?2be4

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,   
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 125; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


STANDARD PACIFIC: Barclays Global et al. Declares 10.87% Stake
--------------------------------------------------------------
Barclays Global Investors, NA, Barclays Global Fund Advisors, and
Barclays Global Investors, Ltd., beneficially own an aggregate of
7,925,897 shares or 10.87% interest in Standard Pacific Corp.
common stock.

Barclays Global Investors, NA, owns 1,617,516 shares or 2.22% in
Standard Pacific.  Barclays Global Fund Advisors owns 6,241,775
shares or 8.56% interest in the company.  Barclays Global
Investors Ltd. owns 66,606 shares or 0.09% in the company.

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- operates in     
many of the largest housing markets in the country with operations
in major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage, Universal Land Title of South Florida and
SPH Title.  

                          *     *     *

As reported in Troubled Company Reporter on May 14, 2008, Standard
Pacific Corp. obtained preliminary consent from its bank group,
subject to the group's receipt, review and execution of final
documentation, to further extend the waiver until Aug. 14, 2008,
and to expand the waiver's scope.  

The company related that it was not in compliance with the
consolidated tangible net worth and leverage covenants contained
in its revolving credit facility, $100 million Term Loan A and
$225 million Term Loan B as of March 31, 2008.  

As reported in the Troubled company Reporter on Feb. 19, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B+' from 'BB-'.  Additionally, S&P lowered its rating on the
company's senior subordinated debt to 'B-' from 'B'.  The outlook
remains negative.


STANDARD PACIFIC: Elevated Debt Prompts Moody's to Chip Ratings
---------------------------------------------------------------
Moody's lowered the ratings of Standard Pacific Corp., including
its corporate family rating to B2 from B1, its senior unsecured
notes to B2 from B1, and its senior subordinated notes to Caa1
from B3.  The SGL-3 liquidity assessment was affirmed.  The
ratings outlook is negative.

The downgrades were prompted by the company's elevated debt
leverage and lingering uncertainty over the ultimate resolution
with its banking group of its covenant breaches.  Moody's
anticipates that any resolution would likely result, at a minimum,
in a downsizing and securing of the revolver and increased
interest expense, thereby reducing financial flexibility going
forward.  In addition, the company's relatively large joint
venture exposure, while reduced, remains a continuing risk.

The ratings acknowledge that the company continues to generate
healthy positive cash flow, thus enabling it to augment liquidity,
meet debt service requirements for 2008, and to prefund some of
the 2009 debt maturities.

The negative outlook reflects Moody's expectation that Standard
Pacific's credit metrics may continue to erode as homebuilding
industry conditions are expected to remain challenging throughout
2008, with any recovery in 2009 likely to be sluggish, thus
prolonging underperformance until early in the next decade.

Going forward, the ratings outlook could stabilize if the company
were to continue to grow its free cash flow and use the cash to
build additional liquidity, pay down maturing debt and reduce its
joint venture exposure.

The ratings could come under additional pressure if the company
were to have difficulty obtaining permanent covenant relief; if
cash flow on a trailing twelve month basis were to turn negative;
or if projected debt leverage were to exceed 70% on a sustained
basis.

These rating actions were taken:

  -- Corporate family rating downgraded to B2 from B1;
  -- Probability of default rating downgraded to B2 from B1;
  -- Senior unsecured debt ratings downgraded to B2 (LGD4, 53%)
     from B1 (LGD3, 48%).

  -- Senior subordinated debt ratings downgraded to Caa1
     (LGD6, 93%) from B3 (LGD6, 94%);

  -- SGL-3 assessment affirmed.

Headquartered in Irvine, California and begun in 1966, Standard
Pacific Corp. constructs and sells single-family attached and
detached homes, with homebuilding operations located in
California, Texas, Arizona, Colorado, Florida, North and South
Carolina, and Nevada.  Homebuilding revenues and net income for
2007 were approximately $2.6 billion and $(767) million,
respectively.


TEKNI-PLEX INC: March 28 Balance Sheet Upside-Down by $427 Million
------------------------------------------------------------------
Tekni-Plex Inc.'s consolidated balance sheet at March 28, 2008,
showed $620.1 million in total assets and $1.05 billion in total
liabilities, resulting in a $427.0 million total stockholders'
deficit.

At March 28, 2008, the company's consolidated balance sheet also
showed strained liquidity with $273.8 million in total current
assets available to pay $940.2 million in total current
liabilities.

The company reported a net loss of $27.4 million for the third
quarter ended March 28, 2008, compared with a net loss of
$12.2 million in the corresponding period ended March 30, 2007.

Net sales decreased to $204.0 million in the third quarter of
fiscal 2008 from $211.7 million the same period last year,
representing a 3.6% decrease.  

Net sales in the company's Packaging segment grew 6.5% to
$115.5 million in the most recent quarter from $108.4 million in
the comparable period of fiscal 2007 primarily due to higher
prices for its packaging products.  

Net sales in the company's Tubing Products segment decreased 19.5%
to $49.2 million in fiscal 2008 from $61.2 million in fiscal 2007,
due to a 29.0% decrease in sales volume measured in pounds,
reflecting both generally soft market demand for the company's
garden hose products, as well as a reduction in the company's
market share.  

Other net sales decreased by 6.7% to $39.3 million in fiscal 2008
compared to $42.1 million in the previous year due to a 17.4%
decline in volume.

The company generated an operating profit of $1.8 million in
fiscal 2008 compared with $17.2 million in fiscal 2007.  Operating
profit declined to 0.9% of net sales in the most recent period
compared with 8.1% of net sales in the comparable period of last
year.

Interest expense decreased to $26.6 million in fiscal 2008 from
$27.8 million in fiscal 2007.

Loss before income taxes was $26.0 million for fiscal 2008
compared to loss of $10.3 million for fiscal 2007.

Income tax expense was $1.4 million for fiscal 2008 compared to
$1.8 million for fiscal 2007.

                     Restructuring Agreement

The company disclosed that as a result of weaker than anticipated
operating results and increased raw material prices, Tekni-Plex
has recently been generating less cash flow than it needs to meet
its debt service obligations.  On Dec. 17, 2007, Tekni-Plex did
not make the $20.1 million interest payment due that day on its
12 3/4% Senior Subordinated Notes due 2010.  

On April 11, 2008, Tekni-Plex entered into a restructuring
agreement pursuant to which the company and its domestic
subsidiaries, its lenders and noteholders, agreed to negotiate,
document and consummate certain transactions to restructure the
company.  

The terms of the restructuring include, among other things, that
(i) the senior subordinated notes held by noteholders consenting
to the restructuring will be exchanged for 100.0% of the common
stock in reorganized Tekni-Plex (the new common stock), subject to
dilution by a management incentive plan and exercise of the
warrants to purchase new common stock, (ii) the company's Series A
preferred stock will be exchanged or redeemed for warrants to
purchase new common stock  and (iii) the company's existing common
stock will be cancelled, redeemed or purchased, and each holder
thereof will receive its pro rata share of a cash distribution of
$250,000.

Upon the consummation of the restructuring, the company's amended
and restated credit agreement dated Feb. 14, 2008, among the
company, the lenders and issuers party thereto, Citicorp USA,
Inc., as Administrative Agent, and General Electric Capital
Corporation, as Syndication Agent, will provide for an increase in
the maximum availability under that credit facility from
$95.0 million to $110.0 million.  

The obligation of each party to the restructuring agreement to
consummate the restructuring expires on June 2, 2008, as last
extended.

                       Possible Bankruptcy

The company disclosed that if it is unable to consummate the
restructuring, or unable timely to consummate, the restructuring
as set out above or otherwise prevent the aforementioned events of
default, it would likely need to seek to restructure under Chapter
11 of the U.S. Bankruptcy Code.

                  Principal Sources of Liquidity

Cash generated from operations plus funds available under the
company's asset backed facility are Tekni-Plex's principal sources
of liquidity to help it to meet its debt service needs, operating
needs, and capital expenditures.

As of May 8, 2008, the company had an outstanding balance of
$55.0 million under its $95.0 million asset backed credit
facility.  Availability under this facility is reduced by
$10.9 million of letters of credit primarily related to the
company's workmen's compensation insurance programs.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 28, 2008, are available for
free at http://researcharchives.com/t/s?2bdc

                      About Tekni-Plex Inc.

Headquartered in Coppell, Texas, Tekni-Plex Inc. --
http://www.tekni-plex.com/-- manufactures packaging, packaging   
products and materials as well as tubing products.  The company
primarily serves the food, healthcare and consumer markets.  It
has built leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.

                           *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service downgraded the Corporate Family Rating
of Tekni-Plex Inc. to Caa3 from Caa1.


THERMAL NORTH: S&P Withdraws 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit rating and 'BB' rating on all of Thermal North America
Inc.'s secured debt.  There is currently no rated debt at the
company.


TRIGEM COMPUTER: US Court Dismisses Claims Against Toshiba
----------------------------------------------------------
Judge Thomas B. Donovan of the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, dismissed
all claims asserted by Il-Hwan Park, foreign representative for
TriGem Computer, Inc., against Toshiba Corporation in the
Adversary Proceeding.

Judge Donovan had approved a settlement agreement between
the Foreign Representative and Toshiba on April 11, 2008.  
Pursuant to the Settlement, after the order approving the
Settlement becomes a final order, TriGem will dismiss with
prejudice all claims against Toshiba, and each party will bear
its own costs.  The dismissal of the Toshiba claims will not
affect the enforcement of the terms of the Settlement Agreement
against Toshiba, and the Court will retain jurisdiction to
enforce the terms of the Settlement.

The Foreign Representative commenced the Adversary Proceeding
against Toshiba, David Packard and John E. Hock to seek permanent
injunction of the continuation of a prepetition lawsuit initiated
by Toshiba and Messrs. Packard and Hock against TriGem.  The
prepetition lawsuit, filed in the U.S. District Court for the
Central District of California, accused TriGem of allegedly
infringing several of Toshiba's patents.

               Status Report on Packard & Hock Issue

In a joint status report, the Foreign Representative and Thomas
H. Prouty, Esq., at Ross, Dixon & Bell LLP, in Irvine,
California, counsel for Messrs. Packard and Hock, informed the
Court that all parties to the Adversary Proceeding have been
served with pleadings.  All parties have filed and served answers
to the complaint and counter-complaints.

The Foreign Representative and Mr. Prouty also said that they
have met and conferred in compliance with Local Rule 7026-1.  The
parties were able to tackle and preliminarily agree on some
issues.  However, not all motions addressed to the pleading in
the Adversary Proceeding have been resolved, the parties noted.

According to Mr. Prouty, Messrs. Packard and Hock have undertaken
to deliver to the Foreign Representative an initial draft of a
settlement agreement no later than May 19, 2008.

The Foreign Representative and Mr. Prouty further said that they
have not requested the Court to schedule any pre-trial conference
because they believe that the Adversary Proceeding will either be
settled through negotiations or be resolved by summary judgment
of the Court.  If the settlement fails and the Foreign
Representative's summary judgment motion is denied, the parties
said they will confer whether they will resolve their disputes
through a trial.

Charles D. Axelrod, Esq., at Stutman Treister & Glatt, PC, in Los
Angeles, California, serves as the Foreign Representative's
counsel.

                      About TriGem Computer

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year
to clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod,
Esq., at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.

TriGem America Corporation, an affiliate of the Debtor, filed
for chapter 11 protection on June 3, 2005 (Bankr. C.D. Calif.
Case No. 05-13972).  TriGem Texas, Inc., another affiliate of
the Debtor, also filed for  chapter 11 protection on June 8,
2005 (Bankr. C.D. Calif. Case No. 05-14047).

On Sept. 13, 2007, TriGem filed Draft Plan Amendments in Korea and
on September 20 filed a Final Plan Amendment.  The Korean Court
confirmed Trigem's Amended Plan on Oct. 4, 2007.  (TriGem
Bankruptcy News, Issue No. 16 Bankruptcy Creditors' Service, Inc.,
215/945-7000).


TRONOX WORLDWIDE: Fitch Downgrades Senior Unsec. Notes to 'B/RR4'  
-----------------------------------------------------------------
Fitch Ratings has downgraded Tronox Worldwide LLC's (Tronox) $350
million senior unsecured notes due 2012 to 'B/RR4' from 'B+/RR3'.
The Rating Outlook is revised to Negative from Stable. In
addition, Fitch has affirmed Tronox's Issuer Default Rating (IDR)
and its ratings on the senior secured bank facilities. Fitch rates
Tronox as:

   -- IDR at 'B';

   -- $250 million senior secured bank revolver at 'BB/RR1';

   -- $125 million (at March 31, 2008) senior secured term loan
      at 'BB'/RR1';

   -- $350 million senior unsecured at 'B'/RR4'.

The Rating Outlook is Negative.

Tronox Worldwide LLC and Tronox Finance Corp. are co-issuers of
the senior unsecured notes.

The downgrade of the senior unsecured notes reflects Fitch's view
that environmental claims would reduce the recovery for senior
unsecured creditors in a distressed scenario.

The ratings reflect Tronox's market position (12% of world market,
third largest producer), geographic reach, and strong customer
retention. Growth rate projections for titanium dioxide (TiO2) are
modest and tend to track gross domestic product, and competition
tends to be on price. In recent periods, margins have been
squeezed for TiO2 producers and relief is not expected in the
current year.

Tronox's availability under the $250 million revolver is
constrained by the leverage covenant at March 31, 2008, $92
million was available. The maximum leverage covenant level
increases on June 30 but availability will depend on inventory
conversion and latest 12 months (LTM) earnings. Debt-to-adjusted
EBITDA was 3.43 times (x) at Dec. 31, 2007 and the company has
obtained covenant relief from its lenders. First quarter 2008
figures show a decline in earnings from the first quarter of 2007
and $43 million in borrowings under the revolver resulting in
Debt-to-LTM adjusted EBITDA of 3.78x. Management has scaled back
its capital budget from $65 million to $51 million and intensified
its cost cutting efforts. Environmental spend budget has been
reduced by an additional $10 million and SG&A costs are to be
further reduced by $5 million.

Fitch expects Tronox to be marginally cash flow positive during
the next 12-18 months with the expectation of a continuation of
anemic growth and profitability.

Tronox is one of the leading global producers and marketers of
titanium dioxide. In addition, Tronox produces electrolytic
manganese dioxide, sodium chlorate and boron-based and other
specialty chemicals. The company generated Operating EBITDA of
$106.2 million on $1.4 billion in sales in 2007.

Tronox operates five titanium dioxide facilities in North America,
Europe and Australia:

   -- Hamilton, Mississippi, U.S.
   -- Savannah, Georgia, U.S.
   -- Botlek, Netherlands
   -- Uerdingen, Germany
   -- Kwinana, Australia  


TROPICANA ENTERTAINMENT: Gets $100MM Funding Offer from Onex Corp.
------------------------------------------------------------------
Onex Corp. is purportedly interested in extending a $100 million
financing for Tropicana Entertainment LLC's operations, The Wall
Street Journal reported.

Canada-based Onex made an appearance in the first courtroom
hearing of the Tropicana bankruptcy case in the U.S. Bankruptcy
Court for the District of Delaware, according to the Journal's Peg
Brickley.  Onex attorney Bruce Bennett told the Court that
Tropicana ignored Onex's expression of interest in providing
financing to the troubled casino company.

Tropicana admitted receipt of several funding offers, but noted
that it favored a loan commitment of up to $67 million from
Silver Point Capital LP, the Journal related.  

Tropicana filed for bankruptcy on May 5, 2008.  The company is
currently pursuing a restructuring of its business as a going
concern.  Citing the current state of the real estate market,
Tropicana President Scott Butera told the Journal, "[t]his is the
wrong time in the economy to be a seller."

U.S. Bankruptcy Judge Carey for the District of Delaware has
authorized Tropicana to utilize, on an interim basis, up to
$20,000,000 from Silver Point.  The Court, however, has urged the
company to hear out Onex's offer before it seeks for final
approval of the Silver Point Loan, the Journal related.

                      Organizational Meeting

The U.S. Trustee in the Debtors' Chapter 11 cases held an
organization meeting on May 14, 2008, at The Double Tree Hotel in
Wilmington, Delaware.  The meeting was held for the purpose of
forming an official committee of unsecured creditors in the
Chapter 11 cases of Tropicana Entertainment, LLC, and its 33
debtor affiliates.

                About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of   
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP and Mark D.
Collins, Esq. at Richards Layton & Finger represent the Debtors in
their restructuring efforts. Their financial advisor is Lazard
Ltd. Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC. The Debtors' consolidated financial condition as
of Feb. 29, 2008, showed $2,845,847,596 in total assets and
$2,429,890,642 in total debts.

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


TROPICANA ENTERTAINMENT: Taps Richards Layton as Bankr. Co-Counsel
------------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards Layton & Finger P.A. as their
bankruptcy co-counsel, nunc pro tunc to May 5, 2008.

The firm has extensive experience and knowledge in the field of
debtors' and creditors' rights, business reorganizations and
liquidations under Chapter 11, William J. Yung, III, Tropicana
Entertainment's chief executive officer, tells the Court.

Richards Layton will:

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

   (b) take all necessary action to protect and preserve the
       Debtors' estates;

   (c) prepare, on behalf of the Debtors, all necessary motions,
       applications, answers, orders, reports and papers in
       connection with the administration of the Debtors'
       estates;

   (d) pursue approval of confirmation of a plan of
       reorganization and approval of the corresponding
       solicitation procedures and disclosure statement; and

   (e) perform all other necessary legal services in connection
       with the Debtors' Chapter 11 cases.

Mr. Yung informs the Court that Richards Layton has discussed
with Kirkland & Ellis, the Debtors' proposed counsel, a division
of responsibilities regarding representation of the Debtors; and
has made every effort to avoid or minimize duplication of
services in the Debtors' Chapter 11 cases.

The Debtors will pay the firm its customary hourly rates in
effect from time to time.  The current standard hourly rates of
the Richard Layton principal professionals and paraprofessionals
designated to represent the Debtors are:

     Professional               Hourly Rate
     ------------               -----------
     Mark D. Collins               $560
     Daniel J. DeFranceschi        $500
     Paul N. Heath                 $400
     Lee E. Kaufman                $235
     Ann Jerominski                $175

The Debtors paid the firm a total retainer of $200,000 in
connection with and in contemplation of their Chapter 11 filings.  
The Debtors propose that the retainer amount paid to Richards
Layton and not expended for services prior to bankruptcy filing
and disbursements be treated as an evergreen retainer to be held
by the firm as security throughout the Debtors' Chapter 11 cases
until the firm's fees and expenses are awarded by final order.

Mark D. Collins, Esq., a director at Richards Layton, tells the
Court that his firm has in the past represented, represents, in
matters unrelated to the Debtors' Chapter 11 cases, certain
potential parties in interest, including:

    -- Tropicana Entertainment Holdings, LLC,
    -- Tropicana Casinos and Resorts, Inc., and affiliates,
    -- certain affiliates of Tahoe Horizon LLC,
    -- Bank of America and certain affiliates,
    -- Barclays Bank PLC and certain affiliates,
    -- Citibank, N.A.,
    -- Deutsche Bank and certain affiliates,
    -- Lazard Freres & Co., LLC,
    -- U.S. Bank National Association, and
    -- certain affiliates of Bally Gaming Systems.

The firm also represents Wilmington Trust Company in a number of
corporate, business trust and general litigation matters that are
wholly unrelated to the Debtors' Chapter 11 cases, Mr. Collins
discloses.  Richards Layton will not represent WTC in connection
with debentures or in any other respect in the Debtors'
bankruptcy cases, he assures the Court.

Richards Layton does not hold or represent any interest adverse
to the Debtors' estates, Mr. Collins asserts.  The firm is a
disinterested person, as the term is defined in Section 101(14)
of the Bankruptcy Code, he maintains.

                About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of   
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP and Mark D.
Collins, Esq. at Richards Layton & Finger represent the Debtors in
their restructuring efforts. Their financial advisor is Lazard
Ltd. Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC. The Debtors' consolidated financial condition as
of Feb. 29, 2008, showed $2,845,847,596 in total assets and
$2,429,890,642 in total debts.

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


TRUMP ENTERTAINMENT: Posts $18.6 Million Net Loss in 2008 1st Qtr.
------------------------------------------------------------------
Trump Entertainment Resorts, Inc. reported on Thursday its results
for the three months ended March 31, 2008, and other related news.

The company reported a net loss of $18.6 million for the first
quarter ended March 31, 2008, compared with a net loss of
$8.1 million in the corresponding peiord last year.

In making the announcement, Mark Juliano, chief executive officer
of the company, said, "Our operating results for the first quarter
of 2008 show signs of progress being made through our operating
plan, while also pointing to the remaining areas where we must
improve our business.  

"While our results are difficult to compare to 2007 due to the
changing competitive landscape in Pennsylvania last year, I
believe that we are well on our way towards implementing most of
the necessary changes to our business as we prepare to open the
new Chairman Tower at the Taj Mahal in September.  Furthermore, we
are also implementing new strategies to contain additional costs,
attract new customers and expand our market share.

"January results constituted, by far, the most significant portion
of the unfavorable year-over-year comparison as a result of the
late-January 2007 opening of a new slot parlor in Pennsylvania.
Therefore, the effects of the full array of competition available
in Pennsylvania were not reflected in our comparisons until
February 2008.  In February and March, our gaming revenues were
generally in line with our expectations."

Net revenues were impacted by increased competition from new
gaming facilities in Pennsylvania and New York, the partial
smoking ban in Atlantic City effective on April 15, 2007, and the
general weakening of the economy.  Primarily as a result of these
items, net revenues for the quarter ended March 31, 2008 decreased
$6.7 million, or 2.9%, principally due to a decrease in gaming
revenue of $6.1 million, or 2.5% from first quarter 2007 levels.

Income from operations for the quarter ended March 31, 2008,
decreased $12.1 million to $7.5 million and EBITDA decreased
$10.3 million to $24.6 million from first quarter 2007 levels.  

The company also disclosed that revenue management initiatives
continued to produce positive results as, for the quarter, hotel
occupancy improved to 86.0% from 82.0%, revenue per available room
(RevPAR) increased 7.6% to $75.77, and cash room revenue increased
6.9% to $7.5 million.

Cost savings initiatives continued to produce positive results at
the corporate level, while property payroll and related costs
increased $600,000 due to regular increases in health benefits
and, to a lesser extent, annual pay raises.  The company believes
that the majority of the available areas for payroll and benefit
cost savings have previously been identified and executed, and
resulted in $15.0 million in annualized savings during 2007.

The company said that the new Taj Mahal hotel tower, The Chairman
Tower, remains on schedule and budget.  The $255.0 million project
is expected to begin a phased opening by Labor Day 2008, and be
completed by the conclusion of the year.

The company said it also plans to re-open the East Tower casino at
the Plaza in June, where there will be 12 electronic poker games,
the first in the Atlantic City market, and 11 blackjack tables,
both offering a new product for low-limit table game players at
limited cost.

                   Corporate & Other Expenses
                 
Corporate costs decreased $1.1 million for the quarter, primarily
due to lower payroll and related costs, as well as decreased
consulting fees and stock-based compensation.  These items were
partially offset by an increase in legal fees.

                        Capital Structure

The company reported that as of March 31, 2008, it had cash of
$125.6 million excluding $9.7 million of cash restricted in use
primarily to fund construction of the new hotel tower at the Trump
Taj Mahal.  

Total debt had increased by $3.7 million since Dec. 31, 2007, to
$1.6 billion at March 31, 2008.  Capital expenditures for the
quarter ended March 31, 2008, were approximately $51.0 million,
consisting of $5.0 million maintenance capital, $7.0 million
renovation capital and $39.0 million for the Chairman Tower at
Trump Taj Mahal.  Capitalized interest during the first quarter of
2008 was $2.4 million compared to $800,000 during the first  
quarter of 2007.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$2.2 billion in total assets, $1.9 billion in total liabilities,
$59.2 million in minority interest, and $208.3 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?2be9

                    About Trump Entertainment

Trump Entertainment Resorts Inc. (Nasdaq: TRMP) --
http://www.trumpcasinos/-- owns and operates three casino resort  
properties: Trump Taj Mahal Casino Resort and Trump Plaza Hotel
and Casino, located on the Boardwalk in Atlantic City, New Jersey,
and Trump Marina Hotel Casino, located in Atlantic City's Marina
District.  

                         *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% Senior Secured Notes due
2015 holds Moody's Investors Service's Caa1 rating and Standard &
Poor's Ratings Service's B rating.


UAP HOLDING: Completes Acquisition Agreement with Agrium Inc.
-------------------------------------------------------------
Agrium Inc. has completed its acquisition of UAP Holding Corp. at
a price of $39.00 per share in cash.  The tender offer expired at
12:00 midnight, New York City time, on May 2, 2008.
     
Pursuant to the merger agreement, dated Dec. 2, 2007, between
Agrium, UAP and Utah Acquisition Co., an indirect subsidiary of
Agrium, Utah Acquisition has been merged with and into UAP, with
UAP continuing as the surviving corporation and an indirect
subsidiary of Agrium.

The merger of UAP with Utah Acquisition follows the completion of
the tender offer by Agrium U.S. Inc., an indirect subsidiary of
Agrium, for all of the issued and outstanding shares of common
stock of UAP.  

As a result of the merger, each share of common stock of UAP
issued and outstanding immediately prior to the effective time of
the merger has been converted into the right to receive the same
$39.00 in cash per share, without interest and less any required
withholding taxes, that was paid in the tender offer.
     
With the completion of the merger, UAP's shares of common stock
will cease to be traded on the NASDAQ Global Select Market.

                        About Agrium Inc.

Headquartered in Alberta, Canada, Agrium Inc. (TSX and NYSE: AGU)
-- http://www.agrium.com/-- is a retail supplier of agricultural  
products and services in both North and South America and a
producer and marketer of agricultural nutrients and industrial
products.  Agrium produces and markets three primary groups of
nutrients: nitrogen, phosphate and potash well as controlled
release fertilizers and micronutrients.  Agrium's strategy is to
grow through incremental expansion of its existing operations and
acquisitions well as the development, commercialization and
marketing of new products and international opportunities.

                           About UAP

Headquartered in Greeley, Colorado, UAP Holding Corp.
(NASDAQ:UAPH) -- http://www.uap.com/-- is the holding company of   
UAP Inc., an independent distributor of agricultural and non-crop
products in the United States and Canada.  UAP Inc. markets a
comprehensive line of products, including chemicals, fertilizer,
and seed to farmers, commercial growers, and regional dealers.  
UAP also provides a broad array of value added services, including
crop management, biotechnology advisory services, custom
fertilizer blending, seed treatment, inventory management, and
custom applications of crop inputs.  UAP Products maintains a
comprehensive network of approximately 370 distribution and
storage facilities and three formulation plants, strategically
located in major crop-producing areas throughout the United States
and Canada.


UAP HOLDING: Completed Agrium Deal Cues S&P to Lift Rtng. from BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on UAP Holding Corp. and United Agri Products Inc.
to 'BBB' from 'BB-' following the completion of Agrium Inc.'s
(BBB/Stable/--) acquisition of UAP and its subsidiaries on May 7,
2008.  The outlook is stable.  The ratings are removed from
CreditWatch, where they were placed with positive implications on
Dec. 3, 2007.  The ratings on UAP and United Agri Products are
subsequently withdrawn as the $997.8 million senior secured credit
facilities have been fully repaid.


WARNACO GROUP: S&P Puts 'BB' Corp. Credit Rating Under Pos. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on Warnaco Group Inc. on CreditWatch with positive
implications.  This means that the ratings could be raised or
affirmed following the resolution of the CreditWatch.  Also placed
on CreditWatch positive were the 'BBB-' senior secured and 'BB'
senior unsecured ratings on Warnaco's wholly owned subsidiary
Warnaco Inc.
     
The New York City-based apparel company had about $364 million in
debt outstanding at April 5, 2008.
     
"The CreditWatch placement follows the company's earnings
announcement for the first fiscal quarter ended April 5, 2008,
that indicated a continuation of positive operating momentum for
the past several fiscal quarters," said Standard & Poor's credit
analyst Susan Ding.  For the quarter, revenues rose 21% over the
prior-year period, as a result of gains in all of the company's
business segments, especially in its worldwide Calvin Klein
international division.  Correspondingly, the company's gross and
operating margins increased by over 230 basis points, as a result
of continued benefits from its sourcing and cost saving
initiatives.  Warnaco's sustained improvement in operating
performance has enabled the company to reduce leverage to 2.1x
for the fiscal year ended December 2007, from 3.1x a year ago, and
steadily improve credit measures.
     
Standard & Poor's will review the company's financial and
operating strategies in order to resolve the CreditWatch listing.


WARNEX INC: Reports Progress in Restructuring C$11.3M Debentures
----------------------------------------------------------------
Warnex Inc. provided details as to the implementation of an
agreement in principle it entered with holders of C$11,345,000 of
its outstanding debentures in order to modify the terms and
conditions of such debentures.

                   Outstanding Debentures

The outstanding debentures are held by five different lenders as:

     (1) SGF Soquia Inc. holds an aggregate of C$3 million of 12%
         debentures maturing on July 9, 2008 which were
         convertible into common shares in the share capital of
         Warnex on these basis:

         (i) for the period from July 10, 2003 to December 31,
             2004, at a price of $1.75 per Common Share;

        (ii) for the period from January 1, 2005 to December 31,
             2005, at a price of $2.00 per Common Share;

      (iii) for the period from January 1, 2006 to December 31,
            2006, at a price of $4.00 per Common Share; and

       (iv) for the period from January 1, 2007 to December 31,
            2007, at a price of $6.00 per Common Share.

     (2) SIPAR Inc. holds a C$1.5 million 12% non-convertible
         debenture maturing on June 2, 2008;

     (3) Midsummer Investment, Ltd. holds a US$3 million 7%
         debenture maturing on June 25, 2008 which is convertible
         into Common Shares at a price of $0.75 per Common Share;

     (4) Islandia, L.P. holds a USD$1 million 7% debenture
         maturing on June 25, 2008 which is convertible into
         Common Shares at a price of $0.75 per Common Share;

     (5) Crestview Capital Master, LLC holds a USD$1 million 7%
         debenture maturing on June 25, 2008 which is convertible
         into Common Shares at a price of $0.75 per Common Share.

                     Outstanding Warrants

In addition, the following Lenders also hold these warrants to
purchase Common Shares:

     (1) Sipar holds warrants to purchase an aggregate of
         2,000,000 Common Shares at a price of C$0.75 per share at
         any time on or before October 24, 2011;

     (2) Midsummer holds warrants to purchase an aggregate of
         1,178,237 Common Shares at a price of C$1.17 per share at
         any time on or before June 25, 2009.

     (3) Islandia holds warrants to purchase an aggregate of
         392,746 Common Shares at a price of C$1.17 per share at
         any time on or before June 25, 2009.

     (4) Crestview holds warrants to purchase an aggregate of
         392,746 Common Shares at a price of C$1.17 per share at
         any time on or before June 25, 2009.

                            Amendments

Under the terms of the debt restructuring, Warnex and the Lenders
have agreed that:

     -- As regards the SGF Debentures,

    (a) C$1,000,000 in principal will be converted into 6,666,666
        Common Shares at a price of CDN$0.15 per share,

    (b) C$500,000 in principal will be reimbursed, and

    (c) the terms of the SGF Debenture in respect of the remaining
        C$1,500,000 in principal will be amended such that:

       (i) the conversion price will be reduced to be at prices of
           C$0.50 and C$0.75, respectively, for each tranche of
           C$750,000 and

      (ii) the maturity date will be extended to July 9, 2011.

     -- As regards the Sipar Debenture,

     (a) C$500,000 in principal will be converted into 3,333,333
         Common Shares at a price of C$0.15 per share,

     (b) C$500,000 in principal will be reimbursed, and

     (c) the terms of the Sipar Debenture in respect of the
         remaining C$500,000 in principal will be amended such
         that the maturity date will be extended to June 2, 2011.

In addition, the Sipar Warrants will be amended in order to reduce
their exercise price to C$0.25.

     -- As regards the Midsummer Debenture, its terms will be
        amended such that:

      (i) the currency exchange rate will be established at the
          time of payment,

    (ii) the feature permitting the payment of interest through
         the issuance of Common Shares will be removed,

   (iii) the conversion price will be reduced to be at prices of
         C$0.15, C$0.20, C$0.25, C$0.50 and C$0.75, respectively,
         for each tranche of US$600,000,

    (iv) the interest rate will be increased to 12%, and

     (v) the maturity date will be extended to June 25, 2011.

In addition, the Midsummer Warrants will be amended in order to
reduce their exercise price to C$0.25 and extend their expiry date
to June 25, 2011.

     -- As regards the Islandia Debenture, its terms will be
        amended such that:

     (i) the currency exchange rate will be established at the
         time of payment,

    (ii) the feature permitting the payment of interest through
         the issuance of Common Shares will be removed,

   (iii) the conversion price will be reduced to be at prices of
         C$0.15, C$0.20, C$0.25, C$0.50 and C$0.75, respectively,
         for each tranche of US$200,000,

    (iv) the interest rate will be increased to 12%, and

    (v) the maturity date will be extended to June 25, 2011.

In addition, the Islandia Warrants will be amended in order to
reduce their exercise price to CDN$0.25 and extend their expiry
date to June 25, 2011.


     -- As regards the Crestview Debenture,

     (a) USD$333,334 in principal will be converted into Common
         Shares at a price of C$0.15 per share, using the currency
         exchange rate prevailing at the time of conversion,

     (b) USD$333,333 in principal will be reimbursed, and

     (c) the terms of the Crestview Debenture in respect of the
         remaining USD$333,333 in principal will be amended such
        that:

        (i) the currency exchange rate will be established at the
            time of payment,

       (ii) the convertibility feature will be removed,

      (iii) the interest rate will be increased to 12% and

       (iv) the maturity date will be extended to June 25, 2011.

In addition, the Crestview Warrants will be amended in order to
reduce their exercise price to CDN$0.25.

Pursuant to the debt restructuring, approximately 12,243,313
Common Shares will be issued to the Lenders at closing,
representing approximately 23.56% of the number of Common Shares
issued and outstanding prior giving effect to such issuance, and
approximately 21,663,729 additional Common Shares may be issued to
the Lenders following the closing upon the conversion of
debentures or the exercise of warrants, representing, along with
the Common Shares to be issued at Closing, approximately 65.24% of
the number of issued and outstanding Common Shares prior to giving
effect to all such issuances.

The Debt Restructuring will not cause a change of control of
Warnex. Except for SGF, none of the Lenders will hold more than
10% of the number of issued and outstanding Common Shares after
giving effect to all of the issuances described in the preceding
paragraph. In addition to the 9,321,428 Common Shares that it
currently holds, SGF may be issued an additional 9,166,666 Common
Shares pursuant to the Debt Restructuring, representing, in total,
approximately 35.57% of the number of issued and outstanding
Common Shares prior to giving effect to all such issuances.

                      About Warnex Inc.

Headquartered in Laval, Quebec, Canada, Warnex Inc. --
http://www.warnex.ca-- is a life sciences company devoted to  
protecting public health by providing laboratory services to the
pharmaceutical and healthcare sectors. Warnex's analytical
services division provides pharmaceutical and biotechnology
companies with a variety of quality control services, including
traditional chemistry, chromatography, microbiology, method
development and validation, and stability studies. Warnex's
bioanalytical services division specializes in bioequivalence and
bioavailability studies for clinical trials. Warnex's medical
laboratories division focuses on genetic and biochemical testing
for the healthcare industry and has extensive expertise in genetic
testing for human identification, molecular diagnostics, and
pharmacogenetics.


WARNEX INC: Enters $4M Financing Agreement with Desjardins Group
----------------------------------------------------------------
Warnex Inc. signed an agreement with Desjardins Group, the largest
financial cooperative in Canada, for financing and banking
services. As part of the agreement, Warnex will receive financing
facilities totaling $4 million, which include a revolving line of
credit of $2 million and a term debt of $2 million.

"We are excited to partner with Desjardins and are already
impressed by their exceptional service," said Mark Busgang,
President and CEO of Warnex. "This agreement is one of the
elements of our strategy to restructure our balance sheet in 2008
to better position us for future growth opportunities. This is
being done in conjunction with the previously announced
restructuring of our debentures."

The proceeds of this financing will be used to repay certain
debentures and the existing term debt with National Bank of
Canada, as well as for general working capital purposes.

                      About Warnex Inc.

Headquartered in Laval, Quebec, Canada, Warnex Inc. --
http://www.warnex.ca-- is a life sciences company devoted to  
protecting public health by providing laboratory services to the
pharmaceutical and healthcare sectors. Warnex's analytical
services division provides pharmaceutical and biotechnology
companies with a variety of quality control services, including
traditional chemistry, chromatography, microbiology, method
development and validation, and stability studies. Warnex's
bioanalytical services division specializes in bioequivalence and
bioavailability studies for clinical trials. Warnex's medical
laboratories division focuses on genetic and biochemical testing
for the healthcare industry and has extensive expertise in genetic
testing for human identification, molecular diagnostics, and
pharmacogenetics.


WESTMORELAND COAL: March 31 Balance Sheet Upside-Down by $177.8 MM
------------------------------------------------------------------
Westmoreland Coal Company reported on Friday financial results for
the first quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$783.2 million in total assets and $961.0 million in total
liabilities, resulting in a $177.8 million total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $140.0 million in total current
assets available to pay $224.6 million in total current
liabilities.

The company reported a net loss of $11.1 million on revenues of
$131.6 million for the quarter ended March 31, 2008, compared to
net income of $7.7 million on revenues of $125.1 million for the
quarter ended March 31, 2007.  

Results during the first quarter of 2008 was negatively impacted
by $7.7 million of interest expense attributable to the beneficial
conversion feature of the company's new convertible notes, a
$1.3 million loss on extinguishment of debt resulting from its
ROVA debt refinancing, and a $600,000 restructuring charge.

Results for the first quarter of 2007 was favorably impacted by a
$5.8 million gain plus $600,000 of interest income from the
Combined Benefit Fund settlement, a $5.6 million gain on the sale
of a coal royalty interest, offset by $800,000 of expense from the
Absaloka mining contract buyout.

Operating income for the first quarter of 2008 was $2.3 million,
compared to operating income for first quarter 2007 of
$12.1 million.  

"We are pleased with the results of our first quarter, especially
when you consider the significant positive events that affected
the 2007 quarter," said Keith E. Alessi, Westmoreland director and
chief executive officer.  "On an apples-to-apples basis we saw an
improvement in operations across the board.  We are beginning to
see the positive effects of our sharpened focus, standardization
of operations, and reduced overhead as compared to our operations
a year ago.

"The charges associated with our financing activities were
necessary in order to put us in a position of enhanced liquidity
and financial flexibility.  We hope to finalize a refinancing of
our mining operations during the quarter ending June 30, 2008.  If
we are successful in doing so there will be some additional
financing charges."

                           Coal Segment

Tons of coal sold increased by approximately 0.2 million tons in
the first quarter of 2008 from the first quarter of 2007.
     
First quarter 2008 coal revenues increased to $108.3 million, a
5.0% increase over the prior year period.  This overall increase
was due to an overall 3.0% increase in pricing as a result of
contract renewals.

Coal operations operating income was $8.0 million in 2008 compared
to $8.4 million in 2007, as increases in revenues were offset by
higher mining and fuel costs, as well as increases in depreciation
and depletion over the prior year period.

                              Power

For the first quarter 2008 and 2007, the company's 230 MW Roanoke
Valley power plant, or ROVA, produced 436,000 and 427,000 MW
hours, respectively, and achieved average capacity factors of
95.0% and 94.0%, respectively.

Power revenues in the first quarter of 2008 increased to
$23.2 million, or an increase of approximately $1.3 million from
the first quarter 2007, as a result of the increase in MW hours
sold and price increases which resulted from changes in cost
indices.  Power operations operating income was $5.5 million in
2008 compared to $5.0 million in 2007.

                          Heritage Costs

Heritage costs in first quarter 2008 increased by $4.8 million
from the first quarter of 2007, however, first quarter 2007
benefited from a $5.8 million settlement reached with the Combined
Benefit Fund.  Excluding the impact of this settlement, first
quarter 2008 heritage costs decreased by $1.0 million from the
first quarter of 2007, reflecting the impact of new black lung
actuarial projections and favorable investment performance in the
trust we established to pay our black lung expenses.

                            Corporate

Corporate selling and administrative expenses decreased by
$900,000 in the first quarter of 2008 compared to the first
quarter of 2007 as a result of reduced labor and other targeted
cost reductions.  The company also took a $600,000 restructuring
charge during the first quarter 2008 as the company continued
execution of its restructuring plan.

       Interest Expense and Loss on Extinguishment of Debt

Interest expense was $13.6 million for the first quarter 2008
compared to $6.5 million in the first quarter 2007.  The increase
was driven by the $7.7 million of interest expense attributable to
the issuance of the company's convertible notes with a beneficial
conversion feature (reflecting a conversion price lower than the
fair market value of the company's common stock at issuance).  
This increase was partially offset by reduced interest expense
from lower debt levels.   

The company also recorded $1.3 million of loss on the
extinguishment of debt associated with the ROVA debt refinancing
during the first quarter 2008.

                    Cash Flow from Operations

Cash provided by operating activities was $14.4 million for the
first quarter of 2008 compared to $19.3 million for the first
quarter of 2007.  First quarter 2007's operating cash flow
benefited from $3.5 million in proceeds and interest income
received on the Combined Benefit Fund settlement during the
quarter.  The company's 2008 operating cash flow benefited from
improvements in both its power and mining operations, which was
offset in part by increases in accounts receivable due to the
timing of first quarter invoicing.

                            Liquidity

The company said that in the first quarter of 2008, it took two
significant steps to improve its liquidity.  On March 4, 2008, the
company completed the sale of $15.0 million in senior secured
convertible notes to an existing shareholder.  Additionally, on
March 17, 2008, the company's Westmoreland Partners subsidiary
completed a refinancing of ROVA's debt with Prudential.  The
refinancing paid off all outstanding bank borrowings, bond
borrowings, and the ROVA acquisition loan and eliminated the need
for the irrevocable letters of credit, which supported the bond
borrowings.

The company has also engaged a large bank to assist in refinancing
the debt at Westmoreland Mining with the goal of better matching
debt amortization with cash flow from the mines.  The company said
that it hopes to complete the refinancing of its mining debt
during the second quarter of 2008.  

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?2bda

                     About Westmoreland Coal

Headquartered in Colorado Springs, Colo., Westmoreland Coal
Company (AMEX: WLB) -- http://www.westmoreland.com/-- is the  
oldest independent coal company in the United States.  The company
mines coal, which is used to produce electric power, and the
company owns power-generating plants.  The company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its current power operations include ownership and
operation of the two-unit ROVA coal-fired power plant in North
Carolina.   


WILSONS LEATHER: Gets Nasdaq Deficiency Notice for Noncompliance
----------------------------------------------------------------
Wilsons The Leather Experts Inc. received notification from The
Nasdaq Stock Market stating that, for the last 30 consecutive
trading days, the company's common stock has not maintained a
minimum market value of publicly held shares of $5.0 million as
required for continued inclusion by Marketplace Rule 4450(a)(2).

In accordance with Marketplace Rule 4450(e)(1), the company was
provided 90 calendar days, or until July 30, 2008, to regain
compliance with the minimum market value requirement.  To meet the
minimum requirement, the market value of the company's publicly
held shares must maintain a minimum market value of $5.0 million
or greater for a minimum of ten consecutive trading days.

If compliance with the Market Value Rule cannot be demonstrated by
July 30, 2008, Nasdaq will provide written notification to the
company that its securities will be delisted.  At that time, the
company will be permitted to appeal Nasdaq's determination to a
Listing Qualifications Panel.

The company intends to monitor the market value of its listed
securities and consider available options if its common stock does
not trade at a level likely to result in the company regaining
compliance with the minimum market value of publicly held shares
requirement by July 30, 2008.

                      About Wilsons Leather

Headquartered in Brooklyn Park, Minnesota, Wilsons The Leather
Experts Inc. (NASDAQ:WLSN) -- http://www.wilsonsleather.com/-- is  
a specialty retailer of leather outerwear, accessories and apparel
in the United States.  As of May 3, 2008, Wilsons Leather operated
228 stores located in 39 states, including 100 mall stores, 114
outlet stores and 14 airport stores.

The company reported a net loss of $77.5 million for the year
ended Feb. 28, 2008, as compared to $33.1 million in 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2008,
Wilsons The Leather Experts Inc. would embark on a strategy aimed
at reducing its mall store base, aggressive cost cutting
initiatives, and the launch of a new accessories store concept.  
As part of this initiative, the company planned to close up to
160 mall locations that do not fit its go forward strategy.

In this process, approximately 938 store-related positions will be
affected.  Wilsons Leather Outlet Division will not be affected by
this new mall store initiative.  The company will also eliminate
64 positions at its corporate headquarters, overseas offices and
distribution center in Brooklyn Park, Minnesota.


X-RITE INC: Sustainability Concerns Prompt Moody's to Junk Ratings
------------------------------------------------------------------
Moody's Investors Service lowered X-Rite, Inc.'s corporate family
rating to Caa1 from B2.  Moody's also lowered the rating on the
company's first lien senior secured credit facilities to B3 from
B1 and the rating on the second lien term loan to Caa3 from Caa1.  
All ratings remain under review for possible downgrade.  As part
of this action, Moody's also affirmed the company's SGL-4
speculative grade liquidity rating.

The downgrade reflects Moody's concern over X-Rite's ability to
execute on its OEM sales initiatives given that design wins have
been slower than expected (which is partly due to a soft economy).

The downgrade also reflects Moody's concern over the
sustainability of X-Rite's capital structure in light of softening
demand from its key OEM customers, weakening consumer economies in
the U.S. and Europe that pressure the retail business unit as well
as a generally uncertain macroeconomic environment and the ongoing
integrations of Amazys and Pantone.  Moody's notes that the
company's cash conversion cycle has slowed over the past few
years, although recognizing that this is partly a function of
recent acquisition activity.  Nevertheless, the company has
recently taken steps to improve its working capital management,
including extending its payable days with certain vendors.

X-Rite was not in compliance with the covenants governing its
first and second lien credit facilities as of the March 2008
quarter (specifically, the company violated the leverage covenant
under the first lien credit facilities while it experienced a
technical default under the second lien term loan).  Additionally,
X-Rite must address a $12.1 million obligation arising from
Goldman Sachs Capital Markets' termination of the swap agreement
with the company.  The company has yet to secure a forbearance
agreement, which requires majority approval of both first and
second lien lenders.  Given recent challenges, the company
publicly announced that it has engaged RBC Capital Markets as its
financial advisor.

Moody's review will continue to focus on the status of X-Rite's
negotiations with its first lien and second lien lenders, and
Goldman Sachs Capital Markets, and its ability to secure a timely
forbearance agreement and/or amendment.  The review will also
focus on the status of the Pantone and Amazys integrations as well
as an assessment of the company's operating performance, the
potential cost savings associated with its expanded cost reduction
plan, business strategy, and liquidity.

The affirmation of the SGL-4 speculative grade liquidity rating
incorporates the recent covenant violations, the restricted access
to the revolving credit facility, and the likelihood that
softening demand levels and a weak economic environment will
pressure the company's cash flows.

These ratings were downgraded:

  -- Corporate family rating, to Caa1 from B2;
  -- Probability-of-default rating, to Caa1 from B2;
  -- $40 million senior secured revolving credit facility due
     2012, to B3 (LGD3, 36%) from B1 (LGD3, 35%);

  -- $270 million first lien senior secured term loan due 2012, to
     B3 (LGD3, 36%) from B1 (LGD3, 35%);

  -- $105 million second lien senior secured term loan due 2013,
     to Caa3 (LGD5, 87%) from Caa1 (LGD5, 87%).

X-Rite, Inc., headquartered in Grand Rapids, Michigan, is the
world's largest provider of color measurement systems offering
hardware, software, and support solutions that ensure color
accuracy.  The company reported sales of approximately
$240 million through the twelve months ended March 29, 2008.


* Moody's Says Regional Casinos Can Profit Despite Weak Economy
---------------------------------------------------------------
The weakening U.S. economy presents an opening for regional
casinos to capture market share at the expense of Las Vegas and
Atlantic City, says Moody's Investors Service.

The regional players have been spending billions of dollars to
build fancy "Las Vegas style" facilities and amenities, says
Moody's, thus offering gaming customers more choices than ever
before.  Budget-conscious travelers may opt for less-expensive
trips to regional gaming markets closer to home, exposing them to
the new developments.

"While it remains to be seen whether a lasting shift in gambler
behavior will occur, the investments regional casinos are making
could permanently shift the playing field for U.S. casino
operators," says Moody's Senior Vice-President Keith Foley.  "Even
when the economy improves, travelers might decide the fancy place
closer to home is a fine substitute for the traditional gambling
meccas."

Although this trend would have positive ratings implications for
regional-market operators as it increases traffic, length of stay
and share of travelers' budgets, it could carry negative ratings
implications for companies with significant exposure to the Las
Vegas and Atlantic City markets, less geographic diversification
or fewer financial resources to match rivals' investments in non-
gaming amenities, says Moody's.

It is not yet clear that Las Vegas and Atlantic City are bearing
the brunt of economic weakness in the U.S., as casino gaming
revenues have declined this year in the regional markets as well
as the two main gaming centers, Moody's says.

Moody's special comment on regional casinos is part of our ongoing
commentary on how U.S. economic weakness is affecting the
operating performance and ratings of gaming issuers.  It is a
follow-up to its March 2008 report, "Economic Slowdown Hits U.S.
Gaming Sector."

The full title of this Moody's Special Comment is "Regional
casinos' big break: Slowing U.S. economy a change to showcase new
facilities, challenge gaming meccas."


* Moody's Sees Higher Demand for Biz-Oriented Trustees in Schools
-----------------------------------------------------------------
The trend in governance at U.S. public universities toward a
stronger role for diversified business-oriented boards of trustees
will likely grow stronger as state governments face new financial
pressures from a weakening economy and slowing tax revenues,
according to a new report from Moody's Investors Service.

"The credit implications of this shift in favor of governance
capable of leading increasingly market-driven and complex public
institutions have generally been positive as many public
university ratings have been upgraded in recent years as they
built market and financial strength independent of state taxing
power," said Moody's John Nelson, a public finance team managing
director and an author of the report.

He said officials in many states are likely to make difficult
budgetary decisions to reduce funding for public universities,
which is consistent with a long-established trend of shifting
costs towards students and private donors as state governments
struggle with funding many competing priorities.

"The responsibilities of public university boards of trustees are
changing to reflect how public colleges and universities have
become increasingly complex organizations that must cope with
competitive market conditions," said Nelson.  "Boards in many
states now oversee quasi-independent, highly competitive
universities that generate the majority of their revenues from
non-state sources while retaining a strong public mandate."

Nevertheless, according to report co-author Kimberly Tuby, new
policy and funding challenges can easily arise in a variety of
areas, including tuition affordability, financial aid, governance
oversight, operating independence, employee compensation, economic
development, labor force training and financial management.

"Current models for oversight and board composition will likely
need to evolve as universities develop new governance processes
that reflect their new dynamism while also advancing public policy
goals shared with their sponsoring state governments," said Tuby,
a Moody's analyst and associate vice president.

The report offers examples of effective boards, including that of
the University System of New Hampshire (rated A1), which has
enhanced flexibility in decision making as a result of its
tuition-setting authority, its own treasury management, and its
receipt of state support in the form of block grants rather than
line item appropriations.

"We think the credit profile of the New Hampshire system will
continue to benefit from its strong board oversight and its
healthy relationship with the state, especially as the market-
oriented focus has been crucial in light of the system's
relatively high number of out-of-state students and the modest
state funding," said Tuby.

The University of Illinois (highest rating of Aa3, with a positive
outlook) is another example of a pro-active board that has been
successful at garnering external support, obtaining more budgetary
freedom for the university to manage its own tuition revenue and
strategically expand the university.


* Moody's Changes the Outlook for US Restaurant Sector to Negative
------------------------------------------------------------------
Moody's Investors Service changed its Industry Sector Outlook for
the U.S. restaurant sector to negative from stable.  This outlook
expresses Moody's expectations for the fundamental credit
conditions in the industry over the next 12 to 18 months.  The
change in outlook to negative reflects our view that weakening
economic conditions and an escalating cost environment facing both
consumers and restaurant companies alike outweigh favorable
demographic trends over the near to intermediate term.

"Over the past several months the negative trend associated with a
financially stressed consumer, historically high commodity and
energy prices, and escalating labor costs continue to gain
momentum and will not likely abate over the near term.  As a
result, we believe the majority of U.S. restaurants will be
challenged in their ability to raise menu prices to help mitigate
margin pressures without negatively impacting consumer traffic,
profit margins, and cash flow.  We feel that this trend will
likely continue over the next 12 months," said restaurant analyst
Bill Fahy, VP/Senior Analyst at Moody's.

However, despite these challenges Moody's believes favorable life
style and demographic trends should continue to bode well for the
demand side of the U.S. Restaurant sector and help drive customer
traffic over the longer term.


* Moody's Takes Negative Rating Actions on 839 Second Lien RMBS
---------------------------------------------------------------
Moody's Investors Service took negative rating actions on 839
second lien residential mortgage backed securities in the period
March 31 through May 6, 2008.

Moody's downgraded 819 securities, with a total value at issuance
of $29.1 billion, and left 165 securities with an issuance value
of $17.4 billion on review for possible further downgrade.  It
also placed an additional 20 tranches ($0.83 billion issuance
value) on review for possible downgrade.

Of the affected securities, 206 ($2.9 billion) were issued in
2005, 466 ($22.5 billion) in 2006, and 167 ($4.5 billion) in 2007.  
Seventy-two of the securities ($6.7 billion) were rated Aaa at the
time of these ratings actions.

The rating actions were part of Moody's most recent rating review
of second lien RMBS, which make up 5.0% of the subprime RMBS that
Moody's has rated since 2005.  The pools of second lien loans
backing these securities immediately showed much higher
delinquencies than did those of earlier vintages, and losses have
followed quickly.

Moody's now expects 2005 vintage subprime second lien loan pools
to lose 17% on average, 2006 vintage pools to lose 42% on average,
and 2007 pools to lose 45% on average.  Moody's recent rating
actions reflect these higher loan loss projections.

Moody's expects loan loss levels on individual transactions to
vary significantly, however, based on the quarter of origination
as well as the specifics of the deal and issuer.

Moody's average loan loss expectations increase consistently with
the quarter of origination, from an average loss projection of
about 10% for Q1 2005 pools to about 51% for Q3 2007 pools.

Moody's will continue to examine the ratings on each deal of the
2005-2007 subprime second lien vintages and will announce further
rating changes on an ongoing basis.


* Moody's Says Consumer Finance Industry's Outlook is Negative  
--------------------------------------------------------------
The US consumer finance industry's outlook -- which expresses the
likely fundamental credit conditions over the next year and one-
half -- is negative, Moody's Investors Service concludes in its
latest report.  The industry comprises credit card issuers, auto
finance companies, branch-based consumer finance firms, and
education finance companies.

According to one of the report's authors, Vice President/Senior
Analyst Curt Beaudouin, the outlook for the consumer finance
industry is premised on "our expectation that the US economy will
experience a relatively mild recession during the first half of
2008."

"Even though the outlook for conditions in the industry is
negative," the analyst explains, "the outlook for a number of
individual companies' ratings is stable.  This may be attributable
to parental support and/or the fact that the trends that are the
basis for the negative industry outlook may already be
incorporated into the ratings of specific issuers."

"However," he adds, "there is the risk that the downturn may be
more severe than currently projected -- a risk hinging on a number
of variables, including stabilization of the financial system and
credit markets, improvement in the housing industry, and the
direction of energy prices."  "In such a case," Mr. Beaudouin
says, "it is possible that more individual company outlooks or
ratings may be affected."

In the credit card segment, Mr. Beaudouin points out that "asset
quality is deteriorating as the economy weakens and as
profitability is pressured by increased provisioning.  Industry
players are responding with tightened credit, pricing increases,
and more rigorous expense management."  He does note, however,
that the issuers are likely to do more business as more people go
back to financing purchases with their credit cards than by taking
out home equity lines, etc., as home values fall and as lending
standards tighten.

"The auto loan segment is facing increased frequency of default,"
the analyst says, "combined with greater loss severity."  "Not
only are people more likely to fall behind on their car loans," he
explains, "but if it gets to the point of repossession, the
lender's ultimate recovery will be negatively affected by the
currently softer prices at vehicle auctions."

In addition, Mr. Beaudouin points to slumping vehicle sales, as
well as to credit- crunch-induced challenges to cost and
availability of funding, as additional factors that are now
pressuring profitability, originations volumes, and receivables
growth.

Branch-based consumer finance refers to those companies engaged in
multiple segments of the consumer finance business.  These
companies have extensive retail branch networks, where consumers
can come to transact their business.  The outlook for this sector
is also negative.

"Profitability for branch-based consumer finance firms is expected
to remain at depressed levels because of higher loss provisioning,
negative carry on nonperforming assets, and the disappearance of
mortgage-banking revenues," according to Senior Vice President
Blaine Frantz.  Within the industry, he is seeing a heightened
management focus on cost controls and achievement of increased
scale economies.

The final sector of the consumer finance industry is education
finance, whose outlook is also negative.  The combination of
federal legislation (College Cost Reduction and Access Act of
2007, "CCRAA") and the ongoing credit crunch have both severely
pressured profitability and lending volumes for FFELP Stafford and
PLUS loans.

"Moreover," Mr. Beaudouin states, "FFELP consolidation loans are
unprofitable in current circumstances, and lenders -- including
industry leader SLM Corp. -- are pulling out."  He believes that
prospects for the private education-loan product are diminished
because of asset quality deterioration and also because of credit-
crunch-induced funding pressures, especially in securitization
markets.

The industry outlook concludes by discussing liquidity and by
emphasizing the contingent funding plans of consumer finance
companies as an area of ongoing analytical focus: "With recent
market developments serving as a reminder of the swiftness and
force with which market liquidity events can strike, the depth,
breadth and resiliency of these plans will be an ever more
critical component of finance companies' financial policies and
strategies, and Moody's analytical approach to such companies."

The report is titled "US Consumer Finance Outlook"


* Moody's Sees Tighter Underwriting Standards for Loans in CMBS
---------------------------------------------------------------
The loans in commercial mortgage-backed securities transactions
are displaying tighter underwriting standards, says Moody's
Investors Service in its 2008 first quarter review of US
commercial real estate finance.  Volume, however, has plunged, and
Moody's is lowering its outlook for 2008 CMBS issuance to
$35 billion.

Moody's says the final tally for traditional conduit issuance for
the year could be less than $35 billion, but expects balance-
sheet-driven transactions by financial institutions to take up
some slack.

US CMBS issuance hit a record $230 billion in 2007.  Late in 2007,
Moody's said that 2008 volumes would be dropping, but estimated
total issuance at $100 billion for the year.

"It may be several years before the CMBS market again sees conduit
volumes in excess of $100 billion," says Moody's Managing Director
Nick Levidy.  "In retrospect, perhaps US CMBS should be viewed as
a $50 billion to $100 billion per year business that spiked to
$200 billion during a credit bubble rather than a $200 billion
business having an off year."

"Notwithstanding our reduced issuance outlook, we believe that
CMBS has the potential to re-group around a smaller base and
position itself for future growth," says Levidy.

Meanwhile, Moody's says conduit loan underwriting has improved on
several counts.  For example, loans closed year-to-date 2008 had
Moody's loan-to-values below the 100% mark, a level not seen since
early 2005.


* S&P Says Retail Sales for April Drops 0.2% Month Over Month
-------------------------------------------------------------
Retail sales for April 2008 fell 0.2% month over month, down from
the 0.2% gain in March and below the market's expectation of a
0.1% decrease, according to an article published by Standard &
Poor's.  The report, titled "U.S. Credit Comment: Retail Sales
Decline On Auto Retrenchment," says that year-over-year growth was
flat at 2% in April.
      
"Automotive sales remain weak, as higher gas prices have consumers
postponing purchases and trading down from bigger, often higher
margin vehicles, to smaller ones," said Diane Vazza, head of
Standard & Poor's Global Fixed Income Research Group.  "The retail
industry is beginning to see narrowing profit margins due to
increasing costs, and weaker demand is likely because home prices
are falling and fuel and food costs are rising.  Moreover, credit
metrics for the retail and restaurant sector continue to weaken,
with almost 36% of all rated entities with either a negative
outlook or on CreditWatch with negative implications.  There have
been 13 downgrades through April, up from six for the comparable
period in 2007."


* S&P Comments on Credit Quality of Not-for-Profit Hospitals
------------------------------------------------------------
The ability or inability to invest sufficiently in capital
improvements, including new medical technology, while maintaining
at least an adequate financial profile, will be a key
differentiator for credit quality among not-for-profit hospitals
for the next several years, according to a report, "Costly Medical
Technology May Add A Further Wedge Between Not-For-Profit Hospital
Credits," published by Standard & Poor's Ratings Services.
      
"The credit quality gap continues to widen as some providers fall
farther behind while others keep attracting more patients and
physicians due to their high-tech equipment, modern facilities,
and information technology systems," said credit analyst Cynthia
Keller Macdonald.


* S&P Says Falling Home Prices Create a Wide Swath of Problems
--------------------------------------------------------------
In a recent report, Standard & Poor's Ratings Services detailed
its loss severity assumptions in U.S. subprime residential
mortgage-backed securities.
      
"Falling home prices create a wide swath of problems, one of the
most pressing being rising foreclosure rates," said Standard &
Poor's credit analyst Francis Parisi, a managing director in the
Structured Finance Ratings Group.  "And when a foreclosed home
sells for less than what the borrower owed to the mortgage lender,
the lender suffers a loss."
     
The amount of that loss is known as the loss severity, Parisi
said, and includes the costs to foreclose and liquidate a home
securing a defaulted mortgage, as well as any decline in property
value.  Standard & Poor's current ratings on the 2006 U.S.subprime
RMBS vintage reflect, in part, an assumed loss severity of 45%.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Slater Corp.
   Bankr. S.D. Fla. Case No. 08-15723
      Chapter 11 Petition filed May 5, 2008
         See http://bankrupt.com/misc/flsb08-15723.pdf

In Re Andrew I. Torres
   Bankr. D. Ariz. Case No. 08-05220
      Chapter 11 Petition filed May 6, 2008
         See http://bankrupt.com/misc/azb08-05220.pdf

In Re Sandra Brown
      dba Ace Holdings
   Bankr. D. Md. Case No. 08-16274
      Chapter 11 Petition filed May 6, 2008
         Filed as Pro Se

In Re Pollard Properties, LLC
   Bankr. N.D. Ala. Case No. 08-81386
      Chapter 11 Petition filed May 7, 2008
         See http://bankrupt.com/misc/alnb08-81386.pdf

In Re Tony Pollard Builders, Inc.
   Bankr. N.D. Ala. Case No. 08-81387
      Chapter 11 Petition filed May 7, 2008
         See http://bankrupt.com/misc/alnb08-81387.pdf

In Re Urban City Dough, Inc.
   Bankr. S.D. N.Y. Case No. 08-11708
      Chapter 11 Petition filed May 7, 2008
         See http://bankrupt.com/misc/nysb08-11708.pdf

In Re Urban City Dough, Inc.
   Bankr. S.D. N.Y. Case No. 08-11708
      Chapter 11 Petition filed May 7, 2008
         See http://bankrupt.com/misc/nysb08-11708.pdf

In Re Inner City Dough, Inc.
   Bankr. S.D. N.Y. Case No. 08-11718
      Chapter 11 Petition filed May 7, 2008
         See http://bankrupt.com/misc/nysb08-11718.pdf

In Re Nasser Aboabdo
   Bankr. C.D. Calif. Case No. 08-12470
      Chapter 11 Petition filed May 7, 2008
         Filed as Pro Se

In Re The Landings on Simpson
   Bankr. N.D. Ga. Case No. 08-68791
      Chapter 11 Petition filed May 7, 2008
         Filed as Pro Se

In Re Digital Gas, Inc.
   Bankr. E.D. Mich. Case No. 08-51221
      Chapter 11 Petition filed May 7, 2008
         Filed as Pro Se

In Re E.&K. Trucking, Inc.
   Bankr. S.D. Ala. Case No. 08-11623
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/alsb08-11623.pdf

In Re Mark Salustro
   Bankr. D. Ariz. Case No. 08-05314
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/azb08-05314.pdf

In Re Luigino, Inc.
   Bankr. D.C. Case No. 08-00316
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/dcb08-00316.pdf

In Re Frank Robert Cook
   Bankr. D.C. Case No. 08-00317
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/dcb08-00317.pdf

In Re American Portable Toilets, Inc.
   Bankr. S.D. Fla. Case No. 08-15927
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/flsb08-15927.pdf

In Re Centurymacs, Inc.
   Bankr. D. Md. Case No. 08-16381
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/mdb08-16381.pdf

In Re House of Living Bread Church, Inc.
   Bankr. E.D. Mo. Case No. 08-43323
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/moeb08-43323.pdf

In Re The Seed of Abraham Learning Centers, Inc.
   Bankr. E.D. N.C. Case No. 08-03151
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/nceb08-03151.pdf

In Re Nancy Jean Fischer
   Bankr. D. N.M. Case No. 08-11468
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/nmb08-11468.pdf

In Re Cary's Oyster House, LLC
   Bankr. E.D. Penn. Case No. 08-13029
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/paeb08-13029.pdf

In Re Muniz Investment Corp. dba La Plaza Cafe
   Bankr. D. P.R. Case No. 08-02961
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/prb08-02961.pdf

In Re Viking Management, LLC
   Bankr. D. Mass. Case No. 08-41452
      Chapter 11 Petition filed May 8, 2008
         Filed as Pro Se

In Re American Health and Human Services, Inc.
   Bankr. E.D. N.C. Case No. 08-03135
      Chapter 11 Petition filed May 8, 2008
         Filed as Pro Se

In Re South Seas Holding, LLC
   Bankr. N.D. Calif. Case No. 08-42276
      Chapter 11 Petition filed May 8, 2008
         Filed as Pro Se

In Re Eric L. Krauss, DVM, PC
   Bankr. W.D. Va. Case No. 08-70843
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/vawb08-70843.pdf

In Re Jared Peter Smidt
   Bankr. W.D. Wash. Case No. 08-42106
      Chapter 11 Petition filed May 8, 2008
         See http://bankrupt.com/misc/wawb08-42106.pdf

In Re David Allen Troup
   Bankr. N.D. Ala. Case No. 08-40942
      Chapter 11 Petition filed May 9, 2008
         See http://bankrupt.com/misc/alnb08-40942.pdf

In Re Angelica M. Ortiz
   Bankr. D. Ariz. Case No. 08-05384
      Chapter 11 Petition filed May 9, 2008
         See http://bankrupt.com/misc/azb08-05384.pdf

In Re Hunan Holdings, LLC
   Bankr. D. Ariz. Case No. 08-05387
      Chapter 11 Petition filed May 9, 2008
         See http://bankrupt.com/misc/azb08-05387.pdf

In Re Regal Transport, Inc.
   Bankr. E.D. Calif. Case No. 08-12672
      Chapter 11 Petition filed May 9, 2008
         See http://bankrupt.com/misc/caeb08-12672.pdf

In Re Lincoln Capital Investments, Inc.
   Bankr. N.D. Calif. Case No. 08-30803
      Chapter 11 Petition filed May 9, 2008
         See http://bankrupt.com/misc/canb08-30803.pdf

In Re Rhino Partners Restaurants, Inc.
      aka Mellow Mushroom Pizza Bakers
   Bankr. S.D. Ind. Case No. 08-05420
      Chapter 11 Petition filed May 9, 2008
         See http://bankrupt.com/misc/insb08-05420.pdf

In Re M&M Mercantile, Inc.
   Bankr. E.D. Mich. Case No. 08-31951
      Chapter 11 Petition filed May 9, 2008
         See http://bankrupt.com/misc/mieb08-31951.pdf

In Re Triad Trucking, LLC
   Bankr. M.D. N.C. Case No. 08-10705
      Chapter 11 Petition filed May 9, 2008
         See http://bankrupt.com/misc/ncmb08-10705.pdf

In Re First Baptist Church of Hicks Addition
   Bankr. W.D. Okla. Case No. 08-11908
      Chapter 11 Petition filed May 9, 2008
         See http://bankrupt.com/misc/okwb08-11908.pdf

In Re Sobhani Center for Inner Peace
   Bankr. W.D. Wash. Case No. 08-42130
      Chapter 11 Petition filed May 9, 2008
         Filed as Pro Se

In Re Ryan A. Nassbridges
   Bankr. C.D. Calif. Case No. 08-12510
      Chapter 11 Petition filed May 9, 2008
         Filed as Pro Se

In Re Saratoga Expansion, LLC
   Bankr. D. Utah Case No. 08-23003
      Chapter 11 Petition filed May 9, 2008
         Filed as Pro Se

In Re Jimmy Randal Koczka
      dba J&K Irrigation and Landscape
   Bankr. W.D. Tex. Case No. 08-60492
      Chapter 11 Petition filed May 9, 2008
         See http://bankrupt.com/misc/txwb08-60492.pdf

In Re Paramount Group, Inc. of Nevada
      aka Paramount Group, Inc.
   Bankr. C.D. Calif. Case No. 08-16541
      Chapter 11 Petition filed May 12, 2008
         See http://bankrupt.com/misc/cacb08-16541.pdf

In Re New Pee Wee Muldoons Bar & Grill, Inc.
   Bankr. N.D. Calif. Case No. 08-42361
      Chapter 11 Petition filed May 12, 2008
         See http://bankrupt.com/misc/canb08-42361.pdf

In Re Tuscany Italian Grill, Inc.
   Bankr. S.D. Ind. Case No. 08-05477
      Chapter 11 Petition filed May 12, 2008
         See http://bankrupt.com/misc/insb08-05477.pdf

In Re Jean J. Gilles aka Jean Jean Gilles
   Bankr. D. Mass. Case No. 08-13441
      Chapter 11 Petition filed May 12, 2008
         See http://bankrupt.com/misc/mab08-13441.pdf

In Re Stephanie Bowling
      aka Stephanie Weiland
      aka Stephanie Weiland Bowling
   Bankr. D. Md. Case No. 08-16535
      Chapter 11 Petition filed May 12, 2008
         See http://bankrupt.com/misc/mdb08-16535.pdf

In Re AVRICO, Inc.
      dba Foothills Market & Grill
   Bankr. M.D. N.C. Case No. 08-50804
      Chapter 11 Petition filed May 12, 2008
         See http://bankrupt.com/misc/ncmb08-50804.pdf

In Re Margaret Rose Limited, LLC
   Bankr. N.D. N.Y. Case No. 08-61127
      Chapter 11 Petition filed May 12, 2008
         See http://bankrupt.com/misc/nysb08-61127.pdf

In Re Juana Torres
   Bankr. C.D. Calif. Case No. 08-13043
      Chapter 11 Petition filed May 12, 2008
         Filed as Pro Se

In Re James Eleopoulos
   Bankr. C.D. Calif. Case No. 08-16482
      Chapter 11 Petition filed May 12, 2008
         Filed as Pro Se

In Re Kim L. (Harper) Scarmozzino
   Bankr. D. Ariz. Case No. 08-05479
      Chapter 11 Petition filed May 12, 2008
         Filed as Pro Se

In Re Guaranteed Results Advertising, LLC
   Bankr. D. Md. Case No. 08-16523
      Chapter 11 Petition filed May 12, 2008
         Filed as Pro Se

In Re Dilip Vallabhbhai Patel
      dba Gokul LLC
   Bankr. M.D. Ala. Case No. 08-30852
      Chapter 11 Petition filed May 13, 2008
         See http://bankrupt.com/misc/almb08-30852.pdf

In Re Pedro Moreno
   Bankr. S.D. Fla. Case No. 08-16143
      Chapter 11 Petition filed May 13, 2008
         See http://bankrupt.com/misc/flsb08-16143.pdf

In Re Hofmann Properties, Inc.
      dba LIL Munchkins 24hr Childcare
   Bankr. S.D. Ill. Case No. 08-31021
      Chapter 11 Petition filed May 13, 2008
         See http://bankrupt.com/misc/ilsb08-31021.pdf

In Re First Call Relocation, Inc.
   Bankr. S.D. Ind. Case No. 08-05545
      Chapter 11 Petition filed May 13, 2008
         See http://bankrupt.com/misc/insb08-05545.pdf

In Re Dr. Glenn Krieger & Associates, P.L.L.C.
   Bankr. E.D. Mich. Case No. 08-51742
      Chapter 11 Petition filed May 13, 2008
         See http://bankrupt.com/misc/mieb08-51742.pdf

In Re C&M Bonding, Inc.
   Bankr. W.D. Mo. Case No. 08-60838
      Chapter 11 Petition filed May 13, 2008
         See http://bankrupt.com/misc/mowb08-60838.pdf

In Re New Millenium Restaurants, Inc.
   Bankr. D. Nev. Case No. 08-14838
      Chapter 11 Petition filed May 13, 2008
         See http://bankrupt.com/misc/nvb08-14838.pdf

In Re William Davis Ferebee
   Bankr. C.D. Calif. Case No. 08-15504
      Chapter 11 Petition filed May 13, 2008
         Filed as Pro Se

In Re Tenex, LLC
      ta Express Shoppee
   Bankr. W.D. Va. Case No. 08-70880
      Chapter 11 Petition filed May 13, 2008
         See http://bankrupt.com/misc/vawb08-70880.pdf

In Re Thomas H. Nonemacher
      dba Nonemacher Dairy
   Bankr. W.D. Wis. Case No. 08-12389
      Chapter 11 Petition filed May 13, 2008
         See http://bankrupt.com/misc/wiwb08-12389.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***