TCR_Public/080519.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, May 19, 2008, Vol. 12, No. 118

                             Headlines

ABFC TRUST: S&P Cuts Ratings on 44 Classes of Asset-Backed Certs.
ABS GLOBAL FINANCE: Fitch Affirms Class E-1 Notes' BB Rating
ADELPHIA COMMS: Recovery Trust Wants Declaration Amended
ADELPHIA COMMS: MI-Connection Wants Duke Pact Assignment Clarified
ADELPHIA COMMS: Wants Claims Objection Deadline Extended Sept. 12

ADVANCED MICRO: Board Appoints Clegg to Compensation Committee
ADVANCED MICRO: Randy Allen to Head Computing Solutions Group
ALLIED DEFENSE: Posts $3.3 Million Net Loss in 2008 First Quarter
AMERICAN AXLE: Reaches Tentative Labor Agreement with UAW
AMERICAN HOME: Court Sets June 20 as Cure Objection Deadline

AMERICAN HOME: Settles with N.Y. Mortgage Co. for $318,000
AMERICAN SURGICAL: Webb & Company Raises Going Concern Doubt
AMERIQUEST MORTGAGE: S&P Puts Default Rating on Class M-3 Certs.
AMN HEALTHCARE: Debt Reduction Cues Moody's to Lift Rating to Ba1
AMPEX CORP: Will Not Appeal Nasdaq Delisting of Class A Securities

AMR CORP: EBITDAR Covenant Waived under Citicorp Credit Facility
AXCESS INT'L: March 31 Balance Sheet Upside Down by $5.3 Million
BCC LIFE: Voluntary Chapter 11 Case Summary
BEAR STEARNS ASB: Fitch Junks Ratings on 7 Classes of Securities
BEAZER HOMES: Files 1st & 2nd Quarter Fiscal 2008 Financials

BOMBARDIER INC: Fitch Upgrades Preferred Stock Rating to BB-
BOMBAY CO: Court Approves A.S.K. Financial as Litigation Counsel
BRIDGETECH HOLDINGS: Jewett Schwartz Raises Going Concern Doubt
BUFFETS HOLDINGS: To Reject Pacts Related to Sacramento Lease
CAMBIUM LEARNING: Moody's Cuts Ratings on Latent Fraud Activities

CHEROKEE INTERNATIONAL: Earns $12,000 in 2008 First Quarter
CHRYSLER LLC: CAW Labor Pact Aids in Canadian Biz Competitiveness
CITICORP: Fitch Affirms Low-B Ratings on 3 Classes
CITIGROUP MORTGAGE: Fitch Cuts Ratings on 4 Classes to Low-B
CITY CAPITAL: Spector & Wong Raises Going Concern Doubt

CLEAR CHANNEL: Moody's Maintains Rating Review on Pending Deal
CLAIRE'S STORES: $350MM Notes PIK Plan Won't Affect S&P's Ratings
COLLINS & AIKMAN: S&P Concludes Review; Ratings Remain Unchanged
COMMERCIAL ASSETS: Fitch Affirms BB+ Rating on Class M-6 Bonds
CPG INT'L: Weak Market Demand Cues S&P to Revise Outlook to Stable

CPI PLASTICS: Obtains Waiver and Modifies Credit Deal with Lenders
CSFB MORTGAGE: S&P Cuts BBB- Rating on Class L Certificates to B+
CSMC 2006-TFL2: Fitch Affirms Low-B Ratings on 2 Classes
DANA CORP: District Judge Dismisses Jasco Tools' $20 Mil. Claim
DANA CORP: Earns $685 Million in First Quarter of Fiscal Year 2008

DEL FRISCO: S&P Removes 'B' Corp. Credit Rating from Pos. Watch
DEL MONTE FOODS: Fitch Says Ratings Unaffected by StarKist Plan
DELPHI CORP: Sues Appaloosa Management et al. for Reneging on EPCA
EL DORADO HILLS: Case Summary & 20 Largest Unsecured Creditors
EL PASO: $300MM Share-Repurchase Program Won't Affect S&P's Rating

EOS AIRLINES: Wants to File Schedules and Statements Until May 26
FEDDERS CORP: Court Okays Bidding Procedures for Sale of Assets
FINANCE AMERICA: Moody's Junks Ratings on Two Loan Classes
FIRST FRANKLIN: S&P Slashes AA Rating to BB on Class M-1 Certs.
FORD CREDIT AUTO: Moody's Assigns (P)Ba2 Rating on Class D Notes

FORD CREDIT AUTO: Fitch to Assign BB Rating on Class D
GENERAL MOTORS: To Resume Production as Axle & UAW Reach Pact
GRAFTECH INT'L: S&P Lifts Rating to BB- from B+ on Strong Fin'l
GREEKTOWN HOLDINGS: S&P Cuts Corp. Credit Rating to CCC+ from B-
GSAA HOME: S&P Downgrades Ratings on 10 Certificate Classes

HARRY PAPPAS: Creditors Gang Up, File Chapter 7 Petition
HARRY PAPPAS: Involuntary Chapter 11 Case Summary
HOMETOWN COMMERCIAL: Fitch Affirms Low-B Ratings on 6 Classes
HOVNANIAN ENTERPRISES: Amends Credit Deal, Prices Notes Offering
IDLEAIRE TECH: Secures $25 Million DIP Financing from Wells Fargo

IMAX CORP: Must Maintain $7.5MM Available Cash Under Wachovia Loan
JOURNAL REGISTER: Covenant Breach Likely if Finances Remain Slump
JP MORGAN CHASE COMMERCIAL: Fitch Holds Low-B Ratings on 3 Classes
JSM MEAT: Recalls Beef Products from 11 States on E. Coli Scare
LEINER HEALTH: FTI Consulting OK'd as Panel's Financial Advisor

LB-UBS COMMERCIAL: Fitch Affirms Low-B Ratings on 3 Classes
LEVITT AND SONS: Certain Debtors Want to Dispute Sunshine Pacts
LEXINGTON PRECISION: Andrews Kurth Approved as Panel's Counsel
LIFECARE HOLDINGS: March 31 Balance Sheet Upside Down by $2MM
LINENS N' THINGS: Wants to Hire Morgan Lewis as Special Counsel

LITTLE TRAVERSE: Moody's Holds B2 Rating; Changes Outlook to Neg.
LOUISIANA RIVERBOAT: Court Sets June 30 as Claims Bar Date
LSP BATESVILLE: S&P's Rtngs. Unmoved by Complete Energy-GSC Merger
MACY'S RETAIL: Moody's Cuts Subordinated Shelf Rating to (P)Ba1
MAGUIRE PROPERTIES: Founder Forgoes Acquisition Plans, Loses Seat

MAXXAM INC: March 31 Balance Sheet Upside-Down by $296.1 Million
MCP CORP: Receives Delisting Notice From AMEX
MEADWESTVACO CORP: Moody's Cuts Debt Rating to Ba1 on Low Margins
MEDICAL CONNECTIONS: Posts $1.8 Million Net Loss in 1Q 2008
MERRILL LYNCH: Moody's Chips Ratings to C on Four Cert. Classes

MERITAGE HOMES: Posts $45 Million Net Loss in 2008 First Quarter
MORGAN STANLEY CAPITAL I: Fitch Cuts Rating on Classes M & N
MSGI SECURITY: March 31 Balance Upside Down by $2 Million
NESTOR INC: Posts $2,505,000 Net Loss in 2008 First Quarter
NEVADA POWER: S&P Lifts Corp. Credit Rating to BB from BB-

NEW CENTURY: Court Approves Grant Thornton as Tax Accountant
NOBLE INTERNATIONAL: No Longer Subject to Nasdaq Delisting
PAPPAS TELECASTING: CEO Forced to File Chapter 7 Petition
PARADISE MUSIC: Files 2006 Annual Report; Has Going Concern Doubt
PERFORMANCE TRANS: Black Diamond Seeks Independent Plan Committee

PERFORMANCE TRANS: Committee, Lender Groups Support Plan Panel
PERFORMANCE TRANS: DE Shaw Wants to Operate Reorganized Company
PERFORMANCE TRANS: Balks at Proposal to Appoint Plan Committee
PILGRIM'S PRIDE: Completes $177MM Offering of 7.5 Million Stock
PILGRIM'S PRIDE: S&P Holds 'BB-' Credit Rating on Stock Sale

PLASTECH ENGINEERED: Parties Balk at Plan-Filing Period Extension
PNC MORTGAGE: S&P Holds 'CCC-' Rating on Class C Certificates
PQ CORP: S&P Assigns 'B' Corp. Credit Rating with Stable Outlook
PRODUCTION ENHANCEMENT: Obtains Waiver for Breach of Credit Deals
QUEBECOR WORLD: Seeks Approval to Sell Aircraft for $20.3 Million

QUEBECOR WORLD: Renews $60 Mil. Multi-Year Deal with Bauer
QUEBECOR WORLD: Quebec Court Extends CCAA Stay Until July 25
RAPTOR NETWORKS: Mendoza Berger Raises Going Concern Doubt
RCS-CHANDLERS: Court Approves Schian Walker as Counsel
REAL ESTATE VII: Ernst & Young Raises Going Concern Doubt

REMOTE DYNAMICS: March 31 Balance Sheet Upside-Down by $9 Million
RESIDENTIAL CAPITAL: Gets Consents for $14 Bil. Note Tender Offers
RESTRUCTURED ASSET: S&P Lowers Certificate Rating to BB from BBB-
RITE AID: Jim Donald Joins Board, Director Robert Mariano Resigns
RURAL CELLULAR: March 31 Balance Sheet Upside-Down by $785.4MM

SAGITTARIUS RESTAURANTS: S&P Chips Facility Issue Rating to B
S&S FOOD: Voluntary Chapter 11 Case Summary
SBARRO INC: Posts $2.8 Million Net Loss in 2008 First Quarter
SHARPER IMAGE: Allowed to Sell Business, Assets
SHARPER IMAGE: Can Pay Obligations Under $3.6MM Severance Plan

SHARPER IMAGE: Wants to Employ GVS as Valuation Analyst
SHARPER IMAGE: Court Allows Employment of RCS as Consultant
SIRVA INC: Files Financial Info Related to Share Purchase Deal
SIRVA INC: Triple Net Withdraws Appeal on DIP Financing, Payments
SPACEHAB INC: ARES Terminates Cost Plus Award Fee Subcontract

SPECTRUM BRANDS: Not In Talks for Sale of Home and Garden Biz
SPEEDEMISSIONS INC: Tauber & Balser Raises Going Concern Doubt
SPIRE CORP: Eludes Default, Gets Waiver from Silicon Valley Bank
STEAKHOUSE PARTNERS: Case Summary & 45 Largest Unsecured Creditors
SUNCREST LLC: Court Approves Snell & Wilmer as Panel's Counsel

SUNSTATE EQUIPMENT: Moody's Cuts Corp. Family Rating to B2 from B1
SUPERIOR OFFSHORE: To Sell Assets to Global Industries for $6MM
SUPERIOR OFFSHORE: Wants to Terminate Registration of Securities
TABERNA IX: Fitch Cuts Rating on Classes B-1L & B-2L Notes
TENTH STREET BSF: Voluntary Chapter 11 Case Summary

TEXAS STATE HOUSING: S&P Puts 'C' Rating Under Negative Watch
THOMPSON CREEK: $215MM Shares Issuance Cues S&P's Positive Watch
TOUSA INC: Inks Agreement to Settle JPMorgan Facility Default
TOUSA INC: Asks Court to Approve Jasmine Ranch Settlement
TOUSA INC: Asks Court to Approve Escrow Pact with Lennar, et al.

TOUSA INC: Enters Stipulation on Citicorp & Wells Fargo Claims
TOUSA INC: Court Amends Order on Sale of Note to PRN for $13.5MM
TOUSA INC: Allowed to Make Payments in GMAC Controversy
TRAILER BRIDGE: March 31 Balance Sheet Upside Down by $329,034
TUCSON ELECTRIC: Fitch Affirms 'BB' IDR; Rating Outlook Stable

UAL CORP: Moody's Holds All Debt Ratings; Changes Outlook to Neg.
UAL CORPORATION: ALPA Reserves $10 Million to Get Better Deals
UAL CORPORATION: Dispute with HSBC Bank Needs Settlement
UAL CORPORATION: Has Pending Case Against LA Port on Bond Debt
UAL CORPORATION: Operating Unit Undergoes Organizational Changes

UNITED RENTALS: S&P Puts 'BB+' Rating on Proposed $1BB Facility
UNIVISION COMMS: Fitch Says 1Q Results In-Line With Expectations
US CONCRETE: Moody's Cuts Rating to B2 from B1 on $285MM Notes
U.S. SHIPPING: Posts $5.8 Million Net loss in 2008 First Quarter
VERSO PAPER: S&P Retains 'B' Corp. Credit Rating Under Pos. Watch

VIRGIN MOBILE: Talk with SK Telecom Won't Affect S&P's 'B-' Rating
VITERRA INC: S&P Affirms 'BB' Rating on C$300MM Senior Notes
WCI STEEL: Inks Share Buyout and $230 Million Debt Assumption Deal
WORLDSPACE INC: March 31 Balance Sheet Upside Down by $1.7 Billion

* Fitch: Q1 Results Show Extent of Slowdown in Leveraged Markets
* S&P Lowers Ratings on 21 Tranches from Four US Hybrid CDOs
* S&P Took Ratings Actions on Various Synthetic CDO Transactions
* Moody's Says NA Life and Property Insurers Report Higher Losses

* BDO Seidman Identifies Risk Factors at 100 Largest Retailers

* BOND PRICING: For the Week of May 12 - May 16, 2008

                             *********


ABFC TRUST: S&P Cuts Ratings on 44 Classes of Asset-Backed Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 44
classes of asset-backed certificates from 13 transactions issued
by ABFC Trust, Asset Backed Securities Corp., Centex Home
Equity Loan Trust, Fieldstone Mortgage Investment Trust, New
Century Home Equity Loan Trust, and NovaStar Mortage Funding
Trust.  At the same time, S&P placed its ratings on 13 classes
from these transactions on CreditWatch with negative implications.  
Two ratings remain on CreditWatch negative.  Concurrently, S&P
affirmed its ratings on the remaining 112 classes from these and
five other transactions.  These classes are secured primarily by
U.S. subprime mortgage loan collateral.
     
The downgrades reflect reduced credit enhancement due to monthly
realized losses, as well as a high amount of loans that are
considered severely delinquent (90-plus days, foreclosures, and
REOs).  Cumulative losses, as well as total and severe
delinquencies, for each of the transactions are provided in the
table below.  For the downgraded transactions, severe
delinquencies, as a percentage of the current pool balances,
ranged from 6.42% (NovaStar 2003-1) to 36.45% (ABFC 2005-WMC1).   
The increasing amount of loans that are severely delinquent
suggests that losses will continue to exceed excess interest and
further compromise credit support.  Each downgraded transaction
from the 2005 vintage showed a large increase in the dollar amount
of severe delinquencies since the May 2007 remittance.  The
increases ranged from 145.18% (ABFC 2005-WMC1) to 262.86%
(Fieldstone 2005-3).  

(As of the April 2008 remittance)
(Cumulative losses represent the percentage of the original pool
balance, and total and severe delinquencies represent the
percentage of the current pool balance.)

                         ABFC 2002-OPT1 Trust            

      Series    Pool factor Cum. Losses Total del. Sev. del.
      ------    -----------  ---------   --------  ---------
      2002-OPT1     4.31%      1.77%      34.63%     23.10%
      2004-AHL1    10.47%      1.04%      31.24%     12.66%
      2004-OPT3    13.47%      0.45%      17.89%     10.53%
      2005-WMC1    32.52%      2.97%      46.34%     36.45%

                   ABSC Home Equity Loan Trust

      Series    Pool factor Cum. Losses  Total del.   Sev. del.
      ------    ----------- -----------  ----------   ---------
      2002-HE1      4.41%      3.08%       21.50%       12.68%
      2003-HE3      7.57%      1.56%       32.91%       21.14%
      2003-HE6     13.46%      1.18%       17.56%       10.81%
      2004-HE4     23.66%      9.52%       23.28%       14.35%
      2005-HE7     32.12%      0.85%       35.48%       26.77%

                  Centex Home Equity Loan Trust

     Series Grp Pool factor  Cum. Losses  Total del.  Sev. del.
     -----  --- -----------  -----------  ----------  ---------   
     2002-A  1     17.16%       5.34%       18.27%      8.66%
     2002-A  2      6.44%       4.42%       38.42%     24.69%

                Fieldstone Mortgage Investment Trust

      Series    Pool factor Cum. Losses  Total del.   Sev. del.
      ------    ----------- -----------  ----------   ---------
      2005-2      42.00%        2.53%      46.58%       34.52%
      2005-3      54.72%        2.51%      47.76%       36.07%

               New Century Home Equity Loan Trust

      Series    Pool factor Cum. Losses  Total del.   Sev. del.
      ------    ----------- -----------  ----------   ---------
      2003-3       7.70%       1.21%       23.01%       12.12%
      2005-1      20.95%       1.35%       32.39%       22.89%
      2005-2      27.27%       1.58%       32.28%       22.95%

                  NovaStar Mortgage Funding Trust

      Series    Pool factor Cum. Losses  Total del.   Sev. del.
      ------    ----------- -----------  ----------   ---------
      2003-1        9.59%       1.45%      10.81%       6.42%
      2004-3       13.13%       2.10%      23.61%      14.39%
      2004-4       13.71%       1.81%      29.03%      19.38%

S&P placed its ratings on 13 classes on CreditWatch negative and
two classes remain on CreditWatch negative.  While S&P believe the
amount of credit enhancement for these classes may be insufficient
to cover projected losses, S&P will not take additional rating
actions until its complete further analysis.

S&P will evaluate and compare the date of projected defaults with
the projected payoff dates, as well as the relationships between
projected credit support and projected losses throughout the
remaining life of each certificate.  
     
The 112 affirmations reflect sufficient credit enhancement
available to support the ratings at their current levels.

Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  Some have additional
support in the form of primary mortgage insurance.  The collateral
for these transactions primarily consists of subprime, adjustable-
and fixed-rate mortgage loans secured by first liens on one- to
four-family residential properties.


                          Ratings Lowered

                        ABFC 2002-OPT1 Trust
                          Series 2002-OPT1

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-1        04542BBL5     BBB+           AA+
           M-2        04542BBM3     BBB-           AA-
           M-3        04542BBN1     B              A
           M-4        04542BBP6     CCC            BBB
           M-5        04542BBQ4     CCC            BBB-

                       ABFC 2005-WMC1 Trust
                         Series 2005-WMC1

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-6        04542BPJ5     B-             B

   Asset Backed Securities Corp. Home Equity Loan Trust 2003-HE6
                          Series 2003-HE6

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M2         04541GGC0     BBB            A
            M3         04541GGD8     BB+            A-
            M4         04541GGE6     BB             BBB+
            M5         04541GGF3     B              BBB
            M6         04541GGG1     B-             BB-

    Asset Backed Securities Corp. Home Equity Loan Trust Series
                            2003-HE3
                         Series 2003-HE3

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M2         04541GEM0     BB             A
            M3         04541GEN8     B              A-
            M4         04541GEP3     CCC            BB-
            M5         04541GEQ1     CC             B

             ABSC Home Equity Loan Trust Series 2004-HE4
                          Series 2004-HE4

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M6         04541GKH4     CCC            B-

    Asset Backed Securities Corp. Home Equity Loan Trust Series
                              2005-HE7
                          Series 2005-HE7

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M4         04541GUA8     BB             BBB+
            M5         04541GUB6     B              BBB
            M6         04541GUC4     CCC            BBB-
            M7         04541GUF7     CCC            BB+
            M8         04541GUG5     CCC            BB
            M9         04541GUH3     CCC            BB

               Centex Home Equity Loan Trust 2002-A
                           Series 2002-A

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            BF         152314EP1     CCC            BBB

         Fieldstone Mortgage Investment Trust Series 2005-2
                            Series 2005-2

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M7         31659TEA9     CCC            A+
            M8         31659TEB7     CCC            A-
            M9         31659TEC5     CCC            BB+
            M10        31659TED3     CC             CCC

         Fieldstone Mortgage Investment Trust Series 2005-3
                             Series 2005-3

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M7         31659TEQ4     CCC            A+
            M8         31659TER2     CCC            A+
            M9         31659TES0     CCC            A
            M10        31659TET8     CC             A-
            M11        31659TEU5     CC             BBB+
            M12        31659TEV3     CC             BBB
            M13        31659TEW1     CC             BBB-

          New Century Home Equity Loan Trust Series 2003-3
                          Series 2003-3

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-4        64352VDC2     B              B+
            M-5        64352VDD0     B-             B

           NovaStar Mortgage Funding Trust Series 2003-1
                           Series 2003-1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-3        66987XCH6     B              BBB

            NovaStar Mortgage Funding Trust Series 2004-3
                             Series 2004-3

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-1        66987XFV2     BBB-           A-
            B-2        66987XFW0     B              BBB
            B-3        66987XFX8     CCC            B
            B-4        66987XFY6     CCC            B-

           NovaStar Mortgage Funding Trust Series 2004-4
                             Series 2004-4

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-2        66987WCA3     BB             A-
            B-3        66987WCB1     CCC            B
            B-4        66987WCC9     CC             B-

             Ratings Remaining on Creditwatch Negative

                       ABFC 2005-WMC1 Trust
                         Series 2005-WMC1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-4        04542BPG1     AA/Watch Neg
                  M-5        04542BPH9     AA-/Watch Neg

               Ratings Placed on Creditwatch Negative

                         ABFC 2005-WMC1 Trust
                           Series 2005-WMC1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      ------        --             -----  
            M-3        04542BPF3     AA/Watch Neg   AA

               Centex Home Equity Loan Trust 2002-A
                          Series 2002-A

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           MF-2       152314EN6     A/Watch Neg    A

         Fieldstone Mortgage Investment Trust Series 2005-2
                           Series 2005-2

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M2         31659TDV4     AA+/Watch Neg  AA+
            M3         31659TDW2     AA+/Watch Neg  AA+
            M4         31659TDX0     AA/Watch Neg   AA
            M5         31659TDY8     AA/Watch Neg   AA
            M6         31659TDZ5     AA-/Watch Neg  AA-

         Fieldstone Mortgage Investment Trust Series 2005-3
                           Series 2005-3

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M1         31659TEJ0     AA+/Watch Neg  AA+
            M2         31659TEK7     AA+/Watch Neg  AA+
            M3         31659TEL5     AA+/Watch Neg  AA+
            M4         31659TEM3     AA+/Watch Neg  AA+
            M5         31659TEN1     AA/Watch Neg   AA
            M6         31659TEP6     AA/Watch Neg   AA

                         Ratings Affirmed

                       ABFC 2004-AHL1 Trust
                         Series 2004-AHL1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        04542BGG1     AAA
                  M-2        04542BGH9     AA
                  M-3        04542BGJ5     A+
                  M-4        04542BGK2     BBB+
                  M-5        04542BGL0     BBB
                  M-6        04542BGM8     BB-
                  M-7        04542BGN6     B

                       ABFC 2004-OPT3 Trust
                         Series 2004-OPT3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        04542BGR7     AAA
                  A-4        04542BGU0     AAA
                  M-1        04542BGV8     AA
                  M-2        04542BGW6     A
                  M-3        04542BGX4     A-
                  M-4        04542BGY2     BBB+
                  M-5        04542BGZ9     BBB

                       ABFC 2005-WMC1 Trust
                         Series 2005-WMC1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        04542BNX6     AAA
                 A-2C       04542BPA4     AAA
                 A-2D       04542BPB2     AAA
                 A-2MZ      04542BPC0     AAA
                 M-1        04542BPD8     AA+
                 M-2        04542BPE6     AA+
                 M-7        04542BPK2     CCC
                 M-8        04542BPL0     CCC
                 M-9        04542BPM8     CCC
                 M-10       04542BPN6     CC
                 M-11       04542BPP1     CC
                 M-12       04542BPQ9     CC

   Asset Backed Securities Corp. Home Equity Loan Trust 2003-HE6
                          Series 2003-HE6

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A1         04541GFX5     AAA
                  A2         04541GFY3     AAA
                  A3-B       04541GGM8     AAA
                  M1         04541GGB2     AA

    Asset Backed Securities Corp. Home Equity Loan Trust Series
                             2003-HE3
                          Series 2003-HE3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M1         04541GEL2     AA

    Asset Backed Securities Corp. Home Equity Loan Trust Series
                              2002-HE1
                           Series 2002-HE1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M1         04541GCG5     AA
                  M2         04541GCH3     B

    Asset Backed Securities Corp. Home Equity Loan Trust Series
                              2004-HE4
                           Series 2004-HE4

                   Class      CUSIP         Rating
                   -----      -----         ------
                   A1         04541GKA9     AAA
                   M1         04541GKC5     AA
                   M2         04541GKD3     AA
                   M3         04541GKE1     AA-
                   M4         04541GKF8     BBB
                   M5         04541GKG6     B
                   M7         04541GKJ0     CCC

    Asset Backed Securities Corp. Home Equity Loan Trust Series
                               2005-HE7
                            Series 2005-HE7

                   Class      CUSIP         Rating
                   -----      -----         ------
                   A2         04541GTV4     AAA
                   A3         04541GTW2     AAA
                   M1         04541GTX0     AA+
                   M2         04541GTY8     AA
                   M3         04541GTZ5     A

                Centex Home Equity Loan Trust 2002-A
                            Series 2002-A

                   Class      CUSIP         Rating
                   -----      -----         ------
                   AF-4       152314EJ5     AAA
                   AF-5       152314EK2     AAA
                   AF-6       152314EL0     AAA
                   MF-1       152314EM8     AA
                   AV         152314EQ9     AAA
                   MV-1       152314ER7     A
                   MV-2       152314ES5     BB
                   BV         152314ET3     CCC

         Fieldstone Mortgage Investment Trust Series 2005-2
                           Series 2005-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       31659TDN2     AAA
                  1-A2       31659TDP7     AAA
                  2-A2       31659TDR3     AAA
                  2-A3       31659TDS1     AAA
                  M1         31659TDU6     AA+

        Fieldstone Mortgage Investment Trust, Series 2005-3
                           Series 2005-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A        31659TEE1     AAA
                  2-A1       31659TEF8     AAA
                  2-A2       31659TEG6     AAA
                  2-A3       31659TEH4     AAA

             New Century Home Equity Loan Trust 2005-1
                           Series 2005-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1ss      64352VJU6     AAA
                  A-2c       64352VJY8     AAA
                  M-1        64352VKA8     AA
                  M-2        64352VKB6     AA
                  M-3        64352VKC4     AA-
                  M-4        64352VKD2     A+
                  M-5        64352VKE0     A
                  M-6        64352VKF7     A-
                  M-7        64352VKG5     BBB+
                  M-8        64352VKH3     BBB
                  M-9        64352VKJ9     BB

             New Century Home Equity Loan Trust 2005-2
                           Series 2005-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1ss      64352VKK6     AAA
                  A-2c       64352VKR1     AAA
                  M-1        64352VKT7     AA
                  M-2        64352VKU4     AA
                  M-3        64352VKV2     AA-
                  M-4        64352VKW0     A+
                  M-5        64352VKX8     A
                  M-6        64352VKY6     A-
                  M-7        64352VKZ3     BBB+
                  M-8        64352VLA7     BBB
                  M-9        64352VLB5     BB

          New Century Home Equity Loan Trust Series 2003-3
                           Series 2003-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-2        64352VCW9     AAA
                  A-3        64352VCX7     AAA
                  M-1        64352VCZ2     AA
                  M-2        64352VDA6     A
                  M-3        64352VDB4     BB
                  M-6        64352VDE8     CCC

           NovaStar Mortgage Funding Trust Series 2003-1
                            Series 2003-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        66987XCD5     AAA
                  A-2        66987XCE3     AAA
                  M-1        66987XCF0     AA
                  M-2        66987XCG8     A
                  AIO        66987XCJ2     AAA
                  P          66987XCK9     AAA

           NovaStar Mortgage Funding Trust Series 2004-3
                             Series 2004-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        66987XFP5     AA+
                  M-2        66987XFQ3     AA+
                  M-3        66987XFR1     AA
                  M-4        66987XFS9     AA-
                  M-5        66987XFT7     A+
                  M-6        66987XFU4     A

           NovaStar Mortgage Funding Trust, Series 2004-4
                             Series 2004-4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1A       66987WBN6     AAA
                  A-1B       66987WBP1     AAA
                  A-2C       66987WBS5     AAA
                  M-1        66987WBT3     AA+
                  M-2        66987WBU0     AA+
                  M-3        66987WBV8     AA
                  M-4        66987WBW6     AA
                  M-5        66987WBX4     AA-
                  M-6        66987WBY2     A+
                  B-1        66987WBZ9     A


ABS GLOBAL FINANCE: Fitch Affirms Class E-1 Notes' BB Rating
------------------------------------------------------------
Fitch Ratings has affirmed and removed from Rating Watch Negative
(RWN) the class E-1 notes issued by ABS Global Finance Plc (ABS
Global), Series 2006-1:

    -- Class E-1 (USD2 million) notes affirmed at 'BB'; off RWN

The notes were placed on RWN on November 15, 2007, due to the
level
of defaults experienced by the transaction.

According to the April 2008 servicer report, the credit
enhancement
of the notes has been reduced to 0.66% from the original 1% at
closing. The notes' credit enhancement comprises the class F-1
notes
and the equity tranche, of which the equity tranche has been
depleted by 0.34% due to defaults.

The affirmation of the notes follows further analysis of the
current
portfolio, in particular the obligors with the weakest credit
profile in the securitised asset pool. Fitch believes that the
current levels of credit enhancement are sufficient to protect the
class E-1 noteholders against losses that might arise from further
defaults, based on the different stressed scenarios that defaults
continue to occur until the expected maturity date.

The transaction is currently within its revolving period, during
which principal collections are used to purchase new eligible
receivables. From June 2008, the transaction administrator will
perform principal collection tests for each class of the notes,
which will measure whether underlying assets can generate
sufficient
collections to redeem each class of notes at the expected maturity
date in December 2008. The tests will be repeated every month from
June to December 2008. If the principal collection tests are not
met, the revolving period will end and the principal accumulation
period will commence.

ABS Global is a public limited liability company issuing USD
floating-rate notes backed by trade finance loan receivables
originated by branches of Citibank, N.A. (Citibank, rated 'AA-'
(AA minus)/ 'F1+' with a Negative rating Outlook) in Hong Kong,
Singapore and Taiwan.


ADELPHIA COMMS: Recovery Trust Wants Declaration Amended
--------------------------------------------------------
The Adelphia Recovery Trust established in reorganized Adelphia
Communications Corp. and its debtor-affiliates' Chapter 11 cases
ask the U.S. Bankruptcy Court for the Southern District of New
York to approve:

   a) an amendment to a trust declaration, the document that
      together with the confirmed Plan of Reorganization for the
      Debtors governs the ART, for the purpose of ensuring that
      the ART is accorded pass-through treatment for income tax
      purposes; and

   b) the allocation of distributions from the ART to
      "deficiency" amounts with respect to a given class of
      Trust Interests before paying accrued dividends.

                   The Adelphia Recovery Trust

Pursuant to the Plan and Confirmation Order, the ART was created
for the purpose of liquidating the transferred causes of action
for the benefit of holders of interests in the ART.  Certain
classes of creditors and the United States government, on behalf
of the Restitution Fund, in exchange for their interests in the
causes of action, received various series of trusts interests as
part of the recoveries under the Plan.  

The ART was previously named the Contingent Value Vehicle up
until March 15, 2007.

The ART has received, as of April 28, 2008, proceeds aggregating
roughly $180 million from the settlement of certain Causes of
Action, according to David M. Friedman, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York.  

The Trust Declaration specifies that the ART was established as a
liquidating trust as described in Section 301.7701-4(d) of the
Treasury Regulations and that unless the Internal Revenue Service
or a court of competent jurisdiction required a different
treatment, the ART was to be treated as a grantor trust for
United States federal income tax purposes pursuant to Section
1.671-4(a) of the U.S. Treasury Regulations.  

The Trust Declaration requires that the ART be characterized for
tax purposes as a pass-through entity to eliminate the potential
for any trust-level taxes allowing Holders to receive maximum
recoveries from the ART.  If the ART were not recognized as a
pass-through entity, it would be subject to a combined federal
and state tax rate of up to 43.7%, Mr. Friedman notes.  Holders
also would be responsible for their own taxes and distributions
received from the ART in addition to the 43.7% tax, he adds.

The provisions of the Tax Declaration provide for pass-through
tax treatment.  However, there was no guarantee that the IRS
would agree with that characterization, Mr. Friedman says.    

                   Trust Declaration Amendment

In June 2007, in response to the ART's behest, the IRS agreed
that it would recognize ART as a pass-through entity if the Trust
Declaration were amended to eliminate the possibility that the
ART Trustees would seek to list the Trust Interests on national
exchange or actively engage in other "market-making" activities.

Upon further review, the ART Trustees concluded that they should
certainty regarding the pass-through tax treatment of the ART.  
They also noted that holder of Trust Interests will benefit from
the cost savings resulting from those interests not being listed
on an exchange.  Thus, the Trustees unanimously voted in favor of
amending the Trust Declaration to conform to the IRS' comments.  

Accordingly, after reviewing the second amended trust declaration
and further discussions with tax counsel to the ART Trustees, the
IRS issued its ruling in December 2007 that the ART would be
recognized as a pass-through liquidating or grantor trust.

A full-text copy of the ART's Second Amended and Restated
Declaration is available for free at:

              http://researcharchives.com/t/s?2c10

The Confirmation Order provides that after the Plan Effective
Date, the Plan Documents including the Trust Declaration may be
amended and modified.  Although the proposed trust amendment
satisfies the Confirmation Order as to preserving the ART as a
grantor trust, it arguably is inconsistent with the ability to
satisfy the listing requirements, Mr. Friedman points out.  

In light of that inconsistency, the ART Trustees seek the Court's
authority to amend the Trust Declaration to eliminate those
requirements.  

                       ART Distributions

The Plan provides for the accrual of non-cumulative post-
Effective Date Dividends for certain Series of Trust Interests.  
Dividends accrue based on the outstanding Deficiency for the
Series, and therefore, the basis for the accrual changes each
time the Deficiency on each Series changes -- whether through a
Plan Distribution, through the disallowance or settlement of a
Disputed Claim, or through an ART Distribution.  If Dividends are
deemed paid first in an ART Distribution, a larger comparative
Deficiency balance will remain outstanding and thus greater
Dividends will accrue than if the Deficiency is deemed paid
first, Mr. Friedman notes. "That is because the Dividends are not
cumulative, and are not added to the balance on which Dividends
are calculated."

The ART is required to furnish certain information annually to
Holders to enable to calculated their potential tax liability.  
Whether the Deficiency or Dividends is deemed paid first may
impact the Holders' tax reporting because the Dividends could be
considered by the IRS as taxable because the Plan refers to them
as dividends and they economically represent an interest-like
return on the amount of a Holder's Allowed Claim, Mr. Friedman
says.

The Plan and other governing trust documents are silent on the
specific question of whether ART Distributions should be treated
as paying the Deficiency or accrued Dividends first, according to
Mr. Friedman.  

Mr. Friedman informs the Court that the ART Trustees carefully
considered the issue, including the potential impact, although
relatively small, on the classes relative to one another, and
concluded unanimously that ART Distributions will be deemed paid
before Dividends.

The ART Trustees assert that their request is warranted for these
reasons:

   * The Plan provides for a "principal first" approach for
     distributions made by the Plan Administrator pursuant to the
     Plan.  There is no compelling reason to treat ART
     Distributions differently than Plan distributions.

   * A Dividends first approach could result in Holders paying
     tax earlier than a Deficiency first approach.  Paying the
     Deficiency first before the accrued Dividends reduces to the
     extent possible the risk that Holders will be taxed
     currently on amounts they have not received and may never
     receive.  

   * The Plan provides that Dividends will be "non-cumulative."
     To adopt a "Dividend first" methodology could be viewed as
     indirectly allowing Dividends to cumulate by deferring
     payment of the Deficiency to the maximum possible extent.

   * The Second Supplemental Disclosure Statement demonstrates
     that distributions with respect to CVV Series Arahova are
     intended to be principal first.  Certain scenarios show that
     the Plan contemplated that CVV Series Arahova would receive
     a distribution of its Deficiency.  Basic fairness would
     treat Holders of all classes of Trust Interests as following
     the same rule.

   * The Deficiency amount represents allowed claims of Holders
     that have not recovered the full amount of their allowed
     claim in bankruptcy.  Unless and until the Holders have
     recovered their full allowed claims, it would be
     inappropriate to treat anything distributed to a class as
     yield or profit.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 187; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: MI-Connection Wants Duke Pact Assignment Clarified
------------------------------------------------------------------
MI-Connection Communications System is a joint agency formed in
accordance with North Carolina law by the County of Mecklenburg,
North Carolina, and each of several municipalities within the
Counties of Mecklenburg and Iredell, namely Cornelius, Davidson,
and Mooresville.

MI-Connection asks the U.S. Bankruptcy Court for the Southern
District of New York to clarify that the Pole Attachment Agreement
between Duke Power Co. and Adelphia Communications Corp. debtor-
affilites Prestige Cable of NC Inc., dated Feb. 19, 1993, was
validly assigned to it as part of its purchase of cable system
assets.

                       The Duke Agreement

Each of the four jurisdictions represented by MI-Connection was
the counterparty to a franchise agreement with Adelphia that
entitled it to exercise a right of first refusal in any sale of
Adelphia's cable system serving their franchise areas.  The Duke
Agreement, which was a Pole Attachment Agreement, permitted
Adelphia to attach its cable system attachments to Duke's poles
in two North Carolina counties where the four jurisdictions'
franchise areas are located.  

Adelphia, however, attempted to assume and assign all of those
executory contracts in connection with a sale of substantially
all of its assets to Time Warner and Comcast Corporation.  The
four jurisdictions thus exercised their rights of first refusal,
stepped into the shoes of Time Warner, and acquired from the
Debtors certain of their cable system assets in the subject
bankruptcy sale, Kenneth A. Brunetti, Esq., at Miller & Van
Eaton, LLP, in San Francisco California, relates.  The rights
were formally exercised and the sale to MI-Connection closed
after the sale of other Adelphia assets to Time Warner.

However, some cable system assets that should have been held back
by the Debtors were purportedly provided in error to Time Warner
at the sale closing.  According to Mr. Brunetti, the Duke
Agreement was one of the assets purportedly inadvertently
provided to Time Warner.  Ultimately, the parties decided and
obtained Court approval to rectify the errors by executing two
asset purchase agreements, (1) one between the four jurisdictions
represented by MI-Connection and Time Warner to ensure that any
assets that belonged to MI-Connection were in fact provided to
MI-Connection, and (2) the other between the four jurisdictions
represented by MI-Connection and the Debtors to transfer the
remaining assets.

The two agreements, Mr. Brunetti notes, ensured that all property
subject to the right of first refusal, including real estate
located in Mooresville, North Carolina, vehicles, inventory, and
various executory contracts, including the Duke Agreement, became
the property of MI-Connection and had the effect of bringing the
transfer into conformity with the Court's Orders.

                Duke Does Not Recognize Assignment

Duke has now refused to recognize the assignment of the Duke
Agreement to MI-Connection, Mr. Brunetti points out.  Duke's
position is that Time Warner was the sole and exclusive
transferee of the assets of the Adelphia system including the
Duke Agreement, and therefore MI-Connection has no right to them.

By refusing to recognize the assignment of the Duke Agreement to
MI-Connection, Duke is frustrating the implementation of the
Court's Orders, and depriving MI-Connection of the full benefits
of its bargain as the purchaser of certain of Adelphia's cable
system assets, Mr. Brunetti argues.

"Whether the Duke Agreement and other assets transferred to MI-
Connection directly from the Debtors, or inadvertently through
Time Warner does not change the fact that the assets came to MI-
Connection at the direction of the Court, pursuant to the
proceedings that vindicated the right of first refusal, and
allowed the jurisdictions to step into the shoes of Time Warner,"  
Mr. Brunetti contends.

Duke asserted that the Duke Agreement had not been transferred to
MI-Connection, and that MI-Connection should negotiate a new pole
agreement or that the Duke Assignment was not valid without
approval of the company.  Duke seemed to believe that Time Warner
had properly obtained and was continuing to operate under the
Duke Agreement, Mr. Brunetti notes.

Mr. Brunetti tells the Court that the new agreement proposed by
Duke is significantly different from the existing Duke Agreement,
to the detriment of MI-Connection.  He cited that:

   -- The proposed agreement does not recognize MI-Connection's
      rights as Adelphia's successor in interest to the Duke
      Agreement.  Thus, it offers MI-Connection no assurance that
      Duke will not seek redress from it for claims that Duke had
      already waived, or were deemed cured in the settlement of
      the Duke Objection.

   -- The proposed agreement is phrased in a way that could be
      read to impose greater burdens on MI-Connection than the
      original Duke Agreement.  The proposed agreement arguably
      makes MI-Connection responsible for correcting defects that
      should have been corrected by others, including Duke.

   -- Duke's position deprives MI-Connection of an asset it paid
      for at the closing of the sale and will require it to enter
      into potentially costly and lengthy negotiations with Duke
      to reach a new agreement.

                           Duke Responds

On behalf of Duke Energy Carolinas LLC, f/k/a Duke Energy
Corporation, d/b/a Duke Power Company, Thomas R. Slome, Esq., at
Rosen Slome Marder LLP, in New York, contends that the Court
should deny MI-Connection's request because the assignment of the
Pole Attachment Agreement is governed by the Stipulation and
Order between the Debtors and Duke Energy Carolinas LLC resolving
objection to assumption and assignment of certain executory
contracts and certain proofs of claim.

Duke cites that in the Stipulation and Order, it agreed to:

   -- the settlement of its Cure Objection, which included a
      requirement that the Debtors or the applicable assignee
      provide Duke with adequate assurance of future performance
      under the assigned contracts; and

   -- the assumption and assignment of the Agreement to Time
      Warner and to no other entity.

Mr. Slome tells the Court that at no time did the Debtors
approach Duke about the possible assumption and assignment of the
Agreement to MI-Connection.

Mr. Slome further contends that even if MI-Connection purchased
certain assets from the Debtors and Time Warner, they did not
purchase the Agreement.  "In fact, MI-Connection has failed to
produce any documents that state that the Agreement was sold by
Time Warner to MI-Connection," he says.  "The only document that
MI-Connection has produced that even names the Agreement, is the
unexecuted November 19, 2007 letter from Time Warner to Duke in
which Time Warner requested Duke to consent to the assignment of
the Agreement to MI-Connection."

Mr. Slome adds that Duke's non-consent to Time Warner's
assignment of the Duke Agreement to MI-Connection and any issues
regarding Time Warner's proposed assignment of the Agreement is
no longer within the Court's jurisdiction.  He notes that if MI-
Connection wants the Court to award declaratory relief, MI-
Connection must proceed via an adversary proceeding.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 187; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Wants Claims Objection Deadline Extended Sept. 12
-----------------------------------------------------------------
Adelphia Communications Corp. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to further extend the time within which the Plan
Administrator may object to prepetition and administrative claims
filed against them, through and including Sept. 12, 2008.

Shelley C. Chapman, Esq., at Wilkie Farr & Gallagher LLP, in New
York, New York, states that despite the staggering amount of
claims filed against the Reorganized Debtors, they have
successfully identified and objected to the vast majority of the
non-meritorious claims.

As of May 12, 2008, approximately 19,900 proofs of claim
asserting approximately $3.98 trillion in claims had been filed
against the Reorganized Debtors.  As of May 14, the Reorganized
Debtors have filed 19 omnibus objections that address $3.96
trillion of filed claims.  Moreover, counsel to the Debtors have
periodically appeared before the Court to:

   (a) provide updates on the Reorganized Debtors' progress in
       resolving claims; and

   (b) submit forms of orders resolving claims and adjourning the
       hearings on those claims not yet resolved.

Also, the Court has entered 26 supplemental orders and numerous
stipulations allowing claims which were included in the Claims
Objections and later consensually resolved between the
Reorganized Debtors and certain claims, Ms. Chapman notes.

Notwithstanding the brisk pace of the claims process to date,
final work on claims resolution remains to be done, Mr. Chapman
tells the Court.  The Plan Administrator and the Reorganized
Debtors must conclude the fact-intensive process of reviewing,
analyzing and reconciling the scheduled and filed claims.  The
Reorganized Debtors believe that fewer than 25 claims totaling
approximately $135 million have not yet been expunged, withdrawn,
adjourned or allowed by stipulations or Court orders.  The vast
majority of these claims are claims for administrative expenses
related to cure costs arising out of the Reorganized Debtors'
assumption and assignment of executory contracts.  The Plan
Administrator anticipates that those claims will be resolved in
the short term.  

The Plan Administrator and the Reorganized Debtors seek to extend
the Claims Objection Deadline and the deadline to object to
Administrative Claims one final time to:

   (a) review, reconcile, and file additional claims objections
       as necessary to all remaining proofs of claim asserted
       against the Reorganized Debtors, including Administrative
       Claims, and

   (b) ensure that there has been no oversight or omission in the
       claims review process and that all non-meritorious claims
       filed against the Reorganized Debtors have been or will be
       included on a claims objection prior to the Claims
       Objection Deadline.

As of May 14, 2008, the Reorganized Debtors believe that their
latest Claim Objection Extension Motion will be their final
extension request.

Ms. Chapman maintains that the extension is not sought for
purposes of delay and will not prejudice any claimant or other
party-in-interest.  

                          *     *     *

The Court entered a bridge order, approving the Debtors' request.  
The Court will convene a hearing on June 6, 2008, to consider the
extension request, on a final basis.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 187; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED MICRO: Board Appoints Clegg to Compensation Committee
--------------------------------------------------------------
The Board of Directors of Advanced Micro Devices, Inc., appointed
Frank Clegg to the Board's Compensation Committee and Nominating
and Corporate Governance Committee, effective May 8, 2008.

Mr. Clegg will receive similar benefits the company provides to
non-employee independent directors for his Board and Committee
service.

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

At Dec. 29, 2007, the company's consolidated balance sheet showed
$11.550 billion in total assets, $8.295 billion in total
liabilities, $265.0 million in minority interest in consolidated
subsidiaries, and $2.990 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 28, 2008,
Fitch downgraded these ratings on Advanced Micro Devices Inc.,
including its Issuer Default Rating to 'B-' from 'B'; and its
Senior unsecured debt to 'CCC'/RR6 from 'CCC+/RR6'.  The Rating
Outlook remains Negative.


ADVANCED MICRO: Randy Allen to Head Computing Solutions Group
-------------------------------------------------------------
AMD disclosed several organizational and executive changes as part
of the company's ongoing efforts to re-architect its business for
sustained profitability.

"We are accelerating AMD's transformation, reshaping the
organization and bolstering our management team to lead in our x86
microprocessor and graphics businesses," Dirk Meyer, AMD president
and COO, said.  "Placing experienced leaders in new, more focused
roles will enhance our execution and progress towards sustained
profitability and long-term success.  The creation of a
Centralized Engineering organization aligns and focuses AMD's
world-class engineers and intellectual property portfolio on the
strong business opportunities in front of us."

In his new role as Senior Vice President, Computing Solutions
Group, Randy Allen reports into President and COO Dirk Meyer and
is responsible for the development and management of AMD's broad
and growing portfolio of consumer and commercial microprocessor
solutions and platforms.  The twenty-four year AMD veteran was
most recently responsible for AMD's Server and Workstation
business and previously oversaw microprocessor engineering for the
company, including the successful introductions of the AMD
Opteron(TM) and AMD Athlon(TM) 64 processors.

The newly formed Central Engineering organization will be co-led
by Chekib Akrout, who is joining AMD, and Jeff VerHeul, corporate
vice president of design engineering at AMD.  The Central
Engineering leadership team will direct the development and
execution of AMD's technology and product roadmaps in partnership
with AMD's business units and will report directly to Dirk Meyer.

Akrout is joining AMD after serving as vice president of design
technology at Freescale Semiconductor.  Prior to Freescale, Akrout
worked at IBM and managed the development of a wide range of
products including microprocessors, application specific
integrated circuits (ASICs) and mixed signal devices.  He was
responsible for IBM's work on the development of the Cell
processor, the Xbox 360 processor for Microsoft, and embedded
PowerPC cores.

VerHeul joined AMD in August 2005 after a twenty-five year career
with IBM.  Most recently, he led the AMD's microprocessor design
engineering organization.

AMD also promoted Allen Sockwell to senior vice president, human
resources and Chief Talent Officer responsible for developing
AMD's leadership assets and employee talent.

As part of these management changes, Mario Rivas, formerly
executive vice president, Computing Solutions Group and Michel
Cadieux, formerly senior vice president and Chief Talent Officer,
have left AMD to pursue new opportunities.

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

At Dec. 29, 2007, the company's consolidated balance sheet showed
$11.550 billion in total assets, $8.295 billion in total
liabilities, $265.0 million in minority interest in consolidated
subsidiaries, and $2.990 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 28, 2008,
Fitch downgraded these ratings on Advanced Micro Devices Inc.,
including its Issuer Default Rating to 'B-' from 'B'; and its
Senior unsecured debt to 'CCC'/RR6 from 'CCC+/RR6'.  The Rating
Outlook remains Negative.


ALLIED DEFENSE: Posts $3.3 Million Net Loss in 2008 First Quarter
-----------------------------------------------------------------
The Allied Defense Group Inc. announced on Wednesday first quarter
financial results for the period ending March 31, 2008.

For the three months ended March 31, 2008, Allied reported a net
loss of $3.3 million, on revenues of $30.1 million, compared to a
net loss of $17.9 million, on revenues of $9.4 million, for the
same period in 2007.  The 2008 results were favorably impacted by
MECAR S.A.'s receipt of several new large orders with various
clients in Europe, North America and other export markets awarded
in during 2007.  

The Ammunition & Weapons Effects segment revenue for the three
months ended March 31, 2008, increased $21.6 million from the
prior period.  

Revenue for the Electronic Security segment decreased $900,000 to
$3.3 million for the three months ended March 31, 2008, when
compared to the same period of 2007.  

Selling and administrative expenses were $6.5 million, or 22.0% of
revenue, for the three months ended March 31, 2008.  In
comparison, selling and administrative expensesas were
$7.0 million or 74.0% of revenue the three months ended March 31,
2007.

The company recognized a net loss on fair value of senior
convertible notes and warrants of $1.2 million for the three
months ended March 31, 2008, as compared to the net loss of
$3.4 million for the comparable period in 2007.  

Loss from discontinued operations, net of tax was $29,000 for the
three months ended March 31, 2008, compared with loss from
discontinued operations of $3.3 million in the same period last
year.  The prior year three months loss included a write-down of
$3.9 million of SeaSpace's intangible assets and goodwill.

As of March 31, 2008, the company's firm committed backlog was
$161.0 million compared to $37.0 million at March 31, 2007.

Major General (Ret) John J. Marcello, chief executive officer and
president of The Allied Defense Group, said, "We are pleased to
deliver solid growth to both our top and bottom lines this
quarter.  Allied had revenue of $30.1 million in the three months
ended March 31, 2008, which was 219.0% higher than its revenue in
the same period of 2007.  

"We also increased revenue by 9.0% over fourth quarter revenue of
$27.6 million.  Although we had some significant non-cash charges
in the current period, we are pleased to report positive income
after adjusting for non-cash charges, mainly consisting of fair
value adjustments, depreciation and amortization, and we are still
ramping up production at MECAR to meet the backlog demand.

"We have the largest backlog in our history, $161.0 million funded
and $89.0 million unfunded.  We have reduced our debt, bolstered
liquidity, disposed of certain non-performing subsidiaries and
opened up new markets.  Our new ammunition services sector is
growing at a very noteworthy rate.  Centered on MECAR USA we have
accumulated over $50.0 million in service-associated contracts so
far this year and we feel certain there is more in the very near
future.  

"We have also built new partnering and joint venture  
relationships.  Our joint venture in Jordan will establish MECAR
on a third continent, aimed at new markets with new products.  We
are making meaningful progress on all fronts and believe the
company will be much better for all the improvements we have made
and continue to put in place.  Company wide we are dedicated to
improving and growing shareholder value.

"Over the past months we have broadened our scope of products and
services to better support the needs of our diverse customers.  In
April, our Electronic Security segment participated in a trade
exposition with its Middle East marketing partner, Spear
International Ltd.  We remain very excited about the opportunity
the Spear alliance represents.  By joining this alliance of
security specialists, ADG will establish sales channels, routes to
market, distribution and sales outlets that will enable the growth
of business in targeted regions of the Middle East," concluded
Major General Marcello.

                      Liquidity Constraints

The company managed through its cash liquidity issues in 2007 by
issuing an additional $15.4 million of convertible notes in June
and July 2007 and from cash generated as a result of the
divestitures of SeaSpace in July 2007 and The VSK Group in
September 2007.  SeaSpace generated net proceeds of $674,000 while
the VSK group generated net proceeds of $21.8 million, after
repayment of $19.9 million to the note holders, pursuant to the
terms of the senior convertible notes.

During 2007, as MECAR worked to secure its new multi-year sales
contract and reduce its fixed cost base, MECAR was also working on
restructuring its credit facility.  MECAR has failed to be in
compliance with annual covenant requirements for the facility at
Dec. 31, 2005, 2006 and 2007, although MECAR did obtain debt
waivers for 2005 and 2006.

MECAR and the banking group have agreed to a waiver for 2007.  In
April 2008, MECAR reached an agreement with its existing bank
group regarding the credit facility.  The agreement provided for
an expansion of the total credit facility from approximately
$67.7 million (EUR42,850,000) to $72.1 million (EUR45,625,000).
The credit facility was restructured and the portion designated
for tax prepayments was terminated.

The agreement provides for a cash line of $16.1 million
(EUR10,200,000) and performance bond and advance payment guarantee
line of $56.0 million (EUR35,425,000).  This agreement would
require a partial repayment of MECAR's cash line of $8.1 million  
(EUR5,100.000) in July 2008 and the remainder to be repaid by
Nov. 30, 2008.  The performance bond and advance payment guarantee
line expires on Dec. 31, 2008.  

In addition, in April 2008, MECAR's bankgroup received local
government support that will guarantee an additional portion of
MECAR's performance bonds and advance payment guarantees from May
through November 2008.  This additional guarantee will reduce the
required restricted cash balances at MECAR and allow the company
to fund MECAR through its critical working capital expansion
period.  This agency began guaranteeing approximately 50.0% of
MECAR's new performance bonds and advance payment guarantees in
July 2007.  

In addition, the company's convertible notes have a put feature
that allows the holders to put the notes back to the company on
Dec. 26, 2008, or Jan. 19, 2009, based on the date of issuance.  
As of April 2008, the principal outstanding balance of senior
secured convertible notes was $19.9 million.  

The company is currently evaluating strategic alternatives and may
look to sell another of its subsidiaries to ensure it has the
funds available to meet this put feature.  The put feature
requires the holders of the senior convertible notes to give at
least 75 days notice of their intent to enforce this feature.

At March 31, 2008, the company had $18.4 million in cash on hand.
The company said it believes, that it has adequate cash sources to
fund operations in 2008 based on its strong current backlog and
its history of performing on a profitable basis when backlog is
substantial.  

The company added, however, that unless the company successfully
divests of another of its subsidiaries or refinances the terms of
the convertible note holders "put", either with the existing note
holders or with new investors, the company will not have
sufficient cash available to fund operations into 2009.

                          Long-Term Debt

At March 31, 2008, the company had oustanding total long-term
debt, including currently maturities, of $40.0 million, as
compared with $33.0 million at Dec. 31, 2007.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$174.2 million in total assets, $129.2 million in total
liabilities, and $45.0 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?2c0d

                     Going Concern Disclaimer

BDO Seidman LLP, in Bethesda, Maryland, expressed substantial
doubt about The Allied Defense Group Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm reported that in 2007 and 2006 the company suffered
losses from operations.  

The auditing firm added that, in January and February 2008, the
banking group of the company's key subsidiary sent notifications
to the company of their intentions to terminate the credit
facilities.  Subsequently, in March 2008, the members of the
banking group notified the company of their intentions to continue
with the credit facility contingent upon the resolution of
additional requirements.

                     About The Allied Defense

Headquartered in Vienna, Va., The Allied Defense Group Inc. (Amex:
ADG) -- www.allieddefensegroup.com -- is a diversified
international defense and security firm which develops and
produces conventional medium caliber ammunition marketed to
defense departments worldwide.  The company also designs, produces
and markets sophisticated electronic and microwave security
systems principally for European and North American markets.


AMERICAN AXLE: Reaches Tentative Labor Agreement with UAW
---------------------------------------------------------
The United Auto Workers bargaining team has reached a tentative
agreement with American Axle & Manufacturing Holdings Inc.,
according to a report in the union's Website.

Under the tentative agreement, the auto parts supplier is offering
workers a wage of $18.50 per hour and a wage "buy down" of
$105,000, the Associated Press, citing a source familiar with the
deal, reports.  The wage "buy down" is compensation to aid workers
in the transition to lower pay.  Axle is offering noncore workers,
which are those that aren't involved in actual manufacturing,
$14.55 per hour, and skilled trades workers $26 per hour.

As reported in the Troubled Company Reporter on May 16, 2008,
negotiations stalled over two issues:  healthcare benefits for
actively employed associates and Supplemental Unemployment
Benefits.  With respect to active healthcare benefits, the UAW
would like to continue a comprehensive plan design that would cost
AAM approximately double the rate of its principal UAW-represented
competitor suppliers in the U.S.  SUB is a benefit not typically
offered by automotive suppliers.  SUB consists of both direct wage
payments and benefit continuation for associates not working due
to layoff.  None of AAM's principal UAW-represented competitor
suppliers have SUB in their labor agreements negotiated with the
UAW.

"Our members at American Axle have displayed extraordinary
solidarity during this strike," UAW President Ron Gettelfinger
said.  "The bargaining committee worked extremely hard to achieve
this tentative agreement and they have voted to recommend it to
the membership."

"This has been an extremely difficult struggle for our members and
their families," UAW Vice President Jimmy Settles, who directs the
union's American Axle Department, said.  "By standing strong
during this strike, UAW members gave our bargaining committee the
strength to face the challenges at the negotiating table."

In Detroit, details of the tentative agreement were presented to
UAW members at an explanation meeting at May 18, 2008.  Members of
UAW Locals 235 and 262 will meet at Martin Luther King High
School, located at 3200 E. Lafayette.

Explanation meetings for members of UAW Locals 424 and 846 are in
the process of being set up in New York and at Local 2093 in Three
Rivers, Michigan.

UAW members at Detroit-area American Axle local unions will
participate in ratification votes on the tentative agreement
reached with American Axle according to these schedule:

Members of UAW Local 262 will vote at their union hall today,
Monday, May 19, from 8:00 a.m. to 5:00 p.m.

Members of UAW Local 235 will vote at their union hall on
Thursday, May 22, from 3:00 a.m. to 7:00 p.m.

Local union leaders and representatives from the office of UAW
Vice President Jimmy Settles, director of the American Axle
Department, will be at UAW Local 235 to answer questions regarding
the tentative agreement from 9:00 a.m. to 5:00 p.m. on May 19,
May 20 and  May 21.

General Motors Corp. is planning to reopen plants affected by the
11-week strike as Axle and the UAW reached the tentative
agreement, Terry Kosdrosky and John D. Stoll of The Wall Street
Journal reports citing an unnamed source.

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

                           *     *     *

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


AMERICAN HOME: Court Sets June 20 as Cure Objection Deadline
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware sets June
20, 2008, at 4:00 p.m., Eastern Time, as the cure objection
deadline and bar date in the bankruptcy case of American Home
Mortgage Investment Corp. and its debtor-affiliates.  The Court
also approves the Debtors' form of notice of the Purchaser's Cure
Amounts and Bar Date.

The Court extends until July 31, 2008, the Bar Date for the
objecting banks, Deutsche Bank, Citibank, N.A., U.S. Bank, N.A.,
Wells Fargo Bank, and Bank of New York.  The Banks have
previously asserted rights to payment for transfer costs under
certain mortgage loan agreements with the Debtors and other
parties aggregating more than $56,000,000.

On April 11, 2008, the closing of the sale of the Debtors'
mortgage loan servicing business to Wilbur L. Ross' AH Mortgage
Acquisition Co., Inc., was consummated.  Pursuant to the parties'
Asset Purchase Agreement and the Court's order approving the
Sale, the Debtors assumed and assigned or transferred certain
unexpired leases, license agreements and executory contracts to
AHM Acquisition.

Pursuant to the APA and Sale Order, the AHM Acquisition is
required to fund, and is liable to the Debtors for, the
Purchaser's Cure Amount -- which is any amount owed with respect
to defaults under the Assumed Contracts for acts or omissions
occurring during the period from the Initial Closing until the
Final Closing of the Sale.

The Sale Order also provides that the Debtors remain liable to
pay or satisfy the Purchaser's Cure Amount, if any, for each
Assumed Contract, and that the Debtors must promptly pay any
undisputed Purchaser's Cure Amount to its counterparty.  

                   About American Home

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

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

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

(American Home Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Settles with N.Y. Mortgage Co. for $318,000
----------------------------------------------------------
Pursuant to the order of the U.S. Bankruptcy Court for the
District of Delaware allowing omnibus settlement procedures,
American Home Mortgage Investment Corp. notify the Court that they
entered into a settlement agreement with The New York Mortgage
Company LLC, settling certain causes of action for $318,000.

The Settlement Agreement will be deemed approved by the Court
absent timely filed objections.  Objections are due May 19, 2008,
at 4:00 p.m., Eastern Time.

                   About American Home

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

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

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

(American Home Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN SURGICAL: Webb & Company Raises Going Concern Doubt
------------------------------------------------------------
Webb & Company, P.A., in Boynton Beach, Fla., raised substantial
doubt on American Surgical Holdings, Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.  
The auditing firm said the company incurred net operating loss in
2007, used cash in operating activities, and had an accumulated
deficit in retained earnings at year-end.  Webb & Company added,
"in June and July 2008, the company has about $3.129 million in
notes payable and accrued interest coming due for repayment.  At
the present time, the company does not have the necessary funds to
repay this amount."

                              Notes

The company has a series of promissory notes in the amount of
$1,230,000 plus accrued interest due for repayment in June 2008.  
Additionally, it has a series of promissory notes in the amount of
$1,485,000 plus accrued interest due for repayment in July 2008.  
The company does not have and currently do not expect to have
sufficient capital on hand to pay these notes as they come due.  
The company wants to either raise sufficient capital to repay the
notes or extend their repayment date; however, it may not be
successful in doing so.

                            Name Change

On Jan. 9, 2007, the company filed Articles of Amendment with the
State of Delaware changing its name to American Surgical Holdings,
Inc., from ASAH Corp.  The company was incorporated as Renfrew,
Inc., on July 22, 2003.  The company then changed its name to ASAH
Corp. on Aug. 2, 2005.

                            Financials

For the year ended Dec. 31, 2007, the company posted a $3,073,187
net loss on $8,964,057 of total net revenues compared with
$960,191 of net income on $10,191,447 of total net revenues for
the same period in 2006.

At Dec. 31, 2007, the company's balance sheet showed $4,339,325 in
total assets, $2,766,249 in total liabilities, and $1,573,076 in
total stockholders' equity.

The company had an accumulated deficit of $1,233,980 at Dec. 31,
2007, compared with $1,839,207 of retained earnings at Dec. 31,
2006.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b89

                      About American Surgical

Based in Houston, American Surgical Holdings, Inc., formerly known
as ASAH Corp. and Renfrew Inc., is the parent company of American
Surgical Assistants, Inc., and ATS Billing Services, Inc.  
American Surgical Assistants provides professional surgical
assistants to hospitals and surgeons in Houston and Corpus
Christi, Tex.  ATS provides HIPAA-compliant billing and collection
services for healthcare industry professionals, mainly, but not
exclusively, surgical assistants.


AMERIQUEST MORTGAGE: S&P Puts Default Rating on Class M-3 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes from three Ameriquest Mortgage Securities Inc. series.  
S&P lowered the rating on class M-3 from series 2003-AR2 to 'D'
because, as of the April 2008 remittance period, this class had
realized a total loss of $128,965.61.  In addition, S&P placed its
rating on class M-1 from series 2003-AR2 on CreditWatch with
negative implications.  Concurrently, S&P affirmed its ratings on
16 classes from these series.
     
The lowered ratings and negative CreditWatch placement reflect
deterioration in available credit support to the respective
certificates.  Projected credit support is insufficient at the
current rating levels for all of the affected classes.  As of the
April 2008 remittance, cumulative losses were 1.70%, 0.76%, and
1.09% of the original principal balances for series 2003-AR2,
2004-IA1, and 2004-R1, respectively, while total delinquencies
were 25.45%, 24.35%, and 16.54% of the current principal balances.   
Overcollateralization is below its target for series 2004-IA1 and
2004-R1.
     
Standard & Poor's will continue to closely monitor the rating on
class M-1 from series 2003-AR2.  Overcollateralization is
currently zero for this deal, and losses continue to outpace
excess interest.  If delinquencies improve and losses decline to a
point at which they no longer exceed monthly excess interest, and
the level of credit enhancement has not further eroded, S&P will
affirm the rating on the class and remove it from CreditWatch.  
Conversely, if delinquencies continue to translate into
substantial realized losses in the coming months and continue to
erode available credit enhancement, S&P will lower the rating on
this class.
     
Credit support for these transactions is provided through a
combination of subordination, excess spread, and
overcollateralization.  In addition, series 2003-AR2 and 2004-R1
have primary mortgage insurance policies.  The collateral consists
of 30-year, fixed- or adjustable-rate subprime mortgage loans
secured by first liens on residential properties.


                           Ratings Lowered

                 Ameriquest Mortgage Securities Inc.
                      Pass-through certificates

                                         Rating
                                         ------
               Series      Class     To         From
               ------      -----     --         ----
               2003-AR2    M-3       D          CCC
               2004-IA1    M-6       BBB-       BBB+
               2004-IA1    M-7       BB         BBB
               2004-IA1    M-8       B          BBB-
               2004-IA1    M-9       B          BB+
               2004-R1     M-8       BBB-       BBB
               2004-R1     M-9       B          BBB-
               2004-R1     M-10      CCC        BB+

          Rating Placed on Negative Creditwatch Negative

                Ameriquest Mortgage Securities Inc.
                     Pass-through certificates

                                        Rating
                                        ------
             Series     Class     To              From
             ------     -----     --              ----
             2003-AR2   M-1       AAA/Watch Neg   AAA

                         Ratings Affirmed

                 Ameriquest Mortgage Securities Inc.
                      Pass-through certificates

                  Series      Class         Rating
                  ------      -----         ------
                  2003-AR2    M-2           B
                  2004-IA1    M-1           AAA
                  2004-IA1    M-2           AA
                  2004-IA1    M-3           AA-
                  2004-IA1    M-4           A
                  2004-IA1    M-5           A-
                  2004-R1     A-1A,A-1B,A-2 AAA
                  2004-R1     M-1           AA+
                  2004-R1     M-2           AA
                  2004-R1     M-3           AA-
                  2004-R1     M-4           A+
                  2004-R1     M-5           A
                  2004-R1     M-6           A-
                  2004-R1     M-7           BBB+


AMN HEALTHCARE: Debt Reduction Cues Moody's to Lift Rating to Ba1
-----------------------------------------------------------------
Moody's revised AMN Healthcare Services, Inc.'s ratings on the
$75 million senior secured revolver due 2010 and $235 million
senior secured term loan B due 2011 to Ba1 from Ba2.  
Concurrently, Moody's affirmed the company's Ba2 Corporate Family
Rating and Ba3 Probability of Default Rating.  The ratings outlook
remains stable.

The revision of AMN's senior secured ratings reflects the material
reduction in the company's outstanding debt. Since 2006, the
company has reduced its term loan outstandings by $38.8 million or
22.5% to $133.0 million at March 31, 2008 from $171.8 million at
December 31, 2006.

The affirmation of the Ba2 Corporate Family Rating reflects the
company's moderate leverage position, good EBIT coverage of
interest, strong free cash flow, and leading market position.  The
Corporate Family Rating also reflects AMN's revenue concentration
within one business segment, moderately aggressive financial
policy and acquisitive nature.

The stable outlook reflects Moody's anticipation of continued
growth in revenues and operating performance over the intermediate
term.  Additionally, the outlook acknowledges Moody's expectations
for further reductions in the company's debt position.  Through
the ratings horizon, Moody's expects AMN will repurchase within
the confines of the authorized share repurchase program and will
not engage in a material debt-financed acquisition.

These ratings were revised:

  -- $75 million Senior Secured Revolver due 2010 to Ba1
     (LGD2/27%) from Ba2 (LGD2/28%), and;

  -- $235 million Senior Secured Term Loan B due 2011 to Ba1
     (LGD2/27%) from Ba2 (LGD2/28%).

These ratings were affirmed:

  -- Ba2 Corporate Family Rating, and;
  -- Ba3 Probability of Default Rating.

Headquartered in San Diego, California, AMN Healthcare Services,
Inc. is the largest healthcare staffing company in the U.S.  The
company recruits physicians, nurses and allied healthcare
professionals and place them on assignments at acute care
hospitals, physician practice groups and other healthcare
settings.  For the twelve months ended March 31, 2008, the company
generated approximately $1.2 billion in revenues.


AMPEX CORP: Will Not Appeal Nasdaq Delisting of Class A Securities
------------------------------------------------------------------
Ampex Corporation informed the Nasdaq Office of General Counsel,
Hearings, that it no longer wishes to appeal the Staff's
determination to delist Ampex Corporation's Class A Common Stock
from The Nasdaq Stock Market.

The Company has been informed that its Class A Common Stock has
been delisted, effective as of the opening of business on May 8,
2008.

Nasdaq's determination to delist the company's Common Stock was
based on the company's filing of a voluntary petition for relief
under chapter 11 of the U.S. Bankruptcy Code on March 30, 2008,
and associated public interest concerns raised by it, concerns
regarding the residual equity interests of existing Common
Stockholders, and the company's ability to sustain compliance with
all of Nasdaq's continued listing requirements.

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.


AMR CORP: EBITDAR Covenant Waived under Citicorp Credit Facility
----------------------------------------------------------------
American Airlines, Inc., as the borrower, and AMR Corp., as
guarantor, previously entered into an Amended and Restated Credit
Agreement, dated as of March 27, 2006, with Citicorp USA, Inc., as
administrative agent, JPMorgan Chase Bank, N.A., as syndication
agent, and a syndicate of lenders arranged by Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc., as joint lead
arrangers and joint book-running managers.  The loan facilities
under the Credit Agreement consist of an undrawn $255 million
secured revolving credit facility with a final maturity on June
17, 2009 and a fully drawn $439 million secured term loan facility
with a final maturity on Dec. 17, 2010.

The Credit Agreement contains a covenant requiring AMR to
maintain, for specified periods, a minimum ratio of cash flow to
fixed charges.  The minimum ratios for the four quarter periods
ending as of specified dates are currently as:

     Four Quarter Period Ending             Minimum Ratio
     --------------------------             -------------
     June 30, 2008                          1.40:1.00
     September 30, 2008                     1.40:1.00
     December 31, 2008                      1.40:1.00
     March 31, 2009                         1.40:1.00
     June 30, 2009                          1.50:1.00

American and AMR have obtained the approval by the requisite
lenders of an amendment to the Credit Agreement, pursuant to
which:

   (1) compliance with the EBITDAR Covenant will be irrevocably
       waived for all periods ending on any date from (and   
       including) June 30, 2008 through March 31, 2009 and

   (2) the EBITDAR Covenant will be amended to provide that
       thereafter, AMR will be required to maintain, for each
       period, a ratio of cash flow to fixed charges of not less
       than the amount specified below for such period.

    Period                                    Minimum Ratio
    ------                                    -------------
    Quarter ending June 30, 2009              0.90:1.00
    Two quarters ending September 30, 2009    0.95:1.00
    Three quarters ending December 31, 2009   1.00:1.00
    Four quarters ending March 31, 2010       1.05:1.00
    Four quarters ending June 30, 2010        1.10:1.00
    Four quarters ending September 30, 2010   1.15:1.00

No other changes to the Credit Agreement will be effected by the
Amendment.  American will pay certain fees to the lenders under
the Credit Agreement in connection with obtaining the Amendment.  
Effectiveness of the Amendment is subject to the satisfaction of
certain conditions, and American and AMR expect that these
conditions will be satisfied and the Amendment will become
effective May 15, 2008.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger            
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2007,
following the announcement by AMR Corp. that it intends to divest
its American Eagle Holding Corp. subsidiary in 2008, Fitch expects
no near-term impact on the debt ratings of AMR and its principal
operating subsidiary, American Airlines Inc.  Fitch affirmed both
entities' Issuer Default Ratings at 'B-' on Nov. 13, 2007, while
revising the Rating Outlook for AMR to Positive.


AXCESS INT'L: March 31 Balance Sheet Upside Down by $5.3 Million
----------------------------------------------------------------
Axcess International Inc., (OTCBB: AXSI) reported results for the
first quarter ending March 31, 2008.

Highlights for the First Quarter Ended March 31, 2008:

   * First Quarter 2008 Revenue of $176,486 down $272,561 versus
     Fourth Quarter 2007

   * First Quarter 2008 Revenue down $846,537 versus First
     Quarter 2007

   * Second Quarter Fulfillments and Purchase Orders currently
     $601,453

   * First Quarter Gross Margins 40%

   * Loss Per Share of $0.06 Within Guidance Excluding Non-
     Recurring Dividends for Financing

   * New Micro-Wireless Technology Called DotTM Received FCC
     Approval

   * Dot is Now the World's Only FCC Approved Hybrid Passive and
     Active RFID Solution.

   * Axcess Architecture Opened Up to Developers

   * Long Range Dot Credential Introduced as First in the
     Industry

   * Smart Wireless Dot Sticker Introduced as First in the
     Industry

   * Early Stage RFID/RTLS Market Increasingly Needing Axcess'
     Architecture

"The first quarter revenue was down from the previous quarterly
run rate due to a delay in processing an international order,"
said Allan Griebenow, president and CEO of Axcess. Mr. Griebenow
further stated. "Bookings in the second quarter are well ahead of
that run rate, exceeding $500k to date. The higher bookings are a
reflection of the strength of our security applications in
automated asset protection and automatic personnel access control.
The longer term trend remains positive regarding market acceptance
of our Dual-ActiveTM products in the emerging RFID marketplace.

"Our new technology platform called DotTM, introduced in late
fourth quarter 2007, continues to play a significant role in
opening market channel doors for us. Dot is the world's smallest,
lowest cost and most powerful battery-powered wireless computer.
It provides a flexible tagging and wireless labeling platform for
supporting a wide variety of enterprise applications in the supply
chain, asset management, fleet management, advanced workforce
management and mobile sensing. Based on that platform, in Q1 we
released the industry's first Smart Wireless Sticker (SWS),
essentially a computer-on-a-sticker. At a very low cost, the easy
to attach and flexible Micro-Wireless device combines optical
characters, bar codes, standards-based EPC short range RFID, and
very long range Micro-Wireless RFID in the same device for
unsurpassed tagging and tracking. It also includes temperature
sensing and the ability to automate the collection of temperature-
related data. It exemplifies the power of Dot to deliver
revolutionary new capabilities in wireless."

               Corporate and Industry Developments

Axcess systems wirelessly enable virtually all things in the
enterprise. The Company provides complete Micro-Wireless system
solutions for real-time business activity monitoring to improve
productivity, security, safety, and revenue growth. Micro-Wireless
technology was born out of the need to have ultra-small, low cost
reliable long range transmission capabilities for assets,
personnel and vehicles to provide an automatic, exception-based,
labor-free way for local location determination, real-time
inventory accounting, security protection and condition status
monitoring.

The ability to optimize an ultra small size and very low cost
device with all the necessary technical elements including a
robust signal able to carry all the necessary message information,
has now given birth to the wireless technology area called Micro-
Wireless. Other wireless technologies such as cell phones, Wi-Fi
and Bluetooth are not well suited to these solutions because of
unacceptable cost, size and power consumption. Micro-Wireless
transmissions occur in the 315-433 MHz UHF frequency band, are
regulated by the Federal Communications Commission (FCC) and do
not require separate licensing. However, the FCC does require
compliance to certain guidelines that require testing and
approval. In the first quarter, Axcess announced that its new
Dot(TM) Micro-Wireless technology has received the Federal
Communications Commission (FCC) approval. Currently, this approval
gives Dot the distinction of being the world's only approved
hybrid passive and active Micro-Wireless solution.

Micro-Wireless systems connect seamlessly into, yet operate
separately underneath, the corporate network to operate
efficiently and non-disruptively. Tags autonomously transmit
signals from a few feet to hundreds of feet when attached or
embedded, then assigned to each "thing" in the enterprise or
government. Axcess' unique Micro-Wireless implementation is based
on a "dual-active" architectural design, where the wireless tags
lie dormant until activated by a pre-programmed condition or by
movement through a wireless activation field at a doorway or other
control point.

Micro-Wireless solutions derive a "wireless intelligence" through
applications including automated asset management and protection;
personnel and vehicle automatic access control; advanced workforce
management and emergency evacuation accounting; and wireless-based
condition sensing. Micro-Wireless tagging in the enterprise now
encompasses the complete life cycle of business operations, from
raw materials delivery reconciliation, to fleet vehicle
management, warehousing inventory counts and sensing, production
automation, work-in-process tagging, and finished goods locating.

According to recent studies, the awareness of Micro-Wireless
systems globally continues to grow with the continued adoption of
all types of radio frequency identification (RFID), real time
location system (RTLS), and wireless sensing technologies across
multiple industry segments. Growth rates of 18% and higher are
forecast yet many believe the growth is slower than the
expectations. A recent study concluded that standards and mandates
are helpful elements for the market but have not forced growth or
program rollouts. The consensus was that full solution providers
have a better business model than component providers. The study
noted that bigger integrators and the larger industrial companies
are now showing signs of interest in the market from both growth
and acquisition perspectives. The market studies support both the
channel strategy and the full system solutions focus of Axcess.
Axcess will remain focused on the enterprise and government
markets through the growth of the integrator channel, and believes
it is developing its business into a distinct, exciting, and large
niche within the total worldwide market basket of wireless
solutions.

During the quarter, the Company announced relationships with three
integrators each in different markets but all poised to help
Axcess grow the business. Axcess announced successful results from
five casino implementations of its Micro-Wireless system for the
automatic protection of assets with Interface Security Systems,
LLC, one of the nation's largest providers of electronic security
solutions and integrated security systems. Working closely with
Axcess, Interface has successfully prevented the loss of critical
casino keys, resulting in casinos keeping their doors open and
saving them hundreds of thousands of dollars.

Axcess and Vector Networks, Inc., an Atlanta-based company
specializing in solutions for desktop asset and service
management, announced the successful implementation of the RFID
solution set to automate a large government agency's process of
tracking thousands of assets and preventing their loss.

Management Controls Inc., a leader in automating the processing of
service-based contracts, and Axcess announced they will deliver
integrated solutions that offer customers direct contract labor
cost savings through automatic workforce identification and
tracking along with improved facility security, worker safety and
real-time monitoring of physical assets. The solutions are based
on MCI's market-leading project cost management software combined
with Axcess' technology for automatic identification, data
collection and access control.

In a strategic product move, the Company announced the opening of
its technology platform to developers for building applications to
enable wireless communications from all things in the enterprise.
The kit includes documentation in the form of an Application
Program Interface (API) and software to emulate the hardware
system. Certified partners and Strategic Development partners also
get hardware system training, sales, marketing support and help in
developing advanced uses for the system. Axcess is working to
increase its interfaces into the largest and most critical legacy
enterprise systems. These include security access control and fire
and burglary systems, enterprise-wide database systems, Enterprise
Resource Planning (ERP), automated Workforce Management systems
(WFM), accounting and inventory systems, contractor time and
attendance systems, asset management systems and Environmental
Health and Safety (EHS) systems.

The Company continues to work on its next generation products
based on a philosophy of offering the smallest, lowest cost and
most reliable tags and infrastructure with multiple features and
flexible operating options. Dot is a system-on-a-chip (SOC)
technology platform. It is the world's smallest, most powerful,
lowest cost battery-powered wireless computer. Because of its low
cost and multiple features, it provides a dynamic view into the
status of every "thing" operating in the enterprise and how each
thing contributes to the goals of the enterprise. Axcess'
invention combines a processor, memory and wireless communications
into one chip about the size of a single grain of rice. It is as
powerful as the first personal digital assistants (PDAs). It runs
for years on a watch battery, stores at least three pages of
information in memory and communicates to the world at high speed,
all at a cost of only a few dollars each.

Dot combines the necessary elements of today's monolithic
technologies such as RFID, RTLS and wireless sensing into a
single, low cost chip. Dot is a one-of-a-kind hybrid, a single
wireless source, common to multiple industry standards and
supporting virtually all industries including manufacturing, the
enterprise, oil and gas, utilities, education, government and the
military. Dot is a better solution for access control badges,
passive RFID product tags, active RFID asset tags, Real Time
Location Systems (RTLS) and distributed sensor transmitters.
Memory and sensor inputs enable the Dot to be tailored to each
specific data capture need. Bringing together the new functions of
Dot and building on the current Axcess Micro-Wireless
infrastructure for enterprise management creates an open
architecture for multiple sources of data to be acquired to
deliver previously inaccessible business intelligence.

In the first quarter, Axcess announced the first shipment of a new
type of corporate ID card with comprehensive capabilities. The
wireless Dot card provides automatic "hands-free" building access
control, contractor time and attendance data capture, electronic
asset-custodian assignments and emergency evacuation personnel
tracking. By removing the need to manually present ID cards,
access is more convenient for employees, throughput is
dramatically improved and additional security and safety measures
are easily provided to employees. The standard size card has a
small battery, antenna and Dot chip embedded into it to enable
both long range and proximity automatic identification of
personnel. The Dot Credential is compatible with existing access
control system infrastructures, can easily interface with
workforce management systems, and sells at a remarkably low price
of $7.95 (MSRP) per card. The system has successfully been
deployed in government and commercial industry including oil/gas
plants, manufacturing facilities and office buildings. By
automating ID card reads for access control, employees start work
faster and are more productive. In the case of larger workforces,
the savings can amount to a 10% improvement in productivity.

Later in the quarter, the Company announced the industry's first
Smart Wireless Sticker(TM). It provides automatic item
identification, locating, tracking, protecting, data logging and
condition sensing for items from up to a 1000 feet away at a cost
of less than $10 each. The "wireless computer on a sticker"
combines traditional bar codes, Electronic Product Code (EPC)
RFID, long range RFID tracking and wireless sensing in a small
electronic label easily adhered to most any object. It is designed
to enhance data management in product manufacturing, product
automatic identification in shipping, automatic inventory and
protection of enterprise assets and visibility into the condition
of perishables and pharmaceuticals throughout the shipping
process.

Bringing to market the innovative functions of the Dot and
building on the current Axcess Micro-Wireless infrastructure for
enterprise management creates an open architecture for multiple
sources of data to be acquired to deliver previously inaccessible
wireless intelligence. Axcess sees this as an opportunity to use
its time-to-market and technical advantages to serve an ever-
expanding market based on its core technology, which has been
optimized for the exact needs of the enterprise.

These innovation and growth efforts continue to be supported by
the company's shareholders and by key financial advisor Amphion
Innovations plc. During the quarter, the company continued to
receive funding support from Amphion. These investments have
helped the company use investment capital wisely and avoid
unnecessary share dilution.

               First Quarter 2008 Financial Results

Revenue was $176,486 for the three months ended March 31, 2008
compared to $1,023,023 for the same quarter in 2007. A large
portion of the decrease relates to the Barbados contract that was
sold in 2007.

Gross margin was 40% or $70,759 in the first quarter 2008 as
compared to 35% or $361,537, in the same quarter in 2007. The 2007
margin was adversely affected by the Barbados transaction.
However, the company continues to believe its margins will be
stable in the 40% - 50% range.

Research & development (R&D) expenses for the first quarter
totaled $871,590, compared to $1,125,334 in the year-ago period.
The decrease in R&D is due to the timing of the development of the
next generation RFID product, that was launched in the fourth
quarter of 2007, and which will continue to be expensed over the
remainder of this year.

Selling, marketing, general & administrative (SMG&A) expenses for
the first quarter totaled $713,485, as compared to $981,759 in the
prior year period. The majority of the decrease relates to selling
expenses in connection with the Barbados transaction and was
offset by an increased spending for sales and marketing
initiatives.

Other expense for the first quarter of 2008 totaled $116,423, as
compared to $60,187 for the same period in 2007. The majority of
the change was relating to the expensing of warrants that have
been issued with convertible debt that was issued during the first
quarter of 2008.

Net loss for the first quarter of 2008 was $1,635,031, as compared
to $1,810,251 in the prior year's first quarter. The decrease in
the net loss is a result of the decrease in research and
development for the next generation RFID platform and the impact
of the Barbados contract.

Recurring preferred stock dividend requirements for the first
quarter of 2008 was $76,955, compared to $80,573 for the same
period in 2007. We also recorded a one-time dividend of $2,000,000
for preferred stock issued in the first quarter of 2007.

Net loss applicable to common stock for the first quarter of 2008
was $1,711,986, or $0.06 per share, compared to a loss of
$3,890,824, or $0.14 per share, for the first quarter of 2007. The
difference in loss in the current year period from the prior year
is primarily attributable to the preferred stock dividend
requirements, the gain on sale of the video patents, the decrease
in R&D and the impact of the Barbados Contract.

As of March 31, the company showed very strained liquidity with
$335,361 total current assets available to pay $2.9 million in
liabilities coming due within the next 12 months.  The company had
total assets of $447,488 and total liabilities of $5.8 million,
resulting in total stockholders' deficit of $5.3 million.

                        Conference Call

Axcess held a conference call on May 16.  A replay will be
available by dialing (888) 286-8010 for domestic callers
and               
(617) 801-6888 for international callers and entering the replay
code "90771211."  The replay will be available for one month
beginning approximately two hours after the end of the call. There
is no charge for participants to access the live event or replay.

The conference call and replay dial in information is also
available at Axcess' Web site at http://www.axcessinc.com/

                      Going Concern Doubt

On April 14, 2008, Hein & Associates LLP, raised substantial doubt
about the company's ability to continue as a going concern after
it audited the consolidated balance sheets of Axcess
International, Inc., as of December 31, 2007, and 2006, and the
related consolidated statements of operations, stockholders'
deficit, and cash flows for each of the three years in the period
ended December 31, 2007.  The auditor pointed to the company's
recurring losses from operations and resulting continued
dependence upon access to additional external financing.  "If the
Company is unable to generate profitable operations or raise
additional capital it may be forced to seek protection under
federal bankruptcy laws."  

In its 2007 annual report, Axcess disclosed that since inception,
the company has utilized the proceeds from a number of public and
private sales of their equity securities, the exercise of options
and warrants and more recently, convertible debt, short-term
bridge loans from stockholders and preferred equity offerings to
meet their working capital requirements. At December 31, 2007, the
Company had a working capital deficit of $1,212,351.

"Our operations generated losses in 2007. Our cash decreased
$288,272 during 2007 with operating activities using $3,590,379 of
cash. We funded operations through cash from two equity offerings,
a short-term note and payment of the Barbados contract. No
assurance can be given that such activities will continue to be
available to provide funding to us. Our business plan for 2008 is
predicated principally upon the successful marketing of our RFID
products. We anticipate that our existing working capital
resources and revenues from operations will not be adequate to
satisfy our funding requirements throughout 2008."

"The Company working capital requirements will depend upon many
factors, including the extent and timing of their product sales,
their operating results, the status of competitive products, and
actual expenditures and revenues compared to their business plan.
The Company is currently experiencing declining liquidity, losses
from operations and negative cash flows, which make it difficult
for the Company to meet their current cash requirements, including
payments to vendors, and may jeopardize their ability to continue
as a going concern. The Company intends to address their liquidity
problems by controlling costs, seeking additional funding (through
capital raising transactions and business alliances) and
maintaining focus on revenues and collections."

"If the Company losses continue, the Company will have to obtain
funds to meet their cash requirements through business alliances,
such as strategic or financial transactions with third parties,
the sale of securities or other financing arrangements, or the
Company may be required to curtail their operations, seek a merger
partner, or seek protection under federal bankruptcy laws. Any of
the foregoing may be on terms that are unfavorable to the Company
or disadvantageous to existing stockholders. In addition, no
assurance may be given that the Company will be successful in
raising additional funds or entering into business alliances."

                   About Axcess International

Headquartered in Carrollton, Texas, Axcess International Inc. (OTC
BB: AXSI.OB) -- http://www.axcessinc.com/-- delivers wireless  
intelligence through real-time business activity monitoring
solutions that improve productivity, security and revenue growth.
The systems derive wireless intelligence from automatic advanced
workforce management, workflow management, asset monitoring and
distributed sensing.  Its revolutionary and patented Dot micro-
wireless technology platform combines RFID, RTLS and wireless
sensing for better decision-making and control throughout the
enterprise.  Axcess is a portfolio company of Amphion Innovations
plc (AIM: AMP).


BCC LIFE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: BCC Life Changing Ministries, Inc.
        1801 East 'D' St.
        Ontario, CA 91764

Bankruptcy Case No.: 08-15161

Type of Business: The Debtor owns and leads a religious
                  organization.

Chapter 11 Petition Date: May 6, 2008

Court: Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Stephen R. Wade, Esq.
                  Email: dp@srwadelaw.com
                  400 N. Mountain Ave. Ste. 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


BEAR STEARNS ASB: Fitch Junks Ratings on 7 Classes of Securities
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Bear Stearns Asset
Backed Securities mortgage pass-through certificates. Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed from Rating Watch Negative.
Affirmations total $2.2 billion and downgrades total $691.9
million. Additionally, $179.5 million was placed on Rating Watch
Negative.

BSABS Trust 2002-2
   -- $22.7 million class A-1 affirmed at 'AAA';
   -- $3.0 million class A-2 affirmed at 'AAA';
   -- $3.7 million class M-1 affirmed at 'AA+';
   -- $3.3 million class M-2 affirmed at 'A+';
   -- $3.9 million class B affirmed at 'BBB';

BSABS Trust 2003-1
   -- $54.3 million class A-1 affirmed at 'AAA';
   -- $7.1 million class A-2 affirmed at 'AAA';
   -- $9.0 million class M-1 affirmed at 'AA';
   -- $8.6 million class M-2 affirmed at 'A';
   -- $6.6 million class B affirmed at 'BBB';

BSABS Trust 2003-2
   -- $24.7 million class A-1 affirmed at 'AAA';
   -- $15.5 million class A-2 affirmed at 'AAA';
   -- $28.6 million class A-3 affirmed at 'AAA';
   -- $10.2 million class M-1 affirmed at 'AA';
   -- $9.1 million class M-2 downgraded to 'BBB+' from 'A';
   -- $8.2 million class B downgraded to 'BB' from 'BBB';

BSABS Trust 2003-3
   -- $39.6 million class A-2 affirmed at 'AAA';
   -- $7.8 million class M-1 affirmed at 'AA';
   -- $7.1 million class M-2 affirmed at 'A';
   -- $4.5 million class B affirmed at 'BBB';

BSABS Trust 2003-SD1
   -- $45.1 million class A affirmed at 'AAA';
   -- $4.7 million class M-1 affirmed at 'AA';
   -- $4.2 million class M-2 affirmed at 'A';
   -- $3.0 million class B affirmed at 'BBB';

BSABS Trust 2003-SD2
   -- $4.7 million class I-A affirmed at 'AAA';
   -- $11.8 million class II-A affirmed at 'AAA';
   -- $6.2 million class III-A affirmed at 'AAA';
   -- $3.6 million class B-1 affirmed at 'AA';
   -- $3.0 million class B-2 affirmed at 'A';
   -- $2.4 million class B-3 affirmed at 'BBB';

BSABS Trust 2003-SD3
   -- $44.0 million class A affirmed at 'AAA';
   -- $5.3 million class M-1 affirmed at 'AA';
   -- $4.5 million class M-2 affirmed at 'A';
   -- $3.6 million class B affirmed at 'BBB';

BSABS Trust 2004-1
   -- $22.9 million class A-2 affirmed at 'AAA';
   -- $17.7 million class M-1 affirmed at 'AA';
   -- $5.5 million class M-2 affirmed at 'A';
   -- $2.2 million class M-3 affirmed at 'BBB+';
   -- $0.1 million class B-1 rated 'BBB-', placed on Rating
      Watch Negative;
   -- $2.3 million class B-2 affirmed at 'BBB-';

Bear Stearns Asset Backed Securities Trust 2004-2
   -- $10.4 million class A-1 affirmed at 'AAA';
   -- $19.7 million class A-3 affirmed at 'AAA';
   -- $11.5 million class A-5 affirmed at 'AAA';
   -- $11.3 million class M-1 affirmed at 'AA+';
   -- $13.7 million class M-2 affirmed at 'BBB+';
   -- $4.6 million class M-3 downgraded to 'B' from 'BB';
   -- $1.2 million class B downgraded to 'CCC/DR2' from 'B';

BSABS Trust 2004-SD2
   -- $4.4 million class I-A affirmed at 'AAA';
   -- $4.0 million class II-A affirmed at 'AAA';
   -- $10.2 million class III-A affirmed at 'AAA';
   -- $11.1 million class IV-A affirmed at 'AAA';
   -- $4.7 million class B-1 affirmed at 'AA';
   -- $3.9 million class B-2 affirmed at 'A';
   -- $3.3 million class B-3 affirmed at 'BBB';
   -- $2.6 million class B-4 affirmed at 'BB';
   -- $1.8 million class B-5 affirmed at 'B';

Bear Stearns Asset Backed Securities Trust 2005-1
   -- $4.6 million class A affirmed at 'AAA';
   -- $37.7 million class M1 affirmed at 'AA';
   -- $18.5 million class M2 downgraded to 'BB-' from 'BBB-';
   -- $4.3 million class M3 downgraded to 'B+' from 'BB';
   -- $3.9 million class M4 downgraded to 'B+' from 'BB-';
   -- $3.0 million class M5 affirmed at 'B';
   -- $4.5 million class M6 downgraded to 'C/DR5' from 'CC/DR2';
   -- $7.4 million class M7 downgraded to 'C/DR6' from 'CC/DR3';

Bear Stearns Asset Backed Securities Trust 2005-2
   -- $7.2 million class A-2 affirmed at 'AAA';
   -- $24.1 million class A-3 affirmed at 'AAA';
   -- $34.0 million class M-1 affirmed at 'AA';
   -- $17.7 million class M-2 affirmed at 'A';
   -- $3.9 million class M-3 affirmed at 'BBB+';
   -- $5.8 million class M-4 affirmed at 'BBB-';
   -- $3.2 million class M-5 downgraded to 'BB' from 'BBB-';
   -- $4.6 million class M-6 downgraded to 'B+' from 'BB';
   -- $10.2 million class M-7 revised to 'C/DR5' from 'C/DR4';

Bear Stearns Asset Backed Securities Trust 2005-3
   -- $40.5 million class A-1 affirmed at 'AAA';
   -- $23.6 million class A-3 affirmed at 'AAA';
   -- $26.1 million class M-1 affirmed at 'AA';
   -- $14.8 million class M-2 downgraded to 'BBB' from 'A';
   -- $3.4 million class M-3 downgraded to 'BBB-' from 'A-';
   -- $3.0 million class M-4 downgraded to 'BB' from 'BBB+';
   -- $3.4 million class M-5 downgraded to 'BB' from 'BBB';
   -- $2.9 million class M-6 downgraded to 'BB-' from 'BBB-';
   -- $5.3 million class M-7 downgraded to 'B+' from 'BB';

Bear Stearns Asset Backed Securities Trust 2005-SD1 Group 1
   -- $0.0 million class I-A-1 affirmed at 'AAA';
   -- $36.0 million class I-A-2 affirmed at 'AAA';
   -- $53.7 million class I-A-3 rated 'AAA', placed on Rating
      Watch Negative;
   -- $7.6 million class I-M-1 affirmed at 'AA';
   -- $3.8 million class I-M-2 affirmed at 'A';
   -- $2.3 million class I-M-3 downgraded to 'BBB+' from 'A-';
   -- $2.3 million class I-M-4 downgraded to 'BBB' from 'BBB+';
   -- $2.3 million class I-M-5 downgraded to 'BB' from 'BBB';
   -- $2.3 million class I-M-6 downgraded to 'BB-' from 'BBB-';
   -- $2.3 million class I-B downgraded to 'B' from 'BB';

Bear Stearns Asset Backed Securities Trust 2005-SD1 Group 2
   -- $25.3 million class II-A affirmed at 'AAA';
   -- $5.9 million class II-M-1 affirmed at 'AA';
   -- $3.7 million class II-M-2 affirmed at 'A';
   -- $2.5 million class II-M-3 affirmed at 'BBB';
   -- $2.0 million class II-B affirmed at 'BBB-';

Bear Stearns Asset Backed Securities, Inc. 2005-SD2 ARM Loans
   -- $38.1 million class II-A-1 affirmed at 'AAA';
   -- $4.3 million class II-A-2 affirmed at 'AAA';
   -- $11.5 million class II-M-1 affirmed at 'AA';
   -- $5.9 million class II-M-2 downgraded to 'BBB' from 'A';
   -- $5.7 million class II-M-3 downgraded to 'BB' from 'BBB';
   -- $1.1 million class II-B downgraded to 'BB-' from 'BBB-';

Bear Stearns Asset Backed Securities, Inc. 2005-SD2 FRM Loans
   -- $3.7 million class I-A-1 affirmed at 'AAA';
   -- $20.8 million class I-A-2 affirmed at 'AAA';
   -- $61.1 million class I-A-3 affirmed at 'AAA';
   -- $10.2 million class I-M-1 affirmed at 'AA';
   -- $3.4 million class I-M-2 affirmed at 'A';
   -- $2.0 million class I-M-3 affirmed at 'A-';
   -- $2.0 million class I-M-4 downgraded to 'BBB' from 'BBB+';
   -- $2.0 million class I-M-5 downgraded to 'BB' from 'BBB';
   -- $1.0 million class I-M-6 downgraded to 'BB-' from 'BBB-';
   -- $2.9 million class I-B downgraded to 'B+' from 'BB';

Bear Stearns Asset Backed Securities 2005-SD3 I LLC Group 1
   -- $120.4 million class I-A rated 'AAA', placed on Rating
      Watch Negative;
   -- $12.9 million class I-M-1 downgraded to 'A' from 'AA';
   -- $6.6 million class I-M-2 downgraded to 'BBB' from 'A';
   -- $1.8 million class I-M-3 downgraded to 'BBB-' from 'A-';
   -- $1.4 million class I-M-4 downgraded to 'BB+' from 'BBB+';
   -- $1.2 million class I-M-5 downgraded to 'BB' from 'BBB';
   -- $1.2 million class I-M-6 downgraded to 'BB-' from 'BBB-';

Bear Stearns Asset Backed Securities 2005-SD3 I LLC Group 2
   -- $29.7 million class II-A-1 affirmed at 'AAA';
   -- $3.3 million class II-A-2 affirmed at 'AAA';
   -- $7.8 million class II-M-1 affirmed at 'AA';
   -- $3.7 million class II-M-2 affirmed at 'A';
   -- $2.5 million class II-M-3 affirmed at 'BBB';
   -- $0.6 million class II-M-4 affirmed at 'BBB-';
   -- $1.5 million class II-B affirmed at 'BB';

Bear Stearns Asset Backed Securities 2005-SD4 Group I - FRMs
   -- $87.4 million class I-A-1 downgraded to 'AA' from 'AAA';
   -- $36.2 million class I-A-2 downgraded to 'AA' from 'AAA';
   -- $7.6 million class I-PO downgraded to 'AA' from 'AAA';
   -- Notional Balance class I-X affirmed at 'AAA';
   -- $9.0 million class I-B-1 downgraded to 'BBB+' from 'AA';
   -- $3.5 million class I-B-2 downgraded to 'BBB-' from 'A';
   -- $2.0 million class I-B-3 downgraded to 'BB' from 'BBB';
   -- $1.9 million class I-B-4 downgraded to 'B' from 'BB';
   -- $1.1 million class I-B-5 downgraded to 'C/DR6' from 'B';

Bear Stearns Asset Backed Securities 2005-SD4 Group II - ARMs
   -- $55.8 million class II-A-1 affirmed at 'AAA';
   -- $6.2 million class II-A-2 affirmed at 'AAA';
   -- $11.5 million class II-M-1 rated 'AA', placed on Rating
      Watch Negative;
   -- $5.1 million class II-M-2 downgraded to 'BBB-' from 'A';
   -- $2.5 million class II-M-3 downgraded to 'BB' from 'BBB';
   -- $0.9 million class II-M-4 downgraded to 'BB-' from 'BBB-';

Bear Stearns Asset Backed Securities Trust 2006-SD1
   -- $200.4 million class A affirmed at 'AAA';
   -- $16.5 million class M-1 affirmed at 'AA';
   -- $8.9 million class M-2 downgraded to 'BBB' from 'A';
   -- $4.7 million class M-3 downgraded to 'BB' from 'BBB';
   -- $1.8 million class M-4 downgraded to 'BB-' from 'BBB-';

Bear Stearns Asset Backed Securities Trust 2006-SD2
   -- $64.3 million class A-1 affirmed at 'AAA';
   -- $70.6 million class A-2 affirmed at 'AAA';
   -- $56.8 million class A-3 affirmed at 'AAA';
   -- $16.4 million class M-1 affirmed at 'AA';
   -- $8.3 million class M-2 affirmed at 'A';
   -- $5.7 million class M-3 downgraded to 'BB' from 'BBB';
   -- $1.1 million class M-4 downgraded to 'BB-' from 'BBB-';

Bear Stearns Asset Backed Securities Trust 2006-SD3 ARM
   -- $26.2 million class II-1A-1 downgraded to 'A' from 'AAA';
   -- $6.2 million class II-1A-2 downgraded to 'A' from 'AAA';
   -- $23.8 million class II-2A-1 downgraded to 'A' from 'AAA';
   -- $5.6 million class II-2A-2 downgraded to 'A' from 'AAA';
   -- $27.9 million class II-3A-1 downgraded to 'A' from 'AAA';
   -- $7.0 million class II-3A-2 downgraded to 'A' from 'AAA';
   -- Notional Balance class II-X-1 affirmed at 'AAA';
   -- Notional Balance class II-X-2 affirmed at 'AAA';
   -- $10.5 million class II-B-1 downgraded to 'BBB+' from 'AA';
   -- $5.3 million class II-B-2 downgraded to 'BBB-' from 'A';
   -- $2.9 million class II-B-3 downgraded to 'BB' from 'BBB';
   -- $1.9 million class II-B-4 downgraded to 'B' from 'BB';
   -- $1.5 million class II-B-5 downgraded to 'C/DR6' from 'B';

Bear Stearns Asset Backed Securities Trust 2006-SD3 FRM
   -- $39.1 million class I-A-1A downgraded to 'A-' from 'AAA';
   -- $3.3 million class I-A-1B downgraded to 'A-' from 'AAA';
   -- $4.6 million class I-A-1C downgraded to 'A-' from 'AAA';
   -- $24.2 million class I-A-2A downgraded to 'A-' from 'AAA';
   -- $8.0 million class I-A-2B downgraded to 'A-' from 'AAA';
   -- $49.1 million class I-A-3 downgraded to 'A-' from 'AAA';
   -- $1.9 million class I-PO downgraded to 'A-' from 'AAA';
   -- Notional Balance class I-X affirmed at 'AAA';
   -- $8.9 million class I-B-1 downgraded to 'BBB+' from 'AA';
   -- $4.3 million class I-B-2 downgraded to 'BBB-' from 'A';
   -- $2.8 million class I-B-3 downgraded to 'BB' from 'BBB';
   -- $2.7 million class I-B-4 downgraded to 'B' from 'BB';
   -- $2.4 million class I-B-5 downgraded to 'C/DR6' from 'B';

Bear Stearns Asset Backed Securities Trust 2006-SD4
   -- $50.3 million class 1A-1 affirmed at 'AAA';
   -- $18.0 million class 1A-2 affirmed at 'AAA';
   -- $17.5 million class 1A-3 affirmed at 'AAA';
   -- $45.0 million class 2A-1 affirmed at 'AAA';
   -- $7.7 million class 2A-2 affirmed at 'AAA';
   -- $34.4 million class 3A-1 affirmed at 'AAA';
   -- $5.9 million class 3A-2 affirmed at 'AAA';
   -- $14.4 million class B-1 downgraded to 'BBB+' from 'AA';
   -- $6.7 million class B-2 downgraded to 'BBB-' from 'A';
   -- $3.9 million class B-3 downgraded to 'BB' from 'BBB';
   -- $1.8 million class B-4 downgraded to 'B+' from 'BB';
   -- $2.7 million class B-5 affirmed at 'B';
   -- Notional Balance class X-2 affirmed at 'AAA';

Bear Stearns Asset Backed Securities Trust 2006-2
   -- $33.9 million class A-1 affirmed at 'AAA';
   -- $34.7 million class A-2 affirmed at 'AAA';
   -- $9.7 million class A-3 affirmed at 'AAA';
   -- $15.6 million class M-1 affirmed at 'AA';
   -- $4.4 million class M-2 affirmed at 'AA-';
   -- $7.8 million class M-3 affirmed at 'A';
   -- $3.5 million class M-4 affirmed at 'A-';
   -- $3.4 million class M-5 affirmed at 'BBB+';
   -- $3.0 million class M-6 affirmed at 'BBB';
   -- $3.0 million class M-7 affirmed at 'BBB-';

Bear Stearns Asset Backed Securities Trust 2007-SD1 ARMs
   -- $42.4 million class II-1A-1 affirmed at 'AAA';
   -- $5.3 million class II-1A-2 affirmed at 'AAA';
   -- $31.9 million class II-2A-1 affirmed at 'AAA';
   -- $4.0 million class II-2A-2 affirmed at 'AAA';
   -- $30.0 million class II-3A-1 affirmed at 'AAA';
   -- $3.8 million class II-3A-2 affirmed at 'AAA';
   -- $7.8 million class II-B-1 downgraded to 'BBB+' from 'AA';
   -- $3.0 million class II-B-2 downgraded to 'BBB-' from 'A';
   -- $2.1 million class II-B-3 downgraded to 'BB' from 'BBB';
   -- $0.9 million class II-B-4 downgraded to 'B+' from 'BB';
   -- $0.7 million class II-B-5 rated 'B', placed on Rating
      Watch Negative;

Bear Stearns Asset Backed Securities Trust 2007-SD1 FRMs
   -- $35.7 million class I-A-1 affirmed at 'AAA';
   -- $23.3 million class I-A-2A affirmed at 'AAA';
   -- $2.5 million class I-A-2B affirmed at 'AAA';
   -- $26.2 million class I-A-3A affirmed at 'AAA';
   -- $2.8 million class I-A-3B affirmed at 'AAA';
   -- $1.7 million class I-PO affirmed at 'AAA';
   -- Notional Balance class I-X affirmed at 'AAA';
   -- $5.3 million class I-B-1 downgraded to 'BBB+' from 'AA';
   -- $3.0 million class I-B-2 downgraded to 'BBB-' from 'A';
   -- $1.9 million class I-B-3 downgraded to 'BB' from 'BBB';
   -- $1.2 million class I-B-4 downgraded to 'B+' from 'BB';
   -- $0.8 million class I-B-5 rated 'B', placed on Rating
      Watch Negative;

Bear Stearns Asset Backed Securities Trust 2007-SD2 FRMS
   -- $30.1 million class I-A-1A affirmed at 'AAA';
   -- $1.6 million class I-A-1B affirmed at 'AAA';
   -- $22.6 million class I-A-2A affirmed at 'AAA';
   -- $1.2 million class I-A-2B affirmed at 'AAA';
   -- $45.1 million class I-A-3A affirmed at 'AAA';
   -- $2.4 million class I-A-3B affirmed at 'AAA';
   -- $1.7 million class I-PO affirmed at 'AAA';
   -- Notional Balance class I-X affirmed at 'AAA';
   -- $8.1 million class I-B-1 downgraded to 'BBB+' from 'AA';
   -- $4.9 million class I-B-2 downgraded to 'BBB-' from 'A';
   -- $2.8 million class I-B-3 downgraded to 'BB' from 'BBB';
   -- $2.4 million class I-B-4 downgraded to 'B+' from 'BB';
   -- $1.5 million class I-B-5 rated 'B', placed on Rating
      Watch Negative;


BEAZER HOMES: Files 1st & 2nd Quarter Fiscal 2008 Financials
------------------------------------------------------------
Beazer Homes USA, Inc. filed Thursday its quarterly reports on
Forms 10-Q for the quarters ended December 31, 2007 and March 31,
2008. With the filing of these reports, the Company has completed
the filing of all of its previously past due periodic reports with
the Securities and Exchange Commission.

In conjunction with these filings, the Company today announced its
financial results for the quarter ended December 31, 2007 and the
quarter and six months ended March 31, 2008. Summary results of
the first and second quarter of fiscal 2008 are as follows:

   * Quarter Ended December 31, 2007

     -- Reported net loss of $(138.2) million, or $(3.59) per
        share, including pre-tax charges related to inventory
        impairments and abandonment of land option contracts of
        $168.5 million and impairments related to joint venture
        investments of $12.8 million. For the first quarter of
        the prior fiscal year, net loss totaled $(79.9) million,
        or $(2.09) per share.

     -- Total revenues: $503.1 million, compared to $802.5
        million in the first quarter of the prior year.

     -- Home closings: 2,006 homes, compared to 2,664 in the
        first quarter of the prior year.

     -- Average sales price: $244,700 compared to $282,500 in the
        first quarter of the prior year.

     -- New orders: 1,252 homes, compared to 1,783 in the first
        quarter of the prior year.

   * Quarter Ended March 31, 2008

     -- Reported net loss from continuing operations of $(228.7)
        million, or $(5.93) per share, including pre-tax charges
        related to inventory impairments and abandonment of land
        option contracts of $187.9 million, and impairments
        related to joint venture investments of $31.7 million. In
        addition, the company incurred goodwill impairment
        charges of $48.1 million. For the prior fiscal year
        second quarter, net loss from continuing operations
        totaled $(58.1) million, or $(1.51) per diluted share.

     -- Reported net loss from discontinued operations of $(1.2)
        million, or $(0.03) per diluted share, compared to net
        income from discontinued operations of $0.9 million, or
        $0.02 per diluted share.

     -- Total revenues: $405.4 million, compared to $823.6
        million in the second quarter of the prior year.

     -- Home closings: 1,568 homes, compared to 2,748 in the
        second quarter of the prior year.

     -- Average sales price: $255,500 compared to $280,800 in the
        second quarter of the prior year.

     -- New orders: 1,956 homes, compared to 4,090 in the second
        quarter of the prior year.

   * As of March 31, 2008

     -- Cash and cash equivalents: $277.3 million (including $3.6
        million of restricted cash).

     -- No cash borrowings outstanding on revolving credit
        facility.

     -- Net debt to capitalization: 61.2%

     -- Backlog: 2,619 homes with a sales value of $672.5 million
        compared to 5,563 homes with a sales value of $1.67
        billion as of March 31, 2007.

"As evidenced by the results we released [], market conditions
remained weak for the homebuilding industry in the first half of
fiscal 2008, and we maintain a disciplined and cautious operating
approach as we believe the remainder of this fiscal year will be
very challenging," said Ian J. McCarthy, President and Chief
Executive Officer. "The actions we are taking to reduce direct
costs, overhead expenses, land spending and inventory will enable
us to generate cash and preserve liquidity at this difficult time
in the housing industry. At the same time, strategic actions such
as our decisions to reallocate capital and resources within our
geographic footprint and further efforts to differentiate Beazer
Homes in the eyes of the consumer will enable us to enhance
shareholder value over the long run."

"Completing the restatement of our prior years financial results
and filing all outstanding periodic financial reports is an
important step for Beazer Homes," McCarthy continued. "We look
forward to resuming regular quarterly communication of our
financial and operating results and appreciate the patience and
support shown to us by our investors, customers, and business
partners while we worked through the restatement."

                  Quarter Ended December 31, 2007

Homebuilding revenues declined 37.1% for the quarter ended
December 31, 2007, due to both a 24.7% decline in home closings
and a 13.4% decline in average selling price from the same period
in the prior fiscal year. The decrease in home closings was driven
primarily by declines in the West and Southeast regions, offset
somewhat by an increase in the Mid-Atlantic region. Net new home
orders totaled 1,252, a decline of 29.8% from the prior fiscal
year. At 46.6%, the cancellation rate for the quarter was
comparable to the 43.1% rate experienced for the same period in
the prior fiscal year.

During the first quarter, margins were negatively impacted by both
the average sales price decline and reduced closing volume as
compared to the same period a year ago. In addition, the Company
incurred pre-tax charges to abandon land option contracts, to
recognize inventory impairments and impairments in joint ventures
of $27.0 million, $141.5 million, and $12.8 million, respectively.

The Company continued to reduce its land position and unsold home
inventories. The Company controlled 58,146 lots at December 31,
2007, reflecting a reduction of 6.3% from the level as of
September 30, 2007. As of December 31, 2007, unsold finished homes
totaled 679, declining by 49.4% and 21.2% from the level a year
ago and as of September 30, 2007, respectively.

                   Quarter Ended March 31, 2007

Homebuilding revenues declined 48.6% for the quarter ended
March 31, 2008, due to both a 42.9% decline in home closings and a
9.0% decline in average selling price from the same period in the
prior fiscal year. Home closings declined in all regions, with the
most significant declines in Florida and the Southeast regions.
Net new home orders totaled 1,956, a decline of 52.2% from the
prior fiscal year. The cancellation rate for the quarter was
33.7%, comparable to the 29.1% rate experienced for the same
period in the prior fiscal year, but down substantially from 46.6%
experienced in the December quarter.

During the second quarter, margins were negatively impacted by
both the average sales price decline and reduced closing volume as
compared to the same period a year ago. In addition, the Company
incurred pre-tax charges to abandon land option contracts, to
recognize inventory impairments and impairments in joint ventures
of $13.2 million, $174.7, and $31.7, respectively. In addition,
the Company incurred pre-tax non-cash goodwill impairment charges
of $48.1 million related to reporting units in Arizona, New
Jersey, Southern California, and Virginia.

As previously announced, on February 1, 2008, the Company
determined that it would discontinue its mortgage origination
services through Beazer Mortgage Corporation and entered into a
marketing services arrangement with Countrywide Financial
Corporation. Commencing with the second quarter, the Company has
classified the results of operations from BMC, previously included
in its Financial Services segment, as discontinued operations in
its condensed consolidated financial statements. Net loss from
discontinued operations net of tax was $(1.2) million for the
quarter ended March 31, 2008. This loss included approximately
$0.6 million of severance and termination benefits and other
charges directly related to the cessation of BMC operating
activities. In addition, during the quarter ended March 31, 2008,
the Company wrote off its entire $7.1 million investment in
Homebuilders Financial Network LLC ("HFN"), a joint venture
investment established to provide related mortgage services.

The Company controlled 54,212 lots at March 31, 2008, reflecting a
6.7% reduction from levels as of December 31, 2007. As of March
31, 2008, unsold finished homes totaled 439, declining by 38.8%
and 49.1% from the level a year ago and as of September 30, 2007,
respectively.

At March 31, 2008, the Company had a cash balance of $277.3
million, which included $3.6 million of restricted cash. As the
first and second fiscal quarters are seasonally low in terms of
closings, cash used in operating activities was $27.6 million for
the six months ended March 31, 2008. In addition, during the first
six months of the fiscal year, the Company repaid $99.8 million of
secured notes payable and paid a consent fee to holders of its
Senior Notes and Senior Convertible Notes and related expenses
totaling $21.1 million.

                     Subsequent Developments

Subsequent to March 31, 2008, the Company received a cash tax
refund of approximately $55.8 million relating to a fiscal 2007
net operating loss carried back to fiscal 2005. In addition, the
Company currently has pending asset sales with estimated net cash
proceeds in excess of $100 million which are expected to close
over the next 120 days. These assets are located both in markets
the Company is exiting and in those where the Company is
maintaining a presence but has determined that sale of certain
assets in these markets best optimizes its capital and resource
allocation. The Company is continuing to pursue opportunities for
the disposition of its remaining land holdings and inventory in
those markets that it is in the process of exiting.

On May 13, 2008, the Company obtained a limited waiver, which
relaxes, until June 30, 2008, its minimum consolidated tangible
net worth and maximum leverage ratio requirements under its
Revolving Credit Facility. During the term of the limited waiver,
the minimum consolidated tangible net worth shall not be less than
$700 million and the leverage ratio shall not exceed 2.50 to 1.00.
The Company is currently negotiating an amended covenant package
with its bank group and expects to enter into an amendment prior
to finalizing its financial statements for the fiscal quarter
ending June 30, 2008. The Company currently has no cash borrowings
outstanding under the revolving credit facility and current
availability net of letters of credit of approximately $55.0
million.

                 Ongoing External Investigations

As previously disclosed, the Company and its subsidiary, Beazer
Mortgage Corporation, are under investigations by the United
States Attorneys Office in the Western District of North
Carolina, as well as other state and federal agencies, concerning
the matters that were the subject of the Audit Committees
independent investigation. In addition, the Company received from
the Securities and Exchange Commission a formal order of private
investigation to determine whether Beazer Homes and/or other
persons or entities involved with Beazer Homes have violated
federal securities laws, including, among others, the anti-fraud,
books and records, internal accounting controls, periodic
reporting and certification provisions thereof. The Company is
fully cooperating with these investigations which are ongoing. The
Company cannot predict or determine the timing or final outcome of
the investigations or the effect that any adverse findings in the
investigations may have on it.

The Company intends to attempt to negotiate a settlement with
prosecutors and regulatory authorities with respect to these
matters that would allow it to quantify its exposure associated
with reimbursement of losses and payment of regulatory and/or
criminal fines, if they are imposed. However, no settlement has
been reached with any regulatory authority and the Company
believes that although it is probable that a liability exists
related to this exposure, it is not reasonably estimable at this
time.

                         Conference Call

The Company held a conference call on May 16, 2008, to discuss the
results.  A replay of the call will be available until midnight ET
on May 23, 2008.  To directly access the replay, dial               
866-448-7650 or 203-369-1199, or visit http://www.beazer.com/ A  
replay of the webcast will be available at http://www.beazer.com/
for approximately 30 days.

                       About Beazer Homes

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

                          *     *     *

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

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

The TCR reported on May 8, 2008, that Beazer Homes USA Inc. stated
in a filing with the Securities and Exchange Commission that it
received a default notice from The Bank of New York Trust Company
National Association, the trustee under the indenture governing
the company's outstanding $103.1 million unsecured junior
subordinated notes due July 2036.  The notice alleges that the
company is in default under the indenture because the company has
not provided certain required information, including its annual
audited and quarterly unaudited financial statements.


BOMBARDIER INC: Fitch Upgrades Preferred Stock Rating to BB-
------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) and
long-term debt rating for Bombardier Inc. (BBD) to 'BB+' from
'BB'.

   -- IDR to 'BB+' from 'BB';
   -- Senior unsecured debt to 'BB+' from 'BB';
   -- Preferred stock to 'BB-' from 'B+'.

The Rating Outlook is Stable. The ratings affect approximately
$4.7 billion of outstanding debt and preferred stock as of
Jan. 31, 2008.

The upgrades to BBD's ratings reflect improved credit metrics, the
company's progress in realizing higher margins and cash flow, and
a solid outlook for many of its end-markets. The ratings are also
supported by a large backlog, the company's business
diversification, its leading market positions, the robust business
jet market, and its healthy liquidity position. The company's
ratings were previously upgraded one notch in January 2008 when it
used high cash balances to reduce debt by approximately $1
billion. BBD is focused on building a stronger capital structure
and further reducing leverage, which would help reduce its cost of
funds and improve the company's financial and strategic
flexibility.

Although Fitch anticipates that BBD could further strengthen its
financial profile over the long term, the Stable Outlook
incorporates shorter term operating challenges that the company
continues to address. These include margins that, while improving,
remain relatively low by industry standards, particularly in the
business jet and regional aircraft businesses. In fiscal 2008
aerospace margins increased to 5.8% compared to 3.9% in fiscal
2007. As a result of an accounting change, the aerospace business
may attain BBD's margin target of 8% as early as fiscal 2009, but
the company could reset its target to reflect the accounting
change and its outlook for the business. In the transportation
business, margins in fiscal 2008 before special charges increased
to 4.4%, up from 3.9% in fiscal 2007. The increase includes the
benefits of a previously completed restructuring program which
have been partially offset by special charges and a reduction in
scope related to BBD's participation in the Metronet project.
Fitch believes BBD should be able to complete the rest of the
project at a reasonable level of profitability, but the recent
program adjustments represent a delay in BBD's long-term plans to
grow margins to 6% and expand its presence and capabilities in
signaling and services work in the transportation sector.

Other rating concerns include business jet market cyclicality and
the impact of exchange rate volatility on margins, financial
results, and planning. Aerospace concerns include risks inherent
in developing new aircraft models, new entrants in the regional
jet (RJ) market, and contingent obligations related to past
aircraft sales, although these contingent obligations are spread
out over time and are not a near-term concern. Tighter conditions
in the credit markets could potentially prompt BBD to provide
aircraft financing, at least on an interim basis, that could
increase its funding needs and make it more difficult to achieve
better credit metrics.

BBD continues to hold significant market shares in its aerospace
and transportation markets. During fiscal 2008 BBD's total orders
increased significantly due to growing international demand for
business jets and a rebound in demand for larger regional
aircraft. Aerospace unit orders were 698 aircraft in fiscal 2008
compared to 363 aircraft in fiscal 2007, bringing the aerospace
backlog to $22.7 billion. Orders in the transportation segment
were comparatively stable at $11.3 billion after increasing in
fiscal 2007 to $11.8 billion due to large orders for rolling
stock. Transportation's backlog rose to $30.9 billion.
Bombardier's total backlog at the end of fiscal 2008 was $53.6
billion, up from $40.7 billion.

After meeting with the management of the CSeries program, Fitch
has become more positive on the business case for the program,
although risks are still present. Fitch's concerns regarding the
program include execution of the development and certification
plan (which is a common concern for all new aircraft programs),
the potential need for BBD to finance some deliveries, the supply
chain, market demand, and potential competitor responses. Fitch's
previous concerns about the CSeries' source of technological
advantage have been reduced by BBD's disciplined approach to
designing the plane, which has increased the likelihood that the
CSeries will produce the expected fuel efficiency, noise reduction
and reduced emissions. The technology supporting these benefits
includes the new geared turbofan engine from Pratt & Whitney and
an increased use of advanced materials (composites and an
aluminum-lithium alloy). The interior is also attractive,
incorporating many features which are similar to those found in
the Boeing 777 and 787. Potential competition from Boeing, Airbus
and RJ manufacturers represents a significant concern, including
pricing actions on existing aircraft from Boeing and Airbus.

In February 2008, BBD's board of directors authorized CSeries
sales offers to customers. BBD has not announced any launch
orders, but if sufficient orders are received, BBD could launch
the CSeries by the end of 2008, with entry into service expected
in 2013. The CSeries would serve as BBD's entry into the mainline
aircraft market, targeting the low end of the 100-149 seat range
(110-130 seats). Expenditures for development and tooling are
estimated at approximately $3.2 billion, with BBD picking up about
one-third of the cost and suppliers and governments picking up the
rest. Fitch estimates that BBD should be able to fund the program
with internally generated cash or cash balances. In addition to
lower operating costs, an important foundation of BBD's business
case for the CSeries is the argument that the aircraft will be the
only plane in the market specifically designed for the 100-149-
seat segment, with all other aircraft in the segment scaled up or
down from other models.

Free cash flow rose substantially in fiscal 2008 to $1.9 billion.
The receipt of customer advances in fiscal 2008 generated an
unusually large amount of cash from working capital. While a
similar cash inflow is not expected to recur, free cash flow
should be supported by BBD's large backlog, especially in the
aerospace segment. Cash deployment is primarily directed toward
capital expenditures that include the development of new aircraft
such as the CSeries. Expenditures are expected to be spread out
over several years, so the impact of the development programs on
BBD's financial position should be manageable.

BBD's credit protection measures at the end of fiscal 2008
continued to improve as debt/EBITDA declined to 3.24 times (x)
compared to 4.74x one year earlier. Stronger free cash flow
measures were largely attributed to the impact of working capital
as described above. Although FFO Interest Coverage declined to
2.54x in fiscal 2008 from 3.47x in fiscal 2007, it included the
impact of a large, $826 million pension contribution. Going
forward, the ratio should benefit from a lower pension
contribution in fiscal 2009, estimated by BBD at $315 million, as
well as BBD's $1 billion debt reduction debt completed at the end
of fiscal 2008.

At Jan. 31, 2008, BBD maintained $3.6 billion of unrestricted cash
balances, not including $1.3 billion of restricted cash related to
its letter of credit (LOC) facility. Restricted cash balances are
not available for liquidity purposes or for the benefit of
unsecured bond holders. Bombardier's unrestricted cash balances
are the company's sole source of liquidity as it does not have a
bank facility available; the LOC facility is restricted to LOC
issuance. BBD's liquidity position benefits from a reduction in
net pension liability following significant contributions in 2008.
In addition, debt maturities are minimal until fiscal 2013.


BOMBAY CO: Court Approves A.S.K. Financial as Litigation Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized The Bombay Company Inc. and its debtor-affiliates to
employ A.S.K. Financial LLP as their special litigation counsel.

As reported in the Troubled Company Reporter on April 9, 2008,
the firm will collect, analyze, and litigate avoidance claims that
are filed, nunc pro tunc to March 12, 2008, in the Debtors'
Chapter 11 cases.

The Debtors told the Court that the firm will charge an analysis
fee for performing initial analysis of potential avoidance claims.  
The firm will then provide these data to the Debtors and their
Official Committee of Unsecured Creditors to help them decide
which actions are worth pursuing.

The firm will be paid fees on a contingency basis:

   -- 15% for all gross collections obtained on cases settled
      prior to the filing of a complaint;

   -- 27% of all collections obtained on cases settled after the
      filing of a complaint, but prior to four weeks before the
      scheduled trial date or entry of a judgment; and

   -- 35% of all collections obtained on cases settled on the
      earlier of four weeks before the scheduled trial date or
      entry of a judgment.

The firm said that it is also entitled to be paid its contingency
fee for verified claim waivers that it obtains as part of the
settlement consideration.

Joseph L. Steinfeld, Jr., Esq., a co-managing principal of A.S.K.
Financial, assured the Court that the firm is disinterested, as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

                       About Bombay Company

Based in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,
sources and markets a unique line of home accessories, wall d,cor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally, including Cayman Islands.

The company and five of its debtor-affiliates filed for Chapter 11
protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T.
Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP,
represent the Debtors.  The U.S. Trustee for Region 6 apppionted
seven creditors to serve on an Official Committee of Unsecured
Creditor.  Attorneys at Cooley, Godward, Kronish LLP act as
counsel for the Official Committee of Unsecured Creditors.  As
of May 5, 2007, the Debtors listed total assets of $239,400,000
and total debts of $173,400,000.


BRIDGETECH HOLDINGS: Jewett Schwartz Raises Going Concern Doubt
---------------------------------------------------------------
Jewett, Schwartz, Wolfe & Associates in Hollywood, Fla., raised
substantial doubt about Bridgetech Holdings International, Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
operating and liquidity concerns, accumulated deficit, and
negative working capital.

For the year ended Dec. 31, 2007, the company posted a $15,355,456
net loss on $243,770 of revenues compared with a $16,854,130 net
loss on $437,049 of total revenues for the same period in 2006.

At Dec. 31, 2007, the company's balance sheet showed $1,294,315 in
total assets, $9,350,887 in total liabilities, and $20,325 in
minority interest, resulting in an $8,076,897 stockholders'
deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $610,885 in total current assets available to pay
$9,350,887 in total current liabilities.

The company also incurred an accumulated deficit of $56,279,880
through the period ended Dec. 31, 2007.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b8b

Based in Cardiff, Calif., Bridgetech Holdings International, Inc.
(Other OTC: BGTH.PK) -- http://www.bridgetechholdings.com/--  
transfers medical drugs, devices, and diagnostics from the United
States to China, with a primary focus on oncology. The company
also offers medical technology transfer, nurse recruitment and
training, medical imaging, and healthcare radio frequency
identification solutions.  It operates its own clinical research
organization in Hong Kong.  The company has offices in Hong Kong
and Beijing.


BUFFETS HOLDINGS: To Reject Pacts Related to Sacramento Lease
-------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for authority
to reject a lease with Howard and Rosemarie Cheung for
nonresidential real property located at 1030 Howe Avenue,
Sacramento, California, effective May 31, 2008.

The Debtors also seek the Court's permission to reject 25
executory contracts related with the Sacramento Lease.

The Debtors ask the Court's approval to abandon any personal
property located on the Sacramento premises as of May 31, 2008,
pursuant to Section 554(a) of the Bankruptcy Code.

According to Pauline K. Morgan, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the lease relates to the  
Sacramento premises where the Debtors formerly operated a Tahoe
Joe's restaurant.  The contracts consist of:

   (1) miscellaneous executory contracts or portions of  
       miscellaneous executory contracts that relate to currently
       operating or closed restaurant locations;

   (2) portions of the miscellaneous executory contracts
       that relate to the Sacramento premises;

   (3) portions of miscellaneous executory contracts that
       relate to the restaurant the Debtors formerly operated in
       Nogales, Arizona.

Ms. Morgan notes that the Sacramento Lease ands the contracts
were no longer profitable and constituted a financial burden to
the Debtors' estates.  The Debtors have determined that it is
highly unlikely that they would ever be able to locate a third
party willing to accept an assignment of the Lease or any of the
contracts.

The Debtors will remove all personal property of more than de
minimis value from the Sacramento Premises prior to May 31, 2008.

To the extent that the Debtors leave any property, including, but
not limited to, personal property, furniture, fixtures, and
equipment on the Sacramento premises, the Debtors request that
the personal property be deemed abandoned pursuant to Section
554(a) of the Bankruptcy Code.  

The Debtors believe that the costs of retrieving, marketing and
reselling the abandoned personal property would far outweigh any
recovery the Debtors could hope to attain from the personal
property, Ms. Morgan says.

The Sacramento contracts are:

                                                  Rejection
                                                  Effective
   Party                    Contract              Dates
   ------                   ---------             ---------
   Allied Waste Services    Customer Service      May 12, 2008
   of Sacramento            Agreement
   Affected Location:       
   Store 833

   Aramark                  Service Agreement     May 12, 2008
   Affected Location:
   Store 833
  
   Chockstone, Inc.         Card Services         May 31, 2008
   Affected Location:       Agreement
   Rejected in its entirety.
   
   Coca-Cola North America  Letter Agreement      May 12, 2008
   Affected Location:
   Store 833

   Coca-Cola North America  Letter Agreement      May 15, 2008
   Affected Location:
   Store 329

   Ecolab Inc.              Product and Services  May 12, 2008
   Attn. Corporate Account  Supply Agreement                
   Contact Administration
   Affected Location:
   Store 833

   Ecolab, Inc.             Product and Services  May 15, 2008
   Attn: Corporate Account  Supply Agreement
   Contact Administration
   Affected Location:
   Store 329
   
   Ecolab, Inc.             Pest Elimination      May 12, 2008
   Attn: Tim Burns          Services Agreement
   Assistant Vice
   President, Corporate
   Accounts
   Affected Location:
   Store 833
            
   Ecolab, Inc.             Pest Elimination      May 15, 2008
   Attn; Tim Burns          Services Agreement
   Assistant Vice
   President, Corporate
   Accounts
   Affected Location:
   Store 329

   Executive Business       Service Outline       May 12, 2008  
   Maintenance, Inc.
   Affected Location:
   Store 833

   Honeywell International  Master Installation   May 15, 2008  
   Inc.                     and Service Agreement  
   Attn: General Counsel
   Affected Location:
   Store 329

   Honeywell International  Master Installation   May 12, 2008   
   Inc.                     and Services Agreement
   Attn: General Counsel
   Affected Location:
   Store 833    

   HSM Elect. Protection    Master Installation   May 31, 2008
   Services                 and Services Agreement
   Attn: Gen. Counsel
   Affected Location:
   Store 69 and 131

   Muzak, LLC               Muzak Multi           May 12, 2008
   Attn: Gen Counsel        Territory Accounts
   Affected Location:       Services Agreement
   Store 833

   Muzak, LLC               Muzak Multi           May 15, 2008
   Affected Location:       Territory Accounts
   Store 329                Services

   National Guardian        Agreement             May 12, 2008
   Security Services
   Affected Location:
   Store 833

   National Guardian        Agreement             May 15, 2008  
   Security Services  
   Affected Location:
   Store 329

   NUCO, Inc                Product purchase      May 12, 2008
   Affected Location:       Agreement
   Store 833

   NUCO, Inc.               Product Purchase      May 15, 2008
   Affected Location:       Agreement
   Store 329

   Restaurant Technologies, Supply Agreement      May 31, 2008
   Inc.                     (portions related to
   Affected location:        purchase of cooking
   Rejected as to all        oil)
   locations
   
   Restaurant Technologies, Supply Agreement      July 1, 2008
   Inc.                     (portions related to
   Affected Location:       lease of systems)
   Rejected as to all
   applicable locations

   Royal Cup, Inc.          Equipment Rental      May 15, 2008
   Affected Location:       Agreement
   Store 329

   RWD, Inc.                Vending Agreement     May 15, 2008
   Affected Location:
   Store 329

   S&D Coffee, Inc.         E-mail from           May 12, 2008
   Attn: Jim Edmonson       Jim Edmonson to Janet
   Affected Location:
   Store 833

   William Thomas Group     Amended and            May12, 2008
   Attn: Brad Warman        Restated Waste
   Affected Location:       Management
   Store 833

                     About Buffets Holdings

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

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

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


CAMBIUM LEARNING: Moody's Cuts Ratings on Latent Fraud Activities
-----------------------------------------------------------------
Moody's Investors Service has lowered its ratings for Cambium
Learning, Inc., as outlined below, and initiated a review for
possible further downgrade, reflecting heightened liquidity
concerns and a corresponding increase in the likelihood of a
default occurring over the near-to-intermediate term.  

The rating action follows recent disclosure of potentially
fraudulent activities at the company, rendering uncertain the
agency's ability to rely on historical financial statements, as
well as the recent execution of amendments which extended (until
July 15, 2008) the date by which the company must deliver audited
financial statements, an auditors compliance certificate and other
reports to its lenders, and which notably prohibited any further
access to the company's $30 million revolving credit facility
(while permitting the incurrence of an additional $3 million of
senior unsecured sponsor funding).

Ratings actions taken:

  -- Corporate Family Rating -- to Caa1 from B3
  -- Probability of Default Rating -- to Caa1 from B3
  -- $30 million senior secured first lien revolving credit
     facility, due 2011 -- to B3, LGD3 (38%) from B2, LGD3 (37%)

  -- $128 million senior secured first lien term loan, due 2011 --
     to B3, LGD3 (38%) from B2, LGD3 (37%)

  -- Rating Outlook - Under Review for Possible Downgrade

The review will focus on the company's ability to restore
liquidity and thereby remain solvent by complying with recent
amendment requirements and/or raising new equity capital to ease
the over-leveraged financial burden under difficult market
conditions.  Moody's notes that a large amount of equity was
initially contributed by the company's financial sponsors last
year, and as such there may still be sufficient equity cushion for
creditors to realize above-average recoveries in an event of
default scenario.

The LGD analysis still maintains an average recovery assumption,
nonetheless, given the heightened uncertainties with respect to
validity of the company's financial performance as reflected in
its historical financial statements in light of recent
disclosures.  Ratings could be lowered further -- particularly the
PDR -- if a payment default and/or distressed exchange becomes
increasingly likely, and/or the financial statements are deemed to
be unreliable.

Headquartered in Natick, Massachusetts, Cambium Learning, Inc. is
a leading provider of intervention solutions designed specifically
for the pre-K-12 at-risk and special education markets.  The
company reported sales of approximately $98 million for the LTM
period ended Sept. 30, 2007.


CHEROKEE INTERNATIONAL: Earns $12,000 in 2008 First Quarter
-----------------------------------------------------------
Cherokee International Corporation disclosed on Monday its
financial results for the first quarter ended March 30, 2008.

Net income for the first quarter of 2008 was $12,000, compared to
a net loss of $2.0 million for the first quarter a year ago.

Net sales for the first quarter of 2008 were $34.7 million, up
more than 16.0% compared to $30.0 million for the first quarter of
2007.  Net sales increases quarter over quarter were across all
market sectors, led by a significant increase in the company's  
telecom market.

The company's backlog at March 30, 2008, was $55.1 million
compared with $45.0 million at April 1 2007. The book to bill for
the first quarter of 2008 was 1.25 to 1.00 compared to 1.00 to
1.00 for the first quarter of 2007.

Gross profit for the first quarter was $8.6 million, up 51.0%
compared to $5.7 million for the same period in 2007.  Gross
margin of 25.0% for the first quarter of 2008 was up from the
19.0% realized in the first quarter of 2007.  Improvements in
gross profit and gross margin stemmed principally from lower
material costs in North America and Asia and to a lesser extent
from higher net sales in Europe.

"Last year we stated that we expected significantly improved gross
margins as a result of several initiatives.  Two of those
initiatives included migrating production from Mexico to China,
and sourcing a larger percentage of raw materials from Asian
vendors.  Execution of this dual strategy has successfully
resulted in a 51.0% improvement in gross profit and the highest
percentage of overall gross margin for Cherokee in three years,"
said Jeffrey M. Frank, Cherokee's president and chief executive
officer.

"We are confident that we will sustain momentum throughout 2008
from the high energy efficient programs introduced in the second
half of 2007, a 50.0% production increase at our wholly owned
subsidiary in China, and a laser focus on improving operating
metrics. We remain committed to providing our customers with the
best products and services, while we continue to reduce costs and
improve performance."

Operating expenses were $8.1 million for the first quarter of 2008
compared to $7.8 million for the first quarter of 2007.  

"The company ended the first quarter with $12.0 million in cash,
up $3.5 million from year-end.  We generated $4.8 million in cash
from operations during the first quarter of 2008.  Strong
collections from fourth quarter business and greater profitability
in the first quarter both contributed to this improvement," said
Linster W. Fox, Cherokee's executive vice president, chief
financial officer and secretary.  "This is the highest quarterly
production of cash from operations in the last twelve quarters."

                          Balance Sheet

At March 30, 2008, the company's consolidated balance sheet showed
$94.8 million in total assets, $82.6 million in total liabilities,
and $12.2 million in total stockholders' equity.

The company's consolidated balance sheet at March 30, 2008, also
showed strained liquidity with $71.9 million in total current
assets available to pay $78.0 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2c11

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 14, 2008,
Mayer Hoffman Mccann P.C., in Orange County, Calif., expressed
substantial doubt about Cherokee International Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 30,
2007.  

The auditing firm reported that the $46.4 million aggregate
principal amount outstanding under the company's 5.25% Senior
Notes will become due and payable on Nov. 1, 2008.  The company
does not expect to have sufficient cash available at the time of
maturity to repay this indebtedness and is currently working with
an investment banker to extend the maturity of these notes.

If the company is unable to refinance on terms satisfactory to it,
it may be forced to refinance on terms that are materially less
favorable, seek funds through other means such as a sale of some
of its assets, or otherwise significantly alter its operating
plan, any of which could have a material adverse effect on the
company's business, financial condition and results of operation.

                   About Cherokee International

Headquartered in Tusin, Calif. Cherokee International Corp.
(Nasdaq: CHRK) -- http://www.cherokeepwr.com/-- designs,  
manufactures and markets custom and standard switch-mode power
supplies for datacom, telecom, medical and process-control
applications.


CHRYSLER LLC: CAW Labor Pact Aids in Canadian Biz Competitiveness
-----------------------------------------------------------------
Al Iacobelli, Chrysler LLC Vice President  Union Relations,
disclosed that Chrysler is pleased to have reached a tentative
agreement with the Canadian Auto Workers Chrysler Canada
bargaining team.  The company believes that this agreement
recognizes the contributions of its CAW workforce, while helping
contribute to Chrysler Canada's overall competitiveness.

As reported in the Troubled Company Reporter on May 16, 2008,
the CAW reached tentative settlements with both General Motors
Corp. and Chrysler LLC that meet the pattern established with Ford
Motor Co.  The CAW represents close to 13,000 GM workers and 8,000
Chrysler workers in Canada.  According to a CAW press statement,
both settlements were unanimously endorsed by the CAW/GM and
CAW/Chrysler Master Bargaining committees, respectively and later
overwhelmingly supported by local union leadership.  The three-
year agreements resist two-tier wages and provide productivity and
quality bonuses, improved restructuring incentives, benefit
improvements, COLA increases in both second and third years and
improved language on health and safety issues among other gains.  
The union also extended the operating life of the Chrysler Casting
plant in Etobicoke, Ontario, at least until 2011.

"Chrysler is committed to being among the industry's best in
productivity, quality, customer value and service, Mr. Iacobelli
relates.  "With this agreement, our Canadian operations will
support that commitment by producing some of our most iconic
vehicles, including the Chrysler and Dodge Minivans and the all-
new Dodge Challenger."

As The tentative labor agreement between Chrysler Canada and the
Canadian Auto Workers covers approximately 9,600 Chrysler-
represented employees at its various Canadian facilities,
primarily those located in Brampton, Etobicoke and Windsor,
Ontario.

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.


CITICORP: Fitch Affirms Low-B Ratings on 3 Classes
--------------------------------------------------
Fitch Ratings has affirmed these CitiCorp mortgage pass-through
certificates:

Series 2003-3;
   -- Class A at 'AAA';
   -- Class B-1 at 'AAA';
   -- Class B-2 at 'AAA';
   -- Class B-3 at 'AA';
   -- Class B-4 at 'A';
   -- Class B-5 at 'BB+'.

Classes A-16 through A-20 have also been removed from Rating Watch
Negative.

Series 2003-11;
   -- Class IA at 'AAA';
   -- Class IIA at AAA;
   -- Class B-1 at 'AA';
   -- Class B-2 at 'A';
   -- Class B-3 at 'BBB';
   -- Class B-4 at 'BB';
   -- Class B-5 at 'B'.

Class IIA-11 has also been removed from Rating Watch Negative.

The collateral on the aforementioned transactions consists of
mixed term fixed-rated mortgages extended to prime borrowers.
CitiMortgage and First Nationwide deposited 56% and 44%
respectively of the loans in 2003-3. Citi Mortgage deposited all
of the loans in 2003-11. CitiMortgage (rated 'RPS1' provided by
Fitch) services all of the loans in both deals.

These classes are wrapped by MBIA:

   -- Series 2003-3 class A-5, A-16, A-17, A-18, A-19, A-20;
   -- Series 2003-11 II-A-11.

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/


CITIGROUP MORTGAGE: Fitch Cuts Ratings on 4 Classes to Low-B
------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Citigroup
Mortgage Loan Trust mortgage pass-through certificates. Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed. Affirmations total $342.5 million and
downgrades total $65.3 million. Additionally, $17.7 million was
placed on Rating Watch Negative.

Citigroup Mortgage Loan Trust 2004-RP1
   -- $73.0 million class A-1 affirmed at 'AAA';
   -- $3.6 million class M-1 affirmed at 'AA+';
   -- $3.6 million class M-2 affirmed at 'AA';
   -- $3.0 million class M-3 affirmed at 'A+';
   -- $2.4 million class M-4 downgraded to 'A-' from 'A';
   -- $2.4 million class M-5 downgraded to 'BBB+' from 'A-';

Citigroup Mortgage Loan Trust 2005-HE2
   -- $45.6 million class A affirmed at 'AAA';
   -- $11.0 million class M-1 affirmed at 'AA';
   -- $6.8 million class M-2 affirmed at 'A';
   -- $4.3 million class M-3 affirmed at 'BBB';
   -- $1.4 million class M-4 affirmed at 'BBB-';

Citigroup Mortgage Loan Trust 2005-SHL1
   -- $47.9 million class A affirmed at 'AAA';
   -- $8.6 million class M-1 affirmed at 'AA';
   -- $4.7 million class M-2 affirmed at 'A';
   -- $3.8 million class M-3 downgraded to 'BB+' from 'BBB';
   -- $0.7 million class M-4 downgraded to 'BB+' from 'BBB-';

Citigroup Mortgage Loan Trust 2006-SHL1
   -- $129.0 million class A affirmed at 'AAA';

   -- $21.0 million class M-1 downgraded to 'A+' from 'AA+';

   -- $17.3 million class M-2 downgraded to 'A-' from 'AA';

   -- $5.5 million class M-3 downgraded to 'BBB-' from 'A+',
      placed on Rating Watch Negative;

   -- $4.9 million class M-4 downgraded to 'BBB-' from 'A',
      placed on Rating Watch Negative;

   -- $3.8 million class M-5 downgraded to 'BB+' from 'A-',
      placed on Rating Watch Negative;

   -- $3.5 million class M-6 downgraded to 'BB' from 'BBB+',
      placed on Rating Watch Negative.


CITY CAPITAL: Spector & Wong Raises Going Concern Doubt
-------------------------------------------------------
Spector & Wong, LLP, in Pasadena, Calif., raised substantial doubt
about City Capital Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

The auditing firm said, "The company's ability to continue in the
normal course of business is dependent upon the success of future
operations.  The company has recurring losses, substantial working
capital deficiency, stockholders' deficit and negative cash flows
from operations."  The auditing firm also added that the company
has default in certain notes payable, recently withdraw as a
business development company, and commenced new operations.

For the year ended Dec. 31, 2007, the company posted a $7,036,360
net loss on $163,447 of total revenues compared with an $896,975
net loss on zero revenue for the same period in 2006.

At Dec. 31, 2007, the company's balance sheet showed $2,559,742 in
total assets and $3,404,479 in total liabilities, resulting in an
$844,737 stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $2,203,469 in total current assets available to pay
$3,288,319 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b8d

Based in Franklin, Tenn., City Capital Corporation (OTC BB: CTCC)
-- http://www.citycapitalcorp.net/-- acquires and renovates  
distressed properties in multiple industry segments, reselling
them at a profit.


CLEAR CHANNEL: Moody's Maintains Rating Review on Pending Deal
--------------------------------------------------------------
On May 13, 2008, Clear Channel Communications, Inc. announced that
the company, the entities sponsored by Thomas H. Lee Partners,
L.P. and Bain Capital Partners, LLC and the bank syndicate
consisting of six banks entered into a settlement agreement in
connection with the lawsuits previously filed in New York and
Texas.

Moody's continues to maintain Clear Channel's ratings under review
for possible downgrade pending closing of the acquisition.  
Moody's review will focus on the operating and financial strategy
of the company's new sponsors and the resulting impact on the
credit metrics of the company.

According to the company's announcement, the settlement agreement
calls for an amended merger agreement under which shareholders
will receive $36.00 in cash per share, which is lower than the
previous per share consideration of $39.20.  The shareholders may
still elect to exchange their shares on a one-on-one basis for
shares of common stock in the new corporation formed to acquire
Clear Channel.  Moody's notes that the amended merger agreement
remains subject to shareholder approval and that the company now
expects to close the merger in the third quarter of 2008.  Moody's
further notes that, as part of the settlement agreement, the bank
syndicate has entered into fully-negotiated and documented
definitive agreements to provide long-term financing to the
company.

Clear Channel Communications, Inc., with its headquarters in San
Antonio, Texas, is a global media and entertainment company
specializing in "gone from home" entertainment and information
services for local communities and premiere opportunities for
advertisers.  The company's businesses include radio and outdoor
displays.


CLAIRE'S STORES: $350MM Notes PIK Plan Won't Affect S&P's Ratings
-----------------------------------------------------------------
Standard & Poor's Rating Services said that Pembroke Pines,
Florida-based Claire's Stores Inc.'s (B-/Negative/--) election to
pay in kind all interest due on Dec. 1, 2008, for the $350 million
9.625%/10.375% senior toggle notes due 2015 will not have an
immediate effect on the company's ratings or outlook.  Claire's is
a specialty retailer of value-priced jewelry and fashion
accessories for preteens, teenagers, and young adults.
     
Standard & Poor's views the decision to elect to use the PIK
feature on the notes rather than pay cash interest as indicative
of ongoing performance difficulties at the company.  Claire's has
performed well below expectations over the past year, and S&P
anticipate operations will continue to deteriorate over the near
term given the challenging economic conditions and significant
decline in consumer spending.  S&P will continue to monitor the
rating as additional information becomes available.


COLLINS & AIKMAN: S&P Concludes Review; Ratings Remain Unchanged
----------------------------------------------------------------
Standard & Poor's Ratings Services concluded a review of the bank
loan and recovery ratings on Dalton, Georgia-based Collins &
Aikman Floorcoverings Inc.'s $245 million (approximately $241
million currently outstanding) term loan B due 2014.  Following
the review, Standard & Poor's has concluded that the issue-level
and recovery ratings remain unchanged.  The bank loan rating on
the secured facility remains 'B+' while the recovery rating
remains unchanged at '4', indicating the expectation for average
(30%-50%) recovery in the event of a payment default.


COMMERCIAL ASSETS: Fitch Affirms BB+ Rating on Class M-6 Bonds
--------------------------------------------------------------
Fitch Ratings affirms Commercial Assets, LLC series 2007-1 small
balance bonds as follows:

   -- $105.9 million class A at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- $3.5 million class M-1 at 'AA';
   -- $3.7 million class M-2 at 'A-';
   -- $2.2 million class M-3 at 'BBB+';
   -- $1.4 million class M-4 at 'BBB';
   -- $1.8 million class M-5 at 'BBB-';
   -- $1.3 million class M-6 at 'BB+'.

The $1.4 million class M-7 and $3.8 million class M-8 are not
rated by Fitch.

Although, delinquencies are higher than expected at issuance,
credit enhancement levels remain sufficient to affirm the ratings
at this time. However, should additional loans become delinquent
or specially serviced, downgrades are possible.

As of the April 2008 remittance report, the transaction has been
reduced 2% to $125 million from $127.6 million at issuance. The
deal is collateralized by small balance commercial loans secured
by multifamily, retail, office, industrial, and mixed use
properties. The transaction is geographically diverse with the
largest concentration of properties located in Texas (16.3%),
Florida (10.8%), New York (10%), Michigan (6%), and Pennsylvania
(5.6%).

The loans are smaller than typical CMBS loans with an average loan
size of $541,322 ranging from approximately $71,641 to $3 million,
and in some instances are not structured as single purpose
entities and are full recourse. Approximately 98% of the
transaction has upcoming Adjustable Rate Mortgage (ARM) resets.

Nine loans (3.9%) are currently in special servicing and losses
are expected. The largest specially serviced loan (0.9%) is an
industrial property located in Hilton Head, SC and is currently
90+ days delinquent. The special servicer is proceeding with
foreclosure.

Losses on the specially serviced loans are expected to be absorbed
by the non-rated class M-8.

Fitch will continue to closely monitor the transaction for
increasing delinquencies or specially serviced loans.


CPG INT'L: Weak Market Demand Cues S&P to Revise Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on CPG
International Inc. to stable from positive.  All ratings,
including the company's 'B' corporate credit rating, were
affirmed.  At the same time, S&P assigned a recovery rating of 4
to the company's senior unsecured notes, indicating the likelihood
of average (30%-50%) recovery in the event of a payment default.
     
"The outlook revision reflects our assessment that weak end-market
demand and higher raw material costs are likely to cause softer-
than-expected financial performance over the next year.  As a
result, a higher rating is not probable within our outlook
horizon," said Standard & Poor's credit analyst Sean McWhorter.
     
Previously, a higher rating was predicated on meaningful growth of
sales and earnings over the next year that would lead to leverage
around 4x.  As a result of these expectations, credit measures are
expected to be more in line with the current rating.  CPG had
debt, fully adjusted for operating leases, of $324 million at
March 31, 2008.
     
CPG is a Scranton, Pennsylvania-based manufacturer of engineered
building products.

"We expect CPG's premium decking, trim board, and railing products
will allow the company to keep its competitive market position,
enabling it to maintain credit measures and liquidity that are
consistent with the current rating," Mr. McWhorter said.
     
He also said, "We could revise the outlook to negative if the
company's raw material costs rose more precipitously than expected
or the housing downturn or general economic conditions
deteriorated significantly, causing further deterioration in
profitability and credit measures.  While less likely in the near
term, we could revise the outlook to positive if the company's
housing end markets and general economic conditions demonstrate
greater stability and the company shows sustained growth in sales
and profitability."


CPI PLASTICS: Obtains Waiver and Modifies Credit Deal with Lenders
------------------------------------------------------------------
CPI Plastics Group Ltd. obtained a waiver from its lenders to  
resolve covenant violations at March 31, 2008.  

The company related that the violations made to the lending
agreements for the new debt facilities, in which the company is
required to maintain certain restrictive financial covenants
relating to debt to earnings leverage, debt service coverage and
working capital ratios which are typical of such lending
arrangements, was a result of the lower earnings in the first
quarter of 2008.

The company incurred net loss of $2.3 million for three months
ended March 31, 2008, compared to net loss of $533,000 for the
same period in the previous year.

At March 31, 2008, the company's balance sheet showed total assets
of $104.3 million, total liabilities of $70.1 million and total
shareholders' equity of roughly $34.2 million.

                   Financial Covenants Amendment

CPI Plastics and its lenders have amended certain of the terms and
conditions and financial covenants under the lending agreements to
extend the date by which the company is required to repay
$10 million of senior secured term debt by one year from March 31,
2008, to March 31, 2009.

All other terms and conditions under the lending agreements
remained substantially unchanged.

                   About CPI Plastics Group Ltd.
    
Based in Mississauga, Ontario and Pleasant Prairie, Wisconsin, CPI
Plastics Group Ltd. is a plastics processor and is into  
thermoplastics profile design, engineering, processing and value
added manufacturing.  CPI's team of over 600 employees
manufactures out of six plants occupying 530,000 square feet of
manufacturing space and housing over 135 extruders.


CSFB MORTGAGE: S&P Cuts BBB- Rating on Class L Certificates to B+
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2007-TFL2 and removed them from CreditWatch, where they were
placed with negative implications on March 6, 2008.  At the same
time, S&P affirmed its ratings on 11 other classes from this
series.
     
The downgrades of the pooled certificates reflect Standard &
Poor's revised valuation for the fourth-largest loan, Biscayne
Landing, which is currently with the special servicer.  The rating
affirmations reflect credit enhancement levels that adequately
support the outstanding ratings.
     
Twelve nonpooled "CSP" certificates were also issued in connection
with the transaction.  These certificates derive 100% of their
cash flows from the CapitalSource Portfolio loan.  The loan's cash
flows are not used to make payments to the pooled certificates.  
Standard & Poor's is in the process of analyzing the loan and will
issue a press release after the analysis is completed.
     
As of April 15, 2008, the trust collateral balance was unchanged
from issuance at $1.206 billion.  The trust collateral consists of
eight floating-rate loans.  The composition of the loans includes
seven senior interests in participated floating-rate whole loans,
three of which have related mezzanine debt held outside the trust,
and one nonpooled whole loan supporting raked certificates.
     
Two of the largest assets in the pool are secured by full-service
hotels with large casino operations and constitute 50% of the
outstanding pool balance.  Standard & Poor's is monitoring these
assets closely, reflecting its concerns about the effect that an
economic slowdown could have on casino revenue and hotel operating
performance.  Details of these loans are:

     -- The Planet Hollywood Resort and Casino loan is the largest
        loan in the pool, with a trust balance of $460.0 million
        and a whole-loan balance of $860.0 million.  The interest-
        only loan is collateralized by the fee interest in a
        2,519-room full-service resort and a 143,000-sq.-ft.
        casino located on the Las Vegas Strip.  The property
        previously operated as "The Aladdin" and underwent a
        significant renovation beginning in 2006 to rebrand the
        property with a "Planet Hollywood" theme.  The majority of
        the construction was completed by year-end 2007, two
        months ahead of schedule.  For the trailing-12-month
        period ended Feb. 29, 2008, the year-to-date revenue per
        available room for the hotel was $122.87, which is
        comparable to Standard & Poor's expectation at issuance.  
        The loan is scheduled to mature on Dec. 9, 2008, and has
        three 12-month extension options remaining.

     -- The Resorts Atlantic City loan is the third-largest loan
        in the pool, with a trust balance of $175.0 million and a
        whole-loan balance of $360.0 million.  The interest-only
        loan is collateralized by the fee interest in a 942-room
        full-service resort and an 82,000-sq.-ft. casino on the
        Atlantic City boardwalk.  The collateral also includes the
        fee and leasehold interests in 10.29 acres of land, which
        is currently being used as a surface parking lot.  The
        property is undergoing a renovation that is approximately
        69% complete.  The borrower reported a year-end 2007
        operating margin of 10.2%, and the full-year 2008 budget
        indicates an operating margin of 13.7%, which is
        comparable to Standard & Poor's expectation at issuance.  
        The loan is scheduled to mature on April 9, 2009, and has
        three 12-month extension options remaining.

Biscayne Landing is the fourth-largest loan in the pool, with a
trust balance of $110.0 million and a whole-loan balance of
$198.5 million.  In addition, there is a $35.0 million mezzanine
loan secured by the equity interests of the borrower.  The loan is
secured by the leasehold interest in a 188.2-acre parcel of land
in North Miami, Florida.  

The loan went into monetary default after the borrower missed a
required principal payment on Dec. 31, 2007, and it was
transferred to the special servicer, KeyBank Real Estate Capital
Inc., on March 18, 2008.  The loan sponsors initially planned to
develop a 9.5 million-sq.-ft. master-planned mixed-use community
containing 5,626 residential condominiums.  The borrower recently
submitted a revised development plan to the special servicer and
the subordinate debtholders for approval.  

The revised plan changes the timing and usage of the land with an
expansion of the commercial component.  Additionally, the borrower
submitted the revised master plan to the City of North Miami in
conjunction with a request to amend the ground lease to
accommodate the revised plan.  The ground lease was successfully
amended in April 2008 following a city council vote.

Standard & Poor's analysis included a site visit in April 2008 and
a meeting with the borrower, as well as a reevaluation of the
asset that incorporated the various elements of the revised master
plan.  S&P's analysis also considered the potential for a
foreclosure sale.
     
Standard & Poor's analysis included a reevaluation of the
properties securing each loan in the pool.  The resulting
valuations support the lowered and affirmed ratings.
   

       Ratings Lowered and Removed from Creditwatch Negative

        Credit Suisse First Boston Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2007-TFL2

                   Rating
                   ------
       Class    To       From             Credit enhancement
       -----    --       ----             ------------------
       H        BBB      BBB+/Watch Neg          9.09%
       J        BBB-     BBB/Watch Neg           6.06%
       K        BB-      BBB-/Watch Neg          2.78%
       L        B+       BBB-/Watch Neg           N/A

                        Ratings Affirmed
    
        Credit Suisse First Boston Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2007-TFL2

              Class    Rating       Credit enhancement
              -----    ------       ------------------
              A-1      AAA                56.77%
              A-2      AAA                48.48%
              A-3      AAA                31.32%
              B        AA+                27.53%
              C        AA                 23.99%
              D        AA-                21.22%
              E        A+                 18.18%
              F        A                  15.16%
              G        A-                 12.38%
              A-X-1    AAA                  N/A
              A-X-2    AAA                  N/A


                    N/A  -- Not applicable.


CSMC 2006-TFL2: Fitch Affirms Low-B Ratings on 2 Classes
--------------------------------------------------------
Fitch Ratings has affirmed CSMC 2006-TFL2, commercial mortgage
pass-through certificates, as follows:

   -- $453.5 billion class A-1 at 'AAA';
   -- $536 million class A-2 at 'AAA';
   -- Interest-only class A-X-1 at 'AAA';
   -- Interest-only A-X-2 at 'AAA';
   -- Interest-only class A-X-3 at 'AAA';
   -- $41 million class B at 'AA+';
   -- $41 million class C at 'AA';
   -- $33 million class D at 'AA-';
   -- $25 million class E at 'A+';
   -- $19 million class F at 'A';
   -- $19 million class G at 'A-';
   -- $19 million class H at 'BBB+';
   -- $20 million class J at 'BBB';
   -- $22 million class K at 'BBB-';
   -- $16.3 million class L at 'BBB-'.

The following are also affirmed and are non-pooled components of
the related trust assets:

   -- $64.1 million class KER-A at 'AA-';
   -- $45.6 million class KER-B at 'A';
   -- $39.9 million class KER-C at 'A-';
   -- $49.2 million class KER-D at 'BBB+';
   -- $49.6 million class KER-E at 'BBB';
   -- $66 million class KER-F at 'BBB-';
   -- $16.9 million class SHD-A at 'AA+';
   -- $16.1 million class SHD-B at 'AA';
   -- $15.5 million class SHD-C at 'A+';
   -- $12.1 million class SHD-D at 'A-';
   -- $15.1 million class SHD-E at 'BBB-';
   -- $11 million class BEV-A at 'BBB-';
   -- $11.8 million class QUN-A at 'AA-';
   -- $10.9 million class QUN-B at 'A';
   -- $16 million class QUN-C at 'BBB';
   -- $10.3 million class QUN-D at 'BBB-';
   -- $7 million class ARG-A at 'BB';
   -- $5.5 million class ARG-B at 'BB-';
   -- $14.8 million class MW-A at 'AA';
   -- $9 million class MW-B at 'A';
   -- $4 million class NHK-A at 'BBB-';
   -- $378 million class SV-A1 at 'AAA';
   -- $126 million class SV-A2 at 'AAA';
   -- Interest-only SV-AX at 'AAA';
   -- $61 million class SV-B at 'AA+';
   -- $31 million class SV-C at 'AA';
   -- $31 million class SV-D at 'AA-';
   -- $30 million class SV-E at 'A+';
   -- $31 million class SV-F at 'A';
   -- $30 million class SV-G at 'A-';
   -- $54 million class SV-H at 'BBB+';
   -- $34 million class SV-J at 'BBB'; and
   -- $39 million class SV-K at 'BBB-'.

The affirmations are the result of stable pool performance since
issuance, scheduled paydown, and ongoing stabilization of the
underlying assets. As of the April 2008 distribution date, the
transaction's aggregate principal balance has decreased 24.2% to
$2.58 billion from $3.40 billion at issuance. Of the loans
scheduled to mature in 2008, all have extension options ranging
from one to three years. Two loans, The Plaza Residential and
Retail (23.8% of the initial pool balance) and JP Morgan
International Tower III (1.5% of initial pool balance), have paid
off in full.

The largest loan in the transaction, The Sava Healthcare Portfolio
(32.8% of the trust), consists of two partially cross-
collateralized and cross-defaulted loans: the Sava Portfolio,
consisting of 169 properties and the Fundamental Portfolio,
consisting of 28 properties. Occupancy as of April 15, 2008 is
85.6%, in line with issuance. The Sava Portfolio and the
Fundamental Portfolio are bridge loans until the individual assets
are refinanced through the HUD 232 Program, which insures
mortgages that cover the construction, rehabilitation, purchase,
and refinancing of nursing homes, intermediate care facilities,
board and care homes, and assisted living facilities. The
portfolio is sponsored by Rubin Schron, an experienced health care
property operator. All of the Fitch rated classes related to the
Sava Healthcare Portfolio are non-pooled components of the related
trust.

The second largest loan in the transaction, The Kerzner Portfolio
(26% of the trust), consists of a diverse portfolio of real estate
including resort casinos, golf courses, timeshares, vacant
waterfront land and ongoing construction projects. The portfolio
benefits from the experience of sponsors Istithmar PJSC, Whitehall
Funds, Kerzner Family, Colony Capital, Baron Funds and The Related
Companies. Occupancy as of Dec. 31, 2006, is 80% compared to 81.1%
at issuance.

One loan (5% of the pool) is currently 90+ days delinquent. The
loan is secured by a 219-unit condominium conversion in Las Vegas,
NV. Liens were filed on the project by the general contractor in
January 2008. In February, a court hearing resulted in a decision
to reduce the original lien amount as parts of the liens were
considered subordinate to the lender group. The sponsor, IDB, is
working to cure all defaults and has bonded the contractor liens
as of May 6, 2008. The loan is expected to return to current
status by the June 2008 distribution. Additionally, the loan is
not being specially serviced and the trust has not incurred any
interest shortfalls.

Fitch reviewed servicer provided operating statement analysis
reports for all of the loans in the transaction as well as updated
sales reports for the condominium properties. Based on their
stable performance since issuance the loans maintain their
investment grade shadow ratings.


DANA CORP: District Judge Dismisses Jasco Tools' $20 Mil. Claim
---------------------------------------------------------------
The Honorable Richard M. Berman of the U.S. District Court for the
Southern District of New York affirms the order of Honorable
Robert Lifland of the U.S. Bankruptcy Court for the Southern
District of New York, disallowing Jasco Tools, Inc.'s $20 million
claim for breach of contract, misappropriation of trade secrets,
prima facie tort, and unjust enrichment.

Judge Berman finds the Bankruptcy Court properly resolved the
Debtors' objection to Jasco's Claim as a motion for summary
judgment and that the Bankruptcy Court gave Jasco sufficient
notice and time to respond to the Debtors' claim objection.  Judge
Berman notes that Jasco has not shown that the Bankruptcy Court
abused its discretion in concluding that additional discovery "at
this stage [is] meritless," as "Jasco had [had] nearly four years
to conduct discovery," during which Jasco took 18 depositions and
received voluminous documentation from the Debtors.

Judge Berman also affirms the Bankruptcy Court's ruling that the
the renewal clause under the agreement between the Debtors and
Jasco "rests on the need to negotiate a future, extended
agreement, and thus it is inherently unenforceable."  

Furthermore, Judge Berman holds that the Bankruptcy Court
properly determined that the fact that the Debtors knew that
former Jasco employees become its competitor's employees is not
probative of a conspiracy or proof of trade secret
misappropriation or prima facie tort.

                           About DANA

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.


DANA CORP: Earns $685 Million in First Quarter of Fiscal Year 2008
------------------------------------------------------------------
Dana Holding Corporation disclosed its first-quarter 2008 results.  
As a  result of its January 31 emergence from Chapter 11
reorganization, Dana's first-quarter financial statements include
two months presented under the provisions of "fresh start"
accounting required for companies emerging from reorganization.

                  First-Quarter Profits Improved

Dana delivered improved profitability in the first quarter
of 2008 versus the same period one year ago, highlighted by:

     -- Net sales of $2,312 million, an increase of approximately
        8 percent compared to 2007, primarily because of currency
        effects.

     -- Net income of $685 million, including a one-time gain of
        $754 million after taxes, reflecting effects of emergence
        and adoption of fresh start accounting.  This compares to
        a net loss of $92 million in the first quarter of 2007.

     -- Earnings before interest, taxes, depreciation,
        amortization, and restructuring (EBITDA) of $148 million,
        compared with $90 million in 2007.  This reflects
        improved pricing and lower costs.

     -- Strong liquidity of $1.6 billion at March 31, 2008.

"We are making progress in our turnaround effort despite a
tough environment," said Executive Chairman John Devine.  "As
discussed earlier this year, we have much more to do and remain
focused on our top priorities.  With a new management team coming
together, a strong balance sheet, and a clear sense of urgency,
we are committed to repositioning Dana for a strong future."

Added Chief Executive Officer Gary Convis, "As we pursue
improved financial performance, we are taking aggressive actions
to enhance our operational excellence.  Chief among these are the
establishment of shared, targeted metrics across all of our
businesses; the implementation of the Dana Operating System, a
coordinated approach to drive continuous improvement throughout
our operations; and the review of our global manufacturing
footprint to ensure that we are producing the right products in
the right places to best serve the needs of our customers."

                   Business Segment Highlights

First-quarter EBITDA for Dana's Automotive Systems Group
(ASG) totaled $109 million, compared to $72 million in 2007.  
Sales increased $106 million compared to 2007.  Each of the ASG
businesses was adversely impacted by the  effects of lower North
American volume, including the effects of a labor disruption at a
major automotive parts supplier.  Offsetting the weakness in
the North American markets were stronger production levels
elsewhere in the world, currency, and benefits from customer
pricing actions.

EBITDA for Dana's Heavy Vehicle Systems Group (HVSG) totaled
$60 million for the first quarter of 2008, compared to $56
million last year.  The group's Commercial Vehicle segment
reported a sales decline of 10 percent, primarily because of
lower North American production following the buying surge in
advance of 2007 emission regulations.  The Off-Highway Products
segment reported a $95 million increase in sales compared to the
first quarter of 2007.  Off-Highway sales benefited from
increased production, new programs, and currency.

                    Unprecedented Steel Costs
               Contribute to Challenging Environment

In addition to vehicle production declines in several North
American sectors, Dana's results are being significantly impacted
by steel costs.  Dana purchases approximately 1.5 million tons of
steel and products with significant steel content annually.  
Average prices for scrap and hot-rolled steel increased by
approximately 30 percent during the first quarter of 2008, and
prices have continued to climb.  While the company has taken
certain available measures to mitigate these costs, at average
scrap steel prices of $525 per ton for 2008, Dana could
experience an adverse impact of $70 million to $100 million on
the annual cost of its steel and steel-based products.

A full-text copy of Dana Corporation's first quarter 2008
financial report is available for free at:

   http://bankrupt.com/misc/Dana_Form10Q_1stQ2008.html

                     Dana Holding Corporation
                Unaudited Consolidated Balance Sheet
                       As of March 31, 2008

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                     $1,283,000,000
   Restricted cash                                            0
   Accounts receivable
    Trade, net of $23,000,000 allowance           1,444,000,000
    Other                                           364,000,000
   Inventories
    Raw materials                                   383,000,000
    Work in process and finished goods              634,000,000
   Assets of discontinued operations                          0
   Other current assets                             123,000,000
                                                 --------------
      Total current assets                        4,231,000,000

Goodwill                                            310,000,000
Intangibles                                         678,000,000
Investments and other assets                        252,000,000
Investments in affiliates                           183,000,000
Property, plant and equipment, net                2,049,000,000
                                                 --------------
Total Assets                                     $7,703,000,000
                                                 ==============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Notes payable, including current portion
of long-term debt                                  $127,000,000
Debtor-in-possession financing                                0
Accounts payable                                  1,214,000,000
Accrued payroll and employee benefits               268,000,000
Liabilities of discontinued operations                        0
Taxes on income                                     142,000,000
Other accrued liabilities                           555,000,000
                                                 --------------
      Total current liabilities                   2,306,000,000

Liabilities subject to compromise                             0
Deferred employee benefits
   and other non-current liabilities                907,000,000
Long-term debt                                    1,321,000,000
Minority interest in consolidated subsidiaries      115,000,000
Commitments and contingencies                                 0
                                                 --------------
      Total liabilities                           4,649,000,000
                                                 --------------
Shareholders' Equity:
Preferred Stock, Series A                           242,000,000
Preferred Stock, Series B                           529,000,000
Common stock                                          1,000,000
Prior Dana common stock                                       0
Additional paid-in capital                        2,267,000,000
Retained earnings (deficit)                         (29,000,000)
Accumulated other comprehensive income               44,000,000
                                                 --------------
   Total stockholders' equity                     3,054,000,000
                                                 --------------
Total Liabilities & Stockholders' Equity         $7,703,000,000
                                                 ==============

                   Dana Holding Corporation
      Unaudited Consolidated Statement of Operations
            For Three Months Ended March 31, 2008


Net sales                                        $2,312,000,000
Costs and expenses
   Cost of sales                                  2,179,000,000
   Selling, general and administrative expenses      99,000,000
   Amortization of intangibles                       12,000,000
   Realignment charges, net                          17,000,000
   Other income, net                                 40,000,000
                                                 --------------
Income from continuing operations before interest,
reorganization items and income taxes                45,000,000
Interest expense                                     35,000,000
Reorganization items, net                           107,000,000
Fresh start accounting adjustments
1,009,000,000          
                                                 --------------
Income (loss) from continuing operations
before income taxes                                 912,000,000

Income tax expense                                 (219,000,000)
Minority interests                                   (4,000,000)
Equity in earnings of affiliates                      3,000,000
                                                 --------------
Income(loss) from continuing operations             692,000,000
Loss from discontinued operations                    (7,000,000)
                                                 --------------
Net income (loss)                                  $685,000,000
                                                 ==============

                     Dana Holding Corporation
          Unaudited Consolidated Statement of Cash Flows
               For Three Months Ended March 31, 2008


OPERATING ACTIVITIES:
Net income                                         $685,000,000
Depreciation and amortization                        90,000,000
Amortization of inventory valuation                  15,000,000
Minority interest                                     4,000,000
Deferred income taxes                               189,000,000
Gain on settlement of liabilities
   subject to compromise                            (27,000,000)
Payment of claims                                   (88,000,000)
Reorganization items net of cash payments            61,000,000
Fresh start adjustments                          (1,009,000,000)
Payments to VEBAs                                  (788,000,000)
Loss on sale of businesses and assets                 8,000,000
Changes in working capital                         (185,000,000)
Other, net                                           (4,000,000)
                                                 --------------
Net cash provided by
(used for) operating activities                  (1,049,000,000)
                                                     
INVESTING ACTIVITIES:
Purchases of property, plant and equipment          (45,000,000)
Proceeds from sale of businesses and assets           5,000,000        
Change in restricted cash                            93,000,000
Other                                                 3,000,000
                                                 --------------
Net cash flows provided by
(used for) investing activities                      56,000,000
                                                    
FINANCING ACTIVITIES:
Proceeds from (repayment of) DIP facility          (900,000,000)
Net change in short-term debt                       (25,000,000)
Payment of DCC Medium Term Notes                   (136,000,000)
Proceeds from Exit Facility Debt                  1,430,000,000
Original issue discount fees
(114,000,000)            
Deferred financing fees                             (40,000,000)
Repayment of Exit Facility Debt                      (4,000,000)
Issuance of Series A and Series B preferred stock
771,000,000           
Other                                                (6,000,000)
                                                 --------------
Net cash flows provided by
(used for) financing activities                     976,000,000
                                                    
Net (decrease) in cash and cash equivalents         (17,000,000)

Cash and cash equivalents, beginning of period    1,271,000,000
Effect of exchange rate changes on cash balances     25,000,000
Net change in cash of discontinued operations         4,000,000
                                                 --------------
Cash and cash equivalents, end of period         $1,283,000,000
                                                 ==============

                           About DANA

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.


DEL FRISCO: S&P Removes 'B' Corp. Credit Rating from Pos. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services removed the ratings, including
the 'B' corporate credit rating, on Wichita, Kansas-based Del
Frisco's Restaurant Group LLC from CreditWatch with positive
implications, where they were placed on Dec. 10, 2007.  The
outlook is stable.  
     
"While the company will look to complete an IPO either later this
year or some time next year, we expect that market conditions
likely will make completing an IPO very difficult," said Standard
& Poor's credit analyst Charles Pinson-Rose.  As a result, S&P's
ratings on the company assume that Del Frisco's will operate with
its current capital structure this year and next.  


DEL MONTE FOODS: Fitch Says Ratings Unaffected by StarKist Plan
---------------------------------------------------------------
Del Monte Foods Company (Del Monte) said Friday that it is
exploring strategic alternatives for its StarKist tuna seafood
operations. Del Monte has not disclosed the timing of any sale nor
the amount or use of potential proceeds if a divestiture were to
occur. Fitch rates Del Monte Foods Company and Del Monte
Corporation as follows:

Del Monte Foods Company (Parent)
   -- Long-term Issuer Default Rating (IDR) 'BB'.

Del Monte Corporation (Operating Subsidiary)
   -- Long-term IDR 'BB';
   -- Senior secured bank facility 'BB+';
   -- Senior subordinated notes 'BB-'.

At Jan. 27, 2008, Del Monte's debt totaled approximately $2.1
billion. All of Del Monte's debt was issued by Del Monte
Corporation and is guaranteed by Del Monte Foods Company. The
Rating Outlook is Stable.

StarKist generates approximately $500 million in annual sales and,
with over 35% market share, is the no. 1 brand in the $1.6 billion
tuna category. However, a prolonged period of unprecedentedly high
raw tuna input costs along with the inability to effectively hedge
or offset the higher costs with price increases, due to high price
elasticity of demand, has dramatically reduced the profitability
of this business.

Given the lower margin commodity nature of the branded tuna
business and on-going input cost pressure, Fitch, nonetheless,
views a review of strategic options for this business positively.
The sale of StarKist could reduce working capital requirements and
lessen cash flow volatility. Depending on the amount of any
proceeds, using a substantial portion for debt reduction could
help strengthen Del Monte's ratings within the rating category.
Conversely, significant incremental share repurchases or
acquisitions could be negative for the rating.

For the latest 12 month period ended Jan. 27, 2008, Del Monte's
credit statistics were modestly weak for the rating category.
Total debt-to-operating earnings before interest taxes,
depreciation and amortization (EBITDA) was 4.7 times (x),
operating EBITDA-to-gross interest expense was 2.9x and funds from
operations (FFO) fixed charge coverage was 2.0x.


DELPHI CORP: Sues Appaloosa Management et al. for Reneging on EPCA
------------------------------------------------------------------
Delphi Corp. and its debtor-affiliates filed complaints against
Appaloosa Management L.P. and eight other plan investors and
related parties, who on April 4, 2008 refused to honor their
equity financing commitment of up to $2.55 billion and refused to
participate in the closing that would have led to Delphi's
successful emergence from Chapter 11 last month.  The complaints
were filed in the U.S. Bankruptcy Court for the Southern District
of New York.

As reported in the Troubled Company Reporter on April 17, 2008,
the Debtors believe that Plan Investors A-D Acquisition Holdings,
LLC, Harbinger Del-Auto Investment Company, Ltd., Merrill Lynch,
Pierce, Fenner & Smith Inc., UBS Securities LLC, Goldman, Sachs &
Co., and Pardus DPH Holding LLC, wrongfully terminated the New
Equity Purchase and Commitment Agreement and disputed the
allegations that it breached the New EPCA or failed to satisfy any
condition to the Plan Investors' obligations.

At the time ADAH delivered its April 4 Termination Notice, the
representatives of Delphi's exit financing lenders, General
Motors Corp., the Official Committee of Unsecured Creditors, the
Official Committee of Equity Security Holders, and all other
parties needed for the Debtors' successful closing and emergence
from Chapter 11, other than the Plan Investors, were present and
were prepared to move forward.  Moreover, all actions necessary
to consummate the Plan, including obtaining $6,100,000,000 of
exit financing, were taken other than the concurrent closing and
funding of the New EPCA.

Delphi Corp. Vice President and Chief Restructuring Officer John
D. Sheehan relates in a regulatory filing with the Securities and
Exchange Commission that Delphi's Board of Directors had:

   (a) formed a special litigation committee; and

   (b) engaged independent legal counsel to consider and pursue
       any and all available equitable and legal remedies,
       including the commencement of legal action in the U.S.
       Bankruptcy Court for the Southern District of New York to
       seek all appropriate relief, including the Plan Investors'
       specific performance of their obligations under the New
       EPCA.

"We believe that the plan investors breached their obligations
under the Equity Purchase and Commitment Agreement that was the
financial foundation for our Court-approved plan of
reorganization," David Sherbin, Delphi vice president, general
counsel and chief compliance officer, said.  "The plan investors
vigorously pursued a prominent role in our restructuring, received
over $60 million in fees for their commitments and positioned
themselves to reap substantial profits after consummation of the
Plan," Mr. Sherbin said.

Delphi's court filing alleges that the plan investors schemed to
avoid their obligations rather than fulfill them.

Following the failed April 4 closing, Delphi retained special
litigation counsel to evaluate the company's legal rights and
report its recommendations to a committee of the Board of
Directors.  The litigation commenced is the result of that
process.

"Delphi has been unwavering in its commitment to meet the needs of
our customers and employees and to achieve a successful
reorganization," Mr. Sherbin said.  "Our efforts to emerge were
seriously undermined when we failed to close because of the
actions of Appaloosa and the other plan investors.  We hold them
accountable for the harm they have caused to Delphi and our
stakeholders."

Defendants named in the complaints are:

   -- Appaloosa Management L.P.;
   -- A-D Acquisition Holdings, LLC;
   -- Harbinger Del-Auto Investment Company, Ltd.;
   -- Pardus DPH Holding LLC;
   -- Merrill Lynch, Pierce, Fenner & Smith Incorporated;
   -- Goldman Sachs & Co.;
   -- Harbinger Capital Partners Master Fund I, Ltd.;
   -- Pardus Special Opportunities Master Fund L.P.; and
   -- UBS Securities LLC.

Delphi asserts claims for breach of contract and fraud, and asks
the Bankruptcy Court to enter a judgment of specific performance
requiring the plan investors to provide equity funding in an
amount up to $2.55 billion pursuant to the EPCA and to pay
compensatory and punitive damages in an amount to be determined at
trial.

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

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

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

(Delphi Bankruptcy News, Issue No. 129; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EL DORADO HILLS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: El Dorado Hills Self-Storage, LLC
        4980 Golden Foothill Pkwy.
        El Dorado Hills, CA 95762

Bankruptcy Case No.: 08-26468

Chapter 11 Petition Date: May 16, 2008

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Donald W. Fitzgerald, Esq.
                  Felderstein Fitzgerald Willoughby & Pascuzzi,
LLP
                  400 Capitol Mall, Ste. 1450
                  Sacramento, CA 95814-4434
                  Tel: (916) 329-7400

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
AT&T Yellow Pages              trade debt            $22,802
P.O. Box 989046
West Sacramento, CA 95798-9046
Tel: (877) 869-5091

Miguel A. Garcia               trade debt            $11,615
2838 Poplar Lane
Placerville, CA 95667
Tel: (530) 642-9557

De Lage Landen                 trade debt            $7,078
Attn: Flamm, Boroff & Bacine
794 Penilyn Pike
Blue Bell, PA 19422
Tel: (267) 419-1572

Diversified/Marine Products    trade debt            $6,711

B. West Marketing Group        trade debt            $6,316

Blue Ribbon Personnel Service  trade debt            $5,095

Supply Side                    trade debt            $4,999

Golden State Directory Corp.   trade debt            $4,961

Holt of California             trade debt            $4,720

ThyssenKrupp Elevator Corp.    trade debt            $3,380

Sonitrol                       trade debt            $3,331

AT&T                           trade debt            $3,278

Premium Financing Specialists  trade debt            $2,422

GE Capital                     trade debt            $2,192

PG&E                           trade debt            $2,026

FedEx                          trade debt            $1,796

Grapevine Apparel              trade debt            $1,166

Becker, Runkle & Laurie        trade debt            $1,145

El Dorado Irrigation District  trade debt            $1,031

Centershift                    trade debt            $1,008


EL PASO: $300MM Share-Repurchase Program Won't Affect S&P's Rating
------------------------------------------------------------------
Standard & Poor's Rating Services said that its 'BB' corporate
credit rating and positive outlook on energy company El Paso Corp.
and affiliates would not immediately be affected after the company
announced a $300 million share-repurchase program and dividend
increase.  The stock repurchase will be funded through the cash
flow that El Paso generates in excess of its original 2008
guidance due to elevated commodity prices.  Because S&P do not
expect the stock buyback to result in increased leverage, the
rating and positive outlook remain unchanged.


EOS AIRLINES: Wants to File Schedules and Statements Until May 26
--------------------------------------------------------------
EOS Airlines Inc. asks the United States Bankruptcy Court for the
Southern District of New York to extend until May 26, 2008, the
period within which it can file schedules of assets and
liabilities, and statement of financial affairs.

Due to the complexity of the Debtor's operations, it is unable to
complete its schedules and statements on time pursuant to Rule  
1007(c) of the Federal Rules of Bankruptcy Procedure.

The Debtor says it needs more time to gather and compile
information from books, records and other documents relating to
various claims, assets and contracts.  Furthermore, some invoices
related to prepetition goods and services have not yet been
received by the Debtor.

                       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.  The U.S. Trustee for Region 2 has appointed five
creditors to serve on an Official Committee of Unsecured
Creditors.  When the Debtor filed for protection against it
creditors, it listed total assets of $70,233,455 and total debts
of $34,858,485.


FEDDERS CORP: Court Okays Bidding Procedures for Sale of Assets
---------------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware approved proposed bidding procedures
for the sale of assets of Fedders Corporation and its debtor-
affiliates.

The Debtors intend to divest these assets:

   a) Indoor Air Quality Businesses of IAQ Debtors -- Fedders
      International Inc., Herrmidifier Company Inc., Trion  Inc.,
      Envirco Corporation -- and non-debtor Trion Limited
      and

   b) stock of Trion GmbH and Fedders Indoor Air Quality (Suzhou)
      Co., Ltd.

IAQ Debtors and Trion Limited entered into an asset purchase
agreement dated April 25, 2008, with Tomkins Industries Inc.,
Tomkins Finance PLC, Air System Components Investments China
Limited and Ruskin Air Management Limited.  Tomkins et al.
agreed to purchase the Indoor Air Quality assets and stock for
$25 million, as reported in the Troubled Company Reporter on
May 5, 2008.

                         Sale Protocol

Qualified bids, together with a $2.5 million cash deposit, were
due May 15, 2008.

An auction will take place at the office of the Debtors' counsel
on May 21, 2008, at 10:00 a.m.  During the auction, bidding is set
in increments of at least $250,000.

Under the agreement, Tomkins et al. are entitled to get a $650,000
break-up fee in the event the Debtors consummate a sale to another
party.

A sale hearing is set for May 22, 2008, at 2:30 p.m., to consider
final approval of the Debtors' sale request.  The hearing will be
held at 824 Market Street, 6th floor in Wilmington, Delaware.

A full-text copy of the Sale Bidding Procedures is available for
free at http://ResearchArchives.com/t/s?2c07

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company and several affiliates filed for Chapter 11 protection
on Aug. 22, 2007, (Bankr. D. Del. Lead Case No. 07-11182).  The
law firm of Cole, Schotz, Meisel, Forman & Leonard P.A.; and
Norman L. Pernick, Esq., Irving E. Walker, Esq., and Adam H.
Isenberg, Esq., at Saul Ewing LLP, represent the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.

The Debtors have sought an extension of their exclusive plan
filing period until May 31, 2008.



FINANCE AMERICA: Moody's Junks Ratings on Two Loan Classes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes of pass-through certificates from four Finance America
Mortgage Loan Trust series.  Concurrently, S&P affirmed its
ratings on the remaining 22 classes from these deals.
     
S&P downgraded class B-1 from series 2004-2 to 'D' from 'CCC'
because it incurred a realized loss of $499,712.32 during the
April 2008 remittance period.  The other lowered ratings reflect
credit support levels that are not sufficient for the previous
rating categories.  Monthly net losses have continued to erode
available credit support in recent periods, and as of the April
2008 remittance period, cumulative losses and serious
delinquencies for the four series, respectively, were
as:

     -- Series 2003-1: $6.013 million; $2.095 million.
     -- Series 2004-1: $20.620 million; $11.901 million.
     -- Series 2004-2: $14.106 million; $18.667 million.
     -- Series 2004-3: $10.110 million; $15.909 million.
    
The affirmations reflect adequate actual and projected credit
support percentages to support the ratings at their current
levels.  Overcollateralization, excess spread, and subordination
provide credit support for these four deals.
     
The underlying collateral originally consisted of subprime fixed-
and adjustable-rate first and second liens on owner-occupied one-
to four-family residential properties.


                          Ratings Lowered

                Finance America Mortgage Loan Trust

                                         Rating
                                         ------
                Series      Class     To         From
                ------      -----     --         ----
                2003-1      M-4       BB         A-
                2003-1      M-5       B-         B
                2003-1      M-6       CC         CCC
                2004-1      M5        A-         A+
                2004-1      M6        B          BBB
                2004-1      M7        CCC        B-
                2004-1      M8        CC         CCC
                2004-2      M-6       BBB        A-
                2004-2      M-7       BB         BB+
                2004-2      M-9       CCC        B-
                2004-2      B-1       D          CCC
                2004-3      B-2       CC         CCC

                          Ratings Affirmed

                Finance America Mortgage Loan Trust

                  Series      Class        Rating
                  ------      -----        ------
                  2003-1      M-1          AAA
                  2003-1      M-2          AA+
                  2003-1      M-3          AA-
                  2004-1      M-2          AA+
                  2004-1      M-3          AA
                  2004-1      M-4          AA-
                  2004-2      M-1          AA+
                  2004-2      M-2          AA
                  2004-2      M-3          AA-
                  2004-2      M-4          A+  
                  2004-2      M-5          A
                  2004-2      M-8          B
                  2004-3      M-1          AA+
                  2004-3      M-2          AA
                  2004-3      M-3          AA-
                  2004-3      M-4          A+
                  2004-3      M-5          A
                  2004-3      M-6          A-
                  2004-3      M-7          BBB-
                  2004-3      M-8          BB
                  2004-3      M-9          B
                  2004-3      B-1          CCC


FIRST FRANKLIN: S&P Slashes AA Rating to BB on Class M-1 Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of asset-backed certificates issued by First Franklin
Mortgage Loan Trust 2002-FFA and affirmed its ratings on three
classes of mortgage pass-through certificates issued by First
Franklin Mortgage Loan Trust 2003-FFB.
     
As of the April 2008 remittance period, total delinquencies, as a
percentage of the current pool balances, were 13.30% for series
2003-FFB and 10.32% for series 2002-FFA, while severe
delinquencies were 10.46% for series 2003-FFB and 2.67% for series
2002-FFA.  Cumulative realized losses to date are 0.51% of the
original pool balance for series 2003-FFB and 8.12% for series
2002-FFA.

The downgrades for series 2002-FFA reflect the deteriorating
performance of the collateral pools as monthly net losses continue
to significantly outpace monthly excess interest cash flows.  Over
the course of the past year, monthly net losses have exceeded
monthly excess interest cash flows in 10 out of 12 periods, or
approximately 83% of the time, by an average multiple of
approximately 2.76x.  This, in turn, has completely eroded
overcollateralization, creating a full $1,434,494.16 deficiency
from the target level.
     
S&P based the affirmations for series 2003-FFB on our analysis of
the deal's performance trends.  Over the past year, series 2003-
FFB's monthly excess interest has outpaced monthly net losses in
eight out of 12 periods, or approximately 67% of the time, by an
average multiple of approximately 1.63x; this trend reflects six
periods of subsequent recoveries after the transaction incurred
losses.  O/C for series 2003-FFB is currently $244,939.29,
compared with a target of $647,336.04, which represents a
deficiency of $402,396.75.  Despite this deficiency, S&P believe
that the classes with affirmed ratings currently have adequate
credit support percentages that are sufficient to maintain the
ratings at their current levels.
     
The current outstanding pool factors for series 2003-FFB and 2002-
FFA are 4.18% and 2.79%, respectively.  Series 2003-FFB is 59
months seasoned, and series 2002-FFA is 67 months seasoned.
     
Subordination, O/C, and excess interest cash flows provide credit
support for these transactions. The collateral originally
consisted of 30-year, fixed-rate, closed-end second-lien mortgage
loans secured by one- to four-family residential properties.


                           Ratings Lowered

            First Franklin Mortgage Loan Trust 2002-FFA
                     Asset-backed certificates                 

                                   Rating
                                   ------
                  Class      To              From
                  -----      --              ----
                  M-1        BB              AA
                  M-2        B-              BBB

                       Ratings Affirmed
   
            First Franklin Mortgage Loan Trust 2003-FFB
                 Mortgage pass-through certificates                 

                        Class          Rating
                        -----          ------
                        M-2            A
                        B-1            CCC
                        B-2            CCC


FORD CREDIT AUTO: Moody's Assigns (P)Ba2 Rating on Class D Notes
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
notes to be issued by Ford Credit Auto Receivables 2008-C Owner
Trust.

The complete rating actions are:

Issuer: Ford Credit Auto Receivables 2008-C Owner Trust

  -- A-1 Notes, rated (P) Prime-1
  -- A-2a Notes, rated (P) Aaa
  -- A-2b Notes, rated (P) Aaa
  -- A-3a Notes, rated (P) Aaa
  -- A-3b Notes, rated (P) Aaa
  -- A-4a Notes, rated (P) Aaa
  -- A-4b Notes, rated (P) Aaa
  -- B Notes, rated (P) A1
  -- C Notes, rated (P) Baa1
  -- D Notes, rated (P) Ba2

Moody's said the ratings are based on the quality of the
underlying auto loans and their expected performance, the strength
of the structure, the availability of excess spread over the life
of the transaction, and the experience of Ford Motor Credit
Company as servicer.


FORD CREDIT AUTO: Fitch to Assign BB Rating on Class D
------------------------------------------------------
Fitch Ratings expects to assign these ratings to Ford Credit Auto
Owner Trust 2008-C:

   -- $1,400,000,000 class A-1 'F1+';
   -- $1,720,000,000 class A-2a and A-2b 'AAA';
   -- $1,582,000,000 class A-3a and A-3b 'AAA';
   -- $660,600,000 class A-4 'AAA';
   -- $169,300,000 class B 'A';
   -- $112,900,000 class C 'BBB';
   -- $112,900,000 class D 'BB'.

The presale report is available to all investors on Fitch's
corporate site http://www.fitchratings.com/ For more information  
about Fitch's comprehensive subscription service FitchResearch,
which includes all presale reports, surveillance, and credit
reports on more than 20 asset classes, contact product sales at
+1-212-908-0800 or at webmaster@fitchratings.com


GENERAL MOTORS: To Resume Production as Axle & UAW Reach Pact
------------------------------------------------------------
General Motors Corp. is gearing up to continue production by car
plants affected by the strike at American Axle & Manufacturing
Holdings Inc. following a labor agreement reached by Axle and the
United Auto Workers union, Terry Kosdrosky and John D. Stoll of
The Wall Street Journal report citing an unnamed source.

As reported in the Troubled Company Reporter on May 9, 2008,
the work stoppage at supplier Axle negatively impacted GM's
liquidity by $2.1 billion for the three months ended March 31,
2008.  Approximately 30 of GM's plants in North America have been
fully or partially idled by the work stoppage.  GM, however, said
the work stoppage has not negatively impacted the company's
ability to meet customer demand due to the high levels of
inventory at its dealers.

GM North America's results were negatively impacted by
$800 million as a result of the loss of approximately 100,000
production units in the three months ended March 31, 2008.  The
automaker anticipates that this lost production will not be fully
recovered after this work stoppage is resolved, due to the current
economic environment in the United States and to the market shift
away from the types of vehicles that have been most strongly
affected by the action at American Axle.

GM also had agreed to provide Axle with upfront financial support
capped at $200 million to help fund employee buyouts, early
retirements and buydowns to facilitate a settlement of the work
stoppage.

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

At March 31, 2008, GM's balance sheet showed total assets of
$145,741,000,000 and total debts of $186,784,000,000, resulting in
a stockholders' deficit of $41,043,000,000.  Deficit, at Dec. 31,
2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000,
respectively.

                           *     *     *

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


GRAFTECH INT'L: S&P Lifts Rating to BB- from B+ on Strong Fin'l
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Parma,
Ohio-based GrafTech International Ltd.  The corporate credit
rating was raised to 'BB-' from 'B+'.  The outlook is stable
     
"The upgrade reflects GrafTech's strengthening financial profile
following significant debt reduction, good operational
performance, and enhanced cash flow generation supported by
currently favorable market conditions," said Standard & Poor's
credit analyst Anna Alemani.  "These improvements, combined with
management's commitment to preserve a conservative balance sheet
and adequate liquidity, should enable GrafTech to maintain a
financial profile commensurate with the higher rating if market
conditions were to weaken."
     
GrafTech manufactures carbon-based materials for use in various
applications.  Its primary product, graphite electrodes, accounts
for about 80% of sales.

"We expect the company to be able to offset higher needle coke
costs in 2008 to maintain its financial measures consistent with
the rating," Ms. Alemani said.  "We could revise to outlook the
negative if market conditions weaken or the company adopts a more
aggressive financial policy, including debt-financed acquisitions
or share repurchases, resulting in a deterioration of the
financial profile.  We could possibly revise the outlook to
positive if GrafTech can improve its business risk profile by
increasing the diversity of its product mix and of its needle-coke
supplier base."


GREEKTOWN HOLDINGS: S&P Cuts Corp. Credit Rating to CCC+ from B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Detroit,
Michigan-based Greektown Holdings LLC.  S&P lowered the corporate
credit rating to 'CCC+' from 'B-'.  The ratings remain on
CreditWatch with negative implications, where they were placed
March 6, 2008.
     
At the same time, Standard & Poor's assigned a recovery rating to
Greektown's $185 million 10.75% senior notes due 2013, while
leaving the issue-level rating on the notes unchanged at 'CCC'.  
S&P also assigned a recovery rating of '5' to this issue,
indicating that lenders can expect modest (10% to 30%) recovery in
the event of a payment default. We lowered the issue-level rating
on Greektown's senior secured credit facilities to 'B' and the
recovery rating on this debt remains at '1', indicating that
lenders can expect very high (90% to 100%) recovery in the event
of a payment default.
     
"The downgrade stems from our increasing uncertainty about
Greektown's ability to fund the completion of its expansion
project due to internal cash generation being hurt by a
challenging operating environment," said Standard & Poor's credit
analyst Melissa Long.  She also mentioned concerns about whether
the Michigan Gaming Control Board will approve the sale of 40% of
the company to Entertainment Interests Group for $100 million, as
Greektown announced on May 5, 2008.  Greektown is currently in
violation of its financial covenants established by MGCB, which
could result in a forced sale of the property.  In addition, the
company has received a limited waiver (through June 30, 2008, or
to July 31 under certain circumstances) with respect to its
covenants under its bank loan agreement.  It is unclear whether
banks will provide a longer amendment and under what terms.


GSAA HOME: S&P Downgrades Ratings on 10 Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of mortgage pass-through certificates from six U.S.
subprime residential mortgage-backed securities transactions
issued by GSAA Home Equity Trust, GSAMP Trust, Option One Mortgage
Loan Trust, and Saxon Asset Securities Trust issued between 1997
and 2004.  S&P placed one of the lowered ratings on CreditWatch
with negative implications.  Additionally, S&P placed four other
ratings on CreditWatch with negative implications.  S&P affirmed
the ratings on 33 other classes of certificates from these and two
other deals.
     
The lowered ratings and CreditWatch placements reflect the
affected deals' performance as of the April 2008 remittance
period.  Current and projected credit support is not sufficient to
support the ratings at their previous levels.  S&P expect credit
support to be compromised for those classes which S&P placed on
CreditWatch with negative implications, based on the delinquency
pipeline and its projected losses.  While all of the deals
reviewed are supported by overcollateralization, excess interest,
and subordination, O/C is below its target for all pools except
those for Cityscape Home Equity Loan Trust 1997-B (loan group 2)
and Saxon Asset Securities Trust 2003-1.  The negative rating
actions did not affect these two pools.  

During recent months, the downgraded deals have experienced credit
support erosion due to monthly net losses that outpaced monthly
excess interest.  Cumulative losses for the deals we reviewed
ranged from 0.95% (GSAA Home Equity Trust 2004-9) to 9.36%
(Cityscape Home Equity Loan Trust 1997-B, loan group 2) of the
original pool balances as of the April 2008 remittance period.  
S&P analyzed the 12-month loss severities for the affected pools,
which have been severe considering the amount of seasoning, which
ranged from 42 months (GSAA Home Equity Trust 2004-9) to 133
months (Cityscape Home Equity Loan Trust 1997-B) . Total
delinquencies ranged from 13.64% (Saxon 2003-2) to 67.99% (GSAA
Home Equity Trust 2004-9) of the current pool balances.

The affirmations on the remaining 33 classes from these
transactions reflect loss coverage percentages that are sufficient
at the current rating levels as of the April 2008 distribution
period.


                         Ratings Lowered

                      GSAA Home Equity Trust
                                                  Rating
                                                  ------
       Transaction    Class      CUSIP         To       From
       -----------    -----      -----         --       ----
       2004-9         B-2        36242DJL8     BB       BBB

                           GSAMP Trust

                                                 Rating
                                                 ------
       Transaction   Class      CUSIP         To       From
       -----------   -----      -----         --       ----
       2003-AHL      B-1        36228FXM3     B        BBB
       2003-AHL      B-2        36228FXN1     CCC      BBB-

                 Option One Mortgage Loan Trust

                                                 Rating
                                                 ------
       Transaction   Class      CUSIP         To       From
       -----------   -----      -----         --       ----
       2002-4        M-2        68389FCP7     BB-      A
       2002-4        M-3        68389FCQ5     B-       BB

                  Saxon Asset Securities Trust

                                                 Rating
                                                 ------
       Transaction   Class      CUSIP         To       From
       -----------   -----      -----         --       ----
       2002-1        M-2        805564KX8     BBB      A
       2002-1        B          805564KY6     B        BBB
       2002-3        M-2        805564ML2     BB       A
       2002-3        B          805564MM0     CCC      BBB

        Rating Lowered and Placed on Creditwatch Negative

                           GSAMP Trust

                                                Rating
                                                ------
    Transaction   Class      CUSIP         To             From
    -----------   -----      -----         --             ----
    2002-NC1      B-1        36228FEY8     BB-/Watch Neg  BBB

              Ratings Placed on Creditwatch Negative

                 Cityscape Home Equity Loan Trust

                                                 Rating
                                                 ------
    Transaction   Class      CUSIP         To             From
    -----------   -----      -----         --             ----
    1997-B        B-1F       178779CN2     BB/Watch Neg   BB

                          GSAMP Trust
                                                 Rating
                                                 ------
    Transaction   Class      CUSIP         To             From
    -----------   -----      -----         --             ----
    2002-NC1      M-1        36228FEW2     AA+/Watch Neg  AA+
    2002-NC1      M-2        36228FEX0     A/Watch Neg    A

                  Saxon Asset Securities Trust
                                                 Rating
                                                 ------
    Transaction   Class      CUSIP         To             From
    -----------   -----      -----         --             ----
    2002-3        M-1        805564MK4     AA/Watch Neg   AA

                        Ratings Affirmed

                Cityscape Home Equity Loan Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        1997-B              A-6        178779BV5     AAA
        1997-B              A-7        178779BW3     AAA
        1997-B              M-1F       178779BY9     AA+
        1997-B              M-2F       178779BZ6     A
        1997-B              M-2A       178779CB8     BBB

                      GSAA Home Equity Trust
        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2004-9              M-4        36242DJF1     A
        2004-9              M-5        36242DJG9     A-
        2004-9              B-1        36242DJK0     BBB+

                            GSAMP Trust
        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2003-AHL            A-1        36228FXG6     AAA
        2003-AHL            A-2B       36228FXP6     AAA
        2003-AHL            M-1        36228FXK7     AA
        2003-AHL            M-2        36228FXL5     A

                  Option One Mortgage Loan Trust

       Transaction         Class      CUSIP         Rating
       -----------         -----      -----         ------
       2002-4              M-1        68389FCN2     AAA

                   Saxon Asset Securities Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2002-1              AF-5       805564KQ3     AAA
        2002-1              AF-6       805564KR1     AAA
        2002-1              AV-1       805564KS9     AAA
        2002-1              AV-2       805564KT7     AAA
        2002-1              M-1        805564KW0     AA
        2002-3              AF-6       805564MG3     AAA
        2003-1              AF-5       805564MT5     AAA
        2003-1              AF-6       805564MU2     AAA
        2003-1              AF-7       805564MV0     AAA
        2003-1              M-1        805564NB3     AA
        2003-1              M-2        805564NC1     A
        2003-1              M-3        805564ND9     BBB+
        2003-1              BF         805564NE7     BBB
        2003-1              BV         805564NF4     BBB
        2003-2              AF-5       805564NL1     AAA
        2003-2              AF-6       805564NM9     AAA
        2003-2              M-1        805564NR8     AA
        2003-2              M-2        805564NS6     A
        2003-2              M-3        805564NT4     BBB+
        2003-2              B          805564NU1     BBB


HARRY PAPPAS: Creditors Gang Up, File Chapter 7 Petition
--------------------------------------------------------
Harry J. Pappas, the CEO and chairman of Pappas Telecasting Inc.
and its debtor-affiliates, was the subject of a petition for
Chapter 7 liquidation filed by creditors before the U.S.
Bankruptcy Court for the District of Delaware.

Mr. Pappas' wife Stella is also subject of the involuntary
petition, according to Broadcasting & Cable.

John Eggerton at Broadcasting & Cable reports that Mr. Pappas
vowed to fight to have the Chapter 7 petitions dismissed, but
added that they may be converted to Chapter 11.

Steve Alfieres, vice-president for the company, did not return any
comments on the filing, The Associated Press says.

The Petitioning Creditors have asked the Bankruptcy Court to
appoint Interim Trustee to manage Mr. Pappas' assets.  The
Creditors have also asked the Court to limit Mr. Pappas' use of
funds.

The Court will consider the Creditors' requests at a May 20
hearing.

The Petitioning Creditors are Fortress Credit Opportunites I LP,
Fortress Credit Opportunites II LP, Ableco Finance LLC and Silver
Oak Capital.  John H. Knight, Esq., at Richards Layton & Finger,
represents the Fortress Creditors.  Adam G. Landis, Esq., at
Landis Rath & Cobb LLP, in Wilmington, represents Ableco and
Silver Oak.

                      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.


HARRY PAPPAS: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Harry J. Pappas
                8770 Lakeside Dr.
                Reno, NV 89511

Case Number: 08-10949

Type of Business: The Debtor is the CEO and chairman of bankrupt
                  Pappas Telecasting Inc. and its debtor-
                  affiliates.

                  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.

                  The debtors filed separate chapter 11 petitions
                  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.

Involuntary Petition Date: May 12, 2008

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Petitioner's Counsel: John Heny Knight, Esq.
                      Email: knight@rlf.com
                      Richards Layton & Finger
                      920 North King St.
                      Wilmington, DE 19801
                      Tel: (302) 654-7700
                      Fax: (302) 651-7701
                      http://www.rlf.com/

                      Adam G. Landis, Esq.
                      Email: landis@lrclaw.com
                      Landis Rath & Cobb LLP
                      919 Market Street
                      Suite 600
                      Wilmington, DE 19801
                      Tel: (302) 467-4400
                      Fax: (302) 467-4450
                      http://www.lrclaw.com

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Fortress Credit Opportunites                        $5,131,581
I, LP
1345 Avenue of the Americas
New York, NY 10105

Fortress Credit Opportunites                        $1,080,742
II, LP
1345 Avenue of the Americas
New York, NY 10105

Ableco Finance LLC                                  $4,363,294
299 Park Avenue
New York, NY 10171

Silver Oak Capital, LLC                             $4,866,243
245 Park Avenue
New York, NY 10167


HOMETOWN COMMERCIAL: Fitch Affirms Low-B Ratings on 6 Classes
-------------------------------------------------------------
Hometown Commercial Capital Trust 2006-1, commercial mortgage
pass-through certificates are affirmed by Fitch Ratings as
follows:

   -- $107 million class A at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $3.4 million class B at 'AA';
   -- $1.7 million class C at 'AA-';
   -- $3.2 million class D at 'A';
   -- $4.3 million class E at 'BBB+';
   -- $1.5 million class F at 'BBB';
   -- $1.9 million class G at 'BBB-';
   -- $1.1 million class H at 'BB+';
   -- $560,000 class J at 'BB';
   -- $746,000 class K at 'BB-';
   -- $372,000 class L at 'B+';
   -- $560,000 class M at 'B';
   -- $559,000 class N at 'B-'.

The $3.7 million class O is not rated by Fitch.

Although, delinquencies are higher than expected at issuance,
credit enhancement levels remain sufficient to affirm the current
ratings. Should additional loans become delinquent or specially
serviced, downgrades of the junior classes are possible.

As of the May 2008 distribution date, the pool's aggregate
collateral balance has been reduced by 12.5% to $130.5 million
from $149.2 million at issuance. The transaction remains
geographically diverse with the largest concentrations in
Tennessee (16.7%), California (14.6%), Texas (12.8%) and New York
(11.8%).

There are currently seven loans (22.7%) in special servicing, of
which Fitch expects losses on three (15.6%). The two largest loans
(14.5%) are secured by multifamily complexes located in Nashville,
TN and are not cross-collateralized. The loans are current and
were transferred to special servicing due to a technical default.

The third largest specially serviced loan (3.8%) is secured by a
retail property located in Boaz, AL. The loan was transferred to
special servicing due to a monetary default. The servicer has
received delinquent payments and the loan is currently due for
May. In addition, the decline in performance was the result of a
major tenant vacancy. The borrower has leased a portion of the
vacant space and continues to market the remaining space. The
property is now 88% occupied.

Fitch identified 18 loans (51.9%) as loans of concern for
declining performance and occupancy. Fitch will continue to
closely monitor these loans for any further declines and
additional transfers to the special servicer.


HOVNANIAN ENTERPRISES: Amends Credit Deal, Prices Notes Offering
----------------------------------------------------------------
Hovnanian Enterprises Inc. entered into an amendment to its
revolving credit agreement, which decreases total commitments
thereunder to $300 million, increases the amount of collateral,
and substantially eliminates maintenance covenants.

The company also priced its $600 million aggregate principal
amount of 11-1/2% senior secured notes due May 1, 2013, in a
private placement.  

The amendment of the credit agreement will become effective upon
the closing of the notes offering, which is expected to occur on
May 27, 2008.

The notes will be secured on a second-priority lien basis by
substantially all the assets owned by the company and guarantors
of the notes to the extent such assets secure obligations under
the amended revolving credit agreement.  These assets may also
secure certain other permitted indebtedness.

The company intends to use the net proceeds from the offering of
the notes to repay amounts outstanding under its existing
revolving credit agreement and for general corporate purposes.

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc.
(NYSE: HOV) -- http://www.khov.com/-- is a homebuilder with
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New
York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The company's homes are marketed and
sold under the trade names K. Hovnanian Homes, Matzel & Mumford,
Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders,
Windward Homes, Cambridge Homes, Town & Country Homes, Oster
Homes, First Home Builders of Florida and CraftBuilt Homes.

Hovnanian is a member of the Public Home Builders Council of
America -- http://www.phbca.org/-- a nonprofit group devoted to
improving understanding of the business practices of America's
largest publicly-traded home building companies, the competitive
advantages they bring to the home building market, and their
commitment to creating value for their home buyers and
stockholders.  The PHBCA's 14 member companies build one out of
every five homes in the United States.

Hovnanian is the 6th largest homebuilder in 2006 based on U.S.
home closings, according to data compiled by Builder magazine.  
Hovnanian sold 20,201 homes, a 14% rise from the previous year,
and had gross revenue of $7,016,000,000, Builder magazine says.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Moody's Investors Service lowered all of the ratings of Hovnanian
Enterprises, Inc., including its corporate family rating to B3
from B2, ratings on its senior unsecured notes to Caa1 from B2,
ratings on its senior subordinated notes to Caa2 from Caa1, and
rating on its preferred stock to Caa3 from Caa2.  At the same
time, a liquidity rating of SGL-3 was assigned.  This concludes
the review that was commenced on Jan. 17, 2008.  The ratings
outlook is negative.

As reported in the Troubled Company Reporter on March 18, 2008,
Fitch Ratings has affirmed these ratings on Hovnanian Enterprises,
Inc., including IDR at 'B-'; Senior unsecured notes at 'B-/RR4';
Senior subordinated notes at 'CCC/RR6'; and Series A perpetual
preferred stock at 'CCC-/RR6'.  Fitch has also upgraded the rating
on HOV's secured revolving credit facility as: Senior secured
revolving credit facility to 'BB-/RR1' from 'B-/RR4'.  HOV's
Rating Outlook is Negative.


IDLEAIRE TECH: Secures $25 Million DIP Financing from Wells Fargo
-----------------------------------------------------------------
IdleAire Technologies Corporation secured a $25 million Debtor-in-
Possession credit facility to provide funding for the company as
it works through the Chapter 11 reorganization process.  

The Chapter 11 process will allow the company the opportunity to
restructure its debt and emerge under new ownership on a more
financially solid foundation.

IdleAire officials emphasized that IdleAire Technologies
Corporation has filed for Chapter 11 reorganization, not for
Chapter 7 liquidation, noting there was nothing in the company's
petition to the court indicating any plans for cessation of
services.

"A Chapter 11 filing is an unfortunate action, but it is necessary
to restructure our debt and recapitalize the company to continue
to serve professional long-haul drivers and trucking fleets
across the country," " company officials said.  "We expect
operations will continue as we go through this process and we
expect to end up financially stronger than ever."

                          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.  IdleAire has 131 locations
in 34 states and 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.


IMAX CORP: Must Maintain $7.5MM Available Cash Under Wachovia Loan
------------------------------------------------------------------
IMAX Corp. entered into a fifth amendment to its loan agreement
dated Feb. 6, 2004, as amended, with Wachovia Capital Finance
Corporation (Canada).  The amendment:

   (i) extends the term of the Loan Agreement to October 31, 2010,

  (ii) reduces the minimum Cash and Excess Availability required
       to be maintained from $15 million to $7.5 million,

(iii) removes the requirement to maintain a minimum EBITDA,
       provided that the Company complies with the Cash and Excess
       Availability covenant, and

  (iv) expands the definition of Eligible Contracts in Backlog to
       include contracts with entities formed under certain joint
       venture arrangements.

Also, the company entered into a Securities Purchase Agreement
with K&M Douglas Trust, Douglas Family Trust, James Douglas and
Jean Douglas Irrevocable Descendants' Trust, and James E. Douglas
III, pursuant to which the company will sell to the Douglas Group
2,726,447 shares of the common stock, no par value, of the company
for aggregate consideration of $18 million or approximately $6.60
per share (the equivalent of the average closing of the company's
common share price over the most recent five trading days).  The
private placement closed on May 8, 2008.

The Douglas Group, which will own 19.9% of the outstanding Common
Shares post-transaction, agreed to a five-year standstill with the
company whereby it will refrain from certain activities,
including:

   (i) increasing its percentage ownership in the company,

  (ii) seeking to influence the management of the company or
       soliciting proxies,

(iii) entering into fundamental or change-of-control transactions
       with respect to the company, and

  (iv) selling or transferring any Common Shares to a person or
       group that would own 5% or more of the Common Shares
       following such sale or transfer.

The company has agreed to file a registration statement
registering the resale of the Shares by Dec. 1, 2008, to use
commercially reasonable efforts to cause the registration
statement to become effective within 90 days after filing and to
maintain the effectiveness of the registration statement, subject
to permitted suspensions, until the Douglas Group has sold, or may
sell without restriction, the Shares.

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

IMAX Corporation's balance sheet at March 31, 2008, showed total
assets of $203.7 million and total liabilities of $298.9 million,
resulting in a total shareholders' deficit of $95.2 million.


JOURNAL REGISTER: Covenant Breach Likely if Finances Remain Slump
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Journal Register Company acknowledged the possibility
that the company will be in violation of its Amended and Restated
Credit Agreement, by July 23, 2008.

The company related that the infraction is likely if there is no
significant improvement in the company's operating results during
the second fiscal quarter or if the company failed to obtain an
additional amendment to the total leverage financial covenant
could also result to the violation.

On April 29, 2008, the company entered into Amendment No. 2 to the
Jan. 25, 2006 credit agreement, with the lenders and JPMorgan
Chase Bank N.A., as administrative agent.

The Amendment increased the maximum Total Leverage Ratio permitted
under the leverage covenant through July 23, 2008, and reduced the
borrowing limit under the Revolving Credit Commitments from
$200 million to $150 million.

The company's obligations are fully and unconditionally guaranteed
by substantially all of its subsidiaries.  Borrowings under the
Credit Agreement are secured by substantially all of its assets
and the assets of its subsidiaries.

During the Amendment No. 2 Period, any cash in excess of
$10 million will be used to repay any revolving loan balances, and
the company will be subject to certain additional limitations,
including limitations regarding indebtedness, acquisitions,
dispositions and investments.

The Revolving Credit Facility under the Amended Credit Agreement
is available until Aug. 12, 2012.  The company is required to pay
down the principal amount of the Term Loan in quarterly
installments, which have been paid through the first fiscal
quarter of 2009, and ends with a payment of $340 million on
Aug. 12, 2012.

                  About Journal Register company

Headquartered in Yardley, Pennsylvania, Journal Register company
(NYSE:JRC)-- http://www.journalregister.com-- owns and operates    
27 daily newspapers and 368 non-daily publications as of Dec. 31,
2006.  The company also operates 239 individual websites that are
affiliated with the company's daily newspapers, non-daily
publications and its network of employment websites.  All of the
company's operations are clustered in seven geographic areas:
Greater Philadelphia, Michigan, Connecticut, Greater Cleveland,
New England, and the Capital-Saratoga and Mid-Hudson regions of
New York.  The company owns JobsInTheUS, a network of 19
employment websites and three commercial printing operations.  The
company's total paid circulation is approximately 616,000 daily,
635,000 Sunday and its total non-daily distribution is
approximately 6.4 million.  In February 2007, the company sold two
of its New England Cluster daily community newspapers to Gatehouse
Media.

                           *     *     *

As reported in the Troubled Company Reporter on May 8, 2008,
Standard & Poor's Ratings Services lowered its rating on Journal
Register Co.; the corporate credit rating was lowered to 'CCC'
from 'B-'.  The ratings were removed from CreditWatch, where they
were placed with negative implications on April 7, 2008.  The
rating outlook is negative.


JP MORGAN CHASE COMMERCIAL: Fitch Holds Low-B Ratings on 3 Classes
------------------------------------------------------------------
Fitch Ratings has affirmed J.P. Morgan Chase Commercial Mortgage
Securities Corp. (JPMCC), series 2007-CIBC20, commercial mortgage
pass-through certificates:

   -- $26.6 million class A-1 at 'AAA';
   -- $105.1 million class A-2 at 'AAA';
   -- $208.6 million class A-3 at 'AAA';
   -- $991.7 million class A-4 at 'AAA';
   -- $84.4 million class A-SB at 'AAA';
   -- $361.4 million class A-1A at 'AAA';
   -- $219.3 million class A-M at 'AAA';
   -- $35 million class A-MFL at 'AAA';
   -- $152.6 million class A-J at 'AAA';
   -- Interest only class X-1 at 'AAA';
   -- Interest only class X-2 at 'AAA';
   -- $31.8 million class B at 'AA+';
   -- $25.4 million class C at 'AA';
   -- $28.6 million class D at 'AA-';
   -- $22.3 million class E at 'A+';
   -- $22.3 million class F at 'A';
   -- $25.4 million class G at 'A-';
   -- $35 million class H at 'BBB+';
   -- $31.8 million class J at 'BBB';
   -- $28.6 million class K at 'BBB-';
   -- $31.8 million class L at 'BB+';
   -- $9.5 million class M at 'BB';
   -- $6.4 million class N at 'BB-'.

The $19.1 million class P, $3.2 million class Q, $9.5 million
class T and $25.4 class NR are not rated by Fitch.

The ratings affirmations are the result of stable performance
since issuance. As of the April 2008 remittance, the transaction
has paid down 0.1% to $2.541 billion from $2.543 billion at
issuance.

Fitch has identified three loans of concern (1.8%), one of which
is specially serviced (0.4%). The specially serviced asset is a
multifamily facility located in Houston, TX. The loan transferred
to special servicing in March 2008 for monetary default, however,
the loan is now current. No losses are anticipated at this time.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the two shadow rated loans (2.4%).
Based on the improving performance of both properties since
issuance, the loans maintain their investment grade shadow
ratings.

The largest shadow rated loan (1.6%) is secured by the 379 room
Portola Plaza Hotel in Monterey, CA. As of year-end (YE) 2007, the
average daily rate (ADR) and revenue per available room (RevPAR)
have increased to $191 and $138, respectively, from $180 and $126,
respectively, at issuance.

The second shadow rated loan (0.8%) is secured by the Palace
Theater located at 1564 Broadway in Manhattan in addition to the
air rights above the theater.



JSM MEAT: Recalls Beef Products from 11 States on E. Coli Scare
---------------------------------------------------------------
JSM Meat Holding Company Inc. recalled meat products from 11
states due to possible E. coli contamination, various reports
said, citing announcements made by the U.S. Department of
Agriculture's Food Safety and Inspection Service.

The federal agency did not disclose the amount of recalled ground
beef.  It added that there were no reports of sickness from the
meat, the Associated Press relates.

According to the AP, among the meat products recalled are 30-pound
and 60-pound boxes, and 47-gallon barrels of the Morreale Meat
brand, all of which have the label "EST. 6872" inside the USDA
inspection seal.

The states affected by the recall are Florida, Wisconsin,
Nebraska, Georgia, Michigan, Indiana, Iowa, Pennsylvania,
Missouri, and Massachusetts.

JSM Meat Holdings Company Inc. is based in Chicago, Illinois.


LEINER HEALTH: FTI Consulting OK'd as Panel's Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in Leiner Health
Products Inc. and its debtor-affiliates' Chapter 11 cases to
employ FTI Consulting Inc. as the panel's financial advisors.

As reported in the Troubled Company Reporter on April 24, 2008,
FTI is expected to assist the Committee in the review of financial
related disclosures required by the Court, information and
analysis required under the debtor-in-possession financing
agreement, and advise the Committee with respect to the Debtors'
identification of core business assets and the disposition of
these assets.

Samuel E. Star, a senior managing director with FTI Consulting,
tells the Court that the firm's professionals bill:

      Senior Managing Directors     $540 - $720
      Managing Directors            $465 - $550
      Directors                     $380 - $475
      Senior Consultant             $285 - $360
      Consultant                    $220 - $270
      Project Assistant              $75 - $185

Mr. Star assured the Court that the firm does not represent any
interest that is adverse to the Committee in connection with the
Chapter 11 cases.

                       About Leiner Health

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

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


LB-UBS COMMERCIAL: Fitch Affirms Low-B Ratings on 3 Classes
-----------------------------------------------------------
Fitch Ratings has affirmed LB-UBS Commercial Mortgage Trust,
series 2007-C2, commercial mortgage pass-through certificates:

   -- $22.4 million class A-1 at 'AAA';
   -- $447 million class A-2 at 'AAA';
   -- $78 million class A-AB at 'AAA';
   -- $1.3 billion class A-3 at 'AAA';
   -- $659.6 million class A-1A at 'AAA';
   -- $355.4 million class A-M at 'AAA';
   -- $315.5 million class A-J at 'AAA';
   -- Interest only class X-CP at 'AAA';
   -- Interest only class X-W at 'AAA';
   -- Interest only class X-CL at 'AAA';
   -- $26.7 million class B at 'AA+';
   -- $53.3 million class C at 'AA';
   -- $40 million class D at 'AA-';
   -- $13.3 million class E at 'A+';
   -- $26.7 million class F at 'A';
   -- $35.5 million class G at 'A-';
   -- $31.1 million class H at 'BBB+';
   -- $35.5 million class J at 'BBB';
   -- $40 million class K at 'BBB-';
   -- $17.8 million class L at 'BB+';
   -- $8.9 million class M at 'BB';
   -- $4.4 million class N at 'BB-'.

The $8.9 million class P, $4.4 million class Q, $13.3 million
class S and $35.5 class T are not rated by Fitch.

The ratings affirmations are the result of the transaction
stabilizing since issuance. As of the April 2008 remittance, the
transaction has paid down 0.1% to $3.551 billion from $3.554
billion at issuance.

Fitch has identified three loans of concern (1.3%), all of which
are specially serviced. Expected losses would be absorbed by the
non-rated class T. The largest specially serviced asset (0.7%) is
an office property in Orlando, FL. The loan was transferred to
special servicing due to monetary default.

The second largest specially serviced asset (0.4%) is a retail
property located in Collier Township, PA. The property has
suffered from a decline in occupancy and a tenant bankruptcy.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the seven shadow rated loans
(26.5%). Based on their stable performance, the loans maintain
investment grade shadow ratings.

The largest shadow rated loan (11.3%) is secured by the Tishman
Speyer DC Portfolio II which consists of over 2 million square
feet (sf) of office space in Washington, D.C. and Northern
Virginia. As of year-end (YE) 2007, occupancy at the properties
has decreased to 83% from 93% at issuance, however, the servicer
reported weighted-average debt service coverage ratio (DSCR) as of
YE 2007 was 1.42 times (x). At origination, it was expected that
approximately 40% of the leases will expire before 2010.

The second and third largest shadow rated loans (3.5% and 2.5%,
respectively) are both secured by portfolios of Extendicare
healthcare facilities in various states. The servicer reported
weighted-average DSCR for both portfolios as of YE 2007 was 2.41x
and 2.16x, respectively.

The largest non-shadow rated loan (10.4%) is secured by an
interest in the Sears Tower office building in Chicago, IL.
Occupancy as of YE 2007 was 78%, in-line with issuance.


LEVITT AND SONS: Certain Debtors Want to Dispute Sunshine Pacts
---------------------------------------------------------------
Certain Levitt and Sons LLC debtor-affiliates seek to disallow
Sunshine Kitchens, Inc.'s proofs of claim filed against their
estates.  The Debtors is suing Sunshine Kitchens for damages based
on its breach of certain furniture contracts.

Levitt Homes, LLC; Levitt Construction Corp. - East; Avalon Park
by Levitt and Sons, LLC; Bellaggio by Levitt Homes, LLC; Cascades
by Levitt and Sons, LLC; Magnolia Lakes by Levitt and Sons, LLC;
Levitt Homes, LLC; Summerport by Levitt and Sons LLC; Levitt
Construction East, LLC; and Levitt GP, LLC relate that since March
3, 2000, they entered into various agreements with Sunshine
Kitchens to furnish labor, materials, and equipment for kitchen
cabinets and countertops, vanities and tops, as designed by
Sunshine, for installation at their properties.

Each of the Cabinet Contracts is identical in form and substance
in all material respects.  The Cabinet Contracts require Sunshine
Kitchens to proceed with its Work in a prompt and diligent
manner, in accordance with the Debtors' schedules.  Under the
Contracts, according to Jordi Guso, Esq., at Berger Singerman,
P.A., in Miami, Florida:

   -- Sunshine Kitchens expressly agreed to coordinate its work
      so as not to cause any delays or interference in the
      completion of any part or all of the construction.  The
      agreements also expressly provide that "time is of the
      essence."

   -- Sunshine Kitchens also warranted that "all materials and
      equipment furnished under the Cabinet Contracts would be of
      good quality and new, free of defects inherent in the
      quality required or permitted, and that the work would
      conform with the requirements of the Contract Documents."
      Sunshine agreed that work not conforming to these
      requirements, including substitutions not properly approved
      and authorized, may be considered defective.

In exchange for Sunshine's performance under the Contract for
Construction, the Debtors agreed to pay Sunshine in accordance
with payment schedules attached to each of the Cabinet Contracts.  

Despite repeated requests, however, Sunshine Kitchens failed to
comply with the Debtors' schedules for completion, causing
significant delay and interference with the Debtors' ability to
timely deliver the homes, Mr. Guso contends.  For all intents and
purposes, Sunshine Kitchens abandoned any attempt to complete its
work in a timely manner, he asserts.

In addition, Sunshine Kitchens repeatedly delivered poor quality
materials and workmanship, and failed to timely repair or replace
its work in accordance with its obligations, Mr. Guso tells the
Court.

Despite repeated demands, Sunshine Kitchens failed and refused to
comply with its obligations under the Cabinet Contract, Mr. Guso
avers.  The Debtors thus terminated the Cabinet Contracts based
on Sunshine Kitchens' breaches.

Sunshine Kitchens then recorded liens against certain of the real
property owned by the Debtors and certain of their customers, who
had already closed on the acquisition of their homes.

Sunshine further commenced foreclosure proceedings in over four
counties.  

The Debtors bonded off the liens by posting substitute collateral
in the form of a surety bond issued by Lexon Insurance Company,
Mr. Guso says.  Lexon has recourse against certain of the Debtors
for any claims honored against the bond.  Lexon has filed
unliquidated claims against certain of the Debtors in their
Chapter 11 cases.

                         Sunshine Claims

On Feb. 11, 2008, Sunshine filed 13 proofs of claim, aggregating
$4,569,386, in the Debtors' Chapter 11 cases:

   Debtor                   Claim No.     Secured     Unsecured
   ------                   ---------     -------     ---------
   Magnolia Lakes              1679             -       $65,397
   Levitt Construction-East    1680             -       199,022
   Levitt Homes                3149      $112,410       174,718
   Summerport                  3151       196,862        46,338
   Levitt GP                   3153             -       878,490
   Summerport                  3227       196,862        46,338
   Cascades by LAS             3308             -       878,490
   Magnolia Lakes              3504             -        65,397
   Levitt GP                   3506             -       878,490
   Avalon Park                 3516       163,507       288,907
   Cascades by LAS             3520       361,200        24,049
   Levitt Homes                3525       112,410       174,718
   Levitt Construction-East    3528             -       199,022

Mr. Guso asserts that the Claims filed by Sunshine Kitchens
should be reduced or disallowed for one or more of these reasons:

    -- based on Sunshine Kitchens' breaches of the Cabinet
       Contracts;

    -- some Claims are duplicative of other Claims; and

    -- with respect to the secured claims, Sunshine Kitchens has
       not perfected its lien in accordance to state law.

Mr. Guso adds that the Claims are also subject to set-off for
damages the Debtors sustained as a result of Sunshine Kitchens'
breaches of the contracts.

Mr. Guso notes that these Claims are duplicative of other claims:

   Claim No. to be Disallowed         Duplicative of Claim No.
   --------------------------         ------------------------
              3227                              3151
              3504                              1679
              3506                              3153
              3520                              3308
              3525                              3149
              3528                              1680

Sunshine Kitchens did not deliver, and was not excused from the
obligation to deliver, a contractor's affidavit to any of the
Debtors, as required by Florida Statutes Section 713.05, Mr. Guso
contends.  He states that because it did not deliver the
Contractor's Affidavit, Sunshine Kitchens cannot perfect or
assert any of the Secured Claims.

LAS and its affiliates posted bonds in the applicable foreclosure
cases as substitute collateral for the Secured Claims.  The
issuers of the Bonds asserts that LAS has agreed to indemnify and
hold the surety harmless from any claims made on the Bonds.

Mr. Guso maintains that based on Sunshine Kitchens' failure to
comply with state law, all collateral, including the Bonds,
should be released and the asserted liens should be discharged.

The Debtors seek a declaration of the validity, priority and
extent of the Secured Claims.

                      Debtors' Counterclaim

The Debtors maintained that they relied upon Sunshine Kitchens'
reputation, skill and judgment to perform the Work in accordance
with the Contract Documents.

The Debtors suffered damages as a result of Sunshine Kitchens'
breach of Contracts for Construction and warranties, including
damages from delay and inability to timely deliver homes,
increased costs of performance, costs of repair and replacement,
destruction or diminishment of value, and other damage that
naturally and proximately resulted from the defectively and
deficiently performed Work, Mr. Guso contends.  The Debtors have
performed all conditions precedent to recovery in this action, he
emphasizes.

The Debtors thus ask the Court to enter judgment in their favor
for damages against Sunshine Kitchens for compensatory damages,
together with costs and interest, and attorneys' fees pursuant to
the contract.

                          *     *     *

The Court has set filing and disclosure requirements to expedite
and facilitate the trial of the Adversary Proceeding and pursuant
to Local Rule 7016-1(B).  

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

              http://researcharchives.com/t/s?2bf4

                      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)


LEXINGTON PRECISION: Andrews Kurth Approved as Panel's Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York authorized the Official Committee of Unsecured Creditors
in Lexington Precision Corp. and its debtor-affiliates' Chapter 11
cases to employ Andrews Kurth LLP as its counsel.

As the Committee's counsel, Andrews Kurth is expected to:

   a) consult with the Committee, the Debtors and the office of
      the U.S. Trustee concerning the administration of this case;

   b) review, analyze and respond to pleadings filed by the
      Debtors with this Court and to participate in hearings
      concerning such pleadings;

   c) investigate the acts, conduct, assets, liabilities and
      financial condition of the Debtors, the operation of the
      Debtors' business and proposals to restructure such
      business, and any matters relevant to this case in the event
      and to the extent require by the Committee;

   d) take all necessary action to protect the rights and
      interest of the Committee, including, but not limited to,       
      the negotiation and preparation of the documents relating to
      a Chapter 11 plan, disclosure statement and confirmation of
      the plan;

   e) represent the Committee in connection with the exercise of
      its powers and duties under the Bankruptcy Code and in
      connection with this bankruptcy case; and

   f) perform all other necessary and appropriate legal
services         
      in connection with this bankruptcy case.

The firm's professionals billing rates are:

      Designations                 Hourly Rates
      ------------                 ------------
      Partners                      $585-$910
      Associates                    $400-$545
      Paralegals                    $170-$230

Paul N. Silverstein, Esq., an attorney of the firm, assured the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Silverstein can be reached at:

      Paul N. Silverstein, Esq.
      Andrews Kurth LLP
      450 Lexington Avenue, 15th Floor
      New York, New York 10017
      Tel: (212) 850-2800
      Fax: (212) 850-2929

Based in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufacture tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of Feb. 29, 2008, the companies
employed about 651 regular and 22 temporary personel.

The company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Richard P. Krasnow, Esq., at Weil, Gotshal &
Manges, represents the Debtors in their restructuring efforts.  
The Debtors selected Epiq Bankruptcy Solutions LLC as claims
agent.  The U.S. Trustee for Region 2 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $52,730,000 and total debts of
$88,705,000.


LIFECARE HOLDINGS: March 31 Balance Sheet Upside Down by $2MM
-------------------------------------------------------------
LifeCare Holdings Inc.'s balance sheet at March 31, 2008, showed
total assets of $483.5 million and total liabilities of
$486.0 million, resulting in a total shareholders' deficit of
$2.5 million.

The company incurred net loss of $2.9 million for the first
quarter ended March 31, 2008, compared with net loss of $1.6
million for the same period in the previous year.  

At March 31, 2008, the company's outstanding indebtedness
consisted of  $147.0 million aggregate principal amount of senior
subordinated notes due 2013 and a $248.6 million term loan
facility that matures in 2012.

The senior secured credit facility requires the company to comply
on a quarterly basis with certain financial covenants, including
an interest coverage ratio test and a maximum leverage ratio test,
which will become more restrictive over time.

In addition, the senior secured credit facility includes various
negative covenants, including limitations on indebtedness,
liens, investments, permitted businesses, restricted payments,
transactions with affiliates and other matters, well as certain
customary representations and warranties, affirmative covenants
and events of default including payment defaults.

As of March 31, 2008, the company was in compliance with all
covenants contained in our senior secured credit facility, as
amended.

The company related that it may not be able to satisfy the
covenant requirements in subsequent periods.

                     About LifeCare Holdings

Headquartered in Plano, Texas, LifeCare Holdings Inc. --
http://www.lifecare-hospitals.com/-- operates 19 long term acute    
care hospitals located in nine states.  Long term acute care
hospitals specialize in the treatment of medically complex
patients who typically require extended hospitalization.  LifeCare
is owned by private equity firm The Carlyle Group.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service upgraded the Speculative Grade Liquidity
Rating of LifeCare Holdings Inc. to SGL-3 from SGL-4.  In
addition, Moody's affirmed LifeCare's Caa1 Corporate Family Rating
and the ratings on the credit facility and subordinated notes.  
The ratings outlook remains negative.


LINENS N' THINGS: Wants to Hire Morgan Lewis as Special Counsel
---------------------------------------------------------------
Linens 'n Things and its debtor-affiliates seek the authority of
the United States Bankruptcy Court for the District of Delaware to
employ Morgan, Lewis & Bockius LLP, nunc pro tunc to the
bankruptcy filing date, as special counsel for matters relating to
finance, real estate and the Debtors' Canadian subsidiaries.

Morgan Lewis will work closely with Richards, Layton & Finger,
P.A., Gardere Wynne Sewell L.L.P., and other professional
retained by the Debtors to avoid any unnecessary duplication of
effort.

Francis M. Rowan, the Debtors' senior vice president and chief
financial officer, says that Morgan Lewis has considerable
experience and resources.  He discloses that the firm has
represented the Debtors since 2005 in connection with certain
services, including negotiation and documentation of their
prepetition Credit Facility.

Morgan Lewis will be paid on its ordinary and customary hourly
rates, and will be reimbursed of all costs and expenses in
connection with its retention:

       Professional                   Rate Per Hour       
       ------------                   -------------
       Partners                     $425  to $1,200
       Counsel                      $330  to   $940
       Associates                   $145  to   $705
       Legal Assistants             $90   to   $360

Prior to the Petition Date, the Debtors paid Morgan Lewis a
retainer amounting to $1,019,016, in which $1,000,000 was paid on
account of prepetition services.  The current amount of the
retainer is $669,016.

Howard S. Beltzer, Esq., assures the Court that Morgan Lewis does
not hold or represent any interest adverse to the Debtors or the
bankruptcy estates.

                     About Linens 'N Things

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

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

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

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

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

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

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

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

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

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


LITTLE TRAVERSE: Moody's Holds B2 Rating; Changes Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating,
B1 probability of default rating and B2 senior unsecured notes
rating of Little Traverse Bay Bands of Odawa Indians but changed
the rating outlook to negative from stable.  The change in outlook
reflects the weaker than anticipated operating performance of
Odawa Casino Resort, LTBB's new gaming facility.

The ramp-up of the Odawa casino has been below expectations.  So
far, the additional gaming square footage, slot machines and table
games have not generated the anticipated level of revenues as
compared to the former Victories casino, while the costs
associated with the new casino have been significantly higher.   
Top line growth, which has been negatively affected by weaker
visitation in a challenging consumer spending environment, has
been more than offset by cost inflation related to salaries and
wages, food and beverage costs as well as general and
administrative expenses.

Beyond short term macro-economic challenges, Moody's also believes
that Odawa Casino Resort has not yet demonstrated if it can
attract demand outside its primary market with the additional
amenities offered by the new casino.

Should the company's operating performance continue to deteriorate
such that total debt/EBITDA increases to 6 times or liquidity
materially weakens, further negative pressures would be likely.

Ratings affirmed:

  -- B2 corporate family rating
  -- B1 probability of default rating
  -- B2 senior unsecured notes due 2014 (LGD assessment unchanged
     at LGD4/66%)

LTBB is a federally-recognized Indian tribe with approximately
4,000 enrolled members.  Odawa Casino Resort, based in Petoskey,
Michigan, is an Enterprise Fund of LTBB (not a separate legal
entity).  Odawa Casino Resort started operations in June 2007,
replacing the former Victories Casino.


LOUISIANA RIVERBOAT: Court Sets June 30 as Claims Bar Date
----------------------------------------------------------
The Hon. Stephen V. Callaway of the United States Bankruptcy
Court for the Western District of Louisiana established June 30,
2008, as deadline for creditors of Louisiana Riverboat Gaming
Partnership and its affiliates to file proofs of claim.

All proofs of claim must be filed at:

   Clerk of the United States Bankruptcy Court for the Western
   District of Louisiana
   300 Fannin St., Ste. 2201
   Shreveport, Louisiana 71101

                    About Louisiana Riverboat

Headquartered in Bossier City, Louisiana, Louisiana Riverboat
Gaming Partnership, which does business as Diamond Jacks Casino &
Resort, and its debtor-affiliates -- http://www.islecorp.com/--  
operate casinos and hotels.  The company and five of its
affilaites filed for Chapter 11 protection on March 11, 2008
(Bankr. W.D. La. Lead Case No.08-10824).  Tristan E. Manthey, Esq.
and William H. Patrick, III, Esq., at Heller Draper Hayden Patrick
and Horn represent the Debtors.  The U.S. Trustee for Region 5
When they filed for protection from its creditors, the companies
listed consolidated assets and debts both between $100 million and
$500 million.


LSP BATESVILLE: S&P's Rtngs. Unmoved by Complete Energy-GSC Merger
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the proposed merger
between Complete Energy Holdings LLC and GSC Acquisition Co. will
have no immediate effect on electricity generator LSP Batesville
Funding Corp.'s senior secured notes.  The notes, consisting of
$150 million senior secured bonds due 2014 and $176 million
senior secured bonds due 2025, are rated B+/Negative.  

Complete Energy Holdings owns 100% of Batesville, an 837 MW
combined-cycle gas-fired plant in Batesville, Mississippi.  that
has 100% of its capacity contracted through May 2013 through two
counterparties.  The project is ring-fenced in a manner consistent
with Standard & Poor's criteria, which allows it, if warranted, to
achieve a stand-alone credit rating up to three notches higher
than the implied parent company credit rating.  

The proposed deal is expected to close late in third-quarter 2008,
subject to GSCAC shareholder and regulatory approval.  Public
terms include $183 million in cash, $440 million in equity, $50
million of mezzanine debt at Complete Energy Holdings, and assumed
project debt for total consideration of $1.3 billion.  The
transaction will not affect the Batesville structure.  S&P
continue to monitor the plant's performance following a year of
forced outages and reduced revenues.


MACY'S RETAIL: Moody's Cuts Subordinated Shelf Rating to (P)Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
rating of Macy's Inc. to Baa3 from Baa2 and short-term rating to
Prime-3 from Prime-2.  The outlook is stable.  The downgrade
reflects the recent deterioration in Macy's credit metrics
resulting from a combination of weaker operating performance as
well as higher debt levels due to aggressive share repurchases
during fiscal 2007.  The downgrade also reflects Moody's opinion
that the company's operating performance will not be restored to
the appropriate Baa2 investment rating levels over the next twelve
months.  

In addition, Macy's cost savings expected from the recently
announced organizational structure changes, as well as the
localization of assortments, and the sales increases expected from
the improvements in private and exclusive branding efforts, will
likely not be enough to offset the impact of a difficult retail
environment.

This action completes the ratings review that was initiated on
April 4, 2008.

These ratings have been downgraded:

Macy's, Inc.

  -- Senior unsecured debt rating to Baa3 from Baa2
  -- Senior unsecured shelf rating to (P)Baa3 from (P)Baa2

Macy's Retail Holdings, Inc.

  -- Senior unsecured debt rating to Baa3 from Baa2
  -- Senior unsecured shelf rating to (P)Baa3 from (P)Baa2
  -- Subordinated shelf rating to (P)Ba1 from (P)Baa3
  -- Commercial paper rating to Prime-3 from Prime-2

Macy's Baa3 long term ratings reflect the company's strong
national presence, quality of its real estate locations, and large
scale in terms of revenue -- all of which are competitive
advantages.  Also supporting the ratings is Macy's private label
expertise, strong operating cash flow, and well managed liquidity.  
These strong factors are offset by weak operating margin, cash
flow seasonality and certain credit metrics that are relatively
weak for its rating.  The weakness in these metrics is a result of
the company's more aggressive financial policies and a difficult
retail environment.

Moody's believes that Macy's margins will be further pressured by
increased competition among the retailers, the price promotional
environment and the aggressive inventory clearance process -- all
stemming from the slowdown in consumer spending.  The stable
outlook primarily reflects the expectation that Macy's will not
buy-back shares during fiscal 2008 and that it will maintain
adequate liquidity.

Macy's, Inc. is one of the country's largest department stores
operators, with more than 850 stores in 45 states, the District of
Columbia, Guam, and Puerto Rico, operating under the banners
Macy's and Bloomingdale's.  Sales for the fiscal year ended
February 2, 2008 were approximately $26.3 billion.


MAGUIRE PROPERTIES: Founder Forgoes Acquisition Plans, Loses Seat
-----------------------------------------------------------------
Robert Maguire III, chief executive officer of Maguire Properties
Inc., abandoned his last-ditch effort to buy the company, The Wall
Street Journal reports citing people familiar with the matter.

Mr. Maguire, whose partner in the bid is Brookfield Properties
Corp., informed those involved on Friday that he was dropping his
efforts to buy Maguire, WSJ adds.  The report did not mention the
reason for Mr. Maguire's withdrawal.

On May 17, 2008, the board of Maguire Properties voted to replace
its founder and CEO Robert Maguire III with Nelson Rising, WSJ
states citing these people.   

Under pressure from hedge-fund investors, the board also unseated
Mr. Maguire as chairman and appointed Walter Weisman, WSJ relates.

Mr. Rising, who worked for Mr. Maguire, is the former chief
executive of Catellus Development Corp., another developer.  

Mr. Weisman had served as the chairman of an independent committee
that was exploring strategic options for the landlord, which owns
properties in in Southern California, particularly in Los Angeles,
Orange County.

WSJ says that it's unclear if Mr. Maguire will retain a board
seat.   

Maguire's stock fell 8.2% to $15.20 in 4 p.m. composite trading on
the New York Stock Exchange Friday, May 16.

                   About Maguire Properties Inc.

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

                          *     *     *

As reported in the Troubled Company Reporter on May 9, 2008,
Moody's Investors Service has lowered Maguire Properties Inc.'s
ratings: (i) corporate family rating to B1 from Ba2 rating; (ii)
senior secured rating to B1 from Ba3; and placed them on review
for possible downgrade.  


MAXXAM INC: March 31 Balance Sheet Upside-Down by $296.1 Million
----------------------------------------------------------------
MAXXAM Inc.'s consolidated balance sheet at March 31, 2008, showed
$483.5 million in total assets and $779.6 million in total
liabilities, resulting in a $296.1 million total stockholders'
deficit.

The company reported a net loss of $13.9 million for the first
quarter of 2008, compared to a net loss of $12.3 million for the
same period a year ago.  Net sales for the first quarter of 2008
totaled $21.7 million, compared to $28.7 million in the first
quarter of 2007.

                      Real Estate Operations

Real estate sales and operating losses for the first quarter of
2008 were $8.9 million and $1.2 million, respectively, as compared
$11.6 million and $0.6 million, respectively, in the first quarter
of 2007, primarily as a result of lower sales at the company's
Fountain Hills development.

                        Racing Operations               

Net sales increased slightly for the company's racing operations
in the first quarter of 2008 as compared to the prior year period.  
Operating losses increased to $800,000  for the first quarter of
2008 $600,000 in the prior year period, principally due to
increased operating expenses at Sam Houston Race Park.

                    Forest Products Operations

On Jan. 18, 2007, The Pacific Lumber Company (Palco) and its
wholly owned subsidiaries (collectively, the Debtors), including
Scotia Pacific Company LLC (Scopac) filed for reorganization under
Chapter 11 of the Bankruptcy Code.  As a result, the company
deconsolidated the Debtors' financial results beginning Jan. 19,
2007, and began reporting its investment in the Debtors using the
cost method.  Accordingly, the company's consolidated financial
results reported herein includes activity for the Debtors only
from Jan. 1, 2007 through Jan. 18, 2007.

                       Corporate and Other

The Corporate segment's operating losses represent general and
administrative expenses that are not specifically attributable to
the company's operating segments.  The Corporate segment's
operating losses increased $2.7 million in the first quarter of
2008, as compared to the prior year period, primarily due to
changes in stock-based compensation expense resulting from
fluctuations in the market price of the company's common stock and
substantial costs related to the forest products' bankruptcy
proceedings (including legal fees and unreimbursed services).

Consolidated investment, interest and other income declined
$3.8 million in the first quarter of 2008, as compared to the
prior year period, primarily from lower returns on marketable
securities and other short-term investments.

MAXXAM has previously announced that it may from time to time
purchase shares of its common stock on national exchanges or in
privately negotiated transactions.  In this regard, in March 2008,
the company purchased 687,480 shares of its common stock from two
affiliated institutional holders in a privately negotiated
transaction for an aggregate cost of $20.1 million.

                  Reorganization Proceedings of
             Palco and its Wholly Owned Subsidiaries

On the Jan. 30, 2008 deadline established by the Bankruptcy Court,
five plans of reorganization were filed.   The Debtors as a group
filed a joint plan.  In addition, Palco, Britt Lumber Co. Inc.,
Scotia Development LLC, Salmon Creek LLC and Scotia Inn Inc. (the
Palco Debtors) as a group and Scopac each filed separate
alternative stand-alone plans of reorganization.  The fourth plan
of reorganization was filed by Mendocino Redwood Company LLC (MRC)
and Marathon Structured Finance Fund L.P. (Marathon).  The final
plan, the Noteholder plan, was filed by the indenture trustee on
behalf of the holders of Scopac's Timber Notes.  

The MRC/Marathon plan would reorganize and continue the businesses
of the Debtors.  The Noteholder plan effectively provides for an
auction of Scopac's timberlands to the highest bidder, but does
not address the Palco Debtors.  The MRC/Marathon Plan would result
in the loss entirely of the company's indirect equity interests in
Palco and Scopac and the Noteholder plan would likely result in
the loss entirely of such equity interests.

On May 1, 2008, MRC, Marathon, the company, and the Palco Debtors
and other company subsidiaries entered into a settlement term
sheet.  Scopac was not a party to the Settlement Term Sheet.  
Pursuant to the terms of the settlement term sheet, the Palco
Debtors have withdrawn the Joint Plan and the Palco Debtors'
alternative plan.  The company and Palco Debtors also agreed,
among other things, to express support for and use their best
efforts to defend the MRC/Marathon plan, and use their best
efforts to oppose any competing plan of reorganization.  

A summary of the settlement term sheet is set forth in Note 1 to
the company's first quarter Form 10-Q, including various
provisions that are dependent on approval of the Bankruptcy Court
or confirmation of the MRC/Marathon plan by the Bankruptcy Court.

There is substantial uncertainty as to which plan of
reorganization, if any, will be confirmed by the Bankruptcy Court.  
If no plan is confirmed, the Bankruptcy Court may elect to convert
the Bankruptcy Cases to a Chapter 7 liquidation proceeding.  The
confirmation hearing, at which the Bankruptcy Court will consider
the remaining plans of reorganization, began in April 2008 and has
not yet concluded.  The outcome of the Bankruptcy Cases is
impossible to predict and could have a material adverse effect on
the businesses of the Debtors, on the interests of creditors, and
on the company.

                          External Debt

At March 31, 2008, MAXXAM Inc., excluding its majority and wholly
owned subsidiaries, had no external debt and had unrestricted
cash, cash equivalents and marketable securities and other
investments of $62.3 million.  

Full-text copies of the company's Form 10-Q for the first quarter
ended March 31, 2008, are available for free at:

               http://researcharchives.com/t/s?2c04

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 9, 2008,
Deloitte & Touche LLP, in Houston, expressed substantial doubt
about MAXXAM Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  

The auditing firm pointed to the uncertainty surrounding the
ultimate outcome of the separate voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code filed by
certain of the company's wholly owned subsidiaries, and its effect
on the company, as well as the company's operating losses at its
remaining subsidiaries.

                        About MAXXAM Inc.

Headquartered in Houston, MAXXAM Inc. (AMEX: MXM) is a publicly-
traded company, with business interests in three industries:
forest products, real estate investment and development and racing
operations.


MCP CORP: Receives Delisting Notice From AMEX
---------------------------------------------
MPC Corporation (Amex: MPZ) has received a notice from the
American Stock Exchange (AMEX). The AMEX notice indicates that MPC
is not in compliance with Rule 1003(a)(i) of the AMEX Company
Guide in that it has stockholders' equity of less than $2 million
and has sustained losses from continuing operations and net losses
in two of its three most recent fiscal years.

The AMEX notice requires that MPC submit to the AMEX by June 9,
2008 its plan to bring the company into compliance with listing
standards by November 9, 2009. The Plan is required to include
specific milestones, quarterly financial projections, and details
related to any strategic initiatives that the company plans to
complete. AMEX will evaluate the Plan and make a determination as
to whether the company has made a reasonable demonstration of an
ability to regain compliance with the continued listing standards
within specified timeframes, in which case the Plan will be
accepted. If the Plan is accepted, the company may be able to
continue listing during the Plan Period, during which time we will
be subject to periodic review to determine whether we are making
progress consistent with the Plan. MPC is in the process of
preparing this plan that it intends to submit to AMEX by the June
9, 2008 deadline. If MPC does not submit a plan, or if the plan is
not accepted by AMEX, the company will be subject to delisting
procedures.

The company has resolved a continued listing deficiency initially
identified in an AMEX notice received in April 2006.  

MPC Corporation (AMEX: MPZ) -- http://www.mpccorp.com/-- a major  
U.S. PC vendor since 1991, provides enterprise IT hardware
solutions to mid-size businesses, government agencies and
education organizations. With its October 2007 acquisition of
Gateway's Professional business, MPC Corporation became the
only top-10 U.S. PC vendor focused exclusively on the $43 billion
Professional PC market.


MEADWESTVACO CORP: Moody's Cuts Debt Rating to Ba1 on Low Margins
-----------------------------------------------------------------
Moody's Investors Service downgraded MeadWestvaco Corporation's
senior unsecured debt ratings to Ba1 from Baa3, concluding a
review for possible downgrade initiated on April 8, 2008.  The
downgrade reflects the company's low margins and free cash flow
generation with the expectation that the company's financial
performance will not improve significantly as the company enters a
more challenging business environment. At the same time, Moody's
assigned a Ba1 corporate family rating and an SGL-1 liquidity
rating to MWV and withdrew the P-3 commercial paper rating. The
rating outlook is stable.

The downgrade aligns the company's ratings with expected margins
and credit protection metrics, which have lagged those required to
support an investment grade rating for an extended period of time.  
Moody's expects that rising input costs, the slowing US economy
and the overall trend to reduce packaging materials will make it
difficult for the company to meet the performance and debt
protection metrics consistent with those required to support an
investment grade rating.  Despite management's focus on
alternative markets and products, margin growth has been difficult
to achieve as there are a number of companies competing with MWV
in similar markets.  In addition, margins have been pressured by
rising energy, fiber, chemical and transportation costs.

MWV's Ba1 rating reflects the company's significant position in
the consumer packaging markets and the very stable profit margins
that result.  The company has very strong committed liquidity
arrangements, with minimal near term debt maturities and a fully
funded pension plan that is not expected to diminish cash flow.  
The company's credit profile also benefits from the company's
timberland position which provides some backward integration while
also providing an additional source of liquidity should it be
required. Offsetting these strengths are the impact of
competition, the challenging economic environment and rising input
costs that may constrain projected margin expansion and free cash
flow generation.  Credit challenges also include the company's
tendency to pay a large dividend and use proceeds from asset sales
to buy back common shares.

The SGL-1 liquidity rating indicates that MWV's has strong
liquidity supported by a substantial committed credit facility,
adequate cash balance, anticipated positive operating cash flow,
and the absence of any significant near term debt maturities.  
Financial covenant compliance is not expected to be problematic
and the company's significant land ownership can be used to
augment liquidity.

The stable outlook reflects MWV's stable margins and credit
protection metrics that are expected to remain consistent with the
current rating.

Downgrades:

Issuer: Charleston (County of) SC

  -- Revenue Bonds, Downgraded to Ba1 from Baa3

Issuer: Cornell (Town of) MI, Econ. Dev. Corp.

  -- Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa3

Issuer: Delta (County of) MI, Economic Devel. Corp.

  -- Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa3

Issuer: Massachusetts Development Finance Agency

  -- Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa3

Issuer: Mead Corporation (The)

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Ba1
     from Baa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

Issuer: MeadWestvaco Corporation

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1      
     from Baa3

  -- Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa3

Issuer: Ohio Air Quality Development Authority

  -- Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa3

Issuer: Ohio Water Development Authority

  -- Revenue Bonds, Downgraded to Ba1 from Baa3
  -- Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa3

Issuer: Phenix City (City of) AL, Ind. Dev. Board

  -- Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa3

Issuer: Stevenson (City of) AL, I.D.B.

  -- Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa3

Issuer: Westvaco Corporation

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

Issuer: Wickliffe (City of) KY

  -- Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa3

Assignments:

Issuer: MeadWestvaco Corporation

  -- Probability of Default Rating, Assigned Ba1
  -- Speculative Grade Liquidity Rating, Assigned SGL-1
  -- Corporate Family Rating, Assigned Ba1

Outlook Actions:

Issuer: Mead Corporation (The)

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: MeadWestvaco Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Westvaco Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: MeadWestvaco Corporation

  -- Senior Unsecured Commercial Paper, Withdrawn, previously
     rated P-3

Moody's last rating action on MWV was on April 8, 2008 when the
Baa3 senior unsecured debt ratings were placed under review for
possible downgrade.

Headquartered in Richmond, Virginia, MWV is a global packaging
company that delivers products to companies in the food and
beverage, media and entertainment, personal care, home and garden,
cosmetic and healthcare industries.  The company also operates a
consumer and office products business, a specialty chemicals
business and a land management business. Operations are located in
more than 30 countries.


MEDICAL CONNECTIONS: Posts $1.8 Million Net Loss in 1Q 2008
-----------------------------------------------------------
Medical Connections Holdings, Inc. reported its results for the
three months ended March 31, 2008. Revenue increased 45% to
$1,666,335 for the three months ended March 31, 2008 from
$1,147,829 for the three months ended March 31, 2007. The net loss
increased to $1,860,882 for the three months ended March 31, 2008
compared to a loss of $1,556,135 for the three months ended March
31, 2007. The net loss per share was $0.08 calculated with a
weighted average number of common shares outstanding of 23,783,892
for three months ended March 31, 2008 compared to a loss of $0.25
per share calculated with a weighted average number of common
shares outstanding of 6,343,356 for the three months ended March
31, 2007.

The increase in revenue was the result of a significant increase
in recruiting staff, escalation of marketing efforts and the
securing of new clients. In addition, Medical Connections has
continued to execute its business model and increase its market
position, in both the contract and permanent placement segments.

The Companys President, Anthony Nicolosi, said, "Medical
Connections has consistently increased its operations in the
medical staffing industry since we started the Company in 2002. We
continue to be optimistic with the positive results achieved in
the past three months and expect these revenue increases to
continue to be realized for the balance of 2008. The Company has
put forth a lot of effort to build its stockholders equity
strategically by keeping our liabilities down while we continue to
grow our assets."

The company also reported that its shareholders' equity as of
March 31, 2008, increased to $3,401,993 from a deficit of
$2,045,800 a year ago.

                        Going Concern Doubt

De Meo, Young, McGrath, CPA, on April 4, 2008, raised substantial
doubt about the company's ability to continue as a going concern
after auditing the balance sheet of Medical Connections
Inc., as of December 31, 2007, and the related statements of
operations, changes in stockholders' equity, and cash flows for
the year ended December 31, 2007.

The auditor pointed to the Company's dependence on outside
financing, lack of sufficient working capital, and recurring
losses from operations.

In its 2007 annual report, the Company said it has sustained
operating losses, and has little recurring revenues to sustain its
operations. The revenue stream is not sufficient to fund expenses
at this time.   "In view of these matters, realization of the
assets of the Company is dependent upon the Company's ability to
meet its financial requirements and the success of future
operations. . . .  The Company's continued existence is dependent
upon its ability to generate sufficient cash flows from equity
financing and product revenues.  The Company has issued stock and
convertible debentures to continue to fund company operations."

                   About Medical Connections

Medical Connections, Inc. is a national provider of medical
recruitment and staffing services.  Established in 2002 to satisfy
the increasing need for highly qualified healthcare professionals,
the Companys business is to identify, select and place the
industries most talented healthcare specialists, nurses,
pharmacists, physicians and hospital management executives. The
Company provides recruiting and staffing services for permanent
and contract positions, leaving options for both clients and
candidates to decide the optimal formula for working together.


MERRILL LYNCH: Moody's Chips Ratings to C on Four Cert. Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded 7 certificates from a
transaction issued by Merrill Lynch Mortgage Investors Trust.  The
transaction is backed by second lien loans.  The certificates were
downgraded because the bonds' credit enhancement levels, including
excess spread and subordination were low compared to the current
projected loss numbers at the previous rating levels.

The actions take into account the continued and worsening
performance of the transaction.  Substantial pool losses have
eroded credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

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

  -- Cl. A-1, Downgraded to B3 from Baa3
  -- Cl. A-2, Downgraded to Caa1 from Baa3
  -- Cl. M-1, Downgraded to Ca from B2
  -- Cl. M-2, Downgraded to C from B3
  -- Cl. M-3, Downgraded to C from Caa2
  -- Cl. M-4, Downgraded to C from Caa3
  -- Cl. M-5, Downgraded to C from Ca


MERITAGE HOMES: Posts $45 Million Net Loss in 2008 First Quarter
----------------------------------------------------------------
Meritage Homes Corp. reported a net loss of $45.0 million for the
first quarter ended March 31, 2008, compared to net earnings of
$15.0 million in the first quarter of 2007.  

The first quarter net loss included $60.0 million of pre-tax
charges for real estate-related and joint venture valuation
adjustments.  Before these charges, the pre-tax loss from
operations was $11.0 million in the first quarter 2008, compared
to pre-tax earnings of $40.0 million in the first quarter 2007,
before $17.0 million of similar charges.

The total charges consisted of $30.0 million for write-downs of
inventory on continuing projects, $14.0 million of walk-away costs
on terminated projects, and $16.0 million from joint venture
impairments.  First quarter 2007 pre-tax charges included
$16.0 million due to terminated projects, with the remainder due
to write-downs of inventory.

Total home closing revenue was $371.7 million for the three months
ended March 31, 2008, decreasing 35.0% from $576.1 million for the
same period last year.  The decline year over year primarily
reflects 26.0% fewer homes closed and a 13.0% reduction in average
closing price, reflecting weak demand.  Meritage's central region
experienced the greatest declines in the first quarter, primarily
in Arizona, where closings and closing revenue were lower than the
prior year's first quarter by 58.0% and 66.0%, respectively.

"We made significant progress on our objectives again this
quarter, strengthening our balance sheet and improving our
liquidity," said Steven J. Hilton, chairman and chief executive
officer of Meritage Homes.  

"We generated significant positive cash flow, paid off nearly all
of our bank debt, reduced our inventory of unsold homes, kept lot
purchases below home starts and further reduced our total lot
supply.  We maintained compliance with all of our debt covenants,
and believe we've demonstrated disciplined financial management
with the tremendous strides we've made over the last nine months."

Cash flow from operations was approximately $81.0 million for the
first quarter 2008, driven mainly by net reductions in inventory,
and tax refunds collected in the quarter, as compared to negative
cash flow from operations of $82.0 million reported in the first
quarter of 2007.

"We used the cash we generated to pay down the balance of
outstanding debt under our credit facility to just $2.0 million at
quarter-end - a net reduction of $80.0 million from Dec. 31,
2007," said Mr. Hilton.  "The first quarter 2008 culminated a
nine-month period in which we repaid more than a quarter-billion
dollars of debt."

The company had 768 unsold homes in inventory at the end of the
first quarter 2008, after net sales of 339 homes from unsold
inventory during the quarter, a reduction of 31.0%.  Half of the
total ending spec inventory consisted of completed homes, an
average of less than two per community.  At the end of the first
quarter 2007, Meritage had 1,213 unsold homes in inventory.  The
company operated 215 actively selling communities at March 31,
2008, down from 220 at Dec. 31, 2007, and 217 active communities
at March 31, 2007.

Mr. Hilton said, "We're now within our desired range of three to
four spec homes per community, and I commend our sales teams for
achieving this during very difficult market conditions."

"We purchased just 889 lots under option contracts during the
quarter, while starting 1,135 new homes.  That's 60.0% fewer lot
purchases than a year ago, with 65.0% of those lot purchases in
Texas," he continued.  

"Our objective is to limit our investment and supply of owned lots
by selling and starting more homes than we're purchasing under
option contracts.  We brought our total lot supply down to 24,591
at March 31, 2008, or about 3.4 years supply based on trailing
twelve months deliveries, with 40.0% of these owned and 60.0%
optioned.  A year ago, our total lot supply was 41,936, so we've
reduced that by 41.0% in just the last year."

"Our March 31, 2008, backlog value was $718.5 million, comprised
of 2,594 homes.  These amounts declined 43.0% and 35.0%,
respectively, compared to a year ago, consistent with the
company's softening overall order trends, but increased
sequentially from the Dec. 31, 2007 balance of 2,288 homes with a
value of $670.0 million.

Meritage was in compliance with all its debt covenants as of
March 31, 2008, and had available borrowing capacity of
$377.0 million under its $800.0 million revolving credit facility,
after considering the facility's borrowing base availability and
most restrictive covenants.  Interest coverage ratio was 1.6 times
interest incurred, based on trailing four quarters' adjusted
EBITDA.  Net debt-to-capital was 47.0% as of March 31, 2008,
compared to 49.0% at Dec. 31, 2007.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$1.6 billion in total assets, $894.8 million in total liabilities,
and $686.8 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?2c06

                       About Meritage Homes

Headquartered in Scottsdale, Ariz., Meritage Homes Corporation
(NYSE: MTH) -- http://www.meritagehomes.com/-- builds primarily  
single-family homes across the southern and western United States
under the Meritage, Monterey and Legacy brands.  Meritage has
active communities in Houston, Dallas/Ft. Worth, Austin, San
Antonio, Phoenix/Scottsdale, Tucson, Las Vegas, the California
East Bay/Central Valley and Inland Empire, Denver and Orlando.

Meritage Homes has reported four consecutive quarterly net losses
beginning in the second quarter ended June 30, 2007.

Meritage Homes is the 12th largest homebuilder in 2006, Builder
Magazine says.  Meritage had 10,487 U.S. home closings generating
$3,461,000 in revenues, according to data compiled by Builder.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's lowered the ratings of Meritage Homes Corporation,
including its corporate family rating to B1 from Ba3, and its
senior unsecured notes rating to B1 from Ba3.  The ratings outlook
is negative.


MORGAN STANLEY CAPITAL I: Fitch Cuts Rating on Classes M & N
------------------------------------------------------------
Fitch Ratings downgrades these classes of Morgan Stanley Capital I
commercial mortgage pass-through certificates series 2006-IQ12 as
follows:

   -- $6.8 million class M to 'BB-' from 'BB';
   -- $13.7 million class N to 'B' from 'BB-'.

Fitch also affirms the following classes:

   -- $45.3 million class A-1 at 'AAA';
   -- $518.1 million class A-1A at 'AAA';
   -- $70.2 million class A-2 at 'AAA';
   -- $225 million class A-NM at 'AAA';
   -- $44.5 million class A-3 at 'AAA';
   -- $88.2 million class A-AB at 'AAA';
   -- $897.6 million class A-4 at 'AAA';
   -- $173 million class A-M at 'AAA';
   -- $100 million class A-MFL at 'AAA';
   -- $242.3 million class A-J at 'AAA';
   -- $1.35 billion interest only class X-1 at 'AAA';
   -- $1.28 billion interest only class X-2 at 'AAA';
   -- $1.35 billion interest only class X-W at 'AAA';
   -- $17.1 million class B at 'AA+';
   -- $44.4 million class C at 'AA';
   -- $27.3 million class D at 'AA-';
   -- $13.7 million class E at 'A+';
   -- $23.9 million class F at 'A';
   -- $23.9 million class G at 'A-';
   -- $27.3 million class H at 'BBB+';
   -- $27.3 million class J at 'BBB';
   -- $34.1 million class K at 'BBB-';
   -- $3.4 million class L at 'BB+'.

Classes O, P, Q and S are not rated by Fitch.

The downgrades are due to loss expectations on three specially
serviced loans (1.8%).

The specially serviced loans consist of two loans (1.3%) to the
same borrower on two multifamily properties located in Memphis,
TN. The third specially serviced loan (0.5%) is secured by a
multifamily property in Chicago, IL. The loans in Memphis were
transferred to the special servicer due to monetary default. A
receiver is in place and is working to lease vacant space and
stabilize the properties. Fitch will continue to monitor updated
loss expectations.

Fitch Loans of Concern total 4.1% and include the three specially
serviced loans.

As of the April 2008 distribution report, the transaction has paid
down 0.8% to $2.71 billion from $2.73 billion at issuance.

Three loans maintain investment grade shadow ratings: Natick Mall
(8.3%), 75 Park Place (3.1%) and Scott Foresman (1.2%). The Natick
Mall, also know as the Natick Collection, is a 1.7 million square
foot (sf) regional mall located 16 miles west of Boston, MA in the
city of Natick, MA. Anchors are Macy's, Nordstrom's, Sear's, Lord
& Taylor, Neiman Marcus and JC Penney. Major tenants include Gap/
Gap Kids, Crate & Barrell and Talbots. In-line occupancy as of
12/31/2007 has increased to 96.6% from 92.2% at issuance.

The second largest shadow rated loan, 75 Park Place (3.1%), is a
574,306 sf office building located in the Financial District of
Manhattan in New York City. Occupancy as of 12/31/2007 was 96.9%,
stable since issuance.

The Scott Foresman Building (1.2%) is a 264,400 sf office building
located in the city of Glenview, IL. The property is 100% occupied
by a single tenant, Pearson PLC, on a triple-net lease until June
2020.


MSGI SECURITY: March 31 Balance Upside Down by $2 Million
---------------------------------------------------------
MSGI Security Solutions Inc. (OTCBB: MSGI) reported financial
results for the third fiscal quarter ended March 31, 2008.

Revenue for the three months ended March 31, 2008 was $4,025,600.
Revenue for the previous fiscal year quarter was inconsequential
at $100,000.

For the three months ended March 31, 2008, loss from operations
was ($1,191,205) as compared to loss from operations of
($1,079,589) for the same quarter in 2007. The $111,616 increase
in loss of operations was primarily related to increases in
certain infrastructure costs and equity based compensation
charges, offset in part by the gross profit earned on the sales in
the current quarter.

During the three month period ended March 31, 2008, the Company
recognized approximately $2.1 million in non-cash expenses
resulting from the accretion of certain debt discounts, the
amortization of deferred expenses related to the debt, SFAS 123(R)
expenses for stock options and stock compensation accruals and the
fair value of certain put options issued in the Series H
Convertible Preferred Stock issuance transaction.

The Company reported a net loss applicable to common stockholders
of ($2,797,272) million for the third fiscal quarter. The current
quarter net loss compares to a net loss of ($1,955,911) for the
third fiscal quarter 2007.

Cash and equivalents as of March 31, 2008 were $2.3 million
including $1.5 million in restricted cash. Accounts receivable
totaled $4.1 million at March 31, 2008.

As of March 31, 2008, the company had $10.1 million total assets
and $12.1 million total liabilities, resulting in a stockholders'
deficit of $2 million.

The Company's commitment to invest $2.5 million in Current
Technology Corporation (CRTCF:OB) appears on its balance sheet as
$1.5 million representing the amount paid as of March 31, 2008. As
of the date of May 15, 2008, the company's significant minority
interest in Current Technology is now worth $15 million based upon
its quoted market price.

To supplement MSGI's consolidated financial statements presented
in accordance with GAAP, MSGI is providing certain non-GAAP
measures of financial performance. These non-GAAP measures include
non-GAAP net loss and non-GAAP loss per share. MSGI's reference to
these non-GAAP measures should be considered in addition to
results prepared under current accounting standards, but are not a
substitute for, nor superior to, GAAP results. These non-GAAP
measures are included to enhance investors' overall understanding
of MSGI's current financial performance. Specifically, the Company
believes the non-GAAP measures provide useful information to
management and to investors by isolating certain expenses, gains
and losses that may not be indicative of its core operating
results and business outlook.

SELECT NON-GAAP RECONCILIATION  
For the Three Months Ended March 31,  

                                             2008          2007
                                             ----          ----
Net Loss                             ($2,797,272)  ($1,955,911)  
Adjustments:     
   Non-cash Stock-based expenses-Apro     326,619             -  
   Non-cash Stock-based compensation      123,203       140,208  
   Non-cash Depreciation & amortization   161,328        83,129  
   Non-cash expense for put options     1,150,000             -  
   Non-cash expense for shares issued     536,421             -  
   Non-cash interest expenses             109,038       576,792  
Total adjustments                      2,406,609       800,129  
Non-GAAP adjusted loss                 ($390,663)  ($1,155,782)  

Jeremy Barbera, Chairman and CEO commented, "Last month, MSGI
announced that it had executed a $40 million contract with a Korea
based technology partner to manufacture and supply the military
with proprietary touch screen systems. The initial $40 million
order is expected to be completed this year and is part of a five-
year contract. We are hopeful that the new line of military
products and services will increase in volume and scope with
successful reports of live use in the battlefield. This is our
second material multi-year contract, as we are currently executing
and making deliveries upon the requirements of last year's $15
million sub-contracting agreement with Apro Media Corp.

"Earlier this year MSGI announced an expansion of our mission
critical wireless product offerings by taking a significant $2.5
million minority investment in Current Technology Corporation
(OTCBB: CRTCF). Current Technology subsequently acquired a 51%
stake in Celevoke, Inc., developers of a proprietary GPS asset-
tracking platform hosting a variety of marquee clients including
General Electric, Travelers Group, CrimeStopper, News Corp.,
Tracell and many others. In recent weeks Current Technology has
themselves announced initiatives in Latin-American markets where
the use of GPS technology has become mandated by law, as well as
significant domestic client victories with the risk control unit
of Travelers Group, and the Federal Credit Union of 20th Century
Fox.

"As part of our strategic investment, Current Technology has
agreed to outsource 25% of its GPS asset-tracking business to MSGI
for a period of three years. Our investment of $2.5 million in
Current Technology is now worth $15 million as of [May 15, 2008].

"Our strategic objective is to utilize innovative, patented mobile
technology to provide protection and risk mitigation for valuable
assets, critical infrastructure and high-ranking government
executives. This network of wireless applications will eventually
expand to form an unprecedented global security platform, which we
call LSAD: Land-Sea-Air-Defense."

                       About MSGI Security
  
MSGI Security Solutions Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- provides of proprietary security    
products and services to commercial and governmental organizations
worldwide.  MSGI is developing a combination of innovative
emerging businesses that leverage information and technology with
a focus on encryption technologies for actionable surveillance and
intelligence monitoring.  The company is headquartered in New York
City where it serves the needs of counter-terrorism, public
safety, and law enforcement in the United States, Europe, the
Middle East and Asia.

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Amper, Politziner & Mattia, P.C., in Edison, N.J., expressed
substantial doubt about MSGI Security Solutions Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditing frim stated that the company has suffered
recurring losses and negative cash flows from operations.


NESTOR INC: Posts $2,505,000 Net Loss in 2008 First Quarter
-----------------------------------------------------------
Nestor Inc. reported a net loss for the quarter ended March 31,
2008, of $2,505,000, compared to a net loss of $1,509,000 in the
first quarter of 2007.  

Results for the first quarter of 2008 and 2007 included non-cash
derivative instrument of $550,000 and $1,329,000, respectively.  
Amortization of debt discount expense was $1,008,000 for the
quarter ended March 31, 2008, and March 31, 2007.

Total revenues for the three-month period ending March 31, 2008,
increased 22.0% to $2,898,000 from $2,381,000 in 2007.  The
company says this growth reflects the continued increase in
installed systems, with 309 installed CrossingGuard units and 8
installed Poliscan units generating revenues at March 31, 2008, as
compared to 217 installed CrossingGuard units and 11 installed
Poliscan units at March 31, 2007.  

Modified EBITDA for the quarter ended March 31, 2008, was a loss
of $153,000 compared to a loss of $437,000 in the comparable 2007
period.  

Clarence A. Davis, chief executive Officer of Nestor Inc., stated,
"The results reported for the first quarter of 2008 represent
continued improvement realized by the company.  We are pleased to
note that we added eight new approaches with two new customers in
Diboll, Texas and San Juan Capistrano, California during the
quarter and will add 18 to 22 approaches in Grand Prairie, Canada
in the second quarter.  

"Although we are disappointed that we were unable to maintain the
continued listing requirements from the NASDAQ Capital Market, we
are pleased that our stock continues to be traded on a real-time
basis over the Bulletin Board.  Investors should see no meaningful
difference in their ability to trade or track our common stock.

The company reported a loss from operations for the quarter ended
March 31, 2008, of $1,328,000 compared to a loss from operations
of $1,282,000 in the first quarter of 2007.  The loss from
operations included a non-cash charge of $180,000 for share-based
compensation in the first quarter of 2008 compared to $140,000 in
the first quarter of 2007.  

The company had cash and cash equivalents of approximately
$1,239,000 at March 31, 2008, compared to $3,135,000 at Dec. 31,
2007.  

                        Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$23,441,000 in total assets, $22,827,000 in total liabilities, and
$614,000 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $5,810,000 in total current assets
available to pay $4,239,000 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2c0e

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 24, 2008,
Carlin, Charron, & Rosen LLP expressed substantial doubt about
Nestor Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
fiscal year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations.

The company has incurred significant losses since inception and
has an accumulated deficit of $79,007,000 through March 31, 2008.

                        About Nestor Inc.

Nestor Inc. (OTC BB: NEST) -- http://www.nestor.com/- provideds  
advanced automated traffic enforcement solutions and services to
state and municipal governments.  


NEVADA POWER: S&P Lifts Corp. Credit Rating to BB from BB-
----------------------------------------------------------
Standard & Poor's Ratings Services raised Sierra Pacific
Resources' corporate credit rating to 'BB' from 'BB-'.  At the
same time, the secured ratings at Nevada Power Co. and Sierra
Pacific Power Co. were raised to 'BBB' from 'BB+' The recovery
rating was revised to '1+' from '1', indicating the highest
expectation of full recovery in the event of a payment default.  
Unsecured notes at NPC were raised to 'BB+' from 'BB', and
unsecured notes at SPR were raised to 'BB' from 'BB-'.  The
outlook is stable.
     
"The upgrades reflect the substantial progress made by the company
to secure additional generating resources and reduce short
positions, adequately hedge market exposures, reduce financial
leverage, and constructively manage regulatory risk by working
with the Public Utilities Commission of Nevada and the legislature
to support timely cost recovery," said Standard & Poor's credit
analyst Antonio Bettinelli.
     
Favorable developments in 2007 include the Public Utilities
Commission of Nevada ruling in NPC's general rate case, the
passage of two credit-enhancing pieces of legislation, and the
commission's June 22 final order approving NPC and SPPC's combined
financing plans.  The company has also made steady progress in
reducing its dependence on the volatile wholesale power market
through a massive power plant construction and acquisition program
and a strong hedging policy that mitigates 75% of market
fluctuations in advance of expected loads.  Supportive regulatory
developments are balanced against a daunting capital expenditure
program of $8.5 billion -- including $1.9 billion for part of the
Ely Energy Center -- over the next five years that will challenge
the company to significantly improve its credit metrics.  Adjusted
debt to total capital was 63% as of Dec. 31, 2007.

NPC and SPPC provide electricity in southern Nevada and northern
and western, central, and northeastern Nevada, respectively,
including the cities of Reno and Carson City and the Lake Tahoe
area in California.


NEW CENTURY: Court Approves Grant Thornton as Tax Accountant
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave New
Century Financial Corporation and its debtor-affiliates permission
to employ Grant Thornton LLP as their tax accountant.

As previously reported in the Troubled Company Reporter, the
Debtors tapped Grant Thornton to provide general tax services
before their bankruptcy filing.  As a result, the firm has
developed considerable knowledge of the Debtors' operations and
finances and is well positioned to serve as their tax accountant,
Ms. McCarthy points out.

Grant Thornton will:

   (a) prepare the Consolidated U.S. Corporation Income tax
       Return on Form 1120, including Schedules M-3 for the year
       ending December 321, 2006, and, if requested by the
       Debtors, for the year ending December 31, 2007;

   (b) prepare any applicable state tax returns;

   (c) assist with the calculation of estimated 2007 federal and
       state quarterly estimated tax payments;

   (d) provide general corporate tax consulting, including
       potential bankruptcy tax-related issues.

The Debtors have sought to retain accounting professionals in
addition to Grant Thornton.  They believe it is in the best
interest of the estates to have different firms work on different
projects depending on the size of the matter involved and the
respective expertise of different accounting professionals.  The
Debtors represent that they will take steps to make certain that
the services to be rendered by Grant Thornton will not duplicate
the services to be rendered by any other professionals employed
by the Debtors.

The Debtors will pay Grant Thornton in accordance with its hourly
rates, and reimburse expenses incurred in providing the services.  
The rates are:

              Partner/Director             $530 - $715
              Senior Manager               $465 - $550
              Manager                      $405 - $460
              Senior Associate             $305 - $385
              Associate                    $215 - $250
              Administrative/               $75 - $175
                 Paraprofessional

Grant Thornton was owed $10,800 as of the Petition Date for
services provided prepetition.  To ensure compliance with Section
327(a) of the Bankruptcy Code, the firm will waive any claim it
may have with respect to the amount.  During the 90 days before
the Petition Date, the Debtors paid invoices amounting to
$943,250 to Grant Thornton.

Don W. Dahl, a partner at Grant Thornton, discloses that the firm
has in the past worked with, continues to work with, and has
mutual clients with, certain law firms who represent parties-in-
interest in the Debtors' Chapter 11 cases.  None of the
engagements or relationships relate to the Debtors' cases and the
firm will not represent parties-in-interest in matters relating
to the cases, he adds.

The firm held no interest materially adverse to the Debtors or
their estates, Mr. Dahl told the Court.  He attested that the firm
is a disinterested person, as the term is defined in Section
101(14).

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real    
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NOBLE INTERNATIONAL: No Longer Subject to Nasdaq Delisting
----------------------------------------------------------
Noble International, Ltd. said it received notice from the Nasdaq
Stock Market that, as a result of the recent additions of Gerard
Picard, Richard McCracken and James Thomas to Noble's Board of
Directors, Noble has complied with the continued listing
requirements of the Nasdaq marketplace rules. As a result, Noble
is no longer subject to delisting from the Nasdaq Global Select
Market for non-compliance with audit committee or independent
director requirements. Noble's Board of Directors is now composed
of 7 members, 4 of whom are independent under the Nasdaq
Marketplace Rules.

Headquartered in Warren, Michigan, Noble International Ltd. --
http://www.nobleintl.com-- is a service provider of tailored   
laser welded blanks, tubular products, and roll-formed products
for the automotive industry.  Noble utilizes laser-welding, roll-
forming, and other technologies to produce flat, tubular, shaped
and enclosed formed structures used by original equipment
manufacturers or their suppliers in automobile body applications,
including doors, fenders, body side panels, pillars, bumpers, door
beams, load floors, windshield headers, door tracks, door frames
and glass channels.  The customers include General Motors,
DaimlerChrysler, Ford, Honda, Volkswagen and Nissan.  The company,
as a Tier I and a supplier to Tier I companies provide prototype,
design, engineering, laser welded blanks and tubes, roll-formed
products and other automotive component services.  In October
2006, the company acquired Pullman Industries Inc.  In August
2007, it acquired ArcelorMittal's Tailored Blank Arcelor laser
welding operations.


PAPPAS TELECASTING: CEO Forced to File Chapter 7 Petition
---------------------------------------------------------
Harry J. Pappas, the CEO and chairman of Pappas Telecasting Inc.
and its debtor-affiliates, was the subject of a petition for
Chapter 7 liquidation filed by creditors before the U.S.
Bankruptcy Court for the District of Delaware.

Mr. Pappas' wife Stella was also subject of the involuntary
petition, according to Broadcasting & Cable.

John Eggerton at Broadcasting & Cable reports that Mr. Pappas
vowed to fight to have the Chapter 7 petitions dismissed, but
added that they may be converted to Chapter 11.

Steve Alfieres, vice-president for the company, did not return any
comments on the filing, The Associated Press says.

The Petitioning Creditors have asked the Bankruptcy Court to
appoint Interim Trustee to manage Mr. Pappas' assets.  The
Creditors have also asked the Court to limit Mr. Pappas' use of
funds.

The Court will consider the Creditors' requests at a May 20
hearing.

The Petitioning Creditors are Fortress Credit Opportunites I LP,
Fortress Credit Opportunites II LP, Ableco Finance LLC and Silver
Oak Capital.  John H. Knight, Esq., at Richards Layton & Finger,
represents the Fortress Creditors.  Adam G. Landis, Esq., at
Landis Rath & Cobb LLP, in Wilmington, represents Ableco and
Silver Oak.

                      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.


PARADISE MUSIC: Files 2006 Annual Report; Has Going Concern Doubt
-----------------------------------------------------------------
Paradise Music & Entertainment, Inc., on March 31, 2008, filed
with the U.S. Exchange Commission its financial statements for the
year ended Dec. 31, 2006.

The company's auditor, Tinter Scheifley Tang LLP in Denver, Colo.,
expressed substantial doubt on Paradise Music's ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditor pointed to the company's operating losses, negative
working capital, and stockholders' deficit.

                            Financials

For the year ended Dec. 31, 2006, the company posted a $76,670 net
loss on $3,178,377 of sales compared with a $124,411 net loss on
$2,915,698 of sales for the same period ended Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed $1,713,615 in
total assets and $9,358,174 in total liabilities, resulting in a
$7,644,559 stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $1,004,900 in total current assets available to pay
$8,691,355 in total current liabilities.

                         Subsequent Events

1. Election of Board Members

Paradise Music's board of directors elected on Feb. 2, 2007, Paul
Lisak, M.S., R.E.H.S, to fill the vacant board seat previously
held by Kelly T. Hickel.  Mr. Lisak, age 62, retired in 2002 as
Los Angeles County's hazardous materials control manager.  He has
over 30 years of service devoted to the administration and
management of public health.

Winston "Buzz" Willis was also elected to fill the vacant board
seat that he previously held prior to his resignation in June
2006.  Mr. Willis was the youngest vice president at RCA and was
the founder of the Black Music Division of RCA Records.  From the
late 1970s to the early 1980s, he served as senior vice president
of American operations of Phillips Electronics Corp., the parent
of Polydor/Polygram Records.

Julia Belden was elected as the company's treasurer in addition to
the position of secretary, which she has held since June 15, 2006.

Patty Werner-Els was elected to the position of president of
Environmental Testing Laboratories, Inc., known as ETL, the
company's subsidiary.  Ms. Werner-Els has been employed at ETL for
17 years.

2. Series C Preferred Stock

At the Feb. 2, 2007, board meeting, the board granted 85,000
shares of the Series C Preferred stock to the officers and
directors.  Subsequent to the meeting, the company erroneously
reported in an 8-K that the shares were granted as options.  The
fair market value of the shares was $93,500 and the shares were
issued in December 2007.

3. ETL Chairman Resignation and Appointment

Richard P. Rifenburgh resigned on Oct. 10, 2007, as chairman and
chief executive officer of ETL.  Kelly T. Hickel was appointed
chairman and chief executive officer of ETL at the time of Mr.
Rifenburgh's resignation.

Upon his appointment, Mr. Hickel was granted 50,000 shares of the
Series C Preferred stock. Fair market value of the shares on Oct.
10, 2007, was $50,000.

Mr. Rifenburgh maintains his position as Paradise Music's chairman
of the board and other positions he has held since June 2006 and
the position of vice chairman, which he has held since 2001.

4. Asset Sale

In November 2007 the company sold its discontinued operations
(Inactive Subsidiaries) to a third party.  Although the Inactive
Subsidiaries have not conducted operations since 2002 or earlier,
the liabilities of the Inactive Subsidiaries have been reflected
on Paradise Music's balance sheet, as its financial statements
have been consolidated with those of the Inactive Subsidiaries.

5. Shares as Payment for Services

In December 2007, the company issued 125,000 shares of Series C
Preferred Stock in lieu of payment for services rendered during
fiscal year 2007.  The shares were granted by the board of
directors on Oct. 10, 2007, and the fair market value was
$125,000.  The company did not name the receiver of the shares.

6. Additional $100,000 Loan

One private investor loaned the company an additional $100,000
during 2007.  In consideration for this loan, the board of
directors on Oct. 10, 2007, approved the conversion of all his
previously held warrants into 48,000 shares of Series C Preferred
Stock at a fair market value of $48,000.

7. $10,000 Loan

In June 2007 one of the company's officers loaned Paradise Music
$10,000 at an interest rate of 10%.

8. Capstone's 15,000 Preferred Shares

In December 2007, the company's senior lender, Capstone Business
Credit, LLC, received 15,000 Series C Preferred Stock as
consideration for amending the company's loan agreements.  The
board of directors approved the grant on Oct. 10, 2007, and the
fair market value of the shares was $15,000.

9. Loan Agreements Amendment

In December 2007, Porter Capital Corporation further amended the
existing loan agreements, restating the term of the payments and
releasing the security interest of Paradise Music's subsidiary,
ETL, and received 39,300 Series C Preferred Stock as consideration
for amending the company's loan agreements.  The board of
directors approved the grant on Oct. 10, 2007, and the fair market
value of the shares was $39,300.

10. ETL $197,300 Notes

In December 2007 and January 2008, an investment fund invested a
total of $197,300 to PDSE's subsidiary, ETL, in the form of two-
year notes with warrants.  The notes, including payments,
principal and interest may be paid in cash or stock.  The
investment was placed in anticipation of PDSE spinning out ETL
into a separate public company.  

In January 2008, the decision was made, instead, to negotiate with
that fund for potential additional investment directly into PDSE
and the notes were moved up from the subsidiary to PDSE.  

In consideration, the board of directors approved on Jan. 31,
2008, the grant to the investment fund of 30,000 shares of Series
C Preferred Stock at a fair market value of $33,000.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?2b07

               About Paradise Music & Entertainment

Based in Pompano Beach, Fla., Paradise Music & Entertainment Inc.
(Pink Sheets: PDSE.PK) is a diversified holding company that,
through its wholly owned subsidiary, Environmental Testing
Laboratories Inc., operates in the environmental testing industry.  
The company is seeking to attract and subsequently acquire
additional companies operating in the environmental testing
industry and manufacturing industries.  The company operates
offices in New York and Colorado.


PERFORMANCE TRANS: Black Diamond Seeks Independent Plan Committee
-----------------------------------------------------------------
Black Diamond Commercial Finance, L.L.C., agent for Performance
Transportation Services Inc.'s postpetition secured lenders and
first priority prepetition secured lenders, asks the U.S.
Bankruptcy Court for the Western District of New York to require
the board of directors of Performance Logistics Group, Inc., to
appoint a committee of independent directors for all matters
relative to the formulation and development of a plan in the
Debtors' Chapter 11 cases.

Bbefore their second Chapter 11 filing, the Debtors engaged in
negotiations with Allied Systems Holdings, Inc., regarding
Allied's acquisition of the Debtors pursuant to Section 363 of the
Bankruptcy Code.

On behalf of Black Diamond, William J. Brown, Esq., at Phillups
Lytle LLP, notes the Debtors and Allied, who is the Debtors' main
competitor in the automobile-hauling market, have the same
majority owner, the Yucaipa Companies.  As a result, a number of
directors on the Debtors' board of directors also serve on the
board of Allied or are affiliated with Yucaipa.  Three directors
in the PLG Board serve on the Allied, and one director in the PLG
Board is a principal at Yucaipa.

Mr. Brown also recounts that in November 2007, the Debtors sought
the Court's permission to sell their assets at an auction, where
Allied would be the stalking horse bidder.  Black Diamond and
other parties objected to the sale, citing that there should be
an opportunity for a non-conflicting party to become a stalking
horse bidder.  At the sale hearing, the Debtors' second lien
lenders argued that, given the overall control by Yucaipa of the
two companies, the PLG Board's controlling members had "perverse
incentives," because even "[i]n the worst case scenario if the
debtor's reorganization effort fails, Allied is the remaining
player in this space.  Yucaipa can cry all the way to the bank."  
On December 10, 2007, Allied told parties that it would not
execute a sale agreement with the Debtors.

On January 15, 2008, the Debtors said the PLG Board had resolved
to -- (a) increase the number of directors on the Board from five
to seven; (b) elect Richard Nevins and Sam Woodward to serve as
independent directors of PLG; (c) create the Sale Committee for
the purposes of reviewing and considering any proposed
transaction or transactions for the sale of all or substantially
all of the Debtors' assets; and (d) appoint the Independent
Directors as sole members and co-chairpersons of the Sale
Committee.  The Debtors said the Sale Committee would have and
may exercise, at its election and in its sole discretion, the
full and complete power and authority of the Board in respect of
the matters regarding the consideration of any proposed
transaction or transactions for the sale of all or substantially
all of the Debtors' assets.  The Debtors said the appointment of
a Sale Committee "resolves a number of the concerns of parties
who felt that the involvement of Yucaipa as our controlling
shareholder would somehow undermine the ability to do a full and
fair sale process."

On February 15, 2008, the Debtors filed a second motion to set
asset sale procedures, which set a March 11 bid deadline, and a
March 14 auction.  Prior to the bid deadline, the Debtors
received two proposals, including one from Black Diamond.

However, according to Mr. Brown, without prior notice to any
bidder or constituency, on March 11, 2008, the Debtors notified
the Court and all interested parties that they would not be
conducting the auction, on the basis that the proposals received
contained certain contingencies that precluded them from being
considered qualified bids.  Since that filing, Black Diamond has
been discussing with the Debtors a proposal for a plan of
reorganization, largely premised on the proposal it had submitted
pursuant to the second disposition procedures.

According to Mr. Brown, in early April, having ended the sale
process in favor of the plan process, the Debtors advised their
major creditor constituencies that the full Board, rather than
the Sale Committee, would be working with management on the
Debtors' plan negotiations.  Black Diamond opposes this.

Black Diamond asserts the same issues and concerns that led the
Debtors to conclude that the appointment of a Sale Committee
mandate that an independent committee be vested with the sole
decision-making power and authority for the Debtors in connection
with plan matters.

Mr. Brown avers the common equity ownership of Allied and the
Debtors, the overlapping boards of directors, the competitive
nature of the relationship between Allied and the Debtors and the
other disabling conflicts and facts, all mean that the Debtors'
Board does not have the proper incentive to maximize the value of
the Debtors' estates through a plan of reorganization.

Mr. Brown cites, among other things, that Yucaipa's stock is
hopelessly out of the money and stands no chance of recovery in
the Debtors' cases.  However, due to its substantial stake in
benefiting the interests of Allied, Yucaipa refuses to establish
a Plan Committee and insists that it control the plan process.  
He notes Allied (i) stands to gain significant business if the
restructuring efforts of the Debtors, their primary competitor,
are not successful; (ii) will benefit from a delay in the
Debtors' successful emergence as it would result in increased
costs for the Debtors and uncertainty among their customers.

Black Diamond asserts the possible ulterior motive of Yucaipa to
see the Debtors fail to the benefit of Allied is entirely the
wrong incentive and must be remedied.  It adds that, in the
absence of any factual record, it is unable to determine
conclusively but reasonably assumes that the relationship between
the Debtors, Yucaipa, and Allied will taint the plan process, all
to the detriment of the Debtors' estates.  Based on the conflict
of interest, the Court should order the appointment of a Plan
Committee, Mr. Brown asserts.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Committee, Lender Groups Support Plan Panel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors, the CIT
Group/Business Credit, Inc., Bayerische Hypo-und Vereinsbank AG,
New York Branch, and join Black Diamond Commercial Finance,
L.L.C., in its request to require the board of directors of
Performance Logistics Group, Inc., to appoint a committee of
independent directors for all matters relative to the formulation
and development of a plan in the Debtors' Chapter 11 cases.

Black Diamond Commercial Finance, L.L.C., is the agent for
Performance Transportation Services Inc.'s postpetition secured
lenders and first priority prepetition secured lenders.

The CIT and HVB, the revolving lenders under the First Lien
Credit Agreement, say the Debtors' bankruptcy cases need a Plan
Committee to address the conflict among the Debtors, Yucaipa, and
Allied.

The Creditors Committee wants a Plan Committee but says the
entity should have the authority to initiate the assumption,
modification or rejection of a collective bargaining agreement
pursuant to Section 1113 of the Bankruptcy Code.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: DE Shaw Wants to Operate Reorganized Company
---------------------------------------------------------------
D. E. Shaw Laminar Portfolios, L.L.C., the beneficial owner of a
majority of the second lien debt issued pursuant to that certain
Second Lien Credit and Guaranty Agreement entered into by
Performance Transportation Services Inc., says it is interested in
operating reorganized PTS II.

Robert K. Dakis, Esq., at Quinn Emanuel Urquhart Oliver & Hedges,
LLP, in New York, relates the Second Lien Lenders have taken
concrete and affirmative steps to advance their ability to own
and successfully operate reorganized PTS, including:

     * Teaming up with an experienced industry executive, who
       would be a senior manager in the reorganized company;

     * Spending thousands of hours developing a comprehensive
       business plan for the reorganized company; and

     * Meeting with the Debtors' key original-equipment-
       manufacturer customers, i.e., the auto makers, to
       demonstrate their commitment to PTS, and to gain the
       customers' support.

As a result of these painstaking efforts, the Second Lien Lenders
were able to negotiate and execute agreements with the Debtors'
key OEM customers constituting a majority of the Debtors'
consolidated revenue, which would provide reorganized PTS with
significant cost savings, additional capital, and a bona fide
chance of future success, Mr. Dakis asserts.  "Simply stated, the
Second Lien Lenders have a vision for the company, the backing of
a majority of the Debtors' key customers, and the commitment to
implement a successful reorganization."

According to D.E. Shaw, Black Diamond Commercial Finance, L.L.C.,
on the other hand has no business plan.

Black Diamond, the Debtors' DIP Lender and Agent, has submitted a
bid to purchase substantially all the Debtors' assets.

D.E. Shaw adds that Black Diamond has no vision for the future or
an alliance with experienced industry executives.  "It is
patently clear that Black Diamond does not have the operational
know-how to maximize value for all stakeholders," Mr. Dakis
avers.  "Black Diamond is no better equipped to own and operate
the Debtors than a toddler is to run Berkshire Hathaway."

D.E. Shaw is opposed to a request by Black Diamond for an
appointment of a Plan Committee to oversee the plan process and
address potential conflicts with Yucaipa Cos. and Allied Systems
Holding, Inc.  Yucaipa owns majority of the stock of the Debtors
and Allied.  Allied is the Debtors' primary competitor in the
hauling business, and have submitted an offer to purchase the
Debtors'
business, but later retracted the offer.

The Second Lien Lenders want a Chapter 11 trustee or an examiner  
and wants the termination of the Debtors' exclusive rights to
file a Chapter 11 plan.  D.E. Shaw says it needs an independent
fiduciary to oversee the plan process, as well as the ability to
file their own plan of reorganization.  

Granting the Black Diamond Motion will not promote a successful
reorganization effort; it will hinder one, D.E. Shaw says.
"Ousting Yucaipa so that Black Diamond can take its place as the
Debtors' sole puppet master will ensure that only Black Diamond
and not the Debtors' estates will benefit from any plan filed in
the Chapter 11 cases."

Mr. Dakis tells the Court the Debtors have not made enough
progress in the six months of their second Chapter 11 filing in
less than 18 months.  Mr. Dakis avers, in the absence of an
independent fiduciary to supervise the plan process, the Debtors'
Chapter 11 cases are headed toward an expensive and contentious
confirmation battle, if not liquidation of the Debtors first, at
the expense of the employees, who will suffer the consequences.  

Mr. Dakis adds that if the Court does not elect to appoint a
Chapter 11 Trustee, it should appoint an examiner to:

   1. investigate and report on whether the Debtors are taking
      all possible measures to maximize the value of their
      estates;

   2. monitor and police the Debtors' conflicts; and

   3. serve as an intermediary between the Court and the parties
      to facilitate the process of proposing and confirming a
      plan of reorganization.

D.E. Shaw has the undisputed right to an examiner because the
Debtors' fixed, liquidated, unsecured debts, other than debts for
goods, services, or taxes, or owing to an insider, exceed
$5,000,000, Mr. Dakis notes.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Balks at Proposal to Appoint Plan Committee
--------------------------------------------------------------
Performance Transportation Services Inc. and its affiliates ask
the U.S. Bankruptcy Court for the Western District of New York to
deny Black Diamond Commercial Finance, L.L.C.'s request to appoint
a Plan Committee.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
argues the request engages in a dubious reading of a general
statute and the authority of one clearly distinguishable case to
force the Debtors to make fundamental changes to their governance
based on allegations about a potential conflict of interest known
to Black Diamond for more than a year.  Mr. Graber tells the
Court that the request should be denied because:

   a. Black Diamond does not establish grounds for relief under
      the Bankruptcy Code;

   b. The PLG Board has acted properly and unanimously throughout
      the Debtors' Chapter 11 cases; and

   c. The PLG Board has full authority as a fiduciary to act
      notwithstanding the Black Diamond allegations.

Mr. Graber says that the relevant authority and cases relied upon
by Black Diamond to support its request does not provide support
for the notion that PLG's current board of directors can be
stripped of its authority based on Black Diamond's
unsubstantiated suspicion that some of the directors may breach
their fiduciary duties.

The PLG Board elected Richard Nevins and Sam Woodward to serve as
independent directors of PLG.  The election demonstrated the
Debtors' commitment to address conflicts on the PLG Board,
Mr. Graber relates.  The Independent Directors served as the sole
members of the committee created by the PLG Board to review any
proposed transaction for the sale of all or substantially all of
the Debtors' assets.

Mr. Graber notes Black Diamond fails to consider that the terms
of the DIP Financing it has provided left the Debtors little
choice but to pursue a sale to Allied, the only party that would
offer a term sheet on short notice.  He notes Allied, at this
point, has not given any indication that it wants to acquire the
Debtors, whether as an asset purchase of a plan sponsor.

The Teamsters National Automobile Transporters Industry
Negotiating Committee tells the Court that the request for a Plan
Committee should be denied because it seeks to usurp functions
reserved by the Bankruptcy Code to the debtors-in-possession or
to a trustee.

Frederick Perillo, Esq., at Previant, Goldberg, Uelman, Gratz,
Miller and Brueggeman, S.C., in Milwaukee, Wisconsin, relates the
period in which the Debtors have the exclusive right to file a
plan of reorganization will expire on June 30, 2008, yet.

Black Diamond, to support its request, relies heavily upon a
false analogy of the Plan Committee to the Debtors' creation of a
committee to effectuate a sale of all the Debtors' assets,
Mr. Perillo further relates.  The analogy is wholly without merit
because the two processes relate to -- have virtually nothing in
common, he says.  The Debtors had power over the Sale Committee,
while the proposed Plan Committee is not subject to correction by
the PLG Board.

Mr. Perillo reminds the Court that the Teamsters did raise the
element of conflict of interest in opposing the Debtors' request
to approve a bonus plan to certain managers of the Debtors; and
the Court overruled the objection.  It follows, he contends that
if there is no conflict sufficient to prevent rewarding
management with incentives to maximize value, then it cannot be
that a sufficient conflict exists to prevent management from even
trying to maximize value in fact.  "Otherwise the Court is in the
truly ridiculous position of having granted management's own
motion that it should be richly rewarded for reorganizing itself
and then shortly thereafter granting a motion to remove all such
powers from management on the grounds that it has an overriding
incentive to sabotage that reorganization," he says.

Every creditor and constituency was aware, since the inception of
the Debtors' Bankruptcy cases, of the alleged potential conflict
of interests of the Yucaipa directors on both Allied's and PTS'
boards, Mr. Perillo relates.  Their silence or active support of
the Bonus belies the motivation for establishing a Plan
Committee: the request is thus merely about who will control the
plan process using the Debtors' exclusivity, and not about
avoiding alleged conflicts or maximizing estate value, he
contends.
                                                                    
Mr. Perillo asserts that because Black Diamond made the request,
it has the burden of proof that its allegations are true and that
they warrant the relief sought.  Instead, however, Black Diamond
attempts to argue that the absence of any factual record allows
it to reasonably assume that the relationship between the
Debtors, Yucaipa, and Allied will taint the plan process, he
relates.

Mr. Perillo says the Bankruptcy Code already provides ample
avenues for Black Diamond to protect its rights, including:

   1. requesting for the termination of the Debtors' exclusivity
      period; to engage in plan discussions with whomever it
      chooses; and to oppose the Debtors' eventual plan on any
      ground permitted in the Bankruptcy Code, including bad
      faith;

   2. requesting for the appointment of a trustee or examiner;
      and

   3. developing a factual record by taking discovery.

If any Plan Committee is to be appointed, it should be appointed
by the United States Trustee, Mr. Perillo asserts.  It should be
required to report to the Court on a regular, frequent basis,
with opportunity for all parties to inspect its activities and to
make pertinent objections.

According to Mr. Perillo, the Plan Committee's powers should
include no more than formation of a disclosure statement and
plan; the filing of those documents; and the presentation of the
motion for approval and confirmation respectively.

No other powers of the Debtors should be conferred upon the Plan
Committee, and it should be specifically prohibited from seeking
any other form of relief regarding the Debtors' employees,
suppliers or customers under any provision of the Bankruptcy Code
from interfering in any manner with the operations of the
Debtors, Mr. Perillo asserts.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PILGRIM'S PRIDE: Completes $177MM Offering of 7.5 Million Stock
---------------------------------------------------------------
Pilgrim's Pride Corporation completed a public offering of
7.5 million shares of common stock for total consideration to
Pilgrim's Pride of approximately $177 million.

Pilgrim's Pride will use the net proceeds of the offering to
reduce outstanding indebtedness under its credit facilities and
for general corporate purposes.

Lehman Brothers Inc. acted as the sole underwriter for the
offering.

Copies of the prospectus supplement and accompanying base
prospectus relating to the offering may be obtained from Lehman
Brothers at:

     Lehman Brothers
     c/o Broadridge
     1155 Long Island Avenue
     Edgewood, NY 11717
     Tel 1-888-603-5847 (toll free)

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                         *     *     *

As reported in the Troubled Company Reporter on May 16, 2008,
Moody's Investors Service stated that Pilgrim's Pride's recent
common equity issuance, while positive for the company's
liquidity, has not at this point had an impact on its ratings
including the Ba3 corporate family rating or on Moody's ongoing
review of those ratings for possible downgrade that began on
April 16, 2008.


PILGRIM'S PRIDE: S&P Holds 'BB-' Credit Rating on Stock Sale
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating and other ratings on Pilgrim's Pride Corp.
About $2 billion of debt (adjusted for capitalized operating
leases, pension and postretirement obligations, and accounts
receivable securitization) of Pittsburg, Texas-based Pilgrim's
Pride was outstanding at March 29, 2008.  The outlook is negative.
     
The rating affirmation follows the company's announcement that it
had agreed to sell about 7.5 million shares of common stock.  The
sale is expected to close on May 16, 2008, with proceeds used to
reduce debt outstanding under its credit facilities, as well as
for general corporate purposes.  "We expect that a large portion
of the proceeds will be applied to debt repayment," said Standard
& Poor's credit analyst Jayne M. Ross.
     
"While we view the planned debt repayment and reduced interest
expense as providing Pilgrim's Pride with some further liquidity
and financial flexibility, the company still operates in a
challenging environment, and credit measures still remain weak for
the rating," said Ms. Ross.  Pro forma for the common stock
issuance, debt leverage would have been about 5.3x at March 31,
2008.
     
The ratings on Pilgrim's Pride reflect the company's highly
leveraged financial profile following its debt-financed
acquisition of Gold Kist Inc.  Also, the ratings are affected by
the inherent volatility of the commodity-based U.S. chicken
industry, and by several factors beyond the company's control,
including weather, protein supply, commodity costs, and disease.  
A partially mitigating factor is that Pilgrim's Pride is now the
largest player in the U.S. poultry industry based on production
volume, achieving further critical mass with the Gold Kist
acquisition and establishing greater geographic breath of its
operations and distribution system.


PLASTECH ENGINEERED: Will Close Elwood Plant on July 13
-------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates
decided to shut down its plant located at Elwood, Illinois, the
Chicabo Tribune reports.

The Debtors, in a letter released last week, disclosed that they
will close the plant on July 13, or within 14 days after.  The
shutdown will put the jobs of 286 workers on the line, the Tribune
relates.

The employees and the city's economic officials have learned about
the closure only recently.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.


PLASTECH ENGINEERED: Parties Balk at Plan-Filing Period Extension
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Plastech
Engineered Products Inc. and its debtor-affiliates' Chapter 11
cases and Chrysler LLC ask the U.S. Bankruptcy Court for the
Eastern District of Michigan to deny the Debtors' latest request
to extend the deadline to file a plan of reorganization to
Sept. 28, 2008.

The Debtors also asked the Court to extend, until Dec. 1, 2008,
the period wherein they can solicit acceptances of that plan.

The Debtors said, throughout the first three months of the Chapter
11 cases, they have committed extensive efforts to the procure a
DIP financing, as well as handling numerous requests from
creditors seeking varied types of relief.  Moreover, the Debtors
have attempted to quantify the amount of existing administrative,
priority, and unsecured claims against the estate; and have
established a bar date and procedures for the treatment of Section
503(b)(9) claim requests.  The Debtors believe they will require
additional time to review and analyze the validity, amount, and
priority of those claims that have been asserted against the
Debtors' estates, they asserted.

The Debtors have received and are currently considering a proposal
from the Steering Committee of First Lien Term Loan Lenders and
Johnson Controls, Inc., for the acquisition the Debtors' interiors
and under hood business, and are actively soliciting interest in
their exteriors business.

In light of these, the Debtors believe that the requested
extension will provide them and their advisors the opportunity to
analyze their financial circumstances and restructuring options
and develop a plan of reorganization or effectuate a sale that
maximizes the return to parties in interest.  The Debtors added
that the extension will afford the Debtors the needed time to
develop a disclosure statement that contains adequate information.

                           Objections

(1) Creditors Committee

The Creditors Committee asks the Court to deny extension of the
exclusivity period beyond 30 days, saying that prolonged
extensions could hinder the progress of the negotiations
concerning the proposed sale of the Debtors' interiors and under
hood business and could jeopardize the intrinsic value of the
Debtors' businesses to the detriment of the Debtors' estates.

Joel D. Applebaum, Esq., at Clark Hill PLC, in Detroit, Michigan,
says the Debtors' preexisting obligations under the Final DIP
Order require the Debtors, if they are pursuing a restructuring,  
to file a plan of reorganization by May 31, 2008, the expiration
date of the current statutory exclusivity period.

(2) Chrysler

Chrysler LLC, asserts that the Debtors' request should be denied
because the requested extensions are inconsistent with the terms
of the Court's Interim DIP Order dated April 3, 2008, and the
Final DIP Order dated May 1, 2008.  

Chrysler notes that under the $87,000,000 DIP Financing from
Major Customers, the Debtors are required and have agreed to:

    -- present a proposal to the Term Lenders and the Major
       Customers on how they propose to exit from bankruptcy by
       May 1, 2008; and

    -- if the propsal is a restructuring, file a plan of
       reorganization and accompanying disclosure statement by
       May 31.

The DIP Financing Agreement also provides that although a Major
Customer's approval may not be necessary for approval of a
Proposal that is a Restructuring, the Major Customer will not be
deemed to have waived any right to vote against the Plan or
object to confirmation of the Plan.

Accordingly, Michael C. Hammer, Esq., at Dickinson Wright PLLC,
in Ann Arbor, Michigan, says granting the requested extensions:

   (i) would upset the balance created by the Financing Orders,
       and be a tacit extension of the agreed upon deadlines
       contained in the Financing Orders;

  (ii) would cause inconsistent results with the prior agreements
       and covenants of the Debtors with respect to the filing of
       a plan;

(iii) would undercut the milestones created by the Final Order,
       and be inconsistent with the relief bargained for by other
       parties in the Chapter 11 cases; and

  (iv) would create an illogical outcome if the Debtors fail to
       file a plan by May 31, to the detriment of other parties-
       in-interest.

Mr. Hammer says if the relief is granted, but the Debtors fail to
file a plan, the Debtors would be in default under the Financing
Orders.  However, all other parties-in-interest would be
precluded from filing competing plans, which would leave the case
in limbo relative to the filing of a plan, and be inherently
unfair to other parties-in-interest, Mr. Hammer avers.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/    
or 215/945-7000)


PNC MORTGAGE: S&P Holds 'CCC-' Rating on Class C Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 14
classes of commercial mortgage pass-through certificates from PNC
Mortgage Acceptance Corp.'s series 1999-CM1.
     
The affirmations reflect subordination levels that provide
adequate credit enhancement to support the ratings at their
current levels.

As of the May 12, 2008, remittance report, the collateral pool
consisted of 154 assets with an aggregate trust balance of
$503.8 million, down from 207 loans with a balance of
$760.4 million at issuance.  The master servicer, Midland Loan
Services Inc., reported financial information for 96% of the pool,
excluding defeased loans ($192.4 million, 38%).  Twenty-six
percent of the servicer-reported information was full-year 2006
data, while 74% was partial- or full-year 2007 data.  Based on
this information, Standard & Poor's calculated a weighted average
debt service coverage of 1.46x, up from 1.32x at issuance.  There
are two assets ($10.9 million, 2%) with the special servicer, also
Midland.  One asset is 90-plus-days delinquent, while the other is
real estate owned, as discussed below.  All other loans in the
pool are current.  To date, the trust has experienced 12 losses
totaling $6.4 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $115.5 million (23%) and a weighted average
DSC of 1.46x, compared with 1.32x at issuance.  The ninth-largest
loan is in special servicing, while the second-largest loan is on
the master servicer's watchlist and is discussed below.  Standard
& Poor's reviewed property inspections provided by the master
servicer for all of the assets underlying the top 10 loans.  One
was characterized as "excellent," one was characterized as "fair,"
and the rest were characterized as "good."

One of the two assets ($10.9 million, 2%) with the special
servicer is the ninth-largest loan, Commons on Sanger Apartments
($6.5 million total exposure).  The loan is secured by a 327-unit
multifamily property in Waco, Texas, and was transferred to the
special servicer in July 2007 due to payment default.  The
borrower is in bankruptcy and has failed to provide a contract
for sale of the property within the relief period granted by the
court.  Midland intends to file a deed-in-lieu shortly.  The
property was 58% occupied as of April 2008, and DSC was 0.31x for
the first four months of this year.  Standard & Poor's expects a
moderate loss upon the eventual resolution of the loan.
     
The other asset in special servicing, the Town & Country Business
Park loan ($5.7 million total exposure), is secured by a 79,645-
sq.-ft. office property in Colorado Springs, Colorado.  The loan
was transferred to the special servicer in October 2006 for
payment default after a major tenant vacated the property, which
is now REO.  Midland reported a current occupancy of 10% and a
DSC of 1.52x as of year-end 2006.  Standard & Poor's expects a
substantial loss upon the eventual resolution of this asset.
     
Midland reported a watchlist of 39 loans with an aggregate
outstanding balance of $97.5 million (19%) as of May 2, 2008.  The
watchlist includes the second-largest loan, Stanford Square
($19.3 million, 4%), which is secured by a 70,816-sq.-ft. office
property in downtown Palo Alto, California.  The loan appears on
the watchlist due to a low DSC.  As of Sept. 30, 2007, the
reported DSC was 0.99x and occupancy was 100%.  The property's
performance has improved since the last report date, and the DSC
as of year-end 2007 was 1.16x.
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  Sixty-five
percent of the pool matures between now and year-end 2009, and we
considered potential refinancing risk in S&P's analysis.  The
resultant credit enhancement levels support the affirmed ratings.  
    

                         Ratings Affirmed
    
                   PNC Mortgage Acceptance Corp.
   Commercial mortgage pass-through certificates series 1999-CM1

                Class   Rating  Credit enhancement
                -----   ------  ------------------
                A-1B    AAA           39.11%
                A-2     AAA           31.19%
                A-3     AAA           24.40%
                A-4     AAA           21.75%
                B-1     AA+           16.85%
                B-2     AA            14.96%
                B-3     BBB+           9.68%
                B-4     BBB            8.17%
                B-5     BBB-           6.85%
                B-6     BB+            4.77%
                B-7     B              3.26%
                B-8     B-             2.13%
                C       CCC-           0.62%
                S       AAA             N/A
   

                     N/A -- Not applicable.


PQ CORP: S&P Assigns 'B' Corp. Credit Rating with Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to PQ Corp.  The outlook is stable.
     
"The ratings reflect PQ's fair business position and highly
leveraged financial profile, including a very aggressive financial
policy," said Standard & Poor's credit analyst Paul Kurias.
     
At the same time, S&P assigned ratings to PQ's $200 million first-
lien revolving credit facility.  The facility is rated 'B+' with a
'2' recovery rating, indicating the likelihood of substantial
(70%-90%) recovery in the event of a payment default.  S&P also
assigned its 'B+' rating with a '2' recovery rating to the
company's first-lien term loan, indicating the likelihood of
substantial (70%-90%) recovery in the event of a payment default.  
S&P's ratings on the first-lien term loan include a proposed
increase in the existing term loan by $300 million to
$1.1 billion.  In addition, S&P assigned its 'B-' rating and '5'
recovery rating to PQ's $460 million second-lien term loan,
indicating the likelihood of modest (10%-30%) recovery in the
event of a payment default.
     
PQ plans to use proceeds from the proposed increase in the first-
lien term loan and a drawdown on its revolving credit facility to
acquire a majority ownership in INEOS Silicas Group, a division of
U.K.-based INEOS Group Ltd.  The existing facilities, including
the $200 million revolving credit facility, the $460 million
second-lien loan, and the existing $800 million first-lien term
loan formed part of the financing for the acquisition of PQ by The
Carlyle Group in 2007.
     
Total adjusted debt, pro forma for the proposed INEOS transaction
and including the present value of capitalized operating leases
and tax-adjusted unfunded employee benefits, is estimated at
$1.7 billion for the fiscal year ended Dec. 31, 2007.
     
The ratings are based on preliminary terms and conditions relating
to proposed amendments to existing credit facilities.  S&P could
revise its ratings if the transaction, including the acquisition
of INEOS and the financing plan, does not close as expected by
June 2008.

Malvern, Pennsylvania-based PQ is a specialty chemical producer
with over $1.1 billion in 2007 sales pro forma for the INEOS
acquisition.  The combined businesses manufacture and market
inorganic specialty chemicals, specialty catalysts, and engineered
glass material, through two divisions.


PRODUCTION ENHANCEMENT: Obtains Waiver for Breach of Credit Deals
-----------------------------------------------------------------
Production Enhancement Group Inc. disclosed that its lender has
agreed to waive the breach of debt covenants at March 31, 2008,
and entered into negotiations with the company to amend the terms
of the loan agreements, which loan agreements include a note
purchase agreement.  

The company has reclassified $46.3 million the long-term debt as
current until such time as the amendment is finalized.  The
company believes such amendment will be finalized in the second
quarter of 2008.

                   Agreement Reached With Lender

The company has reached an agreement with its Lender in which an
amendment to the original Note Purchase Agreement will be made and
a waiver will be received for all covenant violations subject to
the closing of the offer by Quest Energy (Canada) Ltd. for all of
the company's issued and outstanding common shares.

The Lender will also consent to the change of control of the
company upon completion of the Offer.  Subject to closing of the
Offer, the company will pay the Lender a restructuring fee of
$4.0 million, with $2 million of such fee being due and payable on
the closing date of the Offer and the remaining $2 million being
due and payable upon the earlier of:

   (a) the date the obligations owing under the Note Purchase
       Agreement are repaid or prepaid in full; and

   (b) the maturity date for the remaining aggregate outstanding
       principal amount of the obligations under the Note Purchase
       Agreement, which is amended to one year from the Closing
       Date.

Further, upon the Closing Date, the company will pay to the Lender
$15 million towards the current outstanding debt which the payment
causing a release of all security against the accounts receivable
of the company.

Upon the Closing Date, the company will furthermore amend the
terms of the existing warrants held by the Lender to:

   (a) fix the exercise price for the Lender Warrants at
       C$$0.65 per share;

   (b) reduce the number of the PEG common shares to be issued on
       the exercise of the Lender Warrants to 3,000,000 from
       8,236,436;

   (c) extend the term for the exercise of the Lender Warrants to
       the period of four years after the Closing Date; and

   (d) provide that if the company is taken private, the Lender
       will have certain rights to have the company redeem the   
       Lender Warrants.

The maturity date for the remaining aggregate outstanding
principal amount of the obligations under the amended Note
Purchase Agreement shall be modified to be one year from the
Closing Date with the ability, at the option of the company,
to extend the maturity date for six months with an interest rate
increase of 2% and the grant by the company of an additional
500,000 warrants exercisable at C$0.65.  

Also the Lender and the company have agreed, subject to the
Offer closing, to modify the financial covenants.

The company stated that it may be in breach of its debt covenants
in the future and this may affect its ability to borrow additional
funds and the operations of the company if the Lender call the
note.

              About Production Enhancement Group Inc.
  
Based in Houston, Texas, Production Enhancement Group Inc.
(TSE:WIS) -- http://www.productionenhancement.co...-- is an  
energy services holding company incorporated in Alberta, Canada.  
It provides corporate support, financing, administrative
assistance, management systems and marketing services for its
subsidiaries.

Selected balance sheet data reflected total assets of $49.6
million at March 31, 2008, compared to $41.5 million at March
2007.


QUEBECOR WORLD: Seeks Approval to Sell Aircraft for $20.3 Million
-----------------------------------------------------------------
Pursuant to a Lease Intended as Security dated as of Feb. 6, 2004,
Quebecor Printing Aviation Inc. leased one Bombardier CL-600-2B16
(Variant 604) "Challenger" aircraft and two General Electric CF34-
3B engines from Wachovia Financial Services, Inc.  Quebecor World
Inc. was the guarantor of QPA's obligations under the Aircraft
Lease.

On April 4, 2008, QPA provided Wachovia with written notice of
its intent to exercise the Early Termination Option under the
Aircraft Lease and purchase the Aircraft on the next scheduled
Payment Date, May 6, 2008.

In addition to the Aircraft Lease, the Debtors and QWI are also
parties to a Sublease Agreement and Short form sublease agreement
both dated Feb. 6, 2004.  QWI and ACASS Canada Ltd. are also
parties to certain agreements wherein ACASS provides all services
necessary to operate and maintain the Aircraft.  ACASS is also
fully responsible for the management, operation, maintenance and
hangaring of the Aircraft.

Before filing for bankruptcy, the Debtors determined that in light
of their current operational needs and financial condition it was
no longer appropriate for them to lease an aircraft of the size
and cost of the Challenger.  They also recognized that their right
to exercise the Early Termination Option, coupled with the current
fair market value of the Aircraft, could realize a significant
profit if they purchased and subsequently sold the Aircraft.  To
that end, following the bankruptcy filing, the Debtors proceeded
to assume the Aircraft Lease and purchased the Aircraft.

                          Sale Agreement

The Debtors actively marketed the Aircraft.  As a result of those
efforts, the Debtors have entered into a sale agreement.  

Before entering into the Sale Agreement, the Debtors obtained an
appraisal from Aeronautical Systems Inc., which estimated the
retail market value of the Aircraft to be $20,450,000.  The
Debtors also received an appraisal prepared by Aviation
Management Consulting, Inc., for Quebecor Media Inc., a related
party that had evidenced an interest in purchasing the Aircraft,
indicating a current market value of the Aircraft of $19,900,000.  
The Debtors also solicited offers from other potential purchasers
of the Aircraft.  QMI ultimately made the highest offer to
purchase the Aircraft, submitting an offer of $20,300,000 on
Feb. 12, 2008, which offer resulted in the Sale Agreement.

The Debtors consulted with two prominent firms in the aircraft
and airline industry: Seabury Group LLC, a leading aviation and
airline consulting firm, and Guardian Jet, LLC, an aircraft
consulting, oversight and brokerage firm regarding the value of
the Aircraft.  Seabury advised the Debtors that the "blue-book-
value of the Aircraft was consistent with the Buyer's offer, while
Guardian, after reviewing its database of similar aircraft
currently on the market, also indicated that the value of the
Aircraft was consistent with the Buyer's offer.

The Debtors are still continuing their marketing efforts and
accepting offers from interested parties, which will either
validate QMI's offer as the highest and best offer or,
alternatively, will give rise to additional offers so that the
Debtors will ultimately realize the highest and best offer for
the Aircraft.  In fact, the Debtors relate that they recently
received three additional indications of interests but they were
not as favorable as the Buyer's offer.

Key Equipment Finance Canada Ltd. is technically the Buyer under
the Sale Agreement because it will be providing the financing to
QMI -- the primary party with whom the Debtors have been in
negotiations.  It is the Debtors' understanding that Key
Equipment has agreed to provide QMI with lease financing and that
QMI will lease the Aircraft from Key Equipment upon the closing
of the Sale Agreement.

The some of the key terms and conditions of the Sale Agreement
are:

Aircraft:   1998 Bombardier Challenger CL-600-2B16 (Variant 604)
            serial number 5379 and Canadian Registration Number
            C-GQPA with two (2) General Electric model CF34-3B
            engines, serial numbers 872340 and 872341, together   
            with all equipment, systems, avionics, appliances,
            instruments, components, furnishing and accessories
            installed in or its engines and all original
            logbooks, flight components, maintenance and weight
            and balance manuals, wiring diagrams, and all
            documentation and records, paperwork, warranty
            documentation and other related documentation,
            including maintenance records.
           
Seller:     Quebecor Printing Aviation Inc.

Buyer:      Key Equipment Finance Canada Ltd.

Deposit:    $500,000, to be delivered into escrow within three
            days following the execution of the Sale Agreement.
           
Purchase    $20,300,000 (including the Deposit) upon delivery and
Price:      acceptance of the Aircraft at Closing.

Closing:    Third business day after the issuance of the
            approvals of the Court and Canadian Court, but in no
            event after June 13, 2008.

By this motion, the Debtors ask the Court for permission to (i)
sell the Aircraft to Key Equipment and (ii) reject certain
leases, subleases and executory contracts related to the
Aircraft, including the agreements with ACASS.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
says that the Debtors have already determined that it would not
serve their business purposes or their restructuring needs to
retain an aircraft of the size and cost of the Aircraft, whether
by purchasing it outright or by continuing under the Aircraft
Lease.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
US$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related US$600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.
QUEBECOR WORLD: Renews $60 Mil. Multi-Year Deal with Bauer
----------------------------------------------------------
Quebecor World Inc. signed a new multi-year agreement with Bauer
Publishing.  Under the agreement, which is valued at approximately
$60 million, Quebecor World will print Woman's World, First for
Women, In Touch Weekly, Life & Style, J-14 and Life Story.  
Together these six magazine titles represent more than 250 million
printed copies a year.

Bauer, whose U.S. headquarters is in Englewood Cliffs, N.J., is
the number one seller of magazines in the country.  Bauer
magazines connect with a nationwide audience of active, engaged
newsstand consumers at every life stage -- from tweens and teens
to young women to baby boomers and beyond.

"Bauer is one of the largest and most successful magazine
publishers in North America.  We are pleased to continue our
partnership with them.  The important investment in new technology
in our magazine platform will ensure that Bauer, its readers and
advertisers receive a top-quality product that meets their
exacting standards," said Jacques Mallette, President and CEO
Quebecor World Inc.

Richard Buchert, Bauer's Senior Vice President of Production, said
the renewal agreement reflects Quebecor World's excellent service
and value: "Quebecor World has been a long-time and valued
supplier to Bauer and we look forward to taking full advantage of
its full-service publication platform, including multiple
production plants from coast-to-coast."

Doron Grosman, President of Quebecor World's Magazine Division,
said the Bauer agreement reflects a continuing commitment to
magazine leadership by both parties: "At Quebecor World, we
continue to focus on an end-to-end, full-service offering for
magazine publishers.  Working closely with Bauer gives us the
opportunity to partner with an industry leader to continuously
improve efficiencies, quality and workflows across our multi-
plant, multi-service national platform."

Quebecor World's magazine division is one of the leading magazine
print and related service providers in the United States.  The
company provides complete premedia, print, distribution and
mailing services for publishers in the consumer, B2B, association,
city and regional magazine markets.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
US$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related US$600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.
QUEBECOR WORLD: Quebec Court Extends CCAA Stay Until July 25
------------------------------------------------------------
The Honorable Robert Mongeon of the Quebec Superior Court of
Justice granted the request of Quebecor World Inc. and its debtor-
affiliates to extend the Companies' Creditors Arrangement Act stay
until July 25, 2008.

A full-text copy of the Order is available for free at
http://ResearchArchives.com/t/s?2bc2

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
US$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related US$600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.


QUEBECOR WORLD: Wants Schedules Filing Dates Extended to July 18
----------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York to extend
until July 18, 2008, their deadline to file their schedules of
assets and liabilities, schedules of current income and
expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
tells the Court that the Debtors will still not be in a position
to file the Schedules and Statements by June 4, 2008, given size
of their Chapter 11 cases, and the volume of material that must
be compiled and reviewed by their limited staff.

Mr. Canning informs the Court that the Debtors' records reflect
as many as 22,000 parties potentially holding claims or otherwise
will be identified on their Schedules and Statements.  It is an
extensive undertaking to gather all of information related to
each creditor and the nature of its claim, and to make the
requisite judgments regarding how to properly schedule each
potential claim, Mr. Canning says.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
US$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related US$600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.


RAPTOR NETWORKS: Mendoza Berger Raises Going Concern Doubt
----------------------------------------------------------
Mendoza Berger & Company LLP in Irvine, Calif., raised substantial
doubt on Raptor Networks Technology Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the year ended Dec. 31, 2007.  The auditor said that the
company has sustained accumulated losses from operations and has
had no significant sales of its products to date.

For the year ended Dec. 31, 2007, the company posted a $9,509,247
net loss on $1,035,108 of net revenues compared with a $19,078,578
of net loss on $849,285 of net revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $3,144,115 in
total assets and $16,974,138 in total liabilities, resulting in a
$13,830,023 stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $2,815,407 in total current assets available to pay
$16,974,138 in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, stood at
$70,198,322.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b0a

Headquartered in Santa Ana, Calif., Raptor Networks Technology
Inc. (OTCBB: RPTN) -- http://raptor-networks.com/-- provides  
high-speed Ethernet and network switching for information access.


RCS-CHANDLERS: Court Approves Schian Walker as Counsel
------------------------------------------------------
The Hon. Sarah Sharer Curley of the United States Bankruptcy Court
for the District of Arizona gave RCS-Chandler LLC permission to
employ Schian Walker PLC as its counsel.

Schian Walker is expected to:

   a) give the Debtor legal advice with respect to it
      reorganization;

   b) represent the Debtor in connection with negotiation
      involving secured and unsecured creditors;

   c) represent the Debtor at the meeting of creditors,
      confirmation hearing and other hearings set by the Court in
      the Debtor's bankruptcy case; and

   d) prepare necessary applications, motions, answers, orders,
      reports and other legal papers necessary to assist in the
      Debtor's reorganization.

The firm's professionals billing rates are:

      Professionals             Designations      Hourly Rates
      -------------             ------------      ------------
      Dale C. Schian, Esq.         Member             $390
      Michael R. Walker, Esq.      Member             $390
      Mark C. Hudson, Esq.         Member             $325
      Cody J. Jess, Esq.          Associate           $200
      Debbi Stephens, Esq.        Paralegal           $160
      Julie S. Langstraat, Esq.   Paralegal           $110

      Designation                                 Hourly Rates
      -----------                                 ------------
      Members                                      $325-$390
      Associates                                   $200-$375
      Paraprofessionals                            $110-$60

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                       About RCS-Chandler

Headquartered in Phoenix, Arizona, RCS-Chandler LLC, owned by
Jeff Cline, constructs and develops hotels.  The company filed for
Chapter 11 protection on April 11, 2008 (Bankr. D. Ariz. Case
No.08-04021).  The U.S. Trustee for Region 14 is unable to
appoint creditors to serve on an Official Committee of Unsecured
Creditors.  When the Debtor filed for protection against its
creditors, it listed assets and debts between $50 million and
$100 million.


REAL ESTATE VII: Ernst & Young Raises Going Concern Doubt
---------------------------------------------------------
Ernst & Young LLP in Greenville, S.C., raised substantial doubt on
Real Estate Associates Ltd. VII's ability to continue as a going
concern after auditing the partnership's consolidated financial
statements for the year ended Dec. 31, 2007.  Ernst & Young said,
"The partnership continues to generate recurring operating losses.  
In addition, notes payable and related accrued interest totaling
approximately $19,858,000 are in default due to non-payment."

                              Default

The partnership is in default on notes payable and related accrued
interest payable that matured between December 1999 and December
2004.

Nine of the partnership's 22 investments involved purchases of
partnership interests from partners who subsequently withdrew from
the operating partnership.  

The partnership is obligated for non-recourse notes payable of
approximately $6,320,000 to the sellers of the partnership
interests, bearing interest at 9.5% to 10%.  

Total outstanding accrued interest at Dec. 31, 2007, is
approximately $13,538,000.  

These obligations and the related interest are collateralized by
the partnership's investment in the local limited partnerships and
are payable only out of cash distributions from the Local Limited
Partnerships, as defined in the notes.

Unpaid interest was due at maturity of the notes.  

All notes payable have matured and remain unpaid at Dec. 31, 2007.

In connection with the sale of Warren Heights, the partnership
made a payment of approximately $311,000 from the sale proceeds in
complete satisfaction of one non-recourse note payable and
associated accrued interest during the year ended Dec. 31, 2007.  

No payments was made during the year ended Dec. 31, 2006.

The Partnership entered into an agreement with the non-recourse
note holder for certain of the Local Limited Partnerships with
notes payable totaling approximately $2,579,000 and accrued
interest of approximately $5,564,000, in which the note holder
agreed to forebear taking any action under these notes pending the
purchase by the note holder of a series of projects including the
properties owned by 13 of the Local Limited Partnerships.

Management is attempting to negotiate extensions of the maturity
dates on the three notes payable that are not subject to the
forbearance agreement.

If the negotiations are unsuccessful, the Partnership could lose
its investment in the Local Limited Partnerships to foreclosure.
In addition, the Partnership may seek operating advances from the
general partner of the Partnership.  However, the general partner
of the Partnership is not obligated to fund such advances.

                            Financials

For the year ended Dec. 31, 2007, the company reported $915,000 of
net income on $101,000 of interest income compared with an
$860,000 net loss on $107,000 of interest income in 2006.

At Dec. 31, 2007, the partnership's balance sheet showed
$1,945,000 in total assets and $19,899,000 in total liabilities,
resulting in a $17,954,000 partners' deficit.

A full-text copy of the partnership's 2007 annual report is
available for free at http://ResearchArchives.com/t/s?2b0b

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership formed
under the laws of the State of California on May 24, 1983.  The
general partners of the partnership are National Partnership
Investments Corp. and National Partnership Investments Associates
II.  As of Sept. 30, 2007, the partnership holds limited
partnership interests in 11 Local Limited Partnerships.  In
addition, the partnership holds a general partner interest in REA
IV, which in turn, holds limited partner interests in 11
additional Local Limited Partnerships.


REMOTE DYNAMICS: March 31 Balance Sheet Upside-Down by $9 Million
-----------------------------------------------------------------
Remote Dynamics' balance sheet at March 31, 2008, showed total
assets of $5.7 million and total liabilities of $14.9 million,
resulting in a total stockholders' deficit of $9.2 million.

The company reported net loss of $1.1 million in quarter ended
March 31, 2008, compared to net loss of $2.1 million for the same
period in the previous year.

The company disclosed that on May 12, 2008, Bounce Mobile Systems
Inc. converted 339 shares of Series C Preferred Stock into
300,110,259 shares of its common stock.
    
On May 14, 2008, the company received final commitment from
investors to close on the fourth round of its series B secured
convertible note financing, whereby the company will receive gross
proceeds of $376,000 of which $200,000 was already pre-funded by
BMSI.  We expect to close the fourth round on or
    about May 16, 2008.
    
                   About Remote Dynamics

Remote Dynamics Inc., (OTC BB: RDYM.OB) --
http://www.remotedynamics.com -- markets, sells, and supports   
automatic vehicle location (AVL) and mobile resource management
solutions targeting companies that operate private vehicle fleets
in the United States.  It designs AVL solutions for metro, short-
haul fleets within industry vertical markets, such as field
services, distribution, courier, limousine, electrical/plumbing,
waste management, and government.  The company's product offering
includes REDIview, an Internet and service bureau-based software
application that provides an array of real-time and accurate
mapping, trip replay, and vehicle activity reports.  Remote
Dynamics also resells T-Mobile GSM data services to its existing
vehicle management information customers and provides GSM/GPRS
data services to its REDIview customers pursuant to reseller
agreements with T-Mobile and Cingular Wireless LLC.  The company
was incorporated in 1999 and is headquartered in Plano, Texas.
Remote Dynamics Inc. operates as a subsidiary of Bounce Mobile
Systems Inc.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Bountiful, Utah-based Chisholm Bierwolf & Nilson LLC, raised
substantial doubt about the ability of Remote Dynamics Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  The
auditor reported that the company has a significant working
capital deficit, suffered recurring losses from operations and has
negative cash flows from operating activities.


RESIDENTIAL CAPITAL: Gets Consents for $14 Bil. Note Tender Offers
------------------------------------------------------------------
Residential Capital, LLC, disclosed that, in connection with its
pending private exchange offers and cash tender offers for any and
all of the U.S. dollar equivalent $14 billion in aggregate
principal amount of its outstanding notes, it has received
requisite consents relating to the offers and has entered into
supplemental indentures adopting the proposed amendments to the
indentures under which the old notes were issued.

The amendments to the old notes release the subsidiary guarantees
of ResCap's obligations under the old notes and eliminate certain
of the restrictive covenants and events of default in the
indentures.  Accordingly, claims with respect to all new notes
issued in the exchange offers will be effectively senior to claims
with respect to unexchanged old notes to the extent of the value
of all assets of the subsidiary guarantors as well as the
collateral securing the new notes.

In addition, ResCap extended the early delivery time to 5:00 p.m.,
New York City time, on Wednesday, May 21, 2008.  Notes tendered
prior to the early delivery time will be eligible to receive the
early delivery payment described in the informational documents.

Tendered old notes may no longer be withdrawn.  The offers will
expire at 11:59 p.m., New York City time, on June 3, 2008, unless
extended by ResCap with respect to any or all series of old notes.

The offers are subject to significant conditions that are further
described in the informational documents.  In particular, the
offers are conditioned on ResCap entering into a new first lien
senior secured credit facility, providing for $3.5 billion of
commitments on terms acceptable to ResCap.  As a result of these
conditions, ResCap may not be required to exchange or purchase any
of the old notes tendered.

Documents relating to the offers will only be distributed to
noteholders who complete and return a letter of eligibility
confirming that they are within the category of eligible investors
for this private offer.  Noteholders who desire a copy of the
eligibility letter should contact Global Bondholder Service
Corporation, the information agent for the offers, at (866) 470-
3800 (U.S. Toll-free) or (212) 925-1630 (Collect).

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                            *     *     *

As reported in yesterday's Troubled Company Reporter, Moody's
Investors Service downgraded to Ca, from Caa1, its ratings
on the senior debt of Residential Capital, LLC subject to the bond
exchange announced by ResCap on May 2, 2008.  The rating of
ResCap's approximately $1.2 billion of bonds maturing on June 9,
2008 was affirmed at Caa1.  All ratings remain under review for
downgrade.

Standard & Poor's Ratings Services lowered selected ratings on
Residential Capital LLC, including lowering the long-term
corporate credit rating to 'CC' from 'CCC+', following the
company's launch of an exchange offer for unsecured bonds that
S&P interpret as a distressed debt exchange.  The ratings remain
on CreditWatch with negative implications, where they were placed
April 24, 2008.

Fitch Ratings has downgraded Residential Capital LLC's Issuer
Default Rating to 'C' from 'BB-' following the company's debt
exchange offer announcement.  ResCap remains on Rating Watch
Negative pending execution of the debt exchange offer.  Upon
completion of the exchange, Fitch will downgrade ResCap's IDR to
'D' indicating a default has occurred in accordance with Fitch's
criteria on distressed debt exchanges.


RESTRUCTURED ASSET: S&P Lowers Certificate Rating to BB from BBB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$75 million certificates from Restructured Asset Securities
w/Enhanced Returns Series 2005-19-C to 'BB' from 'BBB-'.
     
The rating action reflects the May 13, 2008, lowering of the
rating on the underlying collateral, the $75 million class A-3
home equity loan-backed term notes due June 2034 issued by GMACM
Home Equity Loan Trust 2004-HE1, to 'BB' from 'BBB-'.
     
RACERS Series 2005-19-C is a credit-linked note transaction, the
rating on which is based on the lower of (i) the rating assigned
to the underlying collateral, the $75 million class A-3 home
equity loan-backed term notes due June 2034 issued by GMACM Home
Equity Loan Trust 2004-HE1 ('BB'); and (ii) the rating assigned to
the reference obligations, the 6.875% senior unsecured notes due
Sept. 15, 2009, issued by Procter & Gamble Co. ('AA-').
     

RITE AID: Jim Donald Joins Board, Director Robert Mariano Resigns
-----------------------------------------------------------------
The Board of Directors of Rite Aid Corporation disclosed the
appointment of Jim Donald to the Board.  Mr. Donald's term will
expire at the company's annual meeting in June 2009, at which time
he is expected to stand for re-election.

Mr. Donald will fill the seat on the 14-member Board vacated by
Robert A. Mariano, who was elected in June 2006 for a three-year
term and has resigned.

Mr. Donald, 54, is the former president and chief executive
officer of Starbucks Coffee Company.  He joined Starbucks in
October 2002 as president, North America, where he managed
business development and operations for all Starbuck stores in the
U.S. and Canada and in March 2005, was promoted to president and
CEO.  During his tenure, the company grew to more than 15,000
stores in 43 countries.  Prior to joining Starbucks, Mr. Donald
served from 1996 to 2002 as chairman, president and CEO of
Pathmark Stores, Inc., an East Coast regional supermarket chain.

His more than 30 years in retailing includes being handpicked by
Sam Walton to help lead Wal-Mart's development and expansion of
the Wal-Mart Super Center, where he oversaw all merchandising,
distribution, store design and real estate operations from 1991 to
1994.  He has also served in a variety of senior management
positions with Albertson's, Inc., and Safeway, Inc., where he had
a reputation for improving the financial performance of stores
under his supervision.

Mr. Donald received a Bachelor's Degree in Business from Century
University in Albuquerque, New Mexico.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain     
with more than 5,000 stores in 31 states and the District of
Columbia.

                          *     *     *

Rite Aid Corp. continues to carry Standard & Poor's Ratings
Services 'B' long-term foreign and local issuer credit ratings
which were placed on May 8, 2007.


RURAL CELLULAR: March 31 Balance Sheet Upside-Down by $785.4MM
--------------------------------------------------------------
Rural Cellular Corp.'s consolidated balance sheet at March 31,
2008, showed $1.3 billion in total assets, $1.9 billion in total
liabilities, and $205.7 million in redeemable preferred stock,
resulting in a $785.4 million total stockholders' equity.

The company reported net income of $8.4 million on total revenue
of $167.2 million for the first quarter ended March 31, 2007,
compared with a net loss of $8.5 million on total revenue of
$140.2 million in the corresponding period a year ago.

Service revenue increased to $109.9 million during the three
months ended March 31, 2008, compared with $97.9 million in the
year ago quarter.  

The increase in service revenue for the three months ended
March 31, 2008, primarily reflects:
  
  -- 62,833 additional postpaid customers as compared to March 31,
     200, and an increase in local service revenue per customer
     (LSR) to $53 as compared to $52 during the three
     months ended March 31, 2007.

  -- Universal Service Fund (USF) support which increased to
     $12.2 million for the three months ended March 31, 2008, as
     compared to $11.1 million for the three months ended
     March 31, 2007, primarily reflecting the addition of southern
     Minnesota markets which was completed in April 2007.

  -- Regulatory pass-through fees which increased due to an
     increase in overall customers and increased rates.

Roaming revenue increased to $48.9 million from $35.9 million
during the three months ended March 31, 2007.  The 36.0% increase
in roaming revenue during the three months ended March 31, 2008,
primarily reflects a 26.0% increase in outcollect minutes and an
increase in data revenue, which were partially offset by a decline
in the company's roaming yield.  

Equipment revenue for the three months ended March 31, 2008,
increased 32.0% to approximately $8.5 million as compared to
$6.4 million for the three months ended March 31, 2007, resulting
from an increase in the average handset sales price and equipment
reselling activity.  

Total operating expenses, including network costs and cost of
equipment sales, increased to $115.1 millon for the three months
ended March 31, 2008, from $103.4 million in the year ago quarter.

Interest expense for the three months ended March 31, 2008,
decreased 6.8% to $44.4 million, primarily reflecting moderately
lower debt levels and lower average rates than a year ago,
together with the redemption of the company's Senior Preferred
Stock during the second quarter of 2007.

                 Liquidity and Capital Resources

The company's cash and cash equivalents and short-term investments
increased to $128.7 million at March 31, 2008, as compared to
$114.4 million at Dec. 31, 2007.  Cash interest payments during
the three months ended March 31, 2008, were $51.8 million as
compared to $57.8 million during the three months ended March 31,
2007.

At March 31, 2008, the company had total outstanding long-term
debt of approximately $1.85 billion.  This compares with
outstanding long-term liabilities of $1.84 billion at Dec. 31,
2008.

As of March 31, 2008,the company had drawn $58.0 million of the
$60.0 million initially available under its  revolving credit
facility at a rate of LIBOR plus 2.0%.  The company said it was in
compliance with all financial covenants at March 31, 2008.

                  Voting Rights Triggering Event

The company has failed to pay six or more quarterly dividends on
the Junior Exchangeable Preferred Stock and, accordingly, a
"Voting Rights Triggering Event," as defined in its Certificate of
Designation has occurred.  As a result, the holders of junior
exchangeable preferred stock have the right to elect two
directors.  

In addition, while a "Voting Rights Triggering Event" exists,
certain terms of the company's junior exchangeable preferred
stock, if enforceable, may prohibit incurrence of additional
indebtedness, including borrowings under the company's revolving
credit facility.  The accrued dividends in arrears for the junior
exchangeable preferred securities, through March 31, 2008, totaled
approximately $80.7 million.

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?2c09

                       About Rural Cellular

Based in Alexandria, Minnesota, Rural Cellular Corporation
(Nasdaq: RCCC) -- http://www.unicel.com/-- provides wireless
communication services to Midwest, Northeast, South and Northwest
markets located in 15 states.

On Oct. 4, 2007, the company disclosed that its shareholders voted
to approve the merger agreement providing for the acquisition of
Rural Cellular Corporation by Verizon Wireless for approximately
$2.67 billion in cash and assumed debt.  The acquisition is
subject to certain closing conditions, including governmental and
regulatory approvals, and is expected to close during the second
quarter of 2008.

                          *     *     *

Rural Cellular Corporation still carries Fitch Ratings' CCC Issuer
default rating assigned on July 30, 2007.


SAGITTARIUS RESTAURANTS: S&P Chips Facility Issue Rating to B
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery ratings on
Sagittarius Restaurants LLC's senior secured credit facility to
'2' from '1', which facilitated lowering the issue rating on the
facility one notch to 'B' from 'B+'.  The '2' recovery rating
indicates S&P's expectation of substantial (70%-90%) recovery of
principal in the event of default.  The corporate credit rating on
the Nashville, Tennessee-based company remains unchanged at 'B-'.  
The outlook is negative.
     
The lower recovery rating is a result of a revision of S&P's  
simulated default scenario in which S&P contemplate a lower
emergence enterprise value from Chapter 11 bankruptcy
reorganization.  S&P's enterprise valuation approach utilizes a
multiple of Sagittarius' EBITDA, which its revised downward.       
"The view is based on our assumption that the company would enter
bankruptcy with lower EBITDA than previously anticipated as a
result of not making any cash interest payments on its
subordinated notes in the year of default," said Standard & Poor's
credit analyst Charles Pinson-Rose.  

More importantly, however, S&P anticipated that during the
reorganization, the company would not significantly enhance its
cash flow generation given the competitive nature of the
restaurant industry and assuming the cost pressures facing the
industry will not abate in any material fashion.


S&S FOOD: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: S.&S. Food Corp.
        dba Star Food Mart
        dba Star Laundry Mat
        4848 Military Pkwy., Ste. A
        Dallas, TX 75223

Bankruptcy Case No.: 08-32225

Chapter 11 Petition Date: May 6, 2008

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: John E. Leslie, Esq.
                  2340 Interstate 20 W., Ste. 218
                  Arlington, TX 76017
                  Tel: (817) 505-1291
                  Fax: (817) 472-6002
                  Email: arlingtonlaw@aol.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor did not file a list of its largest unsecured creditors.


SBARRO INC: Posts $2.8 Million Net Loss in 2008 First Quarter
-------------------------------------------------------------
Sbarro Inc. announced on Tuesday results of operations for the
quarter ended March 30, 2008.

Net loss for the quarter ended March 30, 2008, was $2.8 million as
compared to a combined net loss of $33.2 million for the quarter
ended April 1, 2007.  Included in the combined net loss for the
quarter ended April 1, 2007, was $31.4 attributable to special
event bonuses in connection with the company's Jan. 31, 2007
merger with MidOcean SBR Holdings LLC.

The increase in net loss after eliminating the special event bonus
was $1.0 million.

Revenues were $83.2 million for the quarter ended March 30, 2008,
as compared to combined revenues $80.5 million for the quarter
ended April 1, 2007.  Revenues increased as a result of revenues
generated by new company owned stores opened in 2007 and the first
quarter of 2008 and same stores sales growth of 0.3% in company
owned stores.

EBITDA was $7.6 million for the quarter ended March 30, 2008, as
compared to $9.9 million for the quarter ended April 1, 2007.  The
decline in EBITDA is primarily a result of increased costs,
including commodity costs, while comparable store sales remained
relatively flat.

Peter Beaudrault, chairman of the Board, president and chief
executive officer of Sbarro, commented, "Our first quarter results
reflect the continuing economic pressures on consumer spending
along with continuing commodity price increases as compared to the
first quarter of 2007.  Our team continues to drive new store
openings even in these challenging times as we opened five company
owned restaurants and 19 franchised restaurants in the quarter.
Our international franchise store pipeline is in excess of 1,100
stores at the end of the quarter."

             MidOcean Partners' Acquisition of Sbarro

On Jan. 31, 2007, MidOcean SBR Acquisition Corp., an indirect
subsidiary of MidOcean SBR Holdings LLC, an affiliate of MidOcean
Partners III L.P., and certain of its affiliates merged with and
into the company in exchange for consideration of $450.0 million
in cash, subject to certain adjustments.  As a result of the
merger, the company is now an indirect wholly owned subsidiary of
MidOcean SBR Holdings LLC.

In addition, the former shareholders received a distribution of
the cash on hand in excess of (i) $11.0 million, plus (ii) all
amounts required to be paid in connection with various special
event bonuses paid in connection with completion of the merger.

In connection with the merger, the company transferred interests
in certain non-core assets to a newly formed company owned by
certain of the company's former shareholders.  There was no
additional consideration given for the transfer of these assets as
they were treated as a dividend.  The assets and related costs
that the company transferred were:

  -- the interests in Broadhollow Realty LLC. and Broadhollow
     Fitness Center LLC., which owned the corporate headquarters
     of the company, the fitness center and the assets of the
     Sbarro Cafe located at the corporate headquarters;

  -- a parcel of undeveloped real property located in East
     Northport, New York;

  -- the interests in Boulder Creek Ventures LLC and Boulder Creek
     Holdings LLC, which own a 40.0% interest in a joint venture
     that operates 15 steakhouses under "Boulder Creek" and other
     names; and

  -- the interest in Two Mex-SS LLC, which owns a 50.0% interest
     in a joint venture that operates two tex-mex restaurants
     under the "Baja Grill" name.

                          Long-Term Debt

In connection with the merger, the company issued $150.0 million
of senior notes at 10.375% due 2015.

The senior notes are senior unsecured obligations of the company  
and are guaranteed by all of the company's current and future
domestic subsidiaries.

In connection with the merger, the company also entered into new
senior secured credit facilities.  The senior secured credit
facilities provided for loans of $208.0 million under a
$183.0 million senior secured term loan facility and a
$25.0 million senior secured revolving facility.  

The senior credit facilities also provide for an uncommitted
incremental facility of up to $50.0 million.  The company borrowed
the entire $183.0 million available under the term loan facility.  
The term loan facility will mature in 2014 and the revolving
credit facility is scheduled to terminate and come due in 2013.

The company's obligations under the senior credit facilities are
unconditionally and irrevocably guaranteed by the company's  
domestic subsidiaries.  In addition, the senior credit facilities
are secured by first priority perfected security interests in
substantially all of the company's and its domestic subsidiaries'
capital stock, and up to 65.0% of the outstanding capital stock of
its foreign subsidiaries.

Total long-term debt at March 30, 2008, stood at $329.8 million,
compared to $330.3 million at Dec. 30, 2007.

                          Balance Sheet

At March 30, 2008, the company's consolidated balance sheet showed
$622.1 million in total assets, $489.2 million in total
liabilities, and $132.9 million in total stockholders' equity.

The company's consolidated balance sheet at March 30, 2008, also
showed strained liquidity with $30.8 million in total current
assets available to pay $38.4 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 30, 2008, are available for
free at http://researcharchives.com/t/s?2c0c

                        About Sbarro Inc.

Based in Melville, New York, Sbarro Inc. -- http://www.sbarro.com/
-- and its franchisees develop and operate family oriented
cafeteria-style Italian restaurants principally under the
"Sbarro", "Mama Sbarro", "Carmela's", "Sbarro The Italian Eatery"
and "Sbarro Fresh Italian Cooking" names.  The company has
approximately 1,040 restaurants in 43 countries.  Sbarro
restaurants feature a menu of popular Italian food, including
pizza, a selection of pasta dishes and other hot and cold Italian
entrees, salads, sandwiches, drinks and desserts.

                          *     *     *

As reported in the Troubled Company Reporter on April 25, 2008,
Moody's Investors Service affirmed all the ratings of Sbarro Inc.
including the company's "B3" Corporate family rating and the
"Caa1" rating on the company's $150 million senior unsecured notes
maturing in 2015.  The rating outlook is negative.


SHARPER IMAGE: Allowed to Sell Business, Assets
-----------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Sharper Image Corp. to sell its business and
assets.  Judge Gross also permitted a joint venture among Hilco
Merchant Resources, LLC, Hilco Consumer Capital, LLC, Gordon
Brothers Retail Partners, LLC, and OB Brands, LLC, to serve as the
stalking horse bidder.  Auction of the assets will be on
May 28, 2008.

Judge Gross approved the asset purchase agreement entered on May
13, 2008, between the Debtor and the Joint Venture.  The APA
provides that the Debtor will pay the Joint Venture (i) a break-
up fee not exceeding 2% of the assets' purchase price if it is
not the successful purchaser, and (ii) not exceeding $500,000 as
reimbursement for out-of-pocket expenses incurred by the Joint
Venture in connection with the asset sale.  The Break-Up Fee and
the Expense Claim will be deemed an administrative claim against
the Debtor.

A full-text copy of the Joint Venture APA is available for free
at http://bankrupt.com/misc/SI_AssetPurchaseAgreement.pdf

Offers other than from the Stalking Horse Bidder must be
unconditional and not contingent on any event, including any due
diligence investigation, the receipt of financing and further
bidding approval.  Offers must exceed the purchase price of the
Stalking Horse Bidder, plus the Break-Up Fee and Expense
Reimbursement, plus the minimum overbid still to be determined by
the Debtor during the Auction.  Offers will not be shared among
offerors.  All offers are irrevocable until June 5, 2008.

If no offers other than from the Stalking Horse Bidder is
received, the Court will convene a hearing on May 29, 2008, to
consider the sale of the Debtor's assets to the Joint Venture.

Roberta A. DeAngelis, acting United States Trustee for Region 3,
will appoint a consumer privacy ombudsman no later than May 20,
2008.  The Ombudsman will help protect the sale of the Debtor's
personally identifiable information of its customers.  The
Ombudsman, the Debtor and the Statutory Creditors' Committee will
confer and attempt to agree on a cap on fees and expenses of the
Ombudsman.  To the extend of any dispute as to the appropriate
amount of the Cap, the issue will be presented to the Court for
resolution on an expedited basis.

In connection with the sale of the Debtor's assets, it submitted
to the Court a list of the executory contracts and unexpired
leases it intends to assume and the proposed cure costs, if any,
it will pay in connection with the assumption and assignment of
the leases and contracts.  A schedule of the Contracts and Cure
Amounts is available for free at:

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

                Inadequate Discovery Period and
             Incorrect Cure Amounts, Parties Assert

Before the hearing on the approval of the asset sale procedures,
several entities filed objections complaining that the asset sale
procedures fail to (i) give them adequate time after the May 28
Auction to evaluate a successful bidder and, if necessary,
conduct discovery and prepare an appropriate objection, before
the May 29 Sale Hearing; and (ii) specify when adequate assurance
packages are to be provided.

The objecting entities include:

   * the U.S. Trustee for Region 3.       

   * Irvine Company,

   * Chagrin Retail, LLC,

   * Ontario Two, LLC,

   * Returns Management, Inc.,

   * Kravco Simon Company,

   * RCPI Landmark Properties, L.L.C.,

   * The Taubman Landlords,

   * Bayer Retail Company II, LLC,

   * BP 111 Huntington Avenue, LLC,

   * Stopen, LLC,

   * Simon Property Group, Inc.,

   * Westfield, LLC,

   * Inland Southwest Management, LLC

   * General Growth Properties, Inc., Developers Diversified
     Realty Corp. and Turnberry Associates, and

   * The Macerich Company, RREEF Management Company, Cousin
     Properties Incorporated, and The Forbes Company.

The Taubman Landlords and The Irvine Company told the Court that
the amounts stated by the Debtor in the schedule of cure amounts
are incorrect.  

Taubman asserted that it is entitled to cure amounts totaling
$196,090, not $6,297, as stated by the Debtor.  Taubman also
asserted that it is entitled to a $15,000 reimbursement for its
attorneys' fees.  Irvine asserted that the Debtor owe it $20,559
with respect to two leases.

Objections to the proposed assumption and assignment of the
Leases and Contracts and the Cure Amounts must be filed by
May 21, 2008, and served on the Debtor, the attorneys for the
Secured Lender and the Creditors Committee, and the U.S. Trustee.
Objections will be heard on May 29, 2008.

                 Hilco/GB Joint Venture's Statement

     TORONTO, Ontario, Canada -- May 14, 2008 -- A joint venture
led by Hilco Consumer Capital, L.P. and GB Brands, LLC, in
partnership with Windsong Brands, LLC and Crystal Capital,
announced that it was approved as the stalking horse bidder for
certain assets of The Sharper Image Corporation.

     HCC and GBB have developed a global licensing strategy for
wholesale, retail, direct-to-retail (DTR), e-commerce and catalog
businesses which will exploit The Sharper Image's heritage of
quality, excitement, innovation and fun.

     During its 32-year history, The Sharper Image has developed
one of America's most widely recognized and positively perceived
consumer brands.  HCC and GBB recognize The Sharper Image's blend
of upscale specialty positioning, iconic stature, outstanding
consumer recognition and appeal across a wide demographic.

     Jamie Salter, CEO of HCC, commented, "The Sharper Image's
brand versatility encompasses a vast array of products which
demonstrates the powerful and consistent brand attributes of
quality, excitement, innovation and fun."  He added, "Whether it
is electronics, housewares, health and fitness or unique gifts in
personal care or travel, The Sharper Image brand delivers on all
of the brand's attributes."

     Stephen Miller of GBB continued, "GBB envisions this to be a
terrific opportunity to transform a tier-one, iconic American
brand into a global, multi-channel platform of diverse and unique
consumer products using leading technologies and trend-setting
innovations.  This reflects the core transformational
competencies of the joint venture partners and we look forward to
working with new licensees to grow the brand worldwide and in
multiple categories."

     The joint venture will partner with a number of global
institutions in the ongoing development of The Sharper Image
brand.

                   About Hilco Consumer Capital

     Hilco Consumer Capital http://www.hilcocc.com/is a private  
equity firm that makes strategic investments in consumer
lifestyle brands through acquisitions of North American
manufacturers, wholesalers, intellectual property and retailers.  
HCC investments range from $25 million to $250 million.  Current
portfolio brands and companies include Caribbean Joe(R), Ellen
Tracy, Halston(R), Tommy Armour Golf(R), RAM Golf(R), and Bombay
Brands, LLC.  HCC is a unit of The Hilco Organization, a Chicago-
based, international provider of diversified financial and
operational services, including business asset valuations, asset
acquisition and disposition services, M&A services and retail
consulting.

                      About GB Brands, LLC

     GB Brands, LLC is a member of the Gordon Brothers Group
family of companies.  GB Brands LLC purchases, sells, and
licenses brands and other intellectual property.  Founded in
1903, Gordon Brothers Group http://www.GordonBrothers.com/is a  
global advisory, restructuring and investment firm specializing
in retail and consumer products, industrial and real estate
sectors.  Gordon Brothers Group maximizes value for both healthy
and distressed companies by purchasing or selling all categories
of assets, appraising assets, providing debt financing, making
private equity investments, and operating businesses for extended
periods.  Gordon Brothers Group conducts over $40 billion in
annual transactions and appraisals.

     Its private equity fund, 1903 Equity Fund, holds majority or
minority positions in a portfolio of companies including Como
Fred David, Clair de Lune, Deb Shops, Dollarama, Grafton-Fraser,
Laura Secord, Things Remembered and Toys R Us.

                     About Windsong Brands LLC

     Windsong Brands, LLC http://www.windsongbrands.com/is a  
private equity firm that focuses on investments in leading middle
market consumer companies that own strong recognizable brands.  
The team has a diverse background of consumer expertise that
assists and guides company management to unlock the true
potential of their brand.  Windsong Brands makes majority and
minority investments in both public and private companies.  
Investments and portfolio brand companies include Ellen Tracy,
Caribbean Joe, Joe's Jeans, Field & Stream, Como Sport, and
Alerion Aviation.

                      About Crystal Capital

     Established by a team of experienced financial
professionals, Crystal Capital is an investment firm that
provides capital for middle market companies across all
industries.  The founding principals each have over 25 years of
experience and have provided in excess of $15 billion in creative
capital commitments for buyouts, recapitalizations, refinancings
and growth opportunities.

                      About Sharper Image

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

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

SHARPER IMAGE: Can Pay Obligations Under $3.6MM Severance Plan
--------------------------------------------------------------
Judge Kevin Gross of the U.S. District Court for the District of
Delaware authorized Sharper Image Corp. to honor obligations under
the amended severance program and take all actions necessary to
implement and effectuate the Amended Severance Program.

Prior to the hearing on the approval of the severance program,
Roberta A. DeAngelis, acting United States Trustee for Region 3,
told Judge Gross that, under a law in the U.S. Court of Appeals
for the Third Circuit, any payments relating to the length-of-
service award under the Debtor's Amended Severance Program are
subject to proration into their prepetition and postpetition
components, with only the postpetition component receiving
administrative expense treatment.

Since the Petition Date, approximately 187 of the Debtor's
employees have been terminated and approximately 247 employees
have resigned.  However, approximately 1,966 of the Debtor's
employees have remained with the company during the Chapter 11
process and contributed value by providing uninterrupted labor
during this uncertain time.  

Importantly, these employees have remained, in part, in reliance
on the belief that they would receive certain of their benefits,
including severance, even if the Debtor determined that a
reorganization of the business was not feasible.

Unfortunately, since the Petition Date, the operations of the
Debtor's ongoing stores have been below projections.  Given the
numerous operational difficulties, the current liquidity crisis,
and the restrictive terms of its postpetition financing agreement
with Wells Fargo Retail Finance, LLC, the Debtor has determined
that the only way to preserve and maximize the value of its
estate is to sell its assets.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, states that the success of the
sale process depends on the commitment and stability provided by
the Debtor's employees.

Accordingly, the Debtor asked the Court to authorize it to amend
its existing severance policy as to non-management employees, and
pay approximately $3,600,000 as severance for those of its
employees terminated on or before May 1, 2008, in full and final
satisfaction of their claims for the benefits against the Debtor.

                        Severance Program

To effectively manage employee separations, prior to the Petition
Date, the Debtor established a severance program to (i) minimize
the disruption of workflow, (ii) protect its assets, and (iii)
provide support for any employees who are displaced due to
business circumstances.

Mr. Kortanek notes that the Debtor has determined, in
consultation with its professionals and the Statutory Creditors'
Committee, that approval of the Prepetition Severance Program
with certain modifications is necessary to recognize employees'
substantial contributions and to ensure a successful sale of its
remaining assets.

The Amended Severance Program allows the Debtor to manage
employee separations and achieve the Severance Goals while
providing it with greater flexibility regarding when and to whom
to provide severance benefits.  Moreover, it seeks to treat
fairly those employees who, although terminated postpetition,
provided the Debtor with substantial benefits during the store
closing sales process and throughout the Chapter 11 case.

The Amended Severance Program will continue to provide severance
benefits to selected eligible employees if their employment is
permanently terminated as a result of a reduction in the Debtor's
workforce or an elimination of the employees' present job
position.

To be eligible for severance under the Amended Severance Program,
the employee must be classified as a regular, full time or part-
time employee.  Moreover, the employee must be in good standing
with the Debtor and termination cannot be for cause, retirement,
or resignation, prior to the offering of separation benefits.

Pursuant to the terms of the Amended Severance Program, if an
employee meets the eligibility requirements, the employee is
entitled to severance payments at the sole discretion of the
Debtor:

   (a) two weeks severance for employees employed between zero
       months and a year; and

   (b) two weeks severance plus an additional one week of
       service pay for each completed year of service subject to
       a maximum Severance Period of eight weeks, for employees
       employed for more than one year.

Should any employee be retained by a purchaser of the Debtor's
assets pursuant to a sale, the employee will not be entitled to
any severance pay under the Amended Severance Program.

                      About Sharper Image

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

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


SHARPER IMAGE: Wants to Employ GVS as Valuation Analyst
-------------------------------------------------------
Sharper Image Corp. seeks the authority of the U.S. Bankruptcy
Court for the District of Delaware to employ Gemini Valuation
Services, LLC, as its brand valuation analyst, nunc pro tunc to
May 1, 2008.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, states that the Debtor has
determined that it requires the assistance of an experienced
brand valuation analyst to ascertain the value of the Sharper
Image brand name and ensure the Debtor that it will obtain the
maximum value for its estate as part of the sale of its remaining
assets.

Mr. Kortanek relates that the Debtor selected GVS because the
firm has extensive experience providing valuation services to
numerous public and private companies.

As the Debtor's brand valuation analyst, GVS will:

   (a) discuss with management personnel regarding the Debtor's
       business environment;

   (b) analyze the Debtor's available historical and projected
       financial statements relating to the product lines
       associated with the Sharper Image brand;

   (c) analyze the outlook of the industry in which the Debtor
       and its brand operate to assess current and anticipated
       trends;

   (d) analyze the useful life of the Sharper Image brand;

   (e) analyze royalty rate agreements similar to the Sharper
       Image brand;

   (f) provide other studies and analysis the firm deems relevant
       to the engagement; and

   (g) prepare a narrative report, outlining the assumptions
       utilized, methodologies employed, and conclusions.

GVS will be paid a flat fee of $45,000 plus reasonable out-of-
pocket expenses.  The first $30,000 is to be paid upon entry of a
Court-order granting the employment of GVS, and the Debtor will
pay the remainder of the fee no later than the time at which GVS
delivers its valuation report.

If GVS is requested to terminate work prior to delivering its
valuation opinion, GVS's fees will be mutually agreed upon but
may be no less than GVS's original retainer of $30,000 plus out-
of-pocket expenses.

The Debtor further submits that, because GVS will not be
compensated based on time and effort expended, but instead on a
flat fee basis, recording and submission of detailed time entries
for services rendered in the case is unnecessary and would be
unduly burdensome to GVS.  Accordingly, Sharper Image requests
that the requirements of Rule 2016-2(d) of the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware be waived.

Local Rule 2016-2(d) pertains to information requirements
relating to compensation requests.

James C. Dykstra, a partner at GVS, assures the Court that his
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).     


SHARPER IMAGE: Court Allows Employment of RCS as Consultant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The Sharper Image Corp. to employ RCS Real Estate Advisors as its
exclusive real estate consultant for the purposes described in the
retention agreement between the Debtor and RCS.

Sharper Image determined that it requires the assistance of an
experienced real estate consultant in addressing a variety of real
estate issues that are sure to arise in its bankruptcy case, like
analysis, assessment, marketing and disposition of its leased and
owned properties, Steven K. Kortanek, Esq., at Womble Carlyle
Sandridge & Rice, PLLC, in Wilmington, Delaware, related.

Accordingly, the Debtor sought the Court's approval to hire RCS
Real Estate Advisors as its exclusive real estate consultant in
its Chapter 11 case.

The Debtor's primary purpose of employing RCS is to get RCS'
assistance in assessing its properties in a way that maximizes
value.

Before the Petition Date, RCS had been engaged by the Debtor to
conduct value analysis on its array of leases, and RCS has since
been valuing the Debtor's own property in Arkansas.  RCS' close
coordination with the Sharper Image's management has made it well
acquainted with the Debtor's  businesses and property, Mr
Kortanek explains.

Ivan L. Friedman, a partner at RCS Real Estate Advisors, had
related that in connection with his firm's engagement with the
Debtor prior to the Petition Date, RCS received two payments on a
single invoice issued on October 18, 2007, for services rendered
by RCS from October 5, 2006, to October 17,2007:

    (i) $24,000 on December 3, 2007; and
   (ii) $12,000 on January 14,2008.

Mr. Friedman stated that under the terms of the firm's agreement
with the Debtor, RCS will not receive a payment for services
rendered until the relevant closing documents for a transaction
are signed by all parties to that transaction.  Accordingly, even
though the payments were made in connection with a single
invoice, each payment only became due upon the closing of the
relevant transaction for which RCS rendered its services.

In connection with the firm's engagement in the Debtor's Chapter
11 case, RCS will receive a $50,000 non-refundable retainer to be
applied first to earnings upon approval of RCS's retention.

Prior to the Court's ruling, counsel for the Debtor delivered to
the Court a revised proposed order, which the Court subsequently
approved.

The Order provides that notwithstanding anything in the Retention
Agreement to the contrary, RCS will not be entitled to be
compensated under Section IV(A) of the Agreement if the firm is
dismissed for cause.

RCS will be compensated in accordance with the Retention
Agreement, provided that RCS (i) must file interim fee statements
on notice with an opportunity to object once every 120 days which
list the transactions consummated and the calculation of any fees
paid to RCS, and (ii) must file a final fee application in
accordance with the Bankruptcy Code, Bankruptcy Rules, and Local
Rules.

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

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Files Financial Info Related to Share Purchase Deal
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated May 9, 2008, Eryk J. Spytek, senior vice-
president, general counsel and secretary of SIRVA, Inc.,
disclosed that the company amended the fourth paragraph of their
disclosure dated March 6, 2008, in connection with the Share
Purchase Agreement with with Picot Limited and Irving Holdings
Limited.

As reported by the Troubled Company Reporter on May 12, 2008,
Mr. Spytek SIRVA, Inc. and its debtor-affiliates; JPMorgan Chase
Bank, N.A., as the administrative agent; J.P. Morgan Securities
Inc., as sole lead arranger and sole bookrunner; and a syndicate
of financial institutions, entered into a first amendment of the
Credit and Guarantee Agreement dated February 6, 2008.

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

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

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

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

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

An amendment to the fourth paragraph of their disclosure dated
March 6, 2008, stated that SIRVA and its affiliates will retain a
perpetual, irrevocable license to use the "Pickfords" name and
trademark, only for use in combination with "Allied," for an
initial royalty payment of $474,000 in 2011, and subsequent
annual royalty payments equal to 103% of the previous year's
royalty payment.

The Amendment corrects a typographical error -- the "2011" is
replaced with "2008,"  Mr. Spytek says.

In addition, SIRVA UK Limited, a wholly owned subsidiary of SIRVA
Group Holdings Limited, agreed to pay to Allied International
N.A. Inc., a $426,600 network management fee in 2008, and
subsequent annual network management fees equal to 103% of the
previous year's network management fee.  In consideration for the
network management fee, Allied will oversee certain transportation
services using the "Pickfords" name, and will manage the use of
certain trademarks.  The network management fee arrangement will
run through March 31, 2011.

The Debtors also filed, as part of the Amendment, their unaudited
pro forma financial information, to reflect the disposition
pursuant to the Share Purchase Agreement.

                          SIRVA, Inc.
         Unaudited Pro Forma Consolidated Balance Sheet
                     At December 31, 2007
                         (in millions)

                                As        Pro Forma
                                Reported  Adjustments  Pro Forma
                                --------  -----------  ---------
Revenues:
   Service                       $1986.2       $166.3    $1819.9
   Home sales                     1983.7            -     1983.7
                                 -------      -------    -------
Total revenues                    3969.9        166.3     3803.6

Direct expenses:
   Purchased transportation       1115.1         35.4     1079.7
      expense
   Cost of homes sold             2048.2            -     2048.2
   Other direct expense            506.0         79.0      427.0
                                 -------      -------    -------
Total direct expenses             3669.3        114.4     3554.9
                                 -------      -------    -------
Gross margin                       300.6         51.9      248.7

Operating expenses:
   General and administrative      318.6         57.9      260.7
      expense
   Impairments                     388.4         92.7      295.7
   Intangibles amortization          7.5            -        7.5
   Restructuring expense             4.9          0.3        4.6
   Gain on sale of assets           (1.3)        (1.3)         -
                                 -------      -------    -------
Operating loss from continuing    (417.5)       (97.7)    (319.8)
   operations

Interest expense, net               65.7          0.3       65.4
Debt extinguishment gain            (4.1)           -       (4.1)
Gain on sale of businesses, net     (3.3)           -       (3.3)
Other income, net                   (1.4)        (1.0)      (0.4)
                                 -------      -------    -------
Loss from continuing operations   (474.4)       (97.0)    (377.4)
   before income taxes
Income tax benefit                 (62.2)        (7.2)     (55.0)
                                 -------      -------    -------
Loss from continuing operations  ($412.2)      ($89.8)   ($322.4)
                                 =======      =======    =======


                          SIRVA, Inc.
    Unaudited Pro Forma Consolidated Statement of Operations
              For the Year Ended December 31, 2007
                         (in millions)

                                As        Pro Forma
                                Reported  Adjustments  Pro Forma
                                --------  -----------  ---------
Assets

Current assets:
   Cash and cash equivalents       $35.1        $12.4      $22.7
   Accounts and notes              280.0         68.3      211.7
      receivable, net of
      allowance for doubtful
      accounts of $12.0, $0.5
      and $11.5, respectively
   Relocation properties           251.7            -      251.7
       held for resale, net
   Mortgages held for resale        55.4            -       55.4
   Retained interest in             31.1            -       31.1
      receivables sold
   Other current assets             25.9          2.8       23.1
                                 -------      -------    -------
Total current assets               679.2         83.5      595.7
   Property and equipment, net      75.5         20.3       55.2
   Intangible assets, net           68.7          0.1       68.6
   Goodwill                         46.9          0.3       46.6
   Other long-term assets           24.1         11.1       13.0
                                 -------      -------    -------
Total long-term assets             215.2         31.8      183.4
                                 -------      -------    -------
Total assets                      $894.4       $115.3     $779.1
                                 =======      =======    =======

Liabilities and Stockholders' Deficit

Current liabilities:
   Current portion of             $404.0         $1.7     $402.3
      long-term debt and
      capital lease obligations
   Short-term debt                 106.8          0.8      106.0
   Accounts payable                272.7         14.5      258.2
   Accrued purchased                61.5          7.0       54.5
      transportation expense
   Deferred revenue and             51.3          4.2       47.1
      other deferred credits
   Accrued income taxes             48.4         48.4          -
   Book overdrafts                  36.0          2.5       33.5
   Other current liabilities        96.0         10.1       85.9
                                 -------      -------    -------
Total current liabilities         1076.7         89.2      987.5
   Long-term debt                    1.6          1.1        0.5
   Deferred income taxes            10.7          8.7        2.0
   Other long-term liabilities      60.0         22.8       37.2
Total long-term liabilities         72.3         32.6       39.7
                                 -------      -------    -------
Total liabilities                 1149.0        121.8     1027.2

Convertible perpetual               70.4            -       70.4
   preferred stock

Stockholders' deficit:
   Common stock ($0.01 par           0.7            -        0.7
      value, 500,000,000 shares
      authorized with 75,858,757
      issued and outstanding at
      December 31, 2007)
   Additional paid-in-capital      482.7            -      482.7
   Accumulated other                12.6        (12.3)      24.9
      comprehensive income
   Accumulated deficit            (821.0)         5.8     (826.8)
Total stockholders' deficit       (325.0)        (6.5)    (318.5)
                                 -------      -------    -------
Total liabilities and             $894.4       $115.3     $779.1
   stockholders' deficit         =======      =======    =======

                        About Sirva Inc.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  When the Debtors filed for
bankruptcy, it reported total assets of US$924,457,299 and total
debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.  
The Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.  The Debtors' First Amended Prepackaged Joint Plan of
Reorganization became effective on May 12, 2008.  

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


SIRVA INC: Triple Net Withdraws Appeal on DIP Financing, Payments
-----------------------------------------------------------------
Triple Net Investments IX, LP, has withdrawn its motion for leave
to file an appeal from:

   * a final order by the U.S. Bankruptcy Court for the Southern
     District of New York allowing Sirva Inc. and its debtor-
     affiliates to obtain postpetition financing, authorizing them
     to use cash collateral, and granting adequate protection to
     prepetition secured parties; and

   * the approval of the the stipulation resolving the
     reconsideration request of the Bankruptcy's Court order
     authorizing the payment of prepetition unsecured claims,
     entered into by the Debtors and the Official Committee of
     Unsecured Creditors in their Chapter 11 cases, and the
     Official Committee of Unsecured Creditors of 360networks
     (USA) Inc.

Triple Net said in its letter to the Bankruptcy Court that it
withdraws its motion to appeal, given that along with the Debtors,
it considers the Orders being appealed from to be final orders.  
Triple Net requested that the notices of appeal be filed with the
U.S. District Court for the Southern District of New York.

Triple Net holds a claim against Debtor North American Van Lines,
Inc.

As reported by the TCR on March 5, 2008, the Bankruptcy Court
approved, on a final basis, the debtor-in-possession credit
facility of the Debtors.  The order allowed the debtors to obtain
up to $150,000,000 of postpetition financing, authorized them to
use cash collateral, and granted adequate protection to secured
parties prior to the Debtors' bankruptcy filing.

As reported by the TCR on March 6, 2008, Judge James M. Peck
approved a Stipulation entered by the Debtors regarding payments
of prepetition unsecured claims.

Triple Net wanted the District Court to clarify if:

   -- the entry of the Orders, without prior notice to any
      adverse party, is a denial of due process, which requires
      reversal of the Orders on appeal;

   -- the Bankruptcy Court committed a reversible error in
      entering the Orders;

   -- given the fast track confirmation process for Debtors'
      Plan, Triple Net will be denied due process or a meaningful
      opportunity to have an appellate review of the Orders, if
      leave to appeal is denied; and

   -- there is a likelihood that appellate review at the
      conclusion of the case will have effectively been rendered
      moot by the entry of subsequent court orders, including
      orders approving a disclosure statement and confirming the
      Plan, if Triple Net is denied access to immediate appellate
      review of the Orders.

The Bankruptcy Court had previously denied Triple Net's request
for a stay of the Orders pending a ruling on its prior appeals.  
Judge Peck held that Triple Net failed to demonstrate irreparable
harm in the event that the stay is denied, and noted that a stay,
on the other hand, will cause substantial injury to the Debtors
and their creditors.

District Court Judge Gerard E. Lynch pointed out that the
Bankruptcy Court had already concluded that Triple Net's arguments
were without merit.  Judge Lynch held that the Bankruptcy Court
had given careful consideration to its finding that the Final DIP
Order and the Prepetition Claims Order will facilitate the
Debtors' business and secure maximum benefit for all parties.

                        About Sirva Inc.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  When the Debtors filed for
bankruptcy, it reported total assets of US$924,457,299 and total
debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.  
The Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.  The Debtors' First Amended Prepackaged Joint Plan of
Reorganization became effective on May 12, 2008.  

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


SPACEHAB INC: ARES Terminates Cost Plus Award Fee Subcontract
-------------------------------------------------------------
On May 7, 2008, SPACEHAB, Incorporated received a letter from ARES
Corporation notifying the Company of ARES's intent to terminate
the Cost Plus Award Fee Subcontract No. SGS-0311403.00 with the
Company.  Under the Subcontract, ARES may terminate their
arrangement for 'convenience."

In its letter, ARES said ". . . the objective of the Subcontract
was to assist [the National Aeronautics and Space
Administration's] continued development and operation of the
International Space Station . . . ."

The Company has consistently received excellent reviews for its
performance under the Subcontract and has earned near maximum
award fees.

Currently, 45 SPACEHAB employees are engaged under the
Subcontract, which resulted in revenues of $3.9 million for the
first nine months of the current fiscal year.

SPACEHAB, in a quarterly filing with the Securities and Exchange
Commission, reported that it generated $19,494,000 in revenues for
the first nine months of its fiscal year ended March 31, 2008.  
SPACEHAB generated $6,588,000 in revenues for the three months
ended March 31.

The Company will continue under the current task orders under the
Subcontract until at least June 5, 2008.  The Subcontract extended
pursuant to its original term until September 30, 2008.

The Company and ARES have not resolved certain issues relative to
the early termination of the Subcontract.  The Company is
evaluating its contractual rights and other options with respect
to ARES's claimed termination of the Subcontract, including ARES'
obligations with respect to such claimed termination.

Headquartered in Webster, Texas, SPACEHAB Inc. (NASDAQ: SPAB) --
http://www.spacehab.com/-- offers space access and payload       
integration services, production of valuable commercial products
in space, spacecraft pre-launch processing facilities and
services, development and extension of space-based products to the
consumer market, and program and engineering support ranging from
development and manufacturing of flight hardware to large scale
government project management.

                       Going Concern Doubt

PMB Helin Donovan LLP in Houston, Texas, expressed substantial
doubt about Spacehab Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
reported that the company has sustained recurring losses and
negative cash flow from operations.

According to the Troubled Company Reporter on May 1, SPACEHAB has
received a NASDAQ Staff Determination letter indicating that it
failed to comply with NASDAQ Marketplace Rule 4310(c)(4) and its
securities were, therefore, subject to delisting from The NASDAQ
Capital Market.  Marketplace Rule 4310(c)(4) requires that the
company maintain a $1.00 bid price.  SPACEHAB has been granted a
grace period, which expires on October 6, 2008, to regain
compliance with this Rule.


SPECTRUM BRANDS: Not In Talks for Sale of Home and Garden Biz
-------------------------------------------------------------
Spectrum Brands, Inc., currently is not involved in on-going
discussions with potential purchasers of its Home and Garden
Business.

Spectrum Brands issued the statement in its reply to an inquiry by
the staff of the Securities and Exchange Commission regarding
matter reported in the company's Form 10-K for the fiscal year
ended September 30, 2007, filed December 14, 2007; Form 10-Q for
the fiscal quarter ended December 30, 2007; and Form 8-K dated
February 7, 2008.

In its letter to the Company dated February 22, 2008, the SEC
staff asked the company to explain, among others, its planned
divestiture of its Home and Garden Business.

Spectrum Brands related that it engaged independent investment
advisors to assist it in exploring possible strategic options,
including divesting certain assets, to sharpen the Company's focus
on strategic growth businesses, reduce outstanding indebtedness
and maximize long-term shareholder value.  During the first
quarter of Fiscal 2007, the Company approved and initiated a plan
to sell the Home and Garden Business.

During the first and second quarters of Fiscal 2007, the Company
engaged in substantive negotiations with a potential purchaser as
to definitive terms for the purchase of the Home and Garden
Business; however, the potential purchaser ultimately determined
not to pursue the acquisition.  The Company continued to actively
market the Home and Garden Business after such time, however, the
Fiscal 2007 selling season for lawn and garden and household
insect control product offerings was significantly negatively
impacted by extremely poor weather conditions throughout the
United States, resulting in poor operating performance of the Home
and Garden Business.  In addition, during the fourth quarter of
Fiscal 2007 there was an unforeseen, rapid and significant
tightening of liquidity in the U.S. credit markets.  This
tightening of liquidity within the credit markets had a direct
impact on the expected proceeds that the Company would ultimately
receive in connection with a sale of the Home and Garden Business.

To address these issues, during the fourth quarter of Fiscal 2007,
the Company, with assistance from its independent investment
advisors, reassessed the value of the Home and Garden Business to
take into account the changes in the credit markets and the weaker
than planned operating performance during the Fiscal 2007 selling
season so as to ensure that the Home and Garden Business was being
marketed at a price that was reasonable in relation to its current
fair value.  The reassessment by the Company, with assistance from
its independent investment advisors, produced a lower range of
expected sales values than was previously determined.

As a result of the reassessment, the Company recorded an
impairment charge against the Home and Garden Business during the
fourth quarter of Fiscal 2007 to reflect its fair value as
determined by the Company with assistance from its independent
investment advisors.  Subsequent to taking the impairment charge,
and thereby revising expectations of the proceeds that will
ultimately be received upon a sale of the Home and Garden
Business, the Company continued to be in active discussions with
various potential purchasers.

In its inquiry, the SEC staff also asked the company to explain
the redemption feature related to the Variable Rate Toggle Senior
Subordinated Notes due 2013 the Company issued.

Spectrum Brands explained the Variable Rate Toggle Senior
Subordinated Notes due October 2, 2013, as well as its Senior
Subordinated Notes due February 1, 2015, and its Senior
Subordinated Notes due October 1, 2013, contain certain provisions
that require the Company to make an offer to repurchase the notes
for a specified redemption price upon the occurrence of a change
in control.  Spectrum Brands said the redemption provisions
provide for settlement solely in cash.

Spectrum Brands also noted that following its offer to exchange
the entire $350 million of outstanding principal amount of the
Company's 8-1/2% Senior Subordinated Notes due 2013 for the same
aggregate principal amount of Variable Rate Toggle Senior
Subordinated Notes due 2013 pursuant to the terms of an exchange
offer which expired on April 13, 2007, approximately $3 million
aggregate principal amount of the Company's 8-1/2% Senior
Subordinated Notes due 2013 remained outstanding and that
substantially all of the restrictive covenants contained in the
Indenture that governs the Company's remaining 8-1/2% Senior
Subordinated Notes due 2013 were removed.  As a result, the
Indenture governing the Company's 8-1/2% Senior Subordinated Notes
due 2013 no longer contains a provision that requires the Company
to make an offer to repurchase the notes for a specified
redemption price upon the occurrence of a change in control.  
Spectrum Brands promised to clarify this fact in its future
filings.

A full-text copy of Spectrum Brand's response to the SEC staff
inquiry is available at no charge at:

               http://ResearchArchives.com/t/s?2c12

                      About Spectrum Brands

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

                          *     *     *

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


SPEEDEMISSIONS INC: Tauber & Balser Raises Going Concern Doubt
--------------------------------------------------------------
Tauber & Balser, P.C., in Atlanta, Georgia, raised substantial
doubt on Speedemissions Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, 2006.  The auditing
firm pointed to the company's recurring losses from operations and
limited capital resources.

For the year ended Dec. 31, 2007, the company posted a $264,232
net loss on $9,662,245 of revenues compared with a $1,332,206 net
loss on $9,480,097 of revenues in 2006.

As of Dec. 31, 2007, the company's balance sheet showed $9,719,301
in total assets, $6,145,445 in total liabilities, and $3,573,856
in total shareholders' equity.

The company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $1,030,713 in total current assets available to pay
$1,078,048 in total current liabilities.

                         Subsequent Events

The company's expansion plans during the quarter ended Dec. 31,
2007, and for the first six months in 2008 included opening
between 12 and 17 new stores in Houston, Dallas, and St. Louis.
The Dallas stores are all located within Sears Auto Centers.

As of Dec. 31, 2007, the company had opened four emissions testing
and safety inspection stations in Dallas, and had 12 under
construction or in the planning stages in Houston, Dallas and St.
Louis.  As of March 28, 2008, the company had opened nine of the
13 that were under construction or the planning stages at Dec. 31,
2007.  Five stores opened in Dallas, one store in Houston and
three in St. Louis.  The company expects to open a total of three
additional stores before June 30, 2008.  These stores will be
located within Sears Auto Centers in the Dallas, Texas area.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b0c

                    About Speedemissions Inc.

Headquartered in Atlanta, Speedemissions Inc. (OTC BB: SPMI.OB) --
http://www.speedemissions.com/-- is a vehicle emissions (and
safety inspection where required) testing company in the United
States in areas where emissions testing is mandated by the
Environmental Protection Agency.  The focus of the company at the
present time is the Atlanta, Houston, and Salt Lake City markets.


SPIRE CORP: Eludes Default, Gets Waiver from Silicon Valley Bank
----------------------------------------------------------------
Spire Corp. obtained a waiver from Silicon Valley Bank for its  
violation of bank loan covenants, East Bay Business Times reports.

In a regulatory filing with the Securities and Exchange
Commission, the company stated that Silicon Valley Bank granted a
waiver for the company's defaults for not meeting its Dec. 31,
2007, quarter liquidity and profit covenants and for not meeting
its January and February 2008 liquidity covenants.

                   Amendments to Credit Agreement

On May 13, 2008, the Bank amended each of the Equipment Credit
Facility and the Revolving Credit Facility, modifying the
company's net income profitability covenant requirements in
exchange for a 0.75% increase in its interest rate and waiver
restructuring fee equal to 0.5% of amounts outstanding under the
Equipment Credit Facility and committed under the Revolving Credit
Facility.

On March 31, 2008, Spire Corporation entered into a second Loan
and Security Agreement with Silicon Valley Bank.  Under the terms
of the Revolving Credit Facility, the Bank agreed to provide the
company with a credit line up to $5 million.  

The company's obligations under the Revolving Credit Facility are
secured by substantially all of its assets, and advances under the
Revolving Credit Facility are limited to 80% of eligible
receivables and the lesser of 25% of the value of eligible
inventory or $2.5 million if the inventory is backed by a customer
letter of credit.

Interest on outstanding borrowings accrues at a rate per annum
equal to the greater of Prime Rate plus 1% or 7%.  In addition,
the company agreed to pay to the Bank a collateral monitoring fee
of $750 per month in the event the company is in default of its
covenants and agreed to these additional terms:

   (i) $50,000 commitment fee;

  (ii) an unused line fee in the amount of 0.75% per annum
       of the average unused portion of the revolving line; and

(iii) an early termination fee of 0.5% of the total credit line
       if the company terminates the Revolving Credit Facility    
       prior to 12 months from the Revolving Credit Facility's
       effective date.

The Revolving Credit Facility, if not sooner terminated in
accordance with its terms, expires on March 30, 2009.

In addition, on March 31, 2008, in connection with the execution
of the Revolving Credit Facility, the company and the Bank amended
the company's existing Loan and Security Agreement, dated May 25,
2007.

Under the original terms of the Equipment Credit Facility, for a
one-year period, the company could borrow up to $3.5 million in
the aggregate to finance certain equipment purchases.  Each
advance made under the Equipment Credit Facility is due 36 months
from the date the advance is made.

Advances made under the Equipment Credit Facility originally bore
interest at the Bank's prime rate, as determined, plus 0.5%, and
were payable in 36 consecutive monthly payments after the funding
date of that advance.

Under the terms of the Equipment Credit Facility, as long as any
commitment remains outstanding under the facility, the company
must comply with an adjusted quick ratio covenant and a minimum
quarterly net income covenant.

Further the covenants were amended to match the new covenants
contained in the Revolving Credit Facility.  The company's
interest rate under the Equipment Credit Facility was also
modified to match the interest rate calculation under the
Revolving Credit Facility.

Accordingly, advances under the Equipment Credit facility now bear
interest at the greater of the Bank's prime rate, as determined,
plus 1% or 7%.

In addition to the liquidity and profit covenants under the
Equipment Credit Facility, until all amounts under the credit
facilities with the Bank are repaid, covenants under the credit
facilities impose restrictions on the company's ability to, among
other things, incur additional indebtedness, create or permit
liens on its assets, merge, consolidate or dispose of assets, make
dividend and other restricted payments, make certain debt or
equity investments, make certain acquisitions, engage in certain
transactions with affiliates or change the business conducted
by the company and its subsidiaries.

Any failure by the company to comply with the covenants and
obligations under the credit facilities could result in an
event of default, in which case the Bank may be entitled to
declare all amounts owed to be due and payable immediately.

The company's obligations under the credit facilities are secured
by substantially all of its assets.

                         Financial Results

The company reported net loss of approximately $508,000 for the
three months ended March 31, 2008, compared to a net loss of
$1.7 million in 2007.  The net loss decreased approximately
$1.2 million due to the increase in sales and revenues and the
improvement in gross margins.

At March 31, 2008, the company's balance sheet showed total assets
of $46.4 million, total liabilities of $38.0 million and total
liabilities of roughly $8.4 million.

                     About Spire Corporation
  
Headquartered in Bedford, Massachussetts, Spire Corporation
(NASDAQ:SPIR) -- http://www.spirecorp.com/-- is engaged in  
developing, manufacturing and marketing turnkey solutions for the
solar industry, including manufacturing equipment and full turnkey
lines for cell and module production and testing.  The company
also offer through its subsidiary Spire Semiconductor concentrator
cell and light-emitting diode fabrication services and through its
joint venture Gloria Spire Solar photovoltaic system integration
services.  It also operates a line of business associated with
biomedical applications.


STEAKHOUSE PARTNERS: Case Summary & 45 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Steakhouse Partners, Inc.
             fka Texas Loosey's Steakhouse & Saloon, Inc.
             fka Galveston's Steakhouse Corp.
             10200 Willow Creek Rd.
             San Diego, CA 92131

Bankruptcy Case No.: 08-04147

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Paragon of Michigan, Inc.                  08-04153
        fka Villa Inns of Wisconsin, Inc.
        dba Mountain Jack's
        dba Carvers

        Paragon Steakhouse Restaurants, Inc.       08-04152
        dba Hungry Hunter
        dba The Whaling Co.
        dba Hunter Steakhouse
        dba Mountain Jack's
        dba Carvers
        dba Cliffhouse of Folsom
        dba Tippecanoe Place
        dba Carvers Creek

Type of Business: The Debtors own and operate steakhouse
                  restaurants in the US.  Their restaurants
                  specialize in complete steak and prime rib meals
                  and also offer fresh fish and other lunch and
                  dinner dishes.  They operate under the brand
                  names of Hungry Hunter's, Hunter Steakhouse,
                  Mountain Jack's and Carvers.  Their menu also
                  include fresh fish, seafood, pasta, chicken,
                  prime rib, steaks, appetizers and desserts.  As
                  of December 31, 2006, they operate 25 full-
                  service steakhouse restaurants located in eight
                  states.  They operates solely in domestic
                  market.  See http://www.paragonsteak.com/

Chapter 11 Petition Date: May 15, 2008

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtors' Counsel: Enid M. Colson, Esq.
                  Email: ecolson@linerlaw.com
                  Liner Yankelevitz Sunshine & Regenstreif, LLP
                  1100 Glendon Ave., 14th Flr.
                  Los Angeles, CA 90024-3503
                  Tel: (310) 500-3500
                  Fax: (310) 500-3501
                  http://www.linerlaw.com/

Total Assets: $16,395,000

Total Debts:  $26,010,000

A. Steakhouse Partners, Inc's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Littman Krooks                 Trade debt            $66,647
Attn: Mitchell C. Littman
655 Third Avenue
New York, NY 10017
Tel: (212) 490-2020

Morrison/Forerster LLP         Trade debt            $11,852
Attn: Christopher Forrest
P.O. Box 60000
San Francisco, CA 94160
Tel: (858) 720-5110

RR Donnelley Receivables, Inc. Trade debt            $3,670
Inc.
4350 La Jolla Village Dr.,
Ste. 300
San Diego, CA 92122
Tel: (858) 587-8300

Delaware Secretary of State    Trade debt            $2,643

PR Newswire                    Trade debt            $865

B. Paragon Steakhouse Restaurants, Inc's 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Critical Capital Growth Fund   Unsecured note        $1,887,853
Attn: Charles Robinson         and interest
90 Park Avenue, 31st Flr.
New York, NY 10016
Tel: (212) 697-5200

Central Meat & Provision       Trade Debt            $185,879
1603 National Ave.
San Diego, CA 92113
Tel: (619) 239-1391

Morrison/Foerster LLP          Legal Fees            $137,251
P.O. Box 60000
San Francisco, CA 94160
Tel: (858) 720-5110

                               Trade debt            $11,852

Realty Income Corp.            Rent                  $114,255

Jack Star                      Rent                  $80,476

Latham & Watkins               Legal Fees            $80,279

Ernst Luce California, LLC     Rent                  $77,873

Blue Shield of California      Insurance premiums    $67,259

Littman Krooks                 Trade debt            $66,647

James Watt                     Rent                  $61,846

Littman Krooks, LLP            Legal Fees            $55,025

Froehlich Richards             Rent                  $54,920

General Produce Co., Ltd.      Trade Debt            $52,121

National Retail Properties     Rent                  $49,867

Ramallah, Inc.                 Rent                  $48,772

Balis                          Consulting Fees       $43,500

Gary A. Yeomans Trust          Rent                  $39,986

RR Donnelley Receivables, Inc. Trade debt            $3,670

Corporate Trust Center         Trade debt            $2,643

PS Newswire                    Trade debt            $865

C. Paragon of Michigan, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Critical Capital Growth Fund   Unsecured note        $1,887,853
Attn: Charles Robinson         and interest
90 Park Avenue, 31st Flr.
New York, NY 10016
Tel: (212) 697-5200

Central Meat & Provision       Trade Debt            $185,879
1603 National Ave.
San Diego, CA 92113
Tel: (619) 239-1391

Morrison/Foerster LLP          Legal Fees            $137,251
P.O. Box 60000
San Francisco, CA 94160
Tel: (858) 720-5110

                               Trade debt            $11,852

Realty Income Corp.            Rent                  $114,255

Jack Star                      Rent                  $80,476

Latham & Watkins               Legal Fees            $80,279

Ernst Luce California, LLC     Rent                  $77,873

Blue Shield of California      Insurance premiums    $67,259

Littman Krooks                 Trade debt            $66,647

James Watt                     Rent                  $61,846

Littman Krooks, LLP            Legal Fees            $55,025

Froehlich Richards             Rent                  $54,920

General Produce Co., Ltd.      Trade Debt            $52,121

National Retail Properties     Rent                  $49,867

Ramallah, Inc.                 Rent                  $48,772

Balis                          Consulting Fees       $43,500

Gary A. Yeomans Trust          Rent                  $39,986

RR Donnelley Receivables, Inc. Trade debt            $3,670

Corporate Trust Center         Trade debt            $2,643

PS Newswire                    Trade debt            $865


SUNCREST LLC: Court Approves Snell & Wilmer as Panel's Counsel
--------------------------------------------------------------
The Hon. William T. Thurman of the United States Bankruptcy Court
for the District of Utah gave the Official Committee of Unsecured
Creditors of SunCrest LLC permission to employ Snell & Wilmer as
its counsel.

Snell & Wilmer is expected to:

   a) represent the Committee in its analysis of an consultation
      with the Debtor concerning the operation and liquidation of
      the Debtor's business and assets, and the administration of
      the Debtor's case;

   b) represent the Committee and the interest of unsecured
      creditors in negotiations toward, and confirmation and
      consummation of, any reorganization plan;

   c) represent the Committee and the interest of unsecured
      creditors in all matters before the Court in this case; and

   d) perform all other necessary legal services that are in the
      best interest of the Committee and the unsecured creditors
      of the Debtor.

David E. Leta, Esq., a partner at the firm, will represent the
Committee.  Mr. Leta bills $400 per hour for services rendered in
this case.

Together with Mr. Leta, Michael R. Johnson, Esq. and David V.
Leigh, Esq., both attorneys of the firm, will also render their
services to the Committee.

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the estate and is "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

                         About SunCrest

Headquartered in Draper, Utah, SunCrest LLC fdba Dae/Westbrook LLC
-- http://www.suncrest.com-- develops mountaintop community in  
Draper.  The company filed for Chapter 11 protection on April 11,
2008 (Bankr. D. Utah Case No.08-22302).  The U.S. Trustee for
Region 19 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.

As reported in the Troubled Company Reporter on May 13, 2008, it
listed total assets of $54,057,922 and total debts of $55,329,651.


SUNSTATE EQUIPMENT: Moody's Cuts Corp. Family Rating to B2 from B1
------------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default ratings of Sunstate Equipment Rental Co.,
LLC to B2 from B1.  In addition, the ratings on Sunstate's 10.5%
senior second lien notes due 2013 have been downgraded to Caa1 LGD
5 from B3 LGD 5.  The ratings outlook is negative.

The downgrades reflect the company's small size, regional
concentration and significant deterioration in operating
performance that began in the second half of 2007 with weakening
construction markets of the Southwestern U.S.  In Moody's view the
company's operating and credit metrics are now more reflective of
a B2 corporate credit profile.  Despite the weak operating
outlook, Sunstate possesses a good liquidity profile and
management plans significantly reduced fleet spending over 2008
and 2009 to address the lower expected equipment utilization
rates; these factors add support to the B2 corporate family
rating.

The negative outlook reflects concern that the weak construction
markets impacting Sunstate will likely continue into 2009,
challenging the company's ability to generate enough free cash
flow to reduce leverage over 2008 and 2009.  Of particular
importance will be the performance of the Arizona and southern
California construction markets where Sunstate has relatively high
concentration.  Key to stabilizing the ratings will be the
company's ability to demonstrate that it can reduce capital
spending and still generate enough earnings for debt reduction,
such that EBIT to interest remains above 1.0x with debt to EBITDA
below 4.0x, on a Moody's adjusted basis.

Sunstate's liquidity profile is supported by a $225 million first
lien, asset backed revolving credit facility that expires in
August 2011.  Availability on the revolving credit facility, which
was $103.7 million at Dec. 31, 2007, is governed by a borrowing
base calculation.  The borrowing base currently exceeds the
revolving credit facility commitment.  The credit facility has
minimum EBITDA, maximum leverage and maximum capital expenditure
tests, as defined, that apply if availability declines below
$20 million.  In Moody's view the likelihood of these covenant
tests becoming active in coming quarters is low.

Sunstate Equipment Co. LLC, headquartered in Phoenix, Arizona, is
a regional equipment supplier with 50 branches predominately in
the Southwestern U.S. Original rental fleet equipment cost was
$355 million at Dec. 31, 2007.


SUPERIOR OFFSHORE: To Sell Assets to Global Industries for $6MM
---------------------------------------------------------------
Superior Offshore International, Inc., asked the United States
Bankruptcy Court for the Southern District of Texas for authority
to sell a 12-man 300 meter skid-mounted saturation diving system
and related equipment to Global Industries Offshore LLC for a cash
payment of $6,750,000.

Headquartered in Houston Texas, Superior Offshore (Nasdaq: DEEP)
-- http://www.superioroffshore.com/-- provides subsea  
construction and commercial diving services to the offshore
oil and gas industry.  The company's construction services include
installation, upgrading and decommissioning of pipelines and
production infrastructure.  The company operates a fleet of seven
service vessels and provides remotely operated vehicles (ROVs) and
saturation diving systems for deepwater and harsh environment
operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).  
The Company continues to operate its business as "debtor in
possession" under the jurisdiction of the Court in accordance with
the applicable provisions of the Bankruptcy Code and orders of the
Court.

David Ronald Jones, Esq., and Joshua Walton Wolfshohl, Esq., at
Porter & Hedges LLP, represent the Debtor.  The company's
consolidated balance sheets showed total assets of
$300,532,000 and total debts of $141,139,000 for the quarterly
period ended Sept. 30, 2007.  The company incurred $1,038,000 in
net loss in nine months ended Sept. 30, 2007, compared with
$37,000,000 in net income the previous year.


SUPERIOR OFFSHORE: Wants to Terminate Registration of Securities
----------------------------------------------------------------
Superior Offshore International, Inc., sought permission from the
United States Bankruptcy Court for the Southern District of Texas
to terminate its registration under Section 12(g) of the
Securities Exchange Act of 1934.

Headquartered in Houston Texas, Superior Offshore (Nasdaq: DEEP)
-- http://www.superioroffshore.com/-- provides subsea  
construction and commercial diving services to the offshore
oil and gas industry.  The company's construction services include
installation, upgrading and decommissioning of pipelines and
production infrastructure.  The company operates a fleet of seven
service vessels and provides remotely operated vehicles (ROVs) and
saturation diving systems for deepwater and harsh environment
operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).  
The Company continues to operate its business as "debtor in
possession" under the jurisdiction of the Court in accordance with
the applicable provisions of the Bankruptcy Code and orders of the
Court.

David Ronald Jones, Esq., and Joshua Walton Wolfshohl, Esq., at
Porter & Hedges LLP, represent the Debtor.  The company's
consolidated balance sheets showed total assets of
$300,532,000 and total debts of $141,139,000 for the quarterly
period ended Sept. 30, 2007.  The company incurred $1,038,000 in
net loss in nine months ended Sept. 30, 2007, compared with
$37,000,000 in net income the previous year.


TABERNA IX: Fitch Cuts Rating on Classes B-1L & B-2L Notes
----------------------------------------------------------
Fitch Ratings downgrades five classes of notes totaling $189
million, and affirms four class of notes totaling $516 million,
issued by Taberna Preferred Funding IX, Ltd./Inc. (Taberna IX).
The Rating Watch Negative status of classes A-2LA, A-2LB, A-3LA,
A-3LB, B-1L and B-2L has also been removed.

These rating actions are effective immediately:

   -- $275,000,000 class A-1LA Notes affirmed at 'AAA';

   -- $100,000,000 class A-1LAD Notes affirmed at 'AAA';

   -- $116,000,000 class A-1LB Notes affirmed at 'AAA';

   -- $25,000,000 class A-2LA Notes affirmed at 'AA+', removed
      from Rating Watch Negative;

   -- $53,000,000 class A-2LB Notes downgraded to 'A+' from 'AA',
      removed from Rating Watch Negative;

   -- $20,000,000 class A-3LA Notes downgraded to 'A-' from 'A',
      removed from Rating Watch Negative;

   -- $25,000,000 class A-3LB Notes downgraded to 'BBB' from
      'A-', removed from Rating Watch Negative;

   -- $46,000,000 class B-1L Notes downgraded to 'BB' from 'BBB',
      removed from Rating Watch Negative;

   -- $45,000,000 class B-2L Notes downgraded to 'B-' from 'BB',
      removed from Rating Watch Negative.

Taberna IX is a collateralized debt obligation (CDO) managed by
Taberna Capital Management, LLC (TCM) that closed on June 28,
2007, followed by a 215 day ramp-up period. The notes issued by
Taberna IX are backed by trust preferred securities issued by
subsidiaries of real estate investment trusts (REITs), real estate
operating companies, specialty-finance companies and homebuilders,
as well as senior secured loans, senior unsecured bonds,
commercial mortgage-backed securities and commercial real estate
CDOs. Fitch initially placed Taberna IX on Rating Watch Negative
on February 29, 2008, citing concerns with respect to the credit
deterioration of underlying collateral and the impact of a
shortened portfolio weighted average life on junior classes of
rated notes, which rely upon excess spread in order to meet their
stated payment terms under Fitch's stress scenarios. On March 13,
2008, Fitch maintained the Rating Watch Negative status of Taberna
IX, following TCM's proposal to seek to undertake certain pre-
defined remedial actions prior to the next scheduled payment date
(May 15, 2008).

Proposed remedial actions have not been executed. As such, the
magnitude of Fitch's rating actions are consistent with the 2-4
notch downgrade range cited in Fitch's previous rating action
commentaries. These actions reflect the material impact of the
shortened weighted average life on available excess spread, as
well as the impact of portfolio credit deterioration on Fitch's
assumed default probabilities. Since Taberna IX was placed on
rating Watch Negative by Fitch, TCM has undertaken the credit risk
sale of a $25 million security, reinvesting the proceeds in higher
rated collateral. The sale had only a moderate impact on Fitch's
rating conclusion, given that the benefit of the improved
portfolio credit quality was, in part, offset by the reduction in
the portfolio collateral balance due to the sale of the security
at a discount.

Approximately 23.3% of the collateral underlying Taberna IX is
currently on Rating Watch Negative or Rating Outlook Negative. For
the purposes of Fitch's analysis, assets on Rating Watch Negative
and Rating Outlook Negative were notched by two and one notches,
respectively. Furthermore, approximately 8.0% of the portfolio is
currently rated or shadow rated 'CCC+' or lower. According to the
most recent trustee report, Taberna IX is passing all principal
and interest coverage tests.

The ratings on the classes A-1LA, A-1LAD, A-1LB, and A-2LA notes
address the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.
The ratings of the classes A-2LB, A-3LA, A-3LB, B-1L, and B-2L
notes address the likelihood that investors will receive ultimate
and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.


TENTH STREET BSF: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Tenth Street BSF, LLC
        1620 L. St. NW, Ste. 1210
        Washington, DC 20036

Bankruptcy Case No.: 08-41171

Chapter 11 Petition Date: May 5, 2008

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Hudson M. Jobe, Esq.
                  Quilling, Selander, Cummiskey & Lownds
                  2001 Bryan St., Ste. 1800
                  Dallas, TX 75201
                  Tel: (214) 871-2100
                  Fax: (214) 871-2111
                  Email: hjobe@qsclpc.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor did not file a list of its largest unsecured creditors.


TEXAS STATE HOUSING: S&P Puts 'C' Rating Under Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'C' underlying
rating on Texas State Affordable Housing Corp.'s (American
Opportunity for Housing portfolio) multifamily housing revenue
bonds series 2002A bonds on CreditWatch with negative
implications.  

The trustee, Wells Fargo Bank N.A., informed Standard & Poor's
that it drew on the series 2002A debt service reserve fund to make
the March 3, 2008, payment on the bonds.  After the draw, there
was $431,332 left in the series 2002A debt service reserve fund,
well below the $3.77 million which is required pursuant to the
trust indenture.  Although the bonds will be paid by the bond
insurer, it is unlikely that the project will generate enough
revenue to make the next debt service payment in September 2008.  
The bonds are credit enhanced by MBIA, and will continue to have a
'AAA' rating based on the bond insurance policy, which will remain
in place for this issue.  


THOMPSON CREEK: $215MM Shares Issuance Cues S&P's Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B-' long-term corporate credit rating, on molybdenum producer
Thompson Creek Metals Co. on CreditWatch with positive
implications.
     
"The CreditWatch listing follows Thompson Creek's announcement
that it will issue $215 million in new common shares, and use the
proceeds to repay the balance of its existing first-lien term
loan," said Standard & Poor's credit analyst Donald Marleau.
     
The equity issue will supplement US$47.5 million of cash on hand
at first-quarter 2008, against US$219.4 million outstanding on the
first-lien term loan. Strong molybdenum prices and improving ore
grades resulted in last 12 month operating margins of more than
30% and US$88 million in free cash flow generation.
     
Molybdenum prices' positive near-term outlook should result in
strong profitability and cash flow generation in 2008, as the
company's output increases and cash operating costs decrease due
to higher-grade ore being mined at the Thompson Creek mine.  By
repaying the term loan, Thompson Creek will be essentially debt-
free and will eliminate US$184 million in debt amortization
payments in the next three years, as well as covenants that
restrict its large capital expenditure plans.  The company
recently announced that it will spend C$280 million in the next
three years to expand the capacity of its Endako mine, with
C$100 million planned for 2008.
     
In resolving the CreditWatch, Standard & Poor's will assess
whether or not Thompson Creek can complete its capital expenditure
program while maintaining its conservative financial risk profile.  
Molybdenum prices are volatile, and a sharp drop-off in prices or
output from existing mines could contribute to more debt amid a
heavy capital expenditure program.  That said, this equity issue
substantially eliminates the company's debt burden, meaning that
S&P could raise the corporate credit rating on Thompson Creek
several notches upon resolving this CreditWatch.


TOUSA INC: Inks Agreement to Settle JPMorgan Facility Default
-------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Florida to allow certain Debtors
to settle an event of default in a credit facility it used to fund
its Engle/Sunbelt Holdings, LLC operations.

In December 2004, TOUSA Homes, Inc., and Suntous Investors, LLC,
entered a joint venture agreement to form Engle/Sunbelt Holdings,
LLC.  Sunbelt was formed to develop homesites and deliver homes
in the Phoenix, Arizona market, according to Paul Steven
Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida.

The Debtors were appointed as day-to-day manager of Sunbelt and
received management fees for its service.

              Sunbelt Existing Credit Facilities

TOUSA Homes and Suntous made capital contributions to finance
Sunbelt's business operations, but additional funding was
required.  Thus, Sunbelt entered into a (i) credit agreement
dated December 16, 2004, with JPMorgan Chase Bank, N.A., as
agent, and J.P. Morgan Securities, Inc., as lead arranger and
sole book runner, for a $150,000,000 term loan; and (ii) a loan
agreement dated December 17, 2008, with CapitalSource Finance,
LLC, for a $30,000,000 revolving mezzanine financing loan.

In July 2005, Sunbelt received an additional capital contribution
from TOUSA, Inc.  The parties' second amendment of the JPM Credit
Facility modified the aggregate commitment of the lenders to
$200,000,000, and extended the maturity date to March 17, 2008.

As of May 7, 2008, the outstanding obligations under the Existing
Facility total approximately $90,500,000, according to Mr.
Singerman.

Although the Existing Facility is non-recourse to the Debtors,
(i) TOUSA agreed to complete any property development commitments
in the event Sunbelt defaults under the JPM Credit Agreement, and
(ii) TOUSA and Suntous agreed to indemnify the Existing Lenders
for potential losses resulting from fraud, misappropriation and
similar acts by Sunbelt.

TOUSA's Chapter 11 filing, however, resulted in an immediate and
unambiguous event of default under the Existing Facility.  
Moreover, a potential investor to the sale of the Joint Venture's
equity interests withdrew citing a further deterioration in the
Phoenix real estate market.

On March 17, 2008, the JPM Credit Facility matured and Sunbelt
was unable to repay all outstanding amounts.  JPMorgan thus
served a  notice of the default and demanded payment of all
outstanding obligations.

Faced with the events of default under the JPM Credit Agreement
and the inability to provide adequate funding for the Joint
Venture, the Debtors focused their efforts on minimizing claims
that could be asserted in connection with their Chapter 11 cases
and any foreclosure action instituted by JPMorgan, Mr. Singerman
relates.

In an effort to minimize Joint Venture-related claims against the
Joint Venture Partners, Sunbelt, TOUSA, TOUSA Homes, Suntous and
JPMorgan engaged in settlement discussions to develop an agreed
process for addressing the defaults and JPMorgan's remedial
rights under the JPM Credit Agreement.

Having explored and exhausted all other potential options, and in
light of the obligations under the Construction Agreement and
Indemnity Agreement, the Debtors and Suntous determined that it
would be advantageous to permit JPMorgan to exercise remedies
against the Joint Venture assets on an uncontested basis, if
appropriate terms and accommodations could be reached, Mr.
Singerman tells the Court.

                       Settlement Agreement

After lengthy arm's-length negotiations concerning the Joint
Venture and their rights and obligations, the Parties entered
into a settlement agreement.

The salient terms of the Settlement Agreement are:

   (a) JPMorgan will file an action in Maricopa County Superior
       Court, requesting the appointment of Morrie C. Aaron of
       MCA Financial Group, Ltd. as receiver with respect to all
       the Collateral.  JPMorgan has already taken this
       action and on April 25, 2008, the Superior Court appointed
       the Receiver.

   (b) JPMorgan has commenced, or intends to commence, a non-
       judicial foreclosure of the Collateral, including a
       trustee's sale and UCC sale with respect to personal
       property constituting part of the Collateral.  The Loan
       Parties agree not to institute any court action,
       arbitration or similar action that would challenge or
       delay the trustee's and UCC sales or the exercise of other
       rights or remedies under the Loan Documents.

       The Loan Parties include Debtors TOUSA Inc., TOUSA Homes,
       Engle Homes Residential Construction, LLC, and TOUSA
       Associates Services Company; Engle/Sunbelt, LLC; Sunbelt;
       Suntous; and Sunbelt Holdings Operating Limited
       Partnership.

   (c) The Loan Parties will provide the Lenders with a deed in
       lieu of foreclosure, which will fully terminate, transfer
       and release all right, title and interest of each Loan
       Party in and to all Collateral.

   (d) Absent the consent of Suntous or TOUSA Homes, as
       applicable, JPMorgan and Lenders will not solicit for
       employment any Arizona-based employee of Suntous and its
       affiliates, and TOUSA Homes and its affiliates before the
       later of (i) the final foreclosure date or the completion
       of a Deed in Lieu and (ii) the date six months after the
       Settlement Agreement.

By entering into the Settlement Agreement and in exchange for
agreeing to cooperate with JPMorgan by, among other things, (i)
consenting to the appointment of a receiver and the granting of a
deed in lieu of foreclosure and (ii) providing certain services
to the Receiver in exchange for full payment, TOUSA Inc. and
TOUSA Homes will free themselves of potentially significant
indemnification and completion obligations that may otherwise
diminish recoveries for creditors in the Debtors' Chapter 11
cases, Mr. Singerman asserts.

The Debtors believe that the proposed settlement is fair and
equitable, is in the best interests of their estates and
creditors and therefore, falls within the range of
reasonableness.

Accordingly, the Debtors ask the Court to allow certain Debtors
to enter into their settlement agreement with JPMorgan.

                   About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

(TOUSA Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


TOUSA INC: Asks Court to Approve Jasmine Ranch Settlement
---------------------------------------------------------
TOUSA Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Florida to allow TOUSA Homes, Inc.,
to enter into a settlement agreement with Jasmine Valley, LLC,
Bramble Development Group, Inc., and the Jasmine Homeowners'
Association.  The Debtors also ask the Court to lift the automatic
stay to allow the parties to implement the Settlement Agreement.

                       Jasmine Ranch Project

Jasmine Valley originally commenced the Jasmine Ranch
Condominiums project in Las Vegas, Nevada.  The Project consists
of 296 condominium units and certain related common elements,
covenants and other related rights.  Jasmine Valley hired Bramble
Development to act as the Project's general contractor, Paul
Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates.

As part of its obligations, Bramble Development obtained a
project-specific Owner Controlled Insurance Program policy issued
by Clarendon America Insurance Company with a completed
operations limit of $3,000,000.  Nearly all of Bramble
Development's subcontractors were enrolled in the OCIP Policy,
according to Mr. Singerman.

Jasmine Valley sold the Project when it was partially completed
to TOUSA Homes.  At the time of the sale, Jasmine Valley sold and
delivered 33 Project units to customers.  After the sale, TOUSA
Homes contracted with Bramble Development to complete the
construction of an additional 63 units and sold those units to
customers as well, Mr. Singerman informs the Court.  Thus,
Bramble Development constructed a total of 96 units.  In addition
to the Released Units, Bramble Development also constructed
various appurtenances, common elements and limited common
elements for the Project, including a clubhouse, pool and
portions of the streets, sidewalks, curbs and gutters,
landscaping, site walls and fencing -- Released Common Property.

After completion of the Released Property, TOUSA Homes went on to
construct an additional 200 units at the Project, along with
certain appurtenances, common elements and limited common
elements -- TOUSA Homes Property.  The TOUSA Homes Property is
not addressed in the Settlement Agreement, Mr. Singerman says.

As part of the purchase agreement for the Project between Jasmine
Valley and TOUSA Homes, all relevant parties agreed that TOUSA
Homes would be added as an additional name insured on the OCIP
Property.  According to Mr. Singerman, TOUSA Homes maintained
separate wrap insurance beyond the OCIP Policy for the TOUSA
Homes Property and the Released Property.

                        Jasmine Complaint

On June 12, 2006, the Jasmine HOA and "Doe Homeowners 1 through
100" filed a complaint in the Eighth Judicial District Court,
Clark County, Nevada, Case No. A523205, captioned Jasmine
Homeowners Association v. Jasmine Valley, L.L.C., at al.

The Complaint names both Bramble Development and TOUSA Homes as
defendants and seeks damages for alleged construction defects
related to the Project, Mr. Singerman relates.  Before the
Petition Date, the parties to the Complaint stipulated to stay
the action to allow them time to conduct an investigation of the
project with neutral experts, he says.

On December 3, 2007, after conclusion of the investigation, the
Jasmine HOA issued an N.R.S. Section 40.645 Notice of
Constructional Defects to Bramble Development and TOUSA Homes for
construction defects at the Project.  The Jasmine HOA Action was
stayed by operation of Section 362 of the Bankruptcy Code.

                       Proposed Settlement

After engaging in extensive negotiations and following the
investigatory period, the parties to the Jasmine HOA Action have
reached a settlement of the claims in the Complaint and Chapter
40 Notices, with respect solely to the Released Property.

The salient terms of the Settlement Agreement are:

   (a) Clarendon will pay to Jasmine HOA $2,437,432 in full and
       complete settlement of all clams against TOUSA Homes,
       Bramble Development and other third parties, with respect
       to the Released Property;

   (b) Upon receipt of the Settlement Amount, Jasmine HOA will
       dismiss the Complaint with prejudice as to Bramble
       Development.  An amended complaint will be filed against
       TOUSA Homes, clarifying the scope of the remaining claims
       and explicitly limiting its claims to the TOUSA Homes
       Property.  Litigation would continue to be subject to the
       automatic stay in the Debtors' Chapter 11 cases;

   (c) In further consideration for the Settlement, TOUSA Homes,
       Bramble Development and Jasmine HOA will fully and finally
       release one another from any liability arising out of or
       connected with the Complaint as to the Released Property;
       and

   (d) TOUSA Homes and Bramble Development are indemnified
       against any and all claims or liability arising out of, or
       in connection with, any subrogation action involving the
       Released Property by any insurer of Jasmine HOA that
       relates to any claims the association made before the
       execution of the Settlement Agreement.

                        About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

(TOUSA Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


TOUSA INC: Asks Court to Approve Escrow Pact with Lennar, et al.
----------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates asked the U.S. Bankruptcy
Court for the Southern District of Florida to allow TOUSA Homes,
Inc., doing business as Engle Homes, to enter into an escrow
agreement with Lennar Communities Development, Inc.; Lake Pleasant
241 Limited Partnership; the City of Peoria, Arizona; and North
American Title Company pursuant to Rule 9019 of the Federal Rules
of Bankruptcy Procedure.

TOUSA Homes and Lennar, through its affiliates U.S. Home
Corporation and U.S. Home of Arizona Construction Co., are the
sole members of Cibola Vista Community Development, L.L.C.  TOUSA
Homes and U.S. Home entered into a cost sharing agreement with
respect to the CVC Development.  

On July 19, 2002, TOUSA Homes and Lennar caused CVC Development
to enter into a Contract for Purchase of Land and Escrow
Instructions, with LP241 as seller, for certain property in a
master planned project known as Cibola Vista in the City of
Peoria in Maricopa County, Arizona, Paul Steven Singerman, Esq.,
at Berger Singerman, P.A., in Miami, Florida, relates.

The Cibola Vista Project is a mixed-use community comprised of a
combination of single-family home lots, large custom home lots,
and a time-share resort.  Lennar, TOUSA Homes, and LP241 each
were responsible for various obligations relating to the Project.  

Specifically, Lennar and TOUSA Homes, through the CVC Development
joint venture, purchased and are developing the single-family
portion of the Cibola Vista Project.  LP241 operates the time-
share resort within the Project.

                             Disputes

Mr. Singerman informs the Court that differences arose among the
parties, even before CVC Development closed on its purchase, with
respect to, among other things, the true-up budget and its effect
on the purchase price; the closing condition relating to
completion of certain Regional Improvements; and the
effectiveness of the Purchase Agreement.

The Regional Improvements in question included the land
improvements comprising the infrastructure of the Cibola Vista
Project.

To avoid the delay, uncertainty and expense inherent in an
arbitration filed by LP241, it and CVC Development entered into a
Seventh Amendment to Contract for Purchase of Land and Escrow
Instructions resolving the Pre-Closing Disputes -- deleting the
True-up Budget provision and setting the purchase price at
$11,947,969.

A further dispute arose, after the execution of the Seventh
Amendment and the closing of the sale, with respect to the
responsibility to construct a traffic signal within the Cibola
Vista Project, at the intersection of Lake Pleasant Parkway and
Pinnacle Vista Drive in accordance with City requirements, Mr.
Singerman tells the Court.

                         Escrow Agreement

After engaging in arm's-length negotiations, in an effort to
resolve the Traffic Signal Dispute, the parties entered into an
Escrow Agreement, which provides, among other things, for the
allocation of cost relating to the Traffic Signal.

Mr. Singerman states that the salient terms of the Escrow
Agreement are:

   (a) The parties will contribute a total of $350,000 to an
       escrow account -- Lennar, $160,000; TOUSA Homes, $90,000;
       and LP241, $100,000.  If the actual costs exceed the
       Estimated Traffic Costs, Lennar will be solely responsible
       for all the excess costs to complete the Traffic Signal.

       If the actual costs are less than the Estimated Traffic
       Costs, Lennar will be entitled to all savings.  Upon the
       City's acceptance of the Traffic Signal, the Escrow agent
       will distribute all excess funds held in the Escrow
       Account to Lennar.

   (b) Lennar will be responsible for the preparation of plans
       and specifications for the Traffic Signal, which will
       conform to the requirements of, and are subject to
       approval of, the City.

   (c) Lennar will be responsible for overseeing the construction
       and installment of the Traffic Signal in accordance with
       the Plans and Specifications, including employment of
       contractors.

   (d) Lennar will submit disbursement requests to the Escrow
       Agent, TOUSA Homes, and LP241, as necessary, to pay the
       actual incurred costs of the design or construction of the
       Traffic Signal.  The Escrow Agent will pay Lennar from
       funds held in the Escrow Account.

By entering into the Escrow Agreement, the Debtors will avoid the
costly and time-consuming process of arbitrating or litigating
the dispute with respect to the parties' contractual obligations
under the Seventh Amendment with respect to the Traffic Signal,
Mr. Singerman asserts.

                        About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

(TOUSA Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


TOUSA INC: Enters Stipulation on Citicorp & Wells Fargo Claims
--------------------------------------------------------------
TOUSA Inc., its debtor-affiliates and certain lenders entered into
separate stipulations with Citicorp North America, Inc., and Wells
Fargo Bank, N.A., to allow the administrative agents to file
consolidated proofs of claim in the Debtors' Chapter 11 cases.

The U.S. Bankruptcy Court for the Southern District of Florida set
May 19, 2008, as the general bar date for filing claims in the
Debtors' Chapter 11 cases.

                       Citicorp Stipulation

Citicorp and the Debtors are parties to two credit agreements:

   (a) A Second Amended and Restated Revolving Credit Agreement
       dated July 31, 2007, as amended, between TOUSA, as
       administrative borrower and certain of its direct and
       indirect subsidiaries, as borrowers, and Citicorp, as
       administrative agent; and

   (b) A First Lien Term Loan Credit Agreement dated July 31,
       2007, as amended, between TOUSA, as Administrative
       Borrower, and Citicorp, as administrative agent.

Citicorp contends that, among other things:

   (1) the Debtors were, as of the Petition Date, and still are,
       indebted to the Prepetition Secured Lenders pursuant to
       the Prepetition Secured Facilities in the aggregate
       principal amount of not less than $515,425,229, together
       with, inter alia, accrued and unpaid interest, prepayment
       premium, if applicable, and certain fees and expenses;

   (2) the interest, fees, indemnity, costs and expenses continue
       to accrue; and

   (3) the prepetition debt and accruing interests are secured by
       a first priority security interest and lien in the
       collateral provided by the Prepetition Secured Facilities.

TOUSA, the Subsidiary Borrowers, Citicorp and the lenders
stipulate to permit the Administrative Agent to file consolidated
proofs of claim in the Debtors' Chapter 11 cases under the
Prepetition Secured Facilities.

                     Wells Fargo Stipulation

Wells Fargo is the successor administrative agent under a Second
Lien Credit Agreement dated July 31, 2007, as amended, with
TOUSA, as Administrative Borrower, and certain of its direct and
indirect subsidiaries, including all the Debtors, as borrowers
and guarantors.

Wells Fargo contends, among other things, that:

   (a) the Debtors were, as of the Petition Date, and still are,
       indebted to the Second Lien Lenders pursuant to the Second
       Lien Agreement in the aggregate principal amount, plus
       unpaid PIK Payments, of not less than $320,386,837,
       together with accrued and unpaid interest, prepayment
       premium, if applicable, and certain fees, costs and
       expenses;

   (b) the interest, fees, indemnity, costs and expenses continue
       to accrue; and

   (c) the prepetition debt is secured by a second priority
       security interest and lien in the collateral provided by
       the Second Lien Agreement.

The Debtors, Wells Fargo and the lenders stipulate to permit
Wells Fargo to file one consolidated proof of claim in the
Debtors' Chapter 11 cases against each of the Debtors under the
Second Lien Agreement.

The Stipulation also provide, among other things, that:

     * Nothing in the Stipulations will affect the right of any
       Prepetition Secured Lender or any Second Lien Lender to
       file its own proofs of claim or to separately vote the
       amount of its claims based on its participation or
       interest in the applicable Debt with regard to any plan of
       reorganization for which solicitation of acceptances will
       be sought;

     * The filing of consolidated proofs of claim will be deemed
       valid proofs of claim against each Debtor obligated under
       the Prepetition Secured Facilities or the Second Lien
       Agreement;

     * Citicorp and Wells Fargo will not be required to file with
       their proofs of claim instruments, agreements and other
       documents evidencing the Debt; security interests and
       liens of the Prepetition Secured Lenders or Second Lien
       Lenders, or the Administrative Agent; or the perfection of
       liens or security interest.  However, upon written
       request, Citicorp and Wells Fargo will provide copies of
       the Documents to parties-in-interest.

       Upon written request, the Administrative Agents and the
       advisors for the Official Committee of Unsecured Creditors
       will coordinate in good faith to provide the Creditors
       Committee with copies of the requested Documents required
       by Rule 3001 of the Federal Rules of Bankruptcy Procedure;
       and

     * Citicorp and Wells Fargo will not be required to amend
       their proofs of claim to reflect a change in the holders
       of the claims or a reallocation among the holders of the
       claims asserted resulting from the transfer of all or any
       portion of the claims.

                  Noteholders Express Reservations

Creditors Aurelius Capital Master, Ltd., Aurelius Capital
Partners, LP, GSO Special Opportunities Fund (Helios), L.P., and
Carlyle Strategic Partners have no objection to the Proofs of
Claim Stipulations to the extent that they only permit the
Administrative Agents under the applicable prepetition secured
credit facilities to file single proofs of claim in the Debtors'
Chapter 11 cases on behalf of the lenders solely as a procedural
"accommodation" for "administrative convenience."

In approving the Stipulations, the Noteholders ask the Court to
rule that:

    -- approval of the Stipulations be procedural only;

    -- the filing of the proofs of claim by the Administrative
       Agents constitutes the filing of proofs of claim by each
       Lender and its successors and assigns for all purposes;
       and

    -- each Lender has consented to the Court's jurisdiction in
       accordance with applicable law.

                        About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

(TOUSA Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


TOUSA INC: Court Amends Order on Sale of Note to PRN for $13.5MM
----------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida ruled that pursuant to Section 363(f) of the
Bankruptcy Code, the sale and transfer by TOUSA Inc. and its
debtor-affiliates of a promissory note to PRN Real Estate &
Investments, Ltd., for $13,500,000, is free and clear of, among
other things, any and all mortgages, security interests, pledges,
liens, judgments, demands, constructive trusts, encumbrances, and
restrictions, which will be transferred to, and will attach to,
the proceeds of the sale of the Note with the same force and
effect and asserted priority, subject to the rights, claims,
defenses and objections, if any, of the Debtors and all interested
parties.

Judge Olson finds that the sale of the Note represents good faith
transaction negotiated at arm's-length, and that PRN Real Estate
& Investments, Ltd., is a good-faith purchaser entitled to the
protection afforded by Section 363(m).

As reported by the Troubled Company Reporter on May 5, 2008, the
Debtors asked the U.S. Bankruptcy Court for the Southern District
of Florida to modify a March 6, 2008 court order approving the
Debtors' entry into a sale agreement with PRN Real Estate &
Investments, Ltd. in order to facilitate financing for the
transaction.

Among other things, the Sale Agreement contemplated the sale by
TOUSA Homes, Inc., to PRN of a promissory note executed by Cape
Light Development International Drive I, LLC, in favor of TOUSA
Homes, dated June 22, 2007, for $13,500,000.  The closing under
the Sale Agreement occurred on March 13, 2008, and the Note was
actually transferred to PRN, Paul Steven Singerman, Esq, at
Berger Singerman, P.A., in Miami, Florida, relates.

On or before the Closing, PRN sought financing from American
Momentum Bank in connection with the purchase of the Note.  AMB
subsequently requested that the Debtors seek to modify the Sale
Order and include additional provisions that were necessary for
the proposed financing.

Specifically, AMB noted that the Sale Order did not include a
finding under Section 363(f) of the Bankruptcy Code that the sale
of the Note was free of all liens, claims and encumbrances.  
Moreover, the Sale Order did not include a finding that PRN was a
good faith purchaser and that the Sale was negotiated in good
faith and at arm's length within the meaning of Section 363(m),
Mr. Singerman tells the Court.

The Debtors said it need the Court to modify the Sale Order so
they may facilitate the financing related to PRN's purchase of the
Note.

                        About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

(TOUSA Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


TOUSA INC: Allowed to Make Payments in GMAC Controversy
-------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida authorized TOUSA Inc. and its debtor-
affiliates, on an interim basis, to make ordinary contractual
obligation payments to GMAC Model Home Finance, LLC, provided that
in the event a settlement motion and a stipulation the parties
entered in relation to their Master Purchase Construction
Management and Rental Agreement are not approved by a final, non-
appealable order, all parties reserve their rights with respect to
the characterization of the payments.

The 30-day time period contained in Section 362(e) of the
Bankruptcy Code is also extended with respect to GMAC's Lift Stay
Motion, to the extent set forth in the Stipulation, without
prejudice to the rights of the Debtors or any party-in-interest
to seek additional extensions.

In a separate filing, TOUSA and GMAC agreed to adjourn to May 22,
2008, the hearing on their Original Stipulation.

TOUSA Homes, Inc., and GMAC Model Home Finance, LLC, entered into
a Master Purchase Construction Management and Rental Agreement in
September 2003.  Through the Agreement, GMAC purchased certain
property and then engaged TOUSA Homes to construct Model Homes on
those Lots.  The Agreement contains the terms and conditions on
which the purchase of the Lots and the construction of the Model
Homes were financed.  After TOUSA Homes completed the
construction of the Model Homes, GMAC "leased" the Model Homes to
TOUSA Homes pursuant to the Agreement, according to Paul Steven
Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida.

GMAC purported to terminate the Agreement with respect to all
lots and homes as of December 28, 2007, including termination of
all leases in effect at the time of termination.  In addition,
GMAC demanded TOUSA Homes to return possession of all Lots and
Model Homes.

In February 2008, GMAC sought a modification of the automatic
stay to permit commencement of eviction proceedings and to take
other actions to regain possession of the Properties.

Since then, the parties have engaged in discussions regarding a
mutually agreeable resolution to their dispute.

Subsequently, to resolves their claims without the concomitant
costs and risk associated with continuing litigation, the Debtors
and GMAC agreed to enter into a compromise and settlement.

A full-text copy of the GMAC Settlement is available for free at:

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

                        Second Stipulation

On May 6, 2008, the parties also agreed that:

     * The 30-day period contained under Section 362(e) is
       further and immediately tolled with respect to the Lift
       Stay Motion as to (i) Sunbelt Homes through and including
       May 27, 2008, and (ii) the Vacated Homes and Remaining
       Homes through and including June 11, 2008, and will be
       forever waived with respect to the Sunbelt Homes upon the
       effective date of the Settlement Agreement.

     * The Stipulation will be automatically terminated if, among
       other things:

         (i) the Stipulation is denied;

        (ii) the Court has not approved the Stipulation by
             May 22, 2008, unless TOUSA, Inc., and GMAC agree in
             writing to extend the date; or

       (iii) the Court has not approved the Settlement Agreement
             by May 26, 2008, unless TOUSA and GMAC agree in
             writing to extend the date.

The Stipulation is subject to the Court's approval and will not
become effective until the later to occur of (i) approval of the
Stipulation and (ii) approval of the Settlement Agreement, dated
April 24, 2008.

A full-text copy of the May 6, 2008 Stipulation is available for
free at http://bankrupt.com/misc/Tousa_May6GMACStipulation.pdf

                        About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

(TOUSA Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


TRAILER BRIDGE: March 31 Balance Sheet Upside Down by $329,034
--------------------------------------------------------------
Trailer Bridge, Inc. (NASDAQ Global Market: TRBR) reported
unaudited financial results for the first quarter ended March 31,
2008.  Southbound container volume increased 15.1% and total
revenue increased 13.3%.  Those results were mitigated by the new
service startup, continuing fuel price increases and other items.

The first quarter was summarized by southbound vessel utilization
of 72.4%, revenue of $30.4 million, an operating ratio of 97.7%,
operating income of $692,000 and a net loss of $1.8 million.
Startup of the Company's new service is estimated to have
incrementally reduced net income by $1.6 million during the first
quarter. Net fuel cost increased by $1.0 million. These and other
items totaling $0.9 million are recapped in detail below.

John D. McCown, Chairman and CEO, said, "We were very pleased to
deliver strong top-line growth driven by a 15.1% increase in
southbound container volume and 14.1% rise in related revenue,
especially in a soft Puerto Rico freight market. Our core
business, our ongoing twice weekly Puerto Rico services, continued
to be profitable. Apart from some other items shown below, we were
pushed into a loss due to increased fuel costs and investment in
the new Dominican Republic/Puerto Rico service. However, March and
April results as well as current trends in our new service are
encouraging. Fuel increases continued to rise and outpaced fuel
surcharge increases. To mitigate this loss we filed various
additional fuel surcharges last week that are scheduled to go into
effect June 1. We believe that our customers understand and will
accept the surcharges."

Total revenue for the three months ended March 31, 2008 was $30.4
million, an increase of 13.3% compared to the $26.8 million
reported in the first quarter of 2007. The Company's deployed
vessel capacity utilization during the first quarter was 72.4%
southbound and 21.6% northbound, compared to 80.3% and 24.6%,
respectively, during the first quarter of 2007. The decrease in
utilization was largely related to the introduction of the fifth
vessel in the Company's new service, which increased capacity by
22.1% southbound compared to the year earlier quarter.

Trailer Bridge reported operating income of $692,000 in the first
quarter of 2008, compared with operating income of $3.8 million in
the first quarter of 2007. The Company reported a net loss of $1.8
million, or $0.15 per share, for the first quarter of 2008
compared to net income of $1.3 million, or $0.11 per share, in the
year earlier period.

Mr. McCown continued, "Trailer Bridge's board and management are
focused on delivering the exceptional actual results we
demonstrated in the recent past. For the twelve months ended June
2007, the last twelve month period prior to commencement of the
new service and consistently increasing fuel prices, Trailer
Bridge achieved an operating ratio of 82.9% and earnings of $10.0
million. We remain confident in our proven system and in our
ability to meet the challenges of a new startup and the reality of
rising fuel costs, a challenge all carriers must meet."

                        Financial Position

At March 31, 2008, the Company had cash balances of $2.1 million
and working capital of $4.6 million. The Company is in compliance
with its covenants and has the full amount available on its $10
million revolving credit facility.  The company had total assets   
of $121,373,229 and total liabilities of 121,702,263, resulting in
total stockholders' deficit of $329,034.

        Summary of Significant Changes in Operating Results

A table listing the main components in the difference in operating
results for the first quarter ended March 31, 2008 compared to the
year earlier quarter is shown below. The table also includes items
that occurred in the first quarter that the company is not
typically experiencing in most quarters and are presented as
additional information that may be useful.

      New Service Loss Effect     $  1,602,219   
  Net Fuel Cost Increase Effect   $  998,694   
  Dry-docking of TBC Vessel   $  298,226   
  More Unearned Revenue Re Schedule Delay   $  281,592   
  More Fuel by Bigger Temporary Substitute Tug   $  168,360   
  Strategic Alternatives Professional Fees   $  167,259   
  Other, net   $  (368,205  )  
  Net Changes in Operating Results   $  3,148,145   

                         Conference Call

Trailer Bridge discussed its first quarter results in a conference
call held on May 15.  The webcast will be archived and accessible
for approximately 30 days at:

            http://researcharchives.com/t/s?2c0b

Trailer Bridge -- http://www.trailerbridge.com/-- provides  
integrated trucking and marine freight service to and from all
points in the lower 48 states and Puerto Rico and Dominican
Republic, bringing efficiency, service, security and environmental
and safety benefits to domestic cargo in that traffic lane. This
total transportation system utilizes its own trucks, drivers,
trailers, containers and U.S. flag vessels to link the mainland
with Puerto Rico via marine facilities in Jacksonville, San Juan
and Puerto Plata.

The Troubled Company Reporter reported on April 14, 2008, that
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on Trailer Bridge Inc.  At the same time,
S&P affirmed the 'B-' senior secured debt rating, the same as the
corporate credit rating, while leaving the recovery rating
unchanged at '3', indicating expectations of a meaningful (50%-
70%) recovery in the event of a payment default.  The rating
outlook remains stable.


TUCSON ELECTRIC: Fitch Affirms 'BB' IDR; Rating Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Tucson Electric Power Company's (TEP)
long-term issuer default rating (IDR) and instrument ratings as
follows:

   -- Issuer Default Rating (IDR) 'BB';
   -- Mortgage debt 'BBB-';
   -- Secured bank facility 'BBB-';
   -- Senior unsecured debt 'BB+';
   -- Short-term IDR 'B'.

The Rating Outlook is Stable. Approximately $1.3 billion of debt
is affected by the rating action.

The ratings reflect improved but still weak credit metrics and
Fitch's expectation that a final Arizona Corporation Commission's
(ACC) order in TEP's pending general rate case (GRC) will maintain
the improved financial measures and credit quality achieved by the
utility in recent years. The ratings also consider developing
margin and cash flow erosion attributable to capped rates and
rising costs as the utility approaches the end of its decade long
rate plan Dec. 31, 2008. Fitch is concerned that elevated fuel and
purchase power costs during peak demand season could result in
financial and liquidity pressures later this year, while noting
that the utility's speculative grade credit rating already
reflects much of this risk.

The ratings also recognize regulatory provisions that limit the
amount of cash dividends that can be transferred to TEP's
corporate parent, UniSource Energy Corporation (UNS), to 100% of
net income. In addition, ACC regulations require a minimum 30%
equity-to-capitalization ratio. Other rating considerations
include the utility's competitive, primarily coal-fired generating
capacity and relatively modest, albeit growing, reliance on
natural gas-fired resources to meet its load requirements.

In April 2008, TEP announced that it had reached an agreement in
principal on the terms of a settlement with the ACC staff calling
for approximately a $50 million (6%) rate increase and
implementation of a purchase power and fuel adjustment clause
(PPFAC). Fitch notes that the settlement is subject to hearings
before the administrative law judge in the GRC and approval by the
commission. A final ACC order in TEP's rate case consistent with
the settlement agreement would support the current ratings and
potential future improvement in creditworthiness, notwithstanding
the utility's high debt burden.

As required by the ACC, TEP filed a GRC in July 2007 to establish
post-settlement rates to be effective January 1, 2009. The
company's GRC filing suggests three alternative methodologies to
set rates: cost-of-service; hybrid; and, market-based. PPFAC
requests are included in TEP's cost-of-service and hybrid
methodologies. Staff and intervener testimony rejected the
company's proposed market-based and hybrid methodologies,
proposing rates predicated solely on a cost-of-service basis.

TEP reduced total debt to $1.3 billion at the end of 2007 from
$1.8 billion in 2002, a 28% decline. As a result of debt
repayment, TEP's key leverage ratios have improved significantly,
albeit from a weak base.

As of Dec. 31, 2007, TEP's debt-to-funds from operations improved
to 4.9 times (x) from 8.8x in 2002. Similarly, debt to total
capital declined to 70% at Dec. 31, 2007 from 83% in 2002.

Tucson Electric Power Co., a subsidiary of UniSource Energy
Corporation, is a vertically integrated utility that provides
regulated electric service to more than 397,000 retail customers
in a 1,155 square mile service territory in southeastern Arizona,
including Tucson.


UAL CORP: Moody's Holds All Debt Ratings; Changes Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service affirmed all debt ratings of UAL Corp.
and its primary subsidiary United Air Lines, Inc. -- corporate
family rating of B2 as well as all tranches of the Enhanced
Equipment Trust Certificates supported by payments from United.  
The Speculative Grade Liquidity Rating has been changed to SGL-3
from SGL-2, and the outlook has been changed to negative from
stable.

The negative outlook reflects Moody's expectation of deteriorating
operating and financial performance.  Weaker results are likely
because of materially higher fuel costs, but also the weakening
economic conditions that are likely to reduce demand and limit
recovery of higher fuel costs by raising ticket prices.  United
also faces continued challenges to control the growth of unit
costs.

The company's modest fuel hedges provide only limited protection
from rising oil prices, and in the current environment are
insufficient to preclude material erosion of earnings.  United has
cash reserves of approximately $2.9 billion.  This is an important
cushion because cash generated by operations is likely to weaken,
and may be insufficient to meet near term business needs which
include seasonal working capital requirements, capital spending
and scheduled debt maturities.  Use of available funds to cover
cash operating losses will weaken the company's liquidity profile
and is reflected in the lower Speculative Grade Liquidity rating.

Although it has a higher cost structure than many competitors,
United is implementing a number of measures to reduce non-fuel
costs.  As well, the company has various initiatives to generate
incremental revenue to offset the fuel cost increases, including
aggressive increases in fares and fuel surcharges, checked
baggage, ticket change and transactional fees, and merchandising
opportunities.  United is significantly reducing domestic
capacity, reducing fixed costs by retiring older aircraft.  United
is also working to improve the productivity of its workforce.  
Supporting the revenue growth initiatives is the company's
international route network where the company has more pricing
power relative to its domestic markets, particularly on
transatlantic and trans-Pacific routes.

United's ratings reflect its position as the second largest
passenger airline in the world, with a substantial international
network with particular strengths servicing Europe and the
Asia/Pacific region and Latin America.  Nonetheless EBIT margin of
8.3% during 2007 was down somewhat from the prior year, and the
company is likely to see meaningful erosion of profitability
during 2008 given the persistent increase in fuel costs.  United
still has considerable debt (approximately $16.7 billion at
December 31, 2007 using Moody's standard adjustments) and debt to
EBITDA (using Moody's standard adjustments) was 5.2x at FY 2007.  
In the face of weakening earnings and cash flow Moody's expects
United's leverage metrics to deteriorate even if absolute debt
levels decline through scheduled debt maturities.

In lowering the Speculative Grade Liquidity rating to a SGL-3
rating, Moody's noted that United reported approximately
$2.9 billion in unrestricted cash and equivalents as of Dec. 31,
2007, but that with material increases in the cost of fuel and the
inability of United to raise fares sufficiently to offset
increases in fuel and non-fuel costs, the company's liquidity will
likely decline over the coming 12 months.  

Moody's expects the company to preserve its cash balance above
$2.0 billion during the coming year, even after approximately $678
million in scheduled debt maturities in 2008.  Preserving such a
level of cash reserves enhances the company's financial
flexibility and is critical to sustaining current ratings.  
Capital expenditures are expected to approximate $450 million in
2008 (entirely non-aircraft related, as the company has no
aircraft commitments), less than historical levels. Although the
average age of United's mainline fleet (approximately 13 years) is
relatively high, the company is taking measures to accelerate the
retirement of older aircraft such as the Boeing 737-300 and -500
series, including reducing its domestic fleet by 30 aircraft in
2008.

Importantly, Moody's notes that United has obtained a waiver on
the fixed charge coverage covenant associated with its $1.5
billion credit facility until June 2009.  The facility requires
the company to maintain a minimum unrestricted cash balance of
$1.0 billion at all times and a collateral coverage test of 150%,
which the company is expected to be able to meet comfortably.  The
company has in excess of $3 billion of unencumbered hard assets,
including 113 aircraft, which could provide flexibility to obtain
incremental financing.

The rating could be lowered if there is a sustained increase in
fuel costs that reduces cash flow from operations more than
expected or requires United to make more material draws on the
cash balance to meet near term debt maturities and capital
spending needs.

United's rating outlook could be stabilized with sustained
increases to revenues or reduced non-fuel costs, or a sustained
decline in fuel costs that increases cash from operations and
requires less meaningful draws on cash reserves to satisfy
maturing debt and capital spending requirements.

Downgrades:

Issuer: United Air Lines, Inc.

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

Outlook Actions:

Issuer: UAL Corporation

  -- Outlook, Changed To Negative From Stable

Issuer: United Air Lines, Inc.

  -- Outlook, Changed To Negative From Stable

UAL Corp., headquartered in Chicago, Illinois is the parent of
United Air Lines, Inc., the second largest air carrier in the
world.


UAL CORPORATION: ALPA Reserves $10 Million to Get Better Deals
--------------------------------------------------------------
The Air Line Pilots Association, International has allocated
$5 million each to the pilots of United Airlines and Continental
Airlines to help them respond to the increasing assaults on their
rightful role in helping to shape events that affect their careers
and their airlines.

ALPA's Executive Board, in its May 6 resolutions, authorized the
amounts from the Association's Major Contingency Fund (MCF) for
"strategic preparedness, communications, and family awareness
efforts" by the two ALPA units.  ALPA's MCF functions as the
union's "war chest" to provide pilot groups the resources they
need to respond to extraordinary threats to the profession and to
their careers.

Capt. Jay Pierce, chairman of the Continental pilots' Master
Executive Council (MEC), said, "Access to the monies from the
ALPA Major Contingency Fund will provide us with the additional
resources needed to secure an improved contract for our pilots.  
As we enter contract negotiations under the Railway Labor Act, we
will be well positioned to battle for the advancements we're
seeking through increased compensation, strengthened work rules,
and other long-needed improvements.  The Continental pilots have
given more than $200 million in concessions each year since April
2005 to help secure the future of Continental.  It's time that we
have security for our own futures."

The chairman of the United pilots' MEC, Capt. Steve Wallach,
responded to the Board's action by noting, "The United pilots
were the first major contributors to the Major Contingency Fund
in 1985.  This is the first time we have tapped into the fund,
and we recognize the foresight of the pilots who realized the
need for an MCF in battles that benefit the entire industry.  
United pilots have always taken the lead to ensure the long-term
viability and survival of our airline, and the use of the MCF is
another step in that direction."

In announcing the authorizations, ALPA's president, Capt. John
Prater, said, "ALPA is a strong international union and because we
have built an $80 million war chest, we will put massive resources
in the hands of our union leaders when they need such support.  
The message to the industry is 'Managements that include pilots in
their business planning, whether they choose a stand-alone path or
decide to merge, can succeed.  Those who try to exclude us will
fail.  We are airline pilots who are determined and committed to
restoring our contracts as the foundation of our profession.'"

Founded in 1931, ALPA is the world's largest pilot union,
representing more than 56,000 pilots at 41 airlines in the U.S.
and Canada.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


UAL CORPORATION: Dispute with HSBC Bank Needs Settlement
--------------------------------------------------------
United Airlines, Inc., disclosed in its From 10Q filing at the
United States Securities and Exchange Commission that the
complaint filed by HSBC Bank Inc., as trustee for the 1997
municipal bonds related to San Francisco International Airport
against United, remains to be resolved.

HSBC filed the Complaint to determine the nature, extent and value
of its security interests in a lease held by United Air Lines,
Inc., at San Francisco Airport.  HSBC and the Debtors stipulated
that the bond claim is secured by a portion of United's leased
real estate at SFO, and the issue at trial was the value of that
portion of the lease -- HSBC's collateral.

Subsequently, Judge Eugene Wedoff of the U.S. Bankruptcy Court for
the Northern District of Illinois allowed HSBC Bank USA's secured
claim against United, for $27,247,632.  HSBC had previously
alleged that the claim was worth $257,000,000.

United has accrued $27 million as its estimated obligation as of
March 31, 2008, and Dec. 31, 2007, according to the SEC
disclosure.

After the Bankruptcy Court denied various post-trial motions,
both parties appealed to the U.S. District Court for the Northern
District of Illinois.  The District Court affirmed the Bankruptcy
Court's decision on March 27, 2008, in all respects.

HSBC filed a notice of appeal from the District Court's judgment
on April 16, 2008.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 157; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                            *     *     *

As reported in the Troubled Company Reporter on April 24, 2008,
Standard & Poor's Ratings Services said that its ratings and
outlook on UAL Corp., parent of United Air Lines Inc. (both rated
B/Negative/--) are not affected by UAL's report of a heavy
first-quarter loss.  UAL reported a first-quarter $542 million
pretax loss, as much higher fuel prices more than offset increased
revenues.  S&P had revised its rating outlook on both entities to
negative from stable on April 16, 2008.  In that outlook revision,
S&P cited very high fuel prices and the expected effect on UAL
revenues of a weak U.S. economy.


UAL CORPORATION: Has Pending Case Against LA Port on Bond Debt
--------------------------------------------------------------
United Airlines Inc. disclosed in its Form 10Q filing with the
United States Securities and Exchange Commission that there is a
pending litigation before the U.S. Bankruptcy Court for the
Northern District of Illinois regarding the extent to which the
Los Angeles International Airport municipal bond debt is entitled
to secured status under Section 506(a) of the Bankruptcy Code.  

According the the 10Q report, the LAX Bond Litigation is one of
two lawsuits that remain unresolved in United's Chapter 11 cases.

The Bankruptcy Court issued a written opinion in 2007, holding
that the value of a security interest on the debt is about
$33,000,000.  According to the report, United has accrued this
amount as its estimated obligation as of March 31, 2008, and
Dec. 31, 2007.

Both parties have taken an appeal of various matters related to
the dispute to the U.S. District Court for the Northern District
of Illinois; those appeals are pending.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 157; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                            *     *     *

As reported in the Troubled Company Reporter on April 24, 2008,
Standard & Poor's Ratings Services said that its ratings and
outlook on UAL Corp., parent of United Air Lines Inc. (both rated
B/Negative/--) are not affected by UAL's report of a heavy
first-quarter loss.  UAL reported a first-quarter $542 million
pretax loss, as much higher fuel prices more than offset increased
revenues.  S&P had revised its rating outlook on both entities to
negative from stable on April 16, 2008.  In that outlook revision,
S&P cited very high fuel prices and the expected effect on UAL
revenues of a weak U.S. economy.


UAL CORPORATION: Operating Unit Undergoes Organizational Changes
----------------------------------------------------------------
United Airlines Inc. named Pete McDonald chief administrative
officer and John Tague chief operating officer -- two key
appointments that will streamline the organization and enable the
company to accelerate improvement in both revenue and cost
performance, while combining critical corporate functions to
capture internal synergies and better enable execution of its
business strategy.

Mr. McDonald, who has held numerous senior leadership roles at
United in his 39-year career and most recently was chief
operating officer will be responsible for corporate policy and
strategy regarding customer and employee experience, technology,
communications, safety and security, and maintaining key internal
and external relationships in the foregoing areas.  The new role
combines a number of corporate functions to enable successful
execution of the strategy outlined in the company's five-year
plan, including: customer experience; human resources; labor
relations; safety and security; industry, environmental,
corporate and governmental affairs; and information systems.  In
this new position, Mr. McDonald will leverage his strong support
of employees and respect of labor leaders and his knowledge of the
business.  Graham Atkinson, chief customer officer, will continue
to spearhead United's customer experience work and will report to
Mr. McDonald.

Mr. Tague will take on the role of chief operating officer,
responsible for airport operations; cargo; maintenance;
operational services, Ted and United Express; flight operations;
onboard service; marketing; Mileage Plus; the company website;
call centers; sales; alliances, international and regulatory
affairs; and planning, including scheduling and revenue
management activities.

Mr. Tague brings considerable operational experience to this new
role, having held several leadership roles in the industry before
joining United five years ago.  Most recently, Mr. Tague served as
chief revenue officer.

"We are focused on the long term, and with our financial
resilience and these changes announced today, I have tremendous
confidence in our ability to execute against our plan," said
Glenn Tilton, United chairman, president and CEO.  "By bringing
together those responsible for revenue, costs and execution, we
have a clear line of sight and shared accountability across key
areas, better alignment around actions we are taking to combat
record high fuel costs and can more quickly implement other
necessary changes to the business."

Jake Brace continues as United's chief financial officer and is
responsible for business strategy and development, treasury, tax,
the controller function, budgets, financial planning and analysis,
internal audits, accounting, and external financial reporting.  He
also is responsible for strategic sourcing, continuous
improvement, corporate real estate, mergers and acquisitions,
fleet planning, and restructuring activities.

Paul Lovejoy continues in his role as general counsel and
secretary to the board.  Brace and Lovejoy will continue to
report to Mr. Tilton.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                            *     *     *

As reported in the Troubled Company Reporter on April 24, 2008,
Standard & Poor's Ratings Services said that its ratings and
outlook on UAL Corp., parent of United Air Lines Inc. (both rated
B/Negative/--) are not affected by UAL's report of a heavy
first-quarter loss.  UAL reported a first-quarter $542 million
pretax loss, as much higher fuel prices more than offset increased
revenues.  S&P had revised its rating outlook on both entities to
negative from stable on April 16, 2008.  In that outlook revision,
S&P cited very high fuel prices and the expected effect on UAL
revenues of a weak U.S. economy.


UNITED RENTALS: S&P Puts 'BB+' Rating on Proposed $1BB Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' secured bank
loan rating to United Rentals (North America) Inc.'s proposed
$1 billion senior secured asset-based loan credit facility due
2013.  At the same time, S&P assigned a recovery rating of '1' to
this facility, indicating an expectation for very high (90%-100%)
recovery in the event of a payment default.  The company will use
this facility to repay outstanding debt under the existing credit
facility that is due to mature in February 2009.
     
All ratings are affirmed, including the 'BB-' corporate credit
ratings on URNA and parent United Rentals Inc.  The ratings on the
existing credit facility will be withdrawn at the close of the new
facility (expected in June 2008).  The outlook is stable.
     
Through its network of approximately 670 locations in the U.S.,
Canada, and Mexico, Greenwich, Connecticut-based URI is the
world's largest provider of construction and industrial equipment
rentals.
      
"The ratings on URI reflect its weak business risk profile based
on its participation in the cyclical, highly competitive, and
fragmented equipment rental sector, as well as its aggressive
financial policy," said Standard & Poor's credit analyst John
Sico.  "Somewhat moderating these risks are its position as the
world's largest provider of equipment rentals and good geographic,
product, and customer diversity."
     
The outlook is stable, reflecting S&P's expectation that the
company will sustain its operating performance and maintain
financial and acquisition discipline amid flattening or declining
industry conditions.  An integral factor will be the company's
ability to generate free cash flow over the industry cycle and
effectively manage capital spending in line with industry demand.  
Because the SEC inquiry remains unresolved, the rating does not
incorporate an adverse outcome from the SEC review or from
shareholder lawsuits.  Meanwhile, the industry is undergoing
further consolidation, and because of its cyclical nature and
considerable merger-and-acquisition activity, the rating does not
incorporate large debt-financed acquisitions or mergers.

                            *     *     *

As reported in the Troubled Company Reporter on April 24, 2008,
Standard & Poor's Ratings Services said that its ratings and
outlook on UAL Corp., parent of United Air Lines Inc. (both rated
B/Negative/--) are not affected by UAL's report of a heavy
first-quarter loss.  UAL reported a first-quarter $542 million
pretax loss, as much higher fuel prices more than offset increased
revenues.  S&P had revised its rating outlook on both entities to
negative from stable on April 16, 2008.  In that outlook revision,
S&P cited very high fuel prices and the expected effect on UAL
revenues of a weak U.S. economy.


UNIVISION COMMS: Fitch Says 1Q Results In-Line With Expectations
----------------------------------------------------------------
Fitch Ratings stated Friday that the overall first-quarter results
of Univision Communications, Inc. (Univision) were generally in-
line with expectations. Despite weaker than expected results in
radio and Internet, overall revenue growth of mid-single digits
met expectations for the quarter. First-quarter margins were
slightly compressed compared to last year due to higher
programming and general costs.

While interest coverage for the quarter is below 1 times (x), the
quarter typically only represents approximately 17%-18% of total
annual EBITDA and Fitch fully expects the company to be above 1x
interest coverage for the full year. Interest coverage could near
1.5x on a pro forma basis taking into account payment of a large
portion of Univision's $500 million second-lien loan due 2009 and
a PIK (paid in kind) election on the company's $1.5 billion
subordinated notes. Relying on a PIK election to generate cushion
for cash interest payments obviously signifies significant
financial pressure; however, we still believe there are legitimate
growth prospects for Univision to generate positive free cash flow
over the intermediate term. Electing the PIK option over the next
one to two years would give the company additional financial
flexibility to allow it to meet its debt service obligations while
focusing on growing the business (an election is automatic if
revolver availability is below $300 million, which was the case as
of April 7, 2008).

Fitch notes that second-quarter cash flows will likely remain weak
as it will include the negative spread on the company's recent
$700 million revolver draw down and $250 million delay draw
facility. In addition, management's guidance of 1%-2% adjusted
pacing for the second quarter is below our expectations, as the
macro-economic environment continues to be a drag on overall
advertising spend. Any revision of the Stable Outlook to Negative
will be predicated more on visibility into third- and fourth-
quarter performance (as opposed to second-quarter results), as we
expect some traction in the second half of the year. The No.4
ranking in the 18-34 audience was largely the result of the
writers strike affecting the other networks (Univision's audience
was generally flat); however, the uncertainty around the existing
screen actors negotiations with the other networks could
potentially provide some upside benefit to Univision in 2008.

Fitch rates Univision as follows, with a Stable Outlook:

   -- Issuer Default Rating (IDR) 'B';
   -- Senior Secured 'B+';
   -- Second-Lien Loan 'B-';
   -- Senior Unsecured 'CCC+'.

The ratings and Outlook are all at the low end of their category.
The ratings are restrained from a highly leveraged capital
structure and a very limited margin of safety that is extremely
susceptible to even a moderate downturn in advertising spend. The
ratings are also restrained by the ongoing litigation disputes
with Televisa. On a worst-case basis, the elimination of the
Program License Agreement with Televisa would likely result in a
downgrade of 1-2 notches on all ratings as we estimate Televisa's
programming accounts for over 35% of TV revenue. While there are
other content alternatives for Univision to access besides
Televisa (Venevision, RCN, Buena Vista, etc.) there could be
significant differences in rate cards and programming costs versus
existing arrangements. Renegotiation of the fees Univison pays to
Televisa could increase by about 30% before affecting existing
ratings (any increase in programming fees as a result of a
settlement between the parties would at least offset current legal
fees paid).

The ratings are still supported by the company's underlying
portfolio of assets which include duopoly TV stations and radio
stations in most of the top Hispanic markets, with a national
overlay of broadcast and cable networks.


US CONCRETE: Moody's Cuts Rating to B2 from B1 on $285MM Notes
--------------------------------------------------------------
Moody's Investors Service downgraded U.S. Concrete's corporate
family rating and probability of default rating to B2 from B1, and
the rating for the company's $285 million senior subordinated
notes due April 2014 to B3 from B2.  Moody's affirmed U.S.
Concrete's SGL-2 speculative grade liquidity rating.  This action
concludes the review initiated on March 3, 2008, when Moody's
placed U.S. Concrete's ratings under review for a possible
downgrade.  The rating outlook is stable.

The downgrade results from the company's high financial leverage,
low margins, ongoing pressure in residential construction, as well
as slowing growth in commercial and non-residential construction.  
Increasing cost pressures from escalating diesel fuel prices and
higher raw material costs, including cement and aggregates,
together with further declines in volumes and the potential for
resistance to price increases for concrete products, are likely to
pressure U.S. Concrete's operating margins, given the fixed cost
nature of the company's business.

U.S. Concrete's B2 corporate family rating currently reflects the
high cyclicality of the company's construction end markets, heavy
reliance on a single product, relatively high financial leverage,
fixed cost nature of the business, lack of vertical integration,
and growing challenges to further price increases.  The rating is
supported by the company's geographic diversification and strong
presence in markets with favorable long-term growth prospects,
such as Texas (Dallas Fort Worth and West Texas) and Northern
California, which together contribute over 67% of total revenues.

The rating is also currently supported by the company's exposure
(16% of revenues) to relatively stable public infrastructure,
street and highway construction market; however, recent slower
growth in public infrastructure, street and highway spending is a
risk.  The company has a good liquidity position, reflective of
its sufficient availability under the credit facility, favorable
near-term debt maturity profile, and reasonable amount of
flexibility under its financial covenants.

The stable outlook reflects Moody's belief that relatively stable
public infrastructure and non-residential construction end market
demand as well as modest price increases can mitigate risks
presented by falling volume and cost pressures.  The company's
credit metrics appear better positioned in the B2 rating category.

U.S. Concrete, headquartered in Houston, Texas, is a producer of
ready-mixed concrete, precast concrete and concrete-related
products, ranking among the top ten ready-mixed concrete producers
in the US.  The company serves construction markets in West Texas,
Dallas Fort Worth, Northern California, the Atlantic region, and
Michigan, with a primary focus on Texas and California markets.  
In 2007 U.S. Concrete generated approximately $803 million in
revenues and shipped approximately 7.2 million cubic yards of
ready-mixed concrete.


U.S. SHIPPING: Posts $5.8 Million Net loss in 2008 First Quarter
----------------------------------------------------------------
U.S. Shipping Partners L.P. reported on Monday its results for the
first quarter ended March 31, 2008.

The partnership reported a net loss of $5.8 million, on operating
income of $519,000 and voyage revenue of $51.5 million, for the
three months ended March 31, 2008, compared to net income of
$5.7 million, on operating income of $10.4 million and voyage
revenue of $42.1 million, for the same period in 2007.

In 2008, the partnership's financial results were unfavorably
impacted by a non-cash impairment charge of $5.7 million related
to the adjustment of the fair value of the construction in
progress of the fifth Articulated Tug Barge unit (ATB) to zero,
while 2007 results were favorably affected by a $3.5 million
contract settlement.  Excluding these items, 2008 operating income
would have been $6.2 million and net loss would have been
$100,000, and 2007 operating income would have been $6.9 million
and net income would have been $2.3 million.

Earnings before interest, taxes and depreciation and amortization
and other non-cash expenses (Adjusted EBITDA), a non-GAAP measure,
were $17.7 million for the three months ended March 31, 2008,
compared to $19.5 million for the comparable period in 2007.

The partnership declared a distribution of $0.45 per common unit
in respect of the first quarter payable May 21, 2008, to
unitholders of record as May 16, 2008.  

Consistent with the previously disclosed request of the holder of
the subordinated and general partner units, the partnership did
not declare a distribution on its subordinated units and general
partner units for the first quarter.

                     Cash Flows and Liquidity  

The partnership said its cash flows and liquidity have come under
increasing pressure due to the current difficult market  
conditions.

Unless there is a significant improvement in utilization of, and
charter rates for, the Integrated Tug Barge units (ITBs) and a
resumption of growth in the partnership's chemical business, or an
amendment to the partnership's financial covenants, the
partnership said it is possible that it will fall out of   
compliance with certain financial ratio covenants under its senior
credit facility measured at the end of the second quarter.

If the partnership is not in compliance with its financial
covenants, the lenders have a number of remedies, including not
permitting the partnership to make distributions on its common
units until the partnership is again in compliance, although any
unpaid distributions on the common units will continue to accrue.

            Retains Greenhill & Co./Jeffries & Company

To address these liquidity issues, the partnership announced that
it has retained Greenhill & Co. LLC and Jefferies & Company Inc.
to assist it in exploring a number of strategic alternatives,
which could include, among other things, a recapitalization of the
partnership, the sale of new equity and other ways to increase
liquidity and strengthen the financial resources of the
partnership.

                      Management's Comments

"We are facing difficult current market conditions.  Demand in the
spot market has recently deteriorated significantly due to overall
declining economic activity and decreased demand for the domestic
coastwise transportation of petroleum products.  Additionally,
refinery utilization has declined considerably, fuel prices for
operating our vessels are at record levels and increased industry
capacity from newbuilds is serving the Jones Act market," said
Paul Gridley, U.S. Shipping Partners' chief executive officer.

"Due to these market shifts, the ITBs have recently incurred idle
periods greater than, and charter rates below, our previous
expectations.  Additionally, we have observed modest decreased
demand for the domestic coastwise transportation of chemical
products served by our chemical transporting vessels, which we
believe is due to our customers working off inventory levels."

"The current spot market in which our ITBs operate is
significantly more challenging than we had expected.  Although
current market conditions are difficult, and we cannot give
assurances as to future developments, we remain confident in our
long term plan for the partnership's vessels, particularly the new
ATBs coming on line later this year.

"These new vessels will enable us to operate at lower cost and
compete more effectively for a wider range of transport business,
and we expect our currently available resources will enable us to
sustain our strong relationships with customers and suppliers,"
said Mr. Gridley.

                        Long-Term Debt

At March 31, 2008, the company had outstanding long-term debt of
$486.0 million compared with $456.9 million at Dec. 31, 2007.

                          Balance Sheet

At March 31, 2007, the partnership's consolidated balance sheet
showed $707.2 million in total assets, $544.8 million in total
liabilities, $50.9 million in noncontrolling interest in joint
venture, and $111.5 million in total partners' capital.

Full-text copies of the partnership's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2c0f

                       About U.S. Shipping

U.S. Shipping Partners L.P. (NYSE: USS) -- http://www.usslp.com/
-- is a leading provider of long-haul marine transportation
services, principally for refined petroleum products,
petrochemical and commodity chemical products, in the U.S.
domestic "coastwise" trade.  The partnership's existing fleet
consists of eleven tank vessels: six integrated tug barge units;
one product tanker; three chemical parcel tankers and one ATB that
was delivered in June 2007 and entered service in July 2007.

                          *     *     *

As reported in the Troubled Company Reporter on May 15, 2008,
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.


VERSO PAPER: S&P Retains 'B' Corp. Credit Rating Under Pos. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit ratings on Verso Paper Holdings LLC and its direct parent,
Verso Paper Finance Holdings LLC, remain on CreditWatch with
positive implications, despite the company's announcement that its
initial public offering generated less in proceeds than expected.  
Verso raised $168 million in proceeds from the IPO and plans to
apply the money to reduce debt and pay certain fees.  The company
was initially expecting to generate proceeds in the $300 million-
$337 million range.  With the anticipated debt reduction Verso's
pro forma adjusted debt to EBITDA ratio at Dec. 31, 2007, is 7.3x
modestly higher than the 6.7x level S&P had expected.

The planned debt repayment, combined with S&P's expectations for
more debt reduction from improving cash flow from higher prices
and benefits from cost-savings programs, could lead to a further
strengthening in Verso's credit measures in 2008.  S&P will
continue to monitor the company's business and financial
strategies before resolving the CreditWatch.  S&P could raise the
ratings one notch if market conditions allow additional debt
reduction, with leverage potentially declining to the 4x-5x range.


VIRGIN MOBILE: Talk with SK Telecom Won't Affect S&P's 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Rating Services said its credit ratings and
outlook on Warren, New Jersey-based wireless services provider
Virgin Mobile USA Inc. (B-/Stable/--) are not immediately
affected by the company's recent announcement confirming that it
is in preliminary discussions with SK Telecom Co. Ltd.
(A/Stable/--) to explore strategic opportunities.  Given the lack
of specificity in the announcement, strategic opportunities could
be defined as anything from a joint venture to an outright
acquisition.  

If an outright acquisition were to occur, S&P believe the credit
facility at Virgin Mobile USA LP would likely be repaid, at which
point S&P would withdraw the ratings.  If, however, the credit
facility were to survive a potential transaction, S&P would
reevaluate the ratings on the company at that time.


VITERRA INC: S&P Affirms 'BB' Rating on C$300MM Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the issue ratings on
Regina, Saskatchewan-based Viterra Inc.'s C$1.1 billion secured
financing.  S&P affirmed the C$800 million five-year asset-backed
loan revolving credit facility at 'BBB-'.  The recovery rating of
'1', indicating a very high (90%-100%) recovery in the event of
default, is unchanged.  S&P also affirmed the C$300 million senior
notes at 'BB'.  The '4' recovery rating, indicating an average
(30%-50%) recovery in a default scenario, is unchanged.
     
The long-term corporate credit rating on Viterra is 'BB'.  The
outlook is positive.
     
"The ratings on Viterra reflect the fundamentals of the
agribusiness industry, which is low margin and cyclical," said
Standard & Poor's credit analyst Maude Tremblay.  "They also
reflect management's unproven growth strategy through acquisition
and diversification," Ms. Tremblay added.  These features are
partially mitigated by Viterra's leading position in the Canadian
grain handling and agribusiness industries, the expected increase
in profitability from the synergies between Viterra and Agricore,
and the company's moderate capital structure.

Ratings List

Viterra Inc.
Corporate credit rating     BB/Positive/--     

Ratings Affirmed/Unchanged
C$800 mil. senior secured revolver BBB- (Recovery rating: 1)
C$200 mil. senior secured notes    BB (Recovery rating: 4)
C$100 mil. senior secured notes    BB (Recovery rating: 4)


WCI STEEL: Inks Share Buyout and $230 Million Debt Assumption Deal
------------------------------------------------------------------
WCI Steel Inc. entered into a definitive agreement to sell the
company to OAO Severstal at a price of about $3.29 per share.  In
connection with the transaction, Severstal will assume over
$230 million of debt and other obligations.

The company has more than 42.5 million shares on a fully diluted
basis.  The company's board of directors has approved the
transcation.

"During the past few months, the board has carefully evaluated
strategic alternatives and has concluded that the sale of WCI
Steel to Severstal is in the best interests of the shareholders
and will enable the Warren, Ohio, facility to prosper in the
future," Leonard M. Anthony, president and chief executive officer
of WCI Steel, said.  "All of us at WCI Steel are committed to
working toward a smooth and rapid transition."

The acquisition is subject to customary closing conditions,
including approval under the U.S. anti-trust laws by the United
States Department of Justice, and is expected to close in the
third quarter of 2008.  The acquisition has the full support of
the United Steel Workers.

Moelis & company is acting as exclusive financial advisor to WCI
Steel Inc.  McDermott Will & Emery LLP acted as legal counsel to
the company, and Kaye Scholer LLP acted as legal counsel to the
Special Committee of the board of directors.

Headquartered in Russia, OAO Severstal (LSE:SVST; RTS: CHMF) --
http://www.severstal.com/-- productes steel and iron.  It has  
four business divisions: Russian Steel and Metalware, Severstal
North America, Lucchini, and Severstal Mining.  The company has
three representative offices located in Tol'yamm and Nizhniy
Novgorod, Russia, and in Kiev, Ukraine.

                        About WCI Steel

Headquartered in Warren, Ohio, WCI Steel Inc. (OTC: WCIS.PK) --
http://www.wcisteel.com/-- is an integrated steel maker producing
185 grades of flat-rolled custom and commodity steel products.
Its products include high carbon, alloy, ultra high strength, and
heavy-gauge galvanized steel.  Major customers are steel
converters, processors, service centers, construction product
companies, and to a lesser extent, automobile manufacturers.

WCI Steel filed for chapter 11 protection on Sept. 16, 2003
(Bankr. N.D. Ohio Case No. 03-44662) and emerged from chapter 11
in May 2006, under a plan proposed by 17 Noteholders led by
Harbinger Capital Partners Master Fund I, Ltd., that gave the
Noteholders $100,000,000 in new 8% Secured Notes and more than 98%
in equity of the reorganized steel company.

                          *     *     *

Moody's Investors Service placed WCI Steel Inc.'s senior secured
debt rating at 'Ca' in May 2003.  The ratings still hold to date
with a negative outlook.


WORLDSPACE INC: March 31 Balance Sheet Upside Down by $1.7 Billion
------------------------------------------------------------------
WorldSpace(R) Satellite Radio (NASDAQ:WRSP) released the results
for the first quarter ended March 31, 2008. The Company ended the
quarter with 171,470 subscribers worldwide, a loss of 2,696 from
the close of the prior quarter, reflecting the planned cessation
of marketing efforts in India and other parts of the world ahead
of the companys efforts to commence mobile service in Europe in
2009. In India, the Company lost 1,049 net subscribers during the
first quarter of 2008, reflecting continued reduction in marketing
in that region. WorldSpace ended the period with 162,026
subscribers in India, compared to 163,075 at the end of the fourth
quarter of 2007. Highlights of the first quarter include:

   -- An agreement with Delphi to design the WorldSpace mobile
      receiver for the European aftermarket based upon a
      WorldSpace-developed reference design. Delphi was also
      selected as a lead designer for the Companys European OEM
      receiver and reception system applications that will also
      be based on WorldSpaces reference designs.

   -- The receipt of approval from Switzerland's Office Federal
      de la Communication to operate terrestrial repeaters that
      will work in conjunction with its existing satellite
      network to provide Swiss consumers with a subscription-
      based satellite radio service in three languages, starting
      sometime in 2009.

   -- Following the end of the quarter, WorldSpace Europe, a
      wholly owned subsidiary, received approval from Germanys
      Federal Network Agency, the Bundesnetzagentur, for the
      operation of a terrestrial repeater network in Germany. The
      repeaters will work in conjunction with WorldSpaces
      existing satellite network to provide German consumers with
      a subscription-based satellite radio service in
      automobiles, again starting sometime in 2009. Germany, with
      the largest automobile market in Europe, is the third
      European country to approve WorldSpace service; additional
      countries are expected to do the same before the end of the
      year.

In December, WorldSpace secured a financing facility for up to
$40 million of subordinated financing from Yenura Pte. Ltd., a
company controlled by Noah Samara, chairman and CEO of WorldSpace.
While the facility was intended to support the Company's focused
activities as it continued urgently to seek additional financing
(including financing to address near term debt obligations), the
realization of these business objectives has been limited by the
continued slow availability of funds from the facility.

WorldSpace Chairman and CEO Noah Samara stated, "I am pleased with
the accelerated progress we are making in Europe and believe these
achievements are adding substantial value for our shareholders.
But, I am concerned about the Companys cash position and its
pending and near term payment obligations, including those to our
debt holders. We are working very hard to solve this liquidity
issue and will announce something as soon as we have a commitment.

"Our goals for 2008 are unchanged: in addition to resolving our
financial situation, we continue to focus on plans to launch an
Italian business and secure licenses and approvals in additional
countries in Europe and India," Samara added. "Our operational
focus is on Europe in general and Italy in particular. We continue
to reduce our spending in India, pending the attainment of the
license for repeaters and a local equity partner relationship."

   * Subscriber Growth

Gross subscriber adds of 15,637 in India were down from 18,226 in
the fourth quarter of 2007. Net subscriber losses in India were
slightly lower than net losses of 1,827 in the fourth quarter of
2007, as the Company continues to work towards stabilizing its
subscriber base, while awaiting approval of its terrestrial
offering in the country along with finalization of potential
partnership agreements.

   * Revenue

For the first quarter of 2008, WorldSpace reported revenues of
approximately $3.0 million, essentially flat with revenues of
approximately $3.0 million for the first quarter of 2007.
Subscription revenue was approximately $1.7 million for the first
quarter of 2008, compared with approximately $1.8 million in the
first quarter of 2007. On a sequential basis, subscription
revenues in the fourth quarter of 2007 were approximately
$1.9 million.

   * Operating Expenses

Total operating expenses for the first quarter of 2008 were
$36.4 million, a 10.3% decline from operating expenses of
$40.6 million in the first quarter of 2007, primarily reflecting
reduced marketing activity in India, as well as decreased
compensation and lower professional and legal fees in the 2008
period.

   * Net Loss and EBITDA Loss

WorldSpace recorded a net loss for the first quarter of 2008 of
$36.8 million, or $0.87 per share, compared with a net loss of
$35.5 million, or $0.91 per share for the first quarter of 2007.
WorldSpace had an EBITDA (earnings before interest income,
interest expense, income taxes, depreciation and amortization)
loss of $18.5 million for the first quarter of 2008, compared with
an EBITDA loss of $23.4 million for the first quarter of 2007.

As of March 31, 2008, the Company had cash and cash equivalents of
$2.0 million, along with restricted cash and investments of
approximately $5.6 million, compared with $3.6 million and
$6.3 million, respectively, as of December 31, 2007.

   * SAC and CPGA

Subscriber Acquisition Costs (SAC) were $28 in the first quarter
of 2008 on a blended basis (India and the rest of the world) and
$30 in India, compared with $16 on a blended basis and $18 in
India for the fourth quarter of 2007. Cost Per Gross Addition
(CPGA) decreased in the quarter to $70 on a blended basis, down
from the $80 CPGA in the prior quarter, reflecting the lower
marketing activity in India, where the CPGA increased to $72 for
the first quarter of 2008 from $68 in the fourth quarter of 2007.
WorldSpace's CPGA is the fully-loaded cost to acquire each new
subscriber, including SAC, as well as advertising and marketing
expenses. SAC also represents a subsidy on equipment sales.

   * Balance Sheet

As of March 31, 2008, the company had total assets of
$323.7 million and total liabilities of $2.1 billion and minority
interest of $608,000, resulting in total shareholders' deficit    
of $1.7 billion.

                        About WorldSpace

Based in the Washington, DC metropolitan area, WorldSpace Inc.
(Nasdaq: WRSP) -- http://www.worldspace.com/-- is a global media   
and entertainment company that offers a satellite radio to
consumers in more than 130 countries with five billion people,
driving 300 million cars.  It operates WORLDSPACE Satellite Radio,
which delivers the latest tunes, trends and information from
around the world and around the corner.  WORLDSPACE offers a
combination of local programming, original WORLDSPACE content and
content from leading brands around the globe including the BBC,
CNN International, Virgin Radio UK, NDTV and RFI.  WORLDSPACE's
satellites cover two-thirds of the earth's population with six
beams.

WorldSpace has offices in Australia and France.

The Troubled Company Reporter reported on May 1, 2008, that Grant
Thornton LLP in McLean, Va., raised substantial doubt about
WorldSpace, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's net loss, negative working capital, and
shareholders' deficit.  Grant Thornton also cited that the
company's management does not believe its cash on hand and cash
available is sufficient to meet its operating needs during the
coming year.


* Fitch: Q1 Results Show Extent of Slowdown in Leveraged Markets
----------------------------------------------------------------
The U.S. leveraged loan market suffered its worst quarter in
history in terms of performance, and of the decade in terms of new
issuance during the first quarter of 2008 (1Q08), according to
Fitch Ratings. Issuance and total return also deteriorated
significantly in U.S. high yield market.

Total U.S. syndicated loan issuance fell dramatically during 1Q08
to just $165.9 billion, down 49% from $324.8 billion during 4Q07.
U.S. leveraged loan issuance was particularly hard hit, declining
to $54.1 billion, down 58.7% from $130.9 billion in 4Q07, and down
74% from $208.8 billion during the comparable 2007 first quarter.
In fact, leveraged loan issuance during 1Q08 was the lowest
quarterly issuance in the current decade. High yield issuance fell
to just $10.75 billion for 1Q08, down 68.7% from 4Q07 issuance of
$34.5 billion. Issuance was largely by energy sector companies
and/or higher-quality issuers in the high yield segment.

"The issues plaguing the leveraged finance markets during 1Q08
have not subsided in the second quarter," said Eric Tutterow,
Managing Director, Fitch Ratings Leveraged Finance team. "The
market continues to suffer from a supply/demand imbalance, falling
LIBOR rates and the near disappearance of CLO investors."

Leveraged buy-out (LBO) lending slowed to a near standstill in
1Q08 with just $5.4 billion of issuance, down 89% from 4Q07 LBO
issuance of $47.8 billion, while total institutional loan issuance
declined 81% to $12.4 billion from approximately $66 billion. Loan
arrangers continue to struggle with large amounts of loans
remaining on their balance sheets from commitments made prior to
the current downturn.

Fitch Ratings' report, "U.S. Leveraged Finance Quarterly Review"
can be accessed on the Web site http://www.fitchratings.com/ The  
review provides additional quarterly statistics, as well as a
review of high yield rating actions and figures for individual
corporate segments.





* S&P Lowers Ratings on 21 Tranches from Four US Hybrid CDOs
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 21
tranches from four U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 11 of the lowered ratings
from CreditWatch with negative implications.   At the same time,
S&P affirmed one rating at 'AAA' and removed it from CreditWatch
with negative implications.
     
The downgraded tranches have a total issuance amount of
$2.999 billion.  Two of the four affected cash flow and hybrid
transactions are high-grade structured finance CDOs of asset-
backed securities, which are CDOs collateralized at origination
primarily by 'AAA' through 'A' rated tranches of residential
mortgage-backed securities and other SF securities.  The other two
transactions are mezzanine SF CDOs of ABS, which are
collateralized in large part by mezzanine tranches of RMBS and
other SF securities.
     
At the same time, S&P lowered its ratings on two tranches from two
U.S. synthetic CDO transactions and removed them from CreditWatch
with negative implications.  The downgraded tranches have a total
issuance amount of $8 billion.  The downgrade of the PARCS-R
Master Trust 2007-17 variable-rate notes reflects the direct link
of the note rating to the rating of its reference obligation, the
class M-2 notes issued by Citigroup Mortgage Loan Trust 2007-AMC4,
which was lowered to 'BBB' from 'AA' on May 14, 2008, and removed
from CreditWatch with negative implications.  The downgrade of the
PARCS-R Master Trust 2007-19 variable-rate notes reflects the
direct link of the note rating to the rating of its reference
obligation, the class M-2 notes issued by ACE Securities Corp.
Home Equity Loan Trust 2007-HE5, which was lowered to 'B' from
'AA' on May 14, 2008, and removed from CreditWatch with negative
implications.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities and on U.S. Alternative-A RMBS securities, as well
as changes Standard & Poor's has made to the recovery rate and
correlation assumptions it uses to assess U.S. RMBS held within
CDO collateral pools.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its ratings on 3,374 tranches from 792 U.S. cash
flow, hybrid, and synthetic CDO transactions as a result of stress
in the U.S. residential mortgage market and credit deterioration
of U.S. RMBS.  In addition, 564 ratings from 154 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P have downgraded $352.567 billion of CDO issuance.  
Additionally, S&P's ratings on $11.343 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of downgrades.
     

                         Rating Actions

                                                  Rating
                                                  ------
  Transaction                      Class       To        From
  -----------                      -----       --        ----
Broderick CDO 3 Ltd.               A-2         BBB-      
BBB+/Watch Neg
Broderick CDO 3 Ltd.               A-3         CCC-      CCC/Watch
Neg    
Fort Duquesne CDO 2006-1 Ltd.      A-2         BBB
AA-              
Fort Duquesne CDO 2006-1 Ltd.      B           B+        BB
+              
Fort Duquesne CDO 2006-1 Ltd.      C           CCC+      B
+               
Fort Duquesne CDO 2006-1 Ltd.      D           CCC-
CCC              
Nautilus RMBS CDO IV Ltd.          A-1J        BBB
AA               
Nautilus RMBS CDO IV Ltd.          A-1S        AA-
AAA              
Nautilus RMBS CDO IV Ltd.          A-2         BB
A                
Nautilus RMBS CDO IV Ltd.          A-3         B
BBB              
Nautilus RMBS CDO IV Ltd.          B-F         CCC-
BB               
Nautilus RMBS CDO IV Ltd.          B-V         CCC-
BB               
Nautilus RMBS CDO IV Ltd.          C-F         CC
CCC-             
Nautilus RMBS CDO IV Ltd.          C-V         CC
CCC-             
PARCS-R Master Trust 2007-17   Trust unit  BBB       AA/Watch Neg
PARCS-R Master Trust 2007-19   Trust unit  B         AA/Watch Neg
Sharps CDO II Ltd.             A-1         BBB-      AA-/Watch Neg    
Sharps CDO II Ltd.             A-2         BB-       A-/Watch Neg     
Sharps CDO II Ltd.                 A-3         B-        
BBB+/Watch Neg   
Sharps CDO II Ltd.             B           CCC       BBB/Watch Neg    
Sharps CDO II Ltd.             C           CC        BB+/Watch Neg    
Sharps CDO II Ltd.             D-1         CC        BB-/Watch Neg    
Sharps CDO II Ltd.             D-2         CC        B-/Watch Neg     

       Rating Affirmed and Removed from Creditwatch Negative

                                              Rating
                                              ------
       Transaction               Class     To        From
       -----------               -----     --        ----
       Broderick CDO 3 Ltd.      A-1       AAA       AAA/Watch Neg    

                   Other Outstanding Ratings
               
        Transaction                        Class     Rating
        -----------                        -----     ------
        Broderick CDO 3 Ltd.               A-4
CC                         
        Broderick CDO 3 Ltd.               A-5
CC                         
        Broderick CDO 3 Ltd.               B
CC                         
        Broderick CDO 3 Ltd.               C
CC                         
        Broderick CDO 3 Ltd.               D
CC                         
        Broderick CDO 3 Ltd.               E         CC              
        Fort Duquesne CDO 2006-1 Ltd.      A-1A      AAA     
        Fort Duquesne CDO 2006-1 Ltd.      A-1B      AAA          
        Fort Duquesne CDO 2006-1 Ltd.      X         AAA        


* S&P Took Ratings Actions on Various Synthetic CDO Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services took rating actions on various
U.S. synthetic collateralized debt obligation transactions
following the April month-end run:

     -- S&P placed 172 ratings on CreditWatch with negative
        implications;

     -- S&P lowered 86 ratings and removed three of them from
        CreditWatch with negative implications;

     -- S&P placed five ratings on CreditWatch with positive
        implications;

     -- S&P raised two ratings and removed one of them from
        CreditWatch negative;

     -- S&P withdrew one rating after the transaction unwound; and

     -- S&P affirmed nine ratings and removed them from
        CreditWatch negative.
     
The CreditWatch negative placements reflect negative rating
migration in the respective portfolios and synthetic rated
overcollateralization ratios that had fallen below 100% as of the
April month-end run.  The downgrades affected transactions that
had SROCs below 100% as of the April month-end run and at a 90-day
forward run; the affirmations and CreditWatch removals affected
transactions that had SROCs at or over 100% at their current
rating levels; and the positive CreditWatch placements affected
transactions that had an SROC at or over 100% at the next higher
rating level.  S&P withdrew one rating because the transaction
unwound.  The two upgrades reflected a rebalance of the
portfolios, which brought the SROCs above 100% at the higher
rating levels, which were the original ratings on these tranches
at close.


                           Ratings List

                        ABACUS 2004-2 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        AA                  AA+
         B                        A                   A+
         C                        BBB-                BBB

                         ABACUS 2004-3, Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         C                        BBB                 BBB+

                     ABACUS 2005-1 CB1 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A-1                      AA                  AA+
         A-2                      A+                  AA-
         B                        A-                  A
         C                        BBB                 BBB+
         D                        BBB-                BBB
         F                        BB-                 BB
         G                        CCC+                B

                        ABACUS 2005-3 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         D                        BBB+                A-
         D Series 2               BBB+                A-
         D Series 3               BBB+                A-

                        ABACUS 2005-5 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A-1                      AA+                 AAA

                       ABACUS 2006-11 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        A+                  AA-
         A-2 Ser 1                BB+                 BBB-
         A-2 Ser 2                BB+                 BBB-
         B                        B                   BB-
         B Ser 2                  B                   BB-
         C                        CCC+                B-

                          ABACUS 2006-12 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A-1                      BB-                 BBB-
         A-2                      B-                  BB-
         B                        CCC+                B

                         ABACUS 2006-8 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----         
         A-1                      AA                  AA+
         A-2                      A                   A+
         D                        B+                  BB-

                         ABACUS 2006-9 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A-1                      BBB                 A-
         A-2                      BBB-                BBB
         B                        BB                  BBB-
         C                        B+                  BB-

                      ABACUS 2006-HGS1 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         AMSS                     BB+                 BBB-
         A-1                      B                   B+
         A-2                      CCC                 CCC+
         B                        CCC-                CCC

                       ABSpoke 2005-IB Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         ABSpoke                  BBB+                A-

                       ABSpoke 2005-IC2 Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         ABSpoke                  BB+                 BBB-

                        ABSpoke 2005-X Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         VFRN                     BB+                 BBB-

                        ABSpoke 2005-XA Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         VFRN                     A                   A+

        ABSpoke 2005-XII B Segregated Portfolio of SPGS SPC

                                         Rating
                                         ------
         Class                    To                  From
         -----                    --                  ----
         VFRN                     BBB                 BBB+

                     ACA CDS 2006-1 Tranche F

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         F                        BBB/Watch Neg       BBB

                    ACA CDS 2006-1B Tranche C

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Tranche                  A-/Watch Neg        A-

                    Alta CDO SPC Series 2007-1
                              2007-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         A                        A-/Watch Neg        A-

                         Argon Capital PLC
                                 92

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Series 92                CCC-                CCC

                           Arlo III Ltd.
                          2005 Hyde Park

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Notes                    A+/Watch Neg        A+

                           ARLO VI Ltd.
    Series 2006-B-1 (Prima-CDO Long/Short) USD 15000000
Secured                         
                         Limited Resource
                   Credit-Linked Notes due 2013

                                         Rating
                                         ------
         Class                    To                  From
         -----                    --                  ----
         B-1                      AAA/Watch Neg       AAA

                            ARLO VI Ltd.
Series 2006-C1 (Prima-CDO Long/Short) USD 33800000 Secured Limited
                Resource Credit-Linked Notes due 2013

                                         Rating
                                         ------
         Class                    To                  From
         -----                    --                  ----
         C-1                      AA/Watch Neg        AA

                            ARLO VI Ltd.
    Series 2006-C-2 (Prima-CDO Long/Short) USD 10000000 Secured   
            Limited Resource Credit-Linked Notes due 2013

                                         Rating
                                         ------
         Class                    To                  From
         -----                    --                  ----
         C-2                      AA/Watch Neg        AA

                            ARLO VI Ltd.
                              2007-B-1

                                         Rating
                                         ------
         Class                    To                  From
         -----                    --                  ----
         Tranche 1                AA/Watch Neg        AA
         Tranche 2                AA/Watch Neg        AA

                           ARLO VI Ltd.
                             2007-B-1

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         Unfunded                 AA/Watch Neg        AA

                    Borealis No. 1 (CDO) Limited

                                         Rating
                                         ------
         Class                    To                  From
         -----                    --                  ----
         A NZD Nts                AAA/Watch Neg       AAA

                          Buchanan SPC
                             2006-I

                                         Rating
                                         ------
         Class                    To                  From
         -----                    --                  ----
         A1J                      B+                  BB-

                           Buchanan SPC
                              2006-IV

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B                        CCC-                CCC

                      Calibre 2004-III Ltd.

                                          Rating
                                          ------
         Class                    To                  From
         -----                    --                  ----
         B                        AAA/Watch Neg       AAA

                      Calibre 2004-XI Ltd.

                                          Rating
                                          ------
         Class         &nb