TCR_Public/080328.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, March 28, 2008, Vol. 12, No. 74

                             Headlines

ABCDS 2006-1: Weakened Credit Quality Cues Moody's Rating Cuts
ABITIBIBOWATER INC: PwC Expresses Substantial Doubt on Subsidiary
ABITIBIBOWATER: Affiliate Prices $413MM Offering of Senior Notes
ABITIBIBOWATER INC: S&P Put 'B+' Rating on Unit's $450MM Facility
ACA AQUARIUS: Six Note Classes Obtain Moody's Ratings Downgrades

ACCREDITED HOME: Moody's Chips Two Ratings on Delinquent Loans
ACE SECURITIES: Moody's Cuts Ratings on 11 Tranches From Two Deals
ADVANCED MEDICAL: Had $192MM Net Loss for Year Ended Dec. 31, 2007
ALTIUS IV: Moody's Cuts Ratings on Nine Classes of Notes
AMERICAN HOME: Asks Court to Approve Deal with D.C. ISB Department

AMERICAN HOME: Files Omnibus Objection to 80 Claims
AMERICAN HOME: Court Extends Removal Period to June 2
AMERICAN HOME: Can Hire CB Richard Ellis as Real Estate Broker
AMERICAN LAFRANCE: Court Approves Disclosure Statement
AMERICAN LAFRANCE: Committee Allowed to Hire FTI as Advisor

AMERICAN LAFRANCE: Committee May Hire Pepper Hamilton as Counsel
AMERICAN IRONHORSE: Consents to Chapter 11 Bankruptcy Filing
ANTS SOFTWARE: Burr Pilger Expresses Going Concern Doubt
APRIA HEALTHCARE: Moody's Withdraws Ratings on Business Reasons
ASAT HOLDINGS: Nasdaq Terminates Trading Securities on March 27

ATARI INC: Non-Compliance with Nasdaq Rules Cues Stocks Delisting
AVANTI FUNDING: Eroding Credit Quality Cues Moody's Rating Cuts
BARRAMUNDI CDO: Moody's Downgrades Ratings on Six Classes of Notes
BEAR STEARNS: Wants Court to Bar Ex-Employees from Taking Clients
BEAR STEARNS: Moody's Cuts Ratings on 63 Tranches From 17 Deals

BEAZER HOMES: Moody's Downgrades Ratings to 'B2' From 'B1'
BELDEN INC: Mulls Closure of Manchester Plant by September 2008
BFC AJAX: Moody's Cuts Five Note Ratings on Poor Credit Quality
BFWEST LLC: Case Summary & Three Largest Unsecured Creditors
BLUE EDGE: Moody's Downgrades Ratings on 11 Classes of 2050 Notes

BVGG LLC: Involuntary Chapter 11 Case Summary
C-BASS CBO XVI: Moody's Cuts Ratings on Four Classes of 2041 Notes
C-BASS CBO XIX: Moody's Reviews Ratings on Poor Credit Quality
CANAL CAPITAL: Posts $8,194 Net Loss in 1st Quarter Ended Jan. 31
CARMIKE CINEMAS: S&P Keeps 'B-' Issue and Corporate Credit Rating

CBA COMMERCIAL: Four Classes of Bonds Acquire Fitch's Rating Cuts
CHARLES FORT: Seven Classes of Notes Get Moody's Rating Downgrades
CHARLES RIVER LABS: Earns $154 Million in Fiscal Year 2007
CHARTERHOUSE BOISE: Disclosure Statement Lacks Info, Creditors Say
CHARYS HOLDING: Wants Court to Set May 12 as Claims Bar Date

CHRYSLER LLC: Clarifies Misleading Coverage of Discount Programs
CLEAR CHANNEL: Might Face Ad Sector Woes Alone, Report Says
CLEAR CHANNEL: Fitch to Keep 'BB-' Ratings if Sale is Canceled
CLEAR CHANNEL: S&P Maintains Negative Watch Posting on 'B+' Rating
CNET NETWORKS: Pares 10% U.S. Positions Under Realignment Plan

COLDWATER CDO: Moody's Cuts Ratings on Five Classes of 2046 Notes
COSTA BELLA: Nine Classes of Notes Get Moody's Ratings Downgrades
CPS CAYMAN: S&P Gives 'BB' Initial Rating to Class C 2014 Notes
CREDIT SUISSE: Moody's Takes Various Rating Actions on 16 Classes
CROWN PLAZA: Files Schedules of Assets and Liabilities

DAVIS SQUARE: Declining Credit Quality Spurs Moody's Rating Cuts
DELPHI CORP: Moody's Lifts Rating on New Second Lien Loan to 'B2'
DELTA FINANCIAL: To Delay Filing of 2007 Annual Report
DELTA FINANCIAL: Court Okays Standstill Deal with Former Workers
DELTA FINANCIAL: Committee Allowed to Hire Landis Rath as Counsel

DELTA FINANCIAL: Committee Allowed to Hire Weiser as Advisor
DISH NETWORK: Earns $756 Mil. Net Income for Year Ended Dec. 2007
DUNMORE HOMES: Panel Moves for Rule 2004 Exam on Sidney Dunmore
EDUCATION RESOURCES: Moody's Cuts Rating to B2 on Liquidity Issues
EMISPHERE TECH: PricewaterhouseCoopers Raises Going Concern Doubt

ENCYSIVE PHARMACEUTICALS: KPMG LLP Expresses Going Concern Doubt
ENERGYTEC INC: Issues Note in Settlement of "Oil is Fab" Complaint
EQUA-CHLOR: Files Schedules of Assets and Liabilities
FINANCIAL GUARANTY: Fitch Slashes Long-term Issuer Rating to 'BB'
FINISAR CORP: Had $10.6 Mil. Net Loss for Qtr. Ended Jan. 27, 2008

FIRST MAGNUS: May Employ Grant Lyon as Restructuring Consultant
FIRST MAGNUS: May Employ Snell & Wilmer as Bankruptcy Counsel
FORD MOTOR: Jaguar and Land Rover Sale Won't Affect S&P's Ratings
FORD MOTOR: February 2008 Saw Focus Sales Up By 36 Percent
FORTIUS II FUNDING: Seven 2042 Notes Obtain Moody's Rating Cuts

FURLONG SYNTHETIC: Moody's Cuts Rating on Weakened Credit Quality
GAP INC: Declares Quarterly Cash Dividend of $0.085 Per Share
GELALDINE BUDWICK: Case Summary & Largest Unsecured Creditor
GENCORP INC: February 29 Balance Sheet Upside-Down by $35 Million
GENER8XION ENT: Jan. 31 Balance Sheet Upside-Down by $988,195

GENTA INC: Deloitte & Touche Expresses Going Concern Doubt
GLENSHAW GLASS: Changes Name to Kelman Bottles
GLOBAL PAYMENT: Inks Securities Purchase Pacts with 3 Investors
GOLD CENTER: Gets OK to Hire Landrau Rivera as Counsel
GOLD CENTER: Sec. 341 Meeting Rescheduled to April 11

GRAHAM HOUSING: Moody's Holds Ba3 Rating on Housing Revenue Bonds
GRAND AVENUE: Moody's Cuts Ratings on Seven Classes of 2052 Notes
GSC CAPITAL: High Delinquencies Cues Moody's 11 Rating Downgrades
HAMILTON GARDENS: Moody's Cuts Ratings on Five 2046 Note Classes
HARMONY HOLDINGS: U.S. Trustee Appoints 3-Member Committee

HARMONY HOLDINGS: Gets OK to Employ Barton Law Firm as Counsel
HUGHES NETWORK: Net Income Rose Up 161% to $50 Million in 2007
INDEPENDENCE V CDO: Moody's Cuts Ratings on Three Classes of Notes
INFE HUMAN: Management Says Auditors Issued Going Concern Opinion
INSMED INC: Ernst & Young Expresses Going Concern Doubt

INVERNESS MEDICAL: Closes Three U.S. Facilities and Cuts Jobs
ISCHUS MEZZANINE: Moody's Cuts Ratings on Seven Classes of Notes
INSIGHT COMMUNICATIONS: Fitch Withdraws 'B+' Issuer Default Rating
ISONICS CORP: Jan. 31 Balance Sheet Upside-Down by $4,174,000
IXION PLC: Deteriorating Credit Quality Cues Moody's Rating Cuts

IXIS ABS: Six Classes of Notes Get Moody's Ratings Downgrades
JAMES RAMSEY: Case Summary & Three Largest Unsecured Creditors
JEFFERSON COUNTY: Moody's Junks Rating on $3.2BB Revenue Warrants
JOBSON MEDICAL: S&P Assigns 'B-' Rating on CreditWatch Negative
JOHNSON RUBBER: Wants Court Approval to Wind Down Business

HOVNANIAN ENTERPRISES: Moody's Slashes Ratings on Ongoing Losses
LAGUNA SECA: Moody's Downgrades Ratings on Seven Classes of Notes
LA JOLLA: Ernst & Young Expresses Going Concern Doubt
LASALLE COMMERCIAL: Projected Losses Prompts Moody's Rating Cuts
LB-UBS COMMERCIAL: Moody's Retains Low-B Ratings on Three Classes

LEXINGTON CAPITAL V: Moody's Cuts Ratings on Seven Note Classes
LEXINGTON CAPITAL III: Moody's Cuts Ratings on 10 Classes of Notes
LIBERTAS PREFERRED: Moody's Cuts Ratings on Seven Classes of Notes
LITTLE TRAVERSE: S&P Changes Outlook to Negative; Holds 'B' Rating
LONG HILL 2006-1: Moody's Cuts Ratings on Seven 2045 Note Classes

LONGRIDGE ABS: Moody's Slashes Ratings on Five Classes of Notes
LONGSTREET CDO: Moody's Cuts Ratings on Eight 2046 Note Classes
MACROCHEM CORP: Vitale Caturano Expresses Going Concern Doubt
MACROCHEM CORP: David Luci Comes in as New Chief Financial Officer
MAGNOLIA II 2006-5: Moody's Reviews 'Ba3' Rating For Possible Cut

MANIS LUMBER: U.S. Trustee Appoints Seven-Member Creditors Panel
MAXJET AIRWAYS: Court Okays Sale of Assets to MAAG for $1,000,000
MAYFLOWER CDO: Moody's Downgrades Ratings on Six Classes of Notes
MEDICOR LTD: Wants Court OK to Sell Assets for $51.5 Million
MERRILL LYNCH: Ample Credit Support Cues S&P's Rating Upgrades

MILLSTONE III: Weak Credit Quality Prompts Moody's Rating Reviews
MKP VELA: Four Classes of Notes Acquire Moody's Rating Downgrades
ML-CFC 2006-3: Expected Losses Cue Fitch to Downgrade Ratings
MONEYGRAM INT'L: Moody's Keeps B1 Rating on Review for Likely Cut
MONITOR OIL: Must Talk with Creditors On Cash Collateral Use

MONTAUK POINT: Moody's Cuts Ratings on Seven Classes of 2046 Notes
MORGAN STANLEY: Fitch Holds Low-B Ratings on Six Classes of Certs.
MORGAN STANLEY: Three Classes Acquire S&P's Junk Rating From 'B'
MOVIE GALLERY: Court Extends Lease Decision Period to May 13
MOVIE GALLERY: SyWest Opposes Lease Assignment to WaMu

MOVIE GALLERY: Wants Consent Procedures for Lessors Approved
MT. POCONO MEDICAL: Voluntary Chapter 11 Case Summary
MULBERRY STREET: Moody's Downgrades Ratings on Five Note Classes
MANIS LUMBER: Court Approves Lamberth Cifelli as Bankr. Counsel
NABI BIOPHARMA: S&P Withdraws All Ratings At Issuer's Request

NASTECH PHARMACEUTICAL: KPMG LLP Expresses Going Concern Doubt
NATCHEZ HOSPITAL: Board Hires Eilen Schaffer as Bankruptcy Counsel
NATCHEZ HOSPITAL: Bill on Chapter 9 Bankruptcy Sent to Governor
NATIONAL ENERGY: Files Certificate of Dissolution in Delaware
NATIONAL RV: Wants Exclusive Plan Filing Period Extended

NEENAH FOUNDRY: S&P Assigns 'B' Rating on Negative CreditWatch
NEUROGEN CORP: PricewaterhouseCoopers Raises Going Concern Doubt
NEW CENTURY: Recent Losses Cues Moody's Rating Cuts on 81 Tranches
OCEANVIEW CBO: Fitch Pares Ratings on Custodial Receipts to 'BB'
OCEANVIEW CBO: Moody's Cuts Ratings on Declining Credit Quality

OPTEUM MORTGAGE: Moody's Cuts 38 Tranches' Ratings From Four Deals
OPTION ONE: Severe Delinquencies Prompts Moody's Rating Downgrades
ORIGEN FINANCIAL: Grant Thornton Raises Substantial Doubt
ORION 2006-1: Moody's Downgrades Ratings on Five Classes of Notes
ORTHOFIX INT'L: Moody's Cuts Ratings to 'B1' on Low Free Cash Flow

PACIFIC LUMBER: Plan Objection & Voting Deadlines Extended
PACIFIC LUMBER: Confirmation Objections Filed Against Rival Plans
PACIFIC LUMBER: Files Third Amended Joint Plan of Reorganization
PACIFIC LUMBER: Scotia Pacific Files Amended Alternative Plan
PACIFICNET INC: To Contradict Debenture Holders' Chapter 11 Filing

PALMER ABS: Moody's Junks Rating on $100 Mil. 2047 Notes From 'A1'
PEACE ARCH: PwC Expresses Substantial Going Concern Doubt
PFP HOLDINGS: Lenders Balk at $61.15MM Asset Sale to T2 Homes
PIKE NURSERY: Judge Diehl Converts Case to Chapter 7 Liquidation
PILGRIM'S PRIDE: Promotes Robert Wright as Chief Operating Officer

PINE MOUNTAIN: Moody's Downgrades Ratings on Eight Note Classes
PONTIAC MICHIGAN: Fitch Cuts Rating on $1.4 Mil. Bonds to 'B-'
PROGRESSIVE GAMING: Ernst & Young Expresses Going Concern Doubt
PYXIS ABS CDO: Eroding Credit Quality Spurs Moody's Rating Cuts
QMED INC: Posts $11 Million Net Loss in Year ended November 30

QUEBECOR WORLD: Seeks Authority to Assume Various Contracts
QUEBECOR WORLD: Wants to Pay $3,175,111 Sales Commissions
QUEBECOR WORLD: Panel Taps Kurtzman Carson as Communications Agent
RAMP 2005 TRUST: Moody's Cuts Rating on Class B-1 to 'B2' From Ba1
RASC 2005 TRUST: Moody's Downgrades Ratings on 31 Tranches

RELIANCE INTERMEDIATE: S&P Ratings Unmoved by New Financing Plan
RETAIL PRO: Posts $631,000 Net Loss in 2nd Quarter Ended Sept. 30
RIVIERA HOLDING: Moody's Holds 'B2' Rating; Gives Stable Outlook
SAIL TRUSTS: Moody's Cuts Ratings on 22 Tranches From Four Deals
SEARCHHELP INC: Extends Term of Class "A" Warrant to July 31

SECURITY CAPITAL: Realigns Operations by Eliminating 60 Positions
SECURITY CAPITAL: Issues Response to Merrill Lynch's Lawsuit
SECURITY CAPITAL: PwC Confirms XL Capital's New Biz Suspension
SECURITY CAPITAL: Fitch Junks Ratings on $250MM Preference Shares
SEQUOIA ALTERNATIVE: Moody's Cuts Ratings on High Delinquencies

SHORES OF PANAMA: Files Schedules of Assets and Liabilities
SIRIUS SATELLITE: S&P Holds Developing Watch on Refinancing Risks
SIRVA INC: Completes Sale of Moving Operations in U.K., Ireland
SIRVA INC: Committee Requests to Hire TRN as Investment Banker
SOLOMON TECH: Sells 4,295,052 Common Shares to 6 Debenture Holders

SOLUTIA INC: Settlement with GE Betz Gets Court Approval
SOLUTIA INC: Harbinger Capital, et al., Hold 30.1% Stake
SOLUTIA INC: Several Parties Disclose Ownership of Company Shares
SOUTH COAST III: Moody's Cuts Ratings on Seven Classes of Notes
SOUTH COAST I: Moody's Cuts Ratings on Decline in Credit Quality

SOUTH COAST III: Moody's Cuts Ratings on Seven Classes of Notes
SPARTECH CORPORATION: Cuts 10% of Total Workforce
SPHERIS INC: Posts $11 Million Net Loss in Year Ended December 31
SPX CORP: Earns $294 Million for Year Ended Dec. 31, 2007
STACK 2006-1: Eroding Credit Quality Prompts Moody's Rating Cuts

STACK 2006-2: Moody's Junks Rating on $105 Mil. Notes From 'B3'
STACK 2007-2: Moody's Cuts Ratings on Deteriorating Credit Quality
SUMMIT GLOBAL: Gets Court Nod for $56.5 Mil. Cash Sale to TriDec
SUNTRUST MORTGAGE: Moody's Downgrades Ratings on 11 Tranches
TAHOMA CDO II: Moody's Cuts Ratings on Declining Credit Quality

TASMAN CDO: Moody's Junks Rating on $30 Mil. A1J Notes From 'Aaa'
TECO ENERGY: Fitch Ratings Raises Issuer Default Rating From 'BB+'
TOPANGA CDO: Poor Credit Quality Prompts Moody's Rating Downgrades
TOUSA INC: Needs More Time to File 2007 Annual Report
TOUSA INC: Objects to Krieff's Request to Lift Bankruptcy Stay

TOWERS OF CHANNELSIDE: Court OKs Sale of Assets for $28 Million
TQS INC: Subrogation Pact Releases Cogeco Inc. as Guarantor
UNIGENE LABS: Grant Thornton Expresses Going Concern Doubt
VESTA INSURANCE: FSIA Allowed to Hire Ralph Brotherton as Trustee
VESTA INSURANCE: J. Gordon Settles Affirmative's $7.2M Claim

VICORP RESTAURANTS: S&P Cuts Issue-level Rating to 'CC' From CCC-
WAVE SYSTEMS: KPMG LLP Expresses Going Concern Doubt
XELR8 HOLDINGS: Net Loss Lowers to $3MM in Year Ended December 31
XM SATELLITE: Refinancing Risks Cues S&P To Hold Developing Watch
ZIFF DAVIS: Files Joint Plan of Reorganization in N.Y. Court

ZIFF DAVIS: Classification and Treatment of Claims Under the Plan
ZIPCO INT'L: Case Summary & 20 Largest Unsecured Creditors

* Moody's Downgrades Ratings on 81 Tranches From Various Issuers
* Moody's Proposes Specific Enhancements for RMBS Securitization
* S&P Downgrades Ratings on 110 Synthetic CDO Transactions
* S&P Lowers Ratings on 41 Tranches From Eight Cash Flows and CDOs
* S&P Downgrades Ratings on 21 Classes From Eight Subprime RMBS

* S&P Downgrades Ratings on 21 Classes From Eight Subprime RMBS
* Fitch Says Property and Casualty Insurance Are Likely to Fall

* Chadbourne & Parke Grows LA Practice with Mexico Office Opening
* James Mallak Joins Alvarez & Marsal as a Managing Director

* BOOK REVIEW: Bankruptcy Investing: How to Profit from Distressed  
                          Companies (Revised Edition)

                             *********

ABCDS 2006-1: Weakened Credit Quality Cues Moody's Rating Cuts
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ABCDS 2006-1, Ltd.:

Class Description: $200,000,000 Senior Swap Agreement with Royal
Bank of Canada, London Branch

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

Class Description: $60,000,000 Class A-2 First Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $51,600,000 Class A-3 Second Priority Senior
Secured Floating Rate Notes Due 2050

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $48,600,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2050

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

Additionally, Moody's downgraded these notes:

Class Description: $8,400,000 Class C Fourth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2050

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

Class Description: $12,000,000 Class D Fifth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2050

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

Class Description: $5,000,000 Class E Sixth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2050

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

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


ABITIBIBOWATER INC: PwC Expresses Substantial Doubt on Subsidiary
-----------------------------------------------------------------
AbitibiBowater Inc. disclosed in its 2007 annual report that its
wholly owned subsidiary, Abitibi-Consolidated Inc. "is currently
experiencing a liquidity shortfall and liquidity problems and
there is substantial doubt about Abitibi's ability to continue as
a going concern."

The company's independent auditor, PricewaterhouseCoopers LLP in
Montreal, Quebec, Canada, said, "In the United States, reporting
standards for auditors require the addition of an explanatory
paragraph (following the opinion paragraph) when the financial
statements are affected by conditions and events that cast
substantial doubt on the company's ability to continue as a going
concern."

PwC further said, "Our report to the shareholders dated
March 21, 2008, is expressed in accordance with Canadian reporting
standards which do not permit a reference to such events and
conditions in the auditor's report when these are adequately
disclosed in the financial statements."

                       Abitibi-Consolidated

Abitibi-Consolidated is currently experiencing a liquidity
shortfall and faces significant near-term liquidity challenges.  
For the year ended Dec. 31, 2007, Abitibi reported a net loss of
CDN$714 million, negative cash flows from operating activities of
CDN$468 million and reported an accumulated deficit of CDN$1.591
billion as at Dec. 31, 2007.

At Dec. 31, 2007, Abitibi-Consolidated's balance sheet showed
CDN$6.572 billion in total assets, CDN$5.026 billion in total
liabilities, and CDN$1.546 billion in total stockholders' equity.

Abitibi's balance sheet at Dec. 31, 2007, showed strained
liquidity with CDN$1.009 billion in total current assets available
to pay CDN$1.416 billion in total current liabilities.

Abitibi has a total of $346 million of long-term debt that matures
in 2008:

   -- $196 million principal amount of its 6.95% Notes due
      April 1, 2008, and

   -- $150 million principal amount of 5.25% Notes due June 20,
      2008, issued by Abitibi-Consolidated Company of Canada, a
      wholly owned subsidiary of Abitibi.  

Abitibi also has revolving credit facilities with commitments
totalling $710 million maturing in the fourth quarter of 2008.  
None of these debts have yet been refinanced.  These circumstances
lend substantial doubt as to the ability of Abitibi to meet its
obligations as they come due and, accordingly, substantial doubt
as to the appropriateness of the use of accounting principles
applicable to a going concern.

To address these near-term liquidity challenges, Abitibi, and its
parent company, AbitibiBowater Inc., have developed a refinancing
plan to address upcoming debt maturities and general liquidity
needs designed to enable Abitibi to repay the $346 million due in
April and June 2008 and to repay all its maturities due in 2009,
while continuing to fund Abitibi's operations, debt service and
capital expenditures, so it can continue as a going concern.

This refinancing plan is expected to consist of:

   -- a $200 million to $300 million of new senior unsecured
      exchange notes due 2010;

   -- up to $450 million of a new 364-day senior secured term
      loan secured by substantially all of Abitibi's assets
      other than fixed assets;

   -- approximately $400 million of new senior secured notes or
      a term loan due 2011 secured by fixed assets; and

   -- $200 million to $300 million of new convertible notes of
      AbitibiBowater.

The current state of the credit markets is a significant
impediment to securing the necessary financing for Abitibi.

                    Amended 2007 Annual Report

AbitibiBowater Inc. filed on March 20, 2008, an amended annual
report on Form 10-K for the fiscal year ended Dec. 31, 2007, that
was originally filed on March 17, 2008.

for the purpose of making minor revisions to

   -- insert the name and electronic signature of the
      Independent Registered Accounting Firm, and

   -- make certain minor edits and conforming changes, including
      changes to its Feb. 29, 2008, cash balance disclosures.

In addition, AbitibiBowater is also including as exhibits to this
Amendment the certifications required pursuant to Sections 302 and
906 of the Sarbanes-Oxley Act of 2002.

                    AbitibiBowater Financials

For the year ended Dec. 31, 2007, AbitibiBowater posted a
$490 million net loss on $3.876 billion of sales as compared with
a $138 million net loss on $3.530 billion of sales for the same
period in 2006.

At Dec. 31, 2007, AbitibiBowater's balance sheet showed
$10.319 billion in total assets, $8.420 billion in total
liabilities, and $1.899 in total stockholders' equity.

AbitibiBowater's balance sheet at Dec. 31, 2007, showed strained
liquidity with $2.142 billion in total current assets available to
pay $2.178 billion in total current liabilities.

Full-text copies are available for free at:

   -- 2007 annual report of AbitibiBowater Inc.
      http://ResearchArchives.com/t/s?2983

   -- 2007 amended 2007 annual report of AbitibiBowater Inc.
      http://ResearchArchives.com/t/s?2984

   -- audited financial statements of Abitibi-Consolidated Inc.
      http://ResearchArchives.com/t/s?2985

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH)
-- http://www.abitibibowater.com/-- was formed as a result of the  
combination of Abitibi-Consolidated Inc. and Bowater Incorporated.
Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater
Incorporated became subsidiaries of AbitibiBowater. The company
produces a wide range of newsprint, commercial printing papers,
market pulp and wood products and markets these products to more
than 90 countries.

Following the required divestiture agreed to with the U.S.
Department of Justice, AbitibiBowater will own or operate 27 pulp
and paper facilities and 35 wood products facilities located in
the United States, Canada, the United Kingdom and South Korea. The
company also has newsprint sales offices in Brazil and Singapore.
The company's shares also trade at the Toronto Stock Exchange
under the stock symbol ABH.


ABITIBIBOWATER: Affiliate Prices $413MM Offering of Senior Notes
----------------------------------------------------------------
AbitibiBowater Inc.'s subsidiary, Abitibi-Consolidated Company of
Canada, priced a private offering of $413 million aggregate
principal amount of 13.75% senior secured notes due April 1, 2011.

The notes were sold to qualified institutional buyers in reliance
on Rule 144A under the Securities Act of 1933, as amended, and to
non-U.S. persons in reliance on Regulation S under the Securities
Act.  The notes have not been registered under the Securities Act
or any state securities laws.  

ACCC also priced a $400 million 364-day senior secured term loan
with a coupon of LIBOR + 800 basis points, with a 3.5% LIBOR
floor, at a price of 96% of par.

The closing of both transactions is expected to occur on or about
April 1, 2008, subject to the concurrent closing of both
transactions and two other transactions.  All four transactions
are subject to the satisfaction of various closing conditions,
including the receipt of various third-party approvals.  

The net proceeds from all four transactions will be used as part
of the overall refinancing plan for the company's Abitibi-
Consolidated Inc. subsidiary, which is intended to address
upcoming debt maturities and general liquidity needs.

                    About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH)
-- http://www.abitibibowater.com/-- was formed as a result of the  
combination of Abitibi-Consolidated Inc. and Bowater Incorporated.
Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater
Incorporated became subsidiaries of AbitibiBowater. The company
produces a wide range of newsprint, commercial printing papers,
market pulp and wood products and markets these products to more
than 90 countries.

Following the required divestiture agreed to with the U.S.
Department of Justice, AbitibiBowater will own or operate 27 pulp
and paper facilities and 35 wood products facilities located in
the United States, Canada, the United Kingdom and South Korea. The
company also has newsprint sales offices in Brazil and Singapore.
The company's shares also trade at the Toronto Stock Exchange
under the stock symbol ABH.

                           *     *     *

As reported in the Troubled Company Reporter on March 12, 2008,
Standard & Poor's Ratings Services assigned its 'B-' long-term
corporate credit rating to AbitibiBowater Inc.  The outlook is
negative.


ABITIBIBOWATER INC: S&P Put 'B+' Rating on Unit's $450MM Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Abitibi-Consolidated Co. of Canada's proposed
$450 million senior secured credit facility.  ACCC is a subsidiary
of Abitibi-Consolidated Inc. (B-/Watch Neg/--).      

S&P assigned a 'B+' issue-level rating to the credit facility (two
notches above the corporate credit rating on Abitibi-
Consolidated), with a recovery rating of '1', indicating the
expectation for a very high (90%-100%) recovery in the event of a
payment default.
     
"The secured credit facility is part of the $1.1 billion proposed
refinancing at Abitibi-Consolidated and proceeds from the credit
facility, senior secured notes, and a notes exchange will be used
to retire existing credit facilities and provide the company with
some liquidity," said Standard & Poor's credit analyst Jatinder
Mall.

This refinancing is conditional on all three transactions taking
place.  Based on a discrete asset valuation model (as the credit
facility is only secured by accounts receivable, inventory, and
the Alabama River mill) there are very high recovery prospects for
the senior secured credit facility.  Abitibi-Consolidated is the
subsidiary of AbitibiBowater Inc. (B-/Negative/--) and is engaged
in the production of newsprint, commercial printing paper, and
wood products.
     
S&P placed the ratings on Abitibi-Consolidated on CreditWatch
negative March 10, due to the uncertainty of refinancing given
current credit market conditions.  S&P could lower the ratings on
Abitibi-Consolidated if the company is unable to meet its maturing
debt obligations.

                          Ratings List

                         Rating Assigned

                Abitibi-Consolidated Co. of Canada

    $450 mil. sr. sec. credit facility  B+ (Recovery rating: 1)

                        Ratings Unchanged

                 Abitibi-Consolidated Co. of Canada

    $415 million senior secured notes   B+ (Recovery rating: 1)

                    Abitibi-Consolidated Inc.

           Corporate credit rating    B-/Watch Neg/--
           Senior unsecured debt      B-/Watch Neg


ACA AQUARIUS: Six Note Classes Obtain Moody's Ratings Downgrades
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ACA Aquarius 2006-1, Ltd.:

Class Description: $1,266,000,000 Class A1S Variable Funding
Senior Secured Floating Rate Notes Due 2046

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

Class Description: $255,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $177,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $80,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $17,500,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

Class Description: $74,500,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

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


ACCREDITED HOME: Moody's Chips Two Ratings on Delinquent Loans
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two tranches
issued in a transaction originated by Accredited Home Lenders.  
The collateral backing each tranche consists primarily of first
lien adjustable-rate and fixed-rate subprime mortgage loans.

The deal being reviewed has experienced an increasing proportion
of severely delinquent loans.  Timing of losses coupled with the
passing of stepdown triggers and pending stepdown will cause the
protection available to the subordinated bonds to be diminished.

Complete rating actions are:

Issuer: Accredited 2005-2, Asset-Backed Notes, Series 2005-2

  -- Cl. M-8, downgraded from Baa2 to Ba1
  -- Cl. M-9, downgraded from Baa3 to Ba3


ACE SECURITIES: Moody's Cuts Ratings on 11 Tranches From Two Deals
------------------------------------------------------------------
Moody's Investors Service downgraded 11 tranches from two deals
issued by ACE Securities Corp. Home Equity Loan Trust in 2005.  
The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.  The transactions are backed by
primarily first lien adjustable subprime mortgage loans from
various originators.

The certificates have been downgraded based upon recent and
expected pool losses and the resulting erosion of credit support.   
Moreover, increasing delinquencies along with step-down, or the
possibility thereof, is likely to cause further erosion of credit
enhancement levels.

Complete rating actions are:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
HE3

  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Ba1 from A3
  -- Cl. M-7, Downgraded to B1 from Baa1
  -- Cl. M-8, Downgraded to Caa2 from Baa2
  -- Cl. M-9, Downgraded to Ca from B1
  -- Cl. B-1, Downgraded to Ca from B3
  -- Cl. B-2, Downgraded to C from Caa1

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
HE4

  -- Cl. M-8, Downgraded to Ba1 from Baa2
  -- Cl. M-9, Downgraded to Ba2 from Baa3
  -- Cl. M-10, Downgraded to Ba3 from Ba1
  -- Cl. B-1, Downgraded to B2 from Ba2


ADVANCED MEDICAL: Had $192MM Net Loss for Year Ended Dec. 31, 2007
------------------------------------------------------------------
Advanced Medical Optics Inc. incurred a net loss of $192 million
on $1 billion of net sales for the year ended Dec. 31, 2007,
compared to earnings of $79 million on net sales of $997 million
for the year ended Dec. 31, 2006.

The company's net sales for 2007 rose 9.4% to $1,090.8 million.
The rise reflects the IntraLase and WaveFront Sciences
acquisitions, organic growth in cataract implant and laser vision
corrections sales and a 2.9% increase related to foreign currency,
which were partially offset by recall-related declines in eye care
sales.

The company had a GAAP net loss for 2007 of $192.9 million, or a
net loss of $3.22 per share.  The per share loss was increased by
an estimated $2.26 due to an $87.0 million charge for in-process
R&D, approximately $38.2 million in transaction-related charges, a
$1.3 million deferred financing cost write-off, a $6.1 million
loss on derivative instruments and an estimated $2.8 million tax
effect.

The company reported a fourth-quarter net loss under GAAP of $12.3
million, compared to a net loss of $7.6 million, in 2006's fourth
quarter.  These results included the impacts of the November 2006
and May 2007 recalls.  The fourth-quarter 2007 results also
included the following items, which combined to increase the net
loss per share by $0.17:

   * $10.7 million in pre-tax charges related to integration of
     acquisitions;
   * $3.4 million pre-tax loss on derivative instruments; and
   * estimated tax effects totaling $3.8 million.

The company's fourth-quarter 2007 net sales rose 25% to $304.6
million on organic growth, the acquisitions of IntraLase Corp. and
WaveFront Sciences, Inc., and includes a 5.3% increase related to
foreign currency impacts.  On a pro forma basis, the company's
fourth-quarter sales rose 7.3%.  The pro forma sales growth rate
reflects comparisons that include the IntraLase and WaveFront
Sciences performance as if the acquisitions had occurred in all
periods presented.  Fourth-quarter sales growth was partially
offset by lost sales and returns associated with the company's May
2007 contact lens care solution recall.

Advanced Medical had total assets of $2.7 billion, total
liabilities of $2.1 billion, and a stockholders' equity of $598
million at Dec. 31, 2007, compared to total assets of $2 billion,
total liabilities of $1.2 billion, and a stockholders' equity of
$715 million at Dec. 31, 2006.

                   Plans to Reduce Fixed Costs

The company disclosed plans to reduce its fixed costs in order to
further enhance its global competitiveness, operating leverage and
cash flow.

The plan includes a net workforce reduction of approximately 150
positions, or about 4% of the company's global workforce.  In
addition, AMO plans to consolidate certain operations to improve
its overall facility utilization.  To complete this plan, AMO
expects to incur charges between $25 million and $30 million in
2008 and estimates that the vast majority will be cash.  Upon full
implementation, the company expects these actions to result in
annualized savings of approximately $10 million to $12 million.

In 2008, the company estimates savings related to these actions in
the range of $4 million to $7 million, which are reflected in the
current guidance.  The charges outlined above are in addition to
the $11 million to $13 million in charges the company expects to
take in 2008 to consolidate its equipment manufacturing, which was
announced in December 2007.

"Our fourth-quarter performance represented a strong finish to
2007, in which we advanced our strategy and moved aggressively to
overcome challenges," said Jim Mazzo, chairman and chief executive
officer.  "Our cataract/implant business delivered growth across
all product categories, and we are entering 2008 on track to
launch a range of new technologies to position us for future
growth.  Our eye care business continued to rebound, with fourth-
quarter 2007 sales up 20% on a sequential basis.  In addition,
this business is now launching our first-ever product to relieve
dry eye symptoms.  Demonstrating the competitive power of our dual
excimer and femtosecond laser platform, our laser vision
correction business achieved double-digit sales growth on a pro
forma basis.  With the planned 2008 release of new LASIK
innovations, we intend to continue to expand our leadership
position.

"To ensure we are maximizing the earnings and cash flow power of
the global footprint we have created, we need to be diligent in
our effort to improve efficiency and productivity.  We expect to
accomplish this through staff reductions and infrastructure
changes designed to reduce fixed costs, improve operating leverage
and enhance long-term cash flow.

"We remain confident in the strength of our global businesses,
technologies, new product pipeline and strategy.  However, after
the first six weeks of 2008, we have seen the deteriorating U.S.
economy negatively impact our domestic LASIK procedure volumes.  
We have multiple, unique growth drivers that we believe will
mitigate our exposure to a slowdown in the elective refractive
procedure market, but we feel a more conservative view is prudent
at this time," concludes Mr. Mazzo.

                      About Advanced Medical

Headquartered in Santa Ana, Calif., Advanced Medical Optics
-- http://www.amo-inc.com/-- develops, manufactures and markets
ophthalmic surgical and contact lens care products.  AMO employs
employs approximately 4,200 worldwide.  The company has operations
in 24 countries and markets products in approximately 60
countries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2007,
Moody's Investors Service downgraded Advanced Medical Optics,
Inc.'s Corporate Family Rating and Probability of Default Rating
to B2 from B1.  The rating outlook was revised to stable.  Ratings
hold to date.


ALTIUS IV: Moody's Cuts Ratings on Nine Classes of Notes
--------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Altius IV Funding, Ltd.:

Class Description: $644,850,000 Class A-1F Floating Rate Notes Due
2042

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

Class Description: $644,850,000 Class A-1B Floating Rate Notes Due
2042

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

Class Description: $300,000 Class A-1V Floating Rate Notes Due
2042

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

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

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

Class Description: $55,000,000 Class A-2b Floating Rate Notes Due
2042

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

Class Description: $66,000,000 Class B Floating Rate Notes Due
2042

  -- Prior Rating: Aa2
  -- Current Rating: A2, on review for possible downgrade

Class Description: $19,500,000 Class C Floating Rate Deferrable
Notes Due 2042

  -- Prior Rating: A2
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $12,000,000 Class D Floating Rate Deferrable
Notes Due 2042

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: Up to $2,500,000 Class E Floating Rate
Deferrable Notes Due 2042

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

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


AMERICAN HOME: Asks Court to Approve Deal with D.C. ISB Department
------------------------------------------------------------------
Pursuant to Section 105(a) of the Bankruptcy Code and Rule
9019(a) of the Federal Rules of Bankruptcy Procedure, American
Home Mortgage Investment Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve a
consent order among American Home Mortgage Corp., American Home
Mortgage Acceptance, Inc., American Home Mortgage Servicing, Inc.,
and the Commissioner of the District of Columbia Department of
Insurance, Securities and Banking.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that prior to the Petition
Date, AHM Corp. and AHM Acceptance told the Commissioner that
they had approved nine loans worth $3,000,000 related to
residential real property located in the District of Columbia,
which were scheduled to close between July 30 and August 17,
2007.  Prior to the scheduled closings, however, the Debtors were
not able to originate and fund loans, when their warehouse
lenders began to exercise remedies.  Consequently, the
Commissioner issued a Temporary Order to Cease and Desist, and
required AHM Corp. and AHM Acceptance to, among other things,
cease their mortgage lending and brokering activities in the
District of Columbia area, and to escrow any fees already
collected from consumers with respect to pending mortgage loan
applications.

Until September 30, 2007, AHM Corp. and AHM Acceptance held 26
mortgage lender and broker licenses in the District of Columbia.  
Currently, the Debtors have one pending renewal application.

Following negotiations, the parties agreed to resolve the
Commissioner's claims against the Debtors, which includes
allegations of violating the Mortgage Lender and Broker Act of
1996, without the need for the Debtors to admit or deny, or to
continue litigation with respect to, the allegations.  The
Commissioner has also agreed to grant the Application through the
Consent Order.

The principal terms of the Consent Order are:

   -- AHM Corp., and AHM Acceptance will immediately cease
      engaging in the activities of a mortgage lender or broker
      in the District of Columbia;

   -- AHM Servicing will pursue completion of the Application
      before the Continuation Letters expire, and upon compliance
      with all licensing requirements, the renewal license of AHM
      Servicing will be issued conditioned on compliance with the
      Consent Order;

   -- Within 30 days from the end of each quarter, AHM Servicing
      will provide to the Commissioner:

      * copies of any monthly operating reports that have been
        filed with the Court;

      * a report on any outstanding consumer complaints involving
        AHM Servicing's business in the District of Columbia; and

      * a copy of any correspondence from any federal, state or
        local authority or law enforcement agency documenting the
        revocation or suspension of its license;

   -- The Commissioner will be deemed to have provided a notice
      of appearance in the bankruptcy cases, in compliance with
      Rule 2002 of the Federal Rules of Bankruptcy Procedure, and
      will be entitled to service of all notices and pleadings;
      and

   -- Any reporting requirements placed on AHM Servicing by the
      Consent Order will expire upon the final closing for the
      sale of the Debtors' mortgage loan servicing business.

                       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.

American Home is currently seeking an extension of its exclusive
period to file a plan of reorganization through June 2, 2008; and
its exclusive period to solicit and obtain acceptances for that
plan through July 31, 2008.  (American Home Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Files Omnibus Objection to 80 Claims
---------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
disallow and expunge 80 claims in their entirety pursuant to
Section 502(b) of the Bankruptcy Code, Rules 3003 and 3007 of the
Federal Rules of Bankruptcy Procedure, and Rule 3007-1 of the
Local Rules of Bankruptcy Practice and Procedure of the Court.

The Debtors identified 42 claims that are duplicative of the
previously-filed proofs of claim.  The Debtors believe that the
filing of Duplicate Claims appears to be a function of claimants
filing the same claims with both Epiq Bankruptcy Solutions, LLC,
and either the Debtors or the Clerk of the U.S. Bankruptcy Court
for the District of Delaware.  Among the largest Duplicate Claims  
are:

                         Duplicate   Surviving       Surviving
    Claimant             Claim No.   Claim No.    Claim Amount
    --------             ---------   ---------    ------------
    MBIA Insurance          8270        8271      $221,112,000
    Corporation

    MBIA Insurance          8272        8271       221,112,000
    Corporation

    Barbosa, Miguel A.      8856        8964           255,000

    Gravely-Robinson,       1856        4031           150,000
    Karen

    Indiana Department      1254        3346           127,437
    of Revenue

    Los Angeles County      8783        8832           107,421
    Treasurer & Tax
    Collector

The Debtors also identified 38 claims that have been amended and
superseded by subsequently-filed proofs of claim.  The Amended
Claims, thus, no longer represent valid claims against the
estates, and should be disallowed.  Among the largest Amended
Claims are:

                          Amended    Surviving       Surviving
    Claimant             Claim No.   Claim No.    Claim Amount
    --------             ---------   ---------    ------------
    Impac Funding           3987        7814       $63,000,000
    Corporation

    Richard Russell,        1737        9848        29,001,161
    Department of the
    Treasury

    Shearer, Lyle E.         140        7215           230,025

    Radin, John C.           145        1601            82,200

    Kentwood Office          157         588            58,917
    Furniture LLC

    State of Washington     1849        2876            56,804
    Dept. of Revenue

                       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.

American Home is currently seeking an extension of its exclusive
period to file a plan of reorganization through June 2, 2008; and
its exclusive period to solicit and obtain acceptances for that
plan through July 31, 2008.  (American Home Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Court Extends Removal Period to June 2
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted the
request of American Home Mortgage Investment Corp. and its debtor-
affiliates to extend to June 2, 2008, the deadline to file notices
of removal of all civil actions pending as of their bankruptcy
filing.

The Court, however, noted that the order is without prejudice to
(i) any position the Debtors may take regarding whether Section
362 of the Bankruptcy Code applies to stay any litigation pending
against them, or (ii) the Debtors' right to seek further
extensions.

The Debtors asked the Court to extend their deadline to remove
pending prepetition actions to June 2, 2008, pursuant to Section
1452 of the Judiciary and Judicial Procedures Code, and Rules
9006 and 9027 of the Federal Rules of Bankruptcy Procedure.

The Debtors asked the Court to approve the extension without
prejudice to:

   -- any position they may take regarding whether Section 362 of
      the Bankruptcy Code applies to stay any given civil action
      pending against them; and

   -- their right to seek further extensions.

Since the Petition Date, the Debtors have focused primarily on
maximizing their bankruptcy estates' value through the orderly
liquidation of assets, James L. Patton, Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, relates.  
To that end, the Debtors have solicited, negotiated and sought
approval for several sales of various assets, including the
Debtors' mortgage loan servicing business.

Since the Court granted an initial extension to March 4, the
Debtors, among other things:

   -- completed the initial closing of the sale of their loan
      servicing business;

   -- gained approval of a marketing and negotiation process to
      auction and sell certain loans and miscellaneous assets;

   -- negotiated the terms of the transfer of servicing under
      certain home equity lines of credits;

   -- gained authority to compromise certain construction loans;
      and

   -- received approval of a process for dealing with the return
      of loan files.

As a result, the Debtors have not had an opportunity to fully
investigate all of the State Court Actions to determine whether
removal is appropriate, Mr. Patton tells the Court.  Accordingly,
the Debtors seek an extension of the March 4 deadline to protect
their right to remove any of the State Court Actions.

The Debtors submit that granting them an extension will assure
that their decisions are fully informed and consistent with the
best interests of the estates.  Mr. Patton avers that parties to
the State Court Actions will not be prejudiced by the Debtors'
request.

                       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.

American Home is currently seeking an extension of its exclusive
period to file a plan of reorganization through June 2, 2008; and
its exclusive period to solicit and obtain acceptances for that
plan through July 31, 2008.  (American Home Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Can Hire CB Richard Ellis as Real Estate Broker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed
American Home Mortgage Investment Corp. and its debtor-affiliates
to employ CB Richard Ellis as real estate broker, nunc pro tunc to
February 22, 2008, in connection with their efforts to sell
certain real property located at 950 North Elmhurst Road, in Mount
Prospect, Illinois 60056.

Judge Christopher S. Sontchi, however, ruled that CBRE will not
also represent a prospective purchaser seeking to acquire any
interest in the Property.  The Court directed CBRE to file interim
and final fee applications according to applicable laws, provided
that CBRE submit time records in half-hour increments.

As reported by the Troubled Company Reporter on Jan. 31, 2008, in
accordance with the terms of the Engagement Agreement, the
Debtors also sought approval of CBRE's fee structure pursuant to
Section 328(a) of the Bankruptcy Code.  The Debtors related that
the fee structure is fair and reasonable in light of industry
practice and CBRE's extensive experience.

Among the key terms of the Engagement Agreement are:

   -- The Debtors will grant CBRE the exclusive right to sell
      or dispose of the Broadhollow Property for a period
      commencing Jan. 10, 2008 and ending midnight of July 31,
      2008, which term may be terminated by either party with
      or without cause upon 30 days written notice;

   -- CBRE agrees to use reasonable efforts to effect a sale or
      transfer of the Broadhollow Property, which will be
      marketed without a formal asking price;

   -- The Debtors agree to pay CBRE, together with any co-
      broker, an aggregate sales commission equal to 1.5% of
      the gross sales price up to $35 million, and 5% of the
      gross sales price that exceeds $35 million, which will
      include any existing mortgage that is assumed.  The
      Commission will be earned and payable at the time of the
      closing for services rendered if, during the Term:

      * the Broadhollow Property is sold to a purchaser
        procured by CBRE, the Debtors or anyone else; and

      * the Debtors contribute or convey the Broadhollow
        Property to a business entity or pursuant to a stock
        sale; and

   -- The Debtors agree to reimburse CBRE for all its
      reasonable out-of-pocket expenses up to a maximum of
      $7,500.

                       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.

American Home is currently seeking an extension of its exclusive
period to file a plan of reorganization through June 2, 2008; and
its exclusive period to solicit and obtain acceptances for that
plan through July 31, 2008.  (American Home Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN LAFRANCE: Court Approves Disclosure Statement
------------------------------------------------------
Judge Brendan Lineha Shannon has approved American LaFrance, LLC's
Disclosure Statement to accompany the Debtor's Plan of
Reorganization.  In addition, the Official Committee of Unsecured
Creditors has committed to withdraw its opposition to the Plan and
support a modified version the Debtor's Plan, anticipated to be
filed by the end of this week. The court has set April 18, 2008 as
the voting deadline and April 29, 2008 for confirmation of the
Plan.

William K. Snyder, the CRO of the Company, stated: "With the
support from the Committee, the Company is looking to quickly exit
bankruptcy and ramp up production to meet customer needs; this
development takes the focus off the bankruptcy for customers,
suppliers and employees and allows the management team to on
manufacture and deliver trucks to its municipal constituents
around this country."

The Plan contemplates satisfaction in full of all senior secured
debt, administrative claims, and priority claims. To address the
$85 million of contingent and non-contingent general unsecured
debt, the Plan provides for the assumption by the reorganized
company of approximately $28 million of such claims and
establishment of a fund of assets to pay the remaining claims.

The remaining claims will be paid from a fund including $6.1
million of cash and proceeds from the sale of two buildings to pay
a total dividend of 22.5% of respective claims. The reorganized
Company is also funding litigation against certain parties related
to the complications that resulted from operational issues that
led, in large part, to the ALF bankruptcy. Unsecured creditors
with balances $2,500 or below (or those willing to reduce the
claim to $2,500) will be paid in full without interest.

Patriarch Chief Executive Officer Lynn Tilton added: "We are
pleased to take a step forward towards ensuring the long term
future of this 175 year old company. American La France embodies a
great American heritage and it has long built the highest quality
fire trucks and emergency vehicles, which contribute to saving
lives in this country every single day."

As reported by the Troubled Company Reporter on March 26, 2008,
American LaFrance delivered to the U.S. Bankruptcy Court for the
District of Delaware a Second Amended Plan of Reorganization and
Disclosure Statement on March 24, 2008.

A full-text copy of the Second Amended Plan is available for free
at http://bankrupt.com/misc/ALF_2nd_Revised_Plan.pdf

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

     http://bankrupt.com/misc/ALF_2nd_Revised_DS.pdf    

The Second Amended Plan contemplates this schedule with respect
to voting deadline and Plan confirmation:

   Deadline for Submission of Ballots             April 18, 2008
   Deadline for Objections to Plan Confirmation   April 18, 2008
   Pre-Trial Confirmation Hearing                 April 21, 2008
   Plan Confirmation Hearing                      April 28, 2008

                 About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest         
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  The company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. The Debtor filed its plan of reorganization on
Feb. 3.

(American LaFrance Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


AMERICAN LAFRANCE: Committee Allowed to Hire FTI as Advisor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
permission to the Official Committee of Unsecured Creditors of
American LaFrance LLC to retain FTI Consulting, Inc., as the
Committee's financial advisors, nunc pro tunc to February 4, 2008.

Stefan H. Kurschner, the Committee chairperson, says FTI's
services are necessary to enable the Committee to assess and
monitor the efforts of the Debtor and its professional advisors to
maximize the value of its estate and to reorganize successfully.

As financial advisors, FTI will assist the Committee in:

   1. reviewing financial related disclosures as required by the
      Court, including the schedules of assets and liabilities,
      the statement of financial affairs and monthly operating
      reports;

   2. analyzing information in the Debtor's DIP Financing,
      including preparing for hearings regarding the use of cash
      collateral and DIP Financing;

   3. reviewing the Debtor's short-term management procedures;

   4. advising with respect to the Debtor's identification of
      core business assets and the disposition of assets or
      liquidation of unprofitable operations;

   5. reviewing the Debtor's cost/benefit analyses with respect
      to the affirmation or rejection of various executory
      contracts and leases;

   6. identifying areas of potential cost savings, including
      overhead and operating expense reductions and efficiency
      improvements;

   7. reviewing financial information distributed by the Debtor
      to creditors, including cash flow projections and budgets,
      cash receipts and disbursement analysis, analysis of
      various asset and liability accounts, and analysis of
      proposed transactions for which Court approval is sought;

   8. attending meetings and discussions with the Debtor and
      potential investors, banks, other secured lenders, the U.S.   
     Trustee and other parties in interest;

   9. reviewing and preparing information and analysis necessary
      for the confirmation of a plan in the Debtor's Chapter 11
      case; and

  10. evaluating and analyzing avoidance actions, including
      fraudulent conveyances and preferential transfers;

  11. other general business consulting as the Committee may deem
      necessary.
  
FTI will be paid for its services a monthly allowance of $75,000
for the first month and $50,000 per month thereafter.  The firm
will also be reimbursed of actual and necessary expenses it
incurred or will incur.

Samuel Star, senior managing director of FTI, asserts that his
firm does not represent any other entity having an adverse
interest in connection with the Debtor's case and therefore, is
eligible to represent the Committee.  Mr. Star assures the Court
that his firm is a "disinterested person" as the term is used in
Section 101(14) of the Bankruptcy Code.

                    About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest        
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  The company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. The Debtor filed its plan of reorganization on
Feb. 3.

(American LaFrance Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).


AMERICAN LAFRANCE: Committee May Hire Pepper Hamilton as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted a
request by the Official Committee of Unsecured Creditors of
American LaFrance LLC to retain Pepper Hamilton, LLP, as its
counsel in American LaFrance's Chapter 11 case, nunc pro
tunc to February 4, 2008.

Committee Chairman Stefan H. Kurschner related that the Committee
has selected Pepper Hamilton because of the firm's considerable
experience in the bankruptcy and commercial law areas.

David B. Stratton and David M. Fournier, partners at Pepper
Hamilton, and Linda Casey and James C. Carignan, associates of
Pepper Hamilton, are presently expected to do the primary work
for the firm in the Debtor's case.

As the Committee's counsel, Pepper Hamilton will:

   (1) represent the Committee;

   (2) advise the Committee on its rights, duties and powers in
       the Debtor's case;

   (3) assist and advise the Committee on consultations with the
       Debtor and all parties in interest;

   (4) assist the Committee in analyzing the claims of creditors
       and the Debtor's capital structure and negotiations with
       the holders of claims and equity interests;

   (5) assist the Committee's investigation of the acts, conduct,
       assets, liabilities and financial condition of the Debtor
       and other parties involved with the Debtor, and of the
       operation of the Debtor's businesses;

   (6) assist the Committee in analyzing intercompany
       transactions;

   (7) assist the Committee in the analysis of, and negotiations
       with, the Debtor and any other third party concerning the
       assumption or rejection of certain leases of non-
       residential real property and executory contracts, asset
       dispositions, financing of other transactions and the
       terms of the reorganization plan of the Debtor;

   (8) assist and advise the Committee as to its communications
       to the general creditor body regarding significant matters
       in the Debtor's case;

   (9) represent the Committee at all hearings and other
       proceedings;

  (10) review, analyze and advise the Committee with respect to
       all applications, orders, statements of operations and
       schedules filed with the Court;

  (11) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives; and

  (12) perform other services as may be required and are deemed
       to be in the interests of the Committee in accordance with
       the Committee's powers and duties as set forth in the
       Bankruptcy Code.

Pepper Hamilton has agreed to cap its fees in the Debtor's case
to the extent the total of the firm's fees, divided by the total
amount of hours spent on the engagement, exceeds $435 per hour.

The current hourly rates charged by Pepper Hamilton for its
professionals are:

       Professional                          Hourly Rate      
       ------------                          -----------
       Partners, Special Counsel, Counsel    $450 to $695
       Associates                            $250 to $400
       Paraprofessionals                     $175 to $205

David B. Stratton, Esq., a partner at Pepper Hamilton, assures the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
hold any adverse interest to all parties involved.

                 About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest        
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  The company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. The Debtor filed its plan of reorganization on
Feb. 3.

(American LaFrance Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).


AMERICAN IRONHORSE: Consents to Chapter 11 Bankruptcy Filing
------------------------------------------------------------
American IronHorse Motorcycle Company, Inc., consented on
March 25, 2008, to the move by a group of creditors to place the
company under chapter 11 bankruptcy protection.

As reported by the Troubled Company Reporter on March 5, 2008,
three creditors filed in late February 2008, an involuntary
petition against the company before the United States Bankruptcy
Court for the Northern District of Texas, Ft. Worth Division.

On Tuesday, the Bankruptcy Court entered an order for relief under
Chapter 11 of the U.S. Bankruptcy Code.

The petitioners are owed $120,000 by the company:

Petitioners                 Nature of Claim      Claim Amount
-----------                 ---------------      ------------
AG Nichlos, Jr.             Promissory Note       $60,000
3621 Turtle Creek #4E
Dallas, TX 75219

William E. Buford           Promissory Note        30,000
William Buford
5370 W. Lovers Lane, #396   
Dallas, TX 75209

Jim Graham                  Promissory Note        30,000
Jim Graham
Two Lincoln Center, #300
Dallas, TX 75240

The petitioner's counsel is Troy D. Philips, Esq., at Glast,
Phillips & Murray, PC, in Dallas, Texas.

American IronHorse designs, manufactures, and markets custom v-
twin motorcycles.  The company first began selling motorcycles in
1996, and currently offers both cruiser models and chopper models.  
AIH has historically priced its motorcycles at a significant
premium to Harley Davidson, due to the scope of customization and
the high level of performance of its motorcycles.

AIH markets its motorcycles through a national network of more
than 100 dealers and is actively pursuing international sales in
Canada and the United Kingdom.

AIH said in court papers that due to several factors affecting the
sale of luxury goods, including increases in interest rates,
tightening of retail credit standards, and increased energy
prices, the company endured a year in 2006 that produced a
reduction in sales to dealers and to consumers.  The result of
these factors, and the motorcycle industry's delayed reaction to
the market changes, resulted in an over-supply of inventory on the
company's dealer floors.

AIH experienced a drop in sales to dealers from $96 million in
2005 to $53 million in 2006.  That decline continued in 2007, with
sales to dealers totaling approximately $25 million as the company
discontinued production in late 2007 due to continuing erosion of
market conditions.

In 2007 and early 2008, AIH made an effort to expand down market,
repositioning its product line to appeal to a broader customer
base by introducing a lower priced series of motorcycles.  Despite
the efforts, the company's financial performance continued to
decline.

In late 2007, the company retained White Oak Group, an investment
banking firm, to assist the company in obtaining additional
investment capital or locating a buyer for the company or its
assets.

Bryan Harley reports on Motorcyle USA.com relates that since the
initial filing of the involuntary petition, four other creditors
have filed suit, including R.C. Components, against the company.  
Two of the other companies seeking compensation are local and
state agencies attempting to recover almost $238,000 in property
taxes.  The amount in damages sought is now approximately $2
million, the report said.

According to the report, American Ironhorse CEO and President Buck
Hendrickson hinted at a conference call with dealers that
investors comprised of current American Ironhorse management have
plans to acquire the company.


ANTS SOFTWARE: Burr Pilger Expresses Going Concern Doubt
--------------------------------------------------------
Burr, Pilger & Mayer LLP raised substantial doubt about the
ability of ANTs Software, Inc., to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.  The auditing firm pointed to the company's
recurring losses from operations, stockholders' deficit, and cash
flows used in operating activities.

Management states "that a failure to obtain financing could
prevent us from executing our business plan or operate as a going
concern."

The company posted a net loss of $16,313,223 on total sales of
$359,706 for the year ended Dec. 31, 2007, as compared with a net
loss of $15,125,903 on total sales of $287,832 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $5,939,803 in
total assets and $10,984,683 in total liabilities, resulting in
$5,044,880 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?296f

                        About ANTs Software

ANTs Software, Inc., (OTC BB: ANTS.OB) -- http://www.ants.com --   
develops and markets relational database management system in the
United States.  It develops, markets, and supports the ANTs Data
Server database and the ANTs Compatibility Server, a middleware
technology that allows customers to migrate applications between
major database systems.  ANTs software has also been granted
patents related to high-performance and non-locking database
technology.  The company was incorporated in 1979.  It was
formerly known as CHoPP Computer Corporation and changed its name
to ANTs software.com in 1999.  Further, it changed its name to
ANTs software, inc. in 2000.  The company is headquartered in
Burlingame, Calif.


APRIA HEALTHCARE: Moody's Withdraws Ratings on Business Reasons
---------------------------------------------------------------
These ratings of Apria Healthcare Group Incorporated have been
withdrawn:

  -- The Ba2 Corporate Family rating;

  -- The Ba2 Probability of Default Rating;

  -- The B1 (LGD5, 88) rating on $265 million senior notes due
     2017, which was assigned on Nov. 6, 2007.

The notes had been proposed in conjunction with the acquisition of
Coram Inc. which took place in December 2007 but have not been
issued to date.  Apria's outstanding debt issues have no Moody's
ratings.

Moody's has withdrawn these ratings for business reasons.  Moody's
added that the ratings were withdrawn because this issuer has no
rated debt outstanding.


ASAT HOLDINGS: Nasdaq Terminates Trading Securities on March 27
---------------------------------------------------------------
The Nasdaq Hearings Panel determined to delist ASAT Holdings
Limited's securities from The Nasdaq Stock Market, and suspended
trading in the company's shares on March 27, 2008.

The company received notice from the staff of the Nasdaq Stock
Market regarding the Nasdaq Hearing Panel's determination on the
company's non-compliance with Nasdaq continuing listing
requirements, including maintaining the market value of its listed
securities above $35 million, its stockholders equity above
$2.5 million, and its net income of at least $500,000 from
continuing operations for the most recently completed fiscal year
or two of the last three most recently completed fiscal years.
    
After delisting from the Nasdaq Stock Market, the company expects
that its American Depositary Shares will be traded on the OTC
Bulletin Board.

Headquartered in Pleasanton, California, ASAT Holdings Limited
(Nasdaq: ASTT) -- http://www.asat.com/-- is a provider of
semiconductor package design, assembly and test services.  With
18 years of experience, the company offers a definitive selection
of semiconductor packages and world-class manufacturing lines.
ASAT's advanced package portfolio includes standard and high
thermal performance ball grid arrays, leadless plastic chip
carriers, thin array plastic packages, system-in-package and flip
chip.  ASAT was the first company to develop moisture sensitive
level one capability on standard leaded products.  The company has
operations in the United States, Hong Kong, China and Germany.

                          *     *     *

Standard & Poor's placed ASAT Holdings Limited's long-term foreign
and local issuer credit ratings at 'CCC-' in September 2007.  The
outlook is negative.


ATARI INC: Non-Compliance with Nasdaq Rules Cues Stocks Delisting
-----------------------------------------------------------------
Atari Inc. received a Staff Determination Letter from the Nasdaq
Listing Qualifications Department stating that Atari Inc. has not
gained compliance with the requirements of Nasdaq Marketplace Rule
4450(b)(3), and that its securities are therefore subject to
delisting from The Nasdaq Global Market.

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

The value of Atari Inc.'s publicly held shares did not reach that
level within the required period.  Atari Inc. intends to request a
hearing before a Nasdaq Listing Qualifications Panel in order to
appeal the Nasdaq Staff's determination in light of, among other
things, the pending proposal by Infogrames Entertainment SA to
acquire all of the outstanding shares of common stock not held by
IESA.

The hearing request will stay the delisting and, as a result,
Atari Inc.'s securities will remain listed on The Nasdaq Global
Market until the Panel issues its decision after the hearing.

There can be no assurance that the Panel will grant Atari Inc.'s
request for continued listing on The Nasdaq Global Market.

                         About Atari Inc.

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

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

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $34.9 million in total current
assets available to pay $45.2 million in total current
liabilities.

                       Going Concern Doubt

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

As of Dec. 31, 2007, and through Feb. 12, 2008, Atari Inc. was in
violation of its financial covenants.  BlueBay High Yield
Investments (Luxembourg) S.A.R.L., Atari Inc.'s lender and a
majority shareholder of Infogrames Entertainment S.A., has not
waived this violation and has entered into a forbearance agreement
with Atari Inc. which states that BlueBay will not exercise its
rights on its facility until the earlier of (i) March 3, 2008,
(ii) additional covenant defaults except for the ones existing as
of Feb. 12, 2008, or (iii) if any action transpires which is
viewed to be adverse to the position of the lender.


AVANTI FUNDING: Eroding Credit Quality Cues Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
AVANTI Funding 2006-1, Ltd.:

Class Description: $279,000,000 Class A-1 Floating Rate Senior
Secured Notes due 2046

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

Class Description: $38,000,000 Class A-2 Floating Rate Senior
Secured Notes due 2046

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

Class Description: $32,000,000 Class A-3 Floating Rate Senior
Secured Notes due 2046

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

Class Description: $18,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes due 2046

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

Class Description: $14,500,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes due 2046

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

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


BARRAMUNDI CDO: Moody's Downgrades Ratings on Six Classes of Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Barramundi CDO I Ltd.:

Class Description: Up to $540,400,000 Class A-1 Senior Secured
Floating Rate Notes Due December 2051

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

Class Description: $56,000,000 Class A-2 Senior Secured Floating
Rate Notes Due December 2051

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

Class Description: $76,000,000 Class B Senior Secured Floating
Rate Notes Due December 2051

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

Class Description: $48,000,000 Class C Secured Deferrable Interest
Floating Rate Notes Due December 2051

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

Class Description: $38,400,000 Class D Secured Deferrable Interest
Floating Rate Notes Due December 2051

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

Additionally, Moody's downgraded these notes:

Class Description: $19,200,000 Class E Secured Deferrable Interest
Floating Rate Notes Due December 2051

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

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


BEAR STEARNS: Wants Court to Bar Ex-Employees from Taking Clients
-----------------------------------------------------------------
Bear Stearns Companies Inc. seeks authority from the New York
State Supreme Court for a preliminary injunction forbidding five
former employees to take existing clients to their new employers,
UBS AG and Morgan Stanley, Reuters reports.  

Amid investor dissatisfaction and lawsuit threats, Bear Stearns,
Reuters says, is anxious that Peter Budd may entice clients to
transfer to UBS and that Edward Moldaver, William Nash, Grant
Devaul and Alexander Sugar may encourage clients to move its
investments to Morgan Stanley.

Bear Stearns argues that the former employees are breaching
indenture understanding, Reuters relates citing court filings.  
The move also comes as Bear Stearns arranges an arbitration claim
for the Financial Industry Regulatory Authority.

As reported in the Troubled Company Reporter on March 26, 2008,
Investors Wayne County Employees' Retirement System of Michigan
and the Police and Fire Retirement System of the City of Detroit
have asked the Delaware Chancery Court in Wilmington to issue a
restraining order to prevent the purchase of 95 million new Bear
Stearn Cos. Inc. shares by JPMorgan Chase & Co., which will close
on April 8, 2008.

Recently, JPMorgan and Bear Stearns disclosed an amended merger
agreement regarding JPMorgan Chase's acquisition of Bear Stearns,
increasing its bid from $2.32 per share to $10 per share, and the
95 million new stock issuance.

The Wayne County fund complained that the Bear Stearn directors
shouldn't have agreed to an unsubstantial deal with JPMorgan,
instead, should have mulled over the sale of the company to the
highest bidder.  Joseph Lewis, Bear Stearn Companies Inc.'s major
shareholder, plans to evaluate the proposed acquisition of the
investment banker by J.P. Morgan Chase & Co. for $2.32 a share, or
$339 million.

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries.  Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BEAR STEARNS: Moody's Cuts Ratings on 63 Tranches From 17 Deals
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of sixty three
tranches issued in seventeen transactions securitized by Bear
Stearns.  The collateral backing each tranche consists primarily
of first lien adjustable-rate and fixed-rate subprime mortgage
loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans.  The timing of losses coupled with
the passing of stepdown triggers for most of the transactions has
caused the protection available to the subordinated bonds to be
diminished.  One tranche from Bear Stearns Asset Backed Securities
I Trust 2005-HE6 was placed on review for possible further
downgrade.  The final outcome will depend on whether this
transaction passes triggers and steps down, in which case the
tranche is likely to be paid off; if the deal does not step down,
this tranche is likely to suffer losses.

Complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities Trust 2004-HE1

  -- Cl. M-6, downgraded from Baa3 to B1

Issuer: Bear Stearns Asset Backed Securities Trust 2004-HE2

  -- Cl. M-6, downgraded from Baa3 to B1

Issuer: Bear Stearns Asset Backed Securities Trust 2004-HE3

  -- Cl. M-6, downgraded from Baa3 to B1
  -- Cl. M-7, downgraded from Ba2 to Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-HE4

  -- Cl. M-1, downgraded from Aa2 to Aa3
  -- Cl. M-2, downgraded from A2 to Baa2
  -- Cl. M-3, downgraded from A3 to Ba1
  -- Cl. M-4, downgraded from Baa1 to Ba3
  -- Cl. M-5, downgraded from Baa2 to B2
  -- Cl. M-6, downgraded from Baa3 to Caa1

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-HE5

  -- Cl. M-7, downgraded from Ba2 to B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-HE6

  -- Cl. M-6, downgraded from Baa3 to Ba2
  -- Cl. M-7B, downgraded from Ba2 to Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-HE7

  -- Cl. M-6, downgraded from Baa3 to Ba2
  -- Cl. M-7B, downgraded from Ba2 to B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-HE8

  -- Cl. M-3, downgraded from A3 to Baa2
  -- Cl. M-4, downgraded from Baa1 to Baa3
  -- Cl. M-5, downgraded from Baa2 to Ba2
  -- Cl. M-6, downgraded from Baa3 to B1
  -- Cl. M-7B, downgraded from Ba2 to Caa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-HE9

  -- Cl. M-5, downgraded from Baa2 to Ba1
  -- Cl. M-6, downgraded from Baa3 to Ba3
  -- Cl. M-7B, downgraded from Ba2 to Caa1

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-HE10

  -- Cl. M-6; downgraded from Baa3 to Ba1
  -- Cl. M-7, downgraded from Ba2 to B2

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-HE11

  -- Cl. M-5; downgraded from Baa2 to Ba1
  -- Cl. M-6; downgraded from Baa3 to B1
  -- Cl. M-7; downgraded from Ba2 to Caa1

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE1

  -- Cl. M-5, downgraded from Baa2 to Ba1
  -- Cl. M-6, downgraded from Baa3 to Ba3
  -- Cl. M-7, downgraded from Ba2 to B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE2

  -- Cl. M-2, downgraded from A2 to Baa1
  -- Cl. M-3, downgraded from A3 to Baa2
  -- Cl. M-4, downgraded from Baa1 to Ba1
  -- Cl. M-5, downgraded from Baa2 to Ba3
  -- Cl. M-6, downgraded from Baa3 to B1
  -- Cl. M-7, downgraded from Ba1 to B3
  -- Cl. M-8, downgraded from Ba2 to Caa1

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE3

  -- Cl. M-2, downgraded from A2 to Baa1
  -- Cl. M-3, downgraded from A3 to Baa3
  -- Cl. M-4, downgraded from Baa1 to Ba2
  -- Cl. M-5, downgraded from Baa2 to B1
  -- Cl. M-6, downgraded from Baa3 to B2
  -- Cl. M-7, downgraded from Ba1 to Caa1
  -- Cl. M-8, downgraded from Ba2 to Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE4

  -- Cl. M-2, downgraded from A2 to Baa2
  -- Cl. M-3, downgraded from A3 to Baa3
  -- Cl. M-4, downgraded from Baa1 to Ba2
  -- Cl. M-5, downgraded from Baa2 to B1
  -- Cl. M-6, downgraded from Baa3 to B3
  -- Cl. M-7, downgraded from Ba1 to Caa1
  -- Cl. M-8, downgraded from Ba2 to Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE5

  -- Cl. M-4, downgraded from Baa1 to Baa2
  -- Cl. M-5, downgraded from Baa2 to Ba1
  -- Cl. M-6, downgraded from Baa3 to Ba3
  -- Cl. M-7, downgraded from Ba1 to Caa1
  -- Cl. M-8, downgraded from Ba2 to Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE6

  -- Cl. M-4, downgraded from Baa1 to Baa3

  -- Cl. M-5, downgraded from Baa2 to Ba2

  -- Cl. M-6, downgraded from Baa3 to B3

  -- Cl. M-7, downgraded from Ba1 to Caa1

  -- Cl. M-8A, downgraded from Ba2 to B2, Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8B, downgraded from Ba2 to Caa2


BEAZER HOMES: Moody's Downgrades Ratings to 'B2' From 'B1'
----------------------------------------------------------
Moody's Investors Service lowered the ratings of Beazer Homes USA,
Inc., including its corporate family rating to B2 from B1 and
senior unsecured notes rating to B2 from B1.  The ratings remain
on review for possible further downgrade, continuing the review
process that was initiated on Aug.  13, 2007.

The downgrades and continuing review were prompted by these
factors:

i) Further deterioration in the already weak outlook for the
homebuilding industry due to substantially tighter lending
standards, diminished consumer confidence, rising repossessions,
and falling home prices.  Moody's does not expect to see
homebuilders begin generating meaningful improvement in very many
of their credit metrics before 2010 at the earliest;

ii) Lingering uncertainty over the extent of the company's
ultimate exposure to the ongoing investigations of its mortgage
origination business by the US Attorney's Office in the Western
District of North Carolina and by the SEC.

iii) The unquantifiable potential charges for the myriad lawsuits
that have been filed against the company pertaining to securities
class actions, ERISA claims, and derivative shareholder actions.

iv) Ambiguity regarding the company's actual financial position,
as partially mitigated by disclosures regarding its liquidity,
including Beazer's excess cash position, zero revolver usage
(except for letters of credit), positive cash flow generation in
part driven by inventory liquidation, and absence of any near-term
debt maturities.  If insufficient disclosure about the company's
financial position persists past the current deadline for filing
its financial statements of May 15, 2008, Moody's may consider
either lowering the rating further or withdrawing the ratings
entirely.

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. is one
of the country's ten largest single-family homebuilders with
operations in 21 states.  Revenues and net income for the trailing
twelve month period ended March 31, 2007, the last date on which
the company filed financial statements, were $4.6 billion and
$92 million.


BELDEN INC: Mulls Closure of Manchester Plant by September 2008
---------------------------------------------------------------
Belden Inc. said it plans to further restructure its North
American manufacturing operations and to reduce its worldwide
production overhead and expenses.

The company will cease production activities at its plant located
in Manchester, Connecticut by September 2008.  The facility
manufactures copper cable products primarily for data networking.
Other company facilities will assume the production activities of
the plant.  The Manchester plant is part of the company's
Specialty Division.

The number of associates affected by these actions is about 132.  
Associates will be eligible for severance benefits, and the
company will make every effort to help associates transition into
other employment opportunities.

"We regret the impact of these actions on the affected
associates," said John Stroup, President and Chief Executive
Officer of Belden.  "It is a difficult, but necessary step in the
implementation of our regional manufacturing strategy.  The
expected cost savings associated with this action are further
benefit of this strategy and take advantage of our lower cost
capacity at the recently completed Nogales, Mexico facility."

Belden expects to incur severance charges of about $1 million to
$2 million pretax during the shut-down period and non-cash asset
impairment charges and accelerated depreciation expense of
$8 million to $11 million pretax mostly in the first quarter of
2008.  The after-tax impact will be between $0.11 and $0.16 per
diluted share.  The company estimates that the cost savings
associated with these actions will be approximately $5 million
annually, beginning in 2009.

                         About Belden Inc.

Headquartered in St. Louis, Missouri, Belden Inc. (NYSE:BDC) --
http://www.belden.com/-- fka Belden CDT Inc., designs,   
manufactures, and markets signal transmission solutions for data
networking and specialty electronics markets including
entertainment, industrial, security and aerospace applications.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Moody's Investors Service upgraded Belden Inc.'s corporate family
ratings to Ba1 from Ba2.  The rating outlook is stable.


BFC AJAX: Moody's Cuts Five Note Ratings on Poor Credit Quality
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
BFC Ajax CDO Ltd.:

Class Description: $15,000,000 Class B Floating Rate Notes Due
2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $10,000,000 Class X Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $20,000,000 Class C Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $40,000,000 Class D Deferrable Floating Rate
Notes Due 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $40,000,000 Class E Deferrable Floating Rate
Notes Due 2046

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

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


BFWEST LLC: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------
Debtor: BFWest, LLC
        1401 East Broward Boulevard, Suite 103
        Fort Lauderdale, FL 33301
        Tel: (954) 462-6944

Bankruptcy Case No.: 08-13528

Type of Business: The Debtor is part of BuilderFinancial Corp., a
                  privately-held specialty finance company that
                  facilitates the financing of residential real
                  estate transactions by providing mezzanine
                  financing to builders.  It holds a portfolio of
                  acquisition, development and construction loans.  
                  See http://www.builderfinancial.com/

Chapter 11 Petition Date: March 26, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Eyal Berger, Esq.
                     (eberger@kpkb.com)
                  Michael D. Seese, Esq.
                     (mseese@kpkb.com)
                  Kluger, Peretz, Kaplan & Berlin, PL
                  201 South Biscayne Boulevard, 17th Floor
                  Miami, FL 33131
                  Tel: (305) 379-9000
                  Fax: (305) 351-3801
                  http://www.kpkb.com/

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
BFSPE, LLC                     outstanding debt      $58,123,045
1401 East Broward Boulevard,
Suite 103
Fort Lauderdale, FL 33301

Builder Funding, LLC           outstanding debt      $32,496,116
1401 East Broward Boulevard,
Suite 103
Fort Lauderdale, FL 33301

WestLB AG, New York Branch     loan                  $114,857,413
1211 Avenue of the Americas
New York, NY 10036


BLUE EDGE: Moody's Downgrades Ratings on 11 Classes of 2050 Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Blue Edge ABS CDO Ltd.:

Class Description: Up to $1,076,250,000 Class A-1 Floating Rate
Notes Due 2050

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

Class Description: $50,000,000 Class A-2 Floating Rate Notes Due
2050

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

Class Description: $61,875,000 Class A-3 Floating Rate Notes Due
2050

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

Class Description: $8,322,222 Class B-1 Floating Rate Notes Due
2050

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

Class Description: $4,177,778 Class B-2 Fixed Rate Notes Due 2050

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

Class Description: $33,750,000 Class C Deferrable Interest
Floating Rate Notes Due 2050

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $3,900,000 Class D-1 Deferrable Interest
Floating Rate Notes Due 2050

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $2,350,000 Class D-2 Deferrable Interest Fixed
Rate Notes Due 2050

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $3,125,000 Class E Deferrable Interest Floating
Rate Notes Due 2050

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $30,000,000 Class I Combination Notes Due 2050

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $6,527,778 Class II Combination Notes Due 2050

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

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


BVGG LLC: Involuntary Chapter 11 Case Summary
---------------------------------------------
Alleged Debtor: BVGG, LLC
                dba Peppertree Golf Club
                1119 Watts Drive
                Bakersfield, CA 93304

Case Number: 08-11609

Type of Business: The Debtor owns and manages a golf course.

Involuntary Petition Date: March 26, 2008

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Petitioner's Counsel:
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Tim Denari, Esq.               management fees      $15,000
10707 Ascot Crossing Street
Bakersfield, CA 93311
Tel: (661) 203-9900


C-BASS CBO XVI: Moody's Cuts Ratings on Four Classes of 2041 Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by C-
BASS CBO XVI Ltd.:

Class Description: $314,800,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2041

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

Class Description: $22,500,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2041

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

Class Description: $26,500,000 Class C Third Priority Secured
Floating Rate Deferrable Interest Notes Due 2041

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

Additionally, Moody's downgraded these notes:

Class Description: $9,500,000 Class D Fourth Priority Secured
Floating Rate Deferrable Interest Notes Due 2041

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

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


C-BASS CBO XIX: Moody's Reviews Ratings on Poor Credit Quality
--------------------------------------------------------------
Moody's Investors Service placed the ratings on these notes on
review for possible downgrade issued by C-Bass CBO XIX Ltd.:

Class Description: $292,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due October 2047

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

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

Class Description: $100,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due October 2047

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

Class Description: $42,000,000 B Third Priority Senior Secured
Floating Rate Notes Due October 2047

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

Class Description: $23,000,000 Class C Fourth Priority Secured
Floating Rate Deferrable Interest Notes Due October 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $10,000,000 Class D Fifth Priority Secured
Floating Rate Deferrable Interest Notes Due October 2047

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

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


CANAL CAPITAL: Posts $8,194 Net Loss in 1st Quarter Ended Jan. 31
-----------------------------------------------------------------
Canal Capital Corp. reported a net loss of $8,194 for the first
quarter ended Jan. 31, 2008, compared with a net loss of $8,271 in
the same period ended Jan. 31, 2007.

Revenues for the first three months of fiscal 2008 increased by
$25,768 to $1,231,213 as compared with 2007 revenues of
$1,205,445.  The fiscal 2008 increase in revenues is due primarily
to a $125,000 increase in sales of real estate offset to a certain  
extent by a $113,000 decrease in stockyard revenues due to the
loss of two commission firms at the company's Sioux Falls, South
Dakota location.

At Jan. 31, 2008, the company's consolidated balance sheet showed
$3,491,282 in total assets, $2,450,880 in total liabilities, and
$1,040,402 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?29ab

                      Going Concern Disclaimer

As reported in the Troubled Company Reporter on Feb. 4, 2008,
Todman & Co., CPAs, P.C., expressed substantial doubt about the
Canal Capital Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Oct. 31, 2007.

The auditing firm reported that the company has suffered recurring
losses from operations and is obligated to continue making
substantial annual contributions to its defined benefit pension
plan.

                       About Canal Capital

Headquartered in Hauppauge, New York, Canal Capital Corporation
(OTC: COWP) is engaged in two distinct businesses -- stockyard and
real estate operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of a commercial office space, land and structures leased to
third parties as well as vacant land available for development or
resale.

Canal also operates two central public stockyards located in St.
Joseph, Missouri and Sioux Falls, South Dakota.


CARMIKE CINEMAS: S&P Keeps 'B-' Issue and Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery ratings on
Carmike Cinemas Inc.'s (B-/Stable/--) $376 million senior secured
credit facilities to '4', indicating S&P's expectation of average
(30%-50%) recovery in the event of a payment default, from '3'.   

The facilities consist of a $50 million five-year revolving credit
facility, a $170 million seven-year term loan B, and a
$156 million seven-year, delayed-draw term loan that was drawn on
June 6, 2006.  The issue rating remains 'B-', the same as the
corporate credit rating.
      
"The rating revision reflects a change in the assumed EBITDA
emergence multiple that we applied in our simulated default
scenario to 4.5x from 5x, to reflect a more appropriate contrast
between Carmike's emergence multiple and those of its peers,"
explained Standard & Poor's credit analyst Tulip Lim.

                         Ratings List

                        Rating Revised

                                     To           From
                                     --           ----
      Carmike Cinemas Inc.

              Senior Secured         B-
               Recovery Rating       4            3


CBA COMMERCIAL: Four Classes of Bonds Acquire Fitch's Rating Cuts
-----------------------------------------------------------------
Following a review of the CBA Commercial Assets, LLC, series 2004-
1, 2005-1, 2006-1, 2006-2 small balance U.S. CMBS transactions,
Fitch Ratings downgraded these small balance bonds:

CBA Series 2005-1

  -- $5.1 million class M-5 to 'BB-' from 'BB'.

CBA Series 2006-1

  -- $4.6 million class M-2 to 'A-' from 'A';
  -- $5 million class M-3 to 'BBB-' from 'BBB';
  -- $2.9 million class M-4 to 'B' from 'BBB-';
  -- $1.9 million class M-5 to 'CCC/DR1' from 'B'.

CBA Series 2006-2

  -- $2.8 million class M-3 to 'BBB-' from 'BBB';
  -- $2.3 million class M-4 to 'BB-' from 'BBB-';
  -- $1.1 million class M-5 to 'B' from 'BB+'.

In addition, Fitch has affirmed these classes:

CBA Series 2004-1

  -- $24.4 million class A-1 at 'AAA';
  -- $10.7 million class A-2 at 'AAA';
  -- $5.8 million class A-3 at 'AAA';
  -- Interest only class IO at 'AAA';
  -- $2.9 million class M-1 'AAA';
  -- $3.6 million class M-2 'AA+';
  -- $3.7 million class M-3 at 'BBB+';
  -- $770,000 class M-5 at 'BB'.

CBA Series 2005-1

  -- $104.7 million class A at 'AAA';
  -- interest only class X-1 at 'AAA';
  -- interest only class X-2 at 'AAA';
  -- $7.5 million class M-1 at 'AA';
  -- $5.6 million class M-2 at 'A';
  -- $2.7 million class M-3 at 'A-';
  -- $3.8 million class M-4 at 'BBB+'.

CBA Series 2006-1

  -- $103.9 million class A at 'AAA';
  -- Interest only class X-1 at 'AAA';
  -- $4.6 million class M-1 at 'AA'.

CBA Series 2006-2

  -- $98.7 million class A at 'AAA';
  -- Interest only class X-1 at 'AAA';
  -- $3.8 million class M-1 at 'AA';
  -- $4.9 million class M-2 at 'A-'.

Fitch placed the four CBA Commercial Asset, LLC small balance
deals under analysis this month through its SMARTView process due
to increasing delinquencies in these transactions.  Three of the
four deals have resulted in downgrades due to additional specially
serviced loans and increased loss expectations since Fitch's last
rating action.

In estimating loan losses, Fitch reviewed recent evaluations or
appraisals provided by the special servicers, and applied haircuts
to determine Fitch's expected loss.  These losses were then
applied to the individual transactions to determine estimated
future credit enhancement.

The transactions are collateralized by small balance commercial
loans secured by multifamily, retail, office, industrial, and
mixed use properties.  The loans are smaller than typical CMBS
loans with an average loan size of $438,041 ranging from
approximately $50,000 to $3 million, and in some instances are not
structured as single purpose entities and are full recourse.

A high proportion of the transactions have upcoming Adjustable
Rate Mortgage resets.


CHARLES FORT: Seven Classes of Notes Get Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Charles Fort CDO I, Ltd.:

Class Description: $220,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2047

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

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2047

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

Class Description: $50,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2047

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

Class Description: $24,000,000 Class C Fourth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes due 2047

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

Class Description: $6,000,000 Class D-1 Fifth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes due 2047

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

Additionally, Moody's downgraded these notes:

Class Description: $13,000,000 Class D-2 Sixth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes due 2047

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

Class Description: $10,000,000 Class E Seventh Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes due 2047

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

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


CHARLES RIVER LABS: Earns $154 Million in Fiscal Year 2007
----------------------------------------------------------
Charles River Laboratories International, Inc. reported its
results for the fourth-quarter and full-year 2007.

For the fourth quarter, the company reported a net income of
$36,910 on $318,028 net sales, compared to a net income of $35,189
on $271,725 net sales.  Net income for fiscal year 2007 was
$154.4 million on $1.2 billion net sales, compared to a net loss
of $55.8 million on $1.0 billion net sales in 2006.

"A strong fourth-quarter performance capped a tremendous 2007 for
Charles River, during which we clearly demonstrated the strength
of our business model and the value that we provide to our global
client base," James C. Foster, Chairman, President and Chief
Executive Officer, said.  "Our financial results for the quarter
and year reflect our continued focus on our core competencies of
laboratory animal medicine and science and regulatory compliant
preclinical services, coupled with aggressive investment to expand
and strengthen our infrastructure to meet our clients' needs.

"As a result, we are better positioned, both today and for the
future, to partner with our clients at this critical inflection
point when they are increasingly adopting strategic outsourcing as
a means to improve the efficiency and cost effectiveness of their
drug development efforts.  And increasingly, they are selecting
Charles River to play an integral role in accelerating these
efforts. With robust demand for our products and services, we see
significant opportunities for continued growth in both our RMS and
PCS businesses.

As of Dec. 29, 2007, the company's balance sheet showed total
assets of $2.8 billion and total liabilities of $941.5 million,
resulting in a $1.8 billion stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 29, 2007, are available for
free at http://ResearchArchives.com/t/s?29a9

Charles River Laboratories International, Inc., headquartered in
Wilmington, Mass., (NYSE: CRL) -- http://www.criver.com/--
provides research models and associated services and outsourced
preclinical services.  The company partners with with global
pharmaceutical and biotechnology companies to advance the
drug discovery and development process.

                          *     *     *

As reported in the Troubled Company Reporter on March 12, 2008,
Moody's Investors Service revised the outlook of Charles River
Laboratories International, Inc. to stable from negative and
affirmed the existing ratings, including its Ba1 corporate family
rating and Ba1 Probability of Default Rating.


CHARTERHOUSE BOISE: Disclosure Statement Lacks Info, Creditors Say
------------------------------------------------------------------
Two creditors told the U.S. Bankruptcy Court for the District of
Idaho that Charterhouse Boise Downtown Properties LLC's disclosure
statement lacks adequate information, Lora Volkert writes for the
Idaho Business Review.

ISG Architects commented that the bankrupt developer's projections
failed to show sources of income to meet future obligations, the
report says.

Business Review quotes this creditor as stating that Charterhouse
Boise will likely "fail again if creditors give the company a
second chance."  ISG Architects, which is owed $500,000, told the
Court that it opposes to the Debtor's disclosure statement, the
report relates.  In its objection, ISG Architects said that there
is a high probability that the Debtor will default on future its
loans, Business Review notes.

ISG Architects contested that the Debtor's disclosure statement
did not list the appraisal of assets that supports Charterhouse
Boise's claim of having a property valued at $5 million, Business
Review reports, citing court documents.

Capital City Development Corp. related to the Court that the
Debtor missed to list $800,000 it owes to Capital City, that
includes $500,000 in secured debt and $300,000 in unsecured debt,
Business Review reveals.  

Capital City, the report recounts, agreed with ISG Architects that
the Debtor's disclosure statement lacks some required information.

                     About Charterhouse Boise

Based in Boise, Idaho, Charterhouse Boise Downtown Properties LLC
develops real estate.  The company filed for Chapter 11 protection
on Aug. 1, 2007 (Bankr. D. Idaho Case No. 07-01199).  Thomas James
Angstman, Esq. at Angstman, Johnson & Associates, represents the
Debtor in its restructuring efforts.  The Debtor also chose John
E. Woodbery, Esq., at Woodbery Law Group, P.S., as its local
counsel.  The Debtor's schedules of assets and liabilities showed
total assets of $10,735,293, and $12,369,052 in total debts.


CHARYS HOLDING: Wants Court to Set May 12 as Claims Bar Date
------------------------------------------------------------
Charys Holdings Company Inc. and Crochet & Borel Services Inc. ask
the United States Bankruptcy Court for District of Delaware to
establish May 12, 2008, prevailing Pacific Time, as deadline for
creditors to file proofs of claim.

The Debtors propose Aug. 12, 2008, for governmental units to their
file proofs of claim.

All proofs of claim must be delivered to:

   Kurtzman Carson Consultants LLC
   2335 Alaska Avenue
   El Segundo, CA 90245

A hearing is set on April 8. 2008, to consider the request and
objections, if any, are due April 25, 2008.

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc., --
http://www.charys.com/-- provide remediation & reconstruction and      
wireless communications & data infrastructure.  The company and
its Crochet & Borel Services, Inc. subsidiary filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. Del. Case No.08-10289).  Chun
I. Jang, Esq., Mark D. Collins, Esq., and Paul Noble Heath, Esq.,
at Richards, Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in these cases to date.  When the
Debtors filed for protection against their creditors, it listed
total assets of $245,000,000 and total debts of $255,000,000.


CHRYSLER LLC: Clarifies Misleading Coverage of Discount Programs
----------------------------------------------------------------
Some recent reports suggested that Chrysler LLc's Friends Program
discounts on purchases of new Chrysler, Jeep(R), or Dodge vehicles
had been discontinued.

Chrysler employees can still help an immediate family member or a
friend get a great deal on a new Chrysler, Jeep(R), or Dodge
vehicle. U.S. employees can enable 6 vehicle purchase or lease
discounts (at 1% below dealer invoice) for extended family and
friends.  This is in addition to the 6 vehicle purchase or lease
discounts for the employees, retirees and their eligible family
members -- a total of 12 discounts on most new Chrysler, Jeep &
Dodge vehicles.  All 12 discounts provide major savings and
include relevant incentives in effect.

The recent news coverage on these employee programs was misleading
in that it made people think that the Friends Program was
eliminated.  The program continues for employees and retirees.  
Only The Employee Choice program has been cancelled which ended
Jan. 2, 2008 -- all other Chrysler LLC employee purchase programs
remain in effect.

With all the Chrysler Employee Advantage programs, employees have
the ability to be true product and sales ambassadors for the
company.  Employees can continue to drive Chrysler sales by
encouraging their friends, family, neighbors and acquaintances to
buy or lease a new Chrysler product.  Now is the time to get great
deals with affordable financing or lease payments with 0% APR
financing for 60 months available on most 2008 models.

Based 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 Nov. 12, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  S&P
said the outlook is negative.


CLEAR CHANNEL: Might Face Ad Sector Woes Alone, Report Says
-----------------------------------------------------------
Clear Channel Communication Inc. faces another potential struggle
aside from facing a possible collapse of its sale to Thomas H. Lee
Partners LP and Bain Capital Partners LLC, according to Sarah
McBride of The Wall Street Journal.  The report said the company
stands to go alone in "a faltering radio industry."

As reported by the Troubled Company Reporter on March 26, 2008,
the privatization of Clear Channel appeared in danger of
collapsing after the backers failed to reach agreement on the
final financing of the transaction.  The TCR also reported that
the buyers filed complaints in New York state court in Manhattan
and in Bexar County, Texas to force the financiers to keep a
promise to fund the deal in May 2007.  Clear Channel joined the
suit in Texas.

WSJ said, "If the deal isn't completed, Clear Channel will be back
to square one in a business that has declined sharply during the
months it has chased the sale."  The advertising sector is
suffering in general and radio advertising in particular, the
report noted.  Some of Clear Channel's radio operations have
suffered while the sale is pending.  At the time of the proposed
sale, the company owned 1,150 stations.  The number is now down to
about 1,000, the report said.

Clear Channel could depend on its promising billboard advertising
to perform well, but worries remain that broader economic woes
might drag down the sector, according to the report.

The report supported the idea posited by Bear Stearns analyst
Victor Miller to separate its slower-growing radio business from
the more promising billboard category to restore some confidence
and boost shares.  Mr. Miller also suggested the company could
sell its international outdoor business, the report said.

What the report sees as the bright side at Channel Communication
is the company's lower debt than most similar companies -- which
was noted by Bernstein Research analyst Michael Nathanson.  Clear
Channel has a ratio for debt-to-EBITDA of 2.6 for 2008.  

Clear Channel had anticipated closing the merger agreement it
entered into in May 2007 by March 31, 2008.  The company's
shareholders approved the adoption of the merger agreement, as
amended, in which Clear Channel would be acquired by CC Media
Holdings Inc., a corporation formed by private-equity funds co-
sponsored by Lee Partners and Bain Capital.  The deal includes
$19.4 billion of equity and $7.7 billion of debt.

If the deal is not pushed through, Channel Communications would
get a breakup fee of $500 million to $600 million, and it wouldn't
have to sell six radio stations as required under the
privatization.

The banks that agreed to finance the deal include Citigroup Inc.,
Morgan Stanley, Deutsche Bank AG, Credit Suisse Group, Royal Bank
of Scotland PLC and Wachovia Corp.

         Restraining Order Issued Against Sale Financiers

The recent WSJ report stated that on Thursday, a judge in Texas
issued a restraining order forbidding the banks from refusing to
fund the merger.  Later in the day, the banks filed a notice to
try to move the suit to federal court, the report stated.

                       About Bain Capital

Boston, Massachussetts-based Bain Capital Partners LLC --
http://www.baincapital.com/-- is a private investment firm with    
approximately $40 billion in assets under management.  Its family
of funds includes private equity, venture capital, public equity
and leveraged debt assets.  Absolute Return Capital LLC is the
global macro affiliate of Bain Capital. Bain Capital Private
Equity has raised nine funds and invested in more than 200
companies.  Bain Capital (Europe) Limited, an affiliate, is
dedicated to investment opportunities in the European market.  
Bain Capital Venture Partners LLC is the venture capital arm of
Bain Capital.  Sankaty Advisors LLC, the credit affiliate of Bain
Capital LLC, is a private manager of high-yield debt obligations.
In October 2006, Michaels Stores Inc. announced the completion of
its merger with affiliates of Bain Capital Partners LLC and The
Blackstone Group.  As a result, Bain Capital Partners LLC and
Blackstone own equal stakes in Michaels, and funds affiliated with
Highfields Capital Management own a minority stake.

                     About Thomas Lee Partners

Boston, Massachussetts-based Thomas H. Lee Partners LP --
http://www.thlee.com/-- Thomas H. Lee Partners is the teddy bear    
at the gate.  Known as a "friendly" leveraged buyout (LBO) firm,
the company uses a mix of debt, funds from institutional
investors, and its own money to buy companies.  Unlike the
fearsome LBO outfits of the 1980s, Thomas H. Lee Partners eschews
the axe for the handshake; it builds up a stake and courts
management cooperation.  Lee then usually sells the revamped
acquisitions or takes them public.  Thomas H. Lee, who founded
Thomas H. Lee Partners in 1974, left his namesake firm in 2006 to
start a long-planned rival hedge fund and private equity venture.

The company has teamed up with Bain Capital to buy media titan
Clear Channel for almost $20 billion.  

                About Clear Channel Communications

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


CLEAR CHANNEL: Fitch to Keep 'BB-' Ratings if Sale is Canceled
--------------------------------------------------------------
Fitch Ratings stated that in line with previous guidance, Clear
Channel Communications' 'BB-' Issuer Default Rating (IDR) and
Senior Unsecured Ratings would remain in place if the going-
private transaction is not completed.

Fitch originally downgraded Clear Channel's ratings to 'BB-' from
'BBB-' on Nov. 16, 2006 after the company announced it had
executed a definitive merger agreement with a private equity group
to be acquired for over $26 billion.  At that time, Fitch stated
that the consummation of the going-private transaction would
likely result in lower ratings, but that any cancellation of the
merger would not result in any upward movement of the 'BB-'
ratings, as management demonstrated a tolerance for greater
leverage.

Clear Channel has significant debt maturities coming due over the
next three years, including its bank facility. Fitch believes the
risk of financial policy revisions must be properly reflected in
the ratings on any future market transactions that may be used to
re-finance these maturities. Executive management employment
agreements extend into 2014.


CLEAR CHANNEL: S&P Maintains Negative Watch Posting on 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Clear
Channel Communications Inc., including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications.  S&P
originally placed them on CreditWatch on Oct. 26, 2006, following
the company's announcement that it was exploring strategic
alternatives to enhance shareholder value.  The company's proposed
leveraged buyout, led by Thomas H. Lee Partners L.P. and Bain
Capital Partners LLC, received FCC approval on Jan. 24, 2008.
      
"This CreditWatch update follows unconfirmed news reports that
there could be complications surrounding the proposed financing
for the LBO, which includes roughly $18.4 billion of senior
secured credit facilities and $2.6 billion of senior unsecured
notes," explained Standard & Poor's credit analyst Michael
Altberg.
     
The company still intends to close the deal before the end of the
first quarter.
     
As S&P has previously indicated, if the deal fails to close, S&P
would expect to raise the ratings, but not back to investment
grade; the proposed LBO has changed S&P's financial policy
expectations for Clear Channel.  In addition, Clear Channel's
contingency plans to increase shareholder value if the pending
deal falls through are uncertain, and could be further complicated
by the currently tight credit environment.
     
S&P will continue to monitor developments surrounding the proposed
merger.  If the deal successfully closes, and barring any material
changes due to the divestiture of certain assets or change in
financing terms, S&P expects to lower Clear Channel's long-term
corporate credit rating to 'B' from 'B+'.  At the same time, S&P
would expect to lower its rating on the company's existing senior
unsecured notes to 'CCC+' (two notches below the expected
corporate credit rating) from 'B-'.  If the deal fails to close,
the ultimate rating would depend on management's alternative plans
for increasing shareholder value, as well as its long-term
business and financial strategies.


CNET NETWORKS: Pares 10% U.S. Positions Under Realignment Plan
--------------------------------------------------------------
CNET Networks Inc. disclosed a plan to implement a workforce
realignment to more appropriately allocate resources to the
company's key strategic initiatives.  The company's workforce
realignment will eliminate approximately 10%, or 120 positions, in
the United States and is effective immediately.

The company currently estimates non-recurring pre-tax
restructuring charges resulting from the workforce realignment to
be in the range of $3.5 million to $4 million for severance pay
expenses and related cash expenditures.  Total charges will also
include $300,000 to $400,000 in non-personnel costs related to
outplacement, legal and other services and non-cash charges
related to stock compensation expense.  Actual costs and charges
could differ from these estimates.  The company expects to
recognize the majority of the foregoing charges in the first
quarter of 2008, with the remaining costs being recognized over
the remainder of 2008.

The workforce realignment is the result of the continued
implementation of the company's established business plan to focus
on the long term growth and success of the company.  It allows the
company to put greater emphasis on its strategic priorities, which
include focusing on its leading brands, driving greater
efficiencies throughout the business, and reducing costs.

In connection with the workforce realignment, the company is
focused on:

     (i) realigning and streamlining G&A and other central
         services;

    (ii) evolving the company's editorial organization to enable
         greater focus on content creation;

   (iii) innovating the company's technology infrastructure,
         including the adoption of open application programming
         interfaces, or APIs, and implementing other measures to
         enhance greater efficiencies;

   (iv) simplifying the company's sales approach to enhance sales
        productivity; and (v) implementing business unit changes
        to realign resources to support the company's strategic
        priorities and promote efficiencies.

                       About CNET Networks

San Francisco, California-based CNET Networks Inc. (NASDAQ: CNET)
-- http://www.cnetnetworks.com/-- is an interactive media company  
that builds brands for people and the things, such as technology,
entertainment, business and food.  The company's brands include
BNET, CNET, GameSpot, TV.com and CHOW.  The company operates
through two segments: U.S. Media and International Media. U.S.
Media consists of an online media network focused on topics, such
as technology, entertainment, lifestyle and business.  
International Media includes media properties under several of the
same brands as its sites in the United States, with additional
brands related to automotive and women's fashion represented in
markets, such as China.  In January 2008, the company acquired
Cheshi.com, a China's automotive market Websites.  In August 2007,
the company acquired OnlyLady.com, which caters to consumers in
China's fashion and cosmetics industries.  In October 2007, it
sold its Webshots business.


COLDWATER CDO: Moody's Cuts Ratings on Five Classes of 2046 Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Coldwater CDO, Ltd.:

Class Description: $290,000,000 Class A-1 Floating Rate Senior
Secured Notes due 2046

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

Class Description: $32,000,000 Class A-2 Floating Rate Senior
Secured Notes due 2046

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

Class Description: $29,000,000 Class A-3 Floating Rate Senior
Secured Notes due 2046

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

Class Description: $20,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $13,000,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes due 2046

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

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


COSTA BELLA: Nine Classes of Notes Get Moody's Ratings Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Costa Bella CDO Ltd.:

Class Description: $100,000,000 Class A-1 Swap Transaction

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

Class Description: $250,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2046

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

Class Description: $40,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2046

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

Class Description: $30,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $5,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $23,000,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $18,500,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

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

Class Description: $10,500,000 Class F Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

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

Class Description: $7,500,000 Class G Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

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

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


CPS CAYMAN: S&P Gives 'BB' Initial Rating to Class C 2014 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CPS Cayman Residual Trust 2008-A's (CPSCRT 2008-A)
$34.57 million asset-backed notes series 2008-A .
     
The preliminary ratings are based on information as of March 25,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

  -- The credit support consisting of subordination and excess
     spread, some of which will be used to build
     overcollateralization to 3.50% of the current receivables
     balance.  The remainder will be used to cover losses and make
     required distributions.  Also, on any payment date after the
     class A notes issued under the CPS Auto Receivables Trust
     2008-A transaction have been paid in full, the CPSCRT 2008-A
     noteholders may benefit from funds that are released from a
     reserve account under the CPSART 2008-A transaction and
     deposited into the collection account;

  -- Standard & Poor's view as to the likelihood of receiving
     ultimate, but not timely, payment of interest and principal;

  -- The credit quality of the underlying pool of subprime
     automobile loans; and

  -- The sound legal structure.
   
                    Preliminary Ratings Assigned

                  CPS Cayman Residual Trust 2008-A
   
                                        Amount      Legal final
  Class                      Rating     (million)*     maturity
  -----                      ------     ----------  -----------
  B deferrable interest**    BBB        $19.485     October 2014
  C deferrable interest**    BB         $15.085     October 2014
  D                          NR         $32.211     October 2014
   
  * The actual size of these tranches will be determined on the    
    pricing date.

  ** The rating assigned to the class B and C notes represents
     Standard & Poor's view as to the likelihood of receiving
     ultimate payment of principal and interest on those notes.
                         
                             NR -- Not rated.


CREDIT SUISSE: Moody's Takes Various Rating Actions on 16 Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of four classes,
affirmed the ratings of ten classes and downgraded the ratings of
two classes of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-
CF2:

  -- Class A-3, $582,048, affirmed at Aaa
  -- Class A-4, $523,158,000, affirmed at Aaa
  -- Class A-X, Notional, affirmed at Aaa
  -- Class A-CP, Notional, affirmed at Aaa
  -- Class B, $43,796,000, affirmed at Aaa
  -- Class C, $49,271,000, affirmed at Aaa
  -- Class D, $10,949,000, upgraded to Aa1 from Aa2
  -- Class E, $16,423,000, upgraded to Aa3 from A3
  -- Class F, $18,887,000, upgraded to A3 from Baa2
  -- Class G, $13,960,000, upgraded to Baa2 from Baa3
  -- Class H, $16,423,000, affirmed at Ba1
  -- Class J, $21,898,000, affirmed at B2
  -- Class K, $8,211,000, affirmed at B3
  -- Class L, $9,306,000, downgraded to Caa3 from Caa2
  -- Class M, $9,854,000, downgraded to C from Ca
  -- Class N, $3,451,511, affirmed at C

Moody's is upgrading Classes D, E, F and G due to increased credit
support from loan pay offs and amortization as well as defeasance.   
Moody's is downgrading Class L and M due to realized and
anticipated losses on the specially serviced loans.

As of the March 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 33.7%
to $747.2 million from $1.1 billion at securitization.  The
Certificates are collateralized by 131 mortgage loans ranging in
size from less than 1.0% to 5.9% of the pool, with the top 10
loans representing 39.5% of the pool.  Twenty-six loans,
representing 36.9% of the pool, have defeased and have been
replaced with U.S. Government securities.

Fifteen loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $18.5 million.  Four
loans, representing 2.5% of the pool, are in special servicing.  
Moody's is estimating $4.1 million of losses from all the
specially serviced loans.  Thirty-two loans, representing 15.0% of
the pool, are on the master servicer's watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for approximately 97.2% and 87.0% of the
performing loans, respectively.  Moody's loan to value ratio for
the conduit component is 79.5%, compared to 82.9% at Moody's last
review in September 2006 and compared to 82.9% at securitization.

The top three loans represent 14.1% of the outstanding pool
balance.  The largest loan is the CNN Building Loan ($42.9 million
- 5.7%), which is secured by a 292,000 square foot, 11-story
office building located in Washington, District of Columbia.  
Built in 1990, the facility is located in the Capital Hill
submarket adjacent to Union Station.  As of January 2008, the
property was 98.0% leased compared to 98.3% at last review and
100.0% at securitization.  The building serves as the regional
headquarters of the CNN cable network, which occupies
approximately 29.0% on a lease expiring in December 2010.  GSA
tenants occupy 42.2% of the space.  The loan has amortized 6.6%
since securitization.  Moody's LTV is 73.0%, compared to 80.6% at
last review and 81.8% at securitization.

The second largest loan is the Chelsea Ridge Apartments Loan
($33.4 million -- 4.5%), which is secured by an 835 unit apartment
complex located in Wappinger Falls, New York.  As of December
2007, the property was 90.0% leased compared to 95.0% at last
review and 100.0% at securitization.  The loan has amortized 7.8%
since securitization.  Moody's LTV is 70.5%, compared to 71.5% at
last review and 88.5% at securitization.

The third largest loan is the 2001 York Road Loan ($29.1 million
-- 3.9%), which is secured by an 184,000 square foot office
building located in Oakbrook, Illinois.  As of September 2007, the
property was 100.0% occupied, the same as at last review and
compared to 97.0% at securitization.  The loan has amortized 6.0%
since securitization.  Moody's LTV is 97.2%, compared to 99.5% at
last review and 86.4% at securitization.


CROWN PLAZA: Files Schedules of Assets and Liabilities
------------------------------------------------------
Crown Plaza Development, LLC delivered to the United States
Bankruptcy Court for the Central District Of California its
schedules of assets and liabilities, disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $11,800,000
   B. Personal Property             10,052,834
   C. Property Claimed
      as Exempt
   D. Creditors Holding                            $5,400,000
      Secured Claims
   E. Creditors Holding                                     0
      Unsecured Priority
      Claims
   F. Creditors Holding                             1,044,440
      Unsecured Nonpriority
      Claims
                                   ------------   -------------
      TOTAL                         $21,852,834    $6,444,440

Based in Newport Coast, California, Crown Plaza Development, LLC
owns and develops real estate.  The developer filed for Chapter 11
protection on Feb. 20, 2008 (Bankr. C.D. Calif. Case No. 08-
10776).  Alan G. Tippie, Esq. at SulmeyerKupetz, A represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$100 million to $500 million, and estimated debts of $50 million
to $100 million.


DAVIS SQUARE: Declining Credit Quality Spurs Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Davis Square Funding VII, Ltd.:

Class Description: $1,570,000,000 Class A-1-a Floating Rate Notes
Due 2042

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

Class Description: $50,000,000 Class A-1-b Floating Rate Notes Due
2042

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

Class Description: $100,000,000 Class A-2 Floating Rate Notes Due
2042

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

Class Description: $160,000,000 Class A-3 Floating Rate Notes Due
2042

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

Class Description: $50,000,000 Class B Floating Rate Notes Due
2042

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

Class Description: $39,000,000 Class C Deferrable Floating Rate
Notes Due 2042

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

Class Description: $21,000,000 Class D Deferrable Floating Rate
Notes Due 2042

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

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


DELPHI CORP: Moody's Lifts Rating on New Second Lien Loan to 'B2'
-----------------------------------------------------------------
Moody's Investors Service raised the rating on Delphi
Corporation's revised second lien term loan to (P)B2 from (P)B3
and affirmed the company's Corporate Family Rating and Probability
of Default Ratings of (P)B2, Speculative Grade Liquidity rating of
SGL-2, first lien term loan rating of (P)Ba2, and stable outlook.   
The revision to the rating on the second lien facility follows a
change in the composition of the term loans from the structure
Moody's rated on March 14, 2008.

The total amount of secured term loans Delphi requires to emerge
from bankruptcy is unchanged at $4.525 billion.  However, the
first lien term loan will be reduced to $1.7 billion from
$3.7 billion and the second lien term loan will be increased to
$2.825 billion from $0.825 billion as the full $2.0 billion of
what was to be the B-2 tranche of the first lien term loan has
been moved to the second lien facility.  The first lien term loan
will continue to be split between $1.5 billion lodged at the
parent and $0.2 billion at a European subsidiary.

The previous B-2 tranche was designed as a "second out" portion of
the first lien term loan, and remains junior to the $1.7 billion
of the first lien term loan.  However, it will now be documented
as part of an enlarged second lien term loan.  An affiliate of
General Motors Corporation has agreed to accept up to
$2.825 billion of the second lien term loan as part of the
settlement for GM's claims.

Major terms of the first lien term loan have not been altered from
those of the B-1 tranche in the earlier structure.  As those terms
involved initial amortization of 1% per year, by moving
$2.0 billion to the second lien term loan, which does not require
any scheduled amortization prior to final maturity, Delphi's
annual repayment obligations post emergence will be lowered by
$20 million a year.

Nonetheless, Delphi's financial leverage will not be affected by
these changes nor will its expected operating performance, and key
coverage metrics will not experience any material change from
previous expectations.  Consequently, Moody's affirmed Delphi's
Corporate Family and Probability of Default ratings as well its
liquidity rating and outlook.

Although the amount of the first lien term loan will be reduced,
its rating of (P)Ba2 is unchanged; the amounts of debt that are
superior, equally ranked, or junior in the overall waterfall are
unchanged.  The (P)B2 rating on the increased size of the second
lien term loan is one notch higher than the earlier rating and
level with that of the Corporate Family Rating.  This develops
from a lower amount of senior debt ahead of its claims and its
higher proportion of the debt capital, both of which tend to boost
its expected recovery rate.

Rating revised:

  -- $2.825 billion second lien term loan, (P)B2, LGD-4, 52% from
     (P)B3, LGD-4, 65%

Rating withdrawn:

  -- $2.0 billion B-2 tranche of first lien term loan, (P)B2, LGD-
     3, 47%

Delphi Corporation, headquartered in Troy, Michigan, is a global
tier-1 automotive supplier with products and services addressing
electrical or electronic architecture, electronics & safety,
powertrain systems, thermal systems, and aftermarket product and
service solutions.  The company expects to have revenues from
continuing operations of roughly $20 billion and employs
approximately 171,000 people at 163 manufacturing sites around the
world.


DELTA FINANCIAL: To Delay Filing of 2007 Annual Report
------------------------------------------------------
Delta Financial Corporation and its debtor-subsidiaries have not
yet submitted their annual report on Form 10-K for the year ended
December 31, 2007.  The Debtors informed the U.S. Securities and
Exchange Commission that they have been unable to complete the
preparation of their annual report because of the demands
associated with their bankruptcy filing and related activities,
and due to limited personnel and resources.

The Form 10-K was due March 17, 2008, or 75 days following the
end of the fiscal year.

The Debtors anticipate that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in
the subject report or a portion of it.

The Debtors say they are currently unable to provide a reasonable
estimate of their 2007 results of operations because of they have
been  focused on their bankruptcy cases.  Accordingly, they
cannot at this time estimate what significant changes will be
reflected in their 2007 results of operations compared to their
2006 results of operations.  The Debtors note their 2006 results
of operations were prepared on the assumption that they would
continue to operate as a going concern, which was not necessarily
the case as of December 31, 2007, in light of the of their
bankruptcy cases.

                      About Delta Financial

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

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

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

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Debtors' exclusive period to
file a plan expires on April 15, 2008.  (Delta Financial
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service
Inc.http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Court Okays Standstill Deal with Former Workers
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
Standstill Agreement between Delta Financial Corporation and
former employees who filed a suit alleging WARN Act violations by
the company.

Laura Bressmer, Paula Capone and Tracy Prince, on behalf of
themselves and other similarly situated former employees, assert
claims against Delta Financial Corporation, Delta Funding
Corporation and Fidelity Mortgage, Inc., for violations of WARN
Act in connection with the Debtors' alleged failure to provide
advance notice of layoffs.

Bressmer, et al. have entered into negotiations with Delta
Financial Corporation and its debtor-affiliates, pursuant to which
they have agreed to a standstill:

   a. The pre-trial conference will be adjourned and the Debtors'
      deadline to file an answer to Bressmer, et al.'s complaint
      will be extended to a later date.

   b. Bressmer, et al., may in their discretion file (i) a class
      proof of claim prior to the bar date for general unsecured
      claims, and (ii) a motion to certify a class.

   c. If the class is certified in the Adversary Proceeding at a
      date later than the General Bar Date, the certification
      will relate back to the date of filing of the Class Proof
      of Claim.  The Debtors and the Official Committee of
      Unsecured Creditors will not raise the General Bar Date as
      a defense to certification.

   d. In the event the Court denies certification in the
      Adversary Proceeding, Bressmer, et al.'s counsel --
      Loizides, P.A., Outten & Golden LLP and Nichols Kaster &
      Anderson PLLP -- will have the right to file individual
      proofs of claim under the WARN Act on behalf of former
      employees who retain their services on or before the
      General Bar Date.

   e. The Standstill will not prejudice the rights of the
      Debtors or the Committee to otherwise challenge
      certification if sought in the Adversary Proceeding, or any
      other substantive or procedural rights the Debtors or the
      Committee may have that are not otherwise specifically
      addressed by the parties' stipulation.

                      About Delta Financial

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

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

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

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Debtors' exclusive period to
file a plan expires on April 15, 2008.  (Delta Financial
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service
Inc.http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Committee Allowed to Hire Landis Rath as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed the
Official Committee of Unsecured Creditors in Delta Financial
Corp. and its debtor-affiliates' cases, to retain Landis Rath &
Cobb LLP as its Delaware counsel.

As Delaware counsel, LRC will:

   * render legal advice with respect to the powers and duties of
     the Creditors Committee and the other participants in the
     Debtors' Chapter 11 cases;

   * assist the Creditors Committee in its investigation of the
     acts, conduct, assets, liabilities and financial condition
     of the Debtors; the operation of the Debtors' businesses and
     any other matter relevant to the bankruptcy cases, as and to
     the extent the matters may affect the Debtors' creditors;

   * participate in negotiations with parties-in-interest with
     respect to any disposition of the Debtors' assets, plan of
     reorganization and disclosure statement in connection with
     the plan;

   * prepare all necessary applications, motions, answers,
     orders, reports and papers on behalf of the Creditors
     Committee, and appear on behalf of the Creditors Committee
     at hearings as necessary and appropriate in connection with
     the bankruptcy cases;

   * render legal advice and perform all other necessary legal
     services; and

   * perform all other legal services in connection with the
     bankruptcy cases, as may be requested by the Creditors
     Committee.

LRC will be paid according to its customary hourly rates.  Two
LRC professionals are expected to take a lead role in
representing the Creditors Committee in the Debtors' bankruptcy
cases:

     Professional                    Hourly Rate
     ------------                    -----------
     Richard S. Cobb, Esq. partner      $475
     John H. Strock, Esq. associate     $240

LRC will also be reimbursed for any necessary out-of-pocket
expenses it incurs while providing legal services to the
Creditors Committee.

Richard S. Cobb, Esq., at Landis Rath and Cobb LLP, in
Wilmington, Delaware, assures the Court that the firm does not
represent any interest adverse to the Creditors Committee or the
Debtors' estates, and is a "disinterested person" within the
meaning of Sections 101(14) and 1103 of the Bankruptcy Code.

                     About Delta Financial

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

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

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Debtors' exclusive period to
file a plan expires on April 15, 2008.  (Delta Financial
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service
Inc.http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Committee Allowed to Hire Weiser as Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
authority to the Official Committee of Unsecured Creditors in
Delta Financial Corp. and its debtor-affiliates' cases, to retain
Weiser LLP as its financial advisor, effective as of Jan. 8, 2008.

Silvia L. Spear, managing director of Deutsche Bank Trust Company
Americas and chairperson of the Creditors Committee, relates that
Weiser has substantial experience in accounting and financial
consulting, including turnarounds and bankruptcy; and has
participated in numerous Chapter 11 proceedings before the U.S.
Bankruptcy Court for the District of Delaware.

As financial advisor, Weiser will:

   (a) review all financial information prepared by the Debtors
       or its consultants as sought by the Creditors Committee
       including, but not limited to, a review of Debtors'
       financial statements as of the filing of the petition,
       showing in detail all assets and liabilities and priority
       and secured creditors;

   (b) monitor the Debtors' activities regarding cash
       expenditures, receivable collections, asset sales and
       projected cash requirements;

   (c) attend meetings including the Creditors Committee, the
       Debtors, creditors, their attorneys and consultants, and
       federal and state authorities, if required;

   (d) review the Debtors' periodic operating and cash flow
       statements;

   (e) review the Debtors' books and records for related party
       transactions, potential preferences, fraudulent
       conveyances and other potential prepetition
       investigations;

   (f) undertake any investigation with respect to the
       prepetition acts, conduct, property, liabilities and
       financial condition of the Debtors, their management,
       creditors including the operation of their business, and
       as appropriate avoidance actions;

   (g) review and analyze proposed transactions for which the
       Debtors seek the Court's approval;

   (h) assist in a sale process of the Debtors collectively or in
       segments, parts or other delineations, if any;

   (i) assist the Creditors Committee in developing, evaluation,
       structuring and negotiating the terms and conditions of
       all potential Chapter 11 plans of reorganization,
       including preparation of a liquidation analysis;

   (j) analyze claims filed;

   (k) estimate the value of the securities, if any, that may be
       issued to unsecured creditors under any plan;

   (l) provide expert testimony on the results of the firms
       findings;

   (m) assist the Creditors Committee in developing alternative
       reorganization plans, including contacting potential plan
       sponsors if appropriate; and

   (n) provide the creditors Committee with other and further
       financial advisory services with respect to the Debtors,
       including valuation, general restructuring and advice with
       respect to financial, business and economic issues, as may
       arise during the course of the restructuring as sought by
       the Committee.

Weiser will be paid according to their customary hourly rates:

   Professional                Hourly Rate
   ------------                -----------
   Partners & Directors        $375 to $540
   Managers                    $275 to $375
   Supervisors                 $225 to $250
   Assistants                  $125 to $225
   Paraprofessionals            $72 to $132

Weiser will also be reimbursed of the actual and necessary
expenses, charges and disbursements it incurs in connection with
the services it provides to the Creditors Committee.

James Horgan, a partner at Weiser, assures the Court that the
firm does not represent any interest adverse to the Creditors
Committee or the Debtors' estate, and is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                      About Delta Financial

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

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

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

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Debtors' exclusive period to
file a plan expires on April 15, 2008.  (Delta Financial
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service
Inc.http://bankrupt.com/newsstand/or 215/945-7000).


DISH NETWORK: Earns $756 Mil. Net Income for Year Ended Dec. 2007
-----------------------------------------------------------------
DISH Network Corp. fka Echostar Communications Corp. earned
$756 million on total revenues of $11 billion for the year ended
Dec. 31, 2007, compared to a net income of $608 million on $9.8
billion of total revenues in 2006.

The company had total assets of $10 billion, total liabilities of
$9.4 billion, and a stockholders' equity of $639 million at Dec.
31, 2007, compared to total assets of $9.7 billion, total
liabilities of $9.9 billion, and a stockholders' deficit of $219
million at Dec. 31, 2006.

DISH Network reported total revenue of $2.89 billion for the
quarter ended Dec. 31, 2007, a 12% increase compared with $2.58
billion for the corresponding period in 2006.  Net income totaled
$175 million for the quarter ended Dec. 31, 2007, compared with
$153 million during the corresponding period in 2006.

DISH Network added approximately 85,000 net new subscribers during
the quarter ended Dec. 31, 2007, giving the company approximately
13.78 million subscribers as of that date, an increase of 675,000
subscribers compared to the number of subscribers as of Dec. 31,
2006.

The company completed the spin-off of its technology and certain
infrastructure assets, including its set-top box business and
certain satellites, through the distribution of shares in EchoStar
Corporation on Jan. 1, 2008.  Following the spin-off, DISH Network
retains its pay-TV business, and shed off Echostar Communications
Corp. for DISH Network as its corporate name.

                       About DISH Network

Based in Englewood, Colorado, DISH Network Corp. fka EchoStar
Communications Corporation (Nasdaq: DISH) --
http://www.echostar.com/-- serves more than 13.6 million  
satellite TV customers through its DISH Network(TM), a pay-TV
provider in the country since 2000.  DISH Network's services
include hundreds of video and audio channels, Interactive TV,
HDTV, sports and international programming, together with
professional installation and 24-hour customer service.  EchoStar
has been into satellite TV equipment sales and support for more
than 27 years.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Standard & Poor's Ratings Services placed its ratings on
EchoStar Communications Corp., including the 'BB-' corporate
credit rating, on CreditWatch with developing implications.  This
affects about $5.5 billion of rated debt.


DUNMORE HOMES: Panel Moves for Rule 2004 Exam on Sidney Dunmore
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Dunmore Homes
Inc. asks the U.S. Bankruptcy Court for the Eastern District of
California to direct the oral examination and the production of
certain documents from Sidney P. Dunmore.

According to Adam A. Lewis, Esq., at Morrison & Foerster LLP, in
New York, a thorough examination of the significant prepetition
transactions of Debtor Dunmore Homes, Inc., New York and
predecessor company Dunmore California are critical to the
Committee's investigation of the "acts, conduct, assets,
liabilities and financial condition of the debtor."

Mr. Dunmore is the sole shareholder of Dunmore California.

The Debtor has asserted that one of its principal assets is a
note from Mr. Dunmore totaling approximately $11.2 million as of
November 8, 2007 -- the Lender Receivable -- which is secured by
Mr. Dunmore's anticipated federal tax refund.

The documents the Committee seeks to examine pertain to:

   -- the property of the Debtor and Dunmore California,
      including the Lender Receivable;

   -- the liabilities and financial condition of the Debtor and
      Dunmore California;

   -- matters which may affect the administration of the Debtor's
      estate; and

   -- the identification and prosecution of certain potential
      claims against the directors, officers or insiders of the
      Debtor or Dunmore California.

Mr. Lewis contends that the oral examinations and documents
sought by the Committee are within the scope of Rule 2004 of the
Federal Rules of Bankruptcy Procedure.

"The Committee believes that, among other things, various
transactions or obligations between or among Mr. Dunmore, the
Debtor, Dunmore California and others warrant investigation as to
the nature of those transactions and the disposition of the
assets involved," Mr. Lewis says.

Pursuant to Bankrutpcy Rule 2004, the Committee seeks the right
to provide Mr. Dunmore a notice of 30 days of the proposed oral
examination.  In addition, the Committee asks the Court to compel
production of the requested documents within 20 days from the
date of issuance of a subpoena.

                       About Dunmore Homes

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.

(Dunmore Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


EDUCATION RESOURCES: Moody's Cuts Rating to B2 on Liquidity Issues
------------------------------------------------------------------
Moody's Investors Service downgraded the Issuer Rating of The
Education Resources Institute to B2 from Baa3.  The rating
continues on review for possible further downgrade.

The downgrade of TERI reflects Moody's concerns regarding TERI's
asset quality, liquidity position, and adequacy of capital and
reserves.  The review is based on the high potential for declining
new guarantee volumes, which could further undermine the firm's
franchise, liquidity and credit profile.

                          Asset quality

TERI has experienced rapid growth over the past 5 years, with 70%
of total volume coming from the relatively risky direct to
consumer channel via TERI's strategic alliance with First
Marblehead Corp., which securitizes loans largely through the
National Collegiate Student Loan Trust program.  DTC channel
loans, which are not school certified and typically have a higher
degree of fraud compared with loans originated through school
financial aid offices, are defaulting at a significantly higher
rate than school channel loans.

TERI and FMD have also undertaken a deliberate strategy of risk
expansion, in particular in the core Creditworthy Co-signed loan
segment which makes up 80% of total volume.  This has been
exemplified by a higher proportion of loans in lower FICO bands
and implementation of "expanded tier" lending programs with
loosened underwriting criteria.

In addition, TERI and FMD have been affected by servicing and
collections issues, as well as broader issues such as high
consumer debt levels and overall macroeconomic weakening (e.g. due
to the effects of the housing crisis).

These factors have led to a significant increase in delinquencies
and defaults, with the deterioration concentrated in the DTC
channel.  Additionally, most expanded tier loans have not yet
entered repayment.  Moody's is therefore concerned that TERI's
credit quality will worsen before it gets better.

Although TERI and FMD are undertaking default mitigation efforts
via revised underwriting and origination practices and a revamping
of the servicing and collections organization, these efforts will
likely take some time to bear fruit in terms of significantly
improved asset quality performance.

                            Liquidity

The increase in defaults and related claim payments by TERI in
particular has had a deleterious effect on TERI's liquidity
position.  Specifically, to the degree that cash balances in
securitization trust pledge funds are insufficient to pay default
claims (the trusts are not cross-collateralized), any deficiencies
must be paid from TERI's unrestricted general account.  As a
direct result of higher trending claims payments, TERI's
unrestricted cash and marketable securities balance has declined
from $126 million at fiscal year end June 30, 2007 to $93 million
at Dec. 31, 2007.

Given the accelerating trend of defaults and claims against TERI's
general account, in the absence of contingent liquidity sources
Moody's is concerned that TERI's liquidity position may become
severely pressured.

The main alternatives TERI has at its disposal to generate
additional cash flow and liquidity include price increases
(guarantee and origination fees), expense reductions, and default
prevention initiatives which will likely take some time to gain
traction.  In the meantime, in Moody's view, TERI has limited
financial flexibility; as a private, not-for-profit enterprise,
the company has few reliable near-term fund raising alternatives.   
These issues will be a key focus of Moody's ongoing review of
TERI's issuer rating.

                   Capital and reserve adequacy

Moody's has highlighted as a key credit concern TERI's modest
capital cushion, which includes a significant element of residual
interests in securitized portfolios that generate no current cash
flows.  In particular, TERI's thin adjusted equity base provides
marginal protection against unexpected losses.  The accelerated
pace of defaults and default claims noted above further heightens
Moody's concern that reserve and capital levels may be inadequate
to protect against unexpected losses.

TERI, based in Boston, Massachusetts, is a not-for-profit
guarantor of private education student loans.  TERI reported
guarantees outstanding totaling $16.2 billion as of Dec. 31, 2007.


EMISPHERE TECH: PricewaterhouseCoopers Raises Going Concern Doubt
-----------------------------------------------------------------
PricewaterhouseCoopers LLP expressed substantial doubt about the
ability of Emisphere Technologies, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  

The auditing firm reported that the company has experienced
sustained operating losses, has limited capital resources, and has
significant future commitments.

The company posted a net loss of $16,928,000 on total sales of
$4,077,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $41,766,000 on total sales of $7,259,000 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $19,481,000
in total assets and $33,155,000 in total liabilities, resulting in
$13,674,000 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at:  http://ResearchArchives.com/t/s?2970  

                   About Emisphere Technologies

Emisphere Technologies, Inc., (NasdaqGM: EMIS) --
http://www.emisphere.com-- a biopharmaceutical company, delivers  
therapeutic molecules and pharmaceutical compounds using its
eligen' technology.  The eligen technology could be applied to the
oral route of administration, as well as the other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal, or
transdermal.  The company's product pipeline includes Oral Salmon
Calcitonin, which is in Phase III clinical trials for the
treatment of osteoporosis and osteoarthritis; Oral Recombinant
Parathyroid Hormone, which is in Phase I clinical trials for the
treatment of osteoporosis; and Oral Heparin that is in Phase III
clinical trials, as well as Oral Low Molecular Weight Heparin that
is in Phase I clinical trials for the treatment of cardiovascular
diseases.
  
Emisphere Technologies, Inc., has collaboration agreements with
Novartis Pharma AG; Roche; and Genta, Inc.  The company was
founded in 1985. It was formerly known as Clinical Technologies
Associates, Inc., and changed its name to Emisphere Technologies,
Inc., in 1991.  The company is headquartered in Cedar Knolls, N.J.


ENCYSIVE PHARMACEUTICALS: KPMG LLP Expresses Going Concern Doubt
----------------------------------------------------------------
KPMG LLP raised substantial doubt about the ability of Encysive
Pharmaceuticals, Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed out that the company has
suffered recurring losses from operations and has a net capital
deficiency.

According to the management, at Dec. 31, 2007, the company had an
accumulated deficit of about $523,000,000, and it had incurred net
losses for the fiscal years ended Dec. 31, 2007, 2006 and 2005.  
As a result, the amount of cash and cash equivalents was around
$20,800,000 at Feb. 29, 2008.

The company posted a net loss of $100,549,000 on total revenues of
$35,922,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $109,250,000 on total revenues of $18,995,000 for the
year ended December 2006.

To date, the company had financed its research and development
activities and other operations primarily through public and
private offerings of common stock, including an equity financing
line with Azimuth and a registered direct offering of common stock
and warrants; proceeds from the issuance and sale of our
Convertible Notes, the Original Argatroban Notes and the currently
outstanding Argatroban Notes; funds received through
collaborations, research agreements, licenses and partnerships;
and royalty revenue from sales of Argatroban and revenues from
sales of Thelin in the EU and Canada.  

The company could issue common stock, debt, or other securities
for gross aggregate proceeds of $38,000,000 pursuant to the
effective shelf registration statement; however, because the FDA
issued the Third Approvable Letter, the company believes that
additional funding will be significantly more difficult to obtain,
and the company cannot assure that such funding will be available
on commercially acceptable terms, if at all.  

In addition, its Merger Agreement with Pfizer prohibits the
company from selling additional equity or debt securities without
Pfizer's consent.  If the acquisition by Pfizer is not completed
and the company is unable to raise significant additional capital
immediately, it will not be able to continue to operate as a going
concern.   Based upon its current cash position, management
believes that the company's existing capital resources are
sufficient to fund its operations into the third quarter of 2008.

At Dec. 31, 2007, the company's balance sheet showed $58,698,000
in total assets and $209,236,000 in total liabilities, resulting
in $150,538,000 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2972

                          About Encysive

Encysive Pharmaceuticals, Inc., (NasdaqGM: ENCY) --
http://www.encysive.com-- a biopharmaceutical company, discovers,  
develops, and commercializes novel synthetic small molecule
compounds for the treatment of various cardiovascular, vascular,
and related inflammatory diseases.  It offers Argatroban, a
synthetic direct thrombin inhibitor, for the treatment of heparin-
induced thrombocytopenia in the United States and Canada; and
Thelin (sitaxsentan sodium), an endothelin receptor antagonist,
for the treatment of pulmonary arterial hypertension in the
European Union and Australia.  It also has three additional
compounds in clinical development, including TBC3711, second-
generation endothelin receptor antagonist; TBC4746, an oral VLA-4
antagonist; and bimosiamose, a selectin antagonist.  In addition,
the company provides other research and development programs for
various cardiovascular and inflammatory diseases.  

Encysive Pharmaceuticals has collaboration and licensing
agreements with Mitsubishi Pharma Corporation; GlaxoSmithKline
plc; Schering Corporation; Schering-Plough, Ltd.; and Revotar
Biopharmaceuticals, AG. The company was founded in 1989.  It was
formerly known as Texas Biotechnology Corporation and changed its
name to Encysive Pharmaceuticals, Inc. in 2003.  Encysive
Pharmaceuticals is headquartered in Houston, Texas.


ENERGYTEC INC: Issues Note in Settlement of "Oil is Fab" Complaint
------------------------------------------------------------------
Energytec Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that effective March 19, 2008,
it entered into a settlement of the legal proceeding entitled, Oil
is Fab & We are Glad LLC, et al v. Energytec Inc., Cause No. 296-
00397-07, in the 296th Judicial District Court of Collin County,
Texas.  Under the settlement, Energytec issued to the plaintiffs
promissory notes in the aggregate principal amount of $1,904,111.  

All principal and interest is due March 19, 2010.  The notes bear
simple interest on the principal amount at the rate of 8% per
annum until paid.  The notes include a special interest payment in
the aggregate amount of $197,819. All principal and interest is
due March 19, 2010.  

Energytec also entered into with the plaintiffs conditional
security agreements that provide Energytec will apply 50% of the
net proceeds from the sale of any of its interest in oil and gas
leases located in Big Horn County, Wyoming to payment of the
promissory notes pro rata on the basis of the ratio of the
principal amount of each plaintiff's note to the aggregate
principal amount of notes issued to all plaintiffs.

As previously disclosed, Oil Is Fab & We Are Glad LLC, a New York
limited liability company and other individual plaintiffs filed on
Feb. 7, 2007, a complaint against Energytec, alleging that
Energytec breached the put option contract relating to common
stock they purchased in November 2005 at a price of $2.75 per
share.  At the time of purchase they were granted a contractual
right to put the shares back to Energytec at a price of $3.75 per
share in November 2006.

Alternatively, plaintiffs claimed that at the time the stock was
sold in 2005, Energytec made negligent misrepresentations with
respect to payment of the put options and were damaged in the
amount $4,252,611, which is the amount they paid for the common
stock.

                       About Energytec Inc.

Energytec Inc. (Other OTC: EYTC.PK) -- http://www.energytec.com/   
-- was formed for the purpose of engaging in oil and gas producing
activities through the acquisition of oil and gas properties that
have previously been the object of exploration or producing
activity, but which are no longer producing or operating due to
abandonment or neglect.  The company owns working interests in
58,602 acres of oil and gas leases in Texas and Wyoming.  The
company also owns a gas pipeline of approximately 63 miles in
Texas and a well service business, a drilling business, and a
sales and distribution business for enhanced oil recovery
chemicals and materials related to well operation services.

                       Going Concern Doubt

Turner, Stone & Company LLP in Dallas, expressed substantial doubt
about Energytec Inc.'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 auditing firm said that the
company does not currently have cash reserves sufficient to meet
its capital and operational expenditure budget of approximately
$22,400,000 for the year ending Dec. 31, 2007.


EQUA-CHLOR: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Equa-Chlor LLC delivered to the U.S. Bankruptcy Court for the
Western District of Washington, in Tacoma, its schedules of assets
and liabilities, disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $51,116,193
   B. Personal Property            $31,868,090
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $54,836,089
      Secured Claims
   E. Creditors Holding                              $320,748
      Unsecured Priority
      Claims
   F. Creditors Holding                           $10,087,325
      Unsecured Nonpriority
      Claims
                                  ------------   ------------
      TOTAL                        $82,984,283    $65,244,163

Equa-Chlor, L.L.C., dba Equa-Chlor Marketing, L.L.C., operates a
chemical manufacturing plant in Longview, Washington.  Equa-Chlor
filed for chapter 11 bankruptcy protection February 15, 2008,
before the U.S. Bankruptcy Court for the Western District of
Washington in Tacoma (Case No. 08-40599).  Bruce W. Leaverton,
Esq., at Lane Powell PC, serves as the Debtor's bankruptcy
counsel.


FINANCIAL GUARANTY: Fitch Slashes Long-term Issuer Rating to 'BB'
-----------------------------------------------------------------
Fitch Ratings downgraded these ratings on FGIC Corporation and its
financial guaranty insurance subsidiaries Financial Guaranty
Insurance Company and FGIC UK Ltd. to the following:

FGIC
FGIC UK Ltd.

  -- Insurer financial strength (IFS) to 'BBB' from 'AA'.

FGIC Corp.

  -- Long-term Issuer to 'BB' from 'A';

  -- $325 million of 6% senior notes due Jan. 15, 2034 'BB'
     from 'A'.

Fitch has also removed the affected ratings from Rating Watch
Negative, where they were originally placed on Dec. 17, 2007.  The
Rating Outlook is Negative.

The downgrade on FGIC is based on Fitch's updated assessment of
the company's capital position, a review by Fitch of FGIC's
updated business plan, consideration of various qualitative
ratings factors, and an update on Fitch's current views of U.S.
subprime related risks.

Fitch believes that FGIC's $5 billion claims paying resources as
of Sept. 30, 2007 is commensurate with capital guidelines for a
'BBB' IFS rating.  In addition, Fitch believes the claims paying
resources fall below the agency's targeted 'AAA', 'AA', and 'A'
IFS ratings ranges by these amounts:

  -- 'AAA' capital shortfall of $5.1 to $5.3 billion;
  -- 'AA' capital shortfall of $3.1 to $3.5 billion;
  -- 'A' capital shortfall of $800 million to $1.7 billion.

Fitch notes that FGIC's future business plans include a focus on
its traditional lower-risk global municipal finance and
infrastructure businesses, while avoiding the more riskier
structured finance business lines.  FGIC has proposed to the New
York Insurance Department a restructuring of its operations
calling for the establishment of a newly licensed insurance entity
that will focus solely on global municipal finance and
infrastructure.  

In the interim, with the loss of its top credit ratings from all
three of the major global rating agencies, an inability to date to
raise new external capital, and a recognition that the company
could fall below prescribed regulatory minimum capital
requirements under New York State Insurance law, FGIC has decided
to cease underwriting new financial guaranty business for a period
of time to preserve capital.  The suspension of new underwritings
should help improve FGIC's capital position as the company will
benefit from the amortization of existing insured obligations,
some of which exhaust a material amount of targeted capital
resources.

Going forward, Fitch believes that it will be very difficult to
stabilize the ratings of FGIC until the company can both raise
external capital and more effectively limit the downside risk from
its SF CDOs through reinsurance or other risk mitigation
initiatives.  Fitch does not anticipate removing the Negative
Rating Outlook over the near-to-intermediate-term until the risk
of loss on the SF CDOs portfolio can be more definitively
quantified.

Furthermore, future rating actions will likely depend on
clarification of FGIC's long-term management and leadership
direction, and demonstration that management can successfully
execute its strategic business plans.  These qualitative business,
management and franchise-related factors will take on added
consideration in future ratings reviews.

Favorably, Fitch notes that FGIC maintains solid liquidity, as the
company would not be expected to pay a majority of its future
claims, particularly on SF CDOs, for many years into the future.   
In addition, FGIC is subject to few collateral posting or
termination provisions that could effectively accelerate the draw
on its existing capital resources.

FGIC has recently filed suit in Supreme Court of the State of New
York against several parties, alleging they fraudulently induced
FGIC to enter into a commitment to issue a financial guaranty
policy.  The financial guaranty policy would cover the risk of
losses on a large SF CDO, known as Havenrock II, which is
deteriorating rapidly.  Projected losses on the Havenrock II
transaction account for a material percentage of the aggregate SF
CDO losses Fitch expects FGIC will incur.  Via the lawsuit, FGIC
is seeking to terminate its commitment.  While Fitch is not in a
position to opine on the validity or merits of the existing legal
dispute, Fitch notes that a ruling in FGIC's favor could
positively impact the company's capital position and credit
ratings in the future.  Fitch believes it could be several years
before the dispute is settled.

Fitch notes that the downgrade incorporates the agency's updated
analysis of FGIC's $12.9 billion gross exposure to SF CDOs, and
the implications this analysis has on Fitch's view of FGIC's
overall capital adequacy position.  Fitch currently believes that
expected losses on FGIC's SF CDO portfolio will ultimately fall
within a range of $2.8 to $3.8 billion.  These totals reflect
Fitch's current estimates of the range of future losses that FGIC
would be expected to incur over the life of these transactions,
stated on a present value basis.  The range of outcomes reflects
the unknown magnitude of residential mortgage losses on SF CDOs
insured by FGIC.  From a present value perspective, Fitch
discounts the expected future loss rates by 5% over a two-year
period for CDO-squareds, five years for mezzanine SF CDOs and
seven years for high-grade SF CDOs.

Fitch's analysis of expected losses includes an assumption that
underlying cumulative loss rates on residential mortgages
supporting outstanding subprime residential mortgage-backed
securities pools will average 21% in the 2006 vintage year and 26%
for the 2007 vintage year.  These assumed cumulative loss rates
are consistent with those currently used by Fitch for its ratings
of outstanding RMBS transactions.

Given Fitch's current projected loss estimates for 2006-2007
vintage subprime RMBS, it is expected that a high percentage of
the underlying tranches that were originally rated below 'AAA'
will potentially default and suffer significant losses.  This
development is expected to result in losses elevating high into
the capital structure for many SF CDOs.  Only those RMBS and SF
CDO transactions from the 2006-2007 vintages that maintained very
healthy levels of initial subordination are expected to avoid
experiencing losses in the future.

Fitch believes for modeling purposes that its expected loss
estimates for SF CDOs fall approximately to an 'A' level ratings
stress.  Accordingly, in order to address the necessary level of
capital to support a financial guarantor at the highest rating
levels, expected losses are further stressed to arrive at 'AA' and
'AAA' capital thresholds.  This is done to capture the risk that
losses could grow higher than expected due to a more severe
downturn in the economy, sharper than expected declines in home
prices, higher than expected loan defaults, or other adverse
developments beyond expectations.  These additional stresses were
included in the capital targets highlighted above.

Fitch's assessment of FGIC's capital adequacy also incorporated
existing deterioration to the company's insured RMBS portfolio,
particularly transactions backed by prime second-lien mortgages,
which totaled approximately $19.1 billion as of Sept. 30, 2007 or
subprime RMBS transactions.  Given current market conditions, many
of these transactions have come under considerable ratings
pressure, which increases capital requirements, and several
transactions are ultimately expected to result in claims.  Stress
related to both SF CDOs and RMBS were largely responsible for FGIC
Corp. posting in the fourth quarter of 2007, loss and loss
adjustment expenses expense of $1.2 billion.  In addition to the
loss and LAE expense, FGIC also took a $751 million permanent
impairment against its SF CDO written via credit derivative
execution.

Fitch will comment on the impact of the downgrade of FGIC's IFS
rating on the ratings of securities insured by FGIC in a separate
release.

FGIC Corp. is a U.S. holding company whose primary operating
financial guaranty subsidiaries are FGIC and FGIC U.K Ltd. For
Dec. 31, 2007, FGIC Corp. reported consolidated assets under
Generally Accepted Accounting Principles of $6.4 billion and
shareholders' equity of approximately $584 million.  On an
aggregated basis, net par outstanding for FGIC totaled
$314 billion as of Dec. 31, 2007.


FINISAR CORP: Had $10.6 Mil. Net Loss for Qtr. Ended Jan. 27, 2008
------------------------------------------------------------------
Finisar Corporation had a $10.6 million net loss on total revenues
of $112.7 million for the three months ended Jan. 27, 2008,
compared to a net income of $396,000 thousand on total revenues of
$107.5 million for the three months ended Jan. 28, 2007.

Total revenues in the third quarter of fiscal 2008 were a record
$112.7 million, up $12.0 million, from $100.7 million in the
second quarter and 4.9% from $107.5 million in the third quarter
of the prior year.  Total revenues from the sale of optical
subsystems reached $103.0 million in the third quarter, up $12.1
million, from $90.9 million in the second quarter and 5.1% from
$98.0 million in the third quarter of the prior year.

The increase in revenues from the sale of optical subsystems was
primarily the result of increased sales of products for 10-40 Gbps
applications.  Sales of network test and monitoring systems of
$9.8 million were unchanged on a sequential basis from the second
quarter and were up $.3 million, or 2.9%, from $9.5 million in the
third quarter of the prior year.

The company's gross profit for the third quarter was $37.6
million, or 33.4% of total revenues, compared to $31.8 million, or
31.6%, in the second quarter and $39.4 million, or 36.6%, in the
third quarter of the prior year.

Profitability in the current quarter reflects non-GAAP operating
expenses of $34.6 million compared to $32.7 million in the second
quarter and $30.9 million compared to the prior year.  An increase
of $1.0 million in research and development expenses compared to
the prior quarter and $2.0 million compared to the prior year
reflects an increase in the level of activity while year-over-year
comparisons are impacted by two acquisitions completed during the
fourth quarter of the prior year.  An increase of $0.8 million in
G&A expense compared to the prior quarter and $1.4 million
compared to the prior year primarily reflects an increase in
expenses associated with the company's ongoing patent litigation.

The company had total assets of $542 million, total liabilities of
$376 million, and a stockholders' equity of $166 million at Jan.
27, 2008, compared to total assets of $528 million, total
liabilities of $357 million, and a stockholders' equity of $171
million at the previous fiscal quarter ended Oct. 28, 2007.

"It was gratifying to see our revenues reach record levels after
spending the last few quarters working our way through several
customer specific issues," said Jerry Rawls, Finisar's CEO.
"Demand for our products for 10-40 Gbps was particularly robust
this past quarter and we expect that demand to remain healthy for
the foreseeable future.  In addition, we will continue to innovate
and introduce new products for both the data center and telecom
markets."

                     About Finisar Corporation

Based in Sunnyvale, California, Finisar Corporation (NASDAQ: FNSR)
-- http://www.finisar.com/-- provides fiber optic components and  
subsystems and network test and monitoring systems.  These
products enable high-speed data communications for networking and
storage applications over Gigabit Ethernet Local Area Networks,
Fibre Channel Storage Area Networks, and Metropolitan Area
Networks using Fibre Chanel, IP, SAS, SATA, and SONET/SDH
protocols.

                           *     *     *

As reported in the Troubled Company Reporter on July 24, 2007,
Finisar Corporation received three substantially identical
purported notices of default from U.S. Bank Trust National
Association, as trustee for the company's 2-1/2% Convertible
Senior Subordinated Notes due 2010, its 2-1/2% Convertible
Subordinated Notes due 2010 and its 5-1/4% Convertible
Subordinated Notes due 2008.

The notices each indicated that, if the company does not cure the
purported default within 60 days, an "Event of Default" would
occur under the respective Indenture.

In the company's 10K filed on Dec. 4, 2007, the company stated
that it instituted a litigation seeking judicial declaration that
the company is not in default under the indentures, in
anticipation of the assertion by the Trustee or the noteholders
that "Events of Default" had occurred, and a potential attempt to
accelerate payment on one or more series of the notes.

The company added that should it be unsuccessful in the
litigation, the Trustee or the noteholders could attempt to
accelerate payment on one or more series of the notes.  As of
Oct. 31, 2007, there was $250.3 million in aggregate principal
amount of notes outstanding and an aggregate of approximately
$558,000 in accrued interest.


FIRST MAGNUS: May Employ Grant Lyon as Restructuring Consultant
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Arizona
granted First Magnus Capital Inc. permission to employ Grant Lyon
as its chief restructuring consultant, effective as of the
petition date.

Mr. Lyon has substantial experience in assisting with the
management of debtors-in-possession and the liquidation of
companies.

As the Debtor's chief restructuring consultant, Mr. Lyon is
expected to:

  a) assist the Debtor on a day to day basis in its Chapter 11
     proceedings;

  b) work with the Debtor's officers, legal and financial advisors
     in developing, confirming and implementing a plan of
     liquidation;

  c) serve as the liquidating trustee of the Debtor, if necessary,
     as part of the plan of liquidation;

  d) assist the Debtor in any litigation, whether as plaintiff or
     defendant;

  e) assist the Debtor's board of directors in the management of
     the accounting and financial reporting requirements of the
     the Debtor; and

  f) perform other services thay may be required as a chief
     restructuring consultant and requested by the Debtor in
     connection with its bankruptcy or operations.

As payment for his services, Mr. Lyon will bill the Debtor at $395
per hour.  Mr. Lyon has received a retainer in the amount of
$20,000 from the Debtor.

Mr. Lyon assured the Court that he does not hold or represent any
interest adverse to the Debtor or its estate, and that he is a
"disinterested person" as such term is defined under Sec. 101(14)
of the bankruptcy code.

First Magnus Capital Inc. is a holding company that fully owns
mortgage banker First Magnus Capital Corp.  First Magnus Capital
Inc. is the former parent company of First Magnus Financial Corp.,
which filed for chapter 11 bankruptcy protection on Aug. 21, 2007.

The company filed for Chapter 11 protection on Feb. 19, 2008  
(Bankr. D. Ariz. Case No. 08-01494).  No trustee, examiner, or
creditors' committee has been appointed in this Chapter 11 case.
Christopher Bayley, Esq. and Jonathan M. Saffer, Esq., at Snell &
Wilmer L.L.P. represent the Debtor in its restructuring efforts.
When the Debtor filed for bankruptcy, it listed estimated assets
and debts of between $10 million to $50 million.


FIRST MAGNUS: May Employ Snell & Wilmer as Bankruptcy Counsel
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Arizona
granted First Magnus Capital Inc. permission to employ Snell &
Wilmer L.L.P. as its bankruptcy counsel.

As the Debtor's bankruptcy counsel, Snell & Wilmer L.L.P. is
expected to:

  a) render legal advice with respect to the powers and duties of
     the Debtor that will continue to liquidate its assets as
     debtor-in-possession;

  b) negotiate and prepare on the Debtors' behalf a plan of
     liquidation, disclosure statement, and all related agreements
     or documents and take any necessary action on behalf of the
     Debtors to obtain confirmation of such plan;

  c) take all necessary action to protect and preserve the estate
     of the Debtor, including the prosecution of actions on the
     Debtors' behalf, the defense of any actions commenced against
     the Debtor, negotiations concerning all litigation in which
     the Debtors are or become involved, and the evaluation and
     objection to claims filed against the estates;

  d) prepare, on behalf of the Debtor, all necessary applications,
     motions, answers, orders, reports and papers in connection
     with the administration of the estate herein, and appear on
     behalf of the Debtor at all Court hearings in connection with
     the Debtor's case;

  e) render legal advice and perform all other legal services in
     connection with the foregoing and in connection with the
     Chapter 11 case; and

  f) perform any other services or representation that may be
     necessary in the conduct of this case.

As compensation for their services, Snell & Wilmer's professionals
bill:

     Attorneys                   Hourly Rate
     ---------                   -----------

     Christopher Bayley, Esq.        $540                 
     Jonathan M. Saffer, Esq.        $295

Snell & Wilmer has received a general retainer from the Debtor of
$100,000, of which a total of $70,036 remains after the payment of  
pre-petition fees and reimbursable expenses incurred prior to
bankruptcy filing.

Jonathan M. Saffer, Esq., an associate with Snell & Wilmer,
assured the Court that the firm does not hold or represent any
interest adverse to the Debtor or its estate, and that the firm is
a "disinterested person" as such term is defined under Sec.
101(14) of the bankruptcy code.

Mr. Saffer can be reached at:

     Jonathan M. Saffer, Esq.
     Snell & Wilmer L.L.P.
     One Arizona Center
     400 E. Van Buren
     Phoenix, AZ 85004-2202
     Tel: (602) 382-6000
     Fax: (602) 382-6070
     email: jmsaffer@swlaw.com

First Magnus Capital Inc. is a holding company that fully owns
mortgage banker First Magnus Capital Corp.  First Magnus Capital
Inc. is the former parent company of First Magnus Financial Corp.,
which filed for chapter 11 bankruptcy protection on Aug. 21, 2007.

The company filed for Chapter 11 protection on Feb. 19, 2008  
(Bankr. D. Ariz. Case No. 08-01494).  No trustee, examiner, or
creditors' committee has been appointed in this Chapter 11 case.
When the Debtor filed for bankruptcy, it listed estimated assets
and debts of between $10 million to $50 million.


FORD MOTOR: Jaguar and Land Rover Sale Won't Affect S&P's Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings and
outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated
B/Stable/B-3) were not affected by Ford's announcement of an
agreement to sell its Jaguar and Land Rover units to Tata Motors
Ltd. (BB+/Watch Neg/--) for $2.3 billion (before $600 million of
pension contributions by Ford for Jaguar-Land Rover).

The sale will bolster Ford's adequate liquidity.  As of Dec. 31,
2007, cash and marketable securities totaled $32.7 billion, and
the company had an $11.5 billion secured revolving credit facility
with $10.9 billion available for use.  There are no financial
maintenance covenants on this facility other than a borrowing-base
calculation, which was not restrictive at year-end 2007.  S&P sees
insignificant risk in Ford's plans to temporarily provide
components and technologies to Jaguar and Land Rover as well as
provide financing for Jaguar and Land Rover dealers and customers
for up to a year.


FORD MOTOR: February 2008 Saw Focus Sales Up By 36 Percent
----------------------------------------------------------
Ford Motor Co.'s new Focus and SYNC are connecting with small car
buyers.  Focus retail sales were up 36% in February -- the fourth
month in a row of higher retail sales.

"The new Focus and SYNC arrived at an opportune time," said Jim
Farley, Ford's group vice president, Marketing and Communications.  
"We needed to raise awareness and consideration among younger
buyers  and Focus and SYNC are getting us back in the game."

Buyers age 16-35 account for 32% of retail sales for the 2008
Focus, compared with 28 percent for the previous model.  Focus is
one of 12 Ford, Lincoln and Mercury models equipped with SYNC, an
affordable, in-car connectivity technology that fully integrates
most Bluetooth-enabled cell phones and MP3 players by voice
activation.

Retail car sales were 4% higher than a year ago paced by the Focus
and the three mid-size sedans -- Ford Fusion, Mercury Milan, and
Lincoln MKZ -- which combined posted a retail sales increase of
7%.

The company at February continued to see higher sales in its:

   * Crossover utility vehicles -- 10%;
   * Ford Edge -- 46%; and
   * Lincoln MKX  -- 22%.

The MKZ and MKX helped Lincoln post higher retail sales in
February -- up 2% -- although total sales were down 11%,
reflecting lower fleet sales.

Among trucks, sales for Ford's F-Series pickup totaled 52,548, off
5% from a year ago.  Sales for Ford's compact pickup, the Ranger,
totaled 7,431, up 27%.

Sales for traditional sport utility vehicles continued to decline
in February as combined sales for the Ford Explorer and
Expedition, Mercury Mountaineer, and Lincoln Navigator were 22%
lower than a year ago.

Ford, Lincoln and Mercury sales totaled 185,294, down 7% compared
with a year ago.  Lower daily rental sales -- down 20% --
accounted for 60% of the decline.

Total Ford Motor Company sales, including Jaguar, Land Rover, and
Volvo, totaled 196,681, also down 7%.

                     North American Production

In the second quarter 2008, the company plans to produce 730,000
vehicles, a level 10% lower than a year ago when the company
produced 811,000 vehicles.  The reduction reflects the current
economic conditions.

In the first quarter 2008, the company plans to produce 685,000
vehicles, unchanged from the previously announced plan.

                        About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor
Company and Ford Motor Credit Company at 'B', and maintained the
Rating Outlook at Negative.

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the United Auto
Workers.


FORTIUS II FUNDING: Seven 2042 Notes Obtain Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Fortius II Funding, Ltd.:

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

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

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

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

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

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

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

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

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

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

Additionally, Moody's downgraded these notes:

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

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

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

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

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


FURLONG SYNTHETIC: Moody's Cuts Rating on Weakened Credit Quality
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Furlong Synthetic ABS CDO 2006-1, Ltd.:

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

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

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

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

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

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

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

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

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

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

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

Class Description: $20,000,000 Combination Securities Due 2046

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

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


GAP INC: Declares Quarterly Cash Dividend of $0.085 Per Share
-------------------------------------------------------------
Gap Inc.'s board of directors voted a quarterly dividend of $0.085
per share payable on April 29, 2008 to shareholders of record at
the close of business on April 8, 2008.

Headquartered in San Francisco, California, Gap Inc. (NYSE: GPS)
-- http://www.gapinc.com/-- is an international specialty   
retailer offering clothing, accessories and personal care products
for men, women, children and babies under the Gap, Banana
Republic, Old Navy, Forth & Towne and Piperlime brand names.  Gap
Inc. operates more than 3,100 stores in the United States, the
United Kingdom, Canada, France, Ireland and Japan.  In addition,
Gap Inc. is expanding its international presence with franchise
agreements for Gap and Banana Republic in Southeast Asia and the
Middle East.

                          *     *     *

Moody's Investor Service placed Gap Inc.'s corporate family,
senior unsecured debt and probability of default ratings at 'Ba1'
in February 2007.  The ratings still hold to date with a stable
outlook.


GELALDINE BUDWICK: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Gelaldine Budwick
        21651 Quail Court
        Kildeer, IL 60047

Bankruptcy Case No.: 08-07174

Chapter 11 Petition Date: March 26, 2008

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Paul M. Bach, Esq.
                     (paul@bachoffices.com)
                  1955 Shermer Road, Suite 150
                  Northbrook, IL 60062
                  Tel: (847) 564-0808
                  Fax: (847) 564-0985
                  http://www.bachoffices.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:    $500,000 to $1 million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service 2006  Income Taxes          $4,128
P.O. Box 21126
Philadelphia, PA 19114


GENCORP INC: February 29 Balance Sheet Upside-Down by $35 Million
-----------------------------------------------------------------
GenCorp Inc.'s balance sheet at Feb. 29, 2008, showed total assets
of $995.6 million and total liabilities of $1.030 billion,
resulting to a total shareholders' deficit of $35 million.

The company reported results for the first quarter ended Feb. 29,
2008.  Net income for the first quarter of 2008 was $3.0 million
compared to net income of $28.5 million for the first quarter of
2007.

The first quarter of 2007 results include a $31.2 million gain in
discontinued operations from a negotiated early retirement of a
seller note and an earn-out payment associated with the
divestiture of the Fine Chemicals business in November 2005.

"We are pleased with Aerojet's sales growth in the first quarter,"
Scott Neish, GenCorp's interim president and chief executive
officer, said.  "The year-over-year increase represents a good
start to 2008 in meeting the challenge of replacing the financial
impact of our successful Titan engine program.

"With respect to our real estate segment, the recent release of
2,300 acres of land in our Rio del Oro project by the California
Department of Toxic Substances Control from environmental order
marked an important milestone in returning this land to productive
use," Mr. Neish concluded.  "We continue to seek entitlements on
approximately 6,400 acres of excess Sacramento land, enhancing the
long-term value of our excess real estate holdings."

                       Shareholder Agreement

On March 5, 2008, the company entered into a second amended and
restated shareholder agreement with Steel Partners II L.P. with
respect to the election of directors for the 2008 Annual Meeting
and certain other related matters.  The company expects to incur a
charge in the range of $11 million to $15 million in the second
quarter of 2008.  

The charge includes costs associated with Terry L. Hall's
executive severance agreement, increases in pension benefits
primarily for the company's officers, and accelerated vesting of
outstanding stock-based payment awards.

As a result of the shareholder agreement, the company was required
to fund into a grantor trust on March 12, 2008, from cash on hand,
an amount equal to $34.8 million, which represents the liabilities
associated with the Benefits Restoration Plan and the amounts that
would be payable to certain officers of the company who are party
to the executive severance agreements in the event of qualifying
terminations of employment after a change of control of the
company.

                             Liquidity

Total debt decreased slightly to $445.4 million at Feb. 29, 2008,
from $446.3 million at Nov. 30, 2007.  Cash balances at Feb. 29,
2008, decreased to $72.5 million compared to $92.3 million at
Nov. 30, 2007.  

Total debt less cash increased to $372.9 million at Feb. 29, 2008,
from $354.0 million as of Nov. 30, 2007.  The $18.9 million
increase in total debt less cash is primarily the result of cash
usage due to increased working capital and capital investment
needs in the Aerospace and Defense segment and interest payments.
As of Feb. 29, 2008, the company had $72.4 million in outstanding
letters of credit issued under the $125.0 million letter of credit
subfacility and the company's $80.0 million revolving credit
facility was unused.

                          About GenCorp

Headquartered in Rancho Cordova, California, GenCorp Inc.
(NYSE:GY) -- http://www.gencorp.com/-- manufactures aerospace and   
defense systems with a real estate segment that includes
activities related to the entitlement, sale, and leasing of its
excess real estate assets.  The company's operations are organized
into two segments: aerospace and defense, and real estate.   
Aerospace and defense includes the operations of Aerojet-General
Corporation, which develops and manufactures propulsion systems
for defense and space applications, armament systems for precision
tactical weapon systems and munitions applications.  Its primary
customers served include major prime contractors to the United
States government, the Department of Defense, and the National
Aeronautics and Space Administratio.  Real estate includes
activities related to the entitlement, sale, and leasing of its
excess real estate assets.

                           *     *     *

As reported in the Troubled Company Reporter on March 13, 2008,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on GenCorp Inc.  At the same
time, the outlook was revised to negative from stable.


GENER8XION ENT: Jan. 31 Balance Sheet Upside-Down by $988,195
-------------------------------------------------------------
Gener8Xion Entertainment Inc.'s consolidated balance sheet at
Jan. 31, 2008, showed $2,841,582 in total assets and $3,829,777 in
total liabilities, resulting in a $988,195 total stockholders'
deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,340,614 in total current assets
available to pay $3,829,777 in total current liabilities.

The company reported a net loss of $621,284 on total revenues of
$378,881 for the first quarter ended Jan. 31, 2008, compared with
net income of $1,376,215 on total revenues of $2,767,524 for the
first quarter ended Jan. 31, 2007.

The loss is primarily due the decrease in film revenue earned on
the release of the movie, "One Night with the King," which was
released in October of 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?299e

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Feb. 21, 2008,
Los Angeles-based Farber Hass Hurley & McEwen LLP expressed
substantial doubt about Gener8Xion Entertainment Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Oct. 31,
2007.  The auditing firm's pointed to the company's operating
losses since inception.

                  About Gener8Xion Entertainment

Based in Burbank, California, Gener8Xion Entertainment Inc.
(OTC BB: GNXE.OB) -- http://www.8x.com/-- is an integrated media   
company engaged in various operating activities including film and
television production and distribution, sales and rentals of film
and video equipment, systems integration and studio facility
management.


GENTA INC: Deloitte & Touche Expresses Going Concern Doubt
----------------------------------------------------------
Deloitte & Touche LLP raised substantial doubt about the ability
of Genta Incorporated to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditing firm  pointed to the company's
recurring losses from operations and negative cash flows from
operations.

The company posted a net loss of $23,320,000 on $0.00 sales for
the year ended Dec. 31, 2007, as compared with a net loss of
$56,781,000 on $0.00 sales in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $29,293,000
in total assets, $26,362,000 in total liabilities and  $2,931,000
in stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2973

                          About Genta Inc.

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

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


GLENSHAW GLASS: Changes Name to Kelman Bottles
----------------------------------------------
Kelman Bottles LLC is the new name of the former Glenshaw Glass
Company and officially begins a new chapter of glassmaking in
Pittsburgh.  Kelman Bottles occupies 100,000 square feet in the
former Glenshaw plant along Route 8 in Glenshaw, Pennsylvania.  
The company produces 3 colors of glass -- amber, flint and green.

Glassmaking was one of Pittsburgh's earliest industries.  By 1870,
there were over sixty factories in the region producing half of
the nation's glass supply.  In the past 50 years, foreign
competition has forced many domestic glass companies to close.
Kelman Bottles is committed to reversing the trend.

There is significant demand for glass containers from buyers
ranging from the largest breweries and wineries to local,
independent producers.  According to owner William Kelman "Demand
is coming from the food and beverage industries which have seen a
number of glass producers cease operations in recent years.  The
glass companies remaining are benefiting from the reduced number
of domestic suppliers."

                      Creation of 120 Jobs

Kelman Bottles currently produces 220 tons of glass per day and
employs more than 100 people.  Immediate plans are to restore two
additional furnaces, which would create another 120 jobs in the
community.  A major reason for Kelman Bottles' willingness to
invest in Western Pennsylvania is the experience, skill and
dedication of the employees.  Many of the company's employees have
more than thirty years of glass industry experience.

Kelman Bottles plays an important role in the environmental
movement in the community by recycling glass.  Currently only 25%
of glass bottles are recycled in Pennsylvania compared to over 80%
in Europe and Canada.  "A key to our success will be the use of
recycled glass.  You will see us working to reduce the glass that
goes into landfills.  Our hope is that we can help Pennsylvania
not only match the recycling rates in Europe but exceed them," Mr.
Kelman states.

As an independent glass company in an industry dominated by a
small number of major players, Kelman Bottles is comfortable in
its role as a niche supplier.  "Having acquired a shuttered glass
plant, our initial focus was to bring in orders and get the plant
making bottles again.  Our team has been successful in doing both.
Our mission going forward is simple -- "We aim to be the best -
not the biggest."

               About Glenshaw Glass/Kelman Bottles

Allison Park, Pennsylvania-based GGC LLC, aka Glenshaw Glass
Company faced an involuntary chapter 7 petition on Feb. 1, 2005
(Bankr. W.D. Penn. Case No. 05-21071) by TIN Inc., d/b/a Temple-
Inland, Pro-Tec Partitons Inc., and Terlyn Industries Ltd.  Judge
M. Bruce McCullough presides the case.  David K. Rudov, Esq., at
Rudov & Stein represents the petitioning creditors who have an
aggregate claim of more than $1 million.

Pittsburgh Business Times reported on March 20, 2008, that
Glenshaw Glass Company was liquidated under chapter 11 of the U.S.
Bankruptcy Code in 2006.

Now known as Kelman Bottles -- http://kelmanbottles.com/-- the  
company produces glass containers for the food and beverage
industry in the US, Canada and Mexico.


GLOBAL PAYMENT: Inks Securities Purchase Pacts with 3 Investors
---------------------------------------------------------------
Global Payment Technologies Inc. disclosed in a regulatory filing
with the Securities and Exchange Commission Tuesday that it has
entered into securities purchase agreements and common stock
purchase warrants with David Mark Crompton, through Ydra Pty Ltd
as purchaser, Steven Hugh Crisp and Richard and Luisa Soussa.  The
transactions closed Feb. 20, 2008, March 13, 2008, and March 14,
2008, respectively.

The securities purchase agreements for David Crompton, Steven
Crisp and Richard Soussa provide for the purchase of 200,000,
500,000 and 250,000 shares, respectively, of GPT common stock at
$0.20 per share in cash.

In addition each investor received warrants to purchase an
additional 200,000; 500,000 and 250,000 shares, respectively, of
GPT common stock at $0.28 per share.  The warrants expire in
March 2012.

The transactions contemplated by the Purchase Agreement are exempt
from the registration requirements pursuant to Section 4(2) and
Regulation D of the Securities Act of 1933, as amended.

                      About Global Payment

Headquartered in Bohemia, New York, Global Payment Technologies
Inc. (NasdaqCM: GPTX) -- http://www.gptx.com/-- designs,    
manufactures, and markets automated currency acceptance and
validation systems used to receive and authenticate currencies in
a variety of payment applications worldwide.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 31, 2008,
New York-based Eisner LLP expressed substantial doubt about Global
Payment Technologies Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.  The auditing firm pointed to
Global Payment's recurring losses and deficiencies in cash flows
from operations.


GOLD CENTER: Gets OK to Hire Landrau Rivera as Counsel
------------------------------------------------------
Gold Center, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Noemi
Landrau Rivera, Esq., at Landrau Rivera & Assoc., in Guaynabo,
Puerto Rico, as its bankruptcy counsel.

Gold Center requires the assistance of legal counsel to properly
administer the  bankruptcy proceeding, present a disclosure
statement and propose a confirmable bankruptcy plan.

As counsel Landrau Rivera will:

   a) advise the debtor with respect to its duties, powers and
responsibilities in the case under the laws of the United States
and Puerto Rico in which the debtor-in-possession conducts its
business, or is involved in litigation;

   b) advise the debtor in connection with a determination whether
a reorganization is feasible and, if not, aiding debtor in the
orderly liquidation of its assets;

   c) assist the debtor with respect to negotiations with
creditors for the purpose of arranging the orderly liquidation of
assets or for proposing a viable plan of reorganization;

   d) prepare on behalf of the debtor the necessary complaints,
answers, orders, reports, memoranda of law or any other legal
papers or documents;

   e) appear before the Bankruptcy Court, or any court in which
the debtor asserts a claim interest or defense directly or
indirectly related to the bankruptcy case;

   f) perform other legal services for debtor as may be required
in the proceedings or in connection with the operation of and
involvement with debtor's business, including but not limited to
notarial services;

   g) employ other professional services as necessary to complete
debtor's financial reorganization with Chapter 11 of the
Bankruptcy Code.

Noemi Landrau Rivera, Esq., will be paid $175 an hour for her
services.  An Associate Staff Attorney at the firm will be paid
$125 an hour.  Legal and Financial Assistants will be paid $75 per
hour.  The firm will also be reimbursed for actual out-of-pocket
expenses.

The parties have agreed to a $6,000 retainer, which was paid
before the filing of the petition.

Gold Center attests that Noemi Landrau Rivera, nor her employees
have any connection with the debtors, the creditors, any party-in-
interest, their attorneys, their accountants and the U.S.
Trustee's Office.  Mrs. Landrau represents Chapter 7 trustees who
have been appointed to the Panel of private trustees for the
Judicial District of Puerto Rico under the supervision of the
Office of the United States Trustee.  The Debtor attests that her
engagement as attorney for Chapter 7 Trustees does not constitute
or represent an adverse interest to the estate.

Noemi Landrau Rivera and Landrau Rivera & Assoc. are disinterested
persons within the definition provided by 11 U.S.C. Section
101(14), the Debtor states.

Gold Center Inc., filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code on February 13, 2008, before the
U.S. Bankruptcy Court for the District of Puerto Rico in Old San
Juan (Case No. 08-00815).  The Debtor continues to manage its
properties and operate its business as debtor-in-possession.  Gold
Center disclosed $1 mllion to $100 million in estimated assets and
debts when it filed for bankruptcy.


GOLD CENTER: Sec. 341 Meeting Rescheduled to April 11
-----------------------------------------------------
The meeting of creditors in Gold Center Inc.'s chapter 11 cases
has been rescheduled to April 11, 2008, at 10:00 am.  The meeting
will be held at the Ochoa Building, First Floor, 500 Tanca SL
Corner of Tanca and Comercio St., in Old San Juan, Puerto Rico.

The meeting was originally set for March 24, 2008 at 1:30 p.m.

Noemi Landrau Rivera, Esq., at Landrau Rivera & Assoc., in
Guaynabo, Puerto Rico, the Debtor's counsel, did not disclose the
reason for the adjournment.  Ms. Rivera signed the rescheduling
notice.

Gold Center Inc., filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code on February 13, 2008, before the
U.S. Bankruptcy Court for the District of Puerto Rico in Old San
Juan (Case No. 08-00815).  The Debtor continues to manage its
properties and operate its business as debtor-in-possession.  Gold
Center disclosed $1 mllion to $100 million in estimated assets and
debts when it filed for bankruptcy.


GRAHAM HOUSING: Moody's Holds Ba3 Rating on Housing Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating of the Graham
Housing Authority Mortgage Revenue Bonds (Section 8 Assisted
Project - Ralph Clayton Homes), Series 1978.  The outlook on the
bonds remains negative.

The rating affirmation is based on fiscal year 2006 debt service
coverage of 0.76x.  The negative outlook is based on Moody's
projection that the debt service coverage will continue to weaken
over the remaining life of the bonds, which mature on May 1, 2009.

Ralph Clayton Homes is a 100-unit apartment complex for the
elderly and handicapped located in Graham, North Carolina.

Legal security: The bonds are special obligations of the Issuer
payable solely from project revenues and secured by the Trust
Estate.

Interest rate derivatives: None

                              Strengths

  -- The fully funded debt service reserve fund of $163,875 is 58%
     of the total debt outstanding of $285,000 providing a large
     cushion to cover shortfalls through bond maturity on May 1,
     2009;

  -- Reserve for replacement fund is funded at $62,155 and is
     available to cover necessary capital expenditures that may
     occur prior to the maturity of the bonds;

  -- Strong occupancy rate of 99% as of Dec. 31, 2007 and
     contract rents that are 64% of fair market rents.

                             Challenges

  -- Significantly weakened financial position resulting in debt
     service coverage of 0.76x as of Dec. 31, 2006 audited
     financials.  Unaudited financials from Dec. 31, 2007 show a
     continued decline in financial performance.  The continued
     weak coverage is due to large expense increases, particularly
     administrative expenses.

                              Outlook

The outlook on the bonds is negative due to the fact that Moody's
does not believe that coverage will improve significantly and will
likely continue to erode.

                 What could change the rating - Up

A significant and sustained increase in debt service coverage.

                What could change the rating - Down

A tap of the of debt service reserve.

                           Key indicators

  -- Recent Reported Occupancy: 99% (as of Dec. 31, 2007)

  -- HAP expiration: May 1, 2009

  -- Debt Maturity: May 1, 2009

  -- 1 bedroom Contract Rent as % of 2008 HUD FMR: 64%

  -- Debt Service Coverage: 0.76x (as of Dec. 31, 2006)

  -- Debt per Unit $5,350

  -- Flow of Funds: Closed loop


GRAND AVENUE: Moody's Cuts Ratings on Seven Classes of 2052 Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Grand Avenue CDO III, Ltd.:

Class Description: $670,300,000 Class A-1 Floating Rate Notes Due
2052

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

Class Description: $79,400,000 Class A-2 Floating Rate Notes Due
2052

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

Class Description: $41,650,000 Class A-3 Floating Rate Notes Due
2052

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

Class Description: $28,900,000 Class B Floating Rate Notes Due
2052

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

Class Description: $13,600,000 Class C-1 Deferrable Floating Rate
Notes Due 2052

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

Class Description: $2,550,000 Class C-2 Deferrable Floating Rate
Notes Due 2052

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

Additionally, Moody's downgraded these notes:

Class Description: $4,600,000 Class D Deferrable Floating Rate
Notes Due 2052

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

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


GSC CAPITAL: High Delinquencies Cues Moody's 11 Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 11 tranches
from two transactions issued by GSC Capital in 2006.  Six
downgraded tranches remain on review for possible further
downgrade.  Additionally, 4 tranches were placed on review for
possible downgrade.  The collateral backing these transactions
consists primarily of first-lien, adjustable-rate, Alt-A mortgage
loans.

The ratings were downgraded or placed on review for possible
downgrade, in general, based on higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to credit enhancement levels.  The actions described
below are a result of Moody's on-going review process.

Issuer: GSC Capital Corp. Mortgage Trust 2006-1

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

  -- Cl. A-3, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. M-1, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Ca from Ba1

  -- Cl. M-4, Downgraded to Ca from B3

Issuer: GSC Capital Corp. Mortgage Trust 2006-2

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

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Ba1

  -- Cl. M-6, Downgraded to Ca from Ba3

  -- Cl. M-7, Downgraded to Ca from Caa2


HAMILTON GARDENS: Moody's Cuts Ratings on Five 2046 Note Classes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Hamilton Gardens CDO Ltd.:

Class Description: Up to $315,000,000 Class A-1 Floating Rate
Variable Funding Notes Due 2046

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

Class Description: $54,250,000 Class A-2 Floating Rate Notes Due
2046

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

Class Description: $56,500,000 Class B Floating Rate Notes Due
2046

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

Class Description: $25,000,000 Class C Deferrable Floating Rate
Notes Due 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $27,500,000 Class D Deferrable Floating Rate
Notes Due 2046

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

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


HARMONY HOLDINGS: U.S. Trustee Appoints 3-Member Committee
----------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors in Harmony Holdings, LLC's bankruptcy case:

   1. Alan Wheeler
      33 Bridge View Rd.
      Georgetown, SC 29440
      Tel: (336) 382-8000
      Fax: (843) 436-0464

   2. Daniel Skerman
      779 Old Town Blvd.
      Georgetown, SC 29440
      Tel: (843) 461-0600

   3. Anthony Tocco
      425 N. Peninsula Dr. - Suite A
      Daytona Beach, FL 32118
      Tel: (386) 679-7622
      Fax: (386) 672-8878


HARMONY HOLDINGS: Gets OK to Employ Barton Law Firm as Counsel
--------------------------------------------------------------
Harmony Holdings, LLC, through its managing and single member,
William T. Casey, sought and obtained permission from the United
States Bankruptcy Court for the District of South Carolina to
employ Barbara George Barton and the Barton Law Firm, P.A. as its
legal counsel.

The Debtor selected Firm because of its experience and expertise
in connection with Chapter 11 bankruptcy matters.  The Debtor
notes that Ms. Barton has 30 years experience in Chapter 11
bankruptcy matters and is certified as an expert in business
bankruptcies by both the American Bankruptcy Institute and the
Supreme Court of South Carolina.

Ms. Barton discloses that William E.S. Robinson, a previous
partner in the Firm, was appointed by the U.S. Trustee's Office as
examiner and trustee in various cases prior to his death in June
1993.  G. William McCarthy, Jr., a prior partner in the Firm, has
been appointed by the U.S. Trustee's Office as a trustee in the
case of Leevy's Funeral Home, Inc. (BK NO. 94-75327) and Santee
River Rubber Company, LLC (BK NO. 00-09624-W).  In addition, Julio
E. Mendoza, Jr., a prior partner in the firm, was appointed as a
standing Chapter 12 Trustee for a number of years.

The Debtors notes that because the Firm is engaged in the practice
of bankruptcy law, it has frequent contact in other cases with
parties involved in the practice of bankruptcy law, including the
U.S. Trustee, but does not believe that those connections create
an interest adverse to the Debtor or its estate.

The Debtor also notes that the Firm is engaged to represent
Spanish Moss, LLC, a Debtor in a related case.  Spanish and
Harmony are separate LLCs but both have the same single member,
William T. Casey.  Although the two LLCs have separate tax ID
numbers, they have been operated as a single entity for many
years.

Spanish has no employees. All of the work done for Spanish is
provided by Harmony.  Spanish has no ongoing expenses.  All of its
expenses are paid by Harmony.

Upon the sale of any of the Spanish assets, all of the net
proceeds are paid to Harmony.

The tax returns filed by Harmony incorporate Spanish as a wholly
owned entity of Spanish.  Spanish does not file its own tax
returns.

The secured obligations of Harmony are cross-collateralized with
the assets of Spanish and the secured obligations of Spanish are
cross-collateralized with those of Harmony.

The books and records reveal no amounts due to and from Spanish
and Harmony, but those books and records are maintained as if the
LLCs are one single entity.

Spanish has no unsecured creditors.

Despite the connections, the Debtor believes that the Firm does
not hold or represent an interest adverse to the Debtor or the
estate of the Debtor and that the Firm is a disinterested person
as that term is defined in 11 U.S.C. Section 101(14).

Moreover, the Debtor believes the Firm has no connection with the
creditors or any other party-in-interest, their attorneys and
accountants, the U.S. Trustee, or any person employed in the
office of the U.S. Trustee.

The Firm will be paid for its services pursuant to its regular
hourly rates as set forth in the parties' retainer agreement.

                    About Harmony Holdings LLC

Headquartered in Georgetown, South Carolina -- Harmony Holdings
LLC owns and manages real estate.  The company and one affiliate
filed for protection on Jan. 31, 2008 (Bankr. D.C.S.C. Case No.
08-00599).  Barbara George Barton, Esq. represents the Debtor in
its restructuring efforts.  When the company filed for protection
against it creditors, it listed $112,567,540 total assets and
$48,088,073 total debts.


HUGHES NETWORK: Net Income Rose Up 161% to $50 Million in 2007
--------------------------------------------------------------
Hughes Communications, Inc. reported financial results for the
fourth quarter and year ended Dec. 31, 2007.

The company's consolidated operations are currently classified
into four reportable segments: North America VSAT; International
VSAT; Telecom Systems; and Corporate and Other.  The North America
VSAT, International VSAT and Telecom Systems segments represent
all the operations of Hughes Network Systems, LLC, Hughes'
principal operating subsidiary.

The company and its affiliates reported a net income of $43.5
million on $970.6 million of total revenues for the year ended
Dec. 31, 2007, compared to 2006 where the group incurred a net
loss of $39.1 million on total revenues of $858.6 million.

The group had $1.1 billion in total assets, $859.1 million in
total liabilities, and a stockholders' equity of $247.4 million at
Dec. 31, 2007, compared to total assets of $912.3 million, total
liabilities of $709.4 million, and a stockholders' equity of
$198.3 million at Dec. 31, 2006.

"HNS delivered strong financial results in 2007," said president
and chief executive officer, Pradman Kaul.  "Revenues increased
by 13% over 2006 to US$970 million and our profitability in 2007
was also very strong.  Operating Income for the year was US$90
million, a growth of 56% over 2006; EBITDA increased by 28% to
US$139 million in 2007 over 2006, and Net Income increased by
161% to US$50 million.  All of the segments showed robust
growth.  The major revenue growth contributors were the
consumer, international and the mobile satellite markets with
growth rates of 13%, 11% and 77% respectively in 2007 over 2006.  
The consumer base grew to 379,900 subscribers at Dec. 31, 2007,
a growth of 16% over the subscriber base at Dec. 31, 2006.  Our
North America and International enterprise groups provided a
solid revenue base contributing in aggregate over half of HNS'
total revenue in 2007.  I am also very pleased to report that we
were awarded a record US$1.1 billion of new orders in 2007
representing a growth of 30% over 2006."

"These impressive full-year results were a result of sustained
quarterly performances, including a strong fourth quarter,"
continued Mr. Kaul.  "We grew fourth quarter 2007 Revenues by
15%, Operating Income by 39% and Net Income by 95% over the
fourth quarter of 2006.  The revenue growth engines in the
fourth quarter of 2007 were the consumer, international, and
mobile satellite markets with growth rates of 14%, 25% and 52%
respectively over the fourth quarter of 2006.  We were awarded
US$333 million of new orders in the fourth quarter of 2007,
including significant orders from Camelot, State Bank of India,
Best Western, Sherwin Williams, Walmart, Blockbuster, Hess, BP,
Harris and Hughes Telematics."

Some of the company's selected highlights:

   -- Hughes Network Systems, LLC accepted the in-orbit handover
      of the SPACEWAY(TM) 3 commercial communications satellite
      from Boeing. HNS will utilize the Boeing-built satellite
      to provide HughesNet(R) broadband satellite services
      throughout North America.  The satellite is currently
      going through the system testing phase and the company
      expects to commence service later in the first quarter of
      2008.

   -- Hughes Network Systems' wholly owned European subsidiary
      Hughes Network Systems Ltd. signed an amendment to the
      contract previously executed in August 2007 with U.K.
      lottery operator Camelot PLC for providing managed network
      services for over 27,000 lottery sites in the U.K.  The
      amendment extends the contract's term to 10 years and also
      provides additional functionality.  This brings the total
      value of the 10 year contract to over US$150 million
      making it the largest single order awarded to Hughes
      Network Systems in 2007.

   -- Hughes entered into a definitive agreement to acquire
      Helius, Inc., a portfolio company of Canopy Ventures. The
      acquisition will combine the skills of Helius, a
      recognized leader in providing business IPTV solutions for
      applications such as training, corporate communications
      and digital signage, with the extensive broadband
      networking experience and customer base of Hughes.  Hughes
      plans to deploy Helius' innovative IP video technologies
      to enhance its existing HughesNet service offerings.

   -- Hughes Network Systems signed an agreement with Dow
      Electronics to be a distributor of HughesNet satellite
      broadband Internet service in the Southeastern United
      States, home to many consumers who are not served by high-
      speed landline Internet providers. Under the terms of the
      agreement, Dow Electronics will market primarily to
      retailers in Florida, Alabama, Georgia, Mississippi,
      Louisiana, South Carolina, North Carolina, Arkansas,
      Tennessee, Puerto Rico and the U.S. Virgin Islands who
      will sell and install the HughesNet satellite broadband
      access service.

   -- Hughes Network Systems signed an agreement with CVS
      Systems, Inc. to be a distributor of HughesNet satellite
      broadband Internet service in the Midwest and Great Lakes
      region of the country, home to many consumers who are not
      served by high-speed landline Internet providers.  Under
      the terms of the agreement, CVS will market primarily to
      retailers in Illinois, Indiana, Kansas, Kentucky,
      Michigan, Missouri and Ohio who will sell and install the
      HughesNet satellite broadband access service.

Mr. Kaul said, "We are very pleased with the strong and balanced
financial results that we have delivered in 2007.  We are
currently at an advanced stage in the in-orbit system testing of
SPACEWAY 3 and we are looking forward to commencing service on
SPACEWAY 3 by the end of this quarter.  We expect that SPACEWAY 3
will provide us significant cost benefits and also open up new
revenue opportunities going forward in the North American
enterprise and consumer markets.  We have a robust orders backlog
coming into 2008 as a result of an outstanding new orders
performance in 2007.  All of these have positioned HNS very well
for 2008 and beyond."

Commenting on Hughes' financial performance, executive vice
president and chief financial officer, Grant Barber said, "Our
revenue and profitability showed strong growth in the fourth
quarter of 2007.  For the twelve months ended December 2007,
Hughes delivered earnings per share of US$2.26 compared to a
loss of US$2.43 in the same period in 2006, both on a fully
diluted basis.  We also generated cash from operations of US$93
million in 2007 and closed the year with a healthy consolidated
cash and marketable securities position of US$151 million."

                  About Hughes Network Systems

Based in Germantown, Maryland, Hughes Network Systems LLC
(NASDAQ:HUGH) -- http://www.hughes.com/-- a wholly owned  
subsidiary of Hughes Communications Inc., provides broadband
satellite networks and services for large enterprises,
governments, small businesses, and consumers.  Hughes offers
complete turnkey solutions, including program management,
installation, training, maintenance and support-for professional
and rapid deployment anywhere, worldwide.  The company owns and
operates a global base of HughesNet shared hub services
throughout the United States, Brazil, China, Europe, and India.  
In Europe, Hughes maintains operations facilities and sales
offices in Germany, U.K., Italy, Czech Republic, and Russia.

                          *     *     *

Moody's Investors Service assigned a B1 rating to Hughes Network
Systems LLC's proposed US$115 million senior unsecured term
loan, due 2014.  In addition, the ratings agency affirmed the B1
corporate family rating, the B1 rating on the existing US$450
million senior notes due 2014 and the Ba1 rating on the US$50
million senior secured revolving credit facility.  The proceeds
of the new term loan will be used primarily to fund capital
expenditures and for general corporate purposes.


INDEPENDENCE V CDO: Moody's Cuts Ratings on Three Classes of Notes
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of three classes of
notes issued by Independence V CDO, Ltd., and left on review for
possible further downgrade the rating of two of these classes.  
The notes affected by this rating action are:

Class Description: the $84,000,000 Class A-2A Second Priority
Senior Secured Floating Rate Notes Due 2039

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: the $15,000,000 Class A-2B Second Priority
Senior Secured Floating Rate Notes Due 2039

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: the $56,400,000 Class B Senior Secured Floating
Rate Notes Due 2039

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on March 3,2008, of an event of default
described in Section 5.1(i) of the Indenture dated Feb. 25, 2004.

Independence V CDO, LTD is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.

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

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


INFE HUMAN: Management Says Auditors Issued Going Concern Opinion
-----------------------------------------------------------------
The management of Infe Human Resources, Inc., said that its
"auditors issued a going concern opinion for the fiscal years
ended Nov. 30, 2007, and 2006."  

The company, however, was not able to include the report of Miller
Ellin Company, LLP, in its annual report.

Because of the auditing firm's going concern opinion, management
said "that there is substantial doubt that we can continue as an
ongoing business without additional financing and/or generating
profits."

The company has incurred net losses for the years ended Nov. 30,
2007, and 2006, and has accumulated deficit.  However, the company
has realized its first revenue stream and emerged out of the
development stage.  

Presently, with the acquisition of Monarch Human Resources, Inc.,
in December 2005, Express Employment Agency Corp. in March 2006
and Cosmo Temp, Inc., and Mazel Temp, Inc., in June 2006, the
company has the revenue stream necessary to operate and develop
its business.  Since these are newly acquired businesses, it
cannot currently ascertain the consistency of the revenue stream
with any degree of certainty.

Management believes that Infe Human's capital requirements will
depend on many factors including the success of its product
development efforts.  With the business plan being followed,
management believes along with working capital being raised that
the operations and sales will make the company a viable entity
over the next 12 months.

                            Financials

For the year ended Nov. 30, 2007, the company posted a net loss of
$2,046,050 on revenues of $8,603,150 as compared with a net loss
of $291,193 on revenues of $6,407,963 in the same period in 2006.

At Nov. 30, 2007, the company's balance sheet showed $3,761,8003
in total assets, $3,702,217 in total liabilities, and $59,586 in
total stockholders' equity.

The company had $250,437 in total stockholders' equity at Nov. 30,
2006.

The company's balance sheet at Nov. 30, 2007, showed strained
liquidity with $1,383,256 in total current assets available to pay
$3,496,468 in total current liabilities.

The company's accumulated deficit at Nov. 30, 2007, reached
$3,884,868 as compared with $1,838,818 at Nov. 30, 2006.

                         Subsequent Event

The company issued on Jan. 31, 2008, three Callable Secured
Convertible Notes totaling $284,811 to three of the holders of the
company's Convertible Notes.  This amount represents the unpaid
interest on the related Convertible Notes.  Such Callable Secured
Convertible Notes mature on Jan. 31, 2011, bear interest at 2%,
and are convertible into common stock of the company based on
formulae included in the document.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?295a

Infe Human Resources, Inc., offers corporate financial consulting,
merchant banking and employment-staffing services.  The staffing
services include both temporary and permanent placement for both
professional and non-professional employment.


INSMED INC: Ernst & Young Expresses Going Concern Doubt
-------------------------------------------------------
Richmond, Va.-based Ernst & Young LLP raised substantial doubt
about the ability of Insmed Incorporated to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  The auditor pointed to the
company's recurring operating losses and negative cash flows from
operations.

The company said that its ability to continue as a going concern
is dependent upon its ability to take advantage of raising capital
through securities offerings, debt financing, and partnerships and
use these sources of capital to fund operations.  Management is
focusing on raising capital through any one or more of these
options.

The company posted a net loss of $19,962,000 on total revenues of
$7,529,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $56,139,000 on total revenues of $991,000 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $19,500,000
in total assets, $8,012,000 in total liabilities, and $11,488,000
in stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2953  

                           About Insmed

Insmed Incorporated, (NasdaqCM: INSM) -- http://www.insmed.com --  
a biopharmaceutical company, develops and commercializes drugs to
treat metabolic diseases, endocrine disorders, and oncology.  Its
lead product candidate IPLEX, a recombinant protein product
candidate, is in Phase II clinical trials for the treatment of
myotonic muscular dystrophy, the common form of adult-onset
muscular dystrophy.  The company has license and collaborative
agreements with Fujisawa Pharmaceutical Co., Ltd. to use IGF-I
therapy for the treatment of extreme or severe insulin resistant
diabetes; and a license to Pharmacia AB's portfolio of regulatory
filings pertaining to rhIGF.  Insmed was founded in 1999 and is
headquartered in Richmond, Va.


INVERNESS MEDICAL: Closes Three U.S. Facilities and Cuts Jobs
-------------------------------------------------------------
Inverness Medical Innovations Inc. said that as part of its
continuing efforts to streamline its worldwide operations for the
purpose of lowering operating costs and improving margins, it has
commenced a process to close two facilities in the San Francisco
area which currently house its Cholestech and HemoSense operations
and a manufacturing plant in Louisville, Colorado, which produces
its BioStar OIA product lines.

The Cholestech operation, which was acquired by Inverness in
September 2007 and manufactures and distributes the Cholestech LDX
system, a point-of-care monitor of blood cholesterol and related
lipids used to test patients at risk of, or suffering from, heart
disease and related conditions will move to Inverness Biosite
facility in San Diego, California.

The HemoSense operation, which was acquired in November 2007 and
manufactures and distributes the INRatio System, an easy-to-use,
hand-held blood coagulation monitoring system for use by patients
and healthcare professionals in the management of warfarin, a
commonly prescribed medication used to prevent blood clots, is
also expected to move to the Biosite facility in San Diego.

The transfers will take place in phases over the next 12-18 months
and Inverness expects to begin to see manufacturing savings of
about $10.0 million annually and general and administrative
expense savings of $5.0 million annually beginning in the second
half of 2009.  Aggregate restructuring charges of about
$12.0 million are currently anticipated for all costs including
but not limited to write down of equipment and leasehold
improvements, severance cost and rent obligations and these costs
will principally be included as a component of the costs of the
acquisitions of Cholestech and HemoSense.

In connection with Inverness' decision to exit the BioStar OIA
product line, Inverness will also close its manufacturing facility
in Louisville, Colorado around the end of the second quarter of
2008 with OIA products available for purchase through the end of
the first quarter of 2009.  Inverness expects general and
administrative savings of about $3 million per year beginning in
the second half of 2008 as a result of the closure.
Aggregate restructuring charges of about $9.5 million including
$5.6 million of writeoffs of intangible assets are currently
anticipated for all costs including but not limited to write down
of equipment and leasehold improvements, severance cost and rent
obligations and these be recorded during the first half of 2008.

The Cholestech and HemoSense and BioStar operations currently
employ approximately 180, 95 and 70 people.  Some reductions in
staffing levels for Cholestech and HemoSense are expected to be
achieved as these operations are consolidated with existing
operations in San Diego over the next 18 months, and the closure
of the BioStar plant is expected to result in the elimination of
approximately 56 positions.  Field sales staff and certain back
office functions from all three operations are already being
consolidated as part of Inverness' previously announced formation
of a centralized North American shared services center in Orlando,
Florida.

By developing new capabilities in near-patient diagnosis,
monitoring and health management, Inverness Medical Innovations
enables individuals to take charge of improving their health and
quality of life.  A global leader in rapid point-of-care
diagnostics, Inverness' products, as well as its new product
development efforts, focus on infectious disease, cardiology,
oncology, drugs of abuse and women's health.  Inverness is
headquartered in Waltham, Massachusetts.

             Closure of Unipath Operations in England

As reported in the Troubled Company Reporter on March 7, 2008,
Inverness disclosed in a regulatory filing dated March 4, that it
has commenced the process, to close its Unipath Inc. facility in
Bedford, England, and to move manufacturing operations principally
to Shanghai and Hangzhou, China.  This is in connection with the
company's ongoing review of its worldwide operations for the
purpose of improving efficiency, lowering operating costs and
improving margins.

                      About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,  
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                           *     *     *

Inverness Medical Innovations Inc. carries Moody's Investors
Service's B2 corporate family rating assigned on Jan. 28, 2008.


ISCHUS MEZZANINE: Moody's Cuts Ratings on Seven Classes of Notes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Ischus Mezzanine CDO IV, Ltd.:

Class Description: $150,000,000 Super Senior Swap

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

Class Description: $100,000,000 Class A-1 Second Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $80,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $50,000,000 Class A-3 Fourth Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $54,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

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

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

Class Description: $21,500,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

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

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


INSIGHT COMMUNICATIONS: Fitch Withdraws 'B+' Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has withdrawn the 'B+' Issuer Default Rating
assigned to Insight Communications Company, Inc., Insight Midwest,
LP, Insight Midwest Holdings, LLC, and specific issue ratings as
outlined below.  Fitch's actions should not be construed as an
affirmation of the previous IDR or issue ratings or a resolution
of the Negative Ratings Watch initiated on April 4, 2007.

This action reflects the dissolution of Insight Midwest, LP, the
repayment of all public debt, and the lack of publically available
financial and operational information.

Fitch has withdrawn these ratings:

Insight Communications Company, Inc.

  -- IDR 'B+';
  -- Senior Unsecured Notes 'CCC+/RR6'.

Insight Midwest, LP

  -- IDR 'B+';
  -- Senior Unsecured Notes 'B+ / RR4'.

Insight Midwest Holdings, LLC

  -- IDR 'B+';
  -- Senior Secured Credit Facility 'BB+/RR1'.


ISONICS CORP: Jan. 31 Balance Sheet Upside-Down by $4,174,000
-------------------------------------------------------------
Isonics Corp.'s consolidated balance sheet at Jan. 31, 2008,
showed $14,293,000 in total assets and $18,467,000 in total
liabilities, resulting in a $4,174,000 total stockholders'
deficit.

At Jan. 31, 2008, the company's consolidated balance also showed
strained liquidity with $4,941,000 in total current assets
available to pay $17,675,000 in total current liabilities.

The company reported a net loss of $2,289,000 on total revenues of
$5,142,000 for the third quarter ended Jan. 31, 2008, compared
with a net loss of $2,377,000 on total revenues of $6,535,000 in
the same period ended Jan. 31, 2007.

Revenues from both the security services and the silicon products
and services segments declined during the three months ended
Jan. 31, 2008, compared to the prior fiscal year's third quarter.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?29aa

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Hein & Associates LLP, in Denver, expressed substantial doubt
about Isonics Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended April 30, 2007, and 2006.  The auditing firm reported
that the company has suffered recurring losses from operations and
will continue to require funding from investors for working
capital.

In addition, the company disclosed that it has convertible
debentures and related accrued interest outstanding in the
cumulative amount of $20,634,000 as of Jan. 31, 2008, which are
due in May 2009, unless the holder declares an event of default.  
The company said that it may be non-compliant with one or more
non-financial covenants of the convertible debentures.  

                   About Isonics Corporation

Based in Golden, Colo., Isonics Corp. (NasdaqCM: ISON) --
http://www.isonics.com/-- develops, manufactures, and markets     
various specialty chemicals used in semiconductor devices, medical
diagnostics, imaging and therapy, drug development, and energy
production.  


IXION PLC: Deteriorating Credit Quality Cues Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Issuer Ixion PLC HELD 2006-1:

Class Description: Series 1 HELD 2006-1 USD 242,000,000 Floating
Rate Credit Linked Secured Notes due 2041

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

Class Description: Series 2 HELD 2006-1 USD 80,000,000 Floating
Rate Credit Linked Secured Notes due 2041

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

Class Description: Series 3 HELD 2006-1 USD 15,000,000 Floating
Rate Credit Linked Secured Notes due 2041

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

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


IXIS ABS: Six Classes of Notes Get Moody's Ratings Downgrades
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
IXIS ABS CDO 3 Ltd.:

Class Description: $16,000,000 Class X Notes Due December 2013

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

Class Description: $76,000,000 Class A-1LB Floating Rate Notes Due
December 2046

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

Class Description: $28,000,000 Class A-2L Floating Rate Notes Due
December 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $30,000,000 Class A-3L Floating Rate Notes Due
December 2046

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

Class Description: $305,000,000 Class A-1LA Investor Swap

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

Additionally, Moody's downgraded these notes:

Class Description: $22,000,000 Class B-1L Floating Rate Notes Due
December 2046

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

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


JAMES RAMSEY: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: James Ramsey
        3618 Candor Street
        Lakewood, CA 90712

Bankruptcy Case No.: 08-13962

Chapter 11 Petition Date: March 26, 2008

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Joon M. Khang, Esq.
                     (jkhang@lhlaw.com)
                  Lee Hong Degerman Kang & Schmadeka
                  660 South Figueroa Street, Suite 2300
                  Los Angeles, CA 90017
                  Tel: (213) 623-2221
                  Fax: (213) 623-2211
                  http://www.lhlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Capital One                     credit card charges 5,700.00
PO Box 30281
Salt Lake City, UT 84130

Gateway Business Bank           Business line of    2,500,000.00
1800 Studebaker Road, Suite 550 credit
Cerritos, CA 90703

Peter Foldvary, MD              medical expenses    203.00
Attn: JJ Mac Intyre Co., Inc.
1801 California Avenue
Corona, CA 92881


JEFFERSON COUNTY: Moody's Junks Rating on $3.2BB Revenue Warrants
-----------------------------------------------------------------
Moody's Investors Service downgraded to Caa3 from B3 the rating on
Jefferson County's $3.2 billion in outstanding sewer revenue
warrants.  At this time, Moody's has also downgraded: to Baa1 from
Aa2 the rating on Jefferson County's $270 million in outstanding
general obligation debt; to Baa2 from Aa3 the county's
$86.7 million in outstanding lease revenue warrants issued through
the Jefferson County Public Building Authority; to Baa2 from A1
the county's $996.8 million in limited obligation school warrants;
to Baa1 from Aa3 the rating on $20.3 million in special tax bonds
issued by the Birmingham-Jefferson Civic Center Authority (BJCCA)
partially secured by the county's occupational tax; and to Baa2
from A1 $40.86 million in debt issued by BJCCA partially secured
by a beverage tax and lodging tax levied and the collected by the
county.

The downgrade of the sewer revenue debt reflects the heightened
probability of default on the county's sewer obligations within
the next year and a lack of a concrete plan to avoid such default.   
The downgrades of the non-sewer debt reflect the risk that the
financial crisis that has embroiled the sewer system may affect
the credit strength of the county's other obligations,
particularly given the uncertainties of the effects of a possible
bankruptcy filing, should the county pursue that option.

                 Sewer Debt Under Threat of Default

Downgrades of XL Capital (rated A3 on review for downgrade) and
FGIC (A3 on review for downgrade), who together insure over 90% of
the county's sewer debt, led to a series of failed remarketings of
the county's variable rate demand sewer debt, totaling
$847 million.  These obligations are now owed to the liquidity
banks.

In addition, disruptions in the auction rate market led to a
series of failed auctions on the county's auction rate securities,
totaling $2.2 billion, resulting in increased interest rates to as
much as 6.2%.  Given the higher interest rates paid on these
securities, combined with recent declines in the index on its swap
agreements (one month LIBOR), and the term out provisions of the
bank liquidity agreements, the county's debt service cash flow
requirements have increased dramatically.

In addition, the downgrade of the county's sewer debt to below
Baa2 constituted an event of termination under the swap
agreements, which gave the counterparties the right to terminate
the swaps, if, within 10 days, the county did not post collateral
(estimated at $184 million) or obtain an insurance policy by a
financial insurer satisfactory to the counterparties.  

In a Material Events Notice dated March 4, 2008, the county stated
that it had notified the swap counterparties that it did not
presently intend to post collateral or provide insurance to the
counterparties for its obligations under the Swap Agreements.  The
swap counterparties currently have the right to terminate the swap
agreements, requiring termination payments that would deplete the
sewer system's cash position.  Based on the sewer system's current
resources, however, the system would be challenged make these
termination payments.

Furthermore, the standby bond purchase agreements for the sewer
obligations state that in the case of any event of default
specified in agreements, upon election of the liquidity banks, all
amounts payable under the agreement to the banks shall upon notice
to the county become immediately due and payable.  Moody's
internal analysis indicates that cash flows are insufficient to
meet an immediate repayment of all bank warrants.  

Under the current accelerated amortization, as required by the
standby warrant purchase agreements, the first bank warrant
principal payments, estimated at $53 million, are due on April 1.  
While Moody's analysis indicates the sewer system would have
sufficient funds to make the April 1 payment to the banks, it is
not clear if they intend to do so.  Reportedly, the county is
negotiating a forbearance agreement with the liquidity banks,
which would defer the April 1 payment, although Moody's does not
know what the terms of the agreement would be.

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

                     Bankruptcy Filing Possible

Given the severe financial distress created by the sewer system's
crisis, and the lack of an agreed-upon plan for recovery, the
county may choose to file for bankruptcy, given its potential
inability to meet its sewer obligations.  Moody's notes that the
county is the legal entity that issued both the sewer debt and the
other obligations, and would therefore have to file as a county
and not solely as the issuer of the sewer debt.  

Given the lack of history of municipal bankruptcy, Moody's is
unable to determine what county revenues, assets and debt
obligations could be affected by bankruptcy proceedings, and the
downgrades of Moody's ratings on the non-sewer obligations
reflects Moody's concern that a bankruptcy filing could weaken the
county's ability to meet its debt backed by pledges of the general
obligation, lease revenue, and various dedicated taxes.  While
each of these securities could be affected by a bankruptcy,
Moody's believes the general obligation remains the strongest
pledge available to a municipality.  Accordingly, the sales tax,
lease revenue and other special tax obligations are lowered to
Baa2.

Moody's has downgraded the BJCCA bonds secured by the county's
pledge of $10 million annually from its occupational tax, as well
as the City of Birmingham's (G.O. rated Aa3) $3 million payments
from its occupational tax, to the same level as the general
obligation debt.  The county's obligation to support this debt
ends in December 2008, with only two county payments remaining.   
Although a bankruptcy filing could disrupt these remaining
payments, Moody's believes the disruption would be short-lived
given the limited timeframe remaining on the county's obligation.


JOBSON MEDICAL: S&P Assigns 'B-' Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Jobson
Medical Information LLC, including the 'B-' corporate credit
rating, on CreditWatch with negative implications.
      
"The CreditWatch placement reflects our uncertainty regarding
Jobson's ability to maintain compliance with covenants as they
tighten over the next few quarters," explained Standard & Poor's
credit analyst Jeanne Mathewson.
     
Given Standard & Poor's view that major pharmaceutical companies'
product pipelines are still relatively weak and that the
pharmaceutical industry is scrutinizing spending, S&P expects
pharmaceutical marketing and education grants to be vulnerable
over the intermediate term.
     
Preliminary year-end results indicate that Jobson has a modest
cushion of compliance with financial covenants, considering
quarterly tightenings over the next year.  The leverage covenant
will step down an additional quarter turn at the beginning of the
next two quarters and S&P is concerned that the cushion could
narrow to less than a quarter turn by the end of June if EBITDA
does not increase.
     
Revenue in 2007 was down 6% from the prior year due to
underperformance in the alert marketing and MEDCON businesses,
while EBITDA remained essentially flat.  Liquidity is limited,
with $1.5 million in cash and roughly $5 million available under a
$15 million revolving credit facility as of Dec. 31, 2007.
     
In resolving the CreditWatch listing, Standard & Poor's will
monitor the company's operating trends and its ability to maintain
or increase its covenant compliance cushion either through
increasing EBITDA, paying down debt, or some combination of the
two.  S&P could lower the rating if the company's earnings decline
or compliance with financial covenants erodes.


JOHNSON RUBBER: Wants Court Approval to Wind Down Business
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio will
convene a hearing on April 1, 2008, to consider the request of
Johnson Rubber Co. Inc. and its debtor-affiliate, JR Holding
Corp., to wind down their business since the Debtors failed to
find a buyer, Bill Rochelle of Bloomberg News reports.

In addition, the Debtors are seeking approval to give up their  
collateral to secured lenders, cancel remaining leases, and
abandon collective bargaining agreements with labor unions,
according to Mr. Rochelle.

Mr. Rochelle relates, citing papers filed with the Court, that the
Debtors will be providing a plan of liquidation since it is
incapable of a reorganization.  Assets left for creditors are
pending lawsuits.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
the Court authorized Johnson Rubber to access up to $10 million in
postpetition financing from JPMorgan Chase Bank N.A., which is
necessary to provide liquidity to sustain the operation of their
business and to avoid immediate harm to the estate and their
creditors.  Under the DIP agreement, the facility will incur
interest rate of 2% plus the greater of the prime rate; or Federal
Funds effective rate plus 0.5%.  The facility will mature on
March 31, 2008.

Headquartered in Middlefield, Ohio, Johnson Rubber Company Inc. --
http://www.johnsonrubber.com/-- designs, develops and    
manufactures polymer components.  The company filed for Chapter 11
protection on December 11, 2007 (Bankr. N.D. Ohio Case No. 07-
19391).  The Debtor selected William I Kohn, Esq., at Benesch
Friedlander Coplan & Aronoff LLP, as its counsel.  The U.S.
Trustee for Region 9 has not appointed creditors to serve on an
Official Committee of Unsecured Creditors in the Debtor's case.  
When the Debtor filed for protection against its creditors, it
listed total assets at $15,346,607 and total debts at $19,869,931.


HOVNANIAN ENTERPRISES: Moody's Slashes Ratings on Ongoing Losses
----------------------------------------------------------------
Moody's Investors Service lowered all of the ratings of K.
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.

The downgrades reflect Hovnanian's ongoing losses, high debt
leverage, elevated inventory levels, and cash flow generation that
only recently turned positive.

The negative outlook reflects Moody's expectation that the very
weak macro environment -- both for the general economy and
especially for the homebuilding industry -- will pressure
Hovnanian's credit metrics as 2008 and 2009 unfold, thus chipping
away at the substantial headroom that the company currently has in
its newly revised bank covenant package.

Support for the company's current ratings is provided by the
company's large revenue base (albeit rapidly declining) and
widespread geographic, product, and price point diversification.

Going forward, the ratings could be lowered further if:

1) Moody's expects trailing twelve-month cash flow generation to
   again turn negative in 2008 or 2009;

2) Moody's projects the company to violate any covenants in its
   revised bank covenant package;

3) debt leverage increases to above 75%; or

4) liquidity were to tighten considerably.

The ratings and outlook could stabilize if the company were to:

1) generate significant amounts of positive cash flow and use the
   cash flow to reduce debt, and augment liquidity;

2) reduce debt leverage to 60%; and

3) rebuild its interest coverage protection.

These rating actions were taken:

  -- Corporate family rating lowered to B3 from B2;

  -- Probability of default rating lowered to B3 from B2;

  -- Senior notes ratings lowered to Caa1 (LGD-4, 63%) from B2
     (LGD-3, 45%);

  -- Senior subordinated notes ratings lowered to Caa2 (LGD-6,  
     94%) from Caa1 (LGD-6, 92%);

  -- Preferred stock rating lowered to Caa3 (LGD-6, 97%) from Caa2
     (LGD-6, 96%).

  -- SGL-3 liquidity rating assigned.

The substantial notching down of the ratings as well as loss-
given-default assessment of K. Hovnanian's senior unsecured notes
reflect the addition to the company's capital structure of the
newly-secured $900 million senior bank credit facility.

All of K. Hovnanian Enterprise's debt is guaranteed by its parent
company, Hovnanian Enterprises, Inc., and its restricted operating
subsidiaries.

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Homebuilding revenues and consolidated net income
(before preferred dividends) for fiscal 2007 were $4.7 billion and
-$627 million, respectively.


LAGUNA SECA: Moody's Downgrades Ratings on Seven Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Laguna Seca Funding I, Ltd.:

Class Description: Up to $250,000,000 Class A-1 VFN Senior Secured
Floating Rate Notes due 2047

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

Class Description: $65,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $65,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $40,000,000 Class A-4 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $32,000,000 Class B Mezzanine Secured
Deferrable Floating Rate Notes due 2047

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

Class Description: $15,000,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes due 2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $13,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes due 2047

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

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


LA JOLLA: Ernst & Young Expresses Going Concern Doubt
-----------------------------------------------------
Ernst & Young LLP raised substantial doubt about the ability of La
Jolla Pharmaceutical Company 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 La Jolla Pharmaceutical has recurring
operating losses, an accumulated deficit of $352,800,000 and
working capital of $29,900,000 at Dec. 31, 2007.   

The company posted a net loss of $53,076,000 on net revenue of
$55,693,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $39,445,000 on net revenue of $42,225,000 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $44,405,000
in total assets, $10,884,000 in total liabilities and $33,521,000
in stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2976

                   About La Jolla Pharmaceutical

La Jolla Pharmaceutical Company (NasdaqGM: LJPC) --
http://www.ljpc.com-- focuses on developing pharmaceutical  
products for human life.  The company's lead product in
development is Riquent, which is designed to treat lupus renal
disease by preventing or delaying renal flares.  Lupus renal
disease is a leading cause of sickness in patients with lupus.  It
also developed potential small molecule drug candidates to treat
various other autoimmune and inflammatory conditions.  The company
was founded in 1989 and is based in San Diego, Calif.


LASALLE COMMERCIAL: Projected Losses Prompts Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded six classes and affirmed the
ratings of seven classes of LaSalle Commercial Mortgage Pass-
Through Certificates, Series 2006-MF3:

  -- Class A, $381,501,732, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $8,019,000, affirmed at Aa2
  -- Class C, $12,953,000, affirmed at A2
  -- Class D, $8,018,000, affirmed at Baa1
  -- Class E, $3,701,000, affirmed at Baa2
  -- Class F, $4,935,000, affirmed at Baa3
  -- Class G, $6,784,000, downgraded to Ba2 from Ba1
  -- Class H, $2,468,000, downgraded to Ba3 from Ba2
  -- Class J, $1,850,000, downgraded to B2 from Ba3
  -- Class K, $1,234,000, downgraded to B3 from B1
  -- Class L, $2,467,000, downgraded to Caa1 from B2
  -- Class M, $1,233,000, downgraded to Caa3 from Caa1

Moody's is downgrading Classes G, H, J, K, L and M due to
projected losses on specially serviced loans.

This deal is approximately 0.05% of the $840 billion in
outstanding commercial mortgage backed securities.  Moody's
classifies this deal as a small balance commercial loan
securitization.  Small balance deals represent approximately 0.5%
of the outstanding CMBS universe.

As of the March 20, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 10.4%
to $442.3 million from $493.4 million at securitization.  The
Certificates are collateralized by 405 mortgage loans with the top
10 loans representing 9.4% of the pool.  No loans have been
defeased from the trust.  Three loans have been liquidated from
the trust resulting in aggregate realized losses of approximately
$252,000.  Twenty-six loans, representing 7.0% of the pool, are in
special servicing.  Moody's is estimating $4.9 million of losses
from all the specially serviced loans.  Two hundred and ten loans,
representing 52.1% of the pool, are on the master servicer's
watchlist.  Moody's was provided with full-year 2006 operating
results for 91.8% of the pool.


LB-UBS COMMERCIAL: Moody's Retains Low-B Ratings on Three Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 15 classes of LB-UBS Commercial
Mortgage Trust 2003-C8, Commercial Mortgage Pass-Through
Certificates, Series 2003 C8:

  -- Class A-1, $104,175,432, affirmed at Aaa
  -- Class A-2, $280,000,000, affirmed at Aaa
  -- Class A-3, $160,000,000, affirmed at Aaa
  -- Class A-4, $546,259,000, affirmed at Aaa
  -- Class X-CL, Notional, affirmed at Aaa
  -- Class X-CP, Notional, affirmed at Aaa
  -- Class B, $14,872,000, affirmed at Aaa
  -- Class C, $14,872,000, affirmed at Aaa
  -- Class D, $17,496,000, upgraded to Aa1 from Aa2
  -- Class E, $22,745,000, upgraded to Aa3 from A1
  -- Class F, $13,998,000, upgraded to A1 from A2
  -- Class G, $20,995,000, affirmed at A3
  -- Class H, $17,497,000, affirmed at Baa1
  -- Class J, $13,997,000, affirmed at Baa2
  -- Class K, $20,996,000, affirmed at Baa3
  -- Class L, $6,998,000, affirmed at Ba1
  -- Class M, $6,999,000, affirmed at Ba2
  -- Class N, $5,249,000, affirmed at Ba3

As of the March 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 7.3%
to $1.30 billion from $1.40 billion at securitization.  The
Certificates are collateralized by 97 mortgage loans ranging in
size from less than 1.0% to 12.8% of the pool with the top 10
loans representing 50.7% of the pool.  The pool includes six
shadow rated loans, comprising 36.5% of the pool.  Fifteen loans,
representing 18.4% of the pool, have defeased and are secured by
U.S. Government securities.

There have been no loans liquidated from the pool since
securitization and currently there are no loans in special
servicing.  Twenty-five loans, representing 13.0% of the pool, are
on the master servicer's watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for 99.1% and 82.2% of the pool, respectively.   
Moody's loan to value ratio for the conduit component is 89.5%,
compared to 87.6% at Moody's last full review in December 2006 and
96.2% at securitization.  Moody's is upgrading Classes D, E and F
due to defeasance, overall stable pool performance and increased
credit support.

The largest shadow rated loan is The Grove Loan ($165.7 million -
12.8%), which is secured by the borrower's interest in a 583,000
square foot open-air, retail entertainment center located in Los
Angeles, California.  The center is anchored by Nordstrom (20.0%
GLA; lease expiration March 2022) and Pacific Theatres (12.3% GLA;
lease expiration December 2022).  Other major tenants include The
Gap, Barnes & Noble, Banana Republic and Anthropologie.  The
center was 100.0% leased as of December 2007, the same as at last
review.  Moody's current shadow rating is Aa2, the same as at last
review.

The second shadow rated loan is the 114 West 47th Street Loan
($107.9 million - 8.3%), which is secured by a 596,815 square
foot, Class A office building located in the Times Square/Theatre
District submarket of New York City.  The largest tenant is US
Trust Company, NA (81.0% NRA; lease expiration November 2014).  
The property was 98.4% leased as of January 2008, compared to
94.4% at last review.  Moody's current shadow rating is Aa2, the
same as at last review.

The third shadow rated loan is The Westfield Shoppingtown South
County Loan ($80.1 million -- 6.2%), which is secured by the
borrower's interest in a 1.0 million square foot regional mall
located in St. Louis, Missouri.  The center is anchored by Famous
Barr, Sears, J.C. Penney and Dillard's.  The in-line shops were
90.8% leased as of October 2007 compared to 87.8% at last review.   
Performance has improved due to increased rental revenues and
amortization.  Moody's current shadow rating is Baa1 compared to
Baa2 at last review.

The fourth shadow rated loan is The GGP JP Realty Portfolio
($76.3 million - 5.9%), which is secured by three regional malls
totaling 1.7 million square feet.  The centers are located in
Oregon, Idaho and New Mexico.  Each center is anchored by at least
three department stores.  The portfolio was 94.5% occupied as of
September 2007 compared to 95.8% at last review.  The loan matures
in July 2008.  Moody's current shadow rating is Aa3, the same as
at last review.

The remaining two shadow rated loans comprise 3.8% of the pool.   
The Liberty Tree Mall Loan ($35.0 million - 2.7%) is secured by
the borrower's interest in a 857,000 square foot retail center
located in Danvers, Massachusetts, approximately 16 miles north of
the Boston CBD.  Moody's current shadow rating is Aa1, the same as
at last review. The Sangertown Square Mall Loan ($14.1 million --
1.1%) is secured by a 879,000 square foot mall located in New
Hartford, New York, approximately five miles southwest of Utica.   
The in-line shops were 74.0% occupied as of December 2007 compared
to 83.3% at last review.  The decline in occupancy has impacted
the property's financial performance.  This loan represents the
subordinate portion of a senior/subordinate loan structure with
the senior note ($57.3 million) included in LB-UBS 2000-C3.   
Moody's current shadow rating is Ba1 compared to Baa3 at last
review.

The top three non-defeased conduit loans represent 10.9% of the
pool.  The largest conduit loan is the Dartmouth Mall Loan
($64.8 million -- 5.0%), which is secured by a 671,980 square foot
regional mall located in Dartmouth, Massachusetts, approximately
35 miles east of Providence.  The in-line shops were 92.6%
occupied as of December 2007 compared to 93.9% at last review.  
The mall is anchored by Macy's, Sears and J.C. Penney.  The
property has performed well since securitization and has benefited
from loan amortization.  Moody's current LTV is 84.8% compared to
91.9% at last review.

The second largest conduit loan is the Plaza at Delray Loan
($43.3 million - 3.3%), which is secured by a 331,000 square foot
retail center located in Delray Beach (Palm Beach County),
Florida.  The property was 94.8% occupied as of January 2008
compared to 96.0% at last review.  The center is anchored by
Publix (16.6% GLA; lease expiration August 2020), Linens-n-Things
(9.8% GLA; lease expiration January 2013), Marshalls (8.2% GLA;
lease expiration January 2015) and Staples (6.2% GLA; lease
expiration April 2013).  The loan matures in August 2008. The loan
is on the servicer's watchlist for a deferred maintenance issue at
one of the stores.  Moody's LTV is 101.9%, the same as at last
review.

The third largest conduit loan is the Oakwood Grand Venetian Loan
($33.5 million -- 2.6%), which is secured by a 514-unit
multifamily property located in Irving, Texas.  The property was
94.0% occupied as of September 2007 compared to 98.1% at
securitization.  The loan matures in August 2008.  Moody's LTV is
113.9% compared to 123.4% at last review.


LEXINGTON CAPITAL V: Moody's Cuts Ratings on Seven Note Classes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Lexington Capital Funding V Ltd.:

Class Description: $246,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2051

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

Class Description: $123,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2051

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

Class Description: $91,500,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2051

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

Class Description: $42,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2051

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

Additionally, Moody's downgraded these notes:

Class Description: $40,000,000 Class C Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2051

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

Class Description: $28,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2051

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

Class Description: $14,225,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2051

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

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


LEXINGTON CAPITAL III: Moody's Cuts Ratings on 10 Classes of Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Lexington Capital Funding III Ltd.:

Class Description: $480,000,000 Class A-1 First Priority Senior
Floating Rate Notes Due April 2047

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

Class Description: $240,000,000 Class A-2 Second Priority Senior
Floating Rate Notes Due April 2047

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

Class Description: $160,500,000 Class A-3 Third Priority Senior
Floating Rate Notes Due April 2047

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $70,725,000 Class B Fourth Priority Senior
Floating Rate Notes Due April 2047

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

Class Description: $50,200,000 Class C Fifth Priority Senior
Floating Rate Notes Due April 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $40,000,000 Class D Sixth Priority Mezzanine
Deferrable Floating Rate Notes Due April 2047

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

Class Description: $35,650,000 Class E Seventh Priority Mezzanine
Deferrable Floating Rate Notes Due April 2047

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

Class Description: $47,850,000 Class F Eighth Priority Mezzanine
Deferrable Floating Rate Notes Due April 2047

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

Class Description: $12,000,000 Class G Ninth Priority Mezzanine
Deferrable Floating Rate Notes Due April 2047

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

Class Description: $35,250,000 Class H Tenth Priority Mezzanine
Deferrable Floating Rate Notes due April 2047

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

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


LIBERTAS PREFERRED: Moody's Cuts Ratings on Seven Classes of Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Libertas Preferred Funding V, Ltd.:

Class Description: $360,000,000 Class A-1 Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $30,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $66,000,000 Class A-3 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $40,500,000 Class B Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $31,500,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $23,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

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

Class Description: $22,000,000 Class E Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

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

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


LITTLE TRAVERSE: S&P Changes Outlook to Negative; Holds 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
the Little Traverse Bay Band of Odawa Indians to negative from
stable.  Ratings on the Tribe, including the 'B' issuer credit
rating, were affirmed.
      
"The outlook revision reflects weak revenue and EBITDA generation
in the fourth quarter of 2007, and an expectation for continued
weakness at least through the first half of 2008," explained
Standard & Poor's credit analyst Ariel Silverberg.
     
S&P believes the Tribe's current liquidity position is sufficient
for the near term, as funding for remaining construction
expenditures is committed, and S&P expects the Tribe will benefit
from a one-time payment following the settlement of the Club Keno
litigation, as well as a subsequent reduction in required payments
to the state to 6% from 8%.  S&P is concerned, however, that an
erosion of cash flow generation due to weak operating results over
the next several quarters can lead to both liquidity issues and a
weakening of credit measures in line with a lower rating.  S&P's
expectation surrounding performance incorporates concerns relating
to both an inefficient cost structure and a reduction in demand
attributed to current soft economic conditions.      

The 'B' rating reflects the lack of diversity in the Tribe's
gaming operations (consisting of a single casino, the Odawa Casino
Resort, in Petoskey, Michigan), as well challenges in attracting
customers from beyond its primary gaming market.  The rating also
incorporates the potential for the Tribe to seek external funds to
construct a hotel adjacent to its casino.  Construction of a hotel
was part of the initial project in 2005; however, the project was
downsized in 2006 and the hotel construction was postponed.
     
Financial information is not publicly available; however,
operating results for the new casino are below expectations given
weaker-than-expected results in the fourth quarter.  Credit
measures are in line with the current rating.


LONG HILL 2006-1: Moody's Cuts Ratings on Seven 2045 Note Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Long Hill 2006-1 CDO, Ltd:

Class Description: $410,000,000 Class A-S1VF Senior Secured
Floating Rate Notes Due 2045

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

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

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

Class Description: $40,000,000 Class A1 Senior Secured Floating
Rate Notes Due 2045

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

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

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

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

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

Additionally, Moody's downgraded these notes:

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

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

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

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

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


LONGRIDGE ABS: Moody's Slashes Ratings on Five Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Longridge ABS CDO I, Ltd.:

Class Description: $175,000,000 Class A-1 Swap Transaction

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $160,000,000 Class A-1 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $55,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $37,000,000 Class B Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $22,000,000 Class C Mezzanine Deferrable
Secured Floating Rate Notes Due 2047

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

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


LONGSTREET CDO: Moody's Cuts Ratings on Eight 2046 Note Classes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Longstreet CDO I, Ltd.:

Class Description: $350,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes due November 2046

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

Class Description: $55,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due November 2046

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

Class Description: $27,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due November 2046

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

Class Description: $5,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes due November 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $20,000,000 Class D Fifth Priority Mezzanine
Secured Floating Rate Notes due November 2046

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

In addition, Moody's downgraded these notes:

Class Description: $10,000,000 Class E Sixth Priority Mezzanine
Secured Floating Rate Notes due November 2046

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

Class Description: $10,000,000 Class F Seventh Priority Mezzanine
Secured Floating Rate Notes due November 2046

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

Class Description: $8,000,000 Class G Eighth Priority Mezzanine
Secured Floating Rate Notes due November 2046

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

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


MACROCHEM CORP: Vitale Caturano Expresses Going Concern Doubt
-------------------------------------------------------------
Vitale, Caturano & Company, Ltd., raised substantial doubt about
the ability of MacroChem Corporation to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  The auditor pointed to the
company's recurring losses and need to obtain additional
financing.  

The company posted a net loss of $8,866,182 on zero revenue for
the year ended Dec. 31, 2007, as compared with a net income of
$1,951,279 on zero revenue for the year 2006.

At Dec. 31, 2007, the company's balance sheet showed $3,853,455 in
total assets and $4,481,122 in total liabilities, resulting in
$627,667 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at:  http://ResearchArchives.com/t/s?296e

                        About MacroChem Corp.

MacroChem Corporation manufactures and develops transdermal drug-
delivery systems, which allow drugs to be absorbed through the
skin via creams, gels, patches, and the like. MacroChem has pinned
its hopes on its MacroDerm, DermaPass, and SEPA (Soft Enhancer of
Percutaneous Absorption) systems to carry FDA-approved drugs.  The
company is testing its systems with two drugs: EcoNail used to
treat nail fungal infections and Opterone for testosterone
deficiency.  Unable to attract cash-rich collaborators, the
company has raised funds for its ongoing research through private
stock sales.


MACROCHEM CORP: David Luci Comes in as New Chief Financial Officer
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated March 25, 2008, MacroChem Corporation disclosed the
appointment of David P. Luci on March 19, to the position of chief
financial officer.  Mr. Luci has served as MacroChem's general
counsel and vice president, corporate development since joining
the company in December 2007.

Mr. Luci was formerly the chief financial officer of Bioenvision
Inc. prior to its successful merger transaction with Genzyme
Corporation, and has over 16 years of experience servicing or
working in the finance, accounting and legal functions within the
healthcare industry.  

Mr. Luci is also a member of the board of directors, audit
committee chairman and compensation committee chairman of Access
Pharmaceuticals of Dallas, Texas.  Prior to Bioenvision he also
served as a senior associate in the corporate department of Paul,
Hastings, Janofsky & Walker LLP (New York Office) and senior
auditor at Ernst & Young, LLP (New York Office).  

Mr. Luci stated. "Since joining the company, I have been further
encouraged by our potential for future success and look forward to
working in this expanded role through the coming stages of growth
and opportunity for the company."

Bernard Patriacca, MacroChem's chief financial officer, will be
retiring as planned following the filing of the company's annual
report for the year ended Dec. 31, 2007, which occurred on Monday,
March 17, 2008.  Mr. Robert DeLuccia, president and chief
executive officer of MacroChem, stated, "On behalf of our Board of
Directors and the company, we sincerely thank Mr. Patriacca for
his substantial contributions to our operations over the past
seven years and offer our very best wishes in his retirement.  Mr.
Patriacca will remain a consultant to the company to ensure a
smooth transition."  He continued, "We are very pleased to have
someone with David's experience and skill contributing to our
ongoing development activities in his expanded capacity."

He added, "Mr. Luci brings a diverse legal, financial, and
business background as well as excellent knowledge of the biotech
sector, both with pharmaceutical companies and the investment
community of our industry.  His experience includes capital
markets financing, negotiating deals, and license agreements (both
U.S. and ex-U.S.), corporate partnerships, and mergers and
acquisitions. I believe this impressive skill set will serve us
well as we seek to capitalize on our recent achievements and
advance MacroChem's initiatives in the coming year."

Mr. Luci received his JD, cum laude, from Albany Law School of
Union University, and his Bachelor of Science in Business
Administration from Bucknell University.  He is a member of the
New York Bar Association and a Certified Public Accountant
(Pennsylvania).

                   About MacroChem Corporation

Headquartered in Wellesley Hills, Mass., MacroChem Corporation
(OTC BB: MACM) -- http://www.macrochem.com/-- is a specialty  
pharmaceutical company that develops and seeks to commercialize
pharmaceutical products.  The company's lead product candidates
are EcoNail(R) and pexiganan.  EcoNail is a topically applied
SEPA- based econazole lacquer for the treatment of onychomycosis,
a condition commonly known as nail fungus.  The company recently
acquired exclusive worldwide license rights to pexiganan, a novel
topical anti-infective for the treatment of diabetic foot
infection, which has already completed two Phase 3 trials.   

                     Going Concern Disclaimer

Vitale, Caturano & Company Ltd., in Boston, expressed substantial
doubt about Macrochem Corp.'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 recurring losses and need
to obtain additional financing.

At Dec. 31, 2007, the company's consolidated financial statements
showed $3,853,455 in total assets and $4,481,122 in total
liabilities, resulting in a $627,667 total stockholders' deficit.


MAGNOLIA II 2006-5: Moody's Reviews 'Ba3' Rating For Possible Cut
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Magnolia II 2006-5 Class D1:

Class Description: Series 2006-5D1 USD 10,000,000 ABS Portfolio
Variable Rate Notes due December 2037

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

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


MANIS LUMBER: U.S. Trustee Appoints Seven-Member Creditors Panel
----------------------------------------------------------------
The U.S. Trustee for Region 21 appointed seven creditors to
serve on the Official Committee of Unsecured Creditors in Manis
Lumber Co. and its Debtor-affiliates' Chapter 11 case.

   1) BlueLinx Corporation
      Attn: Dale Baird, Corporate Credit Manager
      4300 Wildwood Parkway
      Atlanta, GA 30339
      Tel (770) 953-4983
      Fax (770) 221-8618

   2) Guardian Building Products Distribution Inc.
      Attn: Thea Dudley, Division Creditor Director
      979 Batesville Road
      Greer, SC 29651
      Tel (864) 281-3571
      Fax (864) 329-3074

   3) Boise Cascade Building Materials Distribution
      Attn: Gordon R. Bird, Credit Manager
      P.O. Box 50      
      1111 W. Jefferson Street
      Boise, ID 83728
      Tel (208) 384-6351
      Fax (208) 384-3612

   4) Moulding and Millwork Inc.
      Attn: Robert Casey, Branch Manager
      40 Hopson Road, SE
      Acworth, GA 30102
      Tel (770) 445-6004

   5) Klumb Forest Products
      Attn: Karen Stephens, Branch Manager
      11159 Bob Williams Parkway
      Covington, GA 30014
      Tel (678) 729-8400
      Fax (678) 729-8406

   6) Dixie Plywood Company
      Attn: Larry Ward, Regional Credit Manager
      P.O. Box 2328
      204 Old Lathrop Avenue
      Savannah, GA 31402
      Tel (912) 447-7029
      Fax (912) 447-7016

   7) Primesource Building Products
      Attn: Mike Foreman, National Credit Manager
      2115 E. Belt Line Road
      Carrollton, TX 75006
      Tel (972) 417-3773
      Fax (972) 417-8980

Headquartered in Rome, Georgia, Manis Lumber Co. dba Wheeler's
manufactures and distributes building materials to professional
home builders in from about 20 locations in Georgia, Alabama, and
North Carolina.  Materials distributed include engineered,
framing, and pressure-treated lumber, hardware, roofing, and stair
parts.  They also make trusses and wall panels, and provide door
and window assembly, well as installed sales.  

The Debtor and its Debtor-affiliates filed for separate Chapter 11
petitions on  Feb. 11, 2008, (Bankr. N.D. Ga. Case No.: 08-40398
thru 08-40417.)  G. Frank Nason, IV, Esq., a member at Lamberth
Cifelli Stokes Ellis & Nason P.A. represents the Debtors in their
restructuring efforts.  Manis Lumber Co's financial condition when
it filed for protection from its creditors showed estimated assets
of $1 million to $10 million and estimated debts of $10 million to
$50 million.


MAXJET AIRWAYS: Court Okays Sale of Assets to MAAG for $1,000,000
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized MAXjet Airways Inc. to sell its assets including
operating certificate from the United States Federal Aviation
Administration for $1,000,000, Bill Rochelle of Bloomberg News
reports.

As reported in the Troubled Company Reporter on March 19, 2008,
the Debtor sold its assets to MAXjet Airways Acquisition Group
LLC.  All proceeds from the sale of the Debtor's assets will be
for the benefit of its creditors, but not for the shareholders.

MAAG was required to transfer $736,000 of non-refundable payment
to pay the Debtor's operational cost incurred for the during the
period March 12, 2008, until April 23, 2008.

The Debtor told the Court that any balance remaining after all
cost accrued until April 23, 2008, are paid will be returned to
MAAG.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?294b

                      About MAXjet Airways

Headquartered in Dulles, Virginia, MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP and Pillsbury Winthrop Shaw Pittman LLP as
its bankruptcy counsels.  The Debtor selected Epiq Bankruptcy
Services LLC as claims, noticing and claims agent.  Arent Fox LLP
represents the Official Committee of Unsecured Creditors.  The
Debtor's summary of schedules shows assets of $14,836,147 and
debts of $23,601,824.


MAYFLOWER CDO: Moody's Downgrades Ratings on Six Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Mayflower CDO I Ltd.:

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

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

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

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

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

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

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

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

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

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

In addition, Moody's downgraded these notes:

Class Description: $50,000,000 Class B-1L Floating Rate Notes Due
June 2046

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

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


MEDICOR LTD: Wants Court OK to Sell Assets for $51.5 Million
------------------------------------------------------------
MediCor Ltd. and its debtor-affiliates ask the Hon. Mary F.
Walrath of the United States Bankruptcy Court for the District of
Delaware to approve the sale of substantially all of their assets,
their non-debtor foreign subsidiaries' assets and certain
intellectual property.

The Debtors and their non-debtor foreign subsidiaries --
Eurosilicone SAS, Biosil Limited and Nagor Limited -- entered into
agreements for the sale of their assets with:

   i) Global Consolidated Aesthetics (US) Corp. for the sale of
      PMA-related assets for $1,500,000;

  ii) Global Consolidated Aesthetics France SAS for the sale  
      Eurosilicone for $38,000,000;

iii) Global Consolidated Aesthetics UK Ltd. for the sale of
      Biosil for $5,000,000; and

  iv) Global Consolidated Aesthetics Holdings Ltd. for the sale of
      Nagor for $7,000,000.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, says that
the proceeds of the sale will pay costs and expenses, claims of
creditors and advances made under the Debtors' loan facility.

A hearing is scheduled for April 16, 2008, at 10:30 a.m., to
consider the request and objections, if any, are due April 9,
2008.

A full-text copy of the Debtors' motion is available for free at:

              http://ResearchArchives.com/t/s?29a3

Based in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products        
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.

The company and seven of its affiliates filed for chapter 11
protection on June 29, 2007 (Bankr. D. Del. Case No. 07-10877) to
effectuate the orderly marketing and sale of their business.  
Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq., and Jeffrey A.
Kramer, Esq., at Lowenstein Sandler PC represent the Debtors in
their restructuring efforts.  Dennis A. Meloro, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, acts as the
Debtors' Delaware counsel.  The Debtors engaged Alvarez & Marsal
North America LLC as their restructuring advisor.  David W.
Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank Rome LLP
serve as the Official Committee of Unsecured Creditor's counsel.  
In its schedules of assets and debts filed with the Court, Medicor
disclosed total assets of $96,553,019, and total debts of
$158,137,507.


MERRILL LYNCH: Ample Credit Support Cues S&P's Rating Upgrades
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of commercial mortgage pass-through certificates from
Merrill Lynch Mortgage Trust's series 2002-MW1.  Concurrently, S&P
affirmed its ratings on eight other classes from the same series.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.   
Ongoing litigation between the master servicer and the borrower on
the Bear Run Village Apartments and Dorchester Tower Apartments is
expected to cause continuing interest shortfalls, which
constrained the ratings.
     
As of the March 14, 2008, remittance report, the collateral pool
consisted of 90 loans with an aggregate trust balance of
$925.4 million, down from 101 loans with a balance of $1.1 billion
at issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 99% of the pool, excluding defeased
loans.  Ninety-seven percent of the servicer-reported information
was full-year 2006 or partial-year 2007 data.

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.53x, up from 1.41x at issuance.   
To date, the trust has experienced three losses, with previously
realized losses on three loans totaling $9 million.  However, one
of the loans was the subject of litigation between the trust and
the depositor, and the trust recovered $5.5 million as part of the
litigation settlement.  The settlement proceeds were distributed
to the class O certificates as an interest adjustment in
accordance with the terms of the pooling and servicing agreement.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $298.8 million (32%) and a weighted average
DSC of 1.66x, up from 1.50x at issuance.  The two largest loans
with the special servicer, including the fourth-largest loan in
the pool, are in special servicing due to ongoing litigation
between the borrower and the trust over the monthly reserve
amounts.  In addition, one of the top 10 loans is on the
watchlist.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 loans, all were characterized as "good."
     
Credit characteristics for the largest loan, Burbank Empire Center
($61.4 million, 6.6%), and the second-largest loan, U-Haul
Portfolio ($59 million, 6.4%), are consistent with those of
investment-grade obligations.  Details are:

  -- The Burbank Empire Center loan has a trust balance of
     $61.4 million and a whole-loan balance of $78.4 million.  A
     $17 million B note is held outside of the trust.  The loan is
     secured by a fee interest on a 613,794-sq.-ft. retail
     property in Burbank, California.  Wachovia reported a DSC of
     1.57x and 98% occupancy for the nine months ended Sept. 30,
     2007.

  -- The U-Haul Portfolio loan has a balance of $59.3 million
     (6.4%) and is secured by 57 self-storage properties in 27
     states.   The properties, built between 1920 and 1996,
     consist of self-storage facilities operated under the U-Haul
     brand and contain between 128 and 702 storage units each.  
     Wachovia reported a DSC of 2.47x for the nine months ended
     Sept. 30, 2007.
     
There are three assets with the special servicer, Capmark Finance
Inc., including the aforementioned fourth-largest loan.  The Bear
Run Village Apartments loan ($24.3 million, 3%) is secured by a
438-unit multifamily property in Pittsburgh, Pennsylavania.  The
loan was transferred to special servicing in February 2008 due to
litigation between the borrower and the master servicer.  The
borrower is suing the trust over the monthly reserve amounts
escrowed by the master servicer.  The loan is current, and the
property was 85% occupied with a DSC of 0.99x as of Dec. 31, 2006.
     
The Dorchester Tower Apartments loan ($12.9 million, 1%) is
secured by a 317-unit multifamily property in Pittsburgh,
Pennsylvania.  The borrower is related with that of Bear Run
Village Run Apartments, and the loan is with the special servicer
for the aforementioned litigation.  The loan is current, and the
property was 88% occupied with a DSC of 1.17x as of Dec. 31, 2006.   
The litigation related to Bear Run Village and Dorchester Tower
Apartments is not expected to end in the immediate future.  Legal
fees and expenses associated with the litigation are expected to
cause interest shortfalls to the trust, which totaled $120,174 for
the March 14, 2008, remittance report.
     
The Two Elm Square loan ($3.4 million) is secured by a 30,851sq.-
ft. office property in Andover, Massachusetts.  This asset was
transferred to special servicing in August 2007 for monetary
default.  The borrower filed Chapter 11 bankruptcy prior to the
scheduled foreclosure date in December 2007.  A recent appraisal
indicates a value of approximately twice the total exposure.  
Standard & Poor's expects a minimal loss, if any, at this time.
     
Wachovia reported a watchlist of 10 loans with an aggregate
outstanding balance of $80.4 million (9%), which includes the
fifth-largest loan.  The fifth-largest loan, the Keystone
Technology VII, VIII & IX loan ($21.5 million, 2%), is secured by
a 257,264-sq.-ft. office property in South Durham, North Carolina.   
The loan was placed on the watchlist due to a low DSC of 0.51x and
occupancy of 61% as of year-end 2006.  The borrower has been able
to lease up most of the vacant space.  As of Sept. 30, 2007, the
reported DSC was 1.10x and occupancy was 94%.
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.

                         Ratings Raised
     
                   Merrill Lynch Mortgage Trust
   Commercial mortgage pass-through certificates series 2002-MW1

                         Rating
                         ------
             Class    To         From   Credit enhancement
             -----    --         ----   ------------------
             B        AAA        AA+             20.08%
             C        AAA        A+              15.11%
             D        AA+        A               13.94%
             E        AA-        A-              11.89%
             F        A-         BBB              9.99%
             G        BBB        BBB-             8.09%
             H        BBB-       BB+              6.04%
   
                         Ratings Affirmed
   
                   Merrill Lynch Mortgage Trust
  Commercial mortgage pass-through certificates series 2002-MW1
    
                Class   Rating   Credit enhancement
                -----   ------   ------------------
                A-2     AAA              24.61%
                A-3     AAA              24.61%
                A-4     AAA              24.61%
                J       BB                4.29%
                K       BB-               3.70%
                L       B+                2.82%
                X-C     AAA                N/A
                X-P     AAA                N/A
   
                      N/A - Not applicable.
   

MILLSTONE III: Weak Credit Quality Prompts Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Millstone III CDO, Ltd.:

Class Description: $2,000,000,000 Class A-1A Floating Rate Term
Notes Due 2046

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

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

Class Description: $71,500,000 Class A-1B Floating Rate Delayed
Draw Notes Due 2046

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

Class Description: $70,000,000 Class A-2 Floating Rate Notes Due
2046

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

Class Description: $20,000,000 Class B Floating Rate Notes Due
2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $16,000,000 Class C Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $7,450,000 Class D-1 Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $5,550,000 Class D-2 Deferrable Fixed Rate
Notes Due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

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


MKP VELA: Four Classes of Notes Acquire Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
MKP Vela CBO, Ltd.:

Class Description: Senior Swap Agreement dated as of Nov. 16, 2006

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

Class Description: $150,000,000 Class A Senior Secured Floating
Rate Notes due 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $90,000,000 Class B Secured Floating Rate Notes
due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $97,500,000 Class C Secured Deferrable Floating
Rate Notes due 2046

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

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


ML-CFC 2006-3: Expected Losses Cue Fitch to Downgrade Ratings
-------------------------------------------------------------
Fitch downgrades and assigns a Distressed Recovery rating to ML-
CFC commercial mortgage pass-through certificates series 2006-3:

  -- $6.1 million class M to 'B' from 'B+';
  -- $6.1 million class N to 'B-' from 'B';
  -- $3 million class P to 'B-/DR1' from 'B-'.

In addition, Fitch places these classes on Rating Watch Negative:

  -- $21.2 million class H at 'BBB-';
  -- $12.1 million class J at 'BB+';
  -- $6.1 million class K at 'BB';
  -- $9.1 million class L at 'BB-'.

Fitch also affirms these classes:

  -- $54.4 million class A-1 at 'AAA';
  -- $163 million class A-2 at 'AAA';
  -- $34 million class A-3 at 'AAA';
  -- $118 million class A-SB at 'AAA';
  -- $971.8 million class A-4 at 'AAA';
  -- $343.2 million class A-1A at 'AAA';
  -- $242.5 million class AM at 'AAA';
  -- $191 million class AJ at 'AAA';
  -- Interest only class XP at 'AAA';
  -- Interest only class XC at 'AAA';
  -- $48.5 million class B at 'AA';
  -- $18.2 million class C at 'AA-';
  -- $48.5 million class D at 'A';
  -- $21.2 million class E at 'A-';
  -- $36.4 million class F at 'BBB+';
  -- $24.3 million class G at 'BBB'.

The $33.3 million class Q and interest only class XR are not rated
by Fitch.

The downgrades and Rating Watch Negative placement are due to
expected losses on three specially serviced loans (2.2%) in the
transaction.  The ratings of classes H through L will be revisited
once year-end 2007 financial information becomes available.  If
updated information on the non-specially serviced assets indicates
stable performance from issuance, these classes may be affirmed.   
Conversely, if updated information indicates a decline in
performance or additional loans become delinquent or specially
serviced, these classes may be downgraded.

The affirmations are due to limited paydown since issuance.  As of
the March 2008 distribution report, the transaction has paid down
0.6% to $2.41 billion from $2.43 billion at issuance.

The three specially serviced loans consist of two loans (1.3%) on
adjoining multifamily properties located in Webster, Texas that
were transferred to the special servicer due to property condition
proceedings initiated by the city of Webster, Texas.  The third
specially serviced loan (0.9%) is secured by a multifamily
property in Live Oak, Texas.  The borrowing entity's, controlled
by MBS Cos. for all three properties, declared bankruptcy
immediately prior to the special servicer filing for foreclosure.   
Recent appraised values indicate losses on all three properties;
compared to the values from issuance, the decline in the new
values averages 23.6%.

Fitch Loans of Concern total 5.7% and include the three specially
serviced loans.

One loan, 6.5% of the pool, maintains an investment grade shadow
rating.  The loan is secured by a regional mall and adjoining
medical office building located in San Francisco, California.  The
combined March 2007 occupancy was 95%, stable from 96.5% at
issuance.


MONEYGRAM INT'L: Moody's Keeps B1 Rating on Review for Likely Cut
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of MoneyGram International to B1 from Ba3 and kept the rating
under review for further possible downgrade.

The downgrade reflects the increased leverage associated with
losses from the company's disposed investment portfolio which led
to yesterday's closing of a recapitalization agreement with an
investment group led by Thomas H. Lee Partners and Goldman, Sachs
& Co.  Under the agreement, the company has issued $760 million of
preferred stock, convertible into 79% of the common equity of the
company at an initial conversion price of $2.50 per share.

MGI has also received debt financing of $500 million from
affiliates of Goldman Sachs and $250 million from other investors.   
Following completion of the transaction, MGI will also have
$100 million of availability under its previously existing
$350 million committed revolving credit agreement.  Total
outstanding debt will be in the $1.1 billion range which Moody's
believes to be in line with a B1 rating level.

The rating is supported by MoneyGram's strong market position in
its core money transfer business and our positive outlook for the
funds remittance industry globally.  In addition, the company has
removed the uncertainty surrounding the carrying value of its
investment portfolio by disposing of the vast majority of its
impaired asset-back securities portfolio at a total loss of
$1.6 billion.

The review for further possible downgrade will focus on the:

1) final terms surrounding the recapitalization plan and related
   debt financing, including the degree of cushion under the
   financial covenants,

2) ability of the company to sustain its competitive position and
   operating performance in the money transfer business, and

3) potential for any significant fines or penalties due to
   temporary non-compliance with the minimum net worth
   requirements of the states in which it is licensed to conduct
   its money transfer and other payment services businesses.

S&P expects to conclude our review by the end of April 2008, at
which time S&P would likely either confirm the rating at B1 or
downgrade the rating to B2.

Located in Minneapolis, Minnesota, MoneyGram International is a
transaction processor of official check, money order, and money
transfer services.


MONITOR OIL: Must Talk with Creditors On Cash Collateral Use
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
advised Monitor Oil PLC and its creditors to arrive at an
agreement immediately regarding Monitor's access to cash
collateral -- before Monitor turns insolvent -- Tiffany Kary of
Bloomberg News reports.

Creditors have denied Monitor access to cash collateral of up to
$3,500,000, Ms. Kary says.

On the other hand, Monitor is currently seeking approval to pay
up to $43,500,000 to its lenders owed $80,000,000 in principal
plus $1,450,000 in interest, as reported in the Troubled Company
Reporter on March 17, 2008.  A hearing is set on April 4, 2008, to
consider the request.

Monitor's $75,000 cash could fall down to $53,000, Bloomberg says.

Monitor's shareholder have removed all of the sitting directors
and elected each of the proposed members to the board of
directors, according to the company's Web site.  The new directors
are:

   -- Bjorn Q. Aaserod;
   -- Ole Johan Olsen;
   -- Odd Harald Hauge; and
   -- David Lynch.

Mr. Aaserod was named executive chairman of Monitor.

The new directors, Bloomberg relates, is seeking financing to pay
bondholders and lenders.

                        About Monitor Oil

Headquartered in the Cayman Islands, Monitor Oil, Plc --
htpp://www.monitoroil.com/ -- an oil and gas service company that
provides oil and gas production solutions, offshore services and
engineering services.  The Monitor Group has operations in London,
England; Aberdeen, Scotland; Stavanger, Norway; Caldicot, Wales;
Shanghai, China and New York, United States.

The company and two of its affiliates,  Monitor Single Lift 1,
Ltd., and Monitor US FinCo, Inc., filed for Chapter 11 Protection
on Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  The U.S. Trustee for Region 2 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in the
Debtors' cases.  Ira L. Herman, Esq., at Thompson & Knight, LLP,
represents the Committee.  As of Dec. 31, 2007, the company
disclosed total assets of $98,340,000 and total debts of
$56,125,000.


MONTAUK POINT: Moody's Cuts Ratings on Seven Classes of 2046 Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Montauk Point CDO II, Ltd.:

Class Description: $340,000,000 Class A-1S Senior Secured Floating
Rate Notes due 2046

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

Class Description: $34,250,000 Class A-1J Senior Secured Floating
Rate Notes due 2046

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

Class Description: $50,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2046

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

Class Description: $15,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $15,500,000 Class A-4 Secured Deferrable
Floating Rate Notes due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $20,500,000 Class B Secured Deferrable Floating
Rate Notes due 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $5,000,000 Class C Secured Deferrable Floating
Rate Notes due 2046

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

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


MORGAN STANLEY: Fitch Holds Low-B Ratings on Six Classes of Certs.
------------------------------------------------------------------
Fitch Ratings affirmed Morgan Stanley Capital I Trust's commercial
mortgage pass-through certificates, series 2006-HQ10:

  -- $34.9 million class A-1 at 'AAA';
  -- $77.7 million class A-1A at 'AAA';
  -- $88.1 million class A-2 at 'AAA';
  -- $62.9 million class A-3 at 'AAA';
  -- $610.2 million class A-4 at 'AAA';
  -- $150 million class A-4FL at 'AAA';
  -- $149.1 million class A-MFL at 'AAA';
  -- $119.2 million class A-J at 'AAA';
  -- Interest only class X-1 at 'AAA';
  -- Interest only class X-2 at 'AAA';
  -- $31.6 million class B at 'AA';
  -- $16.7 million class C at 'AA-';
  -- $22.3 million class D at 'A';
  -- $16.7 million class E at 'A-';
  -- $18.6 million class F at 'BBB+';
  -- $18.6 million class G at 'BBB';
  -- $13 million class H at 'BBB-';
  -- $5.5 million class J at 'BB+';
  -- $3.7 million class K at 'BB';
  -- $3.7 million class L at 'BB-';
  -- $3.7 million class M at 'B+';
  -- $1.8 million class N at 'B';
  -- $5.6 million class O at 'B-'.

Fitch does not rate the $16.8 million class P certificates.

The rating affirmations reflect stable performance and minimal pay
down since issuance.  As of the March 2008 distribution date, the
pool's aggregate certificate balance has decreased 1.5% to
$1.47 billion from $1.49 billion at issuance.  There are currently
no delinquent or specially serviced loans.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the four shadow rated loans:
Waterside Shops (8.2%), 425 Park Avenue (4.8%), Sony Pictures
Plaza (3.5%), and Cherry Creek Shopping Center (2%).  Due to
stable occupancy and improved cash flow since issuance the loans
maintain their investment grade shadow ratings.

The largest shadow rated loan and the largest loan in the
transaction, Waterside Shops (8.2%), is collateralized by a
265,664 square foot (sf) mall located in Naples, Florida.  The
mall is anchored by Saks Fifth Avenue and major tenants include
Gap and Pottery Barn.  As of Sept. 7, 2007, occupancy has improved
to 100% from 98.4% at issuance.

425 Park Avenue (4.8%) is secured by the fee interests in a
551,549 sf office building located in Manhattan's Grand Central
office market.  The borrower entered into an 84-year ground lease
in a joint venture between L & L Holdings Company and Lehman
Brothers.  The building is currently occupied by a mix of law and
financial services tenants.  Occupancy remains 100% since
issuance.  Sony Pictures Plaza (3.5%) is secured by a 328,847 sf
office building located in Culver City, California, which is 100%
triple-net leased to Sony Pictures Entertainment (owned by Sony
Corporation; rated 'A-' by Fitch).  The lease expires Dec. 31,
2012.

Cherry Creek Shopping Center (2.0%) is collateralized by 547,457
sf of a 1.2 million sf regional mall located in Denver, Colorado.   
Anchored tenants include Nordstrom's, Neiman Marcus and Saks Fifth
Avenue.  As of Dec. 31, 2007, occupancy is 95% compared to 97.4%
at issuance.

The weighted average mortgage coupon for the pool is 5.9264%.


MORGAN STANLEY: Three Classes Acquire S&P's Junk Rating From 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of residential mortgage-backed securities from four Morgan
Stanley Mortgage Loan Trust transactions.  S&P removed its rating
on class B-5 (series 2004-9), one of the downgraded securities,
from CreditWatch with negative implications.  At the same time,
S&P affirmed its ratings on 185 classes from 12 Morgan Stanley
transactions.  At the same time, the ratings on classes B-4 and B-
5 from Morgan Stanley Mortgage Loan Trust's series 2004-1 remain
on CreditWatch with negative implications.
     
The lowered ratings reflect the deterioration of available credit
support provided by the senior-subordinate structure of the deals,
as well as S&P's projected losses based on the dollar amount of
loans in each transaction's delinquency pipeline.  In each case,
the available projected credit support, after projecting losses,
is no longer sufficient to support the ratings at their previous
levels.  Cumulative losses for these series ranged from 0.02% to
0.14% of the original pool balances as of the February 2008
remittance period.  Severe delinquencies (90-plus days,
foreclosures, and REOS) ranged from 1.00% to 2.64% of the current
pool balances.  The downgraded deals have paid down to less than
53.02% of the original pool balances.
     
The affirmations are based on pool performance that has allowed
current and projected credit support to remain at levels that are
adequate to support the current ratings.  Cumulative losses for
these series ranged from 0.00% to 0.17% of the original pool
balances as of the February 2008 remittance period.  Severe
delinquencies ranged from 0.00% to 3.82% of the current pool
balances.  The deals with affirmed ratings have paid down to less
than 53.02% of their original pool balances, and one deal has paid
down to 1.56% of its original pool balance.
     
The underlying collateral backing these transactions consists
primarily of prime jumbo, fully amortizing fixed- and adjustable-
rate first-lien mortgage loans secured by one- to four-family
residential properties.  The original loan terms ranged from 15 to
30 years.  Subordination is the predominant form of credit support
protecting the certificates from losses.

                         Ratings Lowered

                Morgan Stanley Mortgage Loan Trust

                                              Rating
                                              ------
        Series       Class               To             From
        ------       -----               --             ----
        2004-4       B-5                 CCC            B
        2004-6AR     C-B-4               B              BB
        2004-6AR     C-B-5               CCC            B
        2004-7AR     B-4                 B              BB
        2004-7AR     B-5                 CCC            B

       Rating Lowered and Removed From CreditWatch Negative

                Morgan Stanley Mortgage Loan Trust

                                         Rating
                                         ------
   Series       Class               To             From
   ------       -----               --             ----
   2004-9       B-5                 CCC            B/Watch Neg

                         Ratings Affirmed

                   Morgan Stanley Capital I Inc.

    Series     Class                                     Rating
    ------     -----                                     ------
    1996-1     A6, A7, AP                                AAA

         Morgan Stanley Dean Witter Capital I Inc. Trust
  
    Series     Class                                     Rating
    ------     -----                                     ------
    2002-WL1   1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6       AAA
    2002-WL1   1-A-7,2-A-1,2-A-2,2-A-3,2-A-4,B-1,B-2     AAA
    2002-WL1   B-3,A-X-1,A-X-2,A-X-3,A-P,A-R,A-LR        AAA
    2003-HYB1  A-1,A-2,A-3,A-4,A-X,A-R                   AAA
    2003-HYB1  B-1                                       AA+
    2003-HYB1  B-2                                       A+
    2003-HYB1  B-3                                       BBB+
    2003-HYB1  B-4                                       BB+
    2003-HYB1  B-5                                       B+

                Morgan Stanley Mortgage Loan Trust

    Series     Class                                     Rating
    ------     -----                                     ------
    2004-1     1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6       AAA
    2004-1     1-A-7,1-A-8,1-A-9,1-A-10,1-A-11,1-A-X     AAA
    2004-1     1-A-P,2-A-1,2-A-2,2-A-3,2-A-4,2-A-5       AAA
    2004-1     2-A-X,2-A-P,A-R                           AAA
    2004-1     B-1                                       AA
    2004-1     B-2                                       A
    2004-1     B-3                                       BBB
    2004-2AR   1-A,2-A,3-A,4-A,A-R                       AAA
    2004-2AR   B-1                                       AA
    2004-2AR   B-2                                       A
    2004-2AR   B-3                                       BBB
    2004-2AR   B-4                                       BB
    2004-2AR   B-5                                       B
    2004-3     1-A,1-A-X,1-A-P,2-A-1,2-A-2,2-A-3,2-A-4   AAA
    2004-3     2-A-5,2-A-6,2-A-7,3-A,4-A,C-A-X,C-A-P     AAA
    2004-3     A-R                                       AAA
    2004-3     B-1                                       AA
    2004-3     B-2                                       A
    2004-3     B-3                                       BBB
    2004-3     B-4                                       BB
    2004-3     B-5                                       B
    2004-4     1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-8       AAA
    2004-4     1-A-9,1-A-10,1-A-11,1-A-12,1-A-13,1-A-14  AAA
    2004-4     1-A-15,1-A-X,1-A-P,2-A,3-A,3-A-X,3-A-P    AAA
    2004-4     A-R                                       AAA
    2004-4     B-1                                       AA
    2004-4     B-2                                       A
    2004-4     B-3                                       BBB
    2004-4     B-4                                       BB
    2004-5AR   1-A-1,1-A-2,1-A-3,2-A,3-A-1,3-A-2,3-A-3   AAA
    2004-5AR   3-A-4,3-A-5,4-A,A-R                       AAA
    2004-5AR   B-1                                       AA
    2004-5AR   B-2                                       A
    2004-5AR   B-3                                       BBB
    2004-5AR   B-4                                       BB
    2004-5AR   B-5                                       B
    2004-6AR   2-A-1,2-A-2,2-A-3,3-A,4-A,5-A,6-A,A-R     AAA
    2004-6AR   C-B-1                                     AA
    2004-6AR   C-B-2                                     A
    2004-6AR   C-B-3                                     BBB
    2004-7AR   1-A,2-A-1,2-A-2,2-A-3,2-A-4,2-A-5,2-A-6   AAA
    2004-7AR   2-A-7,3-A,4-A,A-R                         AAA
    2004-7AR   B-1                                       AA
    2004-7AR   B-2                                       A
    2004-7AR   B-3                                       BBB
    2004-9     1-A,2-A,3-A-1,3-A-2,3-A-3,3-A-4,3-A-5     AAA
    2004-9     3-A-6,3-A-X,3-A-P,4-A,5-A,5-A-X,5-A-P     AAA
    2004-9     A-R                                       AAA
    2004-9     B-1                                       AA
    2004-9     B-2                                       A
    2004-9     B-3                                       BBB
    2004-9     B-4                                       BB
    2004-10AR  1-A,2-A-1,2-A-2,2-A-3,3-A,3-X,4-A,A-R     AAA
    2004-10AR  B-1                                       AA
    2004-10AR  B-2                                       A
    2004-10AR  B-3                                       BBB
    2004-10AR  B-4                                       BB
    2004-10AR  B-5                                       B

              Ratings Remaining on CreditWatch Negative

                Morgan Stanley Mortgage Loan Trust

    Series     Class                             Rating
    ------     -----                             ------
    2004-1     B-4                               BB/Watch Neg
    2004-1     B-5                               B/Watch Neg


MOVIE GALLERY: Court Extends Lease Decision Period to May 13
------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia extended the period by which Movie
Gallery Inc. and its debtor-affiliates must assume or reject
leases, through and including May 13, 2008.

The Court clarified that the Order is be without prejudice to the
rights of:

   -- the Debtors to request and obtain further related  
      extensions;

   -- parties-in-interest to oppose the Debtors' requests for
      extension, or their rejection or assumption of any Lease;
      and

   -- any party to seek to compel the Debtors to assume or reject
      any Leases.

Judge Tice ruled that the extension does not apply to the Lease
located at 6301 Troost, in Kansas City, Missouri, which
terminated by its own terms on Dec. 31, 2007.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.  (Movie Gallery Bankruptcy News Issue No. 22;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/     
or 215/945-7000)


MOVIE GALLERY: SyWest Opposes Lease Assignment to WaMu
------------------------------------------------------
Sywest Development asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to deny Movie Gallery Inc. and its debtor-
affiliates' request to assume and assign a lease to Washington
Mutual.

SyWest Development and the Debtors are parties to a non-
residential real property lease agreement dated Oct. 8, 1996,
involving Fruitvale Station Shopping Center located in Oakland,
California, where the Debtors operate one of their stores.

SyWest contends that the Debtors' proposal to assume and assign
the Oakland Lease to Washington Mutual Bank for use as a bank
branch:

  * violates the use provision of the Lease and an exclusivity
    provision in favor of Bank of the West, another tenant in the
    center; and

  * must provide all adequate assurance information under Section
    365(b) of the Bankruptcy Code.

Pursuant to the Phase 2 Auction procedures, an executed Sale
Agreement constitutes a sale free and clear of any interest
including, without limitation, any liens, claims or encumbrances
or other interests on or in the Phase 2 Leases that are subject
to Sale Agreements.  A Designation Rights Agreement will entitle
good-faith purchasers with adequate protections.

Charles W. Chotvacs, Esq., at Ballard Spahr Andrews & Ingersoll,
LLP, in Washington, D.C., contends that shopping center leases
will often "contain complementary restrictive use provisions
. . . [where] . . . various tenants are bound to provide a
complementary and diverse array of products and services which
together will attract a large number of customers to the shopping
center."

According to Mr. Chotvacs, the Debtors' proposed lease assignment
violates the provisions of the Lease and the Bank of West Lease
under Section(b)(3) of the Bankruptcy Code which requires that
"any attempt to assume and assign a lease will be subject to the
terms of the lease, including provisions concerning use,
exclusivity and tenant mix and balance."

"The word 'mix' implies that issues will focus on the inclusion
or exclusion of a store in the array or mix of mall stores; and
'balance' implies issues focusing on the location and
relationship of tenants in [it]," Mr. Chotvacs states, pointing
the Court to In re Federated Dept. Stores, Inc., 135 B.R.
941, 943 (Bankr. S.D.Ohio 1991).

In effect, Mr. Chotvacs continues, the proposed use of the
Premises as a bank will adversely affect the Landlord's
merchandising plans for the Center.

Additionally, the Debtors' proposed assumption and assignment of
the Lease to Washington Mutual places the Landlord in breach of
the Bank of the West Lease and can subject Sywest to significant
damages and legal fees, Mr. Chotvacs says.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.  (Movie Gallery Bankruptcy News Issue No. 22;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/     
or 215/945-7000)


MOVIE GALLERY: Wants Consent Procedures for Lessors Approved
------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates asked the Honorable
Douglas O. Tice of the U.S. Bankruptcy Court for the Eastern
District of Virginia to approve procedures for receiving prior
written consent of lessors to extend the deadline by which the
Debtors must assume or reject unexpired leases of nonresidential
real property.

As part of their prepetition and ongoing restructuring
initiatives, the Debtors have made decisions since the date of
bankruptcy with respect to approximately 1,000 leases of
nonresidential real property to maximize the value of their
estates.

The Debtors maintained that they will need additional flexibility  
to assume or reject their remaining 3,000 leases, which may
foreclose some restructuring options and create unnecessary
administrative claims.  Alternatively, the Debtors would be
forced to negotiate extensions with several landlords on an
individual basis, which is a process that would prove inefficient
and expensive.

Pursuant to the Consent Procedures, the Debtors proposed that:

   (a) they will compile a schedule of the Leases on which
       additional time is needed to make decisions to assume or
       reject;
               
   (b) a notice of the Court-approval of the Consent Procedures        
       will be sent to landlords;

   (c) a Consent Letter will be sent to concerned lessors;

   (d) the Consent Letter will state the Debtors' request for the
       Lessor's written consent to the lease decision deadline,
       to be extended through and including the earlier of:
       
          (a) Sept. 15, 2008; and
          
          (b) the Plan Effective Date in exchange for $100
              consent check for each lease.

       A full-text copy of the Consent Letter is available for
       free at http://researcharchives.com/t/s?299f/

   (e) a lessor's cashing of the consent check that the Debtors
       will send along with the Consent Letter constitutes an
       acceptance of the Debtors' offer for $100 and consent that
       the lease decision deadline may be extended, thereby
       creating a written contract between the Debtors and the
       lessor;

   (f) by entering into the Contract, the Lessor is deemed to
       have given the Debtors "prior written consent" within the
       meaning of Section 365(d)(4)(B)(ii) of the Bankruptcy
       Code;

   (g) the Lessor will have the opportunity to "opt out" through
       the Opt Out Form, a full-text copy of which is available
       for free at http://researcharchives.com/t/s?29a0

   (h) the Debtors will submit for final Court authorization of a
       lease decision extension a proposed order identifying the
       consenting lessors.

A full-text copy of the proposed Consent Procedures is available
for free at http://researcharchives.com/t/s?29a1

Peter J. Barrett, Esq., at Kutak Rock LLP, in Richmond, Virginia
said that pursuant to the Consent Procedures, each lessor may opt
out by informing the Debtors; or not cashing the Consent Check.
Accordingly, Mr. Barrett continues, the proposed Consent
Procedures do not unfairly prejudice the lessors.

Mr. Barrett contended that the Consent Procedures provide lessors
the option to enter into, and be compensated through, the written
contracts while disallowing the Debtors from potentially making
premature assumption or rejection of leases.

Furthermore, Mr. Barrett maintained that the Debtors' use of their
assets to issue consent checks is justified because this affords
the Debtors additional time to conduct a thorough analysis of the
Leases.  The Debtors expect that spending $100 per lease is
reasonable payment in light of the benefits that the Consent
Procedures offer to all parties, Mr. Barrett tells Judge Tice.

                         Landlords Object

More than 25 landlords object to the Debtors' proposed lease
decision extension consent procedures:

   * The Macerich Company, RREEF Management Company, West Valley
     Properties, Westwood Financial Corporation, Watt Management
     Company, Sywest Development, Jones Lang LaSalle Americas,
     Inc., J.H. Snyder Company, Sol Hoff Company, LLC and Beverly
     Wilcox Properties, LLC;

   * Aronov Realty Management, Centro Properties Group
     Developers, Diversified Realty Corporation, Federal Realty
     Investment Trust, General Growth Management, Inc., Levin
     Management Corporation, The Morris Companies Affiliates,
     American Resurgens, WP Realty and Regency Centers L.P.; and

   * Weingarten Realty Investors and its affiliates, BC Woods
     Properties, Benderson Development Company, Kanoa West
     Pointe, LLC, Mala LLC, and RMC Property Group.

The Landlords contend that cashing the $100 check cannot replace
the requirement that the Debtors obtain the prior written consent
of the Landlords within the meaning of Section 365(d)(4)(B)(ii)
of the Bankruptcy Code.

The Debtors should be required to secure written consent or a
stand alone agreement with the affected Landlord, instead of
deeming that the Landlord has accepted the extension request
through the cashing of the check, the Landlords maintain.

In addition, the mechanism proposed by the Debtors is prone to
numerous situations where the check may be cashed by an entity
that is unauthorized to decide whether to allow the Debtors to
extend the time to assume or reject the lease, the Landlords tell
Judge Tice.

The Landlords further relate that they receive checks "in an
untimely fashion that are sent to former landlords' lock boxes",
where the Landlords have no way of tracking the checks under the
Debtors' proposal; hence, the risk of accidental cashing of the
checks "is too high".

The Landlords also note that the Bankruptcy Code provides no
authority for the Debtors to assume or reject leases beyond the
Plan confirmation date.

Against this backdrop, the Landlords ask the Court to deny the
Extension Procedures Request and disallow attempts to have the
cashing of a check being a deemed Landlord's acceptance of a
lease decision period extension.

In the alternative, the Landlords ask Judge Tice to require the
Debtors to provide a mechanism for any related lease decision
period with a separate written extension consent or stand-alone
agreement.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.  (Movie Gallery Bankruptcy News Issue No. 22;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/     
or 215/945-7000)


MT. POCONO MEDICAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Mt. Pocono Medical, LLC
        4 Fork Street
        Mt. Pocono, PA 18344

Bankruptcy Case No.: 08-15245

Chapter 11 Petition Date: March 25, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Christopher R. Bedi, Esq.
                  56 Park Pl.
                  Newark, NJ 07102
                  Tel: (973) 643-1930

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.


MULBERRY STREET: Moody's Downgrades Ratings on Five Note Classes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Mulberry Street CDO II, Ltd.:

Class Description: $30,000,000 Class A-1U Floating Rate Notes Due
Aug. 12, 2038

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

Class Description: $73,500,000 Class A-2 Floating Rate Notes Due
Aug. 12, 2038

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $4,000,000 Class B-F Fixed Rate Notes Due
Aug. 12, 2038

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

Class Description: $38,000,000 Class B-V Floating Rate Notes Due
Aug. 12, 2038

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

Additionally, Moody's downgraded these notes:

Class Description: $7,000,000 Class C Fixed Rate Notes Due
Aug. 12, 2038

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

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


MANIS LUMBER: Court Approves Lamberth Cifelli as Bankr. Counsel
---------------------------------------------------------------
Manis Lumber Company and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Northern District of
Georgia to employ Lamberth Cifelli Stokes Ellis & Nason P.A. as
counsel.

Lamberth Cifelli is expected to:

   a) advise, assist and represent the Debtors on their rights,
      powers, duties and obligations in the administration of
      these cases, and the collection, preservation of assets of
      the Debtors' estates;

   b) advise, assist and represent the Debtors with regard to:

      (i) any claims and causes of action which their estates may
          have against various parties including, without
          limitation, claims of preferences, fraudulent
          conveyances, improper disposal of assets, and other
          claims or rights to recovery granted to the estate;

     (ii) institute appropriate adversary proceedings and other
          litigation and claims and causes of action; and

    (iii) the review and analysis of any legal issues in
          connection with these cases;

   c) advise, assist and represent the Debtors with regard to the
      investigation of the desirability and feasibility of the
      rejection or assumption and potential assignment of any
      executory contracts or unexpired leases, and liens and
      encumbrances asserted against the properties of the estates
      and potential avoidance actions for the benefit of the
      estates, within the Debtors' rights and powers under the
      Bankruptcy Code, the initiation and prosecution of
      appropriate proceedings;

   d) advise, assist and represent the Debtors in connection with
      all applications, motions, or complaints concerning
      reclamation, sequestration, relief from stays, disposition
      or other use of assets of the estates, and all other
      similar matters;

   e) advise, assist and represent the Debtors with regard to the
      preparation, drafting, and negotiation of a plan of
      reorganization or liquidation and accompanying disclosure
      statement, or negotiation with other parties presenting a
      plan of reorganization or liquidation and accompanying
      disclosure statement; and in connection with the sale or
      other disposition of any assets of the estate, including
      without limitation, the investigation and analysis of
      alternative methods:

      (i) employment of auctioneers, appraissers, or other
          persons;

     (ii) negotiations with prospective purchasers and evaluation
          of any offers received;

    (iii) the drafting of appropriate contracts, instruments of
          conveyance, and other documents;

     (iv) the preparation, filing and service as required of
          appropriate motions, notices, and other pleadings as
          may be necessary to comply with the Bankruptcy Code; and

      (v) representation of the Debtors in connection with the
          consummation and closing of any transactions;

   f) prepare pleadings, applications, motions, reports and other
      papers incidental to administration, and to conduct
      examinations as may be necessary;

   g) provide support and assistance to the Debtors with regards
      to the proper receipt disbursement and accounting for funds
      and property of the estates;

   h) provide support and assistance to the Debtors with regard to
      the review of claims against the Debtors with regard to the
      review of claims against the Debtors, the investigation of
      amount properly allowable and appropriate priority or
      classification of the same, and the filing and prosecution
      of the objections to claims as appropriate;

   i) perform any and all other legal services incident to the
      proper administration of this case and the representation of
      the Debtors in the performance of their duties and exercise
      of their right and powers under the Bankruptcy code.

G. Frank Nason, IV, Esq., a member at Lamberth Cifelli Stokes
Ellis & Nason P.A. tells the Court that the firm's professionals
bills are:

     Professionals                 Designation    Hourly Rate
     -------------                 -----------    -----------
     J. Michael Lamberth, Esq.     Member            $385
     James Craig Cifelli, Esq.     Member            $410
     Gary D. Stokes, Esq.          Member            $310
     G. Frank Nason, IV, Esq.      Member            $350
     Gregory D. Ellis, Esq.        Member            $355
     Stuart F. Clayton, Esq.       Member            $295
     
     A. Alexander Teel, Esq.       Associate         $285
     Sharon K. Kacmarcik, Esq.     Associate         $285
     William D. Matthews, Esq.     Associate         $285
     Robert B. Campos. Esq.        Associate         $200
     Christopher D. Phillips, Esq. Associate         $190
         
Mr. Nason related that the firm received on Jan. 29, 2008, a
retainer fee advance of $75,000.  

Mr. Nason added that the firm will reimburse all out-of-pocket
expenses incurred in in rendering services in connection with
these cases.

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

Mr. Nason can be contacted at:

     Lamberth Cifelli Stokes Ellis & Nason P.A.
     Suite 550, 3343 Peachtree Road, NE
     Atlanta, GA 30326
     Tel (404) 262-7373

Headquartered in Rome, Georgia, Manis Lumber Co. dba Wheeler's
manufactures and distributes building materials to professional
home builders in from about 20 locations in Georgia, Alabama, and
North Carolina.  Materials distributed include engineered,
framing, and pressure-treated lumber, hardware, roofing, and stair
parts.  They also make trusses and wall panels, and provide door
and window assembly, well as installed sales.  

The Debtor and its Debtor-affiliates filed for separate Chapter 11
petitions on Feb. 11, 2008, (Bankr. N.D. Ga. Case No.: 08-40398
thru 08-40417.)  Manis Lumber Co's financial condition when it
filed for protection from its creditors showed estimated assets of
$1 million to $10 million and estimated debts of $10 million to
$50 million.


NABI BIOPHARMA: S&P Withdraws All Ratings At Issuer's Request
-------------------------------------------------------------
At the request of the issuer, Standard & Poor's Ratings Services
withdrew all its ratings on Nabi Biopharmaceuticals.

                            Ratings List

                      Nabi Biopharmaceuticals

    Ratings Withdrawn             To             From
                                  --             ----
      Corporate credit rating     NR             B-/Stable/-
      Senior unsecured debt       NR             B-


NASTECH PHARMACEUTICAL: KPMG LLP Expresses Going Concern Doubt
--------------------------------------------------------------
KPMG LLP raised substantial doubt about the ability of Nastech
Pharmaceutical Company, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses, recurring negative cash flows from operations, and
accumulated deficit.

Management related that the company had not been profitable on an
annual basis for 10 years, and it may never become profitable.  
The company had incurred net losses in each of the past ten years.  
As of Dec. 31, 2007, it had an accumulated deficit of nearly
$194,900,000 and expects additional losses in the future as the
company continues research and development activities.

Nastech's process of developing its products requires significant
research and development efforts, including basic research, pre-
clinical and clinical development, and FDA regulatory approval.  
These activities, together with sales, marketing, general and
administrative expenses, have resulted in operating losses in the
past, and there can be no assurance that the company can achieve
profitability in the future.  Its ability to achieve profitability
depends on its ability, alone or with its collaborators, to
develop drug candidates, conduct clinical trials, obtain necessary
regulatory approvals, and manufacture, distribute, market and sell
its drug products.  The company cannot assure that it will be
successful at any of these activities or predict when it will ever
become profitable.

The company posted a net loss of $52,372,000 on total revenue of
$18,137,000 for the year ended Dec. 31,2007, as compared with a
net loss of $26,877,000 on total revenue of 28,490,000 in the
prior year.

The company had a working capital surplus of $31,100,000 as of
Dec. 31, 2007 and $42,800,000 as of Dec. 31, 2006.  As of Dec. 31,
2007, it had around $41,600,000 in cash, cash-equivalents and
short-term investments, including $2,200,000 in restricted cash.  
However, while it continues to implement cost containment efforts,
its operating expenses will consume a material amount of its cash
resources.

At Dec. 31, 2007, the company's balance sheet showed $61,616,000
in total assets, $22,396,000 in total liabilities and $39,220,000
in stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?296d

                   About Nastech Pharmaceutical

Nastech Pharmaceutical Company, Inc., (NasdaqGM: NSTK) --
http://www.nastech.com -- a biopharmaceutical company, develops  
and commercializes therapeutic products based on its proprietary
molecular biology-based drug delivery technology.  Its proprietary
technologies primarily focus on the intranasal delivery of
compounds ranging from small molecules to peptides and proteins.  
The company and its partners are developing a product portfolio
across multiple therapeutic areas, including products targeted for
the treatment of osteoporosis, diabetes, obesity, autism,
respiratory diseases, and inflammatory conditions. In addition,
the company is developing a class of therapeutics utilizing RNA
interference technology to down-regulate the expression of
diseases causing proteins that are over-expressed in inflammation,
viral respiratory infections, and other diseases.  

Nastech has collaborations with Procter & Gamble Pharmaceuticals,
Inc., for the development and commercialization of Parathyroid
Hormone (PTH1-34) nasal spray; Amylin Pharmaceuticals, Inc., for
development and commercialization of exenatide nasal spray; Novo
Nordisk A/S for multiple undisclosed indications; and Par
Pharmaceutical Companies, Inc., for distribution of Nastech's
generic calcitonin-salmon nasal spray.  It also has collaborations
with Merck & Co., Inc., and QOL Medical LLC.  The company was
founded in 1983 and is headquartered in Bothell, Wa.


NATCHEZ HOSPITAL: Board Hires Eilen Schaffer as Bankruptcy Counsel
------------------------------------------------------------------
At Monday's meeting, Natchez Regional Medical Center's board of
trustees decided to engage Eilen Schaffer, Esq., of Jackson,
Mississippi, as the ailing hospital's bankruptcy counsel, Mary
Hood writes for The Natchez Democrat.

Ms. Schaffer is expected to assist the hospital by pooling
information necessary for filing petition with the bankruptcy
court, the report says.

A senate bill recommending the hospital's chapter 9 filing is now
on its way to the office of Gov. Haley Barbour for approval.  This
story is separately reported in today's issue of the Troubled
Company Reporter.

Natchez Regional Medical Center is owned by Adams County and is
located in Natchez, Mississippi.


NATCHEZ HOSPITAL: Bill on Chapter 9 Bankruptcy Sent to Governor
---------------------------------------------------------------
Senate Bill 3186 relating to a chapter 9 bankruptcy filing of
Natchez Regional Medical Center was sent to Gov. Haley Barbour's
office for approval, The Natchez Democrat and Fort Mill Times in
Natchez, Mississippi report.

As reported in the Troubled Company Reporter on March 17, 2008,  
that Natchez Hospital obtained authority from the Mississippi
Senate to seek protection under Chapter 9 of the U.S. Bankruptcy
Code, The Associated Press reports.  The hospital's officials
deemed that bankruptcy was their only option.

The hospital's board can't officially vote on and declare chapter
9 bankruptcy without the approval from the Senate and the
Governor.

Walter Brown, board attorney at Natchez Hospital, told reporters
he is confident that the Governor will approve of the bill.  
According to Mr. Brown, the Governor has been informed about the
hospital's troubles.  He said that under bankruptcy, the hospital
will be allowed to restructure its debts and plot strategies of
repaying them, Democrat and Times note.

Based on the reports, the hospital has about 40 contracts that
will be negotiated under chapter 9.

Gov. Barbour is expected to receive the bill next week and has
five days to decide whether to approve it or not, reports relate.

Natchez Hospital's board will meet Monday to continue discussions
on the bankruptcy, reports add.

Natchez Regional Medical Center is owned by Adams County and is
located in Natchez, Mississippi.


NATIONAL ENERGY: Files Certificate of Dissolution in Delaware
-------------------------------------------------------------
National Energy Group Inc. filed a certificate of dissolution with
the Delaware Secretary of State in accordance with the Plan of
Complete Dissolution and Liquidation of National Energy Group
Inc., which was approved at a special meeting of the company's
shareholders on March 14, 2008.

The dissolution of the company became effective as of 5:00 p.m.,
Eastern Time, on March 25, 2008.  The company's board of directors
fixed this same time and date as the final record date for
determination of those company shareholders entitled to receive
liquidation distributions, if and when authorized by the board,
under the Plan.

Distributions to company shareholders pursuant to the Plan shall
be in complete cancellation of all of the outstanding shares of
the company's common stock.  From and after the Final Record Date,
and subject to applicable law, the company's common stock is no
longer treated as outstanding and each holder of the company's
common stock has ceased to have any rights in respect thereof,
except the right to receive distributions pursuant to and in
accordance with the Plan.

Also effective as of the Final Record Date, the company's share
transfer books have been closed and the company's transfer agent,
Wells Fargo, will no longer process share transfer requests.

The company is submitting a Certification and Notice of
Termination of Registration on Form 15 to the Securities and
Exchange Commission for the purpose of deregistering its
securities under the Securities Exchange Act of 1934, as amended.

As a result of this filing, the company will immediately suspend
the filing of any further periodic reports under the 1934 Act and,
absent contrary action by the SEC, its status as a 1934 Act
reporting company will be terminated within 90 days after its
filing of the Form 15.

The company will not make any liquidation distributions to
shareholders pursuant to the Plan and the Dissolution until the
board, at a future meeting thereof and by majority vote,
determines that the company has paid, or made adequate provision
for the payment of, its liabilities and obligations, including any
liabilities relating to the purported stockholder derivative and
class action lawsuit styled Andrew T. Berger v. Icahn Enterprises
LP, et al. (Case No. 3522-VCS) (the "Lawsuit") and the company's
possible indemnification obligations to the current and former
officers and directors named as defendants to the Lawsuit.

The company will provide periodic updates on the status of its
dissolution process via press release or mailings to former
company shareholders as of the Final Record Date.

              About National Energy Group Inc.

Headquartered in Dallas, Texas, National Energy Group Inc.
(OTC:NEGI) -- http://www.negx.com/-- was a management company     
engaged in the business of managing the exploration, development,
production and operations of oil and natural gas properties,
primarily located in Texas, Oklahoma, Arkansas and Louisiana (both
onshore and in the Gulf of Mexico).  The company managed the oil
and natural gas operations of NEG Operating LLC, National Onshore
LP, formerly TransTexas Gas Corporation and National Offshore LP,
formerly Panaco Inc., all of which are affiliated entities.  Its
principal assets were its unconsolidated non-controlling 50%
membership interest in NEG Holding LLC and the management
agreements with Operating LLC, National Onshore and National
Offshore.  

On Nov. 21, 2006, NEGI completed the sale of its non-controlling
50% membership interest in NEG Holding LLC to NEG Oil & Gas LLC,
paid its debt obligations in full, terminated its management
agreements with NEG Operating LLC, National Onshore LP and
National Offshore LP and terminated the employment of the majority
of its employees.  Subsequent to Nov. 21, 2006, NEGI has no
business operations and its principal assets consist of cash and
short-term investment balances.


NATIONAL RV: Wants Exclusive Plan Filing Period Extended
--------------------------------------------------------
National R.V. Holdings Inc. and National R.V. Inc. ask the Hon.
Peter H. Carroll of the United States Bankruptcy Court for the
Central District of California to further extend their exclusive
periods to:

   a) file a Chapter 11 plan until June 27, 2008; and

   b) solicit acceptances of that plan until May 28, 2008.

David M. Guess, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP in
Los Angeles, California, says that the Debtors are in the process
of liquidating their assets.

Mr. Guess relates that the Debtor have generated at least $22
million of cash from the sale of certain personal property assets
and sold about 145 recreational vehicles to Dennis Dillon RV LLC
for approximately $14.25 million.

The Debtors tell the Court that they need more time to implement
and to complete the final phase of their liquidation.

                        About National R.V.

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its      
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  David Guess, Esq.,
at Klee Tuchin Bogdanoff & Stern LLP, represents the Debtors in
their restructuring efforts.  The Debtors selected OMNI Management
Group LLC as their claim, notice and balloting agent.  The U.S.
Trustee of Region 16 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors in this case.  Pachulski
Stang Ziehl & Jones LLP represents the Committee.

When the Debtors filed for protection against their creditors,
it listed total assets of $54,442,000 and total debts of
$30,128,000.


NEENAH FOUNDRY: S&P Assigns 'B' Rating on Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Neenah
Foundry Co. (B/Watch Neg/--) on CreditWatch with negative
implications.  The Neenah, Wisconsin-based company had roughly
$334 million of debt at Dec. 31, 2007.
      
"The CreditWatch placement reflects our view that Neenah's
operating performance in its key municipal and heavy-duty truck
segments could continue to be weak in 2008, which could exert
pressure on the company's liquidity position," said Standard &
Poor's credit analyst James Siahaan.  

Neenah is currently in compliance with its covenants.  Still, weak
earnings, higher capital requirements, and high cash interest
requirements could reduce revolving facility availability and
potentially activate financial covenants that the company could
have difficulty meeting.
     
Neenah Foundry holds respectable niche positions in the highly
cyclical and competitive metal casting markets.  Standard & Poor's
will continue to monitor Neenah's liquidity.  S&P will lower the
ratings, possibly by multiple notches, if S&P determines that
liquidity is likely to weaken during the remainder of 2008.


NEUROGEN CORP: PricewaterhouseCoopers Raises Going Concern Doubt
----------------------------------------------------------------
PricewaterhouseCoopers LLP expressed substantial doubt about the
ability of Neurogen Corporation to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.  The auditor noted that the company has
suffered recurring losses from operations and has a working
capital balance.

                        Financial Turmoil

Neurogen's future financial results are uncertain.  Neurogen has
experienced significant losses and negative cash flows from
operations since it commenced operations in 1987.  Neurogen's
accumulated net losses as of December 31, 2007 were $288,100,000.  
These losses have primarily resulted from expenses associated with
its research and development activities, including pre-clinical
and clinical trials and general and administrative expenses.

Neurogen anticipates that its research and development expenses
will remain significant in the future, and it expects to incur
losses over at least the next several years as it continues its
research and development efforts, pre-clinical testing, clinical
trials and, if implemented, manufacturing, marketing and sales
programs.  As a result, Neurogen cannot predict when or whether it
will become profitable, and if it does, it may not remain
profitable for any substantial period of time.  If Neurogen fails
to achieve profitability within the timeframe expected by
investors, the market price of its common stock may decline making
its business unsustainable.

Neurogen has spent and will continue to spend substantial funds to
complete the research, development and clinical testing of its
products.  In the future, Neurogen expects to need additional
funds for these purposes as well as to establish additional
clinical-scale and commercial-scale manufacturing arrangements and
to provide for the marketing and distribution of its products.  In
particular, carrying out the development of its unpartnered
product candidates to later stages of development and developing
other research programs to the stage that they may be partnered,
if at all, will require significant additional expenditures,
including the expenses associated with preclinical testing,
clinical trials and other product development activities.  
Neurogen may not be able to acquire additional funds on
commercially reasonable terms or at all.  If Neurogen cannot
obtain adequate capital, it may have to delay, reduce the scope of
or eliminate one or more of its research or development programs.  
The reduction would concentrate its risks in fewer programs.

The company posted a net loss of $55,706,000 on total sales of
$10,872,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $53,776,000 on total sales of $4,467,000 in the prior
year.

                   Restructuring of R&D Efforts

In February 2008, Neurogen announced a restructuring of certain of  
its research and development efforts.  This plan is intended to
allocate the company's resources to facilitate growth and increase
the potential value of  Neurogen's clinical programs.  The company
expects to incur restructuring charges, primarily associated with
severance benefits, of nearly $2,500,000 in the first and second
quarters of 2008.  Neurogen cannot provide assurance that the
company will achieve the targeted benefits under these programs or
that the benefits, even if achieved, will be adequate to meet
long-term growth expectations.  Furthermore, the restructuring
efforts may yield unanticipated consequences, such as increased
burden on administrative, operational, and financial resources and
increased responsibilities for management personnel.  As a result,
the ability to respond to unexpected challenges may be impaired
and the company may be unable to take advantage of new
opportunities.

                     Reduction of 70 Positions

In connection with the restructuring, Neurogen reduced its
workforce by approximately 70 employees.  Employees whose
positions were eliminated in connection with this reduction may
seek future employment with competitors.  Although all employees
are required to sign a confidentiality agreement at the time of
hire, there can be no assurance that the confidential nature of
proprietary information will be maintained in the course of the
future employment.  Any additional restructuring efforts could
divert the attention of management away from operations, harm the
company's reputation and increase expenses.  There can be no
assurance that the company will not undertake additional
restructuring activities, that any of the restructuring efforts
will be successful, or that the company will be able to realize
the cost savings and other anticipated benefits from previous or
future restructuring plans.

                    No Revenue Since Inception

Since its inception in September 1987, Neurogen has been engaged
in the discovery and development of drugs.  The company has not
derived any revenue or earnings from product sales and has
incurred, and expects to continue to incur, significant losses in
most years prior to deriving any product revenues or earnings.  
Revenues to date have come from six collaborative research
agreements, one license agreement and one technology transfer
agreement.

During 2007, the company incurred significant expenses in
conducting clinical trials and other development activities, such
as formulation testing and toxicology studies for adipiplon, the
company's lead compound for insomnia (formerly "NG2-73"),
aplindore to be tested in Phase 2 trials for restless legs
syndrome and Parkinson's disease and NGD-4715, the Company's lead
compound in its obesity program.  Adipiplon is currently in Phase
2 testing for the treatment of insomnia, and preparations are
underway for phase 1 and 2 testing in anxiety and schizophrenia.  
If adipiplon and aplindore continue to progress in further studies
for any of these indications without the company partnering the
programs, clinical trial and other development expenses will
continue to increase.  The actual amount of these development
expenses will be determined by the results of each study in all of
the adipiplon and aplindore programs.

At Dec. 31,2007, the company's balance sheet showed $71,370,000 in
total assets, $16,763,000 in total liabilities and $54,607,000
stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at:  http://ResearchArchives.com/t/s?2971

                          About Nuerogen

Neurogen Corporation (NasdaqGM: NRGN) --  http://www.neurogen.com  
-- operates as a drug discovery and development company focusing
on new small molecule drugs for various disorders, including
insomnia, obesity, pain, Parkinson's disease, Restless Legs
Syndrome (RLS), and depression/anxiety.  Its clinical development
programs include NG2-73, which is in phase II clinical trials for
the treatment of insomnia; NGD-8243/MK2295, a vanilloid receptor
(VR1) antagonist, which is in phase II clinical trials for
treating pain; Aplindore, a small molecule partial agonist for the
D2 dopamine receptor for the treatment of Parkinson's disease and
RLS; and NGD-4715, which is in phase I clinical trial for the
treatment of obesity.  The company has collaboration agreement
with Merck & Co., Inc., to discover and develop drugs targeting
VR1 for the treatment of pain.  Neurogen was founded in 1987 and
is based in Branford, Connecticut.


NEW CENTURY: Recent Losses Cues Moody's Rating Cuts on 81 Tranches
------------------------------------------------------------------
Moody's Investors Service downgraded 81 tranches from 17 deals
sold by various issuers in 2004 and 2005.  The actions are based
on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
expected losses.  The transactions are backed by primarily first
lien adjustable subprime mortgage loans originated by New Century
Mortgage Corporation.

The certificates have been downgraded based upon recent and
expected pool losses and the resulting erosion of credit support.   
Moreover, increasing delinquencies along with step-down, or the
possibility thereof, are likely to cause further erosion of credit
enhancement levels.

Complete rating actions are:

Issuer: Asset Backed Securities Corporation Home Equity Loan Tr
2004-HE8

  -- Cl. M4, Downgraded to Baa3 from Baa1
  -- Cl. M5, Downgraded to Ba2 from Baa2
  -- Cl. M6, Downgraded to B2 from Baa3
  -- Cl. M7, Downgraded to Ca from Ba1

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2004-HE7

  -- Cl. M9, Downgraded to Caa2 from Ba3

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2005-HE2

  -- Cl. M4, Downgraded to Baa1 from A3
  -- Cl. M5, Downgraded to Baa3 from Baa1
  -- Cl. M6, Downgraded to Ba1 from Baa2
  -- Cl. M7, Downgraded to Ba3 from Baa3
  -- Cl. M8, Downgraded to B3 from Ba1

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2005-HE4

  -- Cl. M6, Downgraded to Baa2 from A3
  -- Cl. M7, Downgraded to Baa3 from Baa1
  -- Cl. M8, Downgraded to Ba1 from Baa2
  -- Cl. M9, Downgraded to Ba3 from Baa3
  -- Cl. M10, Downgraded to B1 from Ba1
  -- Cl. M11, Downgraded to Caa2 from Ba2

Issuer: Carrington Mortgage Loan Trust, Series 2005-NC1

  -- Cl. M-6, Downgraded to Baa3 from Baa1
  -- Cl. M-7, Downgraded to Ba2 from Baa2
  -- Cl. M-8, Downgraded to B2 from Baa3
  -- Cl. M-9, Downgraded to Caa2 from Ba1

Issuer: Carrington Mortgage Loan Trust, Series 2005-NC2

  -- Cl. M-7, Downgraded to Ba1 from Baa2
  -- Cl. M-8, Downgraded to Ba2 from Baa3
  -- Cl. M-9, Downgraded to B1 from Ba1

Issuer: Carrington Mortgage Loan Trust, Series 2005-NC3

  -- Cl. M-7, Downgraded to Ba1 from Baa2
  -- Cl. M-8, Downgraded to Ba3 from Baa3
  -- Cl. M-9, Downgraded to B3 from Ba1

Issuer: GSAMP Trust 2005-NC1

  -- Cl. B-2, Downgraded to Baa3 from Baa1
  -- Cl. B-3, Downgraded to Ba1 from Baa2
  -- Cl. B-4, Downgraded to Ba3 from Baa3

Issuer: MASTR Asset Backed Securities Trust 2005-NC1

  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to Ba1 from Baa1
  -- Cl. M-8, Downgraded to Ba2 from Baa2
  -- Cl. M-9, Downgraded to B1 from Baa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-HE1

  -- Cl. M-4, Downgraded to A3 from A1
  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. B-1, Downgraded to Baa3 from Baa1
  -- Cl. B-2, Downgraded to Ba2 from Baa2
  -- Cl. B-3, Downgraded to B1 from Baa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-NC1

  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. B-1, Downgraded to Baa3 from Baa1
  -- Cl. B-2, Downgraded to Ba2 from Baa2
  -- Cl. B-3, Downgraded to B1 from Baa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-NC2

  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa3 from A3
  -- Cl. B-1, Downgraded to Ba1 from Baa1
  -- Cl. B-2, Downgraded to Ba3 from Baa2
  -- Cl. B-3, Downgraded to B2 from Baa3

Issuer: New Century Home Equity Loan Trust 2005-3

  -- Cl. M-4, Downgraded to A3 from A1
  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to Ba2 from Baa1
  -- Cl. M-8, Downgraded to Ba3 from Baa2
  -- Cl. M-9, Downgraded to Caa1 from Baa3

Issuer: New Century Home Equity Loan Trust, Series 2004-4

  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa3 from A2
  -- Cl. M-6, Downgraded to Ba2 from A3
  -- Cl. M-7, Downgraded to B1 from Baa1
  -- Cl. M-8, Downgraded to Caa2 from Baa2
  -- Cl. M-9, Downgraded to Caa3 from Baa3

Issuer: New Century Home Equity Loan Trust, Series 2005-1

  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Baa3 from A3
  -- Cl. M-7, Downgraded to Ba3 from Baa1
  -- Cl. M-8, Downgraded to B2 from Baa2
  -- Cl. M-9, Downgraded to Caa2 from Baa3

Issuer: New Century Home Equity Loan Trust, Series 2005-2

  -- Cl. M-2, Downgraded to Aa3 from Aa2
  -- Cl. M-3, Downgraded to A2 from Aa3
  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Ba1 from A3
  -- Cl. M-7, Downgraded to B1 from Baa1
  -- Cl. M-8, Downgraded to Caa1 from Baa2
  -- Cl. M-9, Downgraded to Caa3 from Baa3

Issuer: Securitized Asset Backed Receivables LLC Trust 2004-NC3

  -- Cl. M-2, Downgraded to Baa3 from A2
  -- Cl. M-3, Downgraded to Ba2 from A3
  -- Cl. B-1, Downgraded to Caa2 from Baa1
  -- Cl. B-2, Downgraded to Ca from Baa2
  -- Cl. B-3, Downgraded to Ca from Baa3
  -- Cl. B-4, Downgraded to C from Ba1


OCEANVIEW CBO: Fitch Pares Ratings on Custodial Receipts to 'BB'
----------------------------------------------------------------
Fitch Ratings downgraded Oceanview A1B Custodial Receipts, a
collateralized debt obligation, to 'BB' from 'A' following Fitch's
downgrade of Security Capital Assurance Ltd. and its financial
guaranty insurance subsidiaries ratings earlier.  Oceanview A1B
Custodial Receipts' rating has also been removed from Rating Watch
Negative.

Fitch downgraded the 'A' Insurer Financial Strength ratings of SCA
and its subsidiaries to 'BB' earlier.  The rating of the receipts
is supported by a financial guaranty policy provided by XL Capital
Assurance, Inc.

In addition to the financial guarantee policy, the receipts are
secured by the class A-1B Notes of Oceanview CBO I, Ltd. rated
'BB-' by Fitch.  Fitch's rating on the underlying notes was
assigned on June 27, 2002 and updated most recently on Aug. 27,
2007.


OCEANVIEW CBO: Moody's Cuts Ratings on Declining Credit Quality
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Oceanview CBO I, Ltd.:

Class Description: $70,000,000 Class A-1B Floating Rate Notes due
June 2032

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

Class Description: $12,500,000 Combination Securities Due June
2032

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

Additionally, Moody's downgraded these notes:

Class Description: $28,000,000 Class A-2 Floating Rate Notes due
June 2032

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

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


OPTEUM MORTGAGE: Moody's Cuts 38 Tranches' Ratings From Four Deals
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 38 tranches
from four transactions issued by Opteum Mortgage Acceptance
Corporation.  Ten downgraded tranches remain on review for
possible further downgrade.  Additionally, 6 tranches were placed
on review for possible downgrade.  The collateral backing these
transactions consists primarily of first-lien, fixed and
adjustable-rate, Alt-A mortgage loans.

The ratings were downgraded or placed on review for possible
downgrade, in general, based on higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to credit enhancement levels.  The actions described
below are a result of Moody's on-going review process.

Issuer: Opteum Mortgage Acceptance Corporation Asset Backed Pass-
Through Certificates 2005-4

  -- Cl. M-1, Downgraded to Aa2 from Aa1
  -- Cl. M-2, Downgraded to A2 from Aa2
  -- Cl. M-3, Downgraded to A3 from Aa3
  -- Cl. M-4, Downgraded to Baa3 from A1
  -- Cl. M-5, Downgraded to Ba3 from A2
  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa2 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-10, Downgraded to Ca from Ba2

Issuer: Opteum Mortgage Acceptance Corporation Asset Backed Pass-
Through Certificates 2005-5

  -- Cl. I-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A1C, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A1D1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-AN, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to A3 from Aa2

  -- Cl. M-3, Downgraded to Baa2 from Aa3

  -- Cl. M-4, Downgraded to Ba3 from A2

  -- Cl. M-5, Downgraded to B3 from A3

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Ba2

  -- Cl. M-8, Downgraded to Ca from B2

  -- Cl. M-9, Downgraded to Ca from B3

  -- Cl. M-10, Downgraded to Ca from Caa3

Issuer: Opteum Mortgage Acceptance Corporation Asset Backed Pass-
Through Certificates 2006-1

  -- Cl. M-2, Downgraded to A1 from Aa2

  -- Cl. M-3, Downgraded to A3 from Aa3

  -- Cl. M-4, Downgraded to Ba1 from A1

  -- Cl. M-5, Downgraded to B3 from A3

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Ba1

  -- Cl. M-8, Downgraded to Ca from Ba2

  -- Cl. M-9, Downgraded to Ca from B3

  -- Cl. M-10, Downgraded to Ca from Caa2

Issuer: Opteum Mortgage Acceptance Corporation Asset Backed Pass-
Through Certificates 2006-2

  -- Cl. A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for      
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from Ba1

  -- Cl. M-7, Downgraded to Ca from Ba3

  -- Cl. M-8, Downgraded to Ca from B3

  -- Cl. M-9, Downgraded to Ca from Caa2


OPTION ONE: Severe Delinquencies Prompts Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four tranches
issued in a transaction backed mostly by Option One collateral.   
The collateral backing each tranche consists primarily of first
lien adjustable-rate and fixed-rate subprime mortgage loans.

The deal being reviewed has experienced an increasing proportion
of severely delinquent loans.  The timing of losses coupled with
the passing of stepdown triggers has caused the protection
available to the subordinated bonds to be diminished.

Complete rating actions are:

Issuer: ABFC 2005-HE1

  -- Cl. M-8, downgraded from Baa2 to Ba1
  -- Cl. M-9, downgraded from Baa3 to Ba3
  -- Cl. B-1, downgraded from Ba1 to B1
  -- Cl. B-2, downgraded from Ba2 to Caa1


ORIGEN FINANCIAL: Grant Thornton Raises Substantial Doubt
---------------------------------------------------------
Grant Thornton LLP raised substantial doubt about Origen
Financial, 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 deteriorating credit and mortgage securitization markets and
the expiration of the supplemental advance facility on
June 13, 2008.

The company's supplemental advance facility expired in March 2008
and has been extended until June 13, 2008.  As of March 14, 2008,
$46 million was outstanding under the supplemental advance
facility.  As of March 14, 2008, $15 million was outstanding under
the Bridge Financing.  The company is seeking alternative means to
satisfy its obligations under these facilities, which may include
cash from operations, asset sales, re-financing arrangements, and
issuances of convertible debt or equity.

                            Financials

For the year ended Dec. 31, 2007, the company posted a $31,767,000
net loss on $92,127,000 of total interest income as compared with
$6,971,000 of net income on $74,295,000 of total interest income
in 2006.

At Dec. 31, 2007, the company's balance sheet showed
$1,284,201,000 in total assets, $1,135,816,000 in total
liabilities, and $148,385,000 in total stockholders' equity.

                         Subsequent Events

   * Because of the unavailability of a profitable financing in
     the securitization market, on March 14, 2008, the company
     sold its portfolio of approximately $174.6 million in
     aggregate principal balance of unsecuritized loans with a
     carrying value of $175.7 million for approximately
     $155 million.

   * The company used the proceeds of the loan sale primarily to
     pay off the outstanding loan balance of approximately
     $146.4 million on its warehouse credit facility, which
     expired on March 14, 2008.

   * Because of the absence of a profitable exit in the
     securitization market and reduced pricing in the whole loan
     market, the company suspended originating loans for its own
     account until these markets recover.  The company will,
     however, continue to provide loan origination services for
     third-parties.

   * The company's stock price has steadily declined to a point
     where it is well below its tangible net book value.  As a
     consequence, the company recorded a non-cash impairment
     charge, writing off its entire goodwill of $32.3 million in
     December 2007.

   * In February 2008, to satisfy its lender, the company sold
     an asset-backed bond for $22.5 million in order to fully
     pay off $19.6 million of repurchase agreements secured by
     this bond and three others that the company continues to
     hold.  Sale of this bond resulted in recording an asset
     impairment charge of $9.2 million in 2007.

   * The company's lender under its supplemental advance credit
     facility secured by a pledge of its residual interests in
     its securitizations has agreed to extend the due date of
     the facility until June 13, 2008.  This facility otherwise
     would have expired on March 14, 2008, and the company would
     have been obligated to repay approximately $50 million
     outstanding under the facility.

   * On March 13, 2008, the company decreased its workforce by
     16% to reduce costs that were associated with originating
     loans for its own account.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?295e

                      About Origen Financial

Based in Southfield, Mich., Origen Financial, Inc. (Nasdaq: ORGN)
-- http://www.origenfinancial.com-- is an internally managed and  
internally advised company that has elected to be taxed as a real
estate investment trust.  It is a national consumer manufactured
housing lender and servicer.  Origen has significant operations in
Ft. Worth, Tex.


ORION 2006-1: Moody's Downgrades Ratings on Five Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Orion 2006-1 Ltd.:

Class Description: $936,000,000 Senior Swap

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

Class Description: $98,500,000 Class A Senior Secured Floating
Rate Notes due 2046

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

Class Description: $81,000,000 Class B Secured Floating Rate Notes
due 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $77,000,000 Class C Secured Deferrable Floating
Rate Notes due 2046

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

Class Description: $36,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes due 2046

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

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


ORTHOFIX INT'L: Moody's Cuts Ratings to 'B1' on Low Free Cash Flow
------------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Orthofix International N.V. and its subsidiary Orthofix
Holdings Inc. and the ratings on the company's senior secured
credit facility to B1 from Ba3.  These actions conclude the
ratings review for possible downgrade that was initiated on
Feb. 14, 2008.

The downgrade to B1 primarily reflects materially lower operating
and free cash flow generation than Moody's had anticipated at the
time of the acquisition of Blackstone in September 2006.  The
downgrade also reflects Moody's concerns regarding increased
litigation risk and appetite for acquisitions.  Further the B1
rating incorporates Moody's concerns regarding the company's
competitive position and its ability to execute on its stated
strategy of becoming a leader in the spine market.

The negative outlook reflects Moody's concerns that strategic
initiatives and the on-going integration of Blackstone, including
potential changes to the distribution network, could lead to
operating disruptions in 2008.  Further, Moody's believes that
Orthofix may face reduced cushion on its financial covenants which
could constrain use of the revolver, resulting in a less favorable
liquidity profile.  Stabilization of the outlook could be
considered if the company's liquidity profile were to be
sustainably improved, notably if Orthofix were to favorably
negotiate the sale of its orthopedic assets and use the proceeds
to repay debt.

The ratings are supported by the currently moderate financial
leverage and solid interest coverage of Orthofix.

Ratings downgraded:

  -- Corporate Family Rating, to B1 from Ba3

  -- Probability of Default Rating, to B2 from B1

  -- $45 million senior secured revolver due 2012, to B1 (LGD3,
     31%) from Ba3 (LGD3, 34%)

  -- $330 million senior secured term loan due 2013, to B1 (LGD3,
     31%) from Ba3 (LGD3, 34%)

The ratings outlook is negative.

Orthofix is a provider of pre and post operative products to
address bone and joint health needs of patients.  Orthofix offers
surgical and non-surgical products primarily for the spine,
orthopedics and sports medicine markets.  The company reported
revenues of $490 million for the twelve months ended Dec. 31,
2007.


PACIFIC LUMBER: Plan Objection & Voting Deadlines Extended
----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas set April 4, 2008, as deadline to file objections to the
confirmation of Scotia Pacific Company LLC's Chapter 11 Plan of
Reorganization.

As of March 25, 2008, three parties have delivered confirmation
objections to the Court -- the United States Trustee for the
Southern and Western Districts of Texas, Pension Benefit Guaranty
Corp., and CNA Insurance Companies.

The Court originally set March 25, 2008, as the deadline by which
the Debtors and MAXXAM Inc., MAXXAM Group Holdings Inc., and
MAXXAM Group Inc.; The Bank of New York Trust Company, N.A., as
Indenture Trustee for the Timber Notes; Marathon Structured
Finance Fund L.P, the Debtors' DIP Lender and Agent under the DIP
Credit Facility; and certain California state and federal agencies
may object to any proposed Plan of Reorganization in the Debtors'
cases.

The California State Agencies refer to the California Resources
Agency, the California Department of Forestry and Fire
Protection, the California Department of Fish and Game, the
California Wildlife Conservation Board, the California Regional
Water Quality Control Board, North Coast Region, and the State
Water Resources Control Board.  The Federal Agencies refer to the
U.S. Fish and Wildlife Service, Department of the Interior, the
National Marine Fisheries Service, and the Department of
Commerce.

The Parties believe that an extension of the objection period
would be appropriate, since depositions relating to confirmation
of a Plan of Reorganization are ongoing.

The Court will hold a pre-trial conference on the Debtors' Plan
Confirmation on April 1, 2008, at 10:00 a.m. (Central time).

                          Voting Deadline

The Court originally set March 25, 2008, as the deadline by which
ballots cast by creditors voting on the competing plans must be
received by the balloting agent.

The Plan Proponents note that the master ballot for use by
brokers, banks, dealers and other agents or nominees for
beneficial owners of timber notes, and the ballots for beneficial
owners of timber notes have the same deadline.

For logical reasons, the Beneficial Owners and Master Ballot
Agents cannot have the same deadline, the Plan Proponents assert.
If a Beneficial Owner returns a ballot to its Master Ballot Agent
by the stated deadline, the Master Ballot Agent will not be able
to count that vote because, pursuant to the Court's Solicitation
Order, the Master Ballot Agent is required to have already
delivered the Master Ballot to the Balloting Agent by the same
March 25 deadline, the Plan Proponents point out.

To enable the timely votes of Beneficial Owners of Timber Notes
to be tabulated, the Parties stipulate that the deadline for:

   (1) the Master Ballot Agents to return Master Ballots to the
       Balloting Agent is extended through March 27, 2008, at
       4:00 p.m. (Central time);

   (2) the Balloting Agent to file the certificate tabulating all
       the Ballots received as to each Plan is extended through
       March 31, 2008 at 4:00 p.m. Central Time; and

   (3) the delivery of Beneficial Owner Ballots to the Master
       Ballot Agents is unchanged.

Judge Schmidt approved the parties' Stipulation.

                   About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 52;
http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: Confirmation Objections Filed Against Rival Plans
-----------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for the Southern and Western
District of Texas, The Pension Benefit Guaranty Corporation, and
Transportation Insurance Company and affiliated entities delivered
to the United States Bankruptcy Court for the Southern District of
Texas separate objections to the confirmation of the Chapter 11
plans of reorganization filed in The Pacific Lumber Company and
its debtor-affiliates' cases.

                     U.S. Trustee's Objection

Charles F. McVay, the United States Trustee for the Southern and
Western Districts of Texas, asks the Court to deny confirmation
of the Plan of Reorganization proposed by The Bank of New York
Trust Company, N.A., as Indenture Trustee for the Timber Notes,
because BoNY seeks exculpation for itself and its corresponding
employees, agents and professionals, and the Debtors from any
claims and causes of action, excepting only the Exculpated
Parties' willful misconduct.

BoNY's exculpatory language is overly broad and improper as it
relates to attorneys and other professionals, and the BoNY Plan
should be amended to except gross negligence from any exculpation
provisions, Charles R. Sterbach, Esq., assistant United States
Trustee, contends.

The Exculpated Parties' Professionals owe fiduciary duties to
their clients, and the duties should not be less in bankruptcy
proceedings than in matters outside of bankruptcy, Mr. Sterbach
asserts.  Moreover, for the legal profession, it has long been
accepted that it is unethical for a professional to accept any
form of exoneration of liability from its client, Mr. Sterbach
points out.

Proponents to the other competing Plans filed with the Court
limit exculpation of professionals and other parties to exclude
willful misconduct and gross negligence, Mr. Sterbach notes.  
"BoNY's Amended Plan should not be confirmed unless its
exculpation provision is amended to exclude similar conduct."

               Pension Benefit Guaranty's Objection

The Pension Benefit Guaranty asks the Court to deny confirmation
of:

   -- the First Amended Chapter 11 Plan for Scotia Pacific
      Company, L.L.C., proposed by the Bank of New York Trust
      Company, N.A., as Indenture Trustee for the Timber Notes;

   -- the First Alternative Plan of Reorganization for Scopac
      proposed by the Debtors and MAXXAM Inc., MAXXAM Group
      Holdings Inc., and MAXXAM Group Inc.;

   -- the Third Amended Joint Plan of Reorganization proposed by
      the Debtors and MAXXAM Inc., MAXXAM Group Holdings Inc.,
      and MAXXAM Group Inc.; and

   -- the First Alternative Plan of Reorganization for Pacific
      Lumber Company proposed by the Debtors and MAXXAM Inc.,
      MAXXAM Group Holdings Inc., and MAXXAM Group Inc.

PBGC, a federal agency wholly owned by the United States
government, administers the nation's pension plan termination
insurance program, established by the Employee Retirement Income
Security Act of 1974.

Marc S. Pfeuffer, Esq., representing the office of the chief
counsel for PBGC, tells the Court that PBGC filed 18 separate
proofs of claim against the Debtors:

   (a) Claim Nos. 527 to 532, one against each of the six
       Debtors, aggregating $21,700,000 -- the estimated amount
       of a PALCO Retirement Plan's unfunded benefit liabilities;

   (b) Claim Nos. 520 to 533, one against each of the six
       Debtors, aggregating 1,060,795 -- the estimated amount of
       contributions that may be owed to the Pension Plan; and

   (c) Claim Nos. 521 to 526, one against each of the six
       Debtors, aggregating 6,836,250 -- the estimated amount of
       premiums owed to PBGC.

As of March 25, 2008, no Debtor, creditor, or other party-in-
interest in the Debtors' Chapter 11 proceedings have objected to
any of the PBGC claims, Mr. Pfeuffer notes.

Mr. Pfeuffer contends that confirmation of the Plans must be
denied for these reasons:

   (1) The Indenture Trustee Plan fails the good-faith test,
       because it addresses only the liabilities and
       responsibilities of Scopac, without, adequately
       acknowledging that Scopac, as a member of PALCO's
       controlled group, is jointly and severally responsible for
       the Pension Plan liabilities.

   (2) The Scopac Alternative Plan fails to disclose critical
       information relating to the Pension Plan.

   (3) The Debtors' Joint Plan and PALCO Alternative Plan
       contemplates substantive consolidation, which is not
       warranted.  

"Whether substantive consolidation is permitted in this case is
vitally important to PBGC, because PBGC's claims against the
Debtors represent joint and several statutory liability to PBGC,
as expressly mandated by Congress," Mr. Pfeuffer asserts.

                      CNA Companies' Objection

Transportation Insurance Company, Continental Casualty Company,
American Casualty Company of Reading Pennsylvania, CNA ClaimPlus,
Inc., as successor-in-interest to RSKCo Services, Inc., and their
American affiliates ask the Court to deny confirmation of the
Plan of Reorganization proposed by Marathon Structured Finance
Fund L.P. and Mendocino Redwood Company, LLC, because it does not
clarify that the CNA Insurance Companies' rights under certain
insurance programs, policies and agreements, are not being
modified.

CNA underwrote a program of insurance for the Debtors, pursuant
to which CNA issued various policies of insurance for the benefit
of the Debtors and their additional insureds, Ruth A. Van Meter,
Esq., at Munsch Hardt Kopf & Harr, PC, in Dallas, Texas, tells
the Court.  

CNA timely filed claims in the Debtors' Chapter 11 cases, with
respect to debits or credits that may become owing based on
ongoing claims under the Policies.

CNA's Claims against the Debtors are secured by credits on the
existing Policies, Ms. Van Meter asserts.

The Marathon Plan does not provide that CNA is entitled to set
off any credit owing to the Debtors, Ms. Van Meter argues.
Moreover, the Marathon Plan should be modified to reflect that no
enlargement, reduction, impairment or other change to the scope
of coverage provided under the Insurance Program and Policies
will result from Confirmation.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 52;
http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: Files Third Amended Joint Plan of Reorganization
----------------------------------------------------------------
Scotia Development Company LLC, The Pacific Lumber Company, Britt
Lumber Co., Inc., Salmon Creek LLC, Scotia Inn Inc. and Scotia
Pacific Company, LLC, delivered to the United States Bankruptcy
Court for the Southern District of Texas, Corpus Christi
Division, their Third Amended Joint Plan of Reorganization, on
March 21, 2008.

The Debtors' Third Amended Plan modifies their treatment of PALCO
Convenience Class Claims to provide that on the distribution
date, each holder of an Allowed PALCO Convenience General
Unsecured Class Claim will receive from Reorganized PALCO in full
satisfaction of the Claim, cash equal to the lesser of (i) 100%
of the Allowed Amount of the Claim, excluding any interest, or
(ii) $10,000 in Cash.

The Third Amended Plan also provides that each Holder of an  
Allowed Secured Line of Credit Claim will receive from
Reorganized Scopac in full satisfaction of the Claim:

   (1) payment of (i) cash on the distribution date in an amount
       equal to the Allowed Amount of the Scopac Line of Credit
       Claim plus accrued but unpaid interest, fees, and other
       expenses, at the applicable non-default rate of interest
       under the Scopac Line of Credit, plus (ii) additional
       unpaid default rate interest under the Scopac Line of
       Credit to be paid in equal monthly installments over a
       year with the first payment to be made on the Distribution
       Date; or

  (ii) other treatment that Scopac and the Claimholder will have
       agreed upon in writing.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 52;
http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: Scotia Pacific Files Amended Alternative Plan
-------------------------------------------------------------
Scotia Pacific Company, LLC, delivered to the United States
Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, on March 20, 2008, its Amended Alternative Plan
of Reorganization.

Scopac's Amended Plan modifies the distribution of Scopac Class 4
Scopac Line of Credit Claim, to reflect that each Holder of an
Allowed Secured Line of Credit Claim will receive from
Reorganized Scopac in full satisfaction of the Claim:

   (1) payment of (i) cash on the distribution date in an amount
       equal to the Allowed Amount of the Scopac Line of Credit
       Claim plus accrued but unpaid interest, fees, and other
       expenses, at the applicable non-default rate of interest
       under the Scopac Line of Credit, plus (ii) additional
       unpaid default rate interest under the Scopac Line of
       Credit to be paid in equal monthly installments over a
       year with the first payment to be made on the Distribution
       Date; or

  (ii) other treatment that Scopac and the Claimholder will have
       agreed upon in writing.

The Scopac Amended Alternative Plan deletes in its entirety the
section discussing the "Terms of the Bank of America Note".

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 52;
http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFICNET INC: To Contradict Debenture Holders' Chapter 11 Filing
------------------------------------------------------------------
PacificNet Inc. intends to oppose the involuntary petition for
Chapter 11 relief filed in federal bankruptcy court by three
holders of PacificNet's Convertible Subordinated Debentures.  
PacificNet plans to move for the dismissal of the filing, and if
successful, to seek damages and attorneys fees.

The company retained counsel to oppose the filing because the
petition fails to meet the standard for invoking an involuntary
bankruptcy and fails to take into consideration other binding
agreements between the company and the petitioning creditors that
control the relationships between them.

"PacificNet intends to take all appropriate actions and remedies
regarding the involuntary petition," CEO Tony Tong, said.  "We are
working very hard with the advice of counsel to resolve this issue
as soon as possible.  We regret the action taken by these
bondholders, however, we must be sure that any settlement reached
is fair to all parties involved, including our shareholders.
In the meantime, we will continue to operate as usual with no
changes to our day-to-day operations. "

Headquartered in Beijing, China, PacificNet Inc., (NasdaqGM: PACT)
-- http://www.pacificnet.com-- provides gaming and mobile game  
technology worldwide.  The company, through its subsidiaries,
offers solutions in casino equipment supply; and the development,
installation, and support of systems and game content for the
casino, lottery, and amusement with prizes (AWP) markets.  The
company was founded in 1987 and has additional offices in Hong
Kong, Shanghai, Shenzhen, Guangzhou, Macau, and Zhuhai, China; the
United States; and the Philippines.

Iroquois Master Fund Ltd., Whalehaven Capital Fund Ltd. and Alpha
Capital AG filed for involuntary Chapter 11 petition against the
Debtor on March 22, 2008, (Bank. D. Del. Case No. 08-10528.)  Adam
Friedman, Esq. at Olshan Grundman, et al. and Robert S. Brady,
Esq. and Ian S. Fredericks, Esq. at Young Conaway, et al.
represent the petitioners in this case.

                           *     *     *

As reported in the Troubled Company Reporter on March 19, 2008,
Los Angeles-based Kabani & Company Inc., raised substantial doubt
about the ability of PacificNet Inc., to continue as a going
concern after it audited the company's financial statements, as
restated, for the year ended Dec. 31, 2006.

The auditor pointed out that the company incurred net losses, had
a negative cash flow in operating activities amounting to negative
$8,190,000 in the year ended Dec. 31, 2006, and the company's
accumulated deficit was $51,090,000 as of Dec. 31, 2006.  In
addition, the company is in default on its convertible debenture
obligation.                    


PALMER ABS: Moody's Junks Rating on $100 Mil. 2047 Notes From 'A1'
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of four classes of
notes issued by Palmer ABS CDO 2007-1 Ltd.  The notes affected by
this rating action are:

Class Description: $100,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $50,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $55,000,000 Class B Floating Rate Deferrable
Subordinate Secured Notes Due 2047

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

Class Description: $40,000,000 Class C Floating Rate Deferrable
Junior Subordinate Secured Notes Due 2047

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
March 6, 2008, as reported by the Trustee, of an event of default
caused when the Net Outstanding Portfolio Collateral Balance plus
the MVS Account excess is less than the sum of the Remaining
Unfunded Notional Amount plus the Outstanding Swap Counterparty
Amount plus the Aggregate Outstanding Amount of the Class A Notes,
as described in Section 5.1(h) of the Indenture dated March 7,
2007.

The rating actions also reflect the changes in the priority of
payments set forth in the Indenture that apply if acceleration
occurs as a result of an event of default.  As provided in Article
5 of the Indenture during the occurrence and continuance of an
Event of Default, certain parties to the transaction may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.  In this
regard, Moody's has received notice from the Trustee that a
majority of the Controlling Class declared the principal of all of
the Secured Notes to be immediately due and payable.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.

Palmer ABS CDO 2007-1, Ltd. is a collateralized debt obligation
provides credit protection to a portfolio of primarily RMBS
securities, CDO securities and CMBS securities.


PEACE ARCH: PwC Expresses Substantial Going Concern Doubt
---------------------------------------------------------
Peace Arch Entertainment Group Inc. filed on Form 20-F its annual
report for the fiscal year ended Aug. 31, 2007, with the U.S.
Securities and Exchange Commission on March 17, 2008.

Upon the recommendation of management, the audit committee of the
board of directors of the company determined that its audited
consolidated financial statements for the year ended Aug. 31,
2006, and unaudited quarterly financial statements for the periods
ended Nov. 30, 2006, Feb. 28, 2007, and May 31, 2007, should be
restated in order to amend its accounting treatment of:

   -- a portion of the interest incurred on certain of its
      production loans and the impact of that treatment on its
      amortization of the company's investment in film and
      television programming;

   -- warrant costs incurred during the quarter ended Feb. 28,
      2007;

   -- penalties relating to outstanding corporate tax issues for
      the fiscal year ended Aug. 31, 2006; and

   -- an understatement of the company's provision for income
      taxes for each of the quarterly periods already mentioned.

                           Going Concern

The company's independent auditor, PricewaterhouseCoopers LLP in
Vancouver, British Columbia, Canada, said, "In the United States,
reporting standards for auditors require the addition of an
explanatory paragraph (following the opinion paragraph) when the
financial statements are affected by conditions and events that
cast substantial doubt on the company's ability to continue as a
going concern."

PwC further said, "Our report to the shareholders dated
March 14, 2008, is expressed in accordance with Canadian reporting
standards which do not permit a reference to such events and
conditions in the auditor's report when these are adequately
disclosed in the financial statements."

Peace Arch's management said that its continuing operations are
dependent upon its ability to continue to raise adequate financing
and to generate profitable operations for the future.

The company has historically relied on both third party and
related party financing.  Management is continuing to target
sources of additional financing as well as other business and
financial transactions to sustain Peace Arch's current and future
operations.  There can be no assurances that it will be successful
in raising additional cash to finance operations or that the
continued support of creditors and shareholders will be available.  

Peace Arch has undergone substantial growth in corporate and sales
infrastructure and also through acquisitions.  It will continue to
require additional financing until the company can generate
substantial positive cash flows from operating activities.  While
Peace Arch continues to maintain its day-to-day activities and
produces and distributes films and television programming, its
working capital situation is severely constrained.

                            Liquidity

During fiscal 2007, the company completed a private placement for
proceeds of $33 million (net proceeds $29.8 million), which was
used to finance certain business acquisitions, as well as to repay
outstanding loans in the amount of $8.3 million.

As at Aug. 31, 2007, the company had cash or cash equivalents
available of $5.1 million compared with $1.2 million in 2006 and
were fully drawn on its $3 million bank credit facility.

                            Financials

For the year ended Aug. 31, 2007, the company reported a
CN$5,684,000 net loss on CN$61,787,000 of total revenues, compared
with a CN$4,619,000 net loss on CN$21,258,000 of total revenues
for the same period ended Aug. 31, 2006.

At Aug. 31, 2007, the company's balance sheet showed
CN$150,207,000 in total assets, CN$103,091,000 in total
liabilities, and CN$47,116,000 in total stockholders' equity.

A full-text copy of the company's fiscal 2007 annual report is
available for free at http://ResearchArchives.com/t/s?298d

                 About Peace Arch Entertainment

Based in Toronto, Los Angeles, and London, Peace Arch
Entertainment Group Inc. (AMEX: PAE) (TSX: PAE) --
http://www.peacearch.com/-- produces and acquires feature films,  
television and home entertainment content for distribution to
worldwide markets.  Peace Arch Home Entertainment is one of the
leading distributors of DVDs and related products in Canada.  The
company acquired Dream LLC, Castle Hill Productions Inc., Trinity
Home Entertainment, LLC and Dufferin Gate Holdings Inc. in 2007.  
Castle Hill and Dream have a library of more than 500 classic,
contemporary and genre films.  supplement Peace Arch's own annual
output of more than two dozen new feature films and long form
television programs.


PFP HOLDINGS: Lenders Balk at $61.15MM Asset Sale to T2 Homes
-------------------------------------------------------------
Bank lenders of PFP Holdings Inc. and its debtor-affilates object
to the proposed sale of substantially all of the Debtors' assets
to T2 Homes LLC for $61.15 million, which the parties agreed on
upon the bankruptcy filing of the Debtors, Bill Rochelle of
Bloomberg News reports.  The Debtors are now in discussions with
T2 and the banks on a new contract.

Mr. Rochelle relates that the lenders disputed the purchase price
since they are owed a total of $90 million.  The Debtors owe
$81 million to a group of banks, for which Franklin Bank SSP
serves as agent.  The loan is guaranteed by 750 finished lots, 46
units under contract, and 149 units built on speculation.

In addition, the Debtors owe $8 million to Bank of America NA; and
the loan has a lien on 78 completed lots, 26 units under contract,
and six units built on speculation, Mr. Rochelle discloses.

As reported in the Troubled Company Reporter on Feb. 15, 2008,  
PFP disclosed owing $115.6 million to secured lenders, not
including $29 million on preferred securities and $15 million on a
private debt placement citing papers filed in Court.  Contractors
could put about $4 million in liens on finished and uncompleted
homes.

In other news, Mr. Rochelle writes that bank lenders also opposed
the Debtors' use of cash collateral after the March 31 expiry.  
The banks also object to the use of cash collateral to pay PFP's
legal counsel.

PFP Holdings Inc., is a homebuilder based in Phoenix, Arizona.  
The company does business under names including Trend Homes and
Regency.  Papers filed in Court indicate that the Debtor generated
$309 million in revenue during 2007 while delivering almost 1,100
homes.

PFP filed for Chapter 11 bankruptcy protection on Jan. 31, 2008,
before the U.S. Bankruptcy Court for the District of Arizona (Case
No. 08-00899).  Robert J. Miller, Esq., at Bryan Cave, L.L.P.,
represents the Debtor.  Upon its bankruptcy filing, it listed
$50 million to $100 million in estimated assets and debts.


PIKE NURSERY: Judge Diehl Converts Case to Chapter 7 Liquidation
----------------------------------------------------------------
The Hon. Mary Grace Diehl of the United States Bankruptcy Court
for the Northern District of Georgia converted Pike Nursery
Holding LLC's Chapter 11 case to a Chapter 7 liquidation
proceeding.

Marcus A. Watson, the appointed Chapter 11 trustee, tells the
Court that the Debtor has no ongoing business and there is nothing
to reorganize.

Mr. Watson say that all of the Debtor's assets have been sold
to Premier Investments and Consulting, GEO Schofield Co. Inc.,
Skinner Nurseries Inc. and Armstrong Garden Centers Inc.  The
Debtor has still accounts receivables and other personal property
at Birmingham, Alabama, that are yet to be liquidated.

As reported by the Troubled Company Reporter on Mar 6, 2008.,
Judge Diehl authorized Pike Nursery to sell its wholesale
inventory and locations on a piecemeal basis to three different
buyers for a total amount of $2.7 million.  The Court also
approved the sale of two Pike locations to Armstrong Garden
Centers Inc. for $5.2 million, making the total proceeds from the
Pike sale reach $7.9 million.

Mr. Watson further say that the conversion of the Debtor's case
will facilitate the orderly liquidation of its assets and will
stem the further accumulation of administrative expenses.

Based in Norcross, Georgia, Pike Nursery Holdings LLC operates
plant nurseries in 22 locations at Georgia, North Carolina, and
Alabama.  Due to drought and further water supply restrictions,
the Debtor filed for Chapter 11 protection on Nov. 14, 2007
(Bankr. N.D. Ga. Case No. 07-79129).  J. Robert Williamson, Esq.,
at Scroggins and Williamson, represents the Debtor in its
restructuring efforts.  The Debtor chose BMC Group as its claims,
noticing, and balloting agent.  Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors.  As
reported in the Troubled Company Reporter on Jan. 30, 2008, the
Debtor's summary of schedules show assets of $32,825,851 and debts
of $31,562,277.


PILGRIM'S PRIDE: Promotes Robert Wright as Chief Operating Officer
------------------------------------------------------------------
Robert A. Wright has been promoted to chief operating officer of
Pilgrim's Pride Corporation.  Mr. Wright previously served as
executive vice president of sales and marketing, a position he had
held since June 2004.  He succeeds J. Clinton Rivers, who was
promoted to president and chief executive officer earlier this
month.

Pilgrim's Pride also disclosed an organizational realignment
designed to enhance customer service, product quality, teamwork
and communications. Under the new structure, four senior division
vice presidents will have overall responsibility for sales,
operations and quality assurance in their respective lines of
business: case ready, fresh foodservice, supply operations and
prepared foods.  Those four senior executives, in turn, will
report to Mr. Wright, whose former position as executive vice
president of sales and marketing has been eliminated under this
new organization alignment.

"Bob has the ideal background and experience to lead this new
reporting structure, which we believe will enable us to deliver
enhanced service, quality and value to our customers," Mr. Rivers
explained.  "Bob is a proven leader who can forge stronger
relationships among our sales and operations teams.  His
combination of operations and sales experience will prove
invaluable as we work to position the company for sustained,
profitable growth."

Mr. Wright joined Pilgrim's Pride in October 2003 as executive
vice president of the company's turkey division after serving as
president of Butterball Turkey Co. for five years.  Prior to
leading Butterball, he held various leadership positions at
Cargill, Inc., including vice president of operations -- worldwide
poultry, general manager -- broiler division, and director of
operations and engineering.  Mr. Wright earned a Bachelor of
Science degree from Fitchburg State College, graduating cum laude.  
He also holds a Master of Business Administration degree from
Rivier College in Nashua, New Hampshire.

Pilgrim's Pride also announced that Shane Butler has been promoted
to senior division vice president, prepared foods.  He previously
served as senior vice president, prepared foods regional
operations since February 2007.  Prior to that, Mr. Butler was
vice president, prepared foods regional operations, having
previously served in successive management positions at the
Company's Mt. Pleasant, Texas, prepared foods facility.  He earned
a Bachelor of Science degree in business administration and a
Master of Science degree in business management from LeTourneau
University in Longview, Texas.

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.

                         *     *     *

Pilgrim's Pride Corp. holds Moody's Investors Service's
B1 senior unsecured credit rating, B2 senior subordinated notes,
and Ba3 corporate family ratings.  PPC's planned new $250 million
senior unsecured notes also bears Moody's B1 rating and its new
$200 million senior subordinated notes bears Moody's B2 rating.
The outlook on all ratings is stable.  

Standard & Poor's Ratings Services gave Pilgrim's Pride Corp. a
'BB-' corporate credit rating.  


PINE MOUNTAIN: Moody's Downgrades Ratings on Eight Note Classes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Pine Mountain CDO III Ltd.:

Class Description: Up to $230,000,000 Class A-1 Floating Rate
Notes Due July 7, 2047

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

Class Description: $20,000,000 Class A-2 Floating Rate Notes Due
July 7, 2047

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

Class Description: $90,000,000 Class A-3 Floating Rate Notes Due
July 7, 2047

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

Class Description: $41,250,000 Class A-4 Floating Rate Notes Due
July 7, 2047

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

Class Description: $45,000,000 Class B Floating Rate Notes Due
July 7, 2047

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

Class Description: $22,500,000 Class C Deferrable Interest
Floating Rate Notes Due July 7, 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $25,000,000 Class D Deferrable Interest
Floating Rate Notes Due July 7, 2047

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

Class Description: $3,750,000 Class E Deferrable Interest Floating
Rate Notes Due July 7, 2047

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

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


PONTIAC MICHIGAN: Fitch Cuts Rating on $1.4 Mil. Bonds to 'B-'
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on Pontiac Michigan:

Pontiac General Building Authority:

  -- $1.4 million limited tax general obligation bonds, series
     2002 (2002 GBA LTGO bonds) downgraded to 'B-' from 'B+';

Pontiac Tax Increment Finance Authority Area No. 2:

  -- $6.2 million tax increment revenue bonds, series 2002 (2002
     TIFA No. 2 bonds) affirmed at 'CCC';

TIFA Area No. 3, Michigan's:

  -- $5.3 million tax increment revenue bonds, series 2002 (2002
     TIFA No. 3 bonds) affirmed at 'BB-'.

Fitch has also removed the bonds from Rating Watch Negative.  The
Rating Outlook on all bonds is Negative.

The downgrade for the Pontiac GBA bonds reflects the city's
continued trend of budget deficits, which have led to a sizable
negative fund balance, and the failure of key elements of the
administration's most recent proposals to restore fiscal balance.   
The rating also incorporates the city's economic weakness, a
concentration in General Motors Corporation (GM: IDR rated 'B'
with a Negative Rating Outlook by Fitch), and the fact that these
and certain other LTGO debt service obligations are expected to be
paid from TIFA No. 2 revenues.

Should those revenues no longer be available, a distinct risk
given the poor credit quality of TIFA No. 2, Fitch believes that
allocating general fund resources for GBA debt service would be a
significant challenge for the city.  The Negative Rating Outlook
reflects the failure to adopt measures necessary to fully address
the fiscal crisis facing the city.  Continued failure to resolve
the cumulative deficit, unavailability of TIFA No. 2 revenues to
pay debt service, worsening of general economic trends and
significant additional workforce reductions by GM could lead to
further downgrades.

In January, voters rejected two ballot initiatives to reduce
firefighter staffing and generate additional tax revenues.  At the
same time, the city announced that the general fund was on track
to end fiscal year 2008 with a $1.8 million deficit, adding to the
existing $6.2 million cumulative deficit.  The accumulated deficit
at the end of fiscal 2008 would represent-14.2% of general fund
spending.

The city responded with another round of layoffs, including nearly
one-third of the police force, and various service cuts.  These
measures will not eliminate the current year deficit.  Also in
January, the state stepped up its efforts to help the city by
assigning an Assistant State Treasurer to mediate directly amongst
various stakeholders.  If these efforts fail, the state could move
towards appointment of an Emergency Fiscal Manager and formal
takeover of Pontiac's management and finances.

The rating on Pontiac's TIFA Area No. 2 bonds reflects the trend
of operating deficits in the TIFA's operating fund, spurred by
declining revenues and rising expenditures, the large tax base
concentration in GM, and the additional parity debt obligations
undertaken in recent years.  The rating also incorporates the
difficulty in attracting new economic development given the
overall economic and fiscal condition of the city.

The Negative Outlook incorporates Fitch's expectation that while
the gross revenue pledge offers bondholders some protection, TIFA
No. 2 must make significant operating cuts, thereby further
limiting the likelihood of new economic development, or continue
drawing down on its limited fund balance.  Continued operating
deficits, closure of the GM truck plant, or further deterioration
in the overall economic and fiscal condition of the city could
lead to a downgrade.

Several years of budget deficits have been driven largely by
unexpectedly large expenditures for the Phoenix Plaza renovation
project and relatively flat tax revenues.  FY 2008 projections
indicate potential for another operating deficit and a further
drawdown on reserves.

Adding further pressure, TIFA No. 2 has taken on new long-term
obligations for repayment of the series 2006 & 2006A Oakland
County Building Authority bonds.  These obligations are on parity
with the gross revenue pledge for the TIFA No. 2 2002 bonds.  TIFA
No. 2 also pays debt service on the 2002 GBA LTGO bonds and a
portion of the series 2007C Michigan Municipal Bond Authority.    
The MMBA bonds refunded parity issues, generated a small amount of
new money, and yielded nominal savings for the TIFA.  Based on the
2007 audit, tax revenues and interest income covered total debt
service 1.23 times on a gross basis.  Debt service declines
gradually until final maturity of all obligations in 2027.

Since August 2007, GM has announced two major service cuts at a
production plant located in TIFA Area No. 2, reducing the capacity
to one working shift by May 2008.  This plant is one of four in
North American that manufacture the Chevrolet Silverado and GMC
Sierra pickup trucks.  GM also recently completed the planned
demolition of the Product Validation Center, formerly a testing
area for new trucks, eroding TIFA Area No. 2's tax base.  Taxable
assessed value has already declined for two straight years.  The
city does report some new development in TIFA No. 2, including an
indoor sports facility known as the Soccer Dome with an estimated
taxable value of $8.1 million.

The rating for Pontiac TIFA Area No. 3 reflects the recent decline
in tax base value, offset by the recent trend of positive
operating performance.  The Negative Outlook incorporates Fitch's
concerns about the potential impacts of a weakening in the
residential housing market in this primarily residential area.  A
trend of operating deficits, declines in tax base value due to
housing market troubles, or further deterioration in the overall
economic and fiscal condition of the city could lead to a
downgrade.

TIFA No. 3 ended FY 2007 with a healthy fund balance of
$1.5 million, built through two consecutive years of surpluses,
driven by strong double-digit growth in tax revenues.  The growth
declined in FY 2007 to 3.4% and tax revenues and interest income
covered total debt service 1.63x on a gross basis.  Debt service,
which includes the series 2002 bonds and a portion of the series
2007C MMBA bonds, escalates gradually until 2023, with final
maturity of all obligations in 2031.

For this largely residential district, the city reports that it
expects housing market problems, including foreclosures, to
increase in line with the overall economic climate of the state.   
As with TIFA No. 2, Fitch notes that further deterioration in the
city's economic and fiscal condition presents significant risks
for TIFA No. 3.

Located 31 miles from Detroit in Oakland County, Michigan,
Pontiac's unemployment rate is high at 17.1% as of December 2007.   
Wealth levels within the city are low, as per capita money income
is 42% of the county, 63% of the state, and 60% of the nation.  
The city's debt levels are moderate with direct debt equal to
$1,183 per capita, or 2% of market value.  Repayment of debt is
average with approximately 50% of principal being retired in ten
years.  These ratios include all debt obligations of the city
including debt currently paid by TIFA No. 2 but supported by the
city's LTGO pledge (series 2006or 2006A OCBA bonds) or the city's
share of Distributable State Aid (2007 MMBA bonds).


PROGRESSIVE GAMING: Ernst & Young Expresses Going Concern Doubt
---------------------------------------------------------------
Ernst & Young LLP raised substantial doubt about the ability of
Progressive Gaming International Corporation 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 experienced recurring
operating losses, has an accumulated deficit and negative working
capital.  In addition, the company's senior secured notes are due
in August 2008 and are classified as current as of Dec. 31, 2007,
and the company currently does not have sufficient cash to
completely redeem the outstanding senior secured notes.

Progressive Gaming stated that it had incurred net losses from
operations of $94,500,000, $36,600,000 and $6,000,00 for the years
ended Dec. 31, 2007, 2006 and 2005, respectively, and had an
accumulated deficit of $245,000,000 at Dec. 31, 2007.  The company
had used cash in operating activities of $49,000,000, $12,100,000
and $21,300,000 for the years ended Dec. 31, 2007, 2006, and 2005,
respectively.  The company had generated net cash from investing
and financing activities of $60,700,000, $5,300,000 and
$23,400,000 for the years ended Dec, 31, 2007, 2006 and 2005,
respectively.

The company posted a net loss of $94,528,000 on net revenue of  
$70,984,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $36,624,000 on net revenue of $54,669,000 in the prior
year.

The company had total cash and cash equivalents of $19,100,000 and
a net working capital deficit of $4,800,000 at Dec. 31, 2007.  The
net working capital deficit includes $30,000,000 of its 11.875%
Senior Secured Notes due in August 2008.  The company believes
that existing cash on hand ($19,100,000 at Dec. 31, 2007), cash
generated from operations during 2008 and proceeds of future
financing will be sufficient sources of capital to repay the
$30,000,0000 11.875% Senior Secured Notes on its due date and meet
other working capital requirements through at least Dec. 31, 2008.
However, if events or circumstances occur such that  the company
does not meet its plans as expected or is unable to obtain future
financing, it  would not be able to meet its obligations.  There
can be no assurance that any additional financing will be
available on acceptable terms, or available at all.  Any equity
financing may result in dilution to existing stockholders and any
debt financing may include restrictive covenants.

At Dec. 31, 2007, the company's balance sheet showed $133,909,000
in total assets, $62,958,000 in total liabilities, and $70,951,000
in stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2974

                     About Progressive Gaming

Progressive Gaming International Corporation (NasdaqGM: PGIC) --
http://www.progressivegaming.net/--supplies integrated casino and  
jackpot management solutions for the gaming industry worldwide.
The company's technology is used to enhance casino operations and
drive greater revenues for existing.  Its products include
multiple forms of regulated wagering solutions in wired, wireless,
and mobile formats. Progressive Gaming offers its gaming products
to approximately 1,000 casinos worldwide.  The company has
strategic partnerships with Harrah's, Cantor Gaming, International
Game Technology, and Shuffle Master. Progressive Gaming was
founded in 1986.  It was formerly known as Mikohn Gaming
Corporation and changed its name to Progressive Gaming
International Corporation in 2006.  The company is headquartered
in Las Vegas, Nevada.


PYXIS ABS CDO: Eroding Credit Quality Spurs Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Pyxis ABS CDO 2006-1 Ltd.:

Class Description: Senior Swap

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

Class Description: Class A-1 Senior Secured Floating Rate Variable
Funding Notes Due 2046

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

Class Description: Class A-2 Senior Secured Floating Rate Notes
Due 2046

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

Class Description: Class B Secured Floating Rate Notes Due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: Class C Secured Deferrable Floating Rate Notes
Due 2046

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

Class Description: Class D Mezzanine Secured Deferrable Floating
Rate Notes Due 2046

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

Class Description: Class X Subordinated Notes Due 2046

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

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


QMED INC: Posts $11 Million Net Loss in Year ended November 30
--------------------------------------------------------------
QMed Inc. reported financial results for the fiscal year and
fourth quarter ending Nov. 30, 2007.  

Net loss for the year totaled $11,252,361 compared to a net loss
of $14,236,224 in the previous year.

Net income for the quarter was $1,816,011 compared to net loss of
$5,311,278 for the same period in the prior year.

The company has discontinued its special needs plan activities
within South Dakota and New Jersey.  As of Nov. 1, 2007, the
company's captive insurance entity ceased taking risk on the
members enrolled in the South Dakota SNP Plan.  Effective Jan. 1,
2008, there were no members enrolled in the QMedCare SNP in New
Jersey.

In addition, the company sold its medical equipment business in
the fourth quarter resulting in a gain of sale of $216,952.  As a
result, the activities of the SNPs and the equipment business
have been reflected as discontinued operations and the financial
statements have been restated for all prior periods presented.

The loss from discontinued operations for the year ended was
$6,405,545 compared to a loss of $4,740,861 in the previous year.

The net income reported within the fourth quarter of 2007 is
attributable to the execution of a settlement agreement with
DAKOTACARE settling its liability for $750,000 in connection with
its SNP activities in South Dakota.  

This resulted in a non-cash reversal of approximately of
$7,400,000 offset by the company's cost of approximately
$900,000 for exiting this business segment, the net of which is
reflected as part of discontinued operations.

Given the continuing losses and the company's current cash
position available for working capital, the Nov. 30, 2007
financial statements contain an unqualified opinion with a going
concern uncertainty emphasis paragraph that raises substantial
doubt about the company's ability to continue as a going concern.

At Nov. 30, 2007, the company's balance sheet showed total assets
of $11,321,560, total liabilities of $6,428,723 and total
stockholders' equity of $4,892,837.

                         About Qmed Inc.

Headquartered in Eatontown, New Jersey, Qmed Inc. (NasdaqCM: QMED)
-- http://www.qmedinc.com/-- provides evidence-based clinical     
information management systems around the country to its health
plan customers.  The system incorporates Disease Management
services to patients and decision support to physicians.  The
company's QMedCare subsidiary specializes in serving high-risk
populations of Medicare beneficiaries.

                         Going Concern Doubt

During the year ended Nov. 30, 2007, the company incurred net
losses totaling $11,252,361 and utilized cash in operating
activities of $12,745,008.  These factors raise substantial doubt
as to the company's ability to continue as a going concern.


QUEBECOR WORLD: Seeks Authority to Assume Various Contracts
-----------------------------------------------------------
Quebecor World Inc. and its affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to assume
executory contracts with various entities.

1. Hell Gravure, GMBH & Co. KG

The Debtors want to assume four executory contracts with Hell
Gravure, GMBH & Co. KG to which the Debtors would buy certain
rotogravure printing equipment and related software from Hell
Gravure:
   
   (a) Quebecor Worlfd Atglen Inc. and Hell Gravure Agreement for
       purchase of two K6 Engravers for the Debtors' Atglen,
       Pennsylvania facility;
   
   (b) Quebecor World Mt. Morris II LLC and Hell Gravure
       Agreement for the purchase of two K6 Engravers for the
       Debtors' Mt. Morris, Illinois Facility;
   
   (c) QW Atglen and Hell Gravure Agreement for the purchase of
       two K6 Engravers for the Debtors' Franklin, Kentucky
       facility; and
   
   (d) A purchase order between QW Memephis Corp. and Hell
       Gravure for K6 upgrades to existing K406 Engravers for the
       Debtors' Dickson, Tennessee facility.

The Debtors owe EUR1,872,938 to Hell Gravure under the contracts.

The Debtors seek the Court's authority to pay its cure amounts
and provide Hell Gravure with adequate assurance of future
performance in accordance with Section 365 of the Bankruptcy
Code.

Michael Canning, Esq., at Arnold & Porter LLP, in New York, says
that assumption of the contracts is critical to the Debtors'
business.

2. Maschinenfabrik K. Walter GMBH & Co. KG

The Debtors seek the Court's authority to assume two contracts
with Maschinenfabrik K. Walter GMBH & Co. KG for the purchase of
copper tanks used to plate the cylinders used in the rotogravure
printing process.  

Quebecor World Nevada Inc. entered into an Equipment Purchase
Agreement with K. Walter dated Sept. 3, 2007, for the purchase of
one copper tank for the Debtors' Fernley, Nevada facility, and
Quebecor World Atglen, Inc. entered into an Equipment Purchase
Agreement with K. Walter dated Sept. 19, 2007, for the purchase of
one copper tank for the Debtors' Franklin, Kentucky facility.

The Debtors also ask Judge James M. Peck's permission to pay a
$240,000 cure amount on account of the equipment for the Fernley
plant.  The Debtors will provide K. Walter with adequate assurance
of future performance.

Mr. Canning says the Cylinder Plating Equipment is necessary to
the Debtors' business, and the favorable terms of the Agreements
make it a valuable asset of the Debtors' bankruptcy estates.
  
3. SIM Products Inc.

Debtor Quebecor World Logistics Inc. and SIM Products Inc.
entered into a contract, wherein the Debtor would purchase six
30-Pocket Co-Mailing Systems from SIM.  Co-Mailers are used by
the Debtors in connection with their direct mail business.  A
30-Pocket Co-Mailer system consists of software and equipment
capable of integrating subscriber lists from up to 30 different
publishers and then bundling the related publications according
to mail carrier routes and postal ZIP codes established by the
U.S. Postal Service, so that magazines, catalogs and other
materials published by multiple customers that are destined for
the same geographic area are grouped together prior to delivery
to the Postal Service.

As of March 10, 2008, the Debtors have made down payments and
installment payments totaling 39% of the total purchase price.  
The unpaid prepetition amount currently due and owing on account
of the Co-Mailers is $541,965, which is the amount that would be
required to cure the Debtors' defaults under the Agreement
pursuant to Section 365(b) of the Bankruptcy Code.

The Debtors ask Judge Peck for permission to assume the contract,
pay the Cure Amount to cure existing defaults, and provide SIM
with adequate assurance of future performance.  The Co-Mailers
are necessary to the Debtors' business, and the favorable terms of
the Agreement make it a valuable asset of the Debtors'
bankruptcy estates, Mr. Canning says.

4. Goss International Americas Inc.

Debtor Quebecor World Waukee Inc. and Goss International Americas
Inc. entered into a contract, wherein Waukee would purchase a
Universal 45 Four-High Tower Add-On with related equipment from
Goss.

According to Mr. Canning, the Tower would be added as an
additional tower to an existing Goss Universal 45 press at the
Debtors' facility in Waukee, Iowa.  The Goss U45 Press is used
primarily in the Debtors' telephone directory business.  The Tower
would provide additional page and color capability to the existing
Goss U45 Press.  "Increasing the range of page and color
capability that the Debtors are able to offer to their customers
will substantially increase their ability to generate revenue in
the telephone directory business," Mr. Canning says.  

Mr. Canning relates that beginning mid-April 2008, the Waukee
facility will lose a substantial amount of earnings each week the
Tower is not operational, as it will have to outsource a
substantial amount of work produced on the Goss U45 Press.  
Installation of the Tower was scheduled for March-April because
the facility is less busy during this time and could more easily
afford to take the Goss U45 Press offline for the time it will
take to complete the installation and testing for the Tower.  As
of March 10, 2008, the Tower has been manufactured and shipped to
Waukee, and Goss has represented to the Debtors that it is
prepared to begin installation of the Tower immediately following
assumption of the Agreement, Mr. Canning says.

As of March 10, 2008, the Debtors have made down payments and
installment payments totaling 45% of the total purchase price.  
The unpaid amount currently due and owing on account of the Tower
is $705,458, which is the amount that would be required to cure
the Debtors' defaults under the Agreement pursuant to Section
365(b) of the Bankruptcy Code.

The Debtors seek the Court's authority to assume the Agreement,
pay the Cure Amount to cure existing defaults, and provide Goss
with adequate assurance of future performance.  

Mr. Canning relates that the Tower is necessary to the Debtors'
telephone directory business and will allow the Debtors to avoid
outsourcing work related to that line of business.  "Moreover,
because the Debtors have already installed the Goss U45 Press at
their Waukee facility, Goss is the only manufacturer that
produces a tower add-on that is compatible with the Debtors'
existing equipment."

                      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.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

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 $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $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 May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $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 to Pay $3,175,111 Sales Commissions
---------------------------------------------------------
Quebecor World Inc. and its affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to pay
prepetition sales commissions currently owing to 108 sales
representatives.  Of these 108 sales representatives, 107 are owed
accrued prepetition commissions by no later than March 31, 2008.  
The other employee is owed $15,000 for meeting specific sales and
budget attainment goals in 2007.  This payment was due at the end
of January 2007, and the Debtors seek authority to pay this
employee for successfully achieving the target sales goal.

The total amount of the sales commissions due to these 108
individuals is $3,175,111.  Of this amount, $2,224,373 reflects
amounts in excess of $10,950 per employee, with the proposed
prepetition payments per employee ranging from $142 to $251,441.

Michael Canning, Esq., at Arnold & Porter LLP, in New York, notes
that along with the sales commissions due in March, there are
certain prepetition commission obligations that have not yet been
fully resolved.  
        
Mr. Canning says the Debtors reserve the right to file a motion
to seek the Court's authority to pay additional prepetition sales
commissions, which the Debtors currently estimate to be
approximately $550,000.

           First Motion to Pay Prepetition Commissions

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court gave the Debtors permission to pay accrued prepetition
commissions due and owing as of Feb. 1, 2008, to their sales
representatives.

The TCR said on Feb. 19, 2008, Mr. Canning related that the
Debtors' sales representatives are located in plants or in
regional offices throughout North America, Europe and Latin
America, and customers are able to coordinate simultaneous
printing throughout the Debtors' network through a single sales
representative.

Mr. Canning said that the Debtors owe 59 sale representatives, as
of February 1, $1,792,993.  Of this amount, $1,234,641 reflects
amounts in excess of $10,950 per employee, with the proposed
prepetition payments per employee ranging from $933 to $117,868.

The Debtors intends to provide the Office of the United States
Trustee and counsel to the Official Committee of Unsecured
Creditors a schedule showing for each employee scheduled to
receive sales commissions on Feb. 1, 2008, the amount of payment
and the amount of additional compensation previously received by
the employee on account of 2007.

                      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.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

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 $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $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 May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $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: Panel Taps Kurtzman Carson as Communications Agent
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Quebecor World
Inc. and its affiliates seeks the U.S. Bankruptcy Court for the
Southern District of New York's authority to retain Kurtzman
Carson Consultants, LLC, as its communications agent, nunc pro
tunc to Feb. 21, 2008.

According to Madeleine Fequeire, director of Abitibi-Consolidated
Sales Corp. and co-chairperson of the Committee, the Committee
seeks to employ Kurtman Carson in compliance to its obligation
under Section 1102(b)(3) of the Bankruptcy Code.

Kurztman Carson is expected to:

   (a) establish and maintain an Internet-accessed Web site that
       provides, without limitation:
       
       (1) general information concerning the Debtors, including,
           case dockets, access to docket filings, and general   
           information concerning significant parties in the
           cases;
    
       (2) highlights of significant events in the cases;
             
       (3) a calendar with upcoming significant events in the
           cases;

       (4) access to the claims docket as and when established by
           the Debtors or any claim agent retained in the cases;

       (5) a link to the Web site of the monitor appointed in the
           Debtors' Canadian proceedings;

       (6) a general overview of the chapter 11 process;

       (7) press releases (if any) issued by each of the
           Committee and the Debtors;

       (8) a non-public registration form for creditors to
           request "real-time" case updates via electronic mail;

       (9) a non-public form to submit creditor questions,
           comments and requests for access to information;

      (10) responses to creditor questions, comments and requests
           for access to information; provided, that the
           Committee may privately provide such responses in the  
           exercise of its reasonable discretion, including in    
           the light of the nature of the information request
           and the creditor's agreements to appropriate
           confidentiality and trading constraints;
   
      (11) answers to frequently asked questions; and

      (12) links to other relevant Web sites.

   (b) distribute case updates via electronic mail for creditors   
       that have registered for this service on the Committee
       Web site;

   (c) establish and maintain a telephone number and electronic
       mail address for creditors to submit questions and
       comments; and

   (d) print and serve documents as directed by the Committee and
       its counsel.

Kurtzman Carson is charging its normal and customary rates for
its services to the Committee.  The United States Trustee has
agreed that Kurtzman Carson, in order to maintain its competitive
rates, is not required to include its fee structure in the
Committee's application.

A full text copy of the KCC Agreement is available for free at:

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

Sheryl Betance, director of KCC's Restructuring Services, says
that her firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code, and does not hold or
represent any interest adverse to the Debtors' estates or of any
class of creditors or equity security holders.

                      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.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

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 $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $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 May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $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.


RAMP 2005 TRUST: Moody's Cuts Rating on Class B-1 to 'B2' From Ba1
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of thirty three
tranches issued in seven transactions securitized by RFC.  The
collateral backing each tranche consists primarily of first lien
adjustable-rate and fixed-rate subprime mortgage loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans.  Timing of losses coupled with the
passing of stepdown triggers for most of the transactions and
pending stepdown will cause the protection available to the
subordinated bonds to be diminished.

Complete rating actions are:

Issuer: RAMP Series 2005-EFC1 Trust

  -- Cl. M-9, downgraded from Baa3 to Ba2
  -- Cl. B-1, downgraded from Ba1 to B2

Issuer: RASC Series 2005-EMX1 Trust

  -- Cl. M-6, downgraded from Baa3 to Ba1
  -- Cl. B, downgraded from Ba1 to Ba3

Issuer: RASC Series 2005-EMX2 Trust

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

Issuer: RASC Series 2005-KS3 Trust

  -- Cl. M-5, downgraded from A1 to A3
  -- Cl. M-6, downgraded from A2 to Baa2
  -- Cl. M-7, downgraded from A3 to Baa3
  -- Cl. M-8, downgraded from Baa1 to Ba2
  -- Cl. M-9, downgraded from Baa2 to Ba3
  -- Cl. M-10, downgraded from Baa3 to B2
  -- Cl. B-1, downgraded from Ba1 to Caa1
  -- Cl. B-2, downgraded from Ba2 to Caa2

Issuer: RASC Series 2005-KS4 Trust

  -- Cl. M-4, downgraded from A3 to Baa2
  -- Cl. M-5, downgraded from Baa1 to Baa3
  -- Cl. M-6, downgraded from Baa2 to Ba2
  -- Cl. M-7, downgraded from Baa3 to B1
  -- Cl. B-1, downgraded from Ba2 to B3

Issuer: RASC Series 2005-KS5 Trust

  -- Cl. M-5, downgraded from A2 to A3
  -- Cl. M-6, downgraded from A3 to Baa1
  -- Cl. M-7, downgraded from Baa1 to Baa2
  -- Cl. M-8, downgraded from Baa2 to Ba1
  -- Cl. M-9, downgraded from Baa3 to Ba2
  -- Cl. B-1, downgraded from Ba1 to B1
  -- Cl. B-2, downgraded from Ba2 to Caa2

Issuer: RASC Series 2005-KS6 Trust

  -- Cl. M-8, downgraded from Baa2 to Baa3
  -- Cl. M-9, downgraded from Baa3 to Ba2
  -- Cl. M-10, downgraded from Ba1 to B1


RASC 2005 TRUST: Moody's Downgrades Ratings on 31 Tranches
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of thirty three
tranches issued in seven transactions securitized by RFC.  The
collateral backing each tranche consists primarily of first lien
adjustable-rate and fixed-rate subprime mortgage loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans.  Timing of losses coupled with the
passing of stepdown triggers for most of the transactions and
pending stepdown will cause the protection available to the
subordinated bonds to be diminished.

Complete rating actions are:

Issuer: RAMP Series 2005-EFC1 Trust

  -- Cl. M-9, downgraded from Baa3 to Ba2
  -- Cl. B-1, downgraded from Ba1 to B2

Issuer: RASC Series 2005-EMX1 Trust

  -- Cl. M-6, downgraded from Baa3 to Ba1
  -- Cl. B, downgraded from Ba1 to Ba3

Issuer: RASC Series 2005-EMX2 Trust

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

Issuer: RASC Series 2005-KS3 Trust

  -- Cl. M-5, downgraded from A1 to A3
  -- Cl. M-6, downgraded from A2 to Baa2
  -- Cl. M-7, downgraded from A3 to Baa3
  -- Cl. M-8, downgraded from Baa1 to Ba2
  -- Cl. M-9, downgraded from Baa2 to Ba3
  -- Cl. M-10, downgraded from Baa3 to B2
  -- Cl. B-1, downgraded from Ba1 to Caa1
  -- Cl. B-2, downgraded from Ba2 to Caa2

Issuer: RASC Series 2005-KS4 Trust

  -- Cl. M-4, downgraded from A3 to Baa2
  -- Cl. M-5, downgraded from Baa1 to Baa3
  -- Cl. M-6, downgraded from Baa2 to Ba2
  -- Cl. M-7, downgraded from Baa3 to B1
  -- Cl. B-1, downgraded from Ba2 to B3

Issuer: RASC Series 2005-KS5 Trust

  -- Cl. M-5, downgraded from A2 to A3
  -- Cl. M-6, downgraded from A3 to Baa1
  -- Cl. M-7, downgraded from Baa1 to Baa2
  -- Cl. M-8, downgraded from Baa2 to Ba1
  -- Cl. M-9, downgraded from Baa3 to Ba2
  -- Cl. B-1, downgraded from Ba1 to B1
  -- Cl. B-2, downgraded from Ba2 to Caa2

Issuer: RASC Series 2005-KS6 Trust

  -- Cl. M-8, downgraded from Baa2 to Baa3
  -- Cl. M-9, downgraded from Baa3 to Ba2
  -- Cl. M-10, downgraded from Ba1 to B1


RELIANCE INTERMEDIATE: S&P Ratings Unmoved by New Financing Plan
----------------------------------------------------------------
Standard & Poor's Ratings Services said that the revised financing
plan related to the proposed senior secured debt issuances from
Reliance LP (OpCo, senior secured debt rating: 'BBB-') and
Reliance Intermediate Holdings LP (HoldCo, senior secured debt
rating: 'BB-') will not affect the ratings on either partnership.  
The financing originally scheduled in fourth-quarter 2007 was
delayed due to unfavorable market conditions.
     
Under the current plan, Reliance OpCo would refinance the existing
CN$1.1 billion bridge acquisition debt maturing December 2008
with: CN$200 million additional equity from Alinda Capital
Partners; and CN$900 million equivalent Reliance OpCo long-term
debt, of which the proposed $285 million and CN$300 million debt
issues are part.  Capital market condition permitting, Reliance
OpCo intends to issue the remaining debt before year-end 2008.

To ensure adequate liquidity, the capital expenditure credit
facility will be restructured so that CN$200 million of the
facility can be used for refinancing purposes.  Alinda Capital
Partners also has committed to provide additional equity capital
if Reliance OpCo remains unable to issue further debt to cover the
remaining CN$115 million before the bridge facility matures.
     
Despite the additional equity capital, the revised plan has not
affected the ratings because the improvement in credit measures is
relatively modest.  On a consolidated basis, Reliance's funds from
operations to total debt are projected at 10%-12% for the next 10
years and debt to capital at 65%-68%.  At Reliance OpCo stand-
alone, FFO to total debt is projected to be 15%-17% and debt to
capital at 50%-55%.  Both sets of financial measures are
consistent with similarly rated companies with satisfactory to
strong business risk profiles.  The ratings remain subject to both
final legal documentation and maintenance of S&P's assumptions in
the final debt issuances.


RETAIL PRO: Posts $631,000 Net Loss in 2nd Quarter Ended Sept. 30
-----------------------------------------------------------------
Retail Pro Inc. reported a net loss of $631,000 on net sales of
$7.7 million for the second quarter ended Sept. 30, 2007, compared
with a net loss of $2.7 million on net sales of $6.3 million for
the corresponding period ended Sept. 30, 2006.

Operating income, which included depreciation and amortization
expense, increased by $325,000, due primarily to the increase in
gross profit which was partially absorbed by the increase in
application development and selling, general and administrative
expenses.

Interest expense increased by $379,000 in the three months ended
Sept. 30, 2007, compared to the three months ended Sept. 30, 2006,
as a result of $355,586 of default interest on the Laurus Notes.
During the three months ended Sept. 30, 2007, there were no
defaults upon senior securities.

                            Liquidity

In the next twelve months, The company expects to raise additional
capital through the sale of the company's Retail Management
Solutions business unit to 3Q Holdings.  The purchase price for
the purchased assets, determined based upon arms-length
negotiation between the parties, is $16.0 million, subject to
certain working capital adjustments.  

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$40.2 million in total assets, $31.9 million in total liabilities,
and $8.3 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $3.9 million in total current
assets available to pay $26.0 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?29a5  

                       Going Concern Doubt

Goldman & Parks LLP, in Encino, California, expressed substantial
doubt about Island Pacific Inc. nka. Retail Pro Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended March 31,
2007, and 2006.  The auditing firm reported that the company has
suffered recurring losses from operations and has an accumulated
deficit of $81,979,000 as of March 31, 2007.

                          *     *     *

Headquartered in La Jolla, California, Retail Pro, Inc. (OTC:
IPIN.PK) -- http://www.retailpro.com/--provides Point of Sale,    
Store Operations, Merchandising, Planning, Business Intelligence,
and Payment Processing software applications for the specialty
retail industry.

Retail Pro(R) is delivered through a world-wide network of channel
partners.  The company maintains offices in the United States,
United Kingdom, Australia, Mexico, Italy, Poland and China.


RIVIERA HOLDING: Moody's Holds 'B2' Rating; Gives Stable Outlook
----------------------------------------------------------------
Moody's Investors Service affirmed Riviera Holding Corporation's
B2 corporate family rating and changed the rating outlook to
stable from negative.

The rating affirmation and change in rating outlook to stable
reflect the company's recent announcement that it had completed
its formal strategic review process.  Given the illiquid state of
the credit markets and an expected slowdown in gaming demand, it
appears unlikely that the company will enter into a leveraged
transaction to sell the company.

The affirmation and outlook change also reflect Moody's view that
the current B2 rating has sufficient cushion such that it can
absorb a modest decline in revenues and earnings in 2008 as a
result of lower gaming demand in both Las Vegas and Colorado due
to economic weakness and competitive conditions.  Moody's notes
that the company's debt refinancing (completed in June 2007)
significantly reduced its interest expense burden, and so, the
company is expected to generate breakeven to slightly positive
free cash flow in 2008.

Ratings affirmed and LGD assessments adjusted are:

  -- Corporate family rating at B2

  -- Probability of default rating at B2

  -- $225 million term loan at B2 (LGD 3, 49%)

  -- $20 million revolving credit at B2 (LGD 3, 49%)

Riviera's ratings reflect above average leverage relative to its
small scale and limited property diversification.  However, key
positive rating considerations are the location of the company's
largest property in the favorable regulatory jurisdiction of
Nevada, and its attractive location on the Las Vegas Strip.   
Additionally, the company owns about 26 acres of land on the Las
Vegas strip that provides solid asset protection to debt holders.

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
and Casino on the Las Vegas Strip and the Riviera Black Hawk
Casino in Black Hawk, Colorado.  About 61% of property-level
EBITDA is generated from the company's Las Vegas property.  The
company generated net revenues of approximately $205 million in
2007.


SAIL TRUSTS: Moody's Cuts Ratings on 22 Tranches From Four Deals
----------------------------------------------------------------
Moody's Investors Service downgraded 22 tranches from 4 deals
issued by Structured Asset Investment Loan (SAIL) Trust in 2004
and 2005.  The transactions are backed by primarily first-lien,
subprime fixed and adjustable rate mortgage loans

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Issuer: Structured Asset Investment Loan Trust 2004-2

  -- Cl. M2, downgraded from A2 to Baa1
  -- Cl. M3, downgraded from A3 to Baa
  -- Cl. M4, downgraded from Baa1 to Ba2
  -- Cl. M5, downgraded from Baa2 to B2
  -- Cl. M6, downgraded from Baa3 to B3

Issuer: Structured Asset Investment Loan Trust 2004-9

  -- Cl. M6, downgraded from Baa2 to Ba1
  -- Cl. M7, downgraded from Baa3 to Ba3

Issuer: Structured Asset Investment Loan Trust 2004-11

  -- Cl. M1, downgraded from Aa1 to Aa3
  -- Cl. M2, downgraded from Aa2 to A2
  -- Cl. M3, downgraded from Aa3 to A3
  -- Cl. M4, downgraded from A1 to Baa1
  -- Cl. M5, downgraded from A2 to Baa2
  -- Cl. M6, downgraded from A3 to Baa3
  -- Cl. M7, downgraded from Baa1 to Ba2
  -- Cl. M8, downgraded from Baa2 to B2
  -- Cl. M9, downgraded from Baa3 to B3

Issuer: Structured Asset Investment Loan Trust 2005-6

  -- Cl. M3, downgraded from Aa3 to A2
  -- Cl. M4, downgraded from A1 to Baa2
  -- Cl. M5, downgraded from A2 to Baa3
  -- Cl. M6, downgraded from A3 to Ba3
  -- Cl. M7, downgraded from Baa2 to B3
  -- Cl. M8, downgraded from Baa3 to Caa1


SEARCHHELP INC: Extends Term of Class "A" Warrant to July 31
------------------------------------------------------------
SearchHelp Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission Tuesday that it has extended
the expiration date of its Class "A" Warrant from March 31, 2008,
to July 31, 2008.  

On Dec. 27, 2007, the company reduced the exercise price of the
Class "A" Warrant (SHLPW) from $0.75 to $0.17 per share.  In
addition, the company reduced the exercise price of its Class "B"
Warrant (SHLPZ) from $1.50 to $0.22 per share.  

All other terms and conditions of the Warrants remain the same.  
The amended exercise price will become effective upon the date on
which the Securities and Exchange Commission declares effective a
Post-Effective Amendment to the registration statement covering
the shares issuable upon exercise of the Warrants.

                      About SearchHelp Inc.

SearchHelp Inc. (OTC BB: SHLP) -- http://www.searchhelp.com/--   
develops software services committed to real-time online
protection and safety.  The company offers parental control
software that enable parents, both in home and remotely, to
monitor and regulate their child's computer activity through
timely reports via email and cell phone.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 20, 2007,
Lazar, Levine and Felix LLP expressed substantial doubt about
SearchHelp Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm pointed to
the company's recurring losses from operations and negative
working capital and net capital deficiency.

The company incurred net losses of $3,695,660 for the nine months
ended Sept. 30, 2007.  In addition, the company had negative
working capital of $3,031,571 and an accumulated deficit of
$14,593,687 at Sept. 30, 2007.


SECURITY CAPITAL: Realigns Operations by Eliminating 60 Positions
-----------------------------------------------------------------
Security Capital Assurance Ltd. will reduce its workforce by
approximately 60 positions.  The reductions are focused on the
insurance business origination staff and are intended to reduce
long term operating costs and align resources with current needs.

"Decisions such as this one are always difficult, but as we are
not writing new business at this time, today's action was
necessary," Paul Giordano, SCA's president and chief executive
officer, stated.  "Our action is consistent with our described
plans, and we intend to treat our employees as fairly as we can
under the circumstances.  I am grateful for all the hard work and
dedication of our employees, and for their continued
professionalism in this very difficult environment."

Based in Hamilton, Bermuda, Security Capital Assurance Ltd. (NYSE:
SCA) -- http://www.scafg.com-- is a holding company whose primary  
operating subsidiaries, XL Capital Assurance Inc. and XL Financial
Assurance Ltd, provide credit enhancement and protection products
to the public finance and structured finance markets throughout
the United States and internationally.

                           *     *     *

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services lowered its rating on Security
Capital Assurance Ltd.'s series A perpetual noncumulative
preference shares to 'C' from 'BB-'.  The shares remain on
CreditWatch with negative implications.


SECURITY CAPITAL: Issues Response to Merrill Lynch's Lawsuit
------------------------------------------------------------
In response to a lawsuit filed March 19, 2008, in a New York
federal court against XL Capital Assurance Inc., the financial
guarantee subsidiary of Security Capital Assurance Ltd. by
Merrill Lynch International, a subsidiary of Merrill Lynch & Co.
Inc., Security Capital confirmed that Merrill Lynch International
was the previously referred to counterparty to the seven credit
default swaps that the Security Capital announced XL Capital had
terminated in February and March.

As Security Capital previously disclosed on March 17, 2008, the
notional amount of the terminated credit default swaps at Dec. 31,
2007, aggregated $3.1 billion before reinsurance.  For the year
ended Dec. 31, 2007, the company recorded a charge of
$632.3 million relating to these CDS contracts, of which
$215.0 million represents a net unrealized, mark-to-market
loss and $417.3 million represents the provision of case basis
reserves for losses and loss adjustment expenses.

Security Capital disclosed that it had terminated XL Capital's
contracts with Merrill Lynch International due to the fact that
Merrill Lynch International repudiated its contractual
obligations to XL Capital by committing to provide one or more
third parties with the same collateralized debt obligation
control rights that it had previously promised to XL Capital.

Security Capital stated:  "The decision to terminate the Merrill
Lynch International contracts was not made lightly.  It was
important to XLCA under these agreements that it secured control
rights in order to better protect our interests and it is
indefensible that Merrill Lynch International chose to strip
XLCA of those protections.  Despite whatever other claims
Merrill Lynch may make regarding these terminations, we believe
that Merrill Lynch International gave the control rights on
seven collateralized debt obligations contracts to one or more
third parties without our knowledge and in direct violation of
our agreements.  As a result, we have a responsibility to take
the appropriate action and terminate these contracts.  We are
disappointed that Merrill Lynch has decided to avoid taking
responsibility for its conduct."

XL Capital had agreed to enter into each of the seven
transactions with Merrill Lynch International on the condition
that it exercise collateralized debt obligation voting rights
described in the agreements "solely in accordance with the
written instructions" of XL Capital.  By committing to provide
the same voting rights to a third party, Merrill Lynch
International repudiated its contractual obligations to XL
Capital and entitled Security Capital to terminate the trades.

Although Merrill Lynch International disputes the terminations,
it has repeatedly failed to deny having entered into agreements
with a third party that accorded them voting rights Merrill
Lynch International had previously promised to XL Capital.  
Merrill Lynch International again fails to deny having done so
in the lawsuit it filed on March 19 against XL Capital.

Security Capital continued, "XLCA strongly disputes the basis
for the legal claims that Merrill Lynch International filed
yesterday and intends to defend its terminations vigorously.  
The company has already retained trial counsel at the law firm
of Quinn Emanuel Urquhart Oliver & Hedges and looks forward to a
prompt trial at which it can have its rights vindicated."

                      About Security Capital

Security Capital Assurance Ltd. (NYSE: SCA) --
http://www.scafg.com-- is a Bermuda-domiciled holding company
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement and
protection products to the public finance and structured finance
markets throughout the United States and internationally.

                          *      *      *

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services lowered its rating on Security
Capital Assurance Ltd.'s series A perpetual noncumulative
preference shares to 'C' from 'BB-'.  The shares remain on
CreditWatch with negative implications.
     
At the same time, Standard & Poor's withdrew its 'BB+' preliminary
senior secured debt rating and 'BB-' preliminary preferred stock
rating on SCA's Rule 415 shelf registration.  These actions follow
the company's recent announcement that its board of directors
elected not to declare a semiannual dividend payable on March 31,
2008.


SECURITY CAPITAL: PwC Confirms XL Capital's New Biz Suspension
--------------------------------------------------------------
PricewaterhouseCoopers LLP in New York reported on March 24, 2008,
that following significant losses in 2007, the ratings of Security
Capital Assurance Ltd.'s financial guarantee insurance provider,
XL Capital Assurance Ltd., issued by the three major rating
agencies have been downgraded.  As a consequence, PwC said that XL
Capital has suspended writing substantially all new business.  XL
Capital will administer its existing policies, including
collecting premiums, paying claims, and negotiating termination of
selected policies.  The resumption of normal business operations
is not expected in the near term.

PwC reviewed and audited the financial position of XL Capital
Assurance Inc, and subsidiary at Dec. 31, 2007, and Dec. 31, 2006,
and the results of its operations and its cash flows for each of
the three years in the period ended Dec. 31, 2007.

                 XL Capital's Annual 2007 Results

XL Capital and its subsidiary have $3,086,490,000 in total assets,
$3,056,924,000 in total liabilities, and $29,566,000 in total
shareholders' equity as of Dec. 31, 2007.

The companies for the year 2007 have total revenues of a negative
$101,729,000, which included $321,929,000 written gross premiums
and $313,572,000 written ceded premiums and $150,036,000 net
losses on credit derivatives.  They reported $356,266,000 net loss
for the quarter as compared with $576,000 net loss and total
revenues of $33,631,000 for the year 2006.

               Developments, Risks and Uncertainties

The maintenance of triple-A ratings has been fundamental to the XL
Capital's historical business plan and business activities.  
However, adverse developments in the credit markets generally and
the mortgage market specifically in the second half of 2007, which
accelerated in the fourth quarter, have resulted in material
adverse effects on its business, results of operations, and
financial condition.

These effects include rating agency downgrades of, and significant
provisions for losses and loss adjustment expenses associated
with, certain of the residential mortgage backed securities and
collateralized debt obligations of asset backed securities
guaranteed by XL Capital.

This caused the capital requirements for maintaining its historic
triple-A ratings of each of the three rating agencies to increase
materially and, subsequently, all three rating agencies (Moody's
Investors Service Inc., Fitch Ratings and Standard & Poor's
Ratings Services) took the negative rating actions, which have
caused the company to suspend writing substantially all new
business resulting in the loss of new incremental earnings and
cash flow.

Although there can be no assurance that XL Capital will be able to
recommence writing new business in the near term or at all, it
believes its liquidity resources are sufficient to fund its
obligations and its statutory capital is sufficient to comply with
its regulatory solvency and regulatory risks limit requirements
for at least the next 12 months.

On Jan. 23, 2008, Fitch downgraded the insurance financial
strength ratings of XLCA, XLCA-UK and XLFA to "A" (Rating Watch
Negative) from "AAA."

On Feb. 25, 2008, S&P downgraded the IFS, financial enhancement
and issuer credit ratings of XLCA, XLCA-UK and XLFA to "A-" from
"AAA" and each remains on CreditWatch with negative implications.

On March 4, 2008, Moody's placed the "A3" IFS ratings of XLCA,
XLCA-UK and XLFA on review for possible downgrade.  Previously, on
Feb. 7, 2008, among other actions, Moody's downgraded the IFS
ratings of XLCA, XLCA-UK and XLFA to "A3" (Negative Outlook) from
"Aaa."

A full-text copy of the XL Capital's annual 2007 financial report
is available for free at http://ResearchArchives.com/t/s?29a6

                      About Security Capital

Security Capital Assurance Ltd. (NYSE: SCA) --
http://www.scafg.com-- is a Bermuda-domiciled holding company
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement and
protection products to the public finance and structured finance
markets throughout the United States and internationally.

                          *      *      *

As reported in the Troubled Company Reporter March 25, 2008,
Standard & Poor's Ratings Services lowered its rating on Security
Capital Assurance Ltd.'s series A perpetual noncumulative
preference shares to 'C' from 'BB-'.  The shares remain on
CreditWatch with negative implications.
     
At the same time, Standard & Poor's withdrew its 'BB+' preliminary
senior secured debt rating and 'BB-' preliminary preferred stock
rating on SCA's Rule 415 shelf registration.  These actions follow
the company's recent announcement that its board of directors
elected not to declare a semiannual dividend payable on March 31,
2008.


SECURITY CAPITAL: Fitch Junks Ratings on $250MM Preference Shares
-----------------------------------------------------------------
Fitch Ratings downgraded these ratings on Security Capital
Assurance Ltd. and its financial guaranty insurance subsidiaries:

XL Capital Assurance Inc. (XLCA)
XL Capital Assurance (U.K.) Ltd. (XLCA-UK)
XL Financial Assurance Ltd. (XLFA)

  -- Insurer financial strength (IFS) to 'BB' from 'A'.

Security Capital Assurance Ltd.

  -- Long-term Issuer to 'B-' from 'BBB';

  -- $250 million fixed floating series A perpetual non-cumulative
     preference shares to 'CCC' from 'BBB-'.

Twins Reefs Pass-Through Trust

  -- $200 million pass-through trust securities to 'B' from 'BBB'.

Fitch has also removed the affected ratings from Rating Watch
Negative, where they were originally placed on Dec. 12, 2007.  The
Rating Outlook is Negative.

The downgrade of SCA and its financial guaranty subsidiaries
centers on Fitch's updated assessment of the company's capital
position, a review by Fitch of the company's current capital
enhancement plans, and an update on Fitch's current views of U.S.
subprime related risks.  The downgrade also reflects what Fitch
views as the material erosion in SCA's franchise value and
competitive business position following downgrades to well below
'AAA' by each of the three major rating agencies.

Fitch believes that SCA's current level of capital and claims
paying resources is no longer consistent with Fitch's guidelines
for an investment grade IFS rating.  Fitch currently believes that
expected losses on SCA's structured finance collateralized debt
obligations backed by subprime residential mortgage backed
securities will ultimately fall within a range of about $3 to
$4 billion.  This compares to SCA's modeled claims paying
resources and committed external reinsurance coverage of
$4.2 billion as of Dec. 31, 2007.  Expected losses reflect Fitch's
current estimates of the range of projected losses over the life
of these transactions, stated on a present value basis.  From a
present value perspective, Fitch discounts the expected future
loss rates on SF CDOs by 5% over a two-year period for CDO-
squareds, five years for mezzanine SF CDOs and seven years for
high-grade SF CDOs.

SCA recently disclosed that it has unilaterally terminated seven
credit default swap contracts with Merrill Lynch International
under which XLCA had covered risk of losses on SF CDO
transactions.  While Fitch is not in a position to opine on the
validity or merits of the termination, Fitch notes that a ruling
in SCA's favor could have meaningful positive impact on the
company's capital position and credit ratings in the future.  
Projected losses on the seven SF CDO transactions account for a
material percentage of the aggregate SF CDO expected losses
estimated by Fitch.

According to SCA, MLI repudiated the contracts by committing to
provide third parties with the same CDO control rights that it had
previously promised to XLCA.  MLI disputes the terminations and
has filed suit in U.S. District Court to seek legal enforcement of
XLCA's obligations under the contracts.  Fitch believes it could
be several years before the dispute is settled.

Fitch notes that SCA has been aiming to restore the company's
financial and capital position.  In the interim, with the loss of
its top credit ratings and its decision to defer raising
additional capital at the present time, SCA has chosen to forego
underwriting new financial guaranty business for the foreseeable
future to preserve capital.  The suspension of new underwriting is
expected to help SCA's capital position as the company will
benefit from the amortization of existing insured obligations,
some of which exhaust a material amount of targeted capital.

Favorably, Fitch notes that SCA's maintains solid liquidity, as
the company would not be expected to pay a majority of its claims,
particularly on SF CDOs, for many years into the future.  In
addition, SCA is not subject to any notable collateral posting or
termination provisions that could effectively accelerate the draw
on its existing capital resources.

Going forward, Fitch believes that it will be very difficult to
stabilize the ratings of SCA until the company can both raise
external capital and more effectively limit the downside risk from
its SF CDOs through reinsurance or other risk mitigation
initiatives.  Fitch does not anticipate removing the Negative
Rating Outlook over the near-to-intermediate-term until the risk
of loss on the SF CDOs portfolio can be more definitively
quantified.

SCA's claims paying resources as of Dec. 31, 2007 of $4.2 billion
includes the benefits from a $500 million reinsurance policy it
maintains with a subsidiary of XL Capital Ltd., the former
majority owner of SCA that now owns 46% of SCA.  Fitch believes
SCA's current claims paying resources (including benefit of the
reinsurance contract) fall below the agency's targeted 'AAA',
'AA', 'A' and 'BBB' IFS rating ranges by these amounts:

  -- 'AAA' capital shortfall of $5.6 to $5.9 billion;
  -- 'AA' capital shortfall of $3.9 to $4.5 billion;
  -- 'A' capital shortfall of $1.3 to $2.5 billion;
  -- 'BBB' capital shortfall of $600 million to $1.2 billion.

Fitch's analysis of expected losses includes an assumption that
underlying cumulative loss rates on residential mortgages
supporting outstanding subprime residential mortgage-backed
securities pools will average 21% in the 2006 vintage year and 26%
for the 2007 vintage year.  These assumed cumulative loss rates
are consistent with those currently used by Fitch for its ratings
of outstanding RMBS transactions.  In order to address the
necessary level of capital to support a financial guarantor at the
highest rating levels, expected losses are further stressed to
arrive at 'AA' and 'AAA' capital thresholds.  This is done to
capture the risk that losses could grow higher than expected due
to a more severe downturn in the economy, sharper than expected
declines in home prices, higher than expected loan defaults, or
other adverse developments beyond expectations.

The majority of SCA's insured SF CDO transactions were
underwritten in the problematic 2006 and 2007 vintage years, and
$3.6 billion of these exposures were underwritten to non-senior
tranches of the high-grade CDOs.  A majority of these non-senior
transactions have experienced noticeable credit deterioration and
Fitch expects they will ultimately suffer high loss given
defaults, and make up a disproportionate share of SCA's future
expected SF CDO losses.  All of these non-senior transactions are
part of the aforementioned MLI contracts.

Fitch's assessment of SCA's capital adequacy also incorporates
existing deterioration to the company's insured RMBS portfolio,
particularly transactions backed by prime second-lien mortgages,
which totaled approximately $4.5 billion as of Dec. 31, 2007 and
subprime RMBS transactions.  Given current market conditions, many
of these transactions have come under considerable ratings
pressure, which increases capital requirements, and SCA is
expected to pay claims on several transactions in the future.   
Stress related to permanent credit impairment from both SF CDOs
and RMBS portfolios were largely responsible for SCA posting case
basis loss reserves of $699.4 million in 2007.  In addition to the
loss and LAE expense, SCA also took a $645 million permanent
impairment against its SF CDO written via credit derivative
execution.

The downgrade of the holding company debt ratings reflects greater
uncertainties surrounding SCA's future earnings and ability to pay
dividends on its $250 million fixed floating series A perpetual
non-cumulative preference shares.  As the company announced, SCA
deferred the dividend payment on this security in March 2008.

Fitch will comment on the impact of the downgrade of XLCA's
IFS rating on the ratings of securities insured by XLCA in a
separate release.

SCA is a Bermuda domiciled holding company whose primary operating
subsidiaries, XLCA and XLFA, provide insurance, reinsurance, and
financial products and services throughout the United States and
internationally.  For Dec. 31, 2007, the company reported
consolidated GAAP assets of $3.6 billion and shareholders equity
of approximately $427 million.  On an aggregated basis net par
outstanding totaled $165 billion as of Dec. 31, 2007.


SEQUOIA ALTERNATIVE: Moody's Cuts Ratings on High Delinquencies
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 3 tranches
from Sequoia Alternative Loan Trust 2006-1.  One downgraded
tranche remains on review for possible further downgrade.   
Additionally, one tranche was placed on review for possible
downgrade.  The collateral backing this transaction consists
primarily of first-lien, adjustable-rate, Alt-A mortgage loans.

The ratings were downgraded or placed on review for possible
downgrade, in general, based on higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to credit enhancement levels.  The actions described
below are a result of Moody's on-going review process.

Issuer: Sequoia Alternative Loan Trust 2006-1

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

  -- Cl. B-1, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from B1

  -- Cl. B-3, Downgraded to Ca from Caa2


SHORES OF PANAMA: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Shores of Panama, Inc. delivered to the United States Bankruptcy
Court for the Northern District of Florida its schedules of assets
and liabilities, disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property               $164,230,000
   B. Personal Property              9,338,452
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $80,855,064
      Secured Claims
   E. Creditors Holding                              $312,825
      Unsecured Priority
      Claims
   F. Creditors Holding                           $32,087,833
      Unsecured Nonpriority
      Claims
                                   ------------   -------------
      TOTAL                        $173,568,452  [$113,255,773]

Based in Spanish Fort, Alabama, Shores of Panama, Inc. owns and
manages condominiums.  The company filed for Chapter 11 protection
on Feb. 26, 2008 (Bankr. N.D. Fla. Case No. 08-50066).  John E.
Venn, Esq. represents  the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
estimated assets of $100 million to $500 million, and estimated
debts of $100 million to $500 million.


SIRIUS SATELLITE: S&P Holds Developing Watch on Refinancing Risks
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on New York
City-based Sirius Satellite Radio Inc. remain on CreditWatch with
developing implications, where S&P originally placed them on
March 4, 2008, due to S&P's concerns over standalone refinancing
risks Sirius might face in 2009 if its merger with XM Satellite
Radio Holdings Inc. (CCC+/Watch Developing/--) wasn't approved.
      
"The CreditWatch update follows the recent announcement by the
Department of Justice that it will not block the proposed merger
of the two companies," explained Standard & Poor's credit analyst
Michael Altberg.  The merger must still be approved by the FCC.
     
Ratings remain on CreditWatch developing pending clarification of
the ultimate capital structure and refinancing needs of a combined
entity, which could be challenged by the currently tight credit
environment.  Assuming the roughly $1.03 billion of XM's debt that
is putable upon a change of control is repurchased at closing, pro
forma indebtedness of a combined entity would be over $2 billion
as of Dec. 31, 2007.  Under its existing capital structure, Sirius
has $300 million of maturities in 2009, while XM has about $621
million of maturities next year.
     
CreditWatch developing indicates that ratings may be raised,
lowered or affirmed.  If the merger is approved by the FCC, S&P
expects upgrade potential to be limited to one notch.  This will
depend on S&P's estimate of the extent and timing of expected cost
savings, and the combined entity's ability to reach financial
self-sustainability.  For 2007, Sirius generated negative EBITDA
of roughly $241 million (after S&P adds back nonrecurring items).  
XM generated negative EBITDA of $158 million for 2007.

S&P will place particular emphasis on the combined entity's
liquidity position following a potential merger.  S&P believes a
combined company could achieve significant initial operating cost
savings.   A merger would also entail much-longer-term capital
investments to rationalize and consolidate the two satellite and
terrestrial infrastructures before all expected cost savings could
be realized.  If the merger is not approved by the FCC, S&P could
lower the ratings unless S&P becomes convinced that Sirius can
address its standalone liquidity needs and progress steadily to
financial self-sustainability.  S&P will continue to monitor
developments surrounding the proposed merger.


SIRVA INC: Completes Sale of Moving Operations in U.K., Ireland
---------------------------------------------------------------
SIRVA, Inc. said it had completed the sale of its moving services
operations in the United Kingdom and the Republic of Ireland to a
company managed by the TEAM Group, Europe's leading independent
corporate international moving company and a member of the Allied
International moving network.

The sale includes Pickfords, the U.K.'s leading moving and storage
business, and Allied Pickfords' international moving services
business in the U.K. SIRVA's relocation operations in the U.K. and
Continental Europe are not part of the transaction, and the
Company remains committed to a continued presence in the
relocation market in Europe.

SIRVA will also continue to own and operate the Allied Pickfords
business in Australia, New Zealand, the Middle East and Asia, all
of which remain a strong part of the Allied Network.

As reported by the Troubled Company Reporter on March 26, 2008,
Sirva and its debtor-affiliates received authority from the
U.S. Bankruptcy Court for the Southern District of New York to
consummate the Sale of their ownership shares in SIRVA Group
Holdings Limited and SIRVA Ireland, despite objections.  

Judge James M. Peck authorized authorized the Debtors to:

   * consummate the Sale of the shares to TEAM, pursuant to the
     terms of the Share Purchase Agreement;

   * close the Sale contemplated by in the Agreement; and

   * execute and close fully the Agreement.

Judge Peck determined that TEAM undertook the transactions
contemplated by the Agreement in accordance with Section 363(m)
of the Bankruptcy Code; hence (i) the reversal or modification on
appeal of the authorization to consummate the Sale will not
affect the validity of the Sale, and (ii) TEAM is entitled to the
full protections of Section 363(m).

Furthermore, Judge Peck approved the Notice of Sale to be served
on all parties-in-interest with respect to the Sale.

The sale of the shares by the Debtors to TEAM in a Private Sale
with no competitive bidding is approved and authorized in light
of, among others, the liquidity needs of SIRVA UK, Judge Peck
held.

All objections to the Motion were withdrawn at the hearing held
March 21, 2008.

                      About the TEAM Group

The TEAM Group is Europe's leader and one of the world's largest
international moving and relocation companies, with over 40
operations in 14 countries. The Group employs over 900 specialist
staff and provides a comprehensive range of innovative cost
effective mobility solutions.



                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  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 combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Committee Requests to Hire TRN as Investment Banker
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sirva Inc. and
its debtor-affiliates ask the U.S. Bankruptcy Court for the
Southern District of New York for authority to retain Trenwith
Securities, LLC, as its investment banker, nunc pro tunc to
February 23, 2008.

According to the Committee, TRN has extensive familiarity with
investment banking, valuation, and corporate finance in
insolvency matters.  The Committee adds that TRN has indicated a
willingness to act as investment banker on the Committee's
behalf.

As investment banker, TRN will:

   (a) analyze the Debtors' business, operations, and financial
       position in light of potential transactions related to the
       sale of securities or assets;

   (b) evaluate proposals from potential investors or purchasers
       of securities or assets;

   (c) advise the Committee on strategy and tactics for
       discussion and negotiations relating to valuation of
       securities, assets, and other transactions;

   (d) recommend and analyze the "highest and best" alternatives
       for the Committee; and

   (e) support the Committee in other matters it may request.

TRN will be paid on an hourly basis, and will be reimbursed of
actual, necessary expenses and other charges incurred.  Its
standard hourly rates are:

     Position                       Hourly Rate
     --------                       -----------
     Managing Directors             $600 - $675
     Principals                     $300 - $600
     Vice-Presidents                $225 - $375
     Associates                     $175 - $275
     Staff                          $125 - $200

Jeffrey R. Manning, a managing director at TRN, assures the Court
that his firm does not hold any interest adverse to the Debtors,
their estates, their creditors, and the Committee.  TRN is a
"disinterested person" as that term is applied in Section 101(14)
of the Bankruptcy Code.

                       About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  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 combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


SOLOMON TECH: Sells 4,295,052 Common Shares to 6 Debenture Holders
------------------------------------------------------------------
Solomon Technologies Inc. disclosed Tuesday that it has issued
4,295,052 shares of common stock, par value $.001 per share to six
holders of its Variable Rate Self-Liquidating Senior Secured
Convertible Debentures due April 17, 2009.  These shares of common
stock were issued pursuant to the pre-redemption provisions of the
Debentures.

The company further disclosed that on March 19, 2008, the company
issued 40,000 shares of common stock to Peter DeVecchis, its
president, pursuant to the terms of his employment agreement with
the company.

                    About Solomon Technologies

Tarpon Springs, Florida Solomon Technologies Inc. (OTC BB:
SOLM.OB) http://www.solomontechnologies.com/-- through its    
Motive Power and Power Electronics divisions, develops, licenses,
manufactures and sells precision electric power drive systems.

                          *     *     *

At Sept. 30, 2007, the company had total assets of $11,789,312 and
total liabilities of $15,636,933, resulting in a $3,847,621 total
stockholders' deficit.


SOLUTIA INC: Settlement with GE Betz Gets Court Approval
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation between Solutia Inc. and GE Betz Inc.,
under which both companies agree that:

    -- Claim No. 14845 will amend and supersede Claim No. 5640;

    -- GE Betz may exercise its right of setoff.  GE Betz
       withdraws the secured claim of $124,545; and

    -- GE Betz will retain an allowed general unsecured claim of
       $255,575.

As reported in the Troubled Company Reporter on March 6, 2008,
GE Betz filed Claim No. 5640 on Nov. 22, 2004, alleging a total
claim of $406,006, of which $124,545 was secured by a right
of offset.

On Feb. 4, 2008, GE Betz filed Claim No. 14845 for $380,119,
of which $124,545 is secured by a right of offset.  Claim No.
14845 is intended to amend and supersede Claim No. 5640.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 122; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: Harbinger Capital, et al., Hold 30.1% Stake
--------------------------------------------------------
A joint Schedule 13D have been filed in the U.S. Securities and
Exchange Commission by:

     * Harbinger Capital Partners Master Fund I, Ltd. -- Master
       Fund;

     * Harbinger Capital Partners Offshore Manager, L.L.C. --
       Harbinger Management -- the investment manager of the
       Master Fund;

     * HMC Investors, L.L.C., Harbinger Management's managing
       member -- HMC Investors;

     * Harbinger Capital Partners Special Situations Fund, L.P.
       -- Special Fund;

     * Harbinger Capital Partners Special Situations GP, LLC --
       HCPSS -- the general partner of the Special Fund;

     * HMC - New York, Inc. -- HMCNY -- the managing member of
       HCPSS;

     * Harbert Management Corporation -- HMC -- the managing
       member of HMC Investors and the parent of HMCNY;

     * Philip Falcone, a shareholder of HMC and the portfolio
       manager of the Master Fund and the Special Fund;

     * Raymond J. Harbert , a shareholder of HMC; and

     * Michael D. Luce, a shareholder of HMC.

As of March 11, 2008, 59,943,092 shares of new common stock are
outstanding -- based on the 59,750,000 shares Solutia Inc.
reported outstanding and issued as the company's emergence,
adjusted for warrants held by HMC, et al.

William R. Lucas, Jr., on behalf of the Entities, discloses that
as of March 11, they may be deemed to beneficially own these
number of Shares:

     Party                     Shares Owned     % of Shares
     -----                     ------------     -----------
     Master Fund                 12,032,149           20.1%
     Harbinger Management        12,032,149           20.1%
     HMC Investors               12,032,149           20.1%
     Special Fund                 6,026,461           10.1%
     HCPSS                        6,026,461           10.1%
     HMCNY                        6,026,461           10.1%
     HMC                         18,058,610           30.1%
     Mr. Falcone                 18,058,610           30.1%
     Mr. Harbert                 18,058,610           30.1%
     Mr. Luce                    18,058,610           30.1%

No borrowed funds were used to purchase the Shares, other than
any borrowed funds used for working capital purposes in the
ordinary course of business, according to Mr. Lucas.  He states
that the Reporting Persons have acquired their Shares for
investment and they reserve their rights.

Mr. Lucas says that each the Reporting Persons has:

    -- the sole power to vote or direct the vote of zero Shares;
    -- the shared power to vote or direct the vote corresponding
       to the number of Shares they own;
    -- has the sole power to dispose or direct the disposition of
       zero Shares; and
    -- shared power to dispose or direct the disposition of
       Shares corresponding to the number of Shares they own.

The Reporting Persons, with the exception of Master Fund,
specifically disclaim beneficial ownership in the Shares reported
except to the extent of their pecuniary interest in the Shares.

In a Form 3 filing with SEC, Master Fund discloses that:

    -- it directly owns 193,092 warrants to purchase shares of
       common stock with a conversion or exercise price of
       $29.70; and

    -- it indirectly owns 193,092 warrants with a conversion or
       exercise price of $29.7.  These securities may be deemed
       to be beneficially owned by Harbinger Management, HMC
       Investors, HMC, and Messrs. Falcone, Harbert and Luce.
       Each disclaims beneficial  ownership of the securities
       reported except to the extent to his or its pecuniary
       interest in these.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 122; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: Several Parties Disclose Ownership of Company Shares
-----------------------------------------------------------------
These parties disclosed in regulatory filings with the Securities
and Exchange Commission their ownership of Reorganized Solutia
Inc. securities:

                      Non-Derivative             Derivative
                        Securities               Securities
Entity             Acquired       Owned     Acquired       Owned
------             --------       -----     --------       -----
Jeffry N. Quinn      20,000      20,115            -           -
President, Chief     10,000      30,115
  Executive
  Officer &
  Chairman

Timothy J. Spihlman     800      24,800            -           -
Vice President &        100      24,900
  Corporate             100      25,000
  Controller

James M. Sullivan     2,000      63,895            -           -
Senior Vice           2,000      65,895
  President, Chief    1,000      66,895
  Financial Officer   4,000      70,895
  & Treasurer

Luc de Temmerman        300         300            -           -
Senior Vice President   100         400
  & President Perf.   2,100       2,500
  Products

James R. Voss           100      40,100            -           -
Senior Vice             100      40,200
  President &           200      40,400
  President             400      40,800
  Flexsys               400      41,200
                        600      41,800
                        700      42,500

Hal E. Wallach,         500         500            -           -
  Jr.                   300         800
Senior Vice             200       1,000
  President -           100       1,100
  Human Resources       200       1,300
                      2,700       4,000
                      2,000       6,000

Mr. Quinn indirectly owns the securities -- 20,000 at $13.2066,
and 10,000 at $9.95 -- for the Jeffry N. Quinn Trust.

Mr. Spihlman acquired the shares at prices ranging from $11.26 to
$11.40.

Mr. Sullivan acquired the securities at prices ranging from $11
to $13.45.

Mr. Temmerman acquired the securities at prices ranging from
$11.33 to $11.37.

Mr. Voss directly owns the securities.  The securities' prices
range from $13.47 to $13.66.

Mr. Wallach acquired the shares at prices ranging from $10 to
$14.11.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 122; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOUTH COAST III: Moody's Cuts Ratings on Seven Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
South Coast Funding III Ltd.:

Class Description:$270,000,000 Class A-1A Floating Rate Senior
Notes Due 2038

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

Class Description:$107,000,000 Class A-1B Floating Rate Senior
Notes Due 2038

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

Class Description:$38,000,000 Class A-2 Floating Rate Senior Notes
Due 2038

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

Class Description:$12,000,000 Class A-3A Floating Rate Senior
Notes Due 2038

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

Class Description:$9,000,000 Class A-3B Fixed Rate Senior Notes
Due 2038

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

Class Description:$10,000,000 Class B Floating Rate Senior
Subordinate Notes Due 2038

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

In addition, Moody's downgraded these notes:

Class Description:$28,000,000 Class C Floating Rate Subordinate
Notes Due 2038

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

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


SOUTH COAST I: Moody's Cuts Ratings on Decline in Credit Quality
----------------------------------------------------------------
Moody's Investors Service  downgraded and left on review for
possible further downgrade the ratings on these notes issued by
South Coast Funding I Ltd.:

Class Description: $319,200,000 Class A-1 Floating Rate Senior
Notes due 2036

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

Class Description: $38,000,000 Class A-2 Floating Rate Senior
Notes due 2036

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $26,000,000 Class B Floating Rate Senior
Subordinate Notes due 2036

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

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


SOUTH COAST III: Moody's Cuts Ratings on Seven Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
South Coast Funding III Ltd.:

Class Description:$270,000,000 Class A-1A Floating Rate Senior
Notes Due 2038

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

Class Description:$107,000,000 Class A-1B Floating Rate Senior
Notes Due 2038

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

Class Description:$38,000,000 Class A-2 Floating Rate Senior Notes
Due 2038

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

Class Description:$12,000,000 Class A-3A Floating Rate Senior
Notes Due 2038

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

Class Description:$9,000,000 Class A-3B Fixed Rate Senior Notes
Due 2038

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

Class Description:$10,000,000 Class B Floating Rate Senior
Subordinate Notes Due 2038

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

In addition, Moody's downgraded these notes:

Class Description:$28,000,000 Class C Floating Rate Subordinate
Notes Due 2038

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

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


SPARTECH CORPORATION: Cuts 10% of Total Workforce
-------------------------------------------------
Spartech Corporation disclosed a restructuring effort resulting
in a reduction in its overall headcount of 350 positions,
representing approximately 10% of the total workforce.

The headcount reduction, which includes both manufacturing and
office personnel, is expected to be substantially completed within
the next few days.  As part of this effort, the company also
announced plans to shut down production at its Mankato, Minnesota
sheet facility and to relocate this business to other Spartech
production facilities.  Completion of the Mankato consolidation
initiative is expected by August 2008.

Myles Odaniell, Spartech's chief executive officer stated, "Since
I assumed my position in January, I have been evaluating the
company's operational structure and strategies while leading the
development of a comprehensive plan designed to substantially
improve our performance.  The reduction in personnel that was
effective today and the Mankato consolidation are actions that
will allow us to better align our costs with the current economic
and demand environment and better position Spartech for the long
term."

Mr. Odaniell continued, "This action has been carefully considered
at all levels of management and we expect it to have no impact on
our ability to serve our customers.  A significant portion of the
Mankato production will be moved to existing available capacity
and we will take all necessary actions to ensure seamless customer
transitions.  While we regret the need to terminate valued
employees, this action is consistent with our intent to build a
low-cost infrastructure and improve our competitive position.  We
will continue to work on additional steps to substantively improve
our company as a part of our ongoing performance improvement
plan."

The company expects the restructuring actions included in this
release will reduce consolidated operating expenses by
approximately $9 million in fiscal 2008 and $16 million on an
annual prospective basis after completion, and result in
approximately $3 million of restructuring expenses consisting
mostly of cash-related items.

                    About Spartech Corporation

Spartech Corporation (NYSE:SEH) -- http://www.spartech.com/--  
produces engineered thermoplastic sheet materials, thermoformed
packaging, polymeric compounds and concentrates, and engineered
product solutions.  The company has facilities located throughout
the United States, Canada, Mexico, and Europe with annual sales of
approximately $1.5 billion.


SPHERIS INC: Posts $11 Million Net Loss in Year Ended December 31
-----------------------------------------------------------------
Spheris Inc. reported financial results for the three and twelve
months ended Dec. 31, 2007.

The company incurred net loss of $3.833 million in quarter ended
Dec. 31, 2007, compared to net loss of $3.382 million for the same
period in the previous year.

For full year 2007, the company's net loss was $11.361 million
compared to net loss of $12.150 million in 2006.

At Dec. 31, 2007, the company's balance sheet showed total assets
of  $300.122 million, total liabilities of $223.436 million and
total stockholders' equity $76.686 million.

As of Dec. 31, 2007, the outstanding indebtedness under the
company's senior secured credit facility was $70.0 million and the
outstanding indebtedness under the company's senior subordinated
notes was $125.0 million.  

During the third quarter of 2007, the company entered into a new
financing agreement to replace the company's senior secured
credit facility.  Concurrent with the closing of the new senior
secured credit facility, the company utilized operating cash flows
to reduce its senior debt by $3.0 million.

                       Liquidity Highlights

As of Dec. 31, 2007, Spheris held $7.2 million in unrestricted
cash and cash equivalents.  During 2007, the company generated
cash from operating activities of $13.6 million compared with
$7.8 million of cash generated from operating activities during
2006.  The $5.8 million increase in cash generated by operating
activities over the prior year resulted from the operating income
improvements.

                        About Spheris Inc.

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/ -- is an outsource provider of clinical    
documentation technology and services to health systems, hospitals
and group medical practices throughout the U.S.  Spheris offers a
highly advanced, Web-based technology platform, available as an
independent solution to support in-house departments or blended
with Spheris' outsource services.  Spheris employs approximately
5,500 skilled medical language specialists supporting the
company's clients through a secure network.

                         *     *     *

Moody's Investor Service's placed Spheris Inc.'s senior
subordinate rating at 'Caa1' in September 2006.  The rating still
hold to date with a stable outlook.


SPX CORP: Earns $294 Million for Year Ended Dec. 31, 2007
---------------------------------------------------------
SPX Corp. earned $294.2 million on $4.8 billion of total revenues
for the year ended Dec. 31, 2007, compared to 2006 where the
company earned $170.7 million on revenues of $4.1 billion.

Revenues increased 15.7% to $4.82 billion from $4.17 billion in
2006.  Organic revenue growth was 9.8%, while completed
acquisitions and the impact of currency fluctuations increased
reported revenues by 3.2% and 2.7%, respectively.

The company had total assets of $6.2 billion, total liabilities of
$4.2 billion, and a stockholders' equity of $2 billion at Dec. 31,
2007, compared to $5.4 million in total assets, total liabilities
of $3.3 billion, and a stockholders' equity of $2.1 billion at
Dec. 31, 2006.

Chris Kearney, Chairman, President and CEO said, "In 2007 SPX
continued to grow and deliver strong financial results. Revenues
for 2007 were $4.82 billion, an increase of 15.7% over 2006.  
Organic revenue growth was almost 10%, driven by strong demand in
our infrastructure and energy markets.

"Our strategy of aligning the company around our three strategic
growth markets of global infrastructure, process equipment and
diagnostic tools is working. We have strong momentum and are well
positioned for continued growth in 2008," Kearney concluded.

As reported in the Troubled Company Reporter on Jan. 4, 2008, the
company completed the acquisition of APV, a manufacturer of
process equipment and engineered solutions primarily for the
sanitary market.

"The acquisition of APV greatly enhances our process equipment
operations serving key markets around the world, particularly in
Europe and Asia Pacific," Chris Kearney, chairman, president and
CEO of SPX, said.  "With APV's broad spectrum of proven process
solutions, rich heritage of innovation and wealth of engineering
expertise, we are better positioned than ever to capitalize on the
growing global demand for flow technology products and solutions,"
he added.

                         About SPX Corp.

Headquartered in Charlotte, North Carolina, SPX Corporation
(NYSE:SPW) -- http://www.spx.com/-- is a multi-industry
manufacturing company.  It provides flow technology, test and
measurement products and services, thermal equipment and services,
and industrial products and services.  Its infrastructure-related
products and services include wet and dry cooling systems, thermal
service and repair work, heat exchangers and power transformers
into the global power market. It has four business segments: Flow
Technology, Test and Measurement, and Thermal Equipment and
Services, and Industrial Products and Services.  The company
employs over 17,000 people in over 30 countries.

At Sept. 30, 2007, SPX had approximately $1.2 billion of debt
outstanding.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 11, 2007,
Standard & Poor's Ratings Services assigned its 'BB' senior
unsecured debt rating to SPX Corp.'s proposed $500 million senior
unsecured notes due in 2014.  At the same time, Standard & Poor's
affirmed its 'BB+' corporate credit rating on the company.  The
outlook is stable.


STACK 2006-1: Eroding Credit Quality Prompts Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Stack 2006-1 Ltd.:

Class Description: $55,000,000 Class II Senior Floating Rate Notes
Due 2046

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

Class Description: $49,500,000 Class III Senior Floating Rate
Notes Due 2046

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

Class Description: $11,000,000 Class IV Senior Floating Rate Notes
Due 2046

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

Class Description: $11,500,000 Class V Mezzanine Floating Rate
Deferrable Notes Due 2046

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

In addition, Moody's downgraded these notes:

Class Description: $24,000,000 Class VI Mezzanine Floating Rate
Deferrable Notes Due 2046

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

Class Description: $5,000,000 Class VII Mezzanine Floating Rate
Deferrable Notes Due 2046

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

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


STACK 2006-2: Moody's Junks Rating on $105 Mil. Notes From 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Stack 2006-2 Ltd.:

Class Description: $585,000,000 Class I Supersenior Swap

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

Class Description: $75,000,000 Class II Senior Floating Rate Notes
Due 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $105,000,000 Class III Senior Floating Rate
Notes Due 2047

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

Class Description: $21,000,000 Class IV Senior Floating Rate Notes
Due 2047

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

Class Description: $27,000,000 Class V Mezzanine Floating Rate
Deferrable Notes Due 2047

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

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


STACK 2007-2: Moody's Cuts Ratings on Deteriorating Credit Quality
------------------------------------------------------------------
Moody's Investors Service  downgraded and left on review for
possible further downgrade the ratings on these notes issued by
STACK 2007-2, Ltd.:

Class Description: $330,000,000 Class A-1 Senior Variable Funding
Floating Rate Notes Due 2047

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

Class Description: $138,000,000 Class A-2 Floating Rate Notes Due
2047

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

Class Description: $46,800,000 Class B Floating Rate Notes Due
2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $29,000,000 Class C Floating Rate Deferrable
Notes Due 2047

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

Additionally, Moody's downgraded these notes:

Class Description: $25,200,000 Class D Floating Rate Deferrable
Notes Due 2047

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

Class Description: $7,000,000 Class E Floating Rate Deferrable
Notes Due 2047

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

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


SUMMIT GLOBAL: Gets Court Nod for $56.5 Mil. Cash Sale to TriDec
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
the sale of Summit Global Logistics, Inc.'s assets and certain of
Summits subsidiaries to TriDec Acquisition Co. Inc.  TriDec is a
company formed by certain founders of Summits operating companies
and members of senior management.

The sale to TriDec was conducted pursuant to Section 363 of the
Bankruptcy Code and was subject to an auction process.  The Court
approved the sale of Summits assets to TriDec on March 26, 2008.

As reported in the Troubled Company Reporter on Feb. 14, 2008, the
Debtors executed an agreement with TriDec Acquisition Co. Inc., on
Jan. 30, 2008, to sell their business and assets for approximately
$56,500,000 in cash plus the assumption of certain liabilities
owing to the pre-bankruptcy secured lenders.  In regulatory
filings with the Securities and Exchange Commission, Summit Global
said roughly $51,000,000 in senior secured debt and $95,000,000 in
convertible note obligations were outstanding as of their
bankruptcy filing.

Pursuant to the sale process to be undertaken during the
bankruptcy case, the Debtors intended to solicit interest from any
potential acquirers under bidding procedures to be approved by the
United States Bankruptcy Court for the District of New Jersey.

Based in East Rutherford, New Jersey, Summit Global Logistics Inc.
fdba Aeorbic Creations Inc. -- http://www.summitgl.com/-- offers  
a network of strategic logistics services, such as non-vessel
operating common carrier ocean services, overseas consolidation,
air freight forwarding, warehousing & distribution, cross-dock,
transload, customs brokerage and trucking.  The Company and its 17
affiliates filed for Chapter 11 protection on January 30, 2008
(Bankr. N.J. Case No. 08-11566).  Kenneth Rosen, Esq., at
Lowenstein Sandler, P.C., represents the Debtors in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this cases.  When the Debtor filed
for protection against their creditors, it list assets between $50
million and $100 million and debts between $100 million and $500
million.

The Court named Perry M. Mandrino, CPA, at Traxi LLC in New York,
as examiner of the Debtors' estate.


SUNTRUST MORTGAGE: Moody's Downgrades Ratings on 11 Tranches
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 11 tranches
from three transactions issued in 2005 and 2006 and backed by
SunTrust Mortgage, Inc. originated loans.  Five downgraded
tranches remain on review for possible further downgrade.   
Additionally, 26 tranches were placed on review for possible
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed, Alt-A mortgage loans.

The ratings were downgraded or placed on review for possible
downgrade, in general, based on higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to credit enhancement levels.  The actions described
below are a result of Moody's on-going review process.

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-ST1

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba1

  -- Cl. B-2, Downgraded to Ca from Ba3

  -- Cl. B-3, Downgraded to Ca from B3

  -- Cl. B-4, Downgraded to Ca from Caa2

Issuer: SunTrust Alternative Loan Trust 2006-1F

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

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

  -- Cl. III-S, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. B-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from B1

  -- Cl. B-3, Downgraded to Ca from Caa3

Issuer: SunTrust Alternative Loan Trust, Series 2005-1F

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-IO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 4-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. CB-IO, Placed on Review for Possible Downgrade,
     currently Aaa
     
  -- Cl. X-PO, Placed on Review for Possible Downgrade,
     currently Aaa


TAHOMA CDO II: Moody's Cuts Ratings on Declining Credit Quality
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Tahoma CDO II, Ltd.:

Class Description: $300,000,000 Class A-1 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $120,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $25,500,000 Class B Senior Secured Floating
Rate Notes due 2047

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

Class Description: $23,000,000 Class C Senior Secured Deferrable
Floating Rate Notes due 2047

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

Class Description: $11,500,000 Class D Senior Secured Deferrable
Floating Rate Notes due 2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $5,000,000 Class E Senior Secured Deferrable
Floating Rate Notes due 2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

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


TASMAN CDO: Moody's Junks Rating on $30 Mil. A1J Notes From 'Aaa'
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Tasman CDO, Ltd. and left on review for possible
downgrade the rating of one of these classes of notes.  The
classes affected by this rating actions are:

Class Description: $164,000,000 Class A1S Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $30,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $58,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $20,000,000 Class A3 Secured Deferrable
Floating Rate Notes Due 2047

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

Class Description: $12,000,000 Class B Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

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

Class Description: $4,000,000 Class C Mezzanine Secured Deferrable
Floating Rate Notes Due 2047

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on March 17,
2008, as reported by the Trustee, of an event of default caused by
a Class A1 Overcollateralization Failure, as described in Section
5.1(i) of the Indenture dated Jan. 11, 2007.

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

The rating downgrades taken reflect the increased expected loss
associated with the tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the event
of default by certain Noteholders.  Because of this uncertainty,
the rating assigned to the Class A1S Notes remains on review for
possible further action.

Tasman CDO, Ltd. is a collateralized debt obligation backed
primarily by a portfolio CDO securities and synthetic securities
in the form of credit default swaps.  Reference obligations for
the credit default swaps are CDO securities.


TECO ENERGY: Fitch Ratings Raises Issuer Default Rating From 'BB+'
------------------------------------------------------------------
Fitch upgrades the Issuer Default Rating and senior unsecured debt
ratings of TECO Energy, Inc. to 'BBB-' from 'BB+'.  In addition,
Fitch has removed TECO and its subsidiary, Tampa Electric Company
from Rating Watch Positive.  The Rating Outlook is Stable.  Fitch
affirms the IDR of Tampa Electric at 'BBB'.  Approximately
$3.2 billion of debt is affected by this rating actions.

Fitch's upgrade of TECO reflects the leverage reduction resulting
from pay-down of parent debt using a portion of the proceeds from
the $405 million sale of the barge operations and earlier debt
reduction efforts. TECO reduced parent and parent guaranteed debt
by $765 million in 2007.  Fitch expects TECO's FFO coverage ratio
to be approximately 3.8 times and a FFO to debt ratio of
approximately 19% in 2008, which are consistent with guidelines
for the new rating level.  In addition, TECO has reduced business
risk over the past few years through sales of certain non-
regulated operations and a focus on Florida utility operations.

TECO's liquidity position is considered strong.  Cash and cash
equivalents were $162.6 million and available credit facilities
were $640.5 million at year-end 2007.  Liquidity is enhanced by
$508 million of net operating losses tax carry-forwards as of
Dec. 31, 2007, which is expected to result in minimal cash tax
payments through 2010.  In addition, there was approximately
$197 million of alternate minimum tax carry forwards at Dec. 31,
2007.  There is no long-term debt maturing at the parent holding
company in 2008 or 2009 and TECO has extended the average life of
its debt through refinancing efforts.

TECO's ratings are supported by upstream dividends from regulated
utilities in Florida and profitable coal mining and Guatemala
power investments.  Primary credit concerns are increasing
operating costs at the utilities, a weak Florida housing market
and slowing state economy that are expected to contribute to more
moderate growth of energy sales, and increasing capital spending
for new gas-fired generation capacity and other investments.  In
addition, Fitch is concerned that higher risk TECO Coal and
Guatemala operations may begin to contribute a greater proportion
of consolidated cash flow.

The ratings of Tampa Electric were affirmed.  Credit metrics are
expected to remain consistent with the current rating for the next
few years assuming the State regulatory environment continues to
be supportive and the parent company invests equity in the
utility.  In 2008, Tampa Electric is expected to file for its
first base rate increase since 1992 as it continues to invest to
meet system growth and reliability needs.  Credit concerns include
an increasing reliance on gas-fired generating capacity over the
next five years, more stringent environmental regulations, slower
kilowatt hour sales growth and the need for base rate relief to
earn allowed rates of return.

Fitch has upgraded these ratings and assigned a Stable Rating
Outlook:

TECO Energy, Inc.

  -- IDR to 'BBB-' from 'BB+';
  -- Senior unsecured to 'BBB-' from 'BB+'.

TECO Finance

  -- IDR to 'BBB-' from 'BB+';
  -- Senior unsecured to 'BBB-'from 'BB+'.

Fitch affirmed these ratings and assigned a Stable Rating Outlook.

Tampa Electric Company

  -- IDR at 'BBB';
  -- Senior unsecured at 'BBB+';
  -- Short-term rating at 'F2'
  -- Commercial paper at 'F2'.


TOPANGA CDO: Poor Credit Quality Prompts Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Topanga CDO II, Ltd.:

Class Description: Up to $650,000,000 Class S Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $161,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $60,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $45,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes Due 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $42,000,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes Due 2046

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

Class Description: $20,000,000 Class D Floating Rate Junior
Subordinate Secured Deferrable Notes Due 2046

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

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


TOUSA INC: Needs More Time to File 2007 Annual Report
-----------------------------------------------------
TOUSA, Inc., notified the U.S. Securities and Exchange Commission
on March 18, 2008, that with respect to its annual report on Form
10-K for the year ended December 31, 2007, it needs additional
time to complete its year-end close process, financial statements
and its related assessment of internal control over financial
reporting as of December 31, 2007.

Angela Valdes, TOUSA's vice president and chief accounting
officer, says that since the Petition Date, the company has been
immersed in efforts to stabilize its operations and adhere to
various matters related to its Chapter 11 cases, including the
preparation of disclosure materials and general information
concerning TOUSA as required by the Office of the United States
Trustee and the Bankruptcy Code.

TOUSA has also experienced attrition of certain key personnel
within its accounting organization, Ms. Valdes states.       
Additionally, and as a result of, among other things, the process
of reviewing inventories, goodwill, investments in joint ventures
and other assets for possible impairment charges, TOUSA requires
additional time to complete its financial statements, she avers.

Accordingly, TOUSA does not believe that it will be able to file
its 2007 Form 10-K by April 1, 2008.  The company nevertheless
intends to file its Form 10-K as soon thereafter as possible, Ms.
Valdes reports.

TOUSA anticipates that the statements of operations to be
included in its 2007 Form 10-K will reflect a significant change
in the results of its operations for the fiscal year ended 2006.  
The company previously reported on its September 30, 2007 Form
10-Q a net loss of $819,900,000 for the nine months ended
compared to a $201,200,000 net loss for the year ended
December 31, 2006, Ms. Valdes notes.

TOUSA's homebuilding deliveries decreased 9%, homebuilding
revenues decreased 12%, and net sales orders decreased 21% for
the year ended December 31, 2007, as compared to the year ended
December 31, 2006 for continuing operations, Ms. Valdes
continues.  TOUSA also expects to report material impairment
charges with respect to inventories, goodwill, investments in
joint ventures and other assets for the year ending December 31,
2007.  The company, however, is still evaluating the results of
its assessment and is not able at this time to estimate the
amount or range of this potential charge, Ms. Valdes adds.


TOUSA INC: Objects to Krieff's Request to Lift Bankruptcy Stay
--------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates and the Official Committee of  
Unsecured Creditors filed an objection to Robert Krieff's request
to lift the automatic stay in the Debtors' cases.

As of the Debtors' bankruptcy filing, Robert Krieff was, and is,
the holder of a certain Final Judgment Confirming Interim Award
entered in a case entitled Robert Krieff v EH/Transeastern, LLC,
Case No. 07-31869, pending in the 17th Judicial Circuit in and for
Broward County, Florida.  The amount of the Final Judgment is
$632,599, plus interest, since December 17, 2007.

According to David W. Black, Esq., at Frank, Weinberg & Black,
P.L., in Plantation, Florida, Mr. Krieff's counsel, the Final
Judgment is secured by a Writ of Garnishment issued on December
20, 2007, and served on Garnishee, Wachovia Bank.  Garnishee,
Wachovia Bank indicated that it was indebted $1,265,198 to the
Debtors.

Service of the Writ of Garnishment creates a lien in or upon any
debts or property at the time of service or at the time the debts
or property comes into Garnishee's possession or control, Mr.
Black tells the Court.  There are no set-offs or counterclaims to
the debt, and it is free from any charge forbidden by law, he
adds.

Mr. Krieff has a fully protected security interest in the
collateral.  "It is clear that [Mr. Krieff] holds a lien on the
garnished funds held by Wachovia and is further entitled to Stay
Relief to complete the garnishment proceedings in Florida State
Court," Mr. Black asserts.

Mr. Krieff asked the Court to lift the automatic stay so as to
complete the garnishment proceedings or any adequate protection.

                   Debtors & Committee Object

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, the Debtors' counsel, asserts that Robert Krieff's Lift
Stay Motion must be denied because he has not established, and
cannot establish, cause to warrant relief from the broad
protection of the automatic stay to proceed with his garnishmnent
proceedings.

Mr. Singerman maintains that Mr. Krieff's "barebones" Motion  
asserted without any support or discussion that he is the holder
of a final judgment against EH/Transeastern, LLC, a predecessor
to one of the Debtors, which claim is secured by a lien on funds
that a different Debtor had deposited in Wachovia Bank.

The reality is that the Debtors and Mr. Krieff are embroiled in
an unresolved employment dispute, and almost every aspect of Mr.
Krieff's claim against the Debtors -- from the underlying merits,
to whether a judgment was properly entered, to whether and to
what extent Mr. Krieff's garnishment was effective -- remains in
dispute, Mr. Singerman contends.

Mr. Singerman tells the Court that denying the Motion results in
no harm or risk to Mr. Krieff because funds representing "twice
the amount" of Mr. Krieff's judgment have already been set aside
on account of the garnishment and are being held, pending further
Court order, by Wachovia.

The Official Committee of Unsecured Creditors joins in the
Debtors' objection and also asks the Court to deny Mr. Krieff's
Lift Stay Motion.

                         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.  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.


TOWERS OF CHANNELSIDE: Court OKs Sale of Assets for $28 Million
---------------------------------------------------------------
The Hon. K. Rodney May of the United States Bankruptcy Court
for the Middle District of Florida authorized The Towers of
Channelside LLC to sell certain assets to Prince Pepin Designs
Inc. for $28,084,202 in the aggregate free and clear of liens,
claims, and encumbrances.

The Debtor say that Prince Pepin will purchase its 21 residential
units and retail unit #5.

The Court also authorized the Debtors to pay $26,539,571 to
Wachovia Bank -- which is owed at least $58 million as of the
Debtor's bankruptcy filing -- in exchange for partial releases of
its lien to reduce the Debtor's balance.

Edward J. Peterson, Esq., at Stichter Riedel Blain & Prosser P.A.,
says that the Debtor will pay 2% commission to Prince Pepin's
broker, Prudential Tropical Realty and certain managers of the
Debtor.

Closing costs of up to 1.5% will be paid from the gross sales
proceeds, Mr. Peter adds.

                   About Towers of Channelside

Based in Plant City, Florida, the Towers of Channelside, LLC--
http://www.towersatchannelside.com/--operates a 29-story twin     
tower condominiums overlooking the Tampa Bay area.  The developer
filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla.
Case No. 08-00939).  Edward J. Peterson, III, Esq. and Harley E.
Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represents
the Debtor in its restructuring efforts.  The U.S. Trustee for
Region 21 has appointed creditors to serve on an Official
Committee of Unsecured Creditors in this case.

As reported in the Troubled Company Reporter on March 4, 2008, the
Debtor's schedules showed total assets of $109,783,667 and total
debts of  $94,258,253.


TQS INC: Subrogation Pact Releases Cogeco Inc. as Guarantor
-----------------------------------------------------------
COGECO Inc. said it has been entirely released, without costs from
its obligations as guarantor of Groupe TQS, aka TQS Inc.,
contracted on Dec. 14, 2008, in favor of CIBC World Markets.

The release of COGECO Inc. follows the repayment, by Remstar
Corporation, of the sums owed by Groupe TQS to CIBC, under the
terms of a subrogation agreement providing for the express release
of COGECO Inc. by CIBC and Remstar.

The judicial proceedings undertaken by Groupe TQS under the
Companies' Creditors Arrangement Act, following the initial order
rendered on Dec. 18, 2007, are still ongoing under the supervision
of the Superior Court -- Commercial Division.

                   TQS Gets CCAA Protection

As reported in the Troubled Company Reporter on Dec. 21, 2007, TQS
Inc. obtained an order by Quebec Superior Court under the
Companies' Creditors Arrangement Act with a view of protecting TQS
and its subsidiaries from claims by creditors and allow it to
reorganize its operations.  Issued for a period of 30 days, the
order also applies to subsidiaries and to TQS' parent, 3947424
Canada Inc.

In October 2007, the Board of Directors of TQS engaged CIBC World
Markets to advise on and assess strategic options to strengthen
the TQS network in the face of financial difficulties.  At a
meeting on Dec. 17, 2007, after considering CIBC World Markets'
report and discussing its assessment and recommendations, the
Board of Directors of TQS concluded that it was in the best
interest of TQS, its employees and creditors to request court
protection.  Under the order, RSM Richter Inc. has been appointed
as monitor by Mr. Justice Journet of the Quebec Superior Court.
His mandate is to support the applicants, under Court supervision,
in preparing a creditors arrangement plan.

                         About COGECO

COGECO Inc. -- http://www.cogeco.ca/-- is a diversified  
communications company. Through its Cogeco Cable subsidiary,
COGECO provides approximately 2,569,000 revenue-generating units
to 2,365,000 homes passed in its Canadian and Portuguese service
territories.  Through its two-way broadband cable networks, Cogeco
Cable provides its residential and commercial customers with
Analogue and Digital Television, High Speed Internet as well as
Telephony services.  Through its Cogeco Radio-Television
subsidiary, COGECO owns and operates the RYTHME FM radio stations
in Montreal, Quebec City, Trois-Rivieres and Sherbrooke as well as
the 933 station in Quebec City.  COGECO's subordinate voting
shares are listed on the Toronto Stock Exchange (TSX: CGO).  The
subordinate voting shares of Cogeco Cable are also listed on the
Toronto Stock Exchange (TSX: CCA).

                           About TQS

TQS Inc. is a Francophone general interest television broadcaster
with more than 600 employees and over a hundred freelance TV
artists and skilled technicians.  With five of its own stations
(Montreal, Quebec City, Saguenay, Sherbrooke, Trois-Rivieres) and
four affiliates (Gatineau - Ottawa, Val-d'Or - Rouyn-Noranda,
Rimouski and Riviere-du-Loup) the network covers all of Quebec.
TQS also operates its own production house, Les Productions Point-
Final.


UNIGENE LABS: Grant Thornton Expresses Going Concern Doubt
----------------------------------------------------------
Grant Thornton in Edison, N.J., raised substantial doubt about the
ability of Unigene Laboratories, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31,2007.  The auditing firm pointed to the
company's recurring losses from operations and accumulated
deficit.

The company stated that it had incurred annual losses since its
inception.  As a result, at Dec. 31, 2007, the company had an
accumulated deficit of approximately $123,000,000.  The company's
gross revenues for the years ended Dec. 31, 2007, 2006 and 2005
were $20,423,000, $6,059,000 and $14,276,000.

The company's revenues have not been sufficient to sustain its
operations.  Revenue for 2007 consisted primarily of Fortical
sales and royalties, as well as peptide sales to Novartis.  
Revenue for 2006 consisted primarily of Fortical sales and
royalties.  Revenue for 2005 consisted primarily of revenue from
USL for Fortical sales and royalties, as well as a milestone
payment.  As of Dec. 31, 2007, the company had three material
revenue generating license agreements.  The company believes that
to achieve profitability it will require at least the successful
commercialization of its oral or nasal calcitonin products, its
oral PTH product, its SDBG program or another peptide product in
the U.S. and abroad.

The company posted a net loss of $3,448,340 on total revenues of
$20,422,829 for the year ended Dec. 31,2007, as compared with a
net loss of $11,784,136 on total revenues of $6,058,932 in the
prior year.

For 2007, the company had a loss from operations of $3,099,000.  
For 2006, it had a loss from operations of $10,980,000.  

The company generated cash flow from operations of $3,283,000 for
2007.  It had cash flow deficits from operations of $10,962,000
and $2,318,000 for 2006 and 2005, respectively.  Management
believes that the company will generate cash to apply toward
funding its operations through sales of Fortical to USL, royalties
from USL sales of Fortical, the achievement of milestones in the
Novartis and GSK agreements or through the sale of peptides to
licenses.  However, if USL is unable to further increase the
market share for Fortical, or substantially reduces Fortical's
price to meet generic or other competition, or if we are unable to
achieve milestones and sales on a timely basis, we would need
additional funds in the near term to continue our operations.

At Dec. 31,2007, the company's balance sheet showed $16,874,160 in
total assets and $33,544,904 in total liabilities, resulting in
$16,670,744 of stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at:  http://ResearchArchives.com/t/s?296c   

                    About Unigene Laboratories

Unigene Laboratories, Inc., (OTC BB: UGNE.OB) --
http://www.unigene.com -- a biopharmaceutical company, engages in  
the research, production, and delivery of peptides for medical
use. It focuses on the development of various peptide products for
the treatment of osteoporosis, including nasal and oral
calcitonin, and oral parathyroid hormone (PTH).  The company
offers Fortical, a nasal calcitonin product for the treatment of
postmenopausal osteoporosis; and Forcaltonin, an injectable
calcitonin product for the treatment of Paget's disease and
hypercalcemia.  It markets Fortical in the United States, and
Forcaltonin in Europe.  Unigene Laboratories has licensing
agreements with GlaxoSmithKline to develop and commercialize PTH;
with Upsher-Smith Laboratories, Inc., to market Fortical; and with
Novartis to manufacture calcitonin.  The company was founded in
1980 and is based in Fairfield, New Jersey.


VESTA INSURANCE: FSIA Allowed to Hire Ralph Brotherton as Trustee
-----------------------------------------------------------------
Florida Select Insurance Agency, Inc.'s Plan of Liquidation
contemplates the appointment of Ralph Brotherton, the company's
sole officer and director, as Plan Trustee.

Under the Confirmation Order, Judge Thomas B. Bennett of the U.S.
Bankruptcy Court for the Northern District of Alabama authorized
Florida Select to appoint Mr. Brotherton as Plan Trustee pursuant
to a retention agreement dated March 20, 2008.

As Plan Trustee, Mr. Brotherton will:

   (a) employ and compensate professionals currently employed by
       Florida Select or selected by the Plan Trustee;

   (b) liquidate and collect all estate property and administer
       Florida Select's estate;

   (c) review, investigate and object to or seek equitable
       subordination of claims against Florida Select;

   (d) investigate, prosecute and settle all Estate Causes of
       Action;

   (e) voluntarily engage in mediation or arbitration with
       respect to those Actions;

   (f) invest Florida Select's cash in:
     
       -- direct obligations of, or in any agency in full faith
          and credit of, the United States of America;

       -- various accounts that are issued by a commercial or
          savings institution; and

       -- other permissible investments under Section 345 of the
          Bankruptcy Code;

   (g) calculate and make distributions;

   (h) make and file tax returns; and

   (i) seek estimation of contingent or unliquidated claims or
       determinations of tax liabilities.

A full-text copy of the Brotherton Retention Agreement is
available at no charge at:

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

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expired Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


VESTA INSURANCE: J. Gordon Settles Affirmative's $7.2M Claim
------------------------------------------------------------
Kevin O'Halloran, in his capacity as J. Gordon Gaines, Inc.'s
Plan Trustee, asks the U.S. Bankruptcy Court for the Northern
District of Alabama to approve a settlement agreement he entered
into with Affirmative Insurance Holdings, Inc., Affirmative
Insurance Company, and Insura Property Casualty Insurance Company.

To recall, Affirmative Insurance filed Claim No. 56 for
$7,200,000 against Vesta Insurance Group, Inc., for alleged
"shortfall" with respect to the non-standard automobile insurance
business, under which Vesta divested its equity stake, and
transferred the business to AIH and its subsidiaries.

The Gaines Plan Trustee disputed Claim No. 56.

To resolve their dispute, the parties reached a compromise and
agreed that:

   (a) Affirmative Insurance agrees that did it not and has not
       asserted any claim against J. Gaines;

   (b) the Gaines Plan Trustee will withdraw its objection to
       Claim No. 56;

   (c) the Gaines Plan Trustee will make available on Affirmative
       Insurance's request any documents or information related
       to Claim No. 56 in Gaines' possession;

   (d) the Gaines Plan Trustee will withdraw the Adversary
       Proceeding it initiated against AIH and AIC.

The Gaines Plan Trustee clarifies that the Settlement Agreement
does not impact Affirmative Insurance's Claim against VIG, its
estate or any assets.

Mr. O'Halloran asserts that the Affirmative Settlement is in the
parties' best interest because it:

   -- eliminates Gaines' liability to Affirmative Insurance
      without further expense;

   -- advances the Debtor' objective to be able to make a
      distribution to unsecured claimants; and

   -- removes any uncertainty and delay regarding the parties'
      litigation.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expired Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


VICORP RESTAURANTS: S&P Cuts Issue-level Rating to 'CC' From CCC-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a recovery rating to
VICORP Restaurants Inc.'s $126.5 million 10.5% senior notes due
2011, while lowering the issue-level rating on this debt to 'CC'
(two notches lower than the 'CCC' corporate credit rating on the
company) from 'CCC-'.  A recovery rating of '6' was assigned to
the notes, indicating the expectation for negligible (0% to 10%)
recovery in the event of a payment default.
     
The corporate credit rating on VICORP is 'CCC-' and the rating
outlook is negative, reflecting the increased near-term default
risk as a result of the company not filing its 10-K within 30 days
of its extended due date.

                          Ratings List

                    VICORP Restaurants Inc.

   Corporate Credit Rating              CCC/Negative/--

                         Rating Lowered

                              To        From
                              --        ----
  VICORP Restaurants Inc.

    Senior Unsecured           CC        CCC-
      Recovery Rating          6


WAVE SYSTEMS: KPMG LLP Expresses Going Concern Doubt
----------------------------------------------------
KPMG LLP raised substantial doubt about the ability of Wave
Systems Corp. to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.  
The auditor pointed to the company's recurring losses from
operations and accumulated deficit.

The company posted a net loss of $19,951,551 on net revenue of
$6,306,960 for the year ended Dec. 31, 2007, as compared with a
net loss of $18,785,273 on net revenue of $3,116,381 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $6,037,856 in
total assets, $3,542,345 in total liabilities and $2,495,511 in
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2975

                        About Wave Systems

Wave Systems Corp. (NasdaqGM: WAVE) --  http://www.wave.com/--  
provides client and server software for hardware-based digital
security, enabling organizations to know who is connecting to
their critical IT infrastructure, protect corporate data, and
strengthen the boundaries of their networks.  Wave's core products
are based around the Trusted Platform Module (TPM), the industry-
standard hardware security chip that is included as standard
equipment on most enterprise-class PCs shipping today.  A TPM is a
highly secure cryptographic support system.  It generates, stores
and processes keys, which can be used to encrypt information and
harden identities.  It provides a broad range of security
features, but because the TPM works independently of the operating
system, it can serve as a "root of trust," verifying the integrity
of the machine and user.


XELR8 HOLDINGS: Net Loss Lowers to $3MM in Year Ended December 31
-----------------------------------------------------------------
XELR8 Holdings Inc. reported net loss for the year ended Dec. 31,
2007, decreased 31% to $3.2 million compared to a loss of
$4.7 million in the prior year.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $3.05 million, total liabilities of $0.83 million and total
shareholders' equity $2.22 million.

The company's balance sheet continues to remain strong.  As of
Dec. 31, 2007, cash and cash equivalents were $2.25 million,
excluding the proceeds from the February 2008 financing.  The
company has working capital of $2.1 million as of Dec. 31, 2007.  
The company remains debt free.

As a result of the improved operating performance and the
additional financing, the company's Independent Registered Public
Accountants have removed the going concern qualification from
their report.

As reported in the Troubled Company Reporter on April 12, 2007,
Gordon, Hughes & Banks LLP, in Greenwood Village, Colorado,
expressed substantial doubt about XELR8's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company has incurred a net loss of
$4,669,449 for the year ended Dec. 31, 2006.

"I am pleased with XELR8's performance in fiscal 2007," said John
Pougnet, XELR8 CEO.  "Fiscal 2007 was a pivotal year for XELR8,
especially with the launch of our lead product Bazi, in January
2007, which has become a dominant part of our revenues as well as
our anchor for future growth."

"During fiscal 2007 we built an excellent foundation for marketing
Bazi, ending the year with 8,416 participants nationwide," added    
Mr. Pougnet.  "We have begun leveraging our distributor base in
fiscal 2008 through various means that we believe will not only
assist them in building their current clientele, but also enhance
our network by finding more distributors to broaden our reach."

"We are focused on attaining profitability and are getting closer
to that goal daily," Mr. Pougnet said.  "Fortunately, the company
is well capitalized and can undertake expenditures that will not
only contribute ultimately to profitability but also strengthen
our distribution network leading to broader acceptance of our
products and, in particular, Bazi."

                       About XELR8 Holdings

XELR8 Holdings Inc. (AMEX: BZI) -- http://www.xelr8.com/ --     
develops, sells, markets and distributes nutritional supplement
products primarily through a direct sales or network marketing
system in which independent distributors sell the company's
products, as well as purchase them for their own personal use.  
The company also sells products directly to professional and
Olympic athletes and to professional sports teams.

                        *     *     *

This concludes the Troubled Company Reporter's coverage of XELR8
Holdings Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


XM SATELLITE: Refinancing Risks Cues S&P To Hold Developing Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Washington,
District of Columbia-based XM Satellite Radio Holdings Inc. and XM
Satellite Radio Inc. remain on CreditWatch with developing
implications, where S&P originally placed them on March 4, 2008,
due to S&P's concerns over standalone refinancing risks XM might
face if its merger with Sirius Satellite Radio Inc. (CCC+/Watch
Developing/--) wasn't approved.
      
"This CreditWatch update follows the recent announcement by the
Department of Justice that it will not block the proposed merger
of the two companies," explained Standard & Poor's credit analyst
Michael Altberg.  The merger must still be approved by the FCC.
     
Ratings remain on CreditWatch developing pending clarification of
XM's plan to deal with certain debt that will become putable upon
the close of the proposed transaction.  Due to change of control
provisions, roughly $1.03 billion of debt will become putable upon
the closing of the proposed transaction, including XM's 9.75%
senior notes due 2014, its senior floating rate notes due 2013,
and its 10% senior secured notes related to the sale-leaseback
transaction on its XM-4 satellite.

The debt is putable at 101% of the principal, which could equate
to about $1.04 billion of refinancing needs.  In addition, the
continued CreditWatch listing reflects uncertainty around the
ultimate capital structure and refinancing needs of a combined
entity in the currently tight credit environment.  Assuming all
noteholders consent to waive their put options or XM refinances
the aforementioned debt, pro forma indebtedness of a combined
entity would be about $3 billion as of Dec. 31, 2007.  Under its
existing capital structure, XM has about $621 million of
maturities in 2009, while Sirius has $300 million of maturities
next year.
     
CreditWatch developing indicates that ratings may be raised,
lowered, or affirmed.  If the merger is approved by the FCC, S&P
expect upgrade potential to be limited to one notch.  This will
depend on S&P's estimate of the extent and timing of expected cost
savings, and the combined entity's ability to reach financial
self-sustainability.  For 2007, XM generated negative EBITDA of
roughly $158 million, after S&P adds back nonrecurring items.  
Sirius generated negative EBITDA of $241 million for 2007.

S&P will place particular emphasis on the combined entity's
liquidity position following the proposed merger.  S&P believes a
combined company could achieve significant initial operating cost
savings.  A merger would also entail much-longer-term capital
investments to rationalize and consolidate the two satellite and
terrestrial infrastructures before all expected cost savings could
be realized.  If the merger is not approved by the FCC, S&P could
lower the ratings unless S&P becomes convinced that XM can address
its standalone liquidity needs and progress steadily to financial
self-sustainability.  S&P will continue to monitor developments
surrounding the proposed merger.


ZIFF DAVIS: Files Joint Plan of Reorganization in N.Y. Court
------------------------------------------------------------
Ziff Davis Holdings Inc., Ziff Davis Media Inc., Ziff Davis
Development Inc., Ziff Davis Intermediate Holdings Inc., Ziff
Davis Internet Inc., Ziff Davis Publishing Inc., and Ziff Davis
Publishing Holdings Inc., delivered to the United States
Bankruptcy Court for the Southern District of New York a Joint
Chapter 11 Plan of Reorganization on March 26, 2008.

The Plan is premised on the terms already agreed upon prepetition
by the Debtors and the Floating Rate Noteholder Group --
comprised of U.S. Bank National Association, as indenture
trustee, and holders of in excess of 80% the principal amount of
senior secured floating rate notes due 2012, of which
$205,000,000 in principal were originally issued by the Debtors.

Pursuant to the Plan Support Agreement, the Majority Senior
Secured Note Holders, which are classified under Class 4, will
vote in favor of the Plan.  In essence, the Plan compromises
Senior Secured Note Claims that, as of the Petition Date,
exceeded $225,000,000, by providing the Claim Holders, in full
satisfaction of their claim:

   -- cash payments;

   -- new senior secured notes in the aggregate principal amount
      of $50,000,000;
  
   -- 88.8% of the new common stock of Reorganized Ziff Davis
      Holdings; and

   -- the escrow and other funds that may be paid to the Debtors
      in connection with the prepetition sale of their
      Enterprise Group business, of which the balance of the
      sale proceeds kept at a segregated account is about
      $113,100,000.

According to Jason Young, the Debtors' chief executive officer,
the Chapter 11 cases were filed to obtain a forum whereby certain
disputes between senior secured claim holders and subordinated
unsecured claim holders may be adjudicated in an efficient,
expedient and economical fashion, with minimal disruption to the
Debtors' ongoing business operations.
                
Mr. Young explains that prior to reaching the compromise embodied
in the Plan, the Debtors, certain Senior Secured Note Holders  
and Subordinated Note Holders, disagreed over, among other
things, the enterprise valuation of the Debtors' businesses.

Certain Senior Secured Note Holders contend that the Debtors'
enterprise value is less than, or equal to, the amount of the
Senior Secured Note Claims and the claims against the Debtors
under the notes issued to MHR Institutional Partners III LP, in
the aggregate principal amount of $20,000,000.  

These Senior Note Holders, therefore, maintain that no other
constituent -- other than the MHR Note Holders -- of the Debtors
is entitled to any recovery under the Plan and applicable
bankruptcy law.  These constituents include:

   (a) Holders of Senior Subordinated Notes -- senior
       subordinated compounding notes due 2009 -- in the
       aggregate principal of $152,500,000, issued by the
       Debtors; and

   (b) holders of "Stub Notes" -- the 12% Senior Subordinated
       Notes due 2010 -- which as of the Petition Date, were
       outstanding in the approximate amount of $12,000,000.

Certain holders of Senior Subordinated Notes contend that the
enterprise value of the Debtors greatly exceeds the amount of the
Senior Secured Note Claims and the MHR Note Claims, but is less
than the aggregate of the Senior Secured Note Claims, the MHR
Note Claims, the Subordinated Note Claims and the Stub Note
Claims.  The Subordinated Note Holders, therefore, contend that
they are entitled to all, or most of, the new common stock to be
issued under the Plan.

According to Mr. Young, the Plan is based on a compromise, and
all parties reserve all their rights regarding valuation issues
if the Plan is not confirmed.  Moreover, the Debtors anticipate
that, in connection with a contested confirmation and valuation
hearing, expert valuation reports will be finalized and submitted
in the next several weeks.

The material terms of the Plan are:

   (i) The Debtors will be reorganized pursuant to the Plan and
       will continue in operation, achieving the objectives of
       Chapter 11 for the benefit of their creditors, customers,
       suppliers, employees and communities.

  (ii) Holders of allowed administrative Claims, allowed priority
       tax claims, and holders of authorized, issued and
       outstanding equity interests in any of the Debtors other
       than Ziff Davis Holdings, as of the Petition Date, will be
       unimpaired by the Plan or will be paid in full as required
       by the Bankruptcy Code, unless otherwise agreed by the
       holders of those claims or interests.

(iii) Holders of Allowed Senior Secured Note Claims and MHR Note
       Claims, Classified in Class 4, will share in the New
       Senior Secured Notes, Cash, 88.8% of the New Ziff Davis
       Holding Common Stock -- subject to dilution for New Ziff
       Davis Holdings Common Stock allocated to the New
       Management Incentive Plan -- and the Indemnity Escrow and
       other funds payable to the Debtors under the Enterprise
       Sale.

  (iv) Holders of Subordinated Note Claims and Stub Note Claims,
       classified under Class 5, will share in 11.2% of the New
       Ziff Davis Holdings Common Stock -- subject to dilution
       for New Ziff Davis Holdings Common Stock allocated to the
       New Management Incentive Plan.  If Class 5 votes to accept
       the Plan, subordination provisions under an indenture
       providing for the notes will be waived; however, if Class
       5 votes to reject the Plan, subordination rights will be
       enforced.

   (v) Holders of allowed General unsecured claims, under Class 6
       will receive their pro rata share of $500,000.

  (vi) Holders of Convenience Claims -- holders of general
       unsecured claims of less than $10,000, or "electing"
       holders of general unsecured claims of up to $50,000 --
       will receive 100% of the allowed amount of the claims in
       cash.

(vii) Old Ziff Davis Holdings Common Stock and Interests will be
       canceled.

As of the Petition Date, the Debtors' debts are:

    -- secured funded indebtedness totaling approximately
       $242,000,000;

    -- subordinated, unsecured bond debt totaling $186,000,000;
       and

    -- unsecured trade debt totaling approximately $11,000,000.

        Ziff Davis Not Yet Contemplating DIP or Exit Loan

Mr. Young relates that the Debtors do not anticipate requiring
debtor-in-possession financing to operate their businesses during
the course of their Chapter 11 cases.  

In the event that the Debtors or the Reorganized Debtors
determine in the exercise of their reasonable business judgment
that an Exit Facility is necessary or appropriate, an Exit
Facility may be entered into, with the proceeds used to fund
operations or make payments required under the Plan.
Alternatively, the Debtors, Mr. Young says, have negotiated for
up to $7,500,000 of cash collateral to be available as Cash
Funding at Exit for the Debtors' use after the effective date of
the Plan.

               New Securities Not to Be Registered

The Debtors said in the Plan that the New Senior Secured Notes
and the New Ziff Davis Holdings Common Stock that will be issued
pursuant to the Plan are securities for which there is currently
no market.

Mr. Young says there is no present intention to register the New
Ziff Davis Holdings Common Stock.  So long as it is not
registered under the Exchange Act, the New Ziff Davis Holdings
Common Stock will not be listed on a securities exchange or
quoted on an interdealer quotation system.

             Debtors to Submit Plan Supplements

The Debtors are required to comply with the statutory
requirements under Section 1129(a) of the Bankruptcy Code in
order to obtain confirmation of the Plan.

The Debtors believe that the Plan complies with the financial
feasibility standard of Section 1129(a)(11) of the Bankruptcy
Code.  The Debtors will submit financial projections, which will  
indicate whether the Debtors would have sufficient cash flow to
pay and service their debt obligations and fund their operations.

The "best interests" test, set forth in Section 1129(a)(7) of the
Bankruptcy Code, requires a Bankruptcy Court to find either that
all members of an impaired class of claims or interests have
accepted the plan, or, a member who has not accepted the plan
will receive a recovery of property of a value, as of the
effective date of the Plan, that is not less than the amount that
the Holder would recover if the debtor were liquidated under
Chapter 7 of the Bankruptcy Code.

For purposes of the Best Interest Test, to determine the amount
of liquidation value available to creditors, the Debtors will
submit a a liquidation analysis, which they prepared with the
assistance of their financial advisor, Alvarez & Marsal North
America, LLC.

                   Disclosure Statement Hearing

As reported by the Troubled Company Reporter on March 26, the
Debtors asked the Court to schedule the Disclosure Statement
Hearing to take place by April 30, 2008, or on another date that
is convenient for the Court but in no event later than May 2,
2008.  The Debtors further asked the Court to set April 25, 2008,
at 5:00 p.m., prevailing Eastern time, as the deadline for
objecting to the Disclosure Statement.

                      Confirmation Hearing

The Debtors asked the Court to schedule the Confirmation Hearing
to commence on June 25, 2008, or on another date that is
convenient for the Court, but not later than July 2, 2008.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated    
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  (Ziff Davis Bankruptcy News, Issue No. 5, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor   
215/945-7000)


ZIFF DAVIS: Classification and Treatment of Claims Under the Plan
-----------------------------------------------------------------
The Joint Chapter 11 Plan of Reorganization filed by Ziff
Davis Media, Inc. and its debtor-affiliates provide for the
classification and treatment of claims against and interests in
the Debtors' estates:

                           Estimated  Estimated
Class Description           Amount   Recovery   Treatment
----- ------------          ------   --------   ---------
N/A   Administrative           N/A     100%     Paid in full
       Claims                        (Unimpared)           
        
N/A   Priority Tax       Less than     100%     Paid in full
       Claims              $100,000  (Unimpared)                 
     
  1    Miscellaneous      Less than     100%     Paid in full,
       Secured Claims      $100,000  (Unimpared) When allowed

  2    Miscellaneous      Less than     100%     Paid in full,
       Priority Claim      $100,000  (Unimpared) when allowed

  3    Subsidiary               N/A     100%     No distribution
       Interest                      (Unimpared) but will retain
                                                 interest

  4    Senior Secured  $242,000,000     N/A      pro rata share
       Note Claims and               (Impaired)  of the New
       MHR Note Claims                           Senior Secured
                                                 Notes, Cash
                                                 88.8% of the
                                                 New  Ziff
                                                 Davis Holdings
                                                 Common Stock,
                                                 and the
                                                 Indemnity Escrow
        
   5    Subordinate     $188,000,000     N/A     a pro rata
        Note Claims                  (Impaired)  share of
        & Stub Note                              11.2% of the  
                                                 New Ziff
                                                 Davis Holdings
                                                 Common Stock

   6    Gen. Unsecured   $12,500,000       5%    a pro rata  
        Claims                       (Impaired)  share of
                                                 $500,000

   7    Convenience Class   $500,000     100%    Paid in full,
        Claims                        (Impaired) when allowed.
   
   8    Old Ziff Davis           N/A       0%    No distribution
        Holdings Common               (Impaired) and 0 recovery.
        Stock and Interest

In accordance with Section 1126(f) of the Bankruptcy Code, the
holders of Class 1 Claims, Class 2 Claims, and Class 3 Interests
are conclusively presumed to have accepted the Reorganization
Plan and are not entitled to vote to accept or reject the Plan.

The holders of Class 4 Claims, Class 5 Claims, Class 6 Claims,
and Class 7 Claims are entitled to vote to accept or reject the
Plan.

The Holders of Class 8 Interests will receive no distribution on
account of their Interests.  Moreover, pursuant to Section
1126(g) of the Bankruptcy Code, these interest holders are
conclusively presumed to have rejected the Plan and are not
entitled to vote to accept or reject the Plan.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated    
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  (Ziff Davis Bankruptcy News, Issue No. 5, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor   
215/945-7000)


ZIPCO INT'L: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Zipco International Products Co., Inc.
        6208 SH 42 North
        Kilgore, TX 75663

Bankruptcy Case No.: 08-60258

Type of Business: The Debtor provides oil field supplies for rent.

Chapter 11 Petition Date: March 26, 2008

Court: Eastern District of Texas (Tyler)

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       taxes                 $800,000
Special Procedures RM 9A20
1100 Commerce St., 5024 DAL
Dallas, TX 75242

Comptroller                                          $243,376
117 East 17th Street
Austin, TX 78701

Green Rock                                           $238,246
P.O. Box 636
Alto, TX

Dakota Utility Contractors,                          $228,654
Inc.

Holt Cat                                             $225,568

More Texas Properties, LLC                           $115,062

First Mercury Insurance Co.                          $78,010

Allied Insurance                                     $77,556

Brett Construction Co.                               $75,288

Challenger Drilling, Inc.                            $66,300

W.E. Sword                                           $65,975

Fluid Disposal, Inc.                                 $64,142

Challenger Services                                  $55,649

Petrotek                                             $53,483

Credit Union Services, Inc.                          $52,380

Crushers of Texas, LLC                               $51,795

Geonix                                               $47,745

Euless                                               $39,150

Recs                                                 $36,512

2120 West End Avenue                                 $33,917


* Moody's Downgrades Ratings on 81 Tranches From Various Issuers
----------------------------------------------------------------
Moody's Investors Service downgraded 81 tranches from 17 deals
sold by various issuers in 2004 and 2005.  The actions are based
on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
expected losses.  The transactions are backed by primarily first
lien adjustable subprime mortgage loans originated by New Century
Mortgage Corporation.

The certificates have been downgraded based upon recent and
expected pool losses and the resulting erosion of credit support.   
Moreover, increasing delinquencies along with step-down, or the
possibility thereof, are likely to cause further erosion of credit
enhancement levels.

Complete rating actions are:

Issuer: Asset Backed Securities Corporation Home Equity Loan Tr
2004-HE8

  -- Cl. M4, Downgraded to Baa3 from Baa1
  -- Cl. M5, Downgraded to Ba2 from Baa2
  -- Cl. M6, Downgraded to B2 from Baa3
  -- Cl. M7, Downgraded to Ca from Ba1

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2004-HE7

  -- Cl. M9, Downgraded to Caa2 from Ba3

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2005-HE2

  -- Cl. M4, Downgraded to Baa1 from A3
  -- Cl. M5, Downgraded to Baa3 from Baa1
  -- Cl. M6, Downgraded to Ba1 from Baa2
  -- Cl. M7, Downgraded to Ba3 from Baa3
  -- Cl. M8, Downgraded to B3 from Ba1

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2005-HE4

  -- Cl. M6, Downgraded to Baa2 from A3
  -- Cl. M7, Downgraded to Baa3 from Baa1
  -- Cl. M8, Downgraded to Ba1 from Baa2
  -- Cl. M9, Downgraded to Ba3 from Baa3
  -- Cl. M10, Downgraded to B1 from Ba1
  -- Cl. M11, Downgraded to Caa2 from Ba2

Issuer: Carrington Mortgage Loan Trust, Series 2005-NC1

  -- Cl. M-6, Downgraded to Baa3 from Baa1
  -- Cl. M-7, Downgraded to Ba2 from Baa2
  -- Cl. M-8, Downgraded to B2 from Baa3
  -- Cl. M-9, Downgraded to Caa2 from Ba1

Issuer: Carrington Mortgage Loan Trust, Series 2005-NC2

  -- Cl. M-7, Downgraded to Ba1 from Baa2
  -- Cl. M-8, Downgraded to Ba2 from Baa3
  -- Cl. M-9, Downgraded to B1 from Ba1

Issuer: Carrington Mortgage Loan Trust, Series 2005-NC3

  -- Cl. M-7, Downgraded to Ba1 from Baa2
  -- Cl. M-8, Downgraded to Ba3 from Baa3
  -- Cl. M-9, Downgraded to B3 from Ba1

Issuer: GSAMP Trust 2005-NC1

  -- Cl. B-2, Downgraded to Baa3 from Baa1
  -- Cl. B-3, Downgraded to Ba1 from Baa2
  -- Cl. B-4, Downgraded to Ba3 from Baa3

Issuer: MASTR Asset Backed Securities Trust 2005-NC1

  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to Ba1 from Baa1
  -- Cl. M-8, Downgraded to Ba2 from Baa2
  -- Cl. M-9, Downgraded to B1 from Baa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-HE1

  -- Cl. M-4, Downgraded to A3 from A1
  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. B-1, Downgraded to Baa3 from Baa1
  -- Cl. B-2, Downgraded to Ba2 from Baa2
  -- Cl. B-3, Downgraded to B1 from Baa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-NC1

  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. B-1, Downgraded to Baa3 from Baa1
  -- Cl. B-2, Downgraded to Ba2 from Baa2
  -- Cl. B-3, Downgraded to B1 from Baa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-NC2

  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa3 from A3
  -- Cl. B-1, Downgraded to Ba1 from Baa1
  -- Cl. B-2, Downgraded to Ba3 from Baa2
  -- Cl. B-3, Downgraded to B2 from Baa3

Issuer: New Century Home Equity Loan Trust 2005-3

  -- Cl. M-4, Downgraded to A3 from A1
  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to Ba2 from Baa1
  -- Cl. M-8, Downgraded to Ba3 from Baa2
  -- Cl. M-9, Downgraded to Caa1 from Baa3

Issuer: New Century Home Equity Loan Trust, Series 2004-4

  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa3 from A2
  -- Cl. M-6, Downgraded to Ba2 from A3
  -- Cl. M-7, Downgraded to B1 from Baa1
  -- Cl. M-8, Downgraded to Caa2 from Baa2
  -- Cl. M-9, Downgraded to Caa3 from Baa3

Issuer: New Century Home Equity Loan Trust, Series 2005-1

  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Baa3 from A3
  -- Cl. M-7, Downgraded to Ba3 from Baa1
  -- Cl. M-8, Downgraded to B2 from Baa2
  -- Cl. M-9, Downgraded to Caa2 from Baa3

Issuer: New Century Home Equity Loan Trust, Series 2005-2

  -- Cl. M-2, Downgraded to Aa3 from Aa2
  -- Cl. M-3, Downgraded to A2 from Aa3
  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Ba1 from A3
  -- Cl. M-7, Downgraded to B1 from Baa1
  -- Cl. M-8, Downgraded to Caa1 from Baa2
  -- Cl. M-9, Downgraded to Caa3 from Baa3

Issuer: Securitized Asset Backed Receivables LLC Trust 2004-NC3

  -- Cl. M-2, Downgraded to Baa3 from A2
  -- Cl. M-3, Downgraded to Ba2 from A3
  -- Cl. B-1, Downgraded to Caa2 from Baa1
  -- Cl. B-2, Downgraded to Ca from Baa2
  -- Cl. B-3, Downgraded to Ca from Baa3
  -- Cl. B-4, Downgraded to C from Ba1


* Moody's Proposes Specific Enhancements for RMBS Securitization
----------------------------------------------------------------
Moody's Investors Service proposed five specific enhancements to
the securitization process for U.S. residential mortgage backed
securities designed to improve transparency, data integrity and
accountability.

The specific enhancements are stronger representations and
warranties, independent third-party pre-securitization review of
underlying mortgage loans, standardized post-securitization
forensic review, expanded loan-level data reporting of initial
mortgage pool and ongoing loan performance, and more comprehensive
originator assessments.

Based on Moody's assessment of factors that have lead to recent
underperformance of Subprime and Alt A mortgage securitizations,
Moody's believes that implementation of these enhancements will
materially improve performance of future mortgage securitizations.

These proposals follow the more general enhancements Moody's
proposed on September 25, 2007.  Feedback from market participants
indicated that they generally agreed with the September
recommendations, and that they should be applied to prime as well
as non-prime securitizations.

Moody's continues its active, ongoing dialogue with a broad
spectrum of RMBS securitization participants on steps for
improving transparency in the residential mortgage market.


* S&P Downgrades Ratings on 110 Synthetic CDO Transactions
----------------------------------------------------------
Standard & Poor's Ratings Services took these rating actions on
various U.S. synthetic collateralized debt obligation
transactions:

  -- S&P lowered 110 ratings, 17 of which remain on CreditWatch
     with negative implications;

  -- Withdrew four ratings after the notes were redeemed; and

  -- Affirmed 10 ratings and removed them from CreditWatch
     negative.

S&P reviewed the ratings on all of the classes that S&P had
previously placed on CreditWatch negative to determine the
appropriate rating action.  If the synthetic rated
overcollateralization ratio was lower than 100% at the current
date and at a 90-day-forward projected date, S&P lowered the
rating on the tranche.  If the SROC ratio was lower than 100% at
the current date at the lower rating level and above 100% at a 90-
day-forward projected date, S&P lowered the rating on the tranche
and left it on CreditWatch negative.  If the SROC ratio was above
100% at the current rating level, we affirmed the rating.

                         Ratings List

                       Abacus 2004-2 Ltd.

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    B                        A+                  AA-/Watch Neg
    D                        BBB-                BBB/Watch Neg

                       Abacus 2005-2 Ltd.

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    A-1                      AA                  AAA/Watch Neg
    A-2                      A                   AA/Watch Neg
    A-3                      BBB+                AA/Watch Neg
    B                        BBB-                A-/Watch Neg
    C                        BB+                 BBB/Watch Neg
    D                        BB                  BBB-/Watch Neg

                       Abacus 2005-3 Ltd.

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    B                        AA+                 AAA/Watch Neg
    B-Series 2               AA+                 AAA/Watch Neg

                       Abacus 2006-12 Ltd.

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    A-2                      BB                  BB+/Watch Neg

                       Abacus 2006-8 Ltd.

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    A-1                      AA+                 AA+/Watch Neg

                      ABSpoke 2005-IVA Ltd.

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    ABSpoke                  BBB+                A-/Watch Neg

                       ABSpoke 2005-X Ltd.

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    VFRN                     BBB-                BBB/Watch Neg

                    ABSpoke Portfolio I 2006-IIC

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Var notes                B                   BBB-/Watch Neg

                      ACA CDS 2006-1 Tranche C

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  A+/Watch Neg        AA-/Watch Neg

                      ACA CDS 2006-1 Tranche F

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    F                        BBB                 BBB+/Watch Neg

                      ACA CDS 2006-1B Tranche C

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    C                        A-                  AA-/Watch Neg

                         Arch One Finance Ltd.
            Arch One Finance Limited 2006-2 Pine Tree IV

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  BB                  BB+/Watch Neg

                           Arlo III Ltd.
                         2005 (Green Park)

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A                   AA/Watch Neg

                           Arlo III Ltd.
                         2005 (Hyde Park)

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A+                  AA/Watch Neg

                        Cherry Hill CDO SPC
                               2007-1

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A+                  AA/Watch Neg

                        Cherry Hill CDO SPC
                               2007-2

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A+                  AA/Watch Neg

                            Claris III Ltd.
                  Claris III Limited Series 11/2007

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    11/2007                  AA                  AA+/Watch Neg

                      Corsair (Jersey) No.4 Ltd.
                               Series 13

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    AA                  AA+/Watch Neg

                 Credit and Repackaged Securities Ltd.
                            2006-12

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BB+                 BBB-/Watch Neg

              Credit and Repackaged Securities Ltd.
                            2007-18

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A-                  A/Watch Neg

                 Calyon Finance (Guernsey) Ltd.
SEK 117,000,000 Hybrid Equity and Credit Linked Notes due May 2012

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB-                BBB/Watch Neg

                      Credit Default Swap
     Morgan Stanley Capital Services Inc. - ESP Funding I Ltd.

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Swap                     CCC-srp             AA+srp/Watch Neg

                      Credit Default Swap
        Swap Risk Rating - Portfolio CDS Reference # 5075836

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  AA+srp/Watch Neg    AAAsrp/Watch Neg

                      Credit Default Swap
        Swap Risk Rating - Portfolio CDS Reference # 5076118

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  AA+srp/Watch Neg    AAAsrp/Watch Neg

                      Credit Default Swap
        Swap Risk Rating Portfolio - CDS Reference #C1304925M

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Swap                     BBB-srp             Asrp/Watch Neg

                      Credit Default Swap
        Swap Risk Rating Portfolio - CDS Reference #C1315268M

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Swap                     BBBsrp              AAsrp/Watch Neg

                      Credit Default Swap
        Swap Risk Rating Portfolio - CDS Reference #C1355189M

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Swap                     Asrp                AAAsrp/Watch Neg

                      Credit Default Swap
        The Bank of Nova Scotia - Script Securitisation Limited

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  BBBsrp              BBB+srp/Watch Neg

                      Credit Default Swap
               The Bank of Nova Scotia - STIGA plc

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Borealis STIGA           NR                  AAAsrb

                      Credit Default Swap
               The Bank of Nova Scotia - STIGA plc

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    STIGA 1                  NR                  AAAsrb

                      Credit Default Swap
               The Bank of Nova Scotia - STIGA plc

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    STIGA 2                  NR                  AAAsrb

                 Credit Linked Notes Ltd. 2005-1

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB+                A-/Watch Neg

                          Eirles Two Ltd.

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Series 243               BBB                 BBB+/Watch Neg
    Series 247               BBB                 BBB+/Watch Neg

      Gloucester SPC, acting for the account of Cheyenne
2007-I                                                                  
                        Segregated Portfolio

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    A                        B                   BB+/Watch Neg

                          Infiniti SPC Ltd.
                        CPORTS Series 2006-2

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    B-1                      BBB-                BBB/Watch Neg
    B-2                      BBB-                BBB/Watch Neg

                              Ixion PLC
                              Series 21

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    CCC-                AAA/Watch Neg

                              Ixion PLC
                              Series 22

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    CCC-                AA+/Watch Neg

                Kiawah (New York) Trust Series 2007-1

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A/Watch Neg         AA-/Watch Neg

                    Lorally CDO Ltd. Series 2006-1

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche B                BBB                 BBB+/Watch Neg

                       Magnolia Finance II PLC
                                2006-5B

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    B                        AA-                 AA/Watch Neg

                      Momentum CDO (Europe) Ltd.
                              2007-2 Trio

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    2007-2                   BBB/Watch Neg       BBB+/Watch Neg

                        Morgan Stanley ACES SPC
                                 2006-15

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    IIA                      A+/Watch Neg        AA-/Watch Neg
    IIB                      A+/Watch Neg        AA-/Watch Neg

                        Morgan Stanley ACES SPC
                                 2006-2

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Secd Notes               BBB                 A/Watch Neg

                        Morgan Stanley ACES SPC
                                 2006-21

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    IIA                      A-                  A/Watch Neg

                        Morgan Stanley ACES SPC
                                 2006-22

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    II                       BBB+                A-/Watch Neg

                        Morgan Stanley ACES SPC
                                 2006-27

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    A                        AA-                 AA/Watch Neg

                        Morgan Stanley ACES SPC
                                 2006-35

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    I                        AA+                 AAA/Watch Neg

                        Morgan Stanley ACES SPC
                                 2006-4

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    IA                       BBB                 BBB+/Watch Neg

                        Morgan Stanley ACES SPC
                                 2006-5

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    IA                       BBB+                A-/Watch Neg

                        Morgan Stanley ACES SPC
                                 2006-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    A                        AA+/Watch Neg       AAA/Watch Neg
    IA                       BBB+                A-/Watch Neg
    IIA                      BBB-                BBB/Watch Neg

                        Morgan Stanley ACES SPC
                                 2007-14

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    II                       AA                  AA+/Watch Neg

                        Morgan Stanley ACES SPC
                                 2007-18

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB                 BBB+/Watch Neg

                        Morgan Stanley ACES SPC
                                 2007-19

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    A                        AA                  AA+/Watch Neg

                        Morgan Stanley ACES SPC
                                 2007-2

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    AI                       AA+                 AAA/Watch Neg
    AII                      AA+                 AAA/Watch Neg
    IA                       AA+/Watch Neg       AAA/Watch Neg
    IB                       AA+/Watch Neg       AAA/Watch Neg
    IIA                      AA-                 AA/Watch Neg
    IIB                      AA-                 AA/Watch Neg
    IIC                      AA-                 AA/Watch Neg
    IID                      AA-                 AA/Watch Neg

                        Morgan Stanley ACES SPC
                                 2007-25

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    IA                       AA                  AAA/Watch Neg

                        Morgan Stanley Managed ACES SPC
                                 2006-4

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    III-A                    AA                  AA/Watch Neg
    III-B                    AA                  AA/Watch Neg

                               Oban Trust
                                 2005-2

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    A                        BBB                 BBB+/Watch Neg

                           PARCS Master Trust
                            2006-10 Caribou

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Trust Units              AAA                 AAA/Watch Neg

                          PARCS Master Trust
                          2007-16 Emory Units

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Units                    BBB                 BBB+/Watch Neg

                          PARCS Master Trust
                                 2007-18

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Trust Unit               A+                  AA/Watch Neg

                          PARCS Master Trust
                                 2007-24

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Units                    AA-/Watch Neg       AA/Watch Neg

                          PARCS Master Trust
                                 2007-3

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Trust Units              A+                  A+/Watch Neg

                          PARCS Master Trust
                                 2007-4

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Trust Units              A+                  A+/Watch Neg

                          PARCS Master Trust
                                 2007-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Trust Units              A+                  AA/Watch Neg

                          PARCS Master Trust
                                 2007-8

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Trust Units              A-/Watch Neg        A/Watch Neg

                        Penn's Landing CDO SPC
                                 2007-1

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    B-1                      AA-                 AA/Watch Neg
    B-2                      AA-                 AA/Watch Neg

                         Primoris SPC Ltd.
                               A1-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A                   AAA/Watch Neg

                         Primoris SPC Ltd.
                             A1-7-2

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A                   AAA/Watch Neg

                         Primoris SPC Ltd.
                               A2-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A                   AAA/Watch Neg

                         Primoris SPC Ltd.
                              A3-10-2

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A                   AAA/Watch Neg

                         Primoris SPC Ltd.
                               A3-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A                   AAA/Watch Neg

                         Primoris SPC Ltd.
                               A5-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A                   AAA/Watch Neg

                         Primoris SPC Ltd.
                               A6-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A                   AAA/Watch Neg

                         Primoris SPC Ltd.
                               B1-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB                 AA/Watch Neg

                         Primoris SPC Ltd.
                              B2-10-2

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB                 AA/Watch Neg

                         Primoris SPC Ltd.
                               B2-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB                 AA/Watch Neg

                         Primoris SPC Ltd.
                               B3-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB                 AA/Watch Neg

                         Primoris SPC Ltd.
                               C3-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                     BBB                 AA-/Watch Neg

                         Primoris SPC Ltd.
                              D1-7-2

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB-                A/Watch Neg

                         Primoris SPC Ltd.
                               D3-10

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB-                A/Watch Neg

                         Primoris SPC Ltd.
                               E3-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BBB-                A-/Watch Neg

                         Primoris SPC Ltd.
                               F1-10

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BB                  BBB/Watch Neg

                              REVE SPC
                         Dundee 2007-1 (45)

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A+                  AA/Watch Neg

                             REVE SPC
                         Dundee 2007-1 (46)

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    NR                  AA/Watch Neg

                     Rutland Rated Investments
                        Bedford 2006-1 (30)

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    A2-F                     A+                  AA-/Watch Neg

                          Solar V CDO SPC
                                2007-1

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    A                        AA                  AA/Watch Neg

  SPGS SPC, acting for the account of SRRSPOKE 2007-IB Segregated
                             Portfolio

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    I                        AA                  AA/Watch Neg

                       STARTS (Ireland) PLC
                               2007-22

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    A+/Watch Neg        AA-/Watch Neg

                     Strata Trust, Series 2006-2

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    AA-                 AA/Watch Neg
     
                     Strata Trust, Series 2007-7

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    AA-/Watch Neg       AA/Watch Neg

   TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
                               2007-13

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Certs                    AA-                 AA-/Watch Neg

    TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
                               2007-16

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    2007-16                  AA-                 AA-/Watch Neg

  TIERS Missouri Floating Rate Credit Linked Trust Series 2007-1

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Certs                    A-                  A/Watch Neg

                             Tribune Ltd.
                                  28

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Aspen061A3               BBB+                A-/Watch Neg

                             Tribune Ltd.
                                  29

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  A+/Watch Neg        AA/Watch Neg

                             Tribune Ltd.
                                  30

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  A/Watch Neg         AA-/Watch Neg

                             Tribune Ltd.
                                  31

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  BBB+                A/Watch Neg

                             Tribune Ltd.
                                  32

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  BBB+                A/Watch Neg

                             Tribune Ltd.
                                  33

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  A+/Watch Neg        AA-/Watch Neg

                             Tribune Ltd.
                                  39

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  A-                  A+/Watch Neg

                             Tribune Ltd.
                                  40

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Tranche                  BBB                 BBB+/Watch Neg

                        UBS AG (Jersey Branch)
                          STERN 2006-02-24

                                     Rating
                                     ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    BB                  BB+/Watch Neg


* S&P Lowers Ratings on 41 Tranches From Eight Cash Flows and CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 41
tranches from eight U.S. cash flow and hybrid collateralized debt
obligation transactions.  The downgraded tranches have a total
issuance amount of $3.19 billion.  The rating on one of the
downgraded tranches remains on CreditWatch with negative
implications, indicating a significant likelihood of a further
downgrade.
     
All the affected 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.
     
This CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings one or more times on 2,930 tranches from
665 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, 604 ratings from
173 transactions are currently on CreditWatch negative for the
same reasons.  In all, S&P has downgraded $297.51 billion of CDO
issuance, and its ratings on an additional $54.90 billion in
securities have not been lowered but are currently on CreditWatch
negative, indicating a high likelihood of downgrades.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                 Downgrades and CreditWatch Actions

                                          Rating
                                          ------
  Transaction             Class       To            From
  -----------             -----       --            ----
Barrington CDO Ltd.       A-1J        AA+           AAA           
Barrington CDO Ltd.       A-2         A+            AAA           
Barrington CDO Ltd.       B           BBB           AA/Watch Neg  
Barrington CDO Ltd.       C           BB+           A/Watch Neg   
Barrington CDO Ltd.       D