TCR_Public/080331.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, March 31, 2008, Vol. 12, No. 76

                             Headlines

6TH AVENUE: Moody's Junks Rating on $81 Mil. A-2 Notes From 'Aaa'
ACA ABS: Poor Credit Quality Cues Moody's Nine Ratings Downgrades
ACACIA CDO: Five Classes of 2047 Notes Get Moody's Ratings Cuts
ACE MORTGAGE: 10 Classes of Certificates Get Fitch's Junk Ratings
AEGIS MORTGAGE: 24 Classes Of Certificates Get Fitch's Junk Rating

AEGIS MORTGAGE: Court Extends Removal Period Deadline to May 12
AFFINION GROUP: Dec. 31 Balance Sheet Upside-Down by $405.5 Mil.
ALOHA AIRLINES: Ends Passenger Operations; 1,900 Workers Affected
ALOHA AIRLINES: Saltchuk Offers to Buy Cargo Division for $13M
ALERIS INT'L: To Shut Down Ohio Coil Coating Facility by Q2 2008

AMERICAN AXLE: Likely to Outsource Work if Union Negotiations Fail
AMERICAN IRONHORSE: Seeks Approval of $608,733 Textron DIP Loan
AMERICAN IRONHORSE: Seeks to Employ Beirne Maynard as Counsel
ANCHOR GLASS: Houston Tax Commish Insists on Validity of Claim
ANCHOR GLASS: To Pay $189,000 to Settle Warner Robins Tax Claim

ANSWER FINANCIAL: Judge Walrath Confirms Prepackaged Ch.11 Plan
ANTONIO DELANE: Case Summary & 17 Largest Unsecured Creditors
ARCAP 2005-RR5: Class N Gets S&P's D Rating on Interest Shortfalls
ASARCO LLC: Insurers Don't Want Claim Objections Kept "Secret"
ASARCO LLC: Wants Exclusive Plan-Filing Period Extended to June 10

ASARCO LLC: Wants Mission Mine Claim Settlement Pact Approved
ASPEN INSURANCE: Promotes Affiliate's CEO Julian Cusack to COO
ATMOSPHERIC GLOW: Files Chapter 11 Bankruptcy Petition in Tennesee
ATMOSPHERIC GLOW: Case Summary & 20 Largest Unsecured Creditors
AVISTAR COMMS: To Reduce 25% of U.S. and European Workforce

AVISTAR COMMS: Dec. 31 Balance Sheet Upside-Down by $9.8 Million
BCE INC: Buyout by Investor Group Gets Regulatory Commission's OK
BEAR STEARNS: Congress Demands Information on Sale to JPMorgan
BEAR STEARNS: Chairman Cayne Sells 5.6 Mil. Shares at $10.84 Each
BELLE HAVEN: Six Classes of 2046 Notes Get Moody's Ratings Cuts

BERNOULLI HIGH: Moody's Junks Rating on $56 Mil. Notes From 'Aa2'
BFC GENESEE: Declining Credit Quality Prompts Moody's Rating Cuts
BIONICHE LIFE: Repays $1.75MM of Revolving Secured Credit Facility
BUFFETS HOLDINGS: Wants to Pay Tahoe Joe's President Sale Bonus
BUFFETS HOLDINGS: Court Approves Cananwill Insurance Agreement

BUFFETS HOLDINGS: Court Approves J.H. Chapman as Financial Advisor
BUFFETS HOLDINGS: Court OKs Pachulski Stang as Panel's Co-Counsel
BLUE WATER: Creditors Committee Wants Cases Converted to Ch. 7
BLUE WATER: Balks at CIT Demand for Adequate Protection Payments
BLUE WATER: Gets OK to Hire Huron as Financial Consultants

CAIRN MEZZ IV: Moody's Slashes Ratings on Six 2047 Note Classes
CAIRN MEZZ I: Six Classes of 2046 Notes Get Moody's Rating Cuts
CALDECOTT CDO: Declining Credit Quality Spurs Moody's Rating Cuts
CARDIMA INC: Board Appoints CEO Robert Cheney as Acting CFO
CASA DE CAMBIO: Sues Wachovia to Disgorge $40MM Preference Payment

CELL THERAPEUTICS: Dec. 31 Balance Sheet Upside-Down by $134.1 MM
CHAMPION ENTERPRISES: Posts $6MM Net Loss in Quarter Ended Dec. 29
CHESAPEAKE ENERGY: $950MM Share Offering Won't Affect S&P's Rating
CHEVY CHASE: Moody's Junks Individual Ratings From 'B/C'
CHURCH MORTGAGE: Case Summary & 20 Largest Unsecured Creditors

CLEAR CHANNEL: To Defer Q1 Dividend Due to Delay in Merger
CLEAR CHANNEL: Trial Regarding Financing of Merger Set April 8
CLEAR CHANNEL: Moody's Maintains Rating Review Pending Acquisition
COLLEZIONE EUROPA: Organizational Meeting Set Today to Form Panel
CONGOLEUM CORP: Gets $3 Mil. Settlement from Protective National

CONNORS BROS: S&P Puts 'B+' Ratings on Negative CreditWatch
CONSONA ERP: S&P Changes Outlook to Negative; Retains 'B-' Rating
CREATIVE GROUP: Case Summary & 21 Largest Unsecured Creditors
CREDIT SUISSE: Moody's Maintains Low-B Ratings on Three Classes
CROSS ATLANTIC: Wants to Hire Angstman Johnson as Attorney

CROWN PLAZA: Wants to Employ SulmeyerKupetz as General Counsel
DANA VILLAS: Gets Interim OK to Use of Lender's Cash Collateral
DAVIS SQUARE: Moody's Downgrades Ratings on Four Classes of Notes
DELTA AIR: May Merge with Northwest Without Pilot Support
DELTA PETROLEUM: Posts $149.3 Million Net Loss in Year 2007

DELTA PETROLEUM: Inks Deal to Develop Portion of Piceance Basin
DKI CONSTRUCTION: Case Summary & 17 Largest Unsecured Creditors
DUST & DIRT: Case Summary & Two Largest Unsecured Creditors
DYER MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors
ENER1 INC: Shareholder Converts $12 Million Notes to Common Stock

ESP FUNDING: Moody's Junks Rating on $27 Mil. A-4 Notes From 'Aa2'
ESTYLE INC: Court Approves Use of Wachovia's Cash Collateral
E*TRADE ABS: Six Classes of Notes Get Moody's Rating Downgrades
ETHANEX ENERGY: Files for Chapter 7 Liquidation in Kansas Court
EURONET WORLDWIDE: S&P Confirms 'BB' Long-term Counterparty Rating

EXAERIS INC: Lender Opposes Approval of Disclosure Statement
F.F. KIRKMAN: Involuntary Chapter 11 Case Summary
FINISAR CORP: Inks Deal to Increase Line of Credit to $70 Million
FLOWSERVE CORP: S&P Changes Outlook to Positive; Holds BB- Rating
FREMONT GENERAL: Gets FDIC Directive to Recapitalize Bank Unit

FREMONT GENERAL: Sells Mortgage Servicing Rights to Carrington
FREMONT GENERAL: Fitch Junks Rating on Six Classes of Certs.
FRESENIUS MEDICAL: Earns $197 Million in Fourth Quarter of 2007
FTS GROUP: Buys Value Added Reseller Business of OTG for $4MM
GALAXY ENERGY: Section 341(a) Meeting Scheduled for April 23

GALAXY ENERGY: Wants to Employ Jessop & Co. as Counsel
GALAXY ENERGY: Wants to Hire Welborn Sullivan as Special Counsel
GE MORTGAGE: 11 Classes of Certificates Get Fitch's Junk Ratings
GEMSTONE CDO IV: Poor Credit Quality Spurs Moody's Rating Cuts
GEMSTONE CDO VI: Weak Credit Quality Prompts Moody's Rating Cuts

GEMSTONE CDO VII: 8 Classes of 2045 Notes Get Moody's Ratings Cuts
GENERAL MOTORS: Ceases Production at Detroit-Hamtramck Plant Today
GEOEYE INC: S&P Holds 'B-' Issuer-Level Rating on $250MM Notes
GLACIER FUNDING IV: Moody's Downgrades Ratings on Five Classes
GLACIER FUNDING V: Moody's Junks Rating on $20.5 Mil. Notes

GRAND AVENUE II: Moody's Cuts Note Ratings on Poor Credit Quality
GRAND AVENUE I: Eight Classes Acquire Moody's Rating Downgrades
GSAMP TRUST: Moody's Downgrades Four Tranches' Ratings to Low-B
GSC ABS: Moody's Cuts Note Ratings on Weakened Credit Quality
G'S HARDWARE: Case Summary & 17 Largest Unsecured Creditors

HALCYON SECURITIZED II: Moody's Cuts Ratings on Eight Note Classes
HALCYON SECURITIZED I: Moody's Pares Ratings on Six Note Classes
HAVEN HEALTHCARE: May Retain Kittell Branagan as Vermont Auditors
HG-COLL 2007-1: Weakened Credit Quality Spurs Moody's Rating Cuts
HOMELAND SECURITY: Buys Safety & Ecology for $20 Million

HOMELAND SECURITY: Board Appoints C. Leichtweis as President
HOOP HOLDINGS: Organizational Meeting Set April 3 to Form Panel
HUDSON HIGH: Moody's Downgrades Ratings on Six Classes of Notes
HUGHES NETWORK: Moody's Confirms 'B1' Ratings With Stable Outlook
IAC/INTERACTIVECORP: Judge Lamb Favors Spin-Off Plan

IAC/INTERACTIVECORP: Must Heed Fiduciary Duties, Liberty Says
INSIGHT MIDWEST: S&P Chips Bank Loan Rating to 'B+' From 'BB-'
INTEREP NATIONAL: Case Summary & 30 Largest Unsecured Creditors
INTERNATIONAL AIRLINE: Voluntary Chapter 11 Case Summary
INTERNATIONAL RECTIFIER: NYSE Grants 3-Month Listing Extension  

IPSWICH STREET: Moody's Slashes Ratings on Six Classes of Notes
ISCHUS SYNTHETIC: Moody's Downgrades Ratings on Seven Note Classes
ITRON INC: Posts $16 Million Net Loss in Quarter Ended December 31
IVY LANE: Moody's Cuts 2014 Notes' Ratings on Poor Credit Quality
JACK IN THE BOX: Earns $36.5 Million in Quarter Ended January 20

KAVIR DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors
KENT FUNDING: Moody's Downgrades Ratings on Six Classes of Notes
KIA MARTIN: Case Summary & Four Largest Unsecured Creditors
KLEROS PREFERRED VIII: Moody's Reviews Ratings on Seven Classes
KLEROS CDO I: Poor Credit Quality Prompts Moody's Rating Cuts

KLEROS CDO II: Six Classes of Notes Get Moody's Rating Downgrades
KLEROS CDO IV: Eroding Credit Quality Prompts Moody's Rating Cuts
KNOLLWOOD CDO: Moody's Downgrades Ratings on Seven Note Classes
LAWGIX INT'L: Case Summary & 20 Largest Unsecured Creditors
LEVITT AND SONS: BofA Opposes Omnibus Motions to Reject Contracts

LEVITT AND SONS: Wachovia Opposes Reconsideration Plea on DIP Loan
LEVITT AND SONS: Wachovia Wants Agents to Return Unpaid Deposits
LIBERTY MEDIA: Court Rejects Objections to IAC's Spin-Off Plan
LIBERTY MEDIA: Disappointed with Court's Ruling Favoring IAC
LIBERTY MEDIA: Extends Redemption of Debentures to April 2013

LIBRA CDO: Moody's Junks Rating on $90 Mil. C Notes From 'Baa3'
LINCOLN AVENUE: Five Classes of 2046 Notes Get Moody's Rating Cuts
LIONEL LLC: Judge Lifland Confirms Restructuring Plan
LITTLE TRAVERSE: Compact Fee Payments Won't Affect Moody's Ratings
LOS ROBLES: Moody's Reviews 'Ba2' Rating on $30.75 Million Notes

MAGNOLIA II 2006-5: Moody's Reviews 'Ba1' Rating For Possible Cut
MANIS LUMBER: Can Hire Carl Marks as Financial & Mgmt Consultant
MAXIM HIGH: Declining Credit Quality Cues Moody's Rating Reviews
MERCURY CDO: Five Classes of 2048 Notes Get Moody's Rating Cuts
MERRILL LYNCH: Moody's Junks Rating on Class B-5 From 'Ba2'

MIDORI CDO: Seven Classes of Notes Get Moody's Rating Downgrades
MIDWAY AIRLINES: Former Workers Entitled to Get $85 in Back-Pay
MONEYGRAM INT'L: S&P Holds 'B+' Rating on Recapitalization Closing
MOVIE GALLERY: Landlords, et al., Object to Plan Confirmation
MTR GAMING: Recent Events Won't Affect S&P's B+ Rating or Outlook

NASSAU CDO: Deteriorating Credit Quality Spurs Moody's Rating Cuts
NATIONAL RV INC: Panel May Employ Xroads as Financial Advisors
NEPTUNE CDO: Moody's Downgrades Ratings on Five Classes of Notes
NORTH AMERICAN TECH: Rod Wallace Promoted to President and CEO
NORTHWEST AIRLINES: May Merge with Delta Without Pilot Support

NOVASTAR FINANCIAL: Gets Breather From Wachovia Until April 30
OCTANS I: Moody's Downgrades Ratings on Nine Classes of 2041 Notes
OCTANS II: Eight Classes of Notes Obtain Moody's Rating Downgrades
ON THE GO: Sells Value-Added Reseller Biz to FTS Group for $4MM
OPTION ONE: Moody's Junks Ratings on Four Classes of Certificates

OSYKA CORPORATION: Gets Initial Approval to Access Cash Collateral
PACIFIC LUMBER: Eureka Chamber of Commerce Supports Marathon Plan
PACIFIC LUMBER: Asks Court to Approve Log Repayment Agreement
PACIFIC LUMBER: Seeks Protective Order from State Agencies
PEP BOYS: Incurs $41,039,000 Net Loss in Fiscal Year 2007

PHOENIX NEVADA: Voluntary Chapter 11 Case Summary
PLETTENBERG BAY: Seven Classes of Notes Obtain Moody's Rating Cuts
PREMIER FOODS: Case Summary & 19 Largest Unsecured Creditors
PRESTIGE BRAND: Moody's Cuts Speculative Liquidity Rating to SGL-3
PROPEX INC: Court Approves Sale of Dalton Property in Georgia

PROPEX INC: Wants to Implement Employee Incentive Plan
PROPEX INC: Court Approves Navigant Capital as Financial Advisor
QUICK SERVICE: Wants to Access GE Capital's Cash Collateral
RAFFLES PLACE: Five Classes of Notes Get Moody's Rating Downgrades
RAMP 2005-RS4: Four Classes of Certs. Get Fitch's Junk Rating

REALOGY CORP: Low EBITDA Prompts S&P Outlook Revision to Negative
ROBECO HIGH: Poor Credit Quality Cues Moody's Seven Rating Cuts
ROCKVILLE CDO: Moody's Cuts Ratings on Seven Classes of 2048 Notes
ROYALTY PHARMA: S&P Upgrades Corporate Credit Rating From 'BB+'
SARM 2004-8: Fitch Junks Rating on Class B-4 and Class B-5 Certs.

SECURITY CAPITAL: Fitch Holds Bonds' Neg. Watch on Arm's BB Rating
SHAPES/ARCH HOLDINGS: Files Chapter 11 Plan in New Jersey
SHAPES/ARCH HOLDINGS: Obtains Access to $85 Million DIP Financing
SHAPES/ARCH: Organizational Meeting Today to Form Committees
SHEARSON FINANCIAL: Picks Harry R. Kraatz as Restructuring Officer

SHORES OF PANAMA: Wants to Employ John Venn as Bankruptcy Counsel
SIMPSON FARM: Taps McNamee Hosea as Bankruptcy Counsel
SIMPSON FARM: Files Schedules of Assets and Liabilities
SMARTIRE SYSTEMS: January 31 Balance Sheet Upside-Down by $31MM
SOUTH COAST VIII: Moody's Cuts Ratings on Seven Classes of Notes

SPRINGDALE CDO: Moody's Slashes Ratings on Three Classes of Notes
STEEL DYNAMICS: Moody's Puts 'Ba2' Rating to $300 Mil. Senior Debt
STEEL DYNAMICS: S&P Puts 'BB+' Rating on Proposed $300 Mil. Notes
TABS 2005-4: Worse Credit Quality Prompts Moody's Rating Reviews
TALLSHIPS FUNDING: Eroding Credit Quality Cues Moody's Rating Cuts

TAYLOR CAPITAL: Paying $0.10 per Share Cash Dividend on April 10
TAZLINA FUNDING: Seven Classes of Notes Obtain Moody's Rating Cuts
THORNBURG MORTGAGE: Has Until Today to Raise $948,000,000
TOLL BROTHERS: Moody's Reviews All Ratings for Possible Downgrade
TOURMALINE CDO: Moody's Downgrades Ratings on 12 2052 Note Classes

TOWERS OF CHANNELSIDE: Taps Forizs & Dogali as Counsel
TREMONIA CDO: Moody's Downgrades Ratings on Three Classes of Notes
TRENTONWORKS LTD: USW Members Object to Ernst & Young as Trustee
UTSTARCOM INC: Losses Prompt PwC to Raise Going Concern Doubt
VERTICAL ABS 2006-1: Five Classes of Notes Get Moody's Rating Cuts

VERTICAL ABS 2006-2: Moody's Downgrades Ratings on Six Classes
VOLANS FUNDING: Seven Classes of Notes Get Moody's Junk Ratings
VYTERIS INC: Donald Farley Appointed as Interim Executive Chairman
WEST TRADE I: Moody's Downgrades Ratings on Six Classes of Notes
WEST TRADE II: Nine Classes of Notes Get Moody's Rating Downgrades

WEST TRADE III: Weak Credit Quality Cues Moody's Seven Rating Cuts
WJ LANG: Voluntary Chapter 11 Case Summary
WOLVERINE TUBE: Closes $48.3 Million of Capital Commitments
ZAIS INVESTMENT: Moody's Downgrades Ratings on Nine Note Classes

* Fitch Reports New Corporate CDO Methodology Anticipated April 30
* Moody's Downgrades Ratings on 47 Tranches From Various Issuers
* Moody's Reports Stable to Negative Outlook on SME CLOs
* Moody's Comments on Hybrid Analysis For Real Estate Trusts
* Moody's Says Mutual Insurers' Notes May Get Equity Credit

* S&P Lowers Ratings on 44 Tranches From Nine Cash Flows and CDOs
* S&P Reports on Falling Rates Impact On Alt-A, Subprime Lenders
* S&P Downgrades Ratings on 125 Classes From 37 RMBS Transactions
* S&P Downgrades Ratings on 43 Classes From 11 RMBS Transactions
* S&P Reports Electric Utility Sector Stands on Strong Liquidity

* Attorneys Predict Additional Hiring in Next 12 Months
* Edward Lacey & Roy Humphrey Join NachmanHaysBrownstein

* BOND PRICING: For the Week of Mar. 24 - Mar. 28, 2008

                             *********

6TH AVENUE: Moody's Junks Rating on $81 Mil. A-2 Notes From 'Aaa'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
of notes issued by 6th Avenue Funding 2006-1, Ltd.  The notes
affected by this rating action are:

Class Description: $81,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $102,000,000 Class B Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $15,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2046

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

Class Description: $16,000,000 Class D Floating Rate Deferrable
Notes Due 2046

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

Class Description: $10,000,000 Class X Senior Secured Notes Due
2046

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

6th Avenue Funding 2006-1, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of RMBS securities and
CDO securities.  The transaction experienced an event of default
on Feb. 27, 2008, as reported by the Trustee, when there was a
failure of the ratio of the Net Outstanding Portfolio Collateral
Balance divided by the Aggregate Outstanding Amount of the Class A
Notes to equal or exceed 100%, as described in Section 5.01(i) of
the Indenture dated Oct. 12, 2006.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Event of Default described in
Section 5.01(i) of the Indenture occurred.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  In
this regard, Moody's has been notified by the Trustee that the
Trustee received a direction of

"Acceleration of Maturity" from the majority of the Controlling
Class.  Furthermore, the Trustee notified Moody's that the Trustee
received a direction of "Liquidation of Collateral" from the
majority of the Controlling Class.

The rating actions taken reflect the changes in expected loss
associated with certain tranches.  Losses are attributed to
diminished credit quality on the underlying portfolio.


ACA ABS: Poor Credit Quality Cues Moody's Nine Ratings Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ACA ABS 2007-3, Limited:

Class Description: $7,000,000 Class X Floating Rate Notes Due
August 2013

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

Class Description: $175,000,000 Class A-1LA Floating Rate Notes
Due May 2047

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

Class Description: $96,000,000 Class A-1LB Floating Rate Notes Due
May 2047

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

Additionally, Moody's downgraded these notes:

Class Description: $27,000,000 Class A-2L Floating Rate Notes Due
May 2047

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

Class Description: $6,000,000 Class A-3L Floating Rate Notes Due
May 2047

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

Class Description: $7,000,000 Class A-4L Floating Rate Notes Due
May 2047

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

Class Description: $6,000,000 Class A-5L Floating Rate Notes Due
May 2047

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

Class Description: $5,500,000 Class B-1L Floating Rate Notes Due
May 2047

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

Class Description: $5,000,000 Class B-2L Floating Rate Notes Due
May 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.


ACACIA CDO: Five Classes of 2047 Notes Get Moody's Ratings Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Acacia CDO 11, Ltd.:

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

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

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

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

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

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

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

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

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

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

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


ACE MORTGAGE: 10 Classes of Certificates Get Fitch's Junk Ratings
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Ace mortgage pass-
through certificates.  Affirmations total $330.4 million and
downgrades total $357.6 million.  Additionally, $81.3 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratio for each class are included with the rating
actions:

Ace 2005-HE6 Total

  -- $113.6 million class A-1 affirmed at 'AAA',
     (BL: 71.96, LCR: 2.02);

  -- $35.5 million class A-2B affirmed at 'AAA',
     (BL: 97.86, LCR: 2.75);

  -- $104.2 million class A-2C affirmed at 'AAA',
     (BL: 77.31, LCR: 2.17);

  -- $81.3 million class A-2D rated 'AAA', placed on Rating Watch
     Negative (BL: 64.93, LCR: 1.82);

  -- $59.8 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 55.21, LCR: 1.55);

  -- $55.2 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 47.93, LCR: 1.35);

  -- $37.3 million class M-3 downgraded to 'B' from 'A-'
     (BL: 42.66, LCR: 1.20);

  -- $26.4 million class M-4 downgraded to 'B' from 'BBB+'
     (BL: 38.80, LCR: 1.09);

  -- $27.2 million class M-5 downgraded to 'CCC' from 'BBB'
     (BL: 34.80, LCR: 0.98);

  -- $23.3 million class M-6 downgraded to 'CCC' from 'BB+'
     (BL: 31.31, LCR: 0.88);

  -- $24.1 million class M-7 downgraded to 'CCC' from 'BB'
     (BL: 27.57, LCR: 0.77);

  -- $17.9 million class M-8 downgraded to 'CC' from 'B+'
     (BL: 24.79, LCR: 0.70);

  -- $17.9 million class M-9 downgraded to 'CC' from 'B'
     (BL: 21.92, LCR: 0.62);

  -- $12.4 million class M-10 downgraded to 'CC' from 'CCC'
     (BL: 19.82, LCR: 0.56);

  -- $15.5 million class M-11 downgraded to 'C' from 'CCC'
     (BL: 17.33, LCR: 0.49);

  -- $25.6 million class B-1 downgraded to 'C' from 'CCC'
     (BL: 13.42, LCR: 0.38).

Deal Summary

--Originators: Fremont 61.3%
  -- 60+ day Delinquency: 44.77%
  -- Realized Losses to date (% of Original Balance): 2.31%
  -- Expected Remaining Losses (% of Current balance): 35.63%
  -- Cumulative Expected Losses (% of Original Balance): 18.24%

Ace 2005-RM1 TOTAL

  -- $24.2 million class M-1 affirmed at 'AA+',
     (BL: 84.03, LCR: 5.08);

  -- $20.7 million class M-2 affirmed at 'AA',
     (BL: 61.88, LCR: 3.74);

  -- $12.5 million class M-3 affirmed at 'AA-',
     (BL: 48.37, LCR: 2.92);

  -- $11.6 million class M-4 affirmed at 'A+',
     (BL: 35.18, LCR: 2.13);

  -- $8.1 million class M-5 affirmed at 'A',
     (BL: 29.25, LCR: 1.77);

  -- $3.1 million class M-6 downgraded to 'BBB' from 'A-'
     (BL: 25.92, LCR: 1.57);

  -- $2.8 million class M-7 downgraded to 'BB' from 'BBB+'
     (BL: 22.77, LCR: 1.38);

  -- $2.1 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 20.35, LCR: 1.23);

  -- $1.9 million class M-9 downgraded to 'B' from 'BBB'
     (BL: 17.98, LCR: 1.09);

  -- $1.9 million class B-1 downgraded to 'CCC' from 'BB+'
     (BL: 15.55, LCR: 0.94);

  -- $3.0 million class B-2 downgraded to 'CCC' from 'BB'
     (BL: 12.16, LCR: 0.73).

Deal Summary

  -- Originators: Resmae 100%
  -- 60+ day Delinquency: 33.99%
  -- Realized Losses to date (% of Original Balance): 1.51%
  -- Expected Remaining Losses (% of Current balance): 16.55%
  -- Cumulative Expected Losses (% of Original Balance): 4.06%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


AEGIS MORTGAGE: 24 Classes Of Certificates Get Fitch's Junk Rating
------------------------------------------------------------------
Fitch Ratings taken rating actions on three Aegis mortgage pass-
through certificates.  Affirmations total $61.7 million and
downgrades total $1.1 billion.  Additionally, $236.8 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions:

Aegis 2005-1 Total

  -- $20.5 million class IA3 affirmed at 'AAA',
     (BL: 96.51, LCR: 2.22);

  -- $14.5 million class IIA1 affirmed at 'AAA',
     (BL: 95.93, LCR: 2.20);

  -- $3.6 million class IIA2 affirmed at 'AAA',
     (BL: 94.84, LCR: 2.18);

  -- $31.5 million class M1 rated 'AA+', placed on Rating Watch
     Negative (BL: 77.81, LCR: 1.79);

  -- $29.7 million class M2 downgraded to 'A' from 'AA'
     (BL: 66.98, LCR: 1.54);

  -- $18.0 million class M3 downgraded to 'BB' from 'AA-'
     (BL: 58.94, LCR: 1.35);

  -- $16.6 million class M4 downgraded to 'B' from 'A+'
     (BL: 50.97, LCR: 1.17);

  -- $15.8 million class M5 downgraded to 'B' from 'A'
     (BL: 43.14, LCR: 0.99);

  -- $14.4 million class M6 downgraded to 'CCC' from 'BB'
     (BL: 35.90, LCR: 0.82);

  -- $11.2 million class B1 downgraded to 'CC' from 'B+'
     (BL: 30.19, LCR: 0.69);

  -- $9.9 million class B2 downgraded to 'CC' from 'B'
     (BL: 25.11, LCR: 0.58);

  -- $9.0 million class B3 downgraded to 'C' from 'CCC'
     (BL: 20.77, LCR: 0.48);

Deal Summary

  -- Originators: Aegis 100%;
  -- 60+ day Delinquency: 43.58%;
  -- Realized Losses to date (% of Original Balance): 2.59%;
  -- Expected Remaining Losses (% of Current balance): 43.57%;
  -- Cumulative Expected Losses (% of Original Balance): 12.74%.

Aegis 2005-4 Total

  -- $0.9 million class IA2 affirmed at 'AAA',
     (BL: 99.90, LCR: 2.28);

  -- $64.2 million class IA3 rated 'AAA', placed on Rating Watch
     Negative (BL: 78.30, LCR: 1.79);

  -- $42.9 million class IA4 downgraded to 'AA' from 'AAA', placed      
     on Rating Watch Negative (BL: 64.27, LCR: 1.47);

  -- $98.3 million class IIA downgraded to 'AA' from 'AAA', placed
     on Rating Watch Negative (BL: 65.29, LCR: 1.49);

  -- $40.0 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 55.02, LCR: 1.26);

  -- $37.0 million class M2 downgraded to 'B' from 'AA+'
     (BL: 46.35, LCR: 1.06);

  -- $21.5 million class M3 downgraded to 'CCC' from 'AA'
     (BL: 41.28, LCR: 0.94);

  -- $19.5 million class M4 downgraded to 'CCC' from 'AA-'
     (BL: 36.65, LCR: 0.84);

  -- $17.5 million class M5 downgraded to 'CC' from 'A'
     (BL: 32.48, LCR: 0.74);

  -- $16.5 million class M6 downgraded to 'CC' from 'BBB+'
     (BL: 28.48, LCR: 0.65);

  -- $15.0 million class B1 downgraded to 'CC' from 'BBB'
     (BL: 24.72, LCR: 0.56);

  -- $13.0 million class B2 downgraded to 'C' from 'BBB-'
     (BL: 21.43, LCR: 0.49);

  -- $11.0 million class B3 downgraded to 'C' from 'BB'
     (BL: 18.53, LCR: 0.42);

  -- $7.5 million class B4 downgraded to 'C' from 'BB-'
     (BL: 16.47, LCR: 0.38);

  -- $10.0 million class B5 downgraded to 'C' from 'CCC'
     (BL: 13.88, LCR: 0.32);

  -- $8.0 million class B6 downgraded to 'C' from 'CCC'
     (BL: 11.95, LCR: 0.27);

Deal Summary

  -- Originators: Aegis 100%;
  -- 60+ day Delinquency: 42.38%;
  -- Realized Losses to date (% of Original Balance): 3.08%;
  -- Expected Remaining Losses (% of Current balance): 43.82%;
  -- Cumulative Expected Losses (% of Original Balance): 21.83%.

Aegis 2005-5 Total

  -- $22.2 million class IA2 affirmed at 'AAA',
     (BL: 97.88, LCR: 2.42);

  -- $106.3 million class IA3 downgraded to 'AA' from 'AAA'
     (BL: 64.91, LCR: 1.61);

  -- $34.0 million class IA4 downgraded to 'A' from 'AAA'
     (BL: 56.37, LCR: 1.40);


  -- $169.8 million class IIA downgraded to 'A' from 'AAA'
     (BL: 58.07, LCR: 1.44);

  -- $47.4 million class M1 downgraded to 'B' from 'AA+'
     (BL: 48.45, LCR: 1.20);

  -- $43.2 million class M2 downgraded to 'B' from 'A-'
     (BL: 41.21, LCR: 1.02);

  -- $29.4 million class M3 downgraded to 'CCC' from 'BBB'
     (BL: 36.25, LCR: 0.90);

  -- $20.4 million class M4 downgraded to 'CCC' from 'BBB-'
     (BL: 32.77, LCR: 0.81);

  -- $21.6 million class M5 downgraded to 'CC' from 'BB'
     (BL: 29.08, LCR: 0.72);

  -- $18.0 million class M6 downgraded to 'CC' from 'BB-'
     (BL: 25.95, LCR: 0.64);

  -- $19.2 million class B1 downgraded to 'CC' from 'B'
     (BL: 22.50, LCR: 0.56);

  -- $13.8 million class B2 downgraded to 'C' from 'CCC'
     (BL: 19.99, LCR: 0.49);

  -- $13.8 million class B3 downgraded to 'C' from 'CCC'
     (BL: 17.37, LCR: 0.43);

  -- $9.0 million class B4 downgraded to 'C' from 'CCC'
     (BL: 15.59, LCR: 0.39);

  -- $12.0 million class B5 downgraded to 'C' from 'CCC'
     (BL: 13.35, LCR: 0.33);

  -- $13.2 million class B6 downgraded to 'C' from 'CCC'
     (BL: 11.07, LCR: 0.27).

Deal Summary

  -- Originators: Aegis 100%;
  -- 60+ day Delinquency: 40.77%;
  -- Realized Losses to date (% of Original Balance): 3.07%;
  -- Expected Remaining Losses (% of Current balance): 40.38%;
  -- Cumulative Expected Losses (% of Original Balance): 23.26%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


AEGIS MORTGAGE: Court Extends Removal Period Deadline to May 12
---------------------------------------------------------------
The Honorable Brendan Linehan Shannon granted the request of Aegis
Mortgage Corp. and its debtor-affiliates to extend the deadline
to file notices of removal with respect to pending civil actions,
to and including May 12, 2008.

The Debtors reserved their rights to seek further extension of
deadline to remove civil proceedings.

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington, Delaware, asserted it was prudent to seek an
extension so to protect the Debtors' right to remove the actions.

Since its Aug. 13, 2007 Petition Date, the Debtors have been
occupied with matters of immediate importance to their Chapter 11
cases, Mr. Cairns explained.  The Debtors, he said, focused on the
orderly wind down of their businesses and the sale of their
remaining assets.

"Accordingly, the Debtors have not had an opportunity to
appropriately review actions to determine whether there are any
that may need to be removed," Mr. Cairns said.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan    
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470.  The
Debtors' exclusive period to file a plan of reorganization expires
on April 9, 2008.

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


AFFINION GROUP: Dec. 31 Balance Sheet Upside-Down by $405.5 Mil.
----------------------------------------------------------------
Affinion Group Inc.'s balance sheet as of Dec. 31, 2007, showed
total assets of $1.6 billion, total liabilities of $2.0 billion,
and total stockholders' deficit of $405.5 million.  Its December
31 balance sheet also showed strained liquidity with total current
assets of $289.9 million and total current liabilities of
$535.8 million.

                       Results Highlights

Fourth Quarter

    -- Net revenues for the fourth quarter of 2007 were
       $336.6 million as compared to $336.1 million for the
       fourth quarter of 2006.

    -- The increase in net revenues was primarily attributable
       to an increase of $4.9 million for the quarter as compared
       to the fourth quarter in 2006 due to the decline in the
       impact of the non-cash reduction in purchase accounting as
       part of the Transactions.

    -- Net revenues excluding the impact of the Transactions
       decreased $4.4 million.

    -- The decrease in revenue was the result of lower sales in
       North America partially offset by higher sales in
       International.  The decline in North America was primarily
       the result of lower revenue for Membership & Insurance and
       Package products.

Full Year

    -- Net revenues for 2007 were $1,321.0 million as compared
       to $1,137.7 million for 2006.

    -- The increase in net revenues was primarily attributable
       to an increase of $184.1 million for the full year as
       compared to 2006 principally due to the decline in the
       impact of the non-cash reduction in deferred revenue
       recorded in purchase accounting as part of the
       Transactions.

    -- Net revenues excluding the impact of the Transactions
       decreased $800,000.

    -- The decrease in revenue was the result of lower sales in
       North America largely offset by higher sales in
       International.  The decline in North America was
       primarily the result of lower revenue for Membership and
       Loyalty products.

                     Selected Liquidity Data

Affinion has several debt instruments outstanding, including
senior notes, senior subordinated notes, and senior secured credit
facilities, which consist of a term loan facility and revolving
credit facility.

At Dec. 31, 2007, Affinion had $302.3 million outstanding under
its senior notes (net of discounts and premiums), $655.0 million
outstanding under its term loan facility, $351.3 million
outstanding under the senior subordinated notes (net of discount),
$38.5 million outstanding under its revolving credit facility and
$60.0 million available for borrowing under the same revolving
credit facility.  A portion of the revolving credit facility was
used to partially finance the approximately $50 million cash
acquisition of a credit card registration membership base
previously announced on Jan. 8, 2008.

In addition, at Dec. 31, 2007, Affinion had $14.2 million of
unrestricted cash on hand.

                    Voluntary Debt Prepayment

As previously announced, on Nov. 13, 2007, Affinion made a
voluntary prepayment of $25.0 million principal amount under the
term loan facility.  This was Affinion's ninth voluntary
prepayment.  Since Oct. 17, 2005, including this prepayment,
Affinion has prepaid $205.0 million, or approximately 23.8% of the
original term loan balance. Affinion does not anticipate making a
prepayment against the term loan facility in the first quarter of
2008, but the Company continues to expect additional deleveraging
will occur at Affinion Group in 2008 at a lesser rate than 2007.

                           Guidance

Affinion reaffirms its full year 2008 Adjusted EBITDA guidance of
$305 million to $315 million.

"Affinion delivered a very solid fourth quarter, concluding a
successful year in which we achieved the high end of our financial
commitments and accomplished several operational milestones which
will position us very well for accelerated growth in 2008," said
Nathaniel J. Lipman, Affinion's President and Chief Executive
Officer.  Commenting further on the results, Lipman added, "In
both the quarter and the year, our North American and
International regions increased their profits, and we continued to
see positive results from our strategy of increasing the lifetime
value of our members, as evidenced by the ongoing growth in our
net revenue per average member."

A full-text copy of the company's annual 2007 report is available
for free at http://ResearchArchives.com/t/s?29ba

                         About Affinion

Headquartered in Norwalk, Connecticut, Affinion Group Inc. --
http://www.affinion.com/-- markets value-added membership,  
insurance and package enhancement programs and services to
consumers, with over 30 years of experience.  Affinion currently
offers its programs and services worldwide through over 4,500
affinity partners.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2007,
Standard & Poor's Ratings Services revised the rating outlook on
Affinion Group Inc. to negative from developing and affirmed the
ratings, including the 'B+' corporate credit rating, on the
company.


ALOHA AIRLINES: Ends Passenger Operations; 1,900 Workers Affected
-----------------------------------------------------------------
Aloha Airlines will be shutting down its inter-island and
transpacific passenger flight operations.  Aloha's last day of
operations will be today, March 31, 2008.  Aloha will operate its
schedule with the exception of flights from Hawaii to the West
Coast and flights from Orange County to Reno and Sacramento, and
Oakland to Las Vegas.
    
Code-share partner United Airlines and other airlines are prepared
to assist and accommodate Aloha's passengers who have been
inconvenienced.  For more information on United's accommodation
options, contact United at 1-800-UNITED1 or http://www.united.com.
    
Passengers who do not wish to be re-accommodated by another
airline should contact their travel agent or credit card company
to request a refund.
    
Effective immediately, Aloha will stop selling tickets for travel
beyond March 31, 2008.
    
The shutdown of Aloha's passenger operations will affect about
1,900 employees.
   
Aloha also disclosed that its air cargo and aviation services
units will continue to operate as usual while the U.S. Bankruptcy
Court seeks bids from potential buyers.  On March 27, 2008,
Saltchuk Resources Inc., announced its intention to buy Aloha's
air cargo business.
    
"This is an incredibly dark day for Hawaii," David A. Banmiller,
Aloha's president and chief executive officer, said.  "Despite the
groundswell of support from the community and our elected
officials, we simply ran out of time to find a qualified buyer or
secure continued financing for our passenger business.  We had no
choice but to take this action."
    
"We deeply regret the impact this will have on our dedicated
employees who have made Aloha one of the best operating airlines
in the country," Mr. Banmiller added.
    
"Aloha Airlines was founded in 1946 to give Hawaii's people a
choice in inter-island air transportation," Mr. Banmiller related.  
"Unfortunately, unfair competition has succeeded in driving us out
of business, bringing to an end a 61-year-old company with a proud
legacy of serving millions of travelers in the true spirit of
Aloha."
    
"We realize that this comes as a devastating disappointment to our
frequent flyers and our loyal business partners who have supported
this company for many, many years."

                   About Aloha Airlines Inc.

Aloha Airlines Inc. -- http://www.alohaairlines.com/-- carry and  
fly passengers and freight to Hawaii's five major airports, well
as to half a dozen destinations in the western US.  They operate a
fleet of about 20 aircraft, all Boeing 737s, including three
configured as freighters.  The Debtor and its Debtor-affiliates
filed for separate Chapter 11 petitions on March 18, 2008, (Bankr.
Case D. Hawaii No.: 08-00337 thru 08-00339.)  Brian G. Rich, Esq.
Jordi Guso, Esq., Paul Steven Singerman, Esq. at Berger Singerman
PA and David C. Farmer, Esq.  The Debtors have estimated assets
and debts of $100 million to $500 million.


ALOHA AIRLINES: Saltchuk Offers to Buy Cargo Division for $13M
--------------------------------------------------------------
Seattle-based Saltchuk Resources Inc. has offered to buy Aloha
Airlines Inc. and its debtor-affiliates' cargo operations for $13
million, various reports say.

Saltchuk intends to retain as many as 300 employees in Aloha Air
Cargo, the Associated Press says.  Saltchuk, however, did not
engage Aloha in talks about taking over Aloha's passenger
business, reports the Puget Sound Business Journal.

"We believe our knowledge of Hawaii, coupled with our extensive
air cargo operations experience, positions us well to help take
Aloha Air Cargo to the next level," the Puget Journal quotes
Saltchuk President Tim Engle, as saying.  "Our goal is to ensure a
smooth transition for both our employees and our customers," he
continued.

As reported in the Troubled Company Reporter on Mar. 24, 2008,
Aloha Airgroup Inc., and its subsidiary Aloha Airlines, filed
voluntary petitions for protection under Chapter 11 in the U.S.
Bankruptcy Court for the District of Hawaii.  Aloha is continuing
to seek the Court's approval to allow the company to continue
operating.

Aloha is also seeking Court approval of a cash collateral
financing arrangement with its principal working capital lender,
General Motors Acceptance Corporation, to provide financing for
operations pending a further hearing in accordance with bankruptcy
rules.

In its filing, Aloha cited its inability to generate sufficient
revenues from its inter-island passenger business due to predatory
pricing by Mesa Air Group's go! airline.  In the competitive
inter-island market, Aloha was forced to match go!'s below-cost
fares at a time when the airline industry was facing unprecedented
increases in the cost of jet fuel.  Late last week, crude oil rose
to an all-time record high of $111 a barrel.  For Aloha that means
an annual increase of $71 million in fuel expenses.

"It is a travesty and a tragedy that the illegal actions of a
competitor and other factors completely beyond our control have
forced us to take this action," David A. Banmiller, Aloha's
president and chief executive officer, said.

                       About Aloha Airlines

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

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

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


ALERIS INT'L: To Shut Down Ohio Coil Coating Facility by Q2 2008
----------------------------------------------------------------
Aleris International Inc. will be permanently closing its Bedford,
Ohio coil coating facility.  Production will be phased out, and
the site is expected to be closed by the end of the second quarter
of 2008.

The facility employs 40 people and supplies coated aluminum coil
for building and construction, transportation, distribution and
consumer durables applications.  The closing of this facility
results in restructuring charges of approximately $4.8 million
related to severance, shutdown costs and asset impairment.

Production will be transferred to other Aleris facilities in the
United States, and Aleris will providing the same quality products
and services that customers expect.

Headquartered in Beachwood, Ohio, Aleris International Inc. (NYSE:
ARS) -- http://www.aleris.com/-- manufactures rolled aluminum   
products and offers aluminum recycling and the production of
specification alloys.  The company also manufactures value-added
zinc products that include zinc oxide, zinc dust and zinc metal.  
The company operates 42 production facilities in the United
States, Brazil, Germany, Mexico and Wales, and employs
approximately 4,200 employees.

                           *     *     *

Moody's Investor Service placed Aleris International Inc.'s long
term corporate family rating at 'B2' in November 2006.  The rating
still holds to date with a stable outlook.


AMERICAN AXLE: Likely to Outsource Work if Union Negotiations Fail
------------------------------------------------------------------
American Axle & Manufacturing Holdings Inc.'s Chief Executive
Officer Richard Dauch berated United Auto Workers union
representatives for the work stoppage that has caused a chain
reaction in the U.S. auto industry, Tom Walsh of the Detroit Free
Press reports.  The CEO added that the auto parts manufacturer may
end up outsourcing its manufacturing division if talks with the
UAW negotiations fail.

CEO Dauch said that the company has the right to outsource its
work since they have facilities all over the globe -- Mexico,
South America, Europe, and Asia, Mr. Walsh recounts.  Mr. Dauch
added that Axle will not be forced into bankruptcy.

Since the resumption of talks between Axle and UAW on March 13,
2008, as reported in the Troubled Company Reporter, the
discussions have been on and off, Mr. Walsh relates.

Axle spokeswoman Renee Rogers said letters were sent informing
workers, who were laid off before the strike, to come back to
work, The Associated Press reports.  If not, she added, these
workers could lose benefits.

As previously reported in the TCR, labor talks ceased on March 11
after a bargaining that lasted three days failed to produce
results.  Union officials weren't happy with the terms proposed by
the auto parts company.

Axle is demanding wage reductions of up to $14 an hour as well as
elimination of future retiree health care and defined benefit
pensions for active workers.  Axle, which earned $37 million on
$3.25 billion sales in 2007, wanted a deal like those UAW gave
General Motors Corp., Ford Motor Co., Chrysler LLC, and parts
makers Delphi Corp. and Dana Corp., insisting that cutting labor
costs is essential to be competitive.  The auto parts supplier is
asking the union to approve $20 to $30 hourly wage cuts from $73
per hour to $27 per hour, arguing that its original U.S. locations
incurred losses for three years.

The March 11 talks would have resolved a strike, which started
Feb. 26, 2008, of the 3,650 employees at master-contract plants in
Michigan and New York.

                     American Axle Statement

As previously reported, according to the company, it is not, and
never has been, an original equipment manufacturer.  AAM is a Tier
1, Tier 2 and Tier 3 supplier to the automotive industry.  Yet, 14
years after the company was founded, AAM continues to work under
an uncompetitive OEM-style labor agreement with the UAW.  

The company disclosed that its "all-in labor costs" at the
original U.S. locations covered by this agreement with the UAW are
approximately 300% of the market rate of its competitors in the
United States.  AAM's UAW-represented facilities currently
affected by the work stoppage are not profitable and have not been
for years.

In formal and informal discussions that have occurred for more
than two years, AAM has presented the UAW with many alternatives
to address the company's need to transition to a market
competitive labor cost structure in the United States.  

AAM has proposed to make a significant financial commitment to
fund retirement incentives, buy-outs and buy-downs to help
associates make the transition to a market competitive labor cost
structure.  This is AAM's preferred approach.  This approach would
allow AAM to continue operating at the original U.S. locations and
retain significant employment at these UAW-represented facilities.

If a market competitive labor cost structure cannot be attained at
the original U.S. locations, AAM has advised the UAW that it will
consider additional capacity rationalization initiatives.  

                     Strike Impact on Automakers

GM has about 29 facilities affected by the strike at Axle as the
supplier attempts to negotiate with the union.  GM president and
COO Frederick Henderson said GM won't meddle in the labor dispute
between AAM and the UAW.  

As reported in the TCR on March 27, 2008, the month-long work
protest of union members at Axle is taking its toll on GM,
threatening the automaker's brake part plant in Lordstown, Ohio,
which has 2,400 workers.

Chrysler LLC is temporarily closing its vehicle assembly facility
in Newark, Delaware as the strike among UAW union members at AAM  
stretches.  AAM supplies Chrysler components for the Dodge Durango
and Chrysler Aspen sport utility vehicles in Newark and two
versions of the Dodge Ram pickup made in Saltillo, Mexico.

                        About American Axle

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 27, 2007,
Moody's Investors Service affirmed American Axle & Manufacturing
Holdings, Inc.'s Corporate Family rating of Ba3 as well its
senior unsecured rating of Ba3 to American Axle & Manufacturing
Inc.'s notes and term loan.  At the same time, the rating agency
revised the rating outlook to stable from negative and renewed the
Speculative Grade Liquidity rating of SGL-1.


AMERICAN IRONHORSE: Seeks Approval of $608,733 Textron DIP Loan
---------------------------------------------------------------
American Ironhorse Motorcycle Company, Inc. seeks permission from
the U.S. Bankruptcy Court for the Northern District of Texas to
borrow up to $608,733 under a revolving credit facility with
Textron Financial Corporation.

In addition, American Ironhorse wants to tap $111,050 from the DIP
Credit Facility on an interim basis.

Vincent P. Slusher, Esq., at Beirne Maynard & Parsons L.L.P., in
Dallas, Texas, the Debtor's proposed counsel, says the interim
amount is necessary to provide the Debtor with operating capital.  
Without the immediate availability of that working capital, the
Debtor can not continue its business operations during the period
before a final hearing on the Debtor's request, Mr. Slusher
explains.

The Debtor will use the DIP loan proceeds for operations pursuant
to the terms of an approved budget, according to Mr. Slusher.

The Debtor will grant Textron security interests and liens on, and
superpriority claims against the Debtor's assets as adequate
protection.

Pursuant to the Debtor-in-Possession Loan and Security Agreement
between the parties, the DIP loan will incur interest at prime
plus 350 basis points.  Textron will be entitled to recover its
out of pocket expenses related to the transaction.

The DIP Credit Agreement includes customary and appropriate events
of default.

Payment of fees of the Debtor's professionals and any statutory
committee's professionals are included in the budget approved by
Textron.

A full-text copy of American Ironhorse's DIP Credit Agreement with
Textron is available for a fee at:

   http://www.researcharchives.com/bin/download?id=080330211413

American Ironhorse Motorcycle Company, Inc., designs,
manufactures, and markets custom v-twin 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.

On March 25, 2008, American IronHorse consented to the move by a
group of creditors to place the company under chapter 11
bankruptcy protection before the United States Bankruptcy Court
for the Northern District of Texas, Ft. Worth Division.  On the
same day, the Bankruptcy Court entered an order for relief under
Chapter 11 of the U.S. Bankruptcy Code.

Three creditors -- AG Nichlos, Jr., William E. Buford and Jim
Graham -- filed the involuntary petition against the company on
February 29, 2008. The petitioners are owed $120,000 by the
company.

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

Vincent P. Slusher, Esq., at Beirne Maynard & Parsons, LLP,
represents the Debtor.


AMERICAN IRONHORSE: Seeks to Employ Beirne Maynard as Counsel
-------------------------------------------------------------
American Ironhorse Motorcycle Company, Inc. seeks permission from
the U.S. Bankruptcy Court for the Northern District of Texas to
employ Beirne Maynard & Parsons L.L.P., as its bankruptcy counsel.

The Debtor needs Beirne Maynard's services to enable the company
to execute faithfully its duties as debtor-in-possession and to
develop, propose and consummate a chapter 11 plan.  The firm will
not render opinions regarding tax matters or securities issues.

The Debtor will pay the firm for its legal services in accordance
with the firm's customary hourly rates.  Beirne Maynard
professionals who will have primary responsibility for providing
services to the Debtor and their billing rates are:

  Vincent P. Slusher      Partner       $465 per hour
  Cynthia W. Cole         Associate     $265 per hour
  Seth Moore              Associate     $285 per hour
  Sarah Davis             Associate     $195 per hour
  Debbie Andreacchi       Paralegal     $145 per hour

Vincent P. Slusher, Esq., a partner at Beirne Maynard, attests
that his firm represents no other interests adverse to the Debtor
or its estate, and that the firm is a "disinterested person," as
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

   Vincent P. Slusher, Esq.
      vslusher@bmpllp.com
   Cynthia W. Cole
      smoore@bmpllp.com
   BEIRNE, MAYNARD & PARSONS, LLP
   1700 Pacific, Suite 4400
   Dallas, Texas 75201
   Tel: (214) 237-4300
   Fax: (214) 237-4340

American Ironhorse Motorcycle Company, Inc., designs,
manufactures, and markets custom v-twin 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.

On March 25, 2008, American IronHorse consented to the move by a
group of creditors to place the company under chapter 11
bankruptcy protection before the United States Bankruptcy Court
for the Northern District of Texas, Ft. Worth Division.  On the
same day, the Bankruptcy Court entered an order for relief under
Chapter 11 of the U.S. Bankruptcy Code.

Three creditors -- AG Nichlos, Jr., William E. Buford and Jim
Graham -- filed the involuntary petition against the company on
February 29, 2008.  The petitioners are owed $120,000 by the
company.

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


ANCHOR GLASS: Houston Tax Commish Insists on Validity of Claim
--------------------------------------------------------------
The Tax Commissioner for Houston County, Georgia, is asking the
U.S. Bankruptcy Court for the Middle District of Florida to
reconsider its order disallowing Claim No. 1582 the Tax
Commissioner filed against Anchor Glass Container Corporation.

The Tax Commissioner tells the Court that it filed the Claim for
ad valorem taxes due for 2005 for certain of Anchor Glass' real
and personal properties.  The Claim asserted a total amount of
$747,293.

Under applicable Georgia law, Houston County has a lien on Anchor
Glass' real and personal properties securing the real and
personal property taxes, Michael P. Brundage, Esq., at Jennis
Bowen & Brundage, P.L., in Tampa, Florida, asserts, citing In re
Ramsey, 342 B.R. 658 (M.D.Fla.2006).

Mr. Brundage adds that the Claim is a fully secured claim and is
not affected by Anchor Glass' Chapter 11 filing.  He also points
out that the Claim was not treated within Anchor Glass' confirmed
Plan of Reorganization, hence, the Houston County's rights remain
unimpaired.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ANCHOR GLASS: To Pay $189,000 to Settle Warner Robins Tax Claim
---------------------------------------------------------------
Anchor Glass Container Corporation has reached an agreement to
settle a tax claim asserted by the city of Warner Robins, in
Georgia.

The parties agree that Anchor Glass will pay $189,000 to Warner
Robins in satisfaction of the Tax Claim.  Warner Robins,
on the other hand, will release its lien on Anchor Glass'
property.

The U.S. Bankruptcy Court for the Middle District of Florida had
denied a request of Warner Robins for payment of $351,422 as an
administrative expense of Anchor Glass' Chapter 11 estate.  Warner
Robins' claim asserted amounts for real and personal property
taxes incurred by Anchor Glass for the year 2005.

The Court ruled that because the taxes were incurred before Anchor
Glass' August 8, 2005 Petition Date, Warner Robins' Claim
is a prepetition claim and is not entitled to administrative claim
status under Section 503(b)(1)(B) of the Bankruptcy Code.

The Court related that, under Georgia law, the owner of property
as of January 1st is the person liable for the ad valorem taxes
associated with that property.  The Court said that even though
the due date for payment of the taxes does not occur until months
later, a "right to payment," or a claim under Section 105(5)
against a debtor, accrued on January 1st.

The Court added that the ad valorem tax liens associated with the
tax claim constituted a first-priority lien on the subject
property that vested as of January 1st.  Therefore, the Court
concluded, the Debtors' liability for Warner Robins' Tax Claim
was "incurred" on January 1, 2005.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ANSWER FINANCIAL: Judge Walrath Confirms Prepackaged Ch.11 Plan
---------------------------------------------------------------
The Hon. Mary Walrath of the United States Bankruptcy Court for
the District of Delaware confirmed the prepackaged Chapter 11 plan
of Answer Financial, Inc., Dawn McCarty of Bloomberg News reports.

All of Answer Financial's creditors, Ms. McCarty says, accepted
the terms of the disclosure statement sent out to them before the
Debtor filed for Chapter 11 protection in January 2008.

The prepackaged plan provides for the full payment of the
unsecured claims, according to Ms. McCarty.  She says that Hanover
and White Mountains Insurance Group Ltd. will exchange their notes
for stock while Elliot Associates LP will also exchange its old
notes valued at $29.6 million for new secured notes.

Ms. McCarty says that White Mountains holds $21.4 million of notes
as of the Debtor's bankruptcy filing.

                    About Answer Financial

Headquartered in Encino, California, Answer Financial, Inc. --
http://www.answerfinancial.com/-- offers insurance products and
services through its licensed affiliated Insurance Answer Center,
Inc., Answer Center Insurance Agency, Inc. and other affiliates.  
The company filed for Chapter 11 protection on Jan. 21, 2008
(Bankr. D. Del. Case No.08-10140).  Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl & Jones, L.L.P., represents the Debtor.   
According to court documents filed before the Court, the Debtor
listed assets of $2.4 million and debt of $53 million.


ANTONIO DELANE: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Antonio Delane Storey
        459 15th Street NE
        Washington, DC 20002

Bankruptcy Case No.: 08-00198

Chapter 11 Petition Date: March 25, 2008

Court: U.S. Bankruptcy Court for the District of Columbia   
       (Washington)

Debtor's Counsel: Andre P. Barber, Esq.
                  Barber & Associates PC
                  1825 I Street, NW
                  Suite 400
                  Washington, DC 20006
                  Tel: (202) 479-0325
                  andrepbarber@verizon.net

Total Assets: $2,238,900

Total Debts: $2,718,215

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Countrywide Bank FSB             real estate;      $525,100
P.O. Box 660694                  value of
Dallas, TX 75266-0694            security:
                                 $810,000;
                                 value of senior
                                 lien: $473,100

Saxon Mortgage Services          real estate;      $140,000
P.O. Box 961105                  value of
Fort Worth, TX 76161             security:
                                 $385,000;
                                 value of senior
                                 lien: $364,000

OCWEN                            real estate;      $103,000
P.O. Box 6440                    value of
Carol Stream, IL 60197-6440      security:
                                 $385,000;
                                 value of senior
                                 lien: $362,000

Bank of America AMEX                               $32,400

American Express                                   $31,072

Discover
$25,248                                                               

Bank of America Quatum                             $22,529

Advanta Mastercard                                 $20,832

Chase Visa                                         $15,019

Bank of America Bus. Credit                        $9,991

DC Treasurer                     real estate;      $9,908
                                 value of
                                 security:
                                 $770,000;
                                 value of senior
                                 lien: $969,000

Best Buy                                           $6,333

First Equity Card                                  $3,902

Home Depot Credit Services                         $3,443

Lowes                                              $2,521

Bank of America                                    $2,500

Tax Commisioner Fulton County    real estate;      $1,233
                                 value of
                                 security:
                                 $192,000;
                                 value of senior
                                 lien: $192,000


ARCAP 2005-RR5: Class N Gets S&P's D Rating on Interest Shortfalls
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
class N commercial mortgage-backed securities pass-through
certificates from ARCap 2005-RR5 Resecuritization Inc. to 'D' from
'CCC-'.
     
The downgrade follows interest shortfalls to class N that S&P does
not expect to be recovered.  In addition, class N is expected to
experience future principal losses.  To date, the trust has
incurred losses totaling $89 million, which has reduced the
original balance of the unrated class O certificate by 99%.
     
According to the remittance report dated March 24, 2008, class N
suffered an interest shortfall of $44,556 during the recent
remittance period, and cumulative interest shortfalls to the class
total $89,126 after two successive months of interest shortfalls.   
The interest shortfalls are due in part to interest shortfalls on
the underlying CMBS collateral, which are expected to continue.   
Additionally, class N currently has only $1.2 million of principal
support (0.55% credit enhancement) and is expected to suffer a
principal loss upon the ultimate resolution of the delinquent
loans in the underlying CMBS transactions, as detailed below.
     
According to the March remittance report, the collateral pool
consisted of 18 classes of subordinated fixed-rate CMBS pass-
through certificates and five classes of subordinated fixed-rate
re-REMIC certificate classes with an aggregate principal balance
of $217.4 million.  The CMBS collateral pool includes 16 distinct
CMBS transactions issued between 1998 and 2005.  The underlying
CMBS transactions are collateralized by 2,347 loans ($13 billion)
and 54 CMBS certificate classes ($481 million), or a total
aggregate outstanding principal balance of $13.5 billion.  There
are currently 36 delinquent loans ($141.2 million) in the
underlying CMBS transactions.      

The collateral consists of CMBS pass-through certificates rather
than mortgage loans.  As such, losses associated with the loans
are first realized by the CMBS trusts that issued the pass-through
certificates.  Realized losses on the first-loss positions will
result in principal losses in reverse sequential order to the
classes from ARCap 2005-RR5 Resecuritization Inc.  Currently,
first-loss positions account for $155.9 million, or 72%, of the
collateral.  Subordination is available to absorb various losses
experienced by the remaining collateral before the ARCap 2005-RR5
Resecuritization Inc. certificates are affected.


ASARCO LLC: Insurers Don't Want Claim Objections Kept "Secret"
--------------------------------------------------------------
Mt. McKinley Insurance Company and Everest Reinsurance Company
oppose any procedure by which Asarco Incorporated's objections  
to asbestos-related claims in ASARCO LLC and its debtor-
affiliates' Chapter 11 cases would be filed under seal because
there is no basis or common law to justify sealing the claims
objections or the publicly filed proofs of claim.

Tony L. Draper, Esq., at McClain & Patchin, P.C., in Houston,
Texas, asserts that permitting Asarco Inc. to file objections
under seal would run contrary to the strong public policy and
common law presumption that all papers filed in a bankruptcy case
are public records open to examination by any entity.

In addition, Mr. Draper contends, the merits and viability of the
asbestos-related claims promise to be significant issues for
confirmation.  Assuming the Debtors follow form with all other
asbestos-related bankruptcy cases, the Debtors' plan of
reorganization is expected to include a channeling injunction
under Section 524(g) of the Bankruptcy Code for all present and
future asbestos claims, which claims will be addressed by a trust
through trust distribution procedures as contemplated by Section
524(g)(2)(B)(ii)(V).

Mr. Draper tells the U.S. Bankruptcy Court for the Southern
District of Texas that Mt. McKinley and Everest have a keen
interest in the asbestos issue because it is typically the
insurers who are looked to for payment of asbestos claims
channeled to a Section 524(g) trust.

To the extent Asarco Inc. is concerned about disclosure of Social
Security Numbers, Mt. McKinley and Everest do not oppose to
redacting those information to protect the claimants.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/          
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors are currently asking the Court to extend their
exclusive plan-filing period to June 10, 2008.  (ASARCO Bankruptcy
News, Issue No. 69; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wants Exclusive Plan-Filing Period Extended to June 10
------------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Texas to further extend, until
June 10, 2008, the exclusive period in which they may file a plan
of reorganization, and the period to obtain acceptances of that
plan until Aug. 12, 2008.

The Debtors' current exclusive period to file a Chapter 11 plan
will expire on April 11.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
notes that the Plan Sponsor Procedures, governing the sale of
substantially all of the Debtors' assets, contemplate the
submission of proposals on April 21 and a plan sponsor selection
meeting to be held two weeks thereafter.  He notes that the five-
week timeline proposed in the Plan Sponsor Procedures is not
rigid and may need to be extended to accomplish the Debtors'
objective of maximizing value and keeping a level playing field
among participants.  After the plan sponsor selection meeting,
the Court will conduct a final hearing on the Plan Sponsor
Procedures, which must occur before the selection of the plan
sponsor is finalized.

Mr. Prince avers that considering the plan-sponsor timeline, the
Debtors cannot realistically conduct the selection meeting or
file a meaningful chapter 11 plan before April 11.  Plan
proposals either will not be due or will have just been received
by April 11.

Mr. Prince says the Debtors and their advisors, in consultation
with key creditor constituents and their advisors, will then need
time before the selection meeting to analyze and encourage
improvements to the bids and to develop a negotiating strategy
for the meeting.  Although the Debtors have draft plan documents
ready to circulate, the drafts have not been vetted with
constituents and will likely change materially based on the
outcome of the plan sponsor process, Mr. Prince adds.

Until completion of the selection meeting, the Debtors will not
know the identity of the plan sponsor, the value and structure of
the winning plan proposal, and whether that value and structure
are sufficient to go forward with a plan sponsored by a bidder
selected pursuant to the Plan Sponsor Procedures or whether the
Debtors should instead pursue other reorganization alternatives,
Mr. Prince contends.

Mr. Prince adds that each of the key creditor constituents in the
Debtors' Chapter 11 cases -- the Official Committee of Unsecured
Creditors for ASARCO, the Official Committee of Unsecured
Creditors for the Asbestos Subsidiary Debtors, Robert C. Pate,
the Court-appointed Future Claims Representative, the U.S.
Department of Justice, Environment & Natural Resources Division,
the state of Washington and the United Steelworkers Union -- have
asked for time to review and comment on the plan and disclosure
statement before filing the documents.  Addressing comments to
the plan documents before they are filed with the Court takes
time after the selection meeting but the Creditor Constituents
need the time to determine whether they will support the plan,
Mr. Prince says.

In addition, Asarco Incorporated and Americas Mining Corporation,
which own 100% of ASARCO LLC's equity, have indicated an interest
in backstopping a stand-alone reorganization plan.  Mr. Prince
informs the Court that the Debtors have spent time considering
the stand-alone plan proposal, and any other proposals by Asarco
Inc. and Americas Mining will require further consideration by
the Debtors and the Creditor Constituents.

Mr. Prince also tells the Court that most of the Creditor
Constituents affirmatively support further extension of the
exclusive periods in light of the progress made in the Debtors'
Chapter 11 cases and the amount of work remaining to be done
before a meaningful Chapter 11 plan may be filed.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/          
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

(ASARCO Bankruptcy News, Issue No. 69; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wants Mission Mine Claim Settlement Pact Approved
-------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to approve a settlement with
certain claimants to resolve various Mission Mine claims.

The Tohono O'Odham Nation, the San Xavier District, the San
Xavier Allottees Association, and the U.S. Government have filed
claims, seeking an aggregate of $661,000,000, against ASARCO LLC
for alleged delinquent lease payment and reclamation obligations
and certain damages arising from the company's mining and related
operations on certain tracts of land located in its Mission Mine
in Pima County, Arizona.  The Mission Mine is partly located on
lands leased from the San Xavier District and Tohono O'Odham
Nation.

Judith W. Ross, Esq., at Baker Botts L.L.P., in Dallas, Texas,
says ASARCO prefers to avoid litigation regarding the reclamation
obligations under the Leases and federal regulations, and arising
out of the Mission Mine Claims.  Thus, ASARCO entered into a
compromise and settlement agreement with the Nation, the San
Xavier District, the Allottees Association, and the Government.  

The salient terms of the Settlement are:

   (a) ASARCO will deposit $33,000,000, plus $2,600 per day for
       each day starting on and including February 1, 2008 until
       the date of the deposit, into an escrow account to fund
       the implementation of the mine reclamation component of
       the agreed mining and reclamation plan.

   (b) The Government's claim for prepetition royalties alleged
       to be related to the Tract I Mining Lease will be allowed
       as a $225,000 unsecured claim for the benefit of the
       Landowners.  

   (c) ASARCO will pay the Government, for the use and benefit of
       the Landowners, $172,755, in cash as a cure payment for
       prepetition royalties and penalties alleged to be related
       to the Tract II Lease.

   (d) The Non-ASARCO Parties will release ASARCO from:

          * any and all prepetition claims related to its mining
            and related operations and physical disturbance
            resulting from those operations at the Mission Mine
            Complex, including, but not limited to, the claims
            totaling $661,000,000, asserted by the Non-ASARCO
            Parties;

          * any and all claims arising postpetition through the
            settlement's effective date related to the Tract I
            Mining Lease; and

          * all mining plan and reclamation obligations that
            might, under the law or contracts, burden ASARCO as a
            result of its past, present and future operations and
            physical disturbance resulting from those operations
            within the operational Footprint on the Leases.

   (e) ASARCO will release the Non-ASARCO Parties from any and
       all claims related to ASARCO's mining and related
       operations and physical disturbance resulting from those
       operations on Tract II and III through the Petition Date
       and on Tract I through the settlement's effective date.

   (f) The Government will release certain bonds held by St. Paul
       Travelers Insurance Company after ASARCO deposits the
       funds into the Escrow Account.

   (g) ASARCO will assume the Tract II Mining Lease, the Tract
       III Business Leases, the 1971 Settlement Agreement, the
       Well Site Lease and the 1997 Intergovernmental Agreement.

   (h) ASARCO will withdraw its objection to the Government's
       Claim No. 10744 and the pending motion to estimate the
       Mission Mine Claims.

   (i) ASARCO will dismiss, with prejudice, the Adversary
       Proceeding against the Government relating to Claim
       No. 10744, and Office of Trust Funds Management, U.S.
       Department of the Interior as a defendant in an avoidance
       action related to the Mission Mine.

   (j) While ASARCO remains contractually obligated to perform
       the reclamation outlined in the MARP, ASARCO will be
       reimbursed from the Escrow Account as it performs the
       work.  ASARCO is relieved of all obligations to perform
       reclamation once the Escrow Account is exhausted or once
       the remaining balance in the Escrow Account is
       insufficient to pay for further reclamation activities.

   (k) In addition to performing the reclamation work specified
       in the MARP, ASARCO will construct stormwater controls on
       the Mission Mine Complex and maintain them until mining
       and reclamation work is completed on the San Xavier
       Reservation and the Mission Mine Complex.  ASARCO will
       pay for certain other miscellaneous costs associated with
       the reclamation, including 50% of the escrow manager's
       fees.

   (l) The Settlement will bind and inure to the benefit of the
       Parties' successors and assigns and it will also bind any
       purchaser of the Mission Mine.  ASARCO will provide in its
       plan of reorganization that the Settlement is part of that
       reorganization plan and it will be a condition precedent
       to confirmation of any plan that the Settlement is assumed
       by any purchaser under that plan.  The Non-ASARCO Parties
       will consent to the assumption and assignment of the
       Settlement, and all agreements related to any purchase,
       and will execute any and all consents or assignments
       necessary to effectuate the assumption and assignment.

   (m) The Non-ASARCO Parties have separately agreed that they
       will make good faith efforts to obtain signatures of
       allottees approving the terms of the Settlement.

Ms. Ross says the Settlement eliminates the risks, uncertainties
and delay that are inherent in any litigation.  The Mission Mine
Claims resolved by the Settlement are contingent and
unliquidated.  Estimation or any other litigated resolution is
time-consuming and complex and could unduly delay ASARCO's
Chapter 11 case, she adds.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/          
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors are currently asking the Court to extend their
exclusive plan-filing period to June 10, 2008.  (ASARCO Bankruptcy
News, Issue No. 69; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASPEN INSURANCE: Promotes Affiliate's CEO Julian Cusack to COO
--------------------------------------------------------------
Aspen Insurance Holdings Limited promoted Julian Cusack to the
role of chief operating officer of the company.  Mr. Cusack's new
role will include responsibility for Aspen's Actuarial, Risk
Management, Compliance and Legal departments.  He will also
continue as chairman and chief executive officer of Aspen
Insurance Limited, roles he has held since November 2006 and June
2002.

In addition, Mr. Cusack will continue to chair Aspen's Reserving
Committee and maintain responsibility for certain special
projects.

The company also disclosed that Richard Houghton, chief financial
officer, will assume additional responsibilities for operational
oversight of Aspen's Human Resources, Information Technology and
Insurance/Reinsurance Claims departments.

Messrs. Cusack and Houghton will continue to report to Chris
O'Kane, chief executive officer.

The promotion of Mr. Cusack and the expansion of Mr. Houghton's
role follow the decision by Stuart Sinclair, president and chief
operating office of Aspen, to resign effective as of April 17,
2008, in order to pursue other business and personal
opportunities.

"I would like to congratulate [Mr. Cusack] on his appointment as
chief operating officer," Mr. O'Kane commented.  "He has been an
instrumental figure in Aspen's development since the company's
inception and we are delighted to be able to further access his
business acumen.  I am also pleased to expand Richard Houghton's
role to take on additional operational responsibilities - all in
disciplines where he has significant prior experience."

"[Mr. Sinclair] has been highly effective in his role as an agent
of change at Aspen," Mr. O'Kane added.  "He has put in place the
necessary infrastructure to support our expansion in Europe and
reorganization in the United States with great success and I wish
him all the very best in his future endeavours."

"Both Messrs. Cusack and Houghton are highly capable individuals
and the evolution of their responsibilities at Aspen is testament
to the depth of our senior management team," Mr. Glyn Jones,
chairman of Aspen, added.  "I too would like to wish Stuart well
and thank him for his contribution to Aspen."

                     About Aspen Insurance

Headquartered in Hamilton, Bermuda, Aspen Insurance Holdings
Limited (NYSE: AHL) -- http://www.aspen.bm/-- provides   
reinsurance and insurance coverage to clients in various domestic
and global markets through wholly-owned subsidiaries and offices
in Bermuda, France, Ireland, the United States, the United
Kingdom, and Switzerland.

                          *     *     *

Aspen Insurance Holdings Limited continues to carry Moody's
Investors Services 'Ba1' preferred stock rating which was placed  
in December 2005.


ATMOSPHERIC GLOW: Files Chapter 11 Bankruptcy Petition in Tennesee
------------------------------------------------------------------
Atmospheric Glow Technologies Inc. filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Eastern District
of Tennessee on March 27, 2008.  With this action, the company
intends to restructure and preserve much value as possible for its
shareholders and creditors.

"Extensive efforts were undertaken to align business expenses with
revenues, and we achieved break-even cash flow from operations
over the past twelve months," Scott McDonald, AGT CEO, said.
"Regrettably, these and other significant actions have not been
sufficient to enable AGT to secure new funding given the company's
substantial level of debt, negative equity and limited revenues,
particularly within the confines of the challenged financial
markets."

The company expects operations to continue as usual during the
reorganization process.  Upon court approval, AGT will utilize
cash flow from operations to meet day-to-day capital requirements
and seeks to successfully emerge from bankruptcy protection within
90 days, at which point it would be better positioned to secure
new funding and strategic business partnerships.

As part of AGT's interim operating plan and to enable additional
overhead cost reductions, Scott McDonald has resigned his paid CEO
position and has accepted an uncompensated seat on AGT's board of
directors vacated by outgoing director Steve Harb.  All other
board members and company management are retaining their current
positions.

              About Atmospheric Glow Technologies Inc.

Atmospheric Glow Technologies Inc. (OTC:AGWT) --  
http://www.atmosphericglow.com/-- is a market driven science and  
engineering company focused on realizing the commercial potential
of OAUGDP(R) technology, a proprietary method of creating plasma
chemistry in air at atmospheric pressure. Management believes that
OAUGDP(R) is an exciting breakthrough technology offering
capabilities that other plasma technologies do not provide.   


ATMOSPHERIC GLOW: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Atmospheric Glow Technologies, Inc.
        ta AGWT
        924 Corridor Park Boulevard
        Knoxville, TN 37932

Bankruptcy Case No.: 08-31320

Type of Business: The Debtor manufactures specialized high
                  technology, garment production line stitching
                  machines and related equipment.  
                  See http://www.atmosphericglow.com/

Chapter 11 Petition Date: March 27, 2008

Court: Eastern District of Tennessee (Knoxville)

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                     (ltarpy@htandc.com)
                  Hagood Tarpy & Cox, PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  http://www.htandc.com/

Estimated Assets:   $500,000 to $1 million

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sherry Len Turner              Loan                  $692,208
1010 Reubuen's Court
Greensboro, GA 30642

Murvul, L.P.                   Loan                  $331,078
1439 Aberdeen Drive
Alcoa, TN 37701

Silo Co.                       Loan                  $220,719
Attn: Joe Baker
316 Nancy Lynn Lane
Knoxville, TN 37919

Donald Bahouth                 Loan                  $116,868

Crabtree Ventures              Loan                  $111,242

University of Tennessee        Royalties             $114,366
Research Foundation

BrewCo, LLC                    Loan                  $108,535

Lane Schreeder Hays            Loan                  $81,445

University of Tennessee        Services              $72,133
Bursar's Office

Richard Wintenberg             Loan                  $57,315

PMA Group, Inc.                Note for lobbying     $40,000
                               services

Capital One                    Loan                  $39,801

Douglas Lesher                 Loan                  $31,541

Maxim Group, LLC               financial consulting  $26,114

Bank of America                Loan                  $24,837

Pitts & Brittian, P.C.         Legal services        $13,175

Breslow & Walker, LLP          Legal services        $12,771

Sharon Draper                  Loan                  $12,056

Sujon Limited                  Loan                  $190,000

Suzanne South                  Loan                  $13,414


AVISTAR COMMS: To Reduce 25% of U.S. and European Workforce
-----------------------------------------------------------
Avistar Communications Corporation disclosed decisive cost
cutting measures.  As part of this cost management program, the
company will reduce its U.S. and European workforce by
approximately 25%, largely by the end of first quarter 2008.  In
addition, Avistar is suspending the formation of its previously-
announced China-based development capacity.  This cost structure
realignment is prompted in large part by Microsoft Corporation's
recent challenge to all of Avistar's US patents through the US
Patent and Trademark Office.

Following extended in-depth licensing discussions, Microsoft moved
to challenge all of Avistar's 29 US patents using the USPTO's re-
examination process.  "This single action against Avistar's
complete U.S. patent portfolio represents over 5% of the entire
2007 third-party re-examination challenges at the USPTO," observed
Simon Moss, Avistar's CEO.  "This leads to only one
logical conclusion -- Microsoft must be taking our patent
portfolio very seriously in regard to it's relevance to their
present or future products.  Why else would it take such a
dramatic action?"

"Avistar has 80 U.S. and foreign patents in its current portfolio
relevant to the burgeoning unified communications market.  The  
patents submitted for re-examination have a 1993 priority date,
have already been examined over a large body of prior art, and
include patents that have successfully withstood two litigations,"
added Tony Rodde, Avistar's President; Intellectual Property
Division.  "Accordingly, we believe that the re-examination
process, if undertaken by the USPTO, will validate these
patents and make them even stronger."

Avistar remains hopeful of reaching a favorable resolution with
Microsoft on licensing Avistar's intellectual property in the near
future.  In the meantime, however, the prospect of an extensive
re-examination process and the potential impact on Avistar's
financial outlook have left Avistar with no alternative but to
proactively and decisively execute this set of cost reductions in
order to protect its intellectual property and its associated
product business.

These cost management efforts are structured to effectively align
operations to deal with Microsoft's challenges, while still
allowing Avistar to continue investing in its C3 video
communications and collaboration product line, as well as
continuing to license its intellectual property and technology.  
In expanding its C3 product suite, Avistar has scheduled the
introduction of new, market-leading software solutions which
implement additional unified communication features, add
turnkey room-based videoconferencing solutions targeted at small
to medium meeting rooms and executive offices, as well as
incorporating significant progress in key community and supply
chain innovations.

Avistar is recognized as one of the early pioneers in unified
communications.  Wainhouse Research expects the market for Unified
Communications to expand 104% annually to $16.6 billion by 2012.  
The relevance of Avistar's patent portfolio has never been more
important to the firm.  An analysis conducted last year by Ocean
Tomo, LLC, a leading appraisal and services firm with specialized
expertise in valuing patents, indicated that, subject to certain
qualifications, the potential net present value of monetizing
Avistar's intellectual property could represent an income of
between $300 and $500 million.

                  About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (NASDAQ: AVSR) -- http://www.avistar.com/-- holds a   
portfolio of 76 patents for inventions in the primary areas of
video and network technology and offers technology and IP licenses
to companies in video conferencing, rich-media services, public
networking and related industries.  Current licensees include Sony
Corporation, Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.


AVISTAR COMMS: Dec. 31 Balance Sheet Upside-Down by $9.8 Million
----------------------------------------------------------------
Avistar Communications Corporation disclosed that as of Dec. 31,
2007, the company's balance sheet showed $10.6 million in total
assets, $20.4 million in total liabilities, and $9.8 million in
total stockholders' deficit.

Its December 31 balance sheet also showed strained liquidity with
$4.9 million in total current assets and $15.6 million in total
current liabilities.

Revenue for the 12 months ended Dec. 31, 2007, of $12.0 million,
and income from settlement and patent licensing was $16.2 million
for the same period.  This compared to revenue of $13.2 million
and income from settlement and patent licensing of $4.2 million
for the 12 months ended Dec. 31, 2006, representing a 61% year-
over-year growth in the combined metric of revenue plus income
from settlement and patent licensing activities, which management
uses to monitor the company's performance.

Avistar reported a net loss of $2.9 million, for the 12 months
ended Dec. 31, 2007.  For the 12 months ended Dec. 31, 2006,
Avistar reported a net loss of $8.1 million.  Included in those
net loss results were $2.7 million and $2.0 million of employee
stock compensation expense for 2007 and 2006, respectively.

Revenue for the three months ended Dec. 31, 2007, was
$1.9 million, compared to revenue of $1.8 million for the three
months ended Sept. 30, 2007, and $2.3 million for the three months
ended Dec. 31, 2006.    Income from settlement and patent
licensing was $1.1 million for the three month period ended
Dec. 31, 2007, as well as for the three month periods ended Sept.
30, 2007 and Dec. 31, 2006.

Avistar reported a net loss of $3.7 million for the three months
ended Dec. 31, 2007.  Avistar reported a net loss of $4.1 million
for the three months ended Sept. 30, 2007, and a net loss of
$3.2 million for the three months ended Dec. 31, 2006.  The net
loss for the fourth quarter of 2007 reflects, among other things,
$700,000 of employee stock compensation expense.  Net loss for the
three months ended Sept. 30, 2007 included $700,000 of stock
compensation expense, and net loss for the three months ended
Dec. 31, 2006, included $0.5 million of stock compensation
expense.

As of Dec. 31, 2007, Avistar had cash and cash equivalents of
$4.9 million.

"The velocity of change at Avistar is significant," said Simon
Moss, who became Chief Executive Officer of Avistar on Jan. 1,
2008.  "A new management team is in place to build off of the
positive developments of 2007.  The company has nearly completed a
significant organizational and financial restructuring and re-
focus -- the benefits of which we expect to realize in 2008.  
There are risks in such a significant turn-around, but we are
bullish on the company's prospects for 2008.  Consistent with our
earlier projections, Avistar generated a slight adjusted EBITDA
profit for 2007, on a combined revenue plus income from settlement
and patent licensing activities growth rate of over 60% versus
2006.  This was the third year that we've accomplished year-over-
year growth of greater than 50% in this combined metric.  And this
is the first time the company has been adjusted EBITDA-positive
since its founding, marking a tremendous milestone for the
company, especially when viewed against an adjusted EBITDA loss of
greater than $6 million in 2006."

"In the last four months, we've reduced corporate costs while
investing heavily in our go-to-market strategy, which supplements
our direct sales and patent licensing activities with a reseller
channel, a hosted product offering and an expanded focus on
technology licensing.  We have also increased our research and
development capacity through our new agreement with Worksoft
Creative Software Tech., Ltd. in China.  Seven additional patents
were allowed by the U.S. Patent and Trademark Office (USPTO) and
are in the issuance process, which will supplement our rich
portfolio of intellectual property."  Noting that Wainhouse
Research predicts that the unified communications (UC) industry
will reach $16.5 billion in annual sales by 2012, Mr. Moss said
that Avistar plans to license its technology and intellectual
property to other vendors in order to accelerate growth, allow
rapid development of industry standards, and foster the
development of new applications.

Mr. Moss continued, "All of these vectors influenced the recent
financing that we completed on Jan. 4, 2008, with Leucadia
National and company insiders, including a majority of the Board.  
This cash infusion, combined with the renewal of our line of
credit with a major financial institution, equips us to execute
our 2008 growth plan.  Although we expect our quarterly revenue to
continue to be lumpy, we expect profitable growth in 2008."

Mr. Moss cited a number of milestones that the company achieved
recently:


   -- Earlier this month, Avistar concluded a financing round of
      $7 million of convertible debt, led by a $4 million
      investment from Leucadia National Corporation (NYSE:LUK).
      Five of Avistar's seven directors were among the other
      investors who contributed $3 million of the total.  
      Raising working capital to fund implementation of its new
      "go-to-market" strategies is a central element of
      Avistar's turnaround strategy, as described by the company
      in a press release dated Nov. 8, 2007.

   -- The company announced this month that it had received
      notification from the USPTO of seven new patent allowances
      in the areas of real-time communications over wide area
      networks.  The patents specifically relate to technology
      for video communications, voice over Internet protocol and
      instant messaging.

   -- In December 2007, the company announced a 2,000 seat
      order, representing its largest customer expansion to
      date.  Avistar additionally announced on Jan. 17, 2008,
      that it had added Colgate-Palmolive as a new Fortune 100
      client.

   -- Earlier last year, Ocean Tomo, LLC, a leading appraisal and
      services firm with specialized expertise in valuing
      patents, provided Avistar with an analysis indicating that,
      subject to certain assumptions, the potential net present
      value of monetizing Avistar's intellectual property was
      between $350 million and $500 million.

   -- In November and December of 2007, Avistar was notified by
      the Staff of The NASDAQ Stock Market that Avistar was not
      in compliance with the continued listing standards of the
      NASDAQ Capital Market and is subject to de-listing.  An
      appeal hearing will be conducted on Jan. 24, 2008, with
      NASDAQ's Listing Qualification Panel to determine whether
      the company is allowed an additional period of time in
      which to re-establish listing compliance.

"So, 2007 was a decent year, though quarterly 'lumpiness' remains
a challenge.  For 2008, the components of our turnaround are in
place; our IP is a strong and expanding asset, the firm is now
better capitalized, the new leadership team brings proven success
in early-stage technology companies, and we are addressing a
market that offers great opportunity, the tough reorganization is
largely completed, and we are aggressively focused on the
challenges ahead."

                  About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (NASDAQ: AVSR) -- http://www.avistar.com/-- holds a   
portfolio of 76 patents for inventions in the primary areas of
video and network technology and offers technology and IP licenses
to companies in video conferencing, rich-media services, public
networking and related industries.  Current licensees include Sony
Corporation, Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.


BCE INC: Buyout by Investor Group Gets Regulatory Commission's OK
-----------------------------------------------------------------
BCE Inc. disclosed that the proposed acquisition of BCE by an
investor group led by Teachers' Private Capital, the private
investment arm of the Ontario Teachers' Pension Plan, Providence
Equity Partners Inc., Madison Dearborn Partners LLC, and Merrill
Lynch Global Private Equity has received approval from the
Canadian Radio-television and Telecommunications Commission,
subject to certain conditions being met.

The only remaining regulatory approval required in connection with
the transactions is from Industry Canada.  

On March 7, 2008, the Quebec Superior Court approved BCE's plan of
arrangement for the transaction and dismissed all claims asserted
by or on behalf of certain holders of Bell Canada debentures.  

As a result of an appeal of that decision by the debenture
holders, BCE now expects the transaction to close before the end
of the second quarter of 2008.

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing         
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

Bell Canada -- http://www.bell.ca/-- is a wholly owned subsidiary   
of BCE Inc.  Bell offers integrated information and communications
technology services to businesses and governments, and is the
Virtual Chief Information Officer to small and medium businesses.  

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Ratings Services kept its ratings on BCE Inc.
and its related entities on CreditWatch with negative
implications, pending the completion of the company's leveraged
buyout by a consortium of private equity investors led by Teachers
Private Capital as announced on June 30, 2007.  As a result of the
proposed LBO, S&P expect reported debt to increase to about CDN$37
billion from about CDN$10 billion at Sept. 30, 2007.

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada
to 'BB-' from 'A-'.


BEAR STEARNS: Congress Demands Information on Sale to JPMorgan
--------------------------------------------------------------
Senate Finance Committee Chairman Max Baucus (D-Mont.) and ranking
Republican Charles E. Grassley (Iowa) have demanded information
regarding the sale of Bear Stearn Cos. Inc. to JPMorgan Chase &
Co. from Bear Stearns CEO Alan Schwartz, JPMorgan CEO James Dimon,
Treasury Secretary Henry M. Paulson Jr., Federal Reserve Chairman
Ben S. Bernanke and New York Federal Reserve President Timothy F.
Geithner, Alejandro Lazo of the Washington Post reports.  In
addition, Senate Banking Committee Chairman Christopher J. Dodd
(D-Conn.) is calling the same executives and government officials,
including Securities and Exchange Commission Chairman Christopher
Cox, to be present at a hearing on the sale transaction April 1,
2008.

As reported in the Troubled Company Reporter on March 26, 2008,
at the closing of the merger, the Federal Reserve Bank of New York
agreed to provide term financing to facilitate JPMorgan's
acquisition of Bear Stearns.  This action is being taken by the
Federal Reserve, with the support of the Treasury Department, to
bolster market liquidity and promote orderly market functioning.  
The New York Fed will take, through a limited liability company
formed for this purpose, control of a portfolio of assets valued
at $30 billion as of March 14, 2008.  The assets will be pledged
as security for $29 billion in term financing from the New York
Fed at its primary credit rate.

JPMorgan Chase will bear the first $1 billion of any losses
associated with the portfolio and any realized gains will accrue
to the New York Fed.  BlackRock Financial Management, Inc. will
manage the portfolio under guidelines established by the New York
Fed designed to minimize disruption to financial markets and
maximize recovery value.

The senators are requesting a directive describing the pacing of
the sale deal and defining the assets secured by the Federal
Reserve, Mr. Lazo relates.  They also want copies of all documents
the parties intend to file with regulatory agencies, the names of
all negotiators who represented each party and the names of
counsels, and other professionals involved in the transaction.

According to Mr. Lazo, the Finance Committee is trying to assess
if there was a misuse of public funds, while the Banking Committee
is studying the sale deal to evaluate if public funds had been put
at risk.

Although the Treasury, Fed and a JPMorgan spokesman have confirmed
that they will cooperate with the Senate committees, the Treasury
and Fed is expected to restrict their disclosure due to the
pending nature of the deal and an unsettled Bear Stearns investor
lawsuit against the board for consenting to an unsubstantial price
offer, Mr. Lazo recounts.

As previouly reported, JPMorgan and Bear Stearns Companies Inc.
disclosed an amended merger agreement regarding JPMorgan Chase's
acquisition of Bear Stearns, raising JPMorgan's bid from $2 per
share to $10 per share.  In addition, JPMorgan Chase will purchase
95 million newly issued shares of Bear Stearns common stock, or
39.5% of the outstanding Bear Stearns common stock after giving
effect to the issuance, at the same price as provided in the
amended merger agreement.  The purchase of the 95 million shares
is expected to be completed on or about April 8, 2008.

                          About JPMorgan

JPMorgan Chase & Co. (NYSE: JPM) -- http://www.jpmorganchase.com/   
-- is a global financial services firm with operations in more
than 60 countries.  The firm does investment banking, financial
services for consumers, small business and commercial banking,
financial transaction processing, asset management, and private
equity.  A component of the Dow Jones Industrial Average,
JPMorgan Chase serves millions of consumers in the United States
and many of the world's most prominent corporate, institutional
and government clients under its JPMorgan and Chase brands.

                   About Bear Stearn Companies

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: Chairman Cayne Sells 5.6 Mil. Shares at $10.84 Each
-----------------------------------------------------------------
According to a filing with the Securities and Exchange Commission,
Bear Stearns Cos. Inc. Chairman of the Board of Directors James E.
Cayne and his wife sold 5.65 million shares for $10.84 apiece in a
transaction valued at $61.3 million.

In the process, Mr. Cayne disposed of his entire stake in Bear
Stearns, various reports note.

The filing didn't provide information on who bought their shares.  
Yalman Onaran at Bloomberg News reports that Bear Stearns
spokesman Russell Sherman didn't comment either on the
transaction.

The move came after JPMorgan Chase & Co. amended its merger
agreement with Bear Stearns, raising its bid from $2 per share to
$10 per share, indicating that deal is certain at $10 per share,
Bloomberg relates.

Bloomberg says Mr. Cayne's shares rose to almost $1 billion last
year when Bear Stearns stock price rose to $171.50 per share.  
Then, as reported in the Troubled Company Reporter, two of Bear
Stearns' units, Bear Stearns High-Grade Structured Credit
Strategies Master Fund, Ltd., and Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund, Ltd.,
collapsed and are currently undergoing winding up proceedings in
the Cayman Islands.  The Cayman Island hedge funds invested in
collateralized debt obligations related to U.S. subprime mortgage
loans.

The TCR reported on March 11, 2008, that Bear Stearns' shares
dropped more than 13% to $60.34, bonds weakened to junk levels and
buying interest dried up amid liquidity speculations.

Bear Stearns reported a net loss of $854 million for the fiscal
fourth quarter ended Nov. 30, 2007, as compared with net income of
$563 million for the fourth quarter of 2006.  Net revenues for the
2007 fourth quarter were a loss of $379 million down from revenues
of $2.4 billion for the 2006 fourth quarter.

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'.


BELLE HAVEN: Six Classes of 2046 Notes Get Moody's Ratings Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Belle Haven ABS CDO 2006-1, Ltd.:

Class Description: $1,700,000,000 Class A-1 Floating Rate Notes
Due 2046

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

Class Description: $170,000,000 Class A-2 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 B Floating Rate Notes Due
2046

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

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

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

Additionally, Moody's downgraded these notes:

Class Description: $29,000,000 Class D Floating Rate Deferrable
Notes Due 2046

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

Class Description: $5,000,000 Class E Floating Rate 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.


BERNOULLI HIGH: Moody's Junks Rating on $56 Mil. Notes From 'Aa2'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
of notes issued by Bernoulli High Grade CDO II, Ltd., and left on
review for possible further downgrade the rating of one of these
classes.  In addition, the rating of one class of notes was placed
on review for possible downgrade.  The notes affected by this
rating action are:

Class Description: $750,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due October 2045

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

Class Description: $555,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes Due October 2054

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

Class Description: $56,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due October 2054

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

Class Description: $103,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due October 2054

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

Class Description: $4,000,000 Class D Fifth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due October 2054

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

Class Description: $3,000,000 Class E Sixth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due October 2054

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

Class Description: $10,500,000 Class F Seventh Priority Mezzanine
Deferrable Secured Floating Rate Notes Due October 2054

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

Class Description: $4,500,000 Class G Eighth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due October 2054

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

Class Description: $14,000,000 Income Notes Due October 2054

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
March 4, 2008, as reported by the Trustee, of an event of default
that occurs when the Sequential Pay Ratio is less than 95 per
cent, as described in Section 5.1(i) of the Indenture dated
Aug. 28, 2007.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Event of Default described in
Section 5.1(i) of the Indenture occurred.

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

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

Bernoulli High Grade CDO II, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of RMBS securities and
CDO securities.


BFC GENESEE: Declining 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
BFC Genesee CDO Ltd.:

Class Description: $189,000,000 Class A-1LA Floating Rate Notes
Due January 2041

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

Class Description: $47,000,000 Class A-1LB Floating Rate Notes Due
January 2041

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

Class Description: $23,000,000 Class A-2L Floating Rate Notes Due
January 2041

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

Class Description: $16,000,000 Class A-3L Floating Rate Deferrable
Notes Due January 2041

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $ 13,000,000 Class B-1L Floating Rate Notes Due
January 2041

  -- 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.


BIONICHE LIFE: Repays $1.75MM of Revolving Secured Credit Facility
------------------------------------------------------------------
Bioniche Life Sciences Inc. said it has exercised its right under
a credit agreement to repay US$1.75 million of its secured
revolving credit facility with Valens U.S., formerly Laurus Master
Funds, in common shares.

The conversion is in accordance with the formula set out in the
original agreement signed in 2005.  The shares will be priced at
the 10-day market average less 15% which equates to 2,671,900
shares.  In addition, the company will issue 200,000 five-year
warrants at market price, $0.77 per share, in exchange for Valens
waiving certain volume restrictions relating to the conversion
under the agreement.  There is no penalty attached to this
repayment.

This conversion will result in new available funds of
$1.75 million.  As a result, the company's capacity to borrow
under the revolving credit facility after the conversion will be
approximately $3.2 million, determined by a formula which measures
existing levels of inventory and accounts receivable.

"Again we appreciate the support and flexibility of our bankers,
Valens U.S.," Patrick Montpetit, chief financial officer of
Bioniche Life Sciences Inc., said.  "This private placement will
improve our liquidity as we continue to execute our Phase III
clinical development program with Urocidin in bladder cancer and
begin the construction of a facility in which to scale-up
production of our E. coli O157:H7 cattle vaccine in Belleville,
Ontario."

               About Bioniche Life Sciences Inc.

Based in Belleville, Ontario, Canada, Bioniche Life Sciences Inc.
(TSX: BNC) -- http://www.Bioniche.com/-- is a research-based,   
technology-driven Canadian biopharmaceutical company focused on
the discovery, development, manufacturing, and marketing of
proprietary products for human and animal health markets
worldwide.  The fully-integrated company employs approximately 185
skilled personnel and has three operating divisions: Human Health,
Animal Health, and Food Safety.  The Company's primary goal is to
develop proprietary cancer therapies supported by revenues from
marketed products in human and animal health.

                        Going Concern Doubt

The company expressed significant uncertainty as to whether it
will have the ability to continue as a going concern.  At Dec. 31,
2007, the company has incurred significant losses and has an
accumulated deficit of $76,525,864.  The company's committed cash
obligations and expected level of expenses for the year exceeds
the cash and cash equivalents on hand.

The company is pursuing an alliance with a strategic partner to
fund the development program for Urocidin and other financing
initiatives including long-term debt financing and further equity
issues.  The company's ability to continue as a going concern is
dependent on the successful conclusion of these initiatives and
its ability to sell its products at positive margins, to bring new
products to market, to obtain regulatory approvals, to enter into
research collaborations, to obtain additional financing and to
achieve future profitable operations.


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

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

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

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

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

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

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

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

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

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

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BUFFETS HOLDINGS: Court Approves Cananwill Insurance Agreement
--------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates obtained authority
from the United States Bankruptcy Court for the District of
Delaware to enter into an agreement with Cananwill Inc., and grant
to Canawill a security interest in unearned or returned premiums
in accordance with the terms of the Agreement.

In the ordinary course of the Debtors' businesses, the Debtors
maintain insurance policies that provide coverage for, among
other things, property and liability risks on the Debtors' real
and personal property; contamination of the Debtors' products;
liability that may arise out of the Debtors' employment
practices; and worker's compensation claims against the Debtors.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, contends that insurance policies are
essential to the preservation of the Debtors' businesses,
properties and assets.  She adds that in many cases, the coverage
is required by various regulations, laws and contracts that
govern the Debtors' business conduct.

"These insurance policies must be maintained by the Debtors to
keep the business operations and assets of the estate insured for
the benefit of the Debtors and their creditors," Ms. Morgan says.

Ms. Morgan notes that it is not economically advantageous for the
Debtors to pay each insurance premium on an annualized basis.  
She tells the Court that in the ordinary course of business, the
Debtors may determine to finance the premiums on their insurance
policies.  As of the Petition Date, the Debtors were financing 18
insurance policies with aggregate premium amounts exceeding
$4,000,000.

The Court has approved the Debtors' financing of insurance
policies related to, among other things, property and liability
risks on the Debtors' real and personal property, contamination of
the Debtors' products, liability that may arise out of the
Debtors' employment practices, and worker's compensation claims.

Ms. Morgan relates that the Debtors have a current need to enter
into a financing arrangement for certain of their properties and
other insurance policies that were recently renewed.  According to
Ms. Morgan, Cananwill has agreed to finance the payment of
premiums for two of the Debtors' insurance policies in accordance
with the terms of an insurance financing agreement.

The Agreement provides for:  

     (i) a cash down payment of $403,099,

    (ii) an amount financed of $1,612,396,

   (iii) 10 monthly payments of $166,352, and

    (iv) an annual percentage rate of 6.5%.  

Payments to Cananwill total $1,663,520.

Pursuant to the Agreement, the Debtors grant to Cananwill a power
of attorney to cancel the Policies financed under the Agreement
in the event of a default in payment by the Debtors.  To secure
payment amounts due to Cananwill under the Agreement, the Debtors
grant Cananwill a security interest in unearned or returned
premiums and other amounts due under the Policies.

Ms. Morgan tells the Court that Cananwill has agreed to finance
the payment of the Policies if the Court approves an order
containing these provisions:

   * the Debtors' entering into and performing under the
     Agreement is approved and Cananwill's security interest
     granted by the Debtors in the Agreement is approved and
     recognized;

   * if the Debtors default on any payment due and owing under
     the Agreement, the automatic stay provisions of Section 362
     of the Bankruptcy Code will be immediately lifted, and
     Cananwill may cancel the Policies financed after giving any
     notice required by applicable state law, and may apply any
     unearned or return premiums due under the Policies to any
     amount owing by the Debtors to Cananwill without further
     application to the Court; and

   * in the event that upon cancellation of the Policies financed
     by Cananwill, the unearned or return premiums are
     insufficient to pay the Debtors' total amount due to
     Cananwill under the Agreement, then any remaining amount
     owing to Cananwill, including reasonable attorney's fees,
     will be given priority as an administrative expense under
     Section 503 of the Bankruptcy Code in any distributions of
     assets of the estate.

Ms. Morgan notes that if the Debtors are unable to enter into the
Agreement, the Debtors will be required to pay the Financed
Amount as a lump sum on or before April 1, 2008.  She further
notes that payment of the Financed Amount as a lump sum would
require a considerable cash expenditure and would be detrimental
to the Debtors' Chapter 11 efforts.

Ms. Morgan says that the Debtors believe they would be unable to
obtain financing for the Policies on an unsecured basis.

"Moreover, the Debtors' current debtor-in-possession financing
facility contemplates the financing of insurance premiums in an
amount not to exceed $7 million and, even after the amount to be
financed under the PFA, the Debtors are below that amount," Ms.
Morgan asserts.

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

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

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BUFFETS HOLDINGS: Court Approves J.H. Chapman as Financial Advisor
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Buffets Holdings Inc. and its debtor-affiliates permission to
employ J.H. Chapman Group LLC as their special financial advisor,

The Debtors need Chapman to advise them on the disposition of
Tahoe Joe's branded restaurant operations and coordinate the
negotiation process with potential buyers of Tahoe Joe's.  Chapman
will provide various services, including, but not limited to:

   -- familiarizing itself with the business, operations,
      properties, financial condition and prospects of Buffets,
      Tahoe Joe's, and any prospective buyer, it being understood
      that Chapman will, in the course of familiarization, rely
      entirely upon available public information and other
      information as may be supplied by the Debtors or the buyer,
      without independent investigation or verification;

   -- preparing a written presentation describing Tahoe Joe's for
      the use of prospective buyers, including but not limited to
      offering memorandum, dataroom documents with updates,
      promotion materials and site visits for descriptive
      materials;

   -- identifying and qualifying prospective buyers of Tahoe
      Joe's, contacting the buyers on behalf of the Debtors,
      responding to requests for information, distributing
      written presentation materials and advising the Debtors of
      the results of the contacts;

   -- providing advice to the Debtors concerning the best method
      to affect a sale in order to maximize value to all
      creditors.  The service may include the use of an auction
      process under the oversight of the Court.  In the event of
      an auction, Chapman will arrange and conduct the auction
      among qualified prospects and evaluate and advise Buffets
      of the results of the auction; and

   -- assisting the Debtors in negotiation of an acceptable
      purchase agreement and related strategy.

According to Pauline K. Morgan, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the retention of Chapman,
who has substantial experience in handling similar transactions,
will provide substantial benefit to the estates.  

Ms. Morgan notes that Chapman is qualified to serve as the
Debtors' advisor because Chapman has served as financial advisor,
investment banker, and consultant for companies in the food
industry for over 20 years, specializing in business transactions
between $10,000,000 and $500,000,000.  Chapman has also
represented numerous parties in the sale of restaurant chains,
including:

   * Original Roadhouse Grill,
   * Lee's Famous Recipe,
   * Carousel Snack Bars of Minnesota, Inc.,
   * ChasMar Properties, Ltd., and
   * Kentucky Fried Chicken of Long Island.

Ms. Morgan tells the Court that Chapman has been engaged by the
Debtors since March 2007 under a prior engagement letter to
assist in the sale of Tahoe Joe's.

Chapman will receive both flat fees and a potential incentive-
based fee as its compensation.  The fees and expenses that will
be payable to Chapman are:

   (a) Presentation Fee -- the Debtors will pay Chapman a non-
       refundable cash fee of $25,000 in consideration of
       Chapman's preparation of a written presentation describing
       Tahoe Joe's for the use of prospective buyers.

   (b) Advisory Fee -- the Debtors will pay Chapman $20,000 per
       month.  The monthly Advisory Fee will terminate upon the
       closing of a sale of part or all of Tahoe Joe's, and be
       prorated for the month in which any sale occurs.

   (c) Transaction Fee -- the Debtors will pay to Chapman, upon
       the closing of a sale of part or all of Tahoe Joe's, by
       wire transfer to an account designated by Chapman, as
       compensation for its services, a transaction fee of
       $250,000, plus 1% of proceeds in excess of $5,000,000.  
       Provided that to the extent the Transaction Fee exceeds
       $250,000, the client will receive a credit of 50% of the
       Advisory Fee paid up to a maximum credit of $50,000.  
       Furthermore, the Transaction Fee payable after any credit
       will under no circumstances be less than $250,000.

   (d) the Debtors will reimburse Chapman for any reasonable out-
       of-pocket expenses incurred in performing its services.  
       Any single expense over $1,000 require the Debtors' prior
       approval.

The Debtors have agreed to indemnify Chapman in connection with
any services performed.

Robert S. Hill, Esq., a principal at Chapman, assures the Court
that his firm is "disinterested" person as the term is defined in
Section 101(14) of the Bankruptcy Code.

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

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

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BUFFETS HOLDINGS: Court OKs Pachulski Stang as Panel's Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffets Holdings
Inc. and its debtor-affiliates obtained authority from the United
States Bankruptcy Court for the District of Delaware to retain
Pachulski Stang Ziehl & Jones as its Delaware co-counsel.

As reported in the Troubled Company Reporter on Feb. 20, 2008, the
Committee sought to retain Pachulski Stang as its Delaware co-
counsel because of the firm's extensive experience and knowledge
in the field of debtors' and creditors' rights and business
reorganizations under Chapter 11.  The Committee said it needs
Pachulski Stang to represent the Committee's interests in
connection with any litigation or other matters that may arise
concerning Fortress Investment Group LLC.

Pachulski Stang, among others, is expected to:

   -- provide legal advice and assistance to the Committee in its
      consultation with the Debtors relative to the Debtors'
      administration of their reorganization;

   -- review and analyze all applications, motions, and orders
      filed with the Court by the Debtors or third parties,
      advise the Committee as to their propriety, and take
      appropriate action;

   -- prepare necessary applications, motions, answers, orders,
      and other legal papers on behalf of the Committee;

   -- represent the Committee at hearings held before the Court
      and communicate with the Committee regarding the issues
      raised, as well as the decisions of the Court;

   -- perform all legal services for the Committee which may be
      necessary and proper;

   -- represent the Committee in connection with any litigation,
      disputes or other matters that may arise in connection with
      Fortress; and

   -- represent the Committee in connection with any other
      matters for which the Committee's other counsel has a
      conflict of interest.

Pachulski Stang will be paid on an hourly basis, and will be  
reimbursed of actual, necessary expenses and other charges
incurred.  The principal attorneys and paralegals presently
designated to represent the Committee and their standard hourly
rates are:

     Professional                   Rate
     ------------                   ----
     Laura Davis Jones              $775
     Brad R. Goshall                 725
     Alan K. Kornfeld                625
     Curtis A. Hehn                  445
     Louise Tuschak                  195

Laura Davis Jones, Esq., a partner at Pachulski Stang, attests
that her firm does not hold any interest adverse to the Debtors,
their estates, their creditors, and the Committee.  Pachulski
Stang is a "disinterested person" as that term is applied in
Section 101(14) of the Bankruptcy Code.

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

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

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BLUE WATER: Creditors Committee Wants Cases Converted to Ch. 7
--------------------------------------------------------------
The committee representing unsecured creditors of Blue Water
Automotive Systems, Inc., et al., asks the U.S. Bankruptcy Court
for the Eastern District of Michigan, Southern Division to covert
Blue Water's bankruptcy proceedings to cases under Chapter 7 of
the Bankruptcy Code.

The Official Committee of Unsecured Creditors says it is
convinced that the Debtors are losing substantial sums of money
in order to continue producing parts for their customers and have
no realistic plan that could compensate for these losses.

Ryan D. Heilman, Esq., at Schafer and Weiner, PLLC, in Bloomfield
Hills, Michigan, relates after discussions with various parties-
in-interest, and analysis of the financial information provided
by the Debtors, the Committee has determined that the
circumstances "clearly and unambiguously" demands that the
Chapter 11 cases to Chapter 7 pursuant to Section 1112 of the
Bankruptcy Code.

"The Court should not be reluctant to convert these cases based
on considerations of the effects of a shutdown on the Debtors'
employees or customers," Mr. Heilman avers.  The Committee
believes that the Debtors' businesses can, and should, continue
in operation in a Chapter 7, albeit in a more efficient manner
calculated to benefit creditors and not solely to benefit
customers.

The Committee also noted that if Blue Water's customers need
continued production, they should be willing to pay the actual
costs of that production.  The company's $25,000,000 of DIP
financing from Citizens Bank, which was already approved on an
interim basis by the Bankruptcy Court, already requires certain
financial accommodations from major customers, which include Ford
Motor Company, General  Motors Corporation, and Chrysler LLC.

The Court, according to the Committee, should not be hesitant to
convert these cases due to the Debtors' impending plan to sell
the Debtors as a going concern.  "A Chapter 7 Trustee is at least
as able to sell a business as the debtors-in-possession, and will
be able to independently calculate the timing and method of any
sale or wind down of the Debtors' businesses in the most
efficient and cost-effective manner to maximize the return to the
Debtors' creditors, as required by the Bankruptcy Code," Mr.
Heilman asserts.

The Creditors Committee is comprised of Poly One Distribution,
Rhetech, Inc., Ineos USA, LLC, Sentech On-Site Services, DTE
Energy, Plastomer Corporation, and Sundance Products Group, LLC.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy
counsel.  Administar Services Group LLC acts as the Debtors'
claims, noticing, and balloting agent.  Blue Water's bankruptcy
petition lists assets and liabilities each in the range of
US$100 million to US$500 million.  (Blue Water Automotive
Bankruptcy News, Issue No. 9, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)


BLUE WATER: Balks at CIT Demand for Adequate Protection Payments
----------------------------------------------------------------
Blue Water Automotive Systems, Inc., and its debtor-affiliates ask
the United States Bankruptcy Court for the Eastern District of
Michigan to deny the request of CIT Group/Equipment Financing,
Inc. and CIT Capital USA, Inc. to lift automatic stay because the
CIT entities failed to substantiate their claim of $797,000 per
month depreciation rate of their collateral.

The Debtors note that CIT Entities cannot show evidence that the
diminution of their collateral's value is attributable during the
collateral's stay in the Debtors' custody on the bankruptcy filing
date.

As reported by the Troubled Company Reporter on March 7, 2008, CIT
sought the lifting of the automatic stay to enforce the
prepetition agreements with the Debtors.  In the alternative, CIT
demanded adequate protection from the Debtors' continued use of
property securing the Debtors' obligations under the parties'
prepetition agreements.

The Debtors and CIT Capital are parties to a Promissory Note,
which is secured by certain mortgages encumbering the Debtors'
properties in Tuscola, Sanilac, and St. Clair Counties, Michigan;
certain Assignments of Rents and Leases; and an Indemnity and
Guaranty Agreement, dated May 17, 2006.  

In addition, the Debtors and CIT Equipment Financing, Inc., are
parties to a prepetition Master Lease Agreement under which CIT
Equipment Financing provided financing or financing leases for the
Debtors' benefit.

CIT alleged that as of the Petition Date, the Debtors owed it
$14,831,875 under the Loan Documents, and $14,314,584 under the
Master Lease Agreement.

CIT argued that it is necessary to lift the automatic stay for the
CIT Entities to enforce the Prepetition Agreements against the
Debtors because the Debtors have been using CIT's Collateral since
the Petition Date without providing adequate assurance payments to
CIT.

In their objection, the Debtors further noted that the CIT
Entities fell short in proving that the Debtors have failed to
provide adequate protection to the collateral at issue.

Judy A. O'Neill, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, asserts that the Court, in its interim order authorizing
the Debtors to incur postpetition financing, explicitly found that
the Adequate Protection Payments provided in the Interim Order
constitute adequate protection under the Bankruptcy Code.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.  (Blue Water Automotive Bankruptcy News, Issue
No. 8; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/ or  215/945-7000)


BLUE WATER: Gets OK to Hire Huron as Financial Consultants
----------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Michigan granted Blue Water Automotive Systems, Inc., and its
debtor-affiliates' authority to employ Huron Consulting Services,
LLC, as their financial consultants, nunc pro
tunc to February 12, 2008.

As reported by the Troubled Company Reporter on March 24, 2008,
Huron Consulting and the Debtors entered into an Engagement
Agreement on January 21, 2008, which provides for Huron Consulting
to act as exclusive financial consultants to the Debtors in
connection with modifying their credit arrangements and commercial
terms with certain customers.  The Debtors believe that continued
representation by Huron Consulting is critical to their efforts to
restructure their business.

The Debtors will compensate Huron Consulting's professionals based
on actual hours rendered at these rates:

                Title                   Hourly Rate
                -----                   -----------        
                Managing Director          $625
                Director                   $550
                Manager                    $450
                Associate                  $350
                Analyst                    $275

On a monthly basis, the Debtors will reimburse the firm all
reasonable and actual out-of-pocket expenses it incurs.

John C. DiDonato, managing director at Huron Consulting, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.  (Blue Water Automotive Bankruptcy News, Issue
No. 8; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/ or  215/945-7000)


CAIRN MEZZ IV: Moody's Slashes Ratings on Six 2047 Note Classes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Cairn Mezz ABS CDO IV, Ltd.:

Class Description: $292,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $78,000,000 Class A1J 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: $52,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $30,500,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

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

Class Description: $20,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $8,500,000 Class B2 Mezzanine Secured
Deferrable Interest 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.


CAIRN MEZZ I: Six Classes of 2046 Notes Get Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Cairn Mezz ABS CDO I PLC:

Class Description: $55,000,000 Class II Senior Floating Rate Notes
Due 2046

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

Class Description: $49,000,000 Class III Senior Floating Rate
Notes Due 2046

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

Class Description: $11,000,000 Class IV Senior Floating Rate Notes
Due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $13,000,000 Class V Mezzanine Floating Rate
Deferrable Notes Due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $20,500,000 Class VI Mezzanine Floating Rate
Deferrable Notes Due 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $6,500,000 Class VII Mezzanine Floating Rate
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.


CALDECOTT CDO: 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
Caldecott CDO 1, Ltd.:

Class Description: $200,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2048

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

Class Description: $125,000,00 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2048

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

Class Description: $65,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2048

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

Class Description: $40,500,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2048

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

Additionally, Moody's downgraded these notes:

Class Description: $16,500,000 Class C Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2048

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

Class Description: $18,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2048

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

Class Description: $10,500,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2048

  -- 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.


CARDIMA INC: Board Appoints CEO Robert Cheney as Acting CFO
-----------------------------------------------------------
The Board of Directors of Cardima Inc. appointed Robert Cheney as
acting chief financial officer of the company on March 20, 2008.

Mr. Cheney has been a director of the company since February 2006,
and its chief executive officer since August 2007.  Mr. Cheney has
been a corporate consultant based in Hong Kong since January 2001.
Mr. Cheney is also a director and shareholder of Apix
International Limited, a principal stockholder of the company.  

Mr. Cheney was previously the chairman and chief executive officer  
of a Hong Kong based telecommunications and internet services
company.  

                        About Cardima Inc.

Headquartered in Fremont, California, Cardima Inc. (OTC BB:
CRDM.OB) -- http://www.cardima.com/-- has developed the  
PATHFINDER(R) and REVELATION(R) Series of diagnostic catheters,
the INTELLITEMP(R) Energy Management Device, and the Surgical
Ablation System.  The REVELATION(R) Series of ablation catheters
with the INTELLITEMP(R) EP Energy Management Device was developed
and marketed for the treatment of atrial fibrillation after
receiving CE mark approval in Europe; it is not currently
available in the U.S.

                          *     *     *

Marc Lumer & Company, in San Francisco, expressed substantial
doubt about Cardima Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring losses from operations.


CASA DE CAMBIO: Sues Wachovia to Disgorge $40MM Preference Payment
------------------------------------------------------------------
Casa de Cambio Majapara S.A. de C.V. wants Wachovia Bank NA to
return a $40 million preferential payment the Debtor made in
December 2007, Bill Rochelle of Bloomberg News reports.

The charge was made to counter a $24.7 million fraud lawsuit
Wachovia filed against the Debtor.

Mr. Rochelle recounts that Wachovia's lawsuit alleges that the
debtor got $38 million but failed to perform its duty in a foreign
exchange spot deal.  Wachovia related in the complaint that the
Debtor later revealed it had no cash available and warned that a
judgment would be considered a bad debt if Wachovia made efforts
to enforce its rights.

Headquartered in Mexico City, Casa de Cambio Majapara S.A. de C.V.
aka Majapara Casa de Cambio is engaged in financial transactions
processing, reserve, and clearing house activities.  The company
filed for Chapter 11 protection on March 5, 2008 (Bankr. N.D.
Illinois).  Andrew L. Wool, Esq., at Katten Muchin Rosenman, LLP,
in Chicago, Illinois, represent the Debtor.  When the Debtor filed
for protection from its creditors, it listed assets and debts
between $10 million to $50 million.


CELL THERAPEUTICS: Dec. 31 Balance Sheet Upside-Down by $134.1 MM
-----------------------------------------------------------------
Cell Therapeutics Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $73.5 million in total assets, $181.4 million in
total liabilities, and $26.2 million in no par value convertible
preferred stock, resulting in a $134.1 million total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $22.6 million in total current
assets available to pay $53.5 million in total current
liabilities.

For the quarter ended Dec. 31, 2007, Cell Therapeutics Inc.
reported a net loss of $37.6 million, on revenues of $67,000,
compared to a net loss of $35.6 million, on revenues of $20,000
for the same period in 2006.

For the year ended Dec. 31, 2007, the company reported a net loss
of $138.1 million, which includes $24.6 million in acquired in-
process research and development expense associated with the
acquisitions of Systems Medicine and Zevalin.  This compares to a
net loss of $135.8 million for the same period in 2006.  In 2007,
the company recorded make-whole interest expense of $2.3 million
compared to $24.8 million in 2006, which was primarily related to
conversions of its 6 3/4% convertible notes during 2006.

Revenues were $127,000 for the year ended Dec. 31, 2007, compared
with revenues of $80,000 in 2006.

The company ended the year with cash and cash equivalents,
securities available-for-sale and interest receivable of
approximately $18.4 million.  

In January 2008, the company sold shares to Societe Generale,
pursuant to the Step-Up Equity Financing Agreement, for gross
proceeds of approximately $1.27 million.  In March 2008, the
company raised approximately $35.5 million in gross proceeds from
the sale of convertible senior notes after taking into
consideration $16.2 million paid as a conversion inducement to
preferred securities holders, which eliminated $21.5 million of
redeemable preferred stock.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?29ae

                   About Cell Therapeutics Inc.

Based in Seattle, Cell Therapeutics Inc. (NasdaqGM: CTIC) --
http://cticseattle.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.


CHAMPION ENTERPRISES: Posts $6MM Net Loss in Quarter Ended Dec. 29
------------------------------------------------------------------
Champion Enterprises, Inc. disclosed results for its fourth
quarter and fiscal year ended Dec. 29, 2007.  Revenues for
the quarter increased 8.2% to $325.6 million compared to
$300.9 million for the fourth quarter of 2006.  The company
reported a net loss for the quarter of $6.0 million, compared to
net income of $3.6 million for the same period of the prior year.

Revenues for the full year 2007 decreased 6.7% to $1.27 billion
compared to $1.36 billion reported for 2006.  Net income for 2007
totaled $7.2 million, compared to net income of $138.3 million in
2006.  Net income in 2006 included $101.9 million of income from
the reversal of the previously recorded deferred tax valuation
allowance and $4.7 million of pre-tax gains from property sales.

"While our earnings continue to be pressured by deteriorating
conditions in the U.S. housing markets, our efforts to diversify
and build a strong international platform continue to mitigate
these pressures," William Griffiths, chairman, president and chief
executive officer of Champion Enterprises, Inc., stated.  "Our
non-U.S. revenues increased 135 percent in 2007, contributing over
30 percent of our total revenues and strong cash returns.

"Thanks to the focused work of our operations both in North
America and internationally, our free cash flow improved over 60
percent to $69 million in 2007 despite a decline in reported
earnings for the year.  As a result our cash position continued to
improve, ending 2007 at $135 million.  This, coupled with the
successful refinancing we completed during the fourth quarter,
leaves Champion well positioned to continue to execute its growth
and diversification strategies."

At Dec. 29, 2007, the company's balance sheet showed total assets
of $1.0 billion and total liabilities of $701.8 million, resulting
a $319,846 stockholders' equity.

Based in Auburn Hills, Michigan, Champion Enterprises Inc. (NYSE:
CHB) -- http://www.championhomes.com/-- operates 31 manufacturing    
facilities in North America and the United Kingdom working with
independent retailers, builders and developers.  The Champion
family of builders produces manufactured and modular homes, as
well as modular buildings for government and commercial
applications.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007;
Standard & Poor's Ratings Services raised its ratings on Champion
Enterprises Inc.'s senior notes due 2009 and on Champion Home
Builders Co.'s senior secured credit facility to 'B+' from 'B'.
At the same time, S&P upgraded the recovery ratings on the senior
notes and the credit facility to '3' from '5'.  Concurrently, S&P
affirmed the 'B+' corporate credit ratings.  The outlook for both
entities is stable.


CHESAPEAKE ENERGY: $950MM Share Offering Won't Affect S&P's Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Chesapeake Energy Corp. (BB/Positive/--) were not
immediately affected by the company's announced offering of 20
million common shares with about $950 million in expected cash
proceeds.  

Proceeds will be used to fund the company's expanded capital
spending program in 2008 and 2009.  S&P continues to monitor the
company's operating performance, its anticipated 2008 credit
metrics, and its pending volumetric production payment and
midstream monetization transactions.


CHEVY CHASE: Moody's Junks Individual Ratings From 'B/C'
--------------------------------------------------------
Fitch Ratings affirmed Chevy Chase Bank, F.S.B.'s long-term Issuer
Default Rating at 'BBB-' and downgraded the short-term IDR and
Individual Ratings to 'F3' and 'C', respectively.  The Rating
Outlook remains Negative.  The downgrades are driven by the impact
of the challenging operating environment in the mortgage banking
segment.  Fitch rates CCB:

  -- Long-term IDR affirmed at 'BBB-';
  -- Long-term deposits affirmed at 'BBB';
  -- Short-term IDR downgraded to 'F3' from 'F2';
  -- Short-term deposits downgraded to 'F3' from 'F2';
  -- Individual downgraded to 'C' from 'B/C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

The affirmation of the long-term IDR reflects continued strengths
of CCB: strong retail franchise, solid core deposit base, strong
risk management (especially of some mortgage products that Fitch
views as having higher risk characteristics, such as payment
option ARMs), and the continued manageable level of nonperforming
loans and net charge offs.

That said, Fitch views the likelihood of increased loan
delinquency in 2008 as strong, given headwinds experienced in the
housing sector.  CCB's loan portfolio is concentrated in loans
secured by residential properties (83% at Dec. 31, 2007), with
payment option ARMs representing over one-third of the portfolio.   
Home equity products, representing 13% of total loans, experienced
a modest deterioration during the most recent quarter.

Provisioning for reserves is likely to continue to pressure
earnings.  As Fitch initially stated in mid-2007, the reserve
coverage ratio continues to remain very low despite a $22 million
provision during fourth quarter 2007 (4Q07).  Capital ratios,
while adequate and well in excess of regulatory requirements,
could face moderate stress particularly if asset quality erosion
continues to impact earnings.

Fitch's downgrade of the short-term IDR and Individual ratings
reflects the profitability pressure that CCB has experienced
through fiscal 2007 and into 2008, evidenced by the modest loss
CCB reported in the quarter ended Dec. 31, 2007.  Expected
earnings pressure combined with the company's obligations on its
preferred debt and balance sheet growth will likely reduce capital
levels.

Also a consideration in Fitch's downgrade of the short-term IDR is
the reduced flexibility due to less favorable terms and pricing in
the capital markets for residential mortgage securitizations.   
Profitability is expected to be negatively impacted by falling
mortgage banking revenue, increased provisioning for loan loss
reserves, and the likelihood of a decline in CCB's NIM due to the
recent interest rate actions taken by the Federal Reserve.  At the
same time, positive results from the asset management line of
business and deposit fee income are somewhat offsetting.

The Negative Outlook reflects Fitch's concern and the uncertainty
regarding the pace and degree of deterioration in asset quality
particularly in CCB's residential mortgage book.


CHURCH MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Church Mortgage and Loan Corp.
        620 North Wymore Road
        Suite 240
        Maitland, FL 32751

Bankruptcy Case No.: 08-02363

Chapter 11 Petition Date: March 28, 2008

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Elizabeth A Green, Esq.
                     (bankruptcynotice@lseblaw.com)
                  Latham Shuker Eden & Beaudine LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  http://www.lseblaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sharon Bradley                 bond                  $514,000
2721 Lippards Creek Lane
Lincolnton, NC 28092

Agnes D. Sharpe                bond                  $475,000
113 Buckhead Drive
Irmo, SC 29063

Schoenfelder Family Trust      bond                  $451,000
1868 Reese Road
Clifton, NY 14432

Robert F. Silva                bond                  $450,000
211 Willow Valley Square
Apartment D-322
Lancaster, PA 17602

John Herl                      bond                  $415,250
1516 Southwest 30th Avenue
Fort Lauderdale, FL 33312-3842

Whisennant Family Trust        bond                  $412,250
Elizabeth Whisennant, TTEE
1035 Greenhaven Drive
West Columbia, SC 29170

Lila M. Brauen                 bond                  $343,500
4606 Tinsley Drive
Orlando, FL 32839

Ernest L. Tanksley             bond                  $330,000
5727 Manchester Drive East
Lakeland, FL 33810

Everett Huneycutt              bond                  $325,000
20410 Island Forest Drive
Cornelius, NC 28031

Alma L. Breece                 bond                  $324,500
1430 Goose Gap Road
Sevierville, TN 32876

Hattie L. Thacher              bond                  $294,000
5005 Capulet Circle
Myrtle Beach, SC 29588

First Baptist Church of Belle  bond                  $275,000
Glade
17 Northwest Avenue B
Belle Glade, FL 33430

David C. Starkey               bond                  $255,000
12800 Spruce Tree Way
Apartment 217
Raleigh, NC 27614

Roger D. Copenhaver            bond                  $240,000

Deane W. Pringle               bond                  $235,000

Julia Davis Rufer              bond                  $200,000

Keith Cook                     bond                  $200,000

Mildred O. Armstrong           bond                  $200,000

Thelen Reid Brown Raysman &    attorney fees         $195,555
Steiner

George Diaz TOD Jesse          bond                  $179,000


CLEAR CHANNEL: To Defer Q1 Dividend Due to Delay in Merger
----------------------------------------------------------
In a statement on March 28, 2008, Clear Channel Communications,  
Inc., said its Board of Directors has determined to defer
consideration of a first quarter dividend payable to shareholders.  
Historically, the Board has declared a dividend to shareholders of
record on the last day of a quarter, with payment on or before the
15th of the following month.

The Board of Directors took this action after receiving a request
from Bain Capital and Thomas H. Lee Partners to defer the payment
date in light of the delayed closing of Clear Channel's merger
with CC Media Holdings, Inc.  In support of their continued
efforts to close the merger, the Company has agreed to honor that
request.

                         *     *     *

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 LP and Bain Capital LLC.  The
deal includes $19.4 billion of equity and $7.7 billion of debt.  
Clear Channel expected to close the transaction March 31, 2008.

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.

As reported on the Troubled Company Reporter on March 27, 2008,
the buyers filed complaints in New York state court in Manhattan
and in Bexar County, Texas to force financiers of the deal to keep
a promise to fund the deal.  Clear Channel joined the
suit in Texas.  The TCR reported on March 28, 2008 that a judge in
Texas issued a restraining order forbidding the banks from
refusing to fund the merger.  The banks filed a notice to try to
move the suit to federal court.  Reports say the banks didn't show
up to a meeting of the company and buyers even after a judge
issued the restraining order.

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

Standard & Poor's Ratings Services said its ratings on Clear
Channel Communications, 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.

                       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: Trial Regarding Financing of Merger Set April 8
--------------------------------------------------------------
A full trial on a temporary restraining order issued by a Texas
court to force financiers of the proposed acquisition of Clear
Channel Communications Inc. to honor a financing deal is set
April 8, 2008.

On March 26, 2008, Clear Channel Communications, Inc. -- joined by
CC Media Holdings, Inc., a corporation formed by private equity
funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee
Partners, L.P. -- filed a cause of action for tortious
interference against Citigroup Global Markets, Inc., Citicorp USA,
Inc., Citicorp North America, Inc., Morgan Stanley Senior Funding,
Inc., Credit Suisse Securities USA, LLC, RBS Securities
Corporation, Wachovia Investment Holdings, LLC, Wachovia Capital
Markets, LLC and Deutsche Bank Securities Inc. that had committed
to finance the debt to be issued in connection with the previously
announced acquisition of the Company by CC Media Holdings, Inc.

"The financial risk to the banks in this suit dwarfs any risk they
think they have in funding the debt," said Mark Mays, CEO of Clear
Channel Communications in the March 26 statement.

"The behavior of these banks is irresponsible, unprofessional and
unjustified. The Defendants have made clear that they are
determined, by any means possible, to destroy the merger and thus
avoid their obligation to fund, as they are required legally to
do."

Bain Capital and THL Partners issued this statement: "We want to
do this deal. We are ready to close, have funded the equity
portion of the purchase consideration, maintain our enthusiasm for
the investment, and are fully prepared to fulfill our contractual
obligations to complete the deal."

On March 27, 2008, the Company said that, in connection with the
cause of action, a temporary restraining order had been issued by
the District Court of Bexar County, Texas, ordering that the
Banks, among other things, must not "interfere with or thwart
consummation of the Merger Agreement" by refusing to fund the
Merger.  A hearing to determine whether the temporary restraining
order should be made a temporary injunction pending a full trial
on the merits is scheduled for April 8, 2008.

The Company previously announced that it anticipated that the
closing of the Merger would occur on or before March 31, 2008.
Representatives of the Company and the Sponsors met on March 27,
2008, at a time previously noticed by the Sponsors to the Company
and the Banks for a closing of the merger.  At that meeting, each
of the Company and the Sponsors confirmed that they were ready,
willing and able to consummate the Merger and that each of the
Sponsors was prepared to fund their equity commitments.

The Company and the Sponsors further confirmed that all of the
conditions to the closing of the Merger under the merger agreement
had been satisfied. The Sponsors informed the Company, however,
that they would not be able to consummate the merger at that time
due to the failure of the Banks to provide the required financing
in accordance with the Banks' binding commitments.

Representatives of the Banks failed to attend the previously
noticed meeting. The Company continues to be ready, willing and
able to consumate the Merger under the merger agreement, which
remains in effect. The Company is unable, however, to estimate a
closing date at this time and cautions the markets that a closing
may not occur.

                       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.

                      *     *     *

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

Standard & Poor's Ratings Services said its ratings on Clear
Channel Communications, 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.


CLEAR CHANNEL: Moody's Maintains Rating Review Pending Acquisition
------------------------------------------------------------------
On March 26, 2008, Clear Channel Communications, Inc. and
affiliates of the Thomas H. Lee Partners, L.P. and Bain Capital
Partners, LLC, filed a lawsuit against the banks who had committed
to financing the debt in connection with their $26 billion merger.   
Subsequently, a Texas judge issued a restraining order in favor of
Clear Channel.

The company's ratings remain under review for possible downgrade
pending closing of the acquisition.  Moody's will continue to
monitor developments in order to assess the likelihood that the
transaction will close.

If the buyout is completed, the company's pro-forma leverage is
expected to increase substantially and the post-acquisition
company will have significantly weaker credit metrics.  Assuming
the transaction is completed as currently contemplated, Clear
Channel will likely be assigned a Corporate Family Rating of B2
and the rating on the existing senior notes is likely to be
notched down to Caa1 based on their expected subordination to the
new senior secured debt facilities and the new senior notes.

In the event the proposed leveraged buyout does not close, Clear
Channel's ratings still have a high probability of being
downgraded to speculative grade based on the company's now
demonstrated predilection for shareholder friendly behavior.  If
the buyout does not close, the review will focus on the company's
business strategy and financial policy including management's
tolerance for financial risk.

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


COLLEZIONE EUROPA: Organizational Meeting Set Today to Form Panel
-----------------------------------------------------------------
The United States Trustee for Region 3 in New Jersey will hold an
organizational meeting of creditors in the Chapter 11 cases of
Collezione Europa USA, Inc., on Wednesday, April 2, 2008, at 11:00
a.m., at the United States Trustee's Office, One Newark Center,
14th Floor, Room 1401 in Newark, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of creditors in the Debtors' cases.

The meeting is not a meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  A representative of the Debtors,
however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

                 About Collezione Europa USA, Inc

Based in Englewood, N.J., Collezione Europa USA, Inc. --
http://www.czeusa.com/-- was founded in 1984. Since the inception   
of the company, the sole focus has been imports from different
parts of the world . The Company presently imports from the
Philippines, China, Taiwan and Mexico. Collezione Europa maintains
an inventory of more than 250,000 items.  The Company operates a
450,000 square foot warehouse in Claremont, North Carolina. In
July 2005 Collezione established a new showroom at the Las Vegas
World Market Center, Las Vegas. The Company also has a showroom in
High Point, North Carolina.

The company and two of its subsidiaries filed for bankruptcy
protection on Feb. 29, 2008 (Bankr. D.N.J., Case No. 08-13599).  
Sam Della Fera, Esq. at Trenk, DiPasquale, Webster, Della Fera &
Sodono represents the Debtors in their restructuring efforts.  
When the company filed for bankruptcy petition, it listed assets
of $10 million to $50 million and debts of $10 million to $50
million.


CONGOLEUM CORP: Gets $3 Mil. Settlement from Protective National
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Congoleum Corporation to enter into a settlement
resolving a claim against Protective National Insurance Co. of
Omaha, which went into liquidation in 2004, Bill Rochelle of
Bloomberg News reports.  Congoleum, which originally had a
$6 million claim, settled for $3 million, expecting to receive
$750,000 by April 30, 2008, and the rest over time.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and james R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., of Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.


CONNORS BROS: S&P Puts 'B+' Ratings on Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and bank loan ratings on Toronto-based Connors
Bros. Income Fund on CreditWatch with negative implications.  The
'3' recovery rating on the bank loan is unchanged.
     
"The CreditWatch placement reflects concerns that Connors'
operating earnings, which weakened in 2007 excluding the product
recall, will be lower in 2008 as well," said Standard & Poor's
credit analyst Lori Harris.  Furthermore, the company's credit
protection measures weakened significantly in 2007.
     
"Connors' operating performance was hit hard in 2007 because of
the company's recall of certain meat products in the U.S. and
Canada through its Castleberry's Food Co. subsidiary," Ms Harris
added.

This recall was the result of potential contamination to the food
from underprocessing at its plant in Augusta, Georgia.  Because of
the temporary production stoppage of the recalled product, as well
as lower volumes sold of products in other categories, total case
volume declined 7.7% in 2007 compared with 2006.  Connors was able
to partially offset the resulting sales decline with price
increases on certain products and a better product mix.  Volumes
will be affected again in 2008 as the U.S. Food and Drug
Administration required Connors to temporarily halt production at
this same plant earlier in March.      

The company recorded asset impairment charges of $82 million in
2007 stemming from the reduction in the valuation of goodwill,
trademarks, property, plant, and equipment for the meat business.   
In addition, management estimates that the recall impact on 2007
net earnings was $35 million related to, among other things,
destroyed product, inventory costs, and factory overhead expenses
for under-used plant space.
     
The company is now evaluating strategic options for the meat
division, including possibly divesting of some or all of the
business.  The review should be completed by the end of second-
quarter 2008.
     
To resolve its CreditWatch listing, Standard & Poor's will meet
with management and review Connors' overall operating and
financial strategies.


CONSONA ERP: S&P Changes Outlook to Negative; Retains 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Indianapolis-based Consona ERP Inc. to negative from stable.  The
corporate credit rating was affirmed at 'B-'.
     
"The outlook revision reflects weaker-than-anticipated operating
performance and limited financial flexibility resulting from
existing bank agreement requirements," said Standard & Poor's
credit analyst Molly Toll-Reed.
     
The rating reflects Consona's rapid growth through acquisitions
and high debt leverage.  These factors are offset only partially
by the company's good presence in its target midmarket customer
segment and significant recurring revenue base.
     
Consona is a second-tier player in the Enterprise Resource
Planning market and a provider of Customer Relationship Management
solutions to upper midmarket and global 2000 clients.


CREATIVE GROUP: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Creative Group Inc.
        fdba Mantra
        fdba Tangerine
        fdba Utopia Sound & Vision
        fdba 91 East
        fdba Creative Group CT
        1601 Broadway, 10th Floor
        New York, NY 10019

Bankruptcy Case No.: 08-10975

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Animagic LLC                             08-10976
      Fangoria Entertainment Inc.              08-10977
      Moe Greene Entertainment LLC             08-10978
      Nate the Great LLC                       08-10979    
      Starlog Group Inc.                       08-10980
      Starlog Entertainment Inc.               08-10981
      Starlog Licensing of America Inc.        08-10982
      Tangerine LLC                            08-10983

Chapter 11 Petition Date: March 21, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Kenneth A. Rosen, Esq.
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Rosaland, NJ 07068
                  Tel: (973) 597-2548
                  Fax: (973) 597-2549
                  krosen@lowenstein.com

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $1,000,001 to $10 million

Debtor's list of its 21 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
American Express                 trade             $85,000
Attn: Joshua T. Reitzas, Esq.
Jaffe & Asher LLP
600 Third Avenue
New York, NY 10016

Troutman Sanders                 legal services    $79,564
600 Peachtree Street
Suite 5500
Atlanta, GA 30308-2216

United Healthcare                insurance         $75,000
Lock Box 10151,
Suite 307
5505 N. Cumberland Avenue
Chicago, IL 60656

Sony Electronics Inc.            trade             $74,261

Empress Media Inc.               trade             $63,319

Direct Energy Systems Inc.       utility           $56,281

Taylor & Taylor Associates Inc.  insurance         $37,102

Banta Publications Group         trade             $27,410

Moviola                          trade             $26,483

Times Square JV LLC              operating         $20,000
                                 expenses

Discreet                         trade             $17,629

Staples Inc. Credit Plan         credit plan       $17,354

Francis Manzella Design Ltd.     trade             $16,292

H & S Graphics                   trade             $11,930

Canon USA Inc.                   trade             $9,300

Chase Moving & Storage           trade             $8,357

Sublime Entertainment            trade             $8,000

CDW Corporation                  trade             $6,566

GRS Systems                      trade             $4,953

Dahill Moving & Storage          trade             $5,084


CREDIT SUISSE: Moody's Maintains Low-B Ratings on Three Classes
---------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston's commercial
mortgage pass-through certificate, series 2002-CP3:

  -- $50.2 million class A-2 at 'AAA';
  -- $521.9 million class A-3 at 'AAA';
  -- Interest-only classes A-SP and A-X at 'AAA';
  -- $34.7 million class B at 'AAA';
  -- $40.3 million class C at 'AAA';
  -- $9.0 million class D at 'AAA';
  -- $10.1 million class E at 'AAA';
  -- $14.6 million class F at 'AA+';
  -- $15.7 million class G at 'A';
  -- $11.2 million class H at 'A-';
  -- $17.9 million class J at 'BBB';
  -- $6.7 million class K at 'BBB-';
  -- $4.5 million class L at 'BB';
  -- $11.2 million class M at 'B+';
  -- $4.5 million class N at 'B-'.

Fitch does not rate the $13.5 million class O certificate.  Class
A-1 has paid in full.

Although the transaction benefits from increased credit
enhancement due to 4.9% in defeasance since Fitch's last rating
action, affirmations are warranted due to a high percentage of
Fitch Loans of Concern.  As of the March 2008 distribution date,
the pool has paid down by 14.5% to $765.8 million from
$895.7 million at issuance.  Twenty two loans (30.2%) are fully
defeased, including the third largest loan (7.5%) in the pool.

There are currently no delinquent or specially serviced loans.
Fitch has identified and is monitoring 16 loans of concern (21.7%)
that are experiencing declines in occupancy and debt service
coverage ratios.  The largest loan of concern (5.4%) is secured by
a 1,083-unit multifamily property located in Maryland Heights,
Missouri.  The loan is current, but the property has experienced
cash flow declines since 2004 due to falling occupancy.

The borrower attributes low occupancy to an ongoing construction
project to expand the lanes on one of the roads adjacent to the
property.  The borrower is aggressively marketing the vacant units
through concessions and heavy advertising; occupancy was 84% with
a servicer-reported DSCR on net operating income of 0.96 times as
of September 2007.

The second largest Fitch loan of concern (4.3%) is secured by a
288,948 square foot retail shopping center located in Secaucus,
New Jersey.  The loan is current, but occupancy has fallen to 56%
as of September 2007 because the center is under going a
renovation, and several tenants have vacated as part of the
process.

The third largest Fitch loan of concern (2.7%) is secured by a
390-unit multifamily property located in Houston, Texas.  The loan
is current, but the property has experienced cash flow declines
since 2004 due to falling occupancy, which was 88% as of September
2007.  The servicer-reported DSCR on NOI was 0.93.

Fitch reviewed the performance of the transaction's shadow rated
loan which is secured by the Westfarms Mall (9.6%), a 600,148 sf
retail center located in Farmington, Connecticut.  The trust's
$73.9 million A-note balance is pari-passu with another A-note and
senior to a $52.0 million B-note, both of which are held outside
of this transaction.  The mall has exhibited improved performance
since issuance.  Year-end 2007 (YE 2007) occupancy was 98.8%,
compared to 96% at issuance.

The loan matures on July 11, 2032. Fitch's DSCR on adjusted net
cash flow as of YE 2007 was 2.22x, compared to 1.90x at issuance.   
Fitch's adjusted NCF is calculated using a stressed debt service
based on the current loan balance and a hypothetical mortgage
constant.  The loan maintains an investment grade shadow rating.


CROSS ATLANTIC: Wants to Hire Angstman Johnson as Attorney
----------------------------------------------------------
Cross Atlantic Real Estate, LLC, asks the United States Bankruptcy
Court for the District of Idaho for authority to employ Angstman,
Johnson & Associates, PLLC, as bankruptcy counsel in its chapter
11 case.

Angstman Johnson is expected to perform any and all and other
legal services for the Debtor as debtor-in-possession, including
providing legal advice on matters of Idaho and local law.

The Debtor will pay the firm at its standard hourly rates:

      Professional                 Rate
      ------------                 ----
      Partners                     US$225
      Associates                   US$165
      Paralegal                    US$65-US$85

The Debtor attests that the firm does not hold any adverse
interest in the Debtor's estates.  Moreover, the Debtor notes that
employment of the firm is necessary and in the best interest of
its estates.

The firm can be reached at:

   Thomas J. Angstman, Esq.
   Angstman, Johnson & Associates, PLLC
   3649 Lakeharbor Lane
   Boise, ID 83703
   Tel: (208) 384-8588
   Fax: (208) 853-0117

Based in Tamarack, Idaho, Cross Atlantic Real Estate, LLC owns and
manages ski resort and land developer Tamarack Resorts, LLC.  The
company filed for Chapter 11 protection on Feb. 15, 2008 (Bankr.
N.D. Fla. Case No. 08-00249).  Thomas J. Angstman, Esq. at
Angstman, Johnson & Associates, PLLC represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $44,190,000 and total
debts of $0.


CROWN PLAZA: Wants to Employ SulmeyerKupetz as General Counsel
--------------------------------------------------------------
Crown Plaza Development, LLC asks the United States Bankruptcy
Court for the Central District of California for authority to
employ SulmeyerKupetz as its general bankruptcy counsel.

As general bankruptcy counsel, SulmeyerKupetz is expected to:

   a. assist with the examination of claims of creditors in order
      to determine their validity;

   b. advise and counsel the Debtor in connection with legal
      issues, including the use, sale or lease of property of the
      estate, obtaining credit, assumption and rejection of
      unexpired leases and executory contracts, payment of
      prepetition obligations, relief from the automatic stay and
      the like;

   c. analyze and commence and prosecute actions to enforce claims
      of the estate and to defend claims against the estate;

   d. negotiate with creditors for a plan of reorganization; and

   e. draft a plan of reorganization and disclosure statement.

The Debtor will pay the firm at its standard hourly rates:

      Professional                 Designation     Rate
      ------------                 -----------     ----
      John E. Venn, Jr., Esq.      Professional    $300
      Joan Grabau, Esq.            Legal Assistant $110

The firm can be reached at:

   Alan G. Tippie, Esq.
      (atippie@sulmeyerlaw.com)
   SulmeyerKupetz
   333 South Hope Street, Thirty-Fifth Floor
   Los Angeles, CA 90071-1406
   Tel: (213) 626-2311
   Fax: (213) 629-4520
   http://www.sulmeyerlaw.com/

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 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.


DANA VILLAS: Gets Interim OK to Use of Lender's Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave Dana Villas Associates LLC interim approval to use Cathay
Bank's cash collateral.

The cash collateral is generated by the rental income from a real
property with an office building at 33522 Niguel Road in Dana
Point, California, occupied by third party tenants.

The Debtor will use the fund to cover normal operating expenses of
its real property, including utilities, repairs, and maintenance.

The Court ordered the Debtor to pay Cathay Bank its normal monthly
payment of $32,828 for the months of January, February, and March
2008.  Cathay Bank is also granted a replacement lien on the real
property.

The Court received an objection to the Debtor's request to use
lenders' cash collateral from creditors Linco and Heritage-Orcas.

A final hearing on the Debtor's use of Cathay Bank's cash
collateral is set for April 1, 2008, at 10:30 a.m.

                        About Dana Villas

Headquartered in Mission Viejo, California, Dana Villas Associates
LLC filed for Chapter 11 protection on Dec. 11, 2007 (Bankr.
C.D. Calif. Case No. 07-14228).  Richard J. Reynolds, Esq., at
Turner, Reynolds, Greco & O'Hara, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
against its creditors, it listed total assets of $40,850,000 and
total debts of $27,500,000.


DAVIS SQUARE: Moody's Downgrades Ratings on Four Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Davis Square Funding VI,
Ltd.:

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

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

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

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

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

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

  -- 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.


DELTA AIR: May Merge with Northwest Without Pilot Support
---------------------------------------------------------
Northwest Airlines Corp. has proposed to Delta Air Lines Inc. that
they proceed with the merger even without the pre-arranged deal
from both carriers' pilots, various reports say, citing people
familiar with the situation.

The unnamed source said Delta hasn't rejected the idea, says The
Associated Press.

Earlier, the two airline companies agreed on most terms for a
tie-up.  However, the pilots leaders from both carriers were
unable to reach an agreement on an acceptable seniority
list integration.

The original deal between the parties included a common pilot
labor contract for their combined 11,000 pilots that would give
all of them raises, with Northwest's 5,000 aviators getting
heftier increases to bring them up to Delta levels.

Reports say the new approach may include a smaller pay package for
pilots.

"The pilots were given the chance to try to put this together and
make it work, but they couldn't," said Henry Harteveldt, an
analyst at Forrester Research Inc., Bloomberg News reports.

According to WSJ, the carriers are not required by law to come up
with pre-merger pilots' labor agreements to push through with the
deal.  Delta and Northwest, however, wanted to avoid a messy,
labor wrangle once the deal was consummated and, therefore, made
efforts to come up with a "common labor contract."

Despite the carriers' unsuccessful attempt on this end, slumping
stock prices and soaring fuel prices have urged both Delta and
Northwest to continue with the talks, said a person familiar with
the matter, says WSJ.  

Capt. Dave Stevens, chairman of the Northwest branch of the Air
Line Pilots Association, said, "[I]n order for any airline merger
to be successful, the pilots of both groups must be involved and
agree to the terms.  We will reserve our judgment and support
until the economic and  contractual elements of the agreement have
been negotiated," reports AP.

Delta refused to confirm whether her company has indeed received a
proposal from Northwest.

Delta Chief Executive Officer Richard Anderson has said he won't
do a merger unless worker seniority is protected.

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' Plan.  The Plan
took effect May 31, 2007.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 92; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000).

                          *     *     *

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


DELTA PETROLEUM: Posts $149.3 Million Net Loss in Year 2007
-----------------------------------------------------------
Delta Petroleum Corporation disclosed its financial and operating
results for the quarter and year ended Dec. 31, 2007.

For the quarter ended Dec. 31, 2007, the company reported total
production of 5.03 Bcfe, which was in the mid range of previously
stated guidance.  Production increased 34% when compared with the
fourth quarter of 2006 and 10% from third quarter 2007 levels.  
Total revenue increased 21% to $45.1 million in the fourth
quarter, compared with $37.3 million in the quarter ended Dec. 31,
2006.

Revenue from oil and gas sales increased 57% to $31.3 million,
compared with $19.9 million in the prior year quarter.  The
increase in oil and gas revenue when compared with the
corresponding period of the previous year was primarily due to the
significant increase in production from continuing operations.

Revenue from contract drilling and trucking fees decreased 32% to
$11.5 million, versus $16.9 million in the fourth quarter of 2006
due to an increase in DHS Drilling Company revenues from Delta
which are eliminated in consolidation.

EBITDAX totaled $26.6 million during the three months ended
Dec. 31, 2007, compared with $17.9 million in the three months
ended Dec. 31, 2006.  Discretionary cash flow increased 61% to
$22.5 million, versus $14.0 million in the comparable 2006
quarter.

The company reported a fourth quarter net loss of $30.0 million,
compared with a net loss of $10.5 million, in the fourth quarter
of 2006.  The fourth quarter 2007 loss included $11.3 million of
dry hole costs related to three exploratory wells, $5.4 million of
losses on ineffective derivative instruments, $4.8 million of non-
cash equity compensation expense and a $4.2 million loss
from DHS Drilling Company.

For the year ended Dec. 31, 2007, the company reported total
production of 17.8 billion cubic feet of natural gas equivalents.  
Production for the year ended increased 10% when compared to the
prior year.  Total revenue increased 12% to $164.2 million for the
year ended Dec. 31, 2007, compared with $146.7 million in the year
ended Dec. 31, 2006.

The company reported a net loss for the year ended Dec. 31, 2007
of $149.3 million, compared with net income of $435,000, or $0.01
per diluted share, for the year ended Dec. 31, 2006.  Net loss
increased significantly due to a $49.6 million increase in
valuation allowance required to be recorded against the company's
deferred tax assets beginning in the second quarter of 2007,
significant impairments and dry hole costs during 2007 which
totaled $85.1 million and non-cash equity compensation of $15.9
million.

EBITDAX totaled $83.0 million for the year ended Dec. 31, 2007,
compared with $76.4 million for the year ended Dec. 31, 2006.  
Discretionary cash flow increased 24% to $75.0 million, versus
$60.5 million in the comparable 2006 quarter.

As of Dec. 31, 2007, the company's balance sheet showed total
assets of $1.1 billion, total liabilities of $596.7 million, and
total stockholders' equity of $508.4 million.

A full-text copy of the company's annual 2007 report is available
for free at http://ResearchArchives.com/t/s?29bb

                About Delta Petroleum Corporation

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas   
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

In September 2006, Moody's Investor Services placed Delta
Petroleum Corp.'s probability of default rating at 'Caa1'.

In March 2005, Standard & Poor's assigned a 'B-' rating on the
company's long term foreign and local issuer credit.

Both ratings still hold to date.


DELTA PETROLEUM: Inks Deal to Develop Portion of Piceance Basin
---------------------------------------------------------------
Delta Petroleum Corporation has closed a transaction with EnCana
Oil & Gas (USA) Inc., to jointly develop a portion of EnCana's
leasehold in the Vega Area of the southern Piceance Basin.

In addition, Delta has acquired more than 1,700 drilling locations
on approximately 18,250 gross acres with a 95% working interest.   
Delta also increased its interests in currently producing wells
and will realize an addition of six million cubic feet of natural
gas net per day.  The transaction increases the Company's working
interest in the North Vega project leasehold to 95% from an
average 50%, with additional acquired acreage that includes the
Buzzard Creek federal unit (4,300 acres) and approximately 6,000
acres immediately adjacent to the Buzzard Creek Unit.  With this
agreement, the Company's acreage position in the Vega Area totals
over 20,250 net acres.

The company estimates that the transaction's total resource
potential is in excess of 1.4 trillion cubic feet equivalent  
giving the company in excess of 2.0 Tcfe in the Piceance Basin.
This also brings the company's estimated total proved reserves to
approximately 530 billion cubic feet equivalent.

The effective date of the transaction is March 1, 2008.  Under
terms of the agreement, the company has committed to fund $410.5
million with $110.5 million at closing and three $100 million
installments over the next four years that have been guaranteed
with a letter of credit.

Roger Parker, Delta's Chairman and CEO said, "This transaction
more than doubles our position and drilling inventory in the
southern Piceance Basin in one large contiguous acreage block.  As
previously demonstrated, we have significantly improved our
drilling and operational efficiencies in the Vega Area thereby
substantially enhancing our financial performance in the Piceance
Basin.

"We are also announcing an increase in our 2008 drilling capital
expenditure budget to a range of $350 million to $370 million.  
The increase in our drilling capex budget allows us to accelerate
our Vega Area drilling program and realize significant reserve
growth and increases in the present value of our Piceance assets.  
We are running four rigs full time and expect to increase to eight
rigs over the next 12 months in this area.

"Most importantly, this agreement provides Delta a significant
drilling inventory for predictable, repeatable production and
proved reserves per share growth for years to come."

                About Delta Petroleum Corporation

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas   
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

In September 2006, Moody's Investor Services placed Delta
Petroleum Corp.'s probability of default rating at 'Caa1'.

In March 2005, Standard & Poor's assigned a 'B-' rating on the
company's long term foreign and local issuer credit.

Both ratings still hold to date.


DKI CONSTRUCTION: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: DKI Construction Inc.
        1530 Salem Church Road
        Apex, NC 27523

Bankruptcy Case No.: 08-01892

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      DKI Properties LLC                       08-01894

Type of Business:

Chapter 11 Petition Date: March 19, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Jason L. Hendren, Esq.
                  Brady, Nordgren, Morton & Malone PLLC
                  2301 Sugar Bush Road, Suite 450
                  Raleigh, NC 27612
                  Tel: 919 782-3500
                  Fax: 919 573-1430
                  bwood@bradynordgren.com

                                    Total Assets       Total Debts
                                    ------------       -----------
DKI Construction Inc.               $585,020           $752,387

DKI Properties LLC                  $1,983,968         $803,761

A. DKI Construction Inc.'s list of its 13 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
David Smith and Karen Vollrath   personal loan     $279,730
1530 Salem Church Road
Apex, NC 27523

Home Depot                       trade debt        $3,922
Attn: Managing Agent
P.O. Box 6029
The Lakes, NV 88901-6029

Chatham County Tax Collector     property taxes    $3,758
Attn: Managing Agent
P.O. Box 697
Pittsboro, NC 27312

Wilkinson Supply Company         trade debt        $1,225

The Preserve at Jordan Lake      homeowner's       $802
                                 association dues

Designers Workroom               trade debt        $735

Lowes Home Improvement           trade debt        $319
Warehouse

SunTrust,NCO Financial           overdraft         $147
Systems Inc.

Erie Insurance Group             liability         $137
                                 insurance

Custom Overhead Doors            trade debt        $129

PSNC                             utilities         $102

Piedmont Mail Posts              trade debt        $97
Services LLC

Wake County Department of        property taxes    $88
Revenue

B. DKI Properties LLC's list of its Four Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
David Smith and Karen            personal loan     $160,515
Vollrath
1530 Salem Church Road
Apex, NC 27523

Wake County Department of        property taxes    $1,829
Revenue
P.O. Box 2331
Raleigh, NC 27602

Smith & Smith Surveyors          trade debt        $578
Attn: Managing Agent
P.O. Box 457
Apex, NC 27502

Erie Insurance, Brennan &        liability         $56
Clark Ltd.                       insurance



DUST & DIRT: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dust & Dirt Excavating, LLC
        699 North 1st Avenue
        Greeley, CO 80631

Bankruptcy Case No.: 08-13883

Type of Business: The Debtor is a grading company.

Chapter 11 Petition Date: March 27, 2008

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: David Wadsworth, Esq.
                     (dvw@sendwass.com)
                  Harvey Sender, Esq.
                     (Sendertrustee@sendwass.com)
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  http://www.sendwass.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Cox Oil Co.                    trade debt            $130,433
555 East 8th Street
Greeley, CO 80631

Wyoming Machinery Co.          trade debt            $20,000
P.O. Box 987
Cheyenne, WY 82007


DYER MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dyer Mountain Associates, LLC
        3363 Washington Street
        San Francisco, CA 94118

Bankruptcy Case No.: 08-30499

Type of Business: The Debtor operates motel and hotels.

Chapter 11 Petition Date: March 27, 2008

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Merle C. Meyers, Esq.
                     (mmeyers@mlg-pc.com)
                  Meyers Law Group, PC
                  44 Montgomery Street, Suite 1010
                  San Francisco, CA 94104
                  Tel: (415) 362-7500
                  http://www.mlg-pc.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Lassen Co. Tax Collector       $197,448
220 South Lassen Street,
Suite 3
Susanville, CA 96130

Fitzgerald, Abbott & Beardsley $187,702
1221 Broadway
21st Floor
Oakland, CA 94612
Tel: (510) 451-3300

Abbott & Kindermann            $177,039
2100 21st Street
Sacramento, CA 95818
Tel: (916) 456-9595

VITA Planning & Landscape      $147,355

Stantec Consulting             $144,503

Doug Clyde                     $107,700

Gaylord Briggs                 $102,801

Musick, Peeler & Garrett       $85,460

Armisino Consulting            $66,237

CSU Chico Research Foundation  $50,633

Coblentz, Patch, Duffy & Bass, $47,867
LLP

LSA Associates                 $42,995

Spencer B. Gross               $24,900

Berliner, Cohen                $18,390

The Fenichel Firm              $17,690

Economic Research Associates   $15,768

Airola Enviromental            $13,994
Consulting

Jeff Draa                      $10,000

Ron Martin Realty              $10,000

Communication Arts             $9,675


ENER1 INC: Shareholder Converts $12 Million Notes to Common Stock
-----------------------------------------------------------------
Ener1 Inc. disclosed that Ener1 Group Inc., the majority
shareholder of Ener1, converted its holdings of $11,960,000 of
convertible Ener1 notes plus interest into common stock as of
March 25, 2008.  

The company also disclosed that all of the remaining holders of
its 2004 and 2005 Convertible Secured Debentures have elected to
convert their debentures into common stock.

As a result of the conversions, the company is now debt free and
the security interests in the company's assets that were granted
in favor of the debenture holders can be released.

"In one of the most difficult capital markets environments, Ener1
has successfully completed a $32 million capital raise in November
2007 and now has completed the clean-up of its balance sheet,"
Charles Gassenheimer, Ener1's Chairman, commented.  "While we
still have significant challenges ahead, the debt-free balance
sheet allows management to focus on building company value, and
frees operating cash to invest in our future.  The improved
balance sheet has also been a significant benefit in discussions
with customers and partners."

                           About Ener1

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three   
business lines, which the company conducts through three operating
subsidiaries.  EnerDel, an 80.5% owned subsidiary, which is 19.5%
owned by Delphi, develops Li-ion batteries, battery packs and
components such as Li-ion battery electrodes and lithium
electronic controllers for lithium battery packs. EnerFuel
develops fuel cell products and services.  NanoEner develops
technologies, materials and equipment for nanomanufacturing.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $31.301 million and total liabilities of $38.327 million,
resulting to total stockholders' deficit of $7.026 million.


ESP FUNDING: Moody's Junks Rating on $27 Mil. A-4 Notes From 'Aa2'
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by ESP Funding I, Ltd. and left on review for
possible further downgrade the rating of five of these classes.
The notes affected by this rating action are:

Class Description: $100,000,000 Class A-1R Revolving Floating Rate
Senior Secured Notes Due 2046

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

Class Description: $395,000,000 Class A-1T1 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $30,000,000 Class A-1T2 Floating Rate Senior
Secured Notes Due 2046

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

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

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

Class Description: $90,000,000 Class A-3 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $27,000,000 Class A-4 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Aa2
  -- Current Rating: Ca

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

  -- Prior Rating: A2
  -- Current Rating: C

Class Description: $10,000,000 Class C Floating Rate Junior
Subordinated Secured Notes Due 2046

  -- Prior Rating: Baa2
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Feb. 27,
2008, as reported by the Trustee, of an event of default caused by
the Class A Principal Coverage Ratio falling below 10%, as
described in Section 5.1(h) of the Indenture dated Sept. 7, 2006.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to declare the
maturity of the notes to be accelerated and to commence the
process of sale and liquidation of the collateral.

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 remedy pursued following the event of default.  Because of
this uncertainty, the ratings assigned to the Class A-1R, A-1T1,
A-1T2, A-2 and A-3 Notes remain on review for possible further
action.

ESP Funding I, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS Securities and ABS CDO Securities
for which the primary exposure is to RMBS Securities.


ESTYLE INC: Court Approves Use of Wachovia's Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted the request of eStyle Inc. to access Wachovia Capital
Financial Corp.'s cash collateral on an interim basis until
another hearing on April 17, 2008, Bill Rochelle of Bloomberg News
reports.

Wachovia, whose objection was overruled by the Court, complained
that the Debtor didn't inform the secured lender of its bankruptcy
filing plans, and didn't discuss access to the cash collateral
consensually, Mr. Rochelle relates.  Wachovia argued that the
Debtor has made no profit and its losses reached $1 million
monthly.

As reported in the Troubled Company Reporter on March 27, 2008,
blaming economic woes and mall traffic drop, the Debtor filed for
Chapter 11 protection before the Court.  The Debtor is shuttering
six stores, considering a sale, and renegotiating store leases.

For the 2007 fiscal year, the Debtor disclosed a net loss of
$10.4 million on $49.2 million revenues, and an operating loss
of $11.4 million.

According to the bankruptcy filing date, the Debtor owed
$2.5 million on a revolving loan, $2 million on a secured term
loan, and $7.6 million to unsecured creditors.

Headquartered in Los Angeles, California, EStyle Inc. dba
babystyle -- http://www.babystyle.com/-- operates 23 stores   
selling maternity, baby and children's apparel.  The company filed
for Chapter 11 protection on March 19, 2008 (Bankr. C.D. Calif.
Case No. 08-13518).  David S. Kupetz, Esq., at Sulmeyer Kupetz PC,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed assets and debts between $1,000,001 to
$10 million.


E*TRADE ABS: Six 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
E*TRADE ABS CDO V, Ltd.:

Class Description: $201,000,000 Class A-1S Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $30,000,000 Class A-1J Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $25,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $16,000,000 Class A-3 Deferrable Secured
Floating Rate Notes Due 2046

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

Class Description: $13,000,000 Class B Deferrable Secured Floating
Rate Notes Due 2046

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

Class Description: $4,000,000 Class C Deferrable Secured 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.


ETHANEX ENERGY: Files for Chapter 7 Liquidation in Kansas Court
---------------------------------------------------------------
Ethanex Energy, Inc. and Ethanex Southern Illinois, LLC, filed on
March 27, 2007, a voluntary petition for relief under Chapter 7 of
the United States Bankruptcy Code before the United States
Bankruptcy Court for Kansas.  Jurisdiction was assumed on the date
the bankruptcy petition was filed.  The case numbers are 08-20645
and 08-20651.

A Chapter 7 bankruptcy trustee has yet to be appointed.  Ethanex
is represented by Kristen F. Trainor, Esq., at Shook, Hardy &
Bacon.

In a regulatory filing with the Securities and Exchange
Commission, Ethanex Energy reported $9,604,502 in total assets,
including $4,287,330 in cash and other investments; and $1,304,109
in total liabilities, including $1,268,500 in accounts payable and
other current expenses, at September 30, 2007.  The company
disclosed a $17,880,000 deficit accumulated during its development
stage.

Dan Margolies at The Kansas City Star reports that Ethanex Energy
listed $1.85 million in assets and nearly $849,000 in liabilities
in its bankruptcy filing.  Ethanex Southern Illinois, which was
involved in a joint venture to build an ethanol plant in southern
Illinois, listed $450,502 in assets and $1.37 million in
liabilities, according to Kansas City Star.

                       Failed Midwest Deal

As reported by the Troubled Company Reporter on February 13, 2008,
Ethanex signed a definitive asset purchase agreement with Midwest
Renewable Energy LLC to acquire Midwest's ethanol plant located in
Sutherland, Nebraska, for $220 million in cash and Ethanex stock,
subject to various adjustments as specified in the agreement.  
Under the agreement, several newly formed, subsidiaries of Ethanex
will acquire substantially all of the assets, and assume certain
liabilities, of Midwest in a series of three transactions.

As reported in the TCR on March 14, 2008,  Ethanex Energy, Ethanex
Sutherland LLC, Ethanex Sutherland Land LLC, Ethanex Phase I LLC,
Ethanex Phase II LLC, Ethanex Phase III LLC, and Midwest entered
into an amendment to the asset purchase agreement, effective March
10, 2008.  Pursuant to an amendment, the parties agreed to extend
the termination right until March 31, 2008, to buy the company
time to obtain interim financing.

The TCR on March 26 said that Ethanex terminated the deal with
Midwest on March 23 as the company was unable to obtain interim
financing.

At that time, the company disclosed it was working with legal
advisors to prepare for a bankruptcy filing and anticipates filing
for bankruptcy protection in the immediate future.

                      Departure of Directors

On March 26, 2008, John Norris, Robert Dowling, Thomas Kraemer,
William Nitze, Robert Walther, Alfred Knapp, Randall Rahm and
Bryan Sherbacow, constituting the entire Board of Directors of the
company, voluntarily resigned as director, from any committees on
which the resignee served and from any other positions held with
the company or its affiliates.  The company is not aware of any
matters of disagreement concerning operations, policies or
practices between the company and any of the Resignees causing the
Resignee's decision to step down.

                    Termination of Buhler Pact

Buhler, Inc. terminated on March 25, 2007, its Joint Marketing
Agreement with Ethanex dated April 20, 2007, in connection with
Ethanex's cessation of operations.

Ethanex said in separate regulatory filing with the Securities and
Exchange Commission that it did not incur any penalties as a
result of the termination of the Marketing Agreement.

The parties executed mutual releases.

                      About Ethanex Energy

Headquartered Basehor, Kansas, Ethanex Energy (OTCBB: EHNX) --
http://www.ethanexenergy.com-- is a renewable energy company     
whose mission is to be the lowest cost producer of renewable
energy by employing advanced technology in design, construction
and operation of ethanol plants.  The company expects to achieve
this industry position through the application of next-generation
feedstock technologies and use of alternative energy sources.

Ethanex Energy is currently developing two ethanol production
facilities located in the mid-west, with a combined production
capacity of approximately 264 million gallons of ethanol per year.  
Ethanex Energy is concentrating its geographic focus in areas that
allow access to abundant supplies of corn, alternative energy
sources, transportation infrastructure and the potential for
expedited permitting.

Ethanex Energys acquisition and brownfield development strategies
afford it rapid capacity development with significant operating
cost advantages.  Ethanex Energy has offices in Santa Rosa,
California and Charleston, South Carolina.


EURONET WORLDWIDE: S&P Confirms 'BB' Long-term Counterparty Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services removed the ratings on Euronet
Worldwide Inc. from CreditWatch, where they were placed with
positive implications on Dec. 13, 2007.  At the same time, S&P
affirmed its 'BB' long-term counterparty credit rating on the
company.  The outlook is positive.
     
In addition, S&P affirmed the 'BB' rating on the company's senior-
secured bank loan ($164 million at year-end 2007) and revolver
($100 million).  S&P also affirmed its 'B+' rating on Euronet's
unsecured convertible senior notes ($140 million), as well as
S&P's 'B+' rating on Euronet's unsecured subordinated convertible
notes ($175 million).   
      
"The ratings on Euronet were placed on CreditWatch Positive
because of the firm's offer to acquire MoneyGram (BB/Watch Neg/--)
in an all-stock transaction.  We removed the CreditWatch placement
because the firm ended its bid for MoneyGram, and we assigned a
positive outlook on Euronet because its performance and financial
strength have improved," said Standard & Poor's credit analyst
Jeffrey Zaun.
     
The ratings on Euronet are driven by strong, high-quality
earnings, good first-mover strategic advantage in multiple
markets, and a solid funding base.  Offsetting factors include
negative tangible equity levels, exposure to exchange rate
fluctuations, and significant debt relative to earnings.   
Management's investment in expanding three business lines
simultaneously pressured some earnings metrics (return on average
assets and earnings per share).  Finally, management has taken on
considerable operational risk by moving first and fast into
markets where the competitive landscape is not yet fully formed.
     
The positive outlook reflects the firm's good performance and the
likelihood that the company's interest coverage metrics and its
debt-to-EBITDA ratio will improve in 2008.  The hazards of rapid
growth into fledgling markets temper S&P's positive view.  If
there is a significant reduction in Euronet's debt burden or
continued strong profitability that materially expands debt
service metrics, Euronet could be upgraded.  The company could be
downgraded if depressed profitability accompanies deteriorating
market structures, operational errors, or widespread, negative
regulatory developments.


EXAERIS INC: Lender Opposes Approval of Disclosure Statement
------------------------------------------------------------
Exaeris Inc.'s secured lender Westernbank Puerto Rico objects to
the disclosure statement explaining the Debtor's Chapter 11 plan
filed on March 3, 2008, Bill Rochelle of Bloomberg News reports.

Westernbank asks the U.S. Bankruptcy Court for the District of
Delaware to, instead, convert the Debtor's Chapter 11 case to a
Chapter 7 proceeding so an independent trustee could be appointed
to probe controlling shareholder Jack Kachkar.

As reported in the Troubled Company Reporter on March 7, 2008,
under the proposed plan, the Debtor's assets will be sold to Mr.
Kachkar in exchange for a waiver of the $1.2 million postpetition
financing the Debtor's owe him.  The plan, however, proposes that
an auction for the Debtor's assets be held to see whether a higher
offer than that of Mr. Kachkar will surface.  Mr. Kachkar,
pursuant to the plan, will also pay the Debtor's $420,000.  
Unsecured creditors with $5.5 million in claims will divide what
cash is left, Bloomberg relates.  The disclosure statement doesn't
say how much creditors can expect to receive.

Bloomberg recounts that in January 2008, the Hon. Kevin Gross
rejected Mr. Kachkar's offer to buy the Debtor's assets for
$337,500 and to forgive any claims against him and parent company
Inyx Inc., which Mr. Kachkar controls.  Judge Gross determined
that the sale might not benefit the creditors and might not be in
good faith.  The judge noted the lack of evidence about the value
of the assets being sold and the claims being waived.

Bloomberg says that the Chapter 11 trustee for debtor-affiliate
Inyx USA Ltd. determined that Inyx Inc. and Mr. Kachkar cheated
secured lender Westernbank Puerto Rico out of $142.8 million.  
Westernbank said that Inyx Inc. obtained loans through false and
fraudulent invoices.

                    About Inyx USA and Exaeris

Headquartered in Exton, Pennsylvania, Exaeris Inc. --
http://www.exaeris.com/-- focuses on the strategic  
commercialization of niche or enhanced pharmaceutical products,
marketing and promotion activities.  Inyx USA Ltd. and Exaeris are
wholly owned subsidiaries of Inyx, Inc. (OTC:IYXI) --   
http://www.inyxinc.com/-- a specialty pharmaceutical company.

Exaeris Inc. filed for chapter 11 protection on July 2, 2007
(Bankr. D. Del. Case Nos. 07-10887).  Anthony M. Saccullo, Esq.,
at Fox Rothschild, L.L.P., in Wilmington, Delaware, represents the
Debtor.  When Exaeris filed for protection from its creditors,
Exaeris estimated its assets were less than $10,000 but debts were
between $1 million and $100 million.

In Court documents filed by Jack Kachkar, CEO of Inyx, Inc., Inyx
USA is indebted to Westernbank Puerto Rico in the approximate
amount of $35 million and secured by a first-priority lien in
substantially all of Inyx USA's assets.  Exaeris has in excess of
$5 million in prepetition unsecured obligations outstanding to
various creditors.  

Ashton Pharmaceuticals and Inyx Pharma, the Debtors' UK
affiliates, were placed into an involuntary administration on
June 29, 2007.  Ernst & Young was appointed by the UK court as
administrators.


F.F. KIRKMAN: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: F.F. Kirkman, LLC
                7677 Drive Phillips Drive, Suite 202
                Orlando, FL 32819

Case Number: 08-02303

Involuntary Petition Date: March 27, 2008

Court: Middle District of Florida (Orlando)

Petitioner's Counsel: Roy S. Kobert, Esq.
                      P.O. Box 4961
                      Orlando, FL 32802
                      Tel: (407) 839-4200
                      Fax: (407) 425-8377
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
F.F. South and Company, Inc.,  loan                 $1,199,070
7677 Drive Phillips Boulevard,
Suite 202
Orlando, FL 32819

Belke Financial Services, Inc. loan                 $1,161,004
1053 Maitland Center, Commons
Boulevard
Maitland, FL 32751

Hersh, Inc.                                         $26,165
Attn: Richard Zahn
477 Commerce Way, Suite 115
Longwood, FL 32750


FINISAR CORP: Inks Deal to Increase Line of Credit to $70 Million
-----------------------------------------------------------------
Finisar Corporation entered into an agreement with Silicon Valley
Bank, a commercial bank for technology and life science companies
and member of SVB Financial Group, to increase its available line
of credit to $70.5 million.

Under the new credit arrangement with Silicon Valley Bank, Finisar
will have access to as much as $70.5 million consisting of a
$50 million secured line of credit in addition to $10 million
under a non-recourse receivables purchase agreement and
$10.5 million under a letter of credit reimbursement agreement.
The new credit arrangement may be used for general corporate
purposes including a reduction in the company's outstanding
convertible notes.

Finisar has maintained a revolving line of credit totaling
$35 million since October 2004 with Silicon Valley Bank consisting
of a $20 million non-recourse receivables purchase agreement and a
$15 million letter of credit reimbursement agreement to cover the
issuance of standby letters of credit.

As of March 14, 2008, the company had utilized approximately
$1 million under the non-recourse receivables purchase agreement
and had letters of credit totaling approximately $10.4 million
under the letter of credit reimbursement agreement.

In quarter ended Jan. 27, 2008, the company reported cash from
operations of $14.2 million.  Total cash, equivalents and long-
term investments which can be readily converted to cash totaled
$122.4 million at the end of the quarter.

                   About Finisar Corporation

Headquartered 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 Form 10-K 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 if 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.


FLOWSERVE CORP: S&P Changes Outlook to Positive; Holds BB- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Flowserve Corp. to positive from stable.  At the same time, S&P
affirmed all ratings, including the 'BB-' corporate credit rating.
      
"The outlook revision reflects the improved credit quality
resulting from Flowserve's progress in alleviating certain
regulatory and investigative issues while achieving good operating
performance and maintaining financial discipline," said Standard &
Poor's credit analyst John R. Sico.

S&P could raise the rating one notch in the near term if these
conditions continue absent any significant debt-funded acquisition
or large shareholder-friendly cash uses.
     
The ratings on Irving, Texas-based Flowserve, a manufacturer of
engineered pumps, valves, and mechanical seals, reflect the
company's satisfactory business risk profile and somewhat
aggressive financial risk profile.  The financial risk stems
partially from the company's past debt-financed acquisitions, and
has been mitigated somewhat by the resolution of certain legal and
investigatory issues.  Management has focused on managing debt and
improving internal cash generation, resulting in better credit
metrics.  Meanwhile, the company's end markets are good, with the
oil and gas markets robust, and should sustain over the
intermediate term.
     
S&P could raise the ratings by one notch in the near term if
Flowserve maintains acquisitive and financial discipline.  Given
its geographic and product diversity, along with its substantial
aftermarket business, Flowserve should maintain its strong
internal cash generation.  Current managers have demonstrated
financial discipline by keeping debt reduction a priority, to the
benefit of credit measures.  S&P could lower the ratings if
management's financial policies and the company's performance
deteriorate beyond current expectations.


FREMONT GENERAL: Gets FDIC Directive to Recapitalize Bank Unit
--------------------------------------------------------------
The Federal Deposit Insurance Corporation, with the concurrence of
the California Department of Financial Institutions, issued on
March 26, 2008, a Supervisory Prompt Corrective Action Directive
to Fremont General Corporation; Fremont Investment & Loan, its
wholly owned bank subsidiary; and Fremont General Credit
Corporation, its wholly owned subsidiary and direct parent to the
Bank.

The Directive requires the company, the bank subsidiary and FGCC
to take one or more of these actions to recapitalize the Bank
within 60 days, or by May 26, 2008.  The Directive provides:

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

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

    -- Fremont General and FGCC will divest themselves of
       the Bank.

In the Directive, the FDIC has categorized the Bank as being an
"undercapitalized" depository institution, as defined under the
Federal Deposit Insurance Act and FDIC rules and regulations.

The Directive also sets forth certain limitations and restrictions
on the Bank and its business.  The Directive restricts the
interest rates that the Bank may pay on deposits to prevailing
rates paid on deposits of comparable amounts and maturities paid
by other FDIC insured depository institutions in the State of
California.  In addition, the Bank is not permitted to make any
capital distributions to the Company, FGCC or any affiliate of the
Bank, or to pay bonuses or increase the compensation of any
director or officer of the Bank.

The Directive further restricts transactions between the Bank and
its affiliates.  The Directive provides that it will remain in
effect until the Bank is "adequately" capitalized on average for
four consecutive calendar quarters, unless the Directive is
otherwise modified, terminated, suspended or set aside by the
FDIC.

Pursuant to a letter, dated May 24, 2007, the FDIC notified the
Bank of its undercapitalized capital category and required it
to submit an acceptable capital restoration plan to the FDIC by
July 9, 2007.  The Bank submitted a capital restoration plan on
August 9, 2007 which the FDIC determined was unacceptable pursuant
to Section 38(e)(2) of the Federal Deposit Insurance Act, 12
U.S.C. Section 1831o(e)(2), and section 325.104 of the FDIC Rules
and Regulations, 12 C.F.R. Section 325.104.

The Bank submitted a revised capital restoration plan on Nov. 9,
2007, which the Bank stated was obsolete on March 17, 2008.  The
Bank has not submitted an acceptable capital restoration plan
within the time allowed pursuant to section 38(e)(2) ofthe Act, 12
U.S.C. Section 1831o(e)(2).

The financial condition of Fremont General, the company having
ultimate control over the Bank, continues to deteriorate, Stan
Ivie, FDIC Regional Director -- Division of Supervision and
Consumer Protection, said in the letter.

The Bank is and continues to be subject to the requirements and
obligations set forth in an FDIC Cease and Desist Order dated
March 7, 2007, and the DFI Final Order dated April 13, 2007.

according to The Wall Street Journal, if Fremont fails to comply
with the directive, it could be subject to seizure by regulators,
making it the biggest U.S. bank failure in 20 years.  If
regulators felt Fremont was making progress, they could modify the
enforcement action to give Fremont more time, the Journal says.

For insured depositors, to be sure, no matter what happens to
Fremont, their accounts would be covered up to $100,000 by the
U.S. government's Federal Deposit Insurance Corp, WSJ relates.  
The FDIC insures certain retirement accounts up to $250,000.

Fremont and its bank subsidiary have hired the investment banking
firms of Credit Suisse Securities (USA), LLC and Sandler O'Neill &
Partners, LP to develop and implement strategic initiatives in an
attempt to raise additional capital, as well as explore the
possible sale or merger of the company or the Bank, or the sale of
assets.  There is no assurance that the company and the Bank will
be successful in any of their efforts to develop and implement
such a strategy to comply with the Directive or to otherwise
address the capital needs of the Company or the Bank.

The Journal's Valerie Bauerlein, Damian Paletta, and David Enrich
report that Fremont doesn't appear likely to attract a federal
rescue like the one arranged for Bear Stearns Cos.  WSJ notes that
Bear Stearns had huge, complex exposure to other companies and
creditors that could have provided a systemic shock to financial
markets in the event of its collapse.  Fremont's exposure is more
isolated and contained, WSJ says.

According to the Journal, Theodore Kovaleff, a bank and thrift
analyst at New York brokerage Sky Capital, said that in his view,
Fremont is unlikely to be able to raise new capital because of the
uncertainty surrounding the company.  "One has absolutely no idea
at all what the value behind the shares is," he said. "We don't
know what's going to get written off."

The Journal says the best hope for Fremont might be a federally
engineered sale at a fire-sale price, or a deal structured in a
way that cushions the buyer from some liabilities.  The Journal
points to the 1983 purchase of Seafirst Corp. by BankAmerica
Corp., a predecessor of Bank of America Corp., which included new
nonvoting preferred shares that left Seafirst shareholders bearing
the financial risk of bad loans for five years.  The Journal also
notes Chemical New York Corp. -- now part of J.P. Morgan Chase &
Co. -- which was able to spin off problem energy and real-estate
loans into a separate bank when it bought Texas Commerce
Bancshares Inc. in 1987.

                       About Fremont General

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

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

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2008
Fremont General received notices from two affiliated third party
purchasers of an aggregate of $3.15 billion of residential sub-
prime mortgage loans that the company sold in March 2007, alleging
that the company was in default with respect to at least one of
several obligations that the company  had undertaken in connection
with the loan sales.

As reported in the TCR on March 6, 2008, Standard & Poor's Ratings
Services lowered its long-term counterparty credit rating on
Fremont General Corp. to 'CC' from 'CCC-'.  The rating remains on
CreditWatch Negative.


FREMONT GENERAL: Sells Mortgage Servicing Rights to Carrington
--------------------------------------------------------------
Fremont General Corporation disclosed that its bank subsidiary,
Fremont Investment & Loan, entered into a definitive agreement to
sell mortgage servicing rights -- to mortgage loans held in
certain securitization trusts sponsored by an affiliate of
Carrington Capital Management LLC -- to Carrington Mortgage
Services LLC, a subsidiary of CCM.

An affiliate of CCM acquired these mortgage loans from the Bank
prior to the securitizations being completed.  The mortgage
servicing rights to be sold are associated with underlying
mortgage loans with a total remaining principal balance of
approximately $1.9 billion, which represents approximately 13% of
the total remaining mortgage loan principal balance currently
serviced by the Bank.

The transaction is expected to close on April 1, 2008, subject to
the satisfaction of various closing conditions, including the
receipt of certain third party consents.  

In addition to the purchase price for the mortgage servicing
rights, the Bank will be reimbursed over a twelve month period for
outstanding advances previously made by the Bank up to the closing
date pursuant to the terms of the definitive agreement.  CMS is
not acquiring the Bank's servicing platform or any other asset,
nor is it assuming any of the Bank's pre-closing liabilities.

The mortgage servicing rights being acquired are an asset
representing the present value of expected fees that are paid out
of the securitized loan pools for activities such as loan
collection, customer service and loss mitigation.
     
The sale of these mortgage servicing rights to CMS means the
collection, customer service and loss mitigation activities on the
related loans that the Bank services will transition to CMS upon
closing.  

The Bank and CMS place a high priority on customer service, and
therefore, all impacted customers will receive direct
communication explaining the change in procedures and contact
information.

                      About Fremont General

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

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

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2008
Fremont General received notices from two affiliated third party
purchasers of an aggregate of $3.15 billion of residential sub-
prime mortgage loans that the company sold in March 2007, alleging
that the company was in default with respect to at least one of
several obligations that the company  had undertaken in connection
with the loan sales.

As reported in the TCR on March 6, 2008, Standard & Poor's Ratings
Services lowered its long-term counterparty credit rating on
Fremont General Corp. to 'CC' from 'CCC-'.  The rating remains on
CreditWatch Negative.


FREMONT GENERAL: Fitch Junks Rating on Six Classes of Certs.
------------------------------------------------------------
Fitch Ratings has taken rating actions on one Fremont mortgage
pass-through certificates.  Affirmations total $131.7 million and
downgrades total $98.7 million.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions:

Fremont Home Loan Trust 2005-2 Total

  -- $27.9 million class I-A1 affirmed at 'AAA',
     (BL: 90.22, LCR: 3.21);

  -- $7.0 million class I-A2 affirmed at 'AAA',
     (BL: 86.55, LCR: 3.08);

  -- $13.4 million class II-A2 affirmed at 'AAA',
     (BL: 95.57, LCR: 3.4);

  -- $16.0 million class II-A3 affirmed at 'AAA',
     (BL: 87.50, LCR: 3.12);

  -- $40.0 million class M-1 affirmed at 'AA+',
     (BL: 71.28, LCR: 2.54);

  -- $27.4 million class M-2 affirmed at 'AA+',
     (BL: 60.32, LCR: 2.15);

  -- $18.7 million class M-3 rated 'AA', and placed on Rating      
     Watch Negative, (BL: 51.11, LCR: 1.82);

  -- $13.7 million class M-4 downgraded to 'BBB' from 'AA-'
     (BL: 46.39, LCR: 1.65);

  -- $13.3 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 41.40, LCR: 1.47);

  -- $11.8 million class M-6 downgraded to 'BB' from 'A'
     (BL: 36.60, LCR: 1.30);

  -- $12.2 million class M-7 downgraded to 'B' from 'A-'
     (BL: 31.38, LCR: 1.12);

  -- $9.5 million class M-8 downgraded to 'CCC' from 'BBB+'
     (BL: 27.25, LCR: 0.97);

  -- $8.0 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 23.61, LCR: 0.84);

  -- $7.6 million class B-1 downgraded to 'CC' from 'BB+'
     (BL: 20.05, LCR: 0.71);

  -- $9.1 million class B-2 downgraded to 'CC' from 'B+'
     (BL: 16.03, LCR: 0.57);

  -- $6.1 million class B-3 downgraded to 'C' from 'CCC'
     (BL: 13.44, LCR: 0.48);

  -- $7.2 million class B-4 downgraded to 'C' from 'CCC'
(BL: 10.65, LCR: 0.38).

Deal Summary
  -- Originators: Fremont 100%;
  -- 60+ day Delinquency: 39.10%;
  -- Realized Losses to date (% of Original Balance): 2.41%;
  -- Expected Remaining Losses (% of Current balance): 28.08%;
  -- Cumulative Expected Losses (% of Original Balance): 11.68%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


FRESENIUS MEDICAL: Earns $197 Million in Fourth Quarter of 2007
---------------------------------------------------------------
Fresenius Medical Care AG & Co. KGaA disclosed financial results
for the fourth quarter and full year of 2007.

Net revenue for the fourth quarter 2007 increased by 9% to
$2.5 billion, compared to the fourth quarter 2006.  International
revenue was $863 million, an increase of 24%, compared to the
fourth quarter of 2006.  Net revenue for 2007 was $9.7 billion, up
14% from 2006.  

Net income for the fourth quarter 2007 was $197 million, an
increase of 30%.  Net income increased by 16% when compared to the
fourth quarter 2006 excluding the effects of one-time items in
2006.  For the full year 2007, net income was $717 million, up 34%
from 2006.  Net income for 2007 increased by 25% compared to 2006
excluding the effects of one-time items in 2006.

In the fourth quarter of 2007, the company generated $309 million
in cash from operations, representing approximately 12% of
revenue.  The extremely strong cash flow generation was primarily
supported by higher earnings and a stable working capital.

A total of $184 million was spent for capital expenditures, net of
disposals.  Free Cash Flow before acquisitions was $125 million
compared to $266 million in the fourth quarter of 2006 on a
reported basis.  A total of $118 million in cash was used for
acquisitions.

Cash from operations during the full year 2007 was $1.2 billion
compared to $908 million for 2006 on a reported basis.  Excluding
the effects of one-time items, cash from operations was
$1.1 billion for 2006.  The increase compared to prior year was
mainly due to increased earnings.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $14.1 million and total liabilities of $8.6 million, resulting
in a $5.5 million stockholders' equity.

Headquartered in Bad Homburg, Germany, Fresenius Medical Care AG &
Co. KGaA -- http://www.fmc-ag.com/-- provides products and
services for individuals undergoing dialysis because of chronic
kidney failure.  Fresenius Medical Care also provides
dialysis products such as hemodialysis machines, dialyzers and
related disposable products.  Fresenius Medical Care provides
dialysis treatment to around 128,200 patients around the globe.
Fresenius AG holds around 37% of Fresenius Medical Care AG & Co.
KgaA's capital.  The company also operates facilities in
Australia, Brazil, Canada, China, France, Korea, Mexico, Portugal
and Sweden, among others.

                           *     *     *

The company carries Moody's Investors Service's Ba2 corporate
family rating.


FTS GROUP: Buys Value Added Reseller Business of OTG for $4MM
-------------------------------------------------------------
FTS Group acquired the Value Added Reseller business unit from On
The Go Healthcare Inc.  The terms of the sale, in the amount of
$4 million, consist of the assumption of OTG supplier debt well as
a note receivable from FTS.

On The Go Healthcare related that the sale is of mutual benefit.  
The transition will not only allow OTG to build another business
platform as strongly and as effectively as that of OTG, but do so
with a higher-margined product focus and in a debt-free fashion.  

In turn, FTS Group will be able to provide the existing hardware
and software solution packages ample US distribution -- via its
strategic partnerships -- a geographical and professional market
that OTG has worked diligently to establish, particularly in the
healthcare diagnostic arena.

"On The Go, its business directive and strength of growth over the
past number of years, has brought me and my team much
satisfaction," OTG CEO Stuart Turk commented.  "We learned and
haven taken a great deal of acumen away with us ... and it's that
which we plan to instill into the new business venture.  We look
forward to re-launching with a clean slate, and a solid new
opportunity for strong shareholder appreciation."

"I've watched Stuart Turk build OTG into an IT powerhouse over
recent years in what has been at times a very trying environment
for micro-cap public Companies both from a funding and regulatory
perspective," FTS Group CEO Scott Gallagher added.  "We plan to
build on the tremendous team and overall organization Stuart has
put together to create a high growth, profitable, multinational IT
company."

"Dave's career experience in the IT space at GE and other leading
fortune 500 Companies will be an invaluable asset to the future
growth of the new company, Gallagher continued.  "Together with
the experienced team I'm confident OTG will become the successful,
profitable Company we all want it to be."

                    About On The Go Healthcare

Headquartered in Ontario, Canada, On The Go Healthcare
Inc. (OTC BB: OGOH) -- http://www.onthegohealthcare.com/-- doing    
business as On The Go Technologies Group, operates as a value
added distributor of computer and computer related products.  The
company operates primarily in Canada.

                         About FTS Group

Headquartered in Tampa, Florida, FTS Group Inc. (OTCBB: FLIP) --
http://www.ftsgroup.com/-- is a publicly traded acquisition and  
development company focused on acquiring, developing and investing
in cash flow positive businesses and viable business ventures
those in the Technology, Wireless and Internet space.  The company
generates revenue through its three wholly owned subsidiaries; See
World Satellites, Inc., FTS Wireless Inc. and Elysium Internet
Inc.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 1, 2007,
Bassie & Co., in Houston, Texas, raised substantial doubt the
ability of FTS Group Inc. to continue as a going concern citing
the company's recurring losses after auditing the company's
financial statements for the years ended Dec. 31, 2006, and 2005.

  
GALAXY ENERGY: Section 341(a) Meeting Scheduled for April 23
------------------------------------------------------------
The United States Trustee for Region 19 will convene a meeting of
creditors in Galaxy Energy Corp.'s bankruptcy case on April 23,
2008 at 1:30 p.m. at Room 104, U.S. Custom House, 721 19th Street
in Denver, Colorado.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Denver, Colorado-based Galaxy Energy Corp. is an independent oil
and gas companies founded in 2002.  Galaxy Energy and Dolphin
Energy Corp. acquire, explore, develop, and produce crude oil and
natural gas primarily in the U.S.  They have operations in the
Piceance Basin of western Colorado and the Powder River Basin
located in Wyoming and Montana.  They also own interests in Neues
Bergland exploration permit covering an area of 149,000 acre
leaseholding near Kusel in southwest Germany; and Jiu Valley
project covering an area of 21,500 acre coalbed methane project in
Romania.  As Nov. 30, 2006, they had proved reserves of
approximately 320 barrels of oil and 1,005,421 thousand cubic
feet of gas.  As April 1, 2007, they had interests in 175
completed wells, 60 wells in various stages of completion, and 8
water disposal wells.

Galaxy Energy and Dolphin Energy filed for chapter 11 protection
on March 14, 2008 (Bankr. D. Co. Case Nos. 08-13164 and 08-13166).  
Alice A. White, Esq., and Douglas W. Jessop, Esq., represent the
Debtors in their restructuring efforts. Galaxy Energy listed total
assets of $43,797,124 and total debts of $54,378,324 as of the
bankruptcy filing.


GALAXY ENERGY: Wants to Employ Jessop & Co. as Counsel
------------------------------------------------------
Galaxy Energy Corp. and Dolphin Energy Corp. ask the United States
Bankruptcy Court for the District of Colorado for authority to
employ Jessop & Co., PC as counsel in their bankruptcy case.

As counsel, Jessop & Co. is expected to:

   a. provide the Debtors with legal counsel with respect to their
      powers and duties as debtors and debtors-in-possession;

   b. prepare the necessary applications, complaints, answers,
      motions, reports and other legal papers, and representing
      the Debtors in negotiations and at all hearings in this case
      and related proceedings;

   c. assist the Debtors in the confirmation of a chapter 11 plan;
      and

   d. perform other legal services for Debtors that may be
      necessary herein.

The Debtors will pay the firm at its standard hourly rates:

      Professional                 Designation     Rate
      ------------                 -----------     ----
      Douglas W. Jessop, Esq.      Attorney        $420
      Alice A. White, Esq.         Attorney        $300
      J. Brian Fletcher, Esq.      Attorney        $260
      K. Lane Cutler, Esq.         Attorney        $250
      Megan M. Handley, Esq.       Attorney        $180
      Annie-Caitlin Howe, Esq.     Attorney        $170       

      Title                        Rate
      -----                        ----
      Legal Assistant              US$70-US$100

The Debtors attest that the firm does not hold any adverse
interest in the Debtors' estates.  They also believe that the
employment of the firm is necessary and in the best interest of
its estates.

The firm can be reached at:

   Douglas W. Jessop, Esq.
      (jmail@jessopco.com)
   Jessop & Co., P.C.
   303 East 17th Avenue, Suite 930
   Denver, CO 80203
   Tel: (303) 860-7700
   Fax: (303) 860-7233
   http://www.jessopco.com/

Denver, Colorado-based Galaxy Energy Corp. is an independent oil
and gas companies founded in 2002.  Galaxy Energy and Dolphin
Energy Corp. acquire, explore, develop, and produce crude oil and
natural gas primarily in the U.S.  They have operations in the
Piceance Basin of western Colorado and the Powder River Basin
located in Wyoming and Montana.  They also own interests in Neues
Bergland exploration permit covering an area of 149,000 acre
leaseholding near Kusel in southwest Germany; and Jiu Valley
project covering an area of 21,500 acre coalbed methane project in
Romania.  As Nov. 30, 2006, they had proved reserves of
approximately 320 barrels of oil and 1,005,421 thousand cubic
feet of gas.  As April 1, 2007, they had interests in 175
completed wells, 60 wells in various stages of completion, and 8
water disposal wells.

Galaxy Energy and Dolphin Energy filed for chapter 11 protection
on March 14, 2008 (Bankr. D. Co. Case Nos. 08-13164 and 08-13166).  
Alice A. White, Esq., and Douglas W. Jessop, Esq., represent the
Debtors in their restructuring efforts. Galaxy Energy listed total
assets of $43,797,124 and total debts of $54,378,324 as of the
bankruptcy filing.


GALAXY ENERGY: Wants to Hire Welborn Sullivan as Special Counsel
----------------------------------------------------------------
Galaxy Energy Corp. and Dolphin Energy Corp. ask the United States
Bankruptcy Court for the District of Colorado for authority to
employ Welborn Sullivan Meck & Tooley, PC as their special
corporate counsel.

As their special corporate counsel, Welborn Sullivan is expected
to advise the Debtors concerning general corporate, oil and gas,
financings, transactional, environmental and title matters.

The Debtors will pay the firm at its standard hourly rates:

      Title                        Rate
      -----                        ----
      Attorneys                    US$170-US$325

The Debtors attest that the firm does not hold any adverse
interest in the Debtors' estates.  They also believe that the
employment of the firm is necessary and in the best interest of
its estates.

The firm can be reached at:

   Welborn Sullivan Meck & Tooley, PC
      (wsmt@wsmtlaw.com)
   821 17th Street, Suite 500
   Denver, CO 80202
   Tel: (303) 830-2500
   Fax: (303) 832-2366
   http://www.wsmtlaw.com/

Denver, Colorado-based Galaxy Energy Corp. is an independent oil
and gas companies founded in 2002.  Galaxy Energy and Dolphin
Energy Corp. acquire, explore, develop, and produce crude oil and
natural gas primarily in the U.S.  They have operations in the
Piceance Basin of western Colorado and the Powder River Basin
located in Wyoming and Montana.  They also own interests in Neues
Bergland exploration permit covering an area of 149,000 acre
leaseholding near Kusel in southwest Germany; and Jiu Valley
project covering an area of 21,500 acre coalbed methane project in
Romania.  As Nov. 30, 2006, they had proved reserves of
approximately 320 barrels of oil and 1,005,421 thousand cubic
feet of gas.  As April 1, 2007, they had interests in 175
completed wells, 60 wells in various stages of completion, and 8
water disposal wells.

Galaxy Energy and Dolphin Energy filed for chapter 11 protection
on March 14, 2008 (Bankr. D. Co. Case Nos. 08-13164 and 08-13166).  
Alice A. White, Esq., and Douglas W. Jessop, Esq., represent the
Debtors in their restructuring efforts. Galaxy Energy listed total
assets of $43,797,124 and total debts of $54,378,324 as of the
bankruptcy filing.


GE MORTGAGE: 11 Classes of Certificates Get Fitch's Junk Ratings
----------------------------------------------------------------
Fitch Ratings has taken rating actions on two GE mortgage pass-
through certificates.  Affirmations total $448.7 million and
downgrades total $472.3 million.  Additionally, $235.4 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions:

GE-WMC 2005-1

  -- $47.5 million class A-1 affirmed at 'AAA',
     (BL: 70.52, LCR: 2.32);

  -- $80.4 million class A-2b affirmed at 'AAA',
     (BL: 76.94, LCR: 2.53);

  -- $86.7 million class A-2c affirmed at 'AAA',
     (BL: 64.85, LCR: 2.13);

  -- $39.1 million class M1 rated 'AA+', placed on Rating Watch
     Negative (BL: 54.97, LCR: 1.81);

  -- $35.5 million class M2 downgraded to 'BBB' from 'AA+'
     (BL: 47.58, LCR: 1.56);

  -- $24.2 million class M3 downgraded to 'BB' from 'AA'
     (BL: 42.17, LCR: 1.39);

  -- $17.5 million class M4 downgraded to 'BB' from 'AA'
     (BL: 38.16, LCR: 1.25);

  -- $18.0 million class M5 downgraded to 'B' from 'AA-'
     (BL: 34.01, LCR: 1.12);

  -- $15.4 million class M6 downgraded to 'B' from 'A+'
     (BL: 30.40, LCR: 1);

  -- $16.5 million class B1 downgraded to 'CCC' from 'A'
     (BL: 26.44, LCR: 0.87);

  -- $11.8 million class B2 downgraded to 'CCC' from 'A-'
     (BL: 23.58, LCR: 0.78);

  -- $11.8 million class B3 downgraded to 'CC' from 'BBB+'
     (BL: 20.60, LCR: 0.68);

  -- $9.3 million class B4 downgraded to 'CC' from 'BBB'
     (BL: 18.22, LCR: 0.60);

  -- $10.3 million class B5 downgraded to 'CC' from 'BBB-'
     (BL: 16.25, LCR: 0.53).

Deal Summary

  -- Originators: WMC (100%);
  -- 60+ day Delinquency: 37.13%;
  -- Realized Losses to date (% of Original Balance): 3.01%;
  -- Expected Remaining Losses (% of Current balance): 30.42%;
  -- Cumulative Expected Losses (% of Original Balance): 15.05%.

GE-WMC 2005-2

  -- $111.4 million class A-1 affirmed at 'AAA',
     (BL: 57.90, LCR: 2.00);

  -- $122.7 million class A-2b affirmed at 'AAA',
     (BL: 75.91, LCR: 2.62);

  -- $150.0 million class A-2c rated 'AAA', placed on Rating Watch
     Negative (BL: 56.55, LCR: 1.96);

  -- $46.3 million class a-2d rated 'AAA', placed on Rating Watch
     Negative (BL: 54.22, LCR: 1.87);

  -- $55.2 million class M1 downgraded to 'A' from 'AA+'
     (BL: 46.99, LCR: 1.62);

  -- $51.6 million class M2 downgraded to 'BB' from 'AA+'
     (BL: 40.12, LCR: 1.39);

  -- $31.8 million class M3 downgraded to 'BB' from 'AA'
     (BL: 35.84, LCR: 1.24);

  -- $27.6 million class M4 downgraded to 'B' from 'AA-'
     (BL: 32.11, LCR: 1.11);

  -- $24.8 million class M5 downgraded to 'B' from 'A+'
     (BL: 28.74, LCR: 0.99);

  -- $23.3 million class M6 downgraded to 'CCC' from 'A'
     (BL: 25.47, LCR: 0.88);

  -- $20.5 million class B-1 downgraded to 'CCC' from 'A-'
     (BL: 22.38, LCR: 0.77);

  -- $18.4 million class B-2 downgraded to 'CC' from 'BBB+'
     (BL: 19.68, LCR: 0.68);

  -- $17.7 million class B-3 downgraded to 'CC' from 'BBB'
     (BL: 17.26, LCR: 0.6);

  -- $16.3 million class B-4 downgraded to 'CC' from 'BBB-'
     (BL: 15.12, LCR: 0.52);

  -- $14.9 million class B-5 downgraded to 'C' from 'BB'
     (BL: 13.46, LCR: 0.47).

Deal Summary

  -- Originators: WMC;
  -- 60+ day Delinquency: 31.60%;
  -- Realized Losses to date (% of Original Balance): 3.79%;
  -- Expected Remaining Losses (% of Current balance): 28.92%;
  -- Cumulative Expected Losses (% of Original Balance): 19.12%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


GEMSTONE CDO IV: Poor 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
Gemstone CDO IV Ltd.

Class Description: $352,000,000 Class A-1 Floating Rate Notes due
Feb. 12, 2041

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

Class Description: $73,250,000 Class A-2 Floating Rate Notes due
Feb. 12, 2041

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

Class Description: $24,150,000 Class A-3 Floating Rate Notes due
Feb. 12, 2041

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

Class Description: $54,000,000 Class B Floating Rate Notes due
Feb. 12, 2041

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

Class Description: $21,000,000 Class C Floating Rate Deferrable
Interest Notes due Feb. 12, 2041

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $36,000,000 Class D Floating Rate Deferrable
Interest Notes due Feb. 12, 2041

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $6,000,000 Class E Floating Rate Deferrable
Interest Notes due Feb. 12, 2041

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

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


GEMSTONE CDO VI: Weak 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
Gemstone CDO VI Ltd.

Class Description: $446,250,000 Class A-1 Floating Rate Notes due
August 2046

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

Class Description: $78,750,000 Class A-2 Floating Rate Notes due
August 2046

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

Class Description: $66,500,000 Class B Floating Rate Notes due
August 2046

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

Class Description: $26,000,000 Class C Floating Rate Deferrable
Interest Notes due August 2046

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

Class Description: $35,250,000 Class D Floating Rate Deferrable
Interest Notes due August 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.


GEMSTONE CDO VII: 8 Classes of 2045 Notes Get Moody's Ratings Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Gemstone CDO VII Ltd.

Class Description: $244,000,000 Class A-1a Floating Rate Notes due
December 2045

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

Class Description: $400,000,000 Class A-1b Floating Rate Notes due
December 2045

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

Class Description: $200,000,000 Class A-1b(i) Floating Rate Notes
due December 2045

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

Class Description: $200,000,000 Class A-1b(ii) Floating Rate Notes
due December 2045

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

Class Description: $159,000,000 Class A-2 Floating Rate Notes due
December 2045

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

Class Description: $96,900,000 Class B Floating Rate Notes due
December 2045

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

In addition, Moody's also downgraded the ratings on these notes:

Class Description: $68,300,000 Class C Floating Rate Deferrable
Interest Notes due December 2045

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

Class Description: $55,100,000 Class D Floating Rate Deferrable
Interest Notes due December 2045

  -- 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.


GENERAL MOTORS: Ceases Production at Detroit-Hamtramck Plant Today
------------------------------------------------------------------
General Motors Corp. is ceasing the production of Buick Lucerne
and Cadillac DTS Sedans today, March 31, 2008, at its Detroit-
Hamtramck plant, due to the work protest at auto parts supplier
American Axle and Manufacturing Holdings Inc., Jeff Bennett of The
Wall Street Journal reports.

As reported in the Troubled Company Reporter on March 27, 2008,
the month-long work protest of union members at Axle is taking its
toll on GM, threatening the automaker's brake part plant in
Lordstown, Ohio, which has 2,400 workers.  United Auto Workers
Local 1112 union president Jim Graham saying that GM is likely to
shutter its first car assembly factory by April 4, 2008, ceasing
the production of the Chevrolet Cobalt.

WSJ relates that the total number of facilities affected by the
Axle strike has reached 30.

As previously reported, GM president and chief operating officer
Frederick A. Henderson said that although many of its assembly
plants have been partially or fully shut down by the strike of
United Auto Workers union members at Axle, GM won't interfere with
the parties' labor dispute.

Mr. Henderson added that GM was not losing sales because of the
strike, which started on Feb. 26, 2008, following expiration of a
four-year master labor agreement.  However, he said, if GM was
struggling because of the union protest, the company would be one
of those sitting on the negotiation table.

GM has about 29 facilities affected by the strike at Axle as the
supplier attempts to negotiate with the union.

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

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/B-3) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expects American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.

To resolve the CreditWatch listings, S&P's will assess the
strike's impact on the companies' credit profiles, particularly
liquidity, once production resumes.  S&P could lower the ratings
any time prior to a resolution of the Axle strike if the liquidity
of the companies becomes compromised, although downgrades are not
likely for another several weeks.

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Fitch Ratings has affirmed the Issuer Default Rating of General
Motors at 'B', with a Rating Outlook Negative.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


GEOEYE INC: S&P Holds 'B-' Issuer-Level Rating on $250MM Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a recovery rating of
'4' to Dulles, Virginia-based GeoEye Inc.'s $250 million of
floating rate senior secured notes due 2012 and affirmed the 'B-'
issue-level rating on this debt.  The '4' recovery rating
indicates expectations for average recovery (30%-50%) of principal
in the event of payment default.  The 'B-' issue rating is at the
same level as the corporate credit rating.
     
The ratings for GeoEye Inc. reflect a high degree of business risk
because of revenue concentration from a U.S. government contract,
disproportionate reliance on the successful launch of a new
satellite, especially following the failure of Orbview-3, and weak
near-term cash flow due to spending on GeoEye-1.  These risks are
tempered by the company's position as one of only two providers of
commercial satellite imagery services, and by rising demand for
such services.


GLACIER FUNDING IV: Moody's Downgrades Ratings on Five Classes
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Glacier Funding CDO IV Ltd.:

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

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

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

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

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

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

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

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

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

  -- Prior Rating: B1, 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.


GLACIER FUNDING V: Moody's Junks Rating on $20.5 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service placed on review for possible further
downgrade the ratings on these notes issued by Glacier Funding CDO
V, Ltd.:

Class Description: $200,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2051

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

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

Class Description: $122,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2051

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

Class Description: $46,000,000 Class A-3 Third 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: $44,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2051

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $15,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes Due 2051

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

Moody's also downgraded these notes:

Class Description: $20,500,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2051

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

Class Description: $26,500,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2051

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

Class Description: $5,500,000 Class F Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2051

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

Class Description: $6,500,000 Class G Ninth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2051

  -- 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.


GRAND AVENUE II: Moody's Cuts 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
Grand Avenue CDO II, Ltd.:

Class Description: $1,128,000,000 Class A-1A Floating Rate Notes
Due 2046

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

Class Description: $150,000,000 Class A-1B Floating Rate Notes Due
2046

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

Class Description: $42,000,000 Class A-2 Floating Rate Notes Due
2046

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

Class Description: $61,500,000 Class A-3 Floating Rate Notes Due
2046

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

Class Description: $66,000,000 Class B Floating Rate Notes Due
2046

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

Class Description: $18,000,000 Class C Deferrable Floating Rate
Notes Due 2046

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

Class Description: $18,000,000 Class D Deferrable Floating Rate
Notes Due 2046

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

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


GRAND AVENUE I: Eight Classes 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
Grand Avenue CDO I Ltd:

Class Description: $638,000,000 Class A-1A Floating Rate Notes Due
2046

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

Class Description: $372,000,000 Class A-1B Floating Rate Delayed
Draw Notes Due 2046

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

Class Description: $54,000,000 Class A-2 Floating Rate Notes Due
2046

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

Class Description: $50,000,000 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: $47,000,000 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: $20,000,000 Class D Deferrable Floating Rate
Notes Due 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $5,000,000 Class E-1 Deferrable Floating Rate
Notes Due 2046

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

Class Description: $4,000,000 Class E-2 Deferrable Fixed Rate
Notes Due 2046

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

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


GSAMP TRUST: Moody's Downgrades Four Tranches' Ratings to Low-B
---------------------------------------------------------------
Moody's Investors Service has downgraded 6 tranches issued by
GSAMP Trust 2005-HE3.  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: GSAMP Trust 2005-HE3

  -- 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. B-1, downgraded from Baa2 to Ba2
  -- Cl. B-2, downgraded from Baa3 to B1
  -- Cl. B-3, downgraded from Ba1 to B3


GSC ABS: Moody's Cuts Note Ratings on Weakened Credit Quality
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
GSC ABS CDO 2006-2m, Ltd.:

Class Description: $225,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes due 2045

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

Class Description: $125,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Delayed Draw Notes due 2045

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

Class Description: $13,500,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes due 2045

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

Class Description: $56,500,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2045

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $14,500,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2045

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $22,500,000 Class D Sixth Priority Mezzanine
Deferrable Floating Rate Notes due 2045

  -- 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.


G'S HARDWARE: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: G's Hardware Inc.
        dba G's Ace Hardware LLC
        1285 North Street Road 135
        Greenwood, IN 35142
      
Bankruptcy Case No.: 08-02839

Chapter 11 Petition Date: March 19, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: KC Cohen, Esq.
                  151 North Delaware Street
                  Suite 1104
                  Indianapolis, IN 46204
                  Tel: 317-715-1845
                  Fax: 317-916-0406
                  kc@esoft-legal.com

Estimated Assets: less than $50,000

Estimated Debts: $1,000,001 to $10 million

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Old National Bank                all assets        $1,700,000
Attn: Harley Means
111 Monument Circle
Suite 900
Indianapolis, IN 46204

Ace Hardware Corporation                           $487,896
2200 Kensington Court
Oak Brook, IL 60523

Bank of America                                    $55,817
P.O. Box 15710
Wilmington, DE 19886

Presnell Companies                                 $50,841

GE Commercial Distribution                         $43,292
Finance

Great American Leasing                             $41,359

Richard Gzibovskis                                 $40,760

Andrew Gzibovskis                                  $24,886

Bryan Equipment                                    $18,302

Teipen, Selanders, Poynter &                       $12,449
Ayres PC

Amerigas                                           $7,206

Rug Doctor                                         $5,910

Graham Feed                                        $4,590

The Republic                                       $4,123

The Indianapolis Star                              $3,765

Ferrellgas                                         $2,458

J&K Communications                                 $1,984


HALCYON SECURITIZED II: Moody's Cuts 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
Halcyon Securitized Products Investors ABS CDO II Ltd.:

Class Description: Up to $225,000,000 Class A-1(a) 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: $75,000,000 Class A-1(b) Senior Secured
Floating Rate Notes Due 2046

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

Class Description: $82,500,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $36,000,000 Class B Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $27,500,000 Class C Senior Secured Deferrable
Interest Floating Rate Notes Due 2046

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

Class Description: $21,500,000 Class D-1 Senior Secured Deferrable
Interest Floating Rate Notes Due 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $6,000,000 Class D-2 Senior Secured Deferrable
Interest Floating Rate Notes Due 2046

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

In Addition, Moody's downgraded these notes:

Class Description: $4,000,000 Class E Senior Secured Deferrable
Interest 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.


HALCYON SECURITIZED I: Moody's Pares Ratings on Six Note Classes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Halcyon Securitized Products Investors ABS CDO I Ltd.:

Class Description: Class A-1 Senior Secured Floating Rate Notes,
due 2050

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

Class Description: Class A-2 Senior Secured Floating Rate Notes,
due 2050

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

Class Description: Class B Senior Secured Floating Rate Notes, due
2050

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

Class Description: Class C Senior Secured Deferrable Interest
Floating Rate Notes, due 2050

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

Class Description: Class D Senior Secured Deferrable Interest
Floating Rate Notes, due 2050

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: Class E Senior Secured Deferrable Interest
Floating Rate Notes, due 2050

  -- 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.


HAVEN HEALTHCARE: May Retain Kittell Branagan as Vermont Auditors
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Connecticut
granted Haven Healtchcare Management LLC and its debtor-affiliates
authority to employ Kittell Branagan & Sargent as their Vermont
audit accountants to perform an audit of the balance sheets of
Haven Health Center of Rutland LLC and Haven Health Center of St.
Albans LLC.

As compensation for its services, Kittell Branagan's professionals
will be paid at these rates:

     Professional          Hourly Rate
     ------------          -----------
     Dana Kittell             $260
     Partners               $230-$260
     Associates             $100-$175
     Support Personnel       $30-$45

>From Oct. 31, 2006, through Nov. 30, 2007, the Debtors paid
Kittell Branagan approximately $20,770 in connection with the
accounting firm's representation of the Debtors.

Dana Kittell, a member at Kittell Branagan, assures the Court that
the firm does not hold or represent any interest adverse to the
Debtors or their estates, and that the firm is a "disinterested
person" as such term is defined under Sec. 101(14) of the
bankruptcy code.

                       About Haven Healthcare

Headquartered in Middletown, Connecticut,  Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provide
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.

The company and 46 of its affiliates filed for Chapter 11
protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Moses and Singer LLP serves as the Debtors' counsel.  
Kurtzman Carson Consultants LLC is the Debtors' claims and
noticing agent.  The U.S. Trustee for Region 2 appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in this case.  Pepper Hamilton LLP is counsel and Neubert Pepe &
Monteith P.C. as its co-counsel to the Creditors Committee.  When
the Debtors sought protection from their creditors, they listed
assets and debts between $1 million to $100 million.  The Debtors'
consolidated list of 50 largest unsecured creditors showed total
claims of more than $20 million.


HG-COLL 2007-1: Weakened 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
HG-COLL 2007-1 Ltd.:

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

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

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

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

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

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

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

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

Additionally, Moody's downgraded these notes:

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

  -- 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.


HOMELAND SECURITY: Buys Safety & Ecology for $20 Million
--------------------------------------------------------
Homeland Security Capital Corporation acquired Safety & Ecology
Holdings Corporation as part of the company's strategy to
capitalize on significant opportunities within the homeland
security industry.  Under the terms of the transaction, HSCC
purchased Safety & Ecology in a cash, stock, and debt deal valued
at approximately $20.4 million.  

In addition, Safety & Ecology's former shareholders will have the
opportunity to receive up to an additional $6 million of HSCC
common stock based upon Safety & Ecology's attainment of
performance objectives for 2008 and 2009.  Safety & Ecology became
a wholly-owned subsidiary of HSCC after the closing.

The acquisition is expected to generate revenues in excess of
$55 million for 2008, and will enhance HSCC's position in the
marketplace for nuclear remediation and detection products and
services.

In addition, HSCC is simplifying its capital structure by
exchanging its convertible debt for preferred stock and non-
convertible notes.  As part of this transaction, Christopher P.
Leichtweis, founder and chief executive officer of Safety &
Ecology, has been appointed president of HSCC and will join the
HSCC board of directors.

HSCC management relates that Safety & Ecology will be well
positioned for growth due to the renewed spending trends in the
Department of Defense, the Department of Energy and the Federal
Emergency Management Agency.  Safety & Ecology will continue
focusing on infrastructure and facility revitalization,
environmental remediation, security needs in nuclear non-
proliferation and emergency response, natural disaster response
and commercial reinvestment into the nuclear energy
infrastructure.

"With [Safety & Ecology] as a platform company, this
transformational acquisition establishes HSCC in the environmental
services industry," said C. Thomas McMillen, Homeland Security
Capital chairman and chief executive officer.  "Additionally, the
combination of [Safety & Ecology]'s deep industry knowledge and
experience coupled with our proprietary nuclear detection
technology of our current subsidiary Polimatrix, Inc. would create
significant opportunities for growth and expansion."

"We see this merger as an extremely positive move for our clients,
employees and the Company as a whole," Mr. Leichtweis, CEO of
Safety & Ecology, said.  "The synergies between our organizations
are significant and should allow [Safety & Ecology] to accelerate
rapid growth."

"We look forward to working with Mr. McMillen and HSCC to expand
the business and increase shareholder value," Mr. Leichtweis
added.  "This merger positions SEC for numerous opportunities and
continued expansion in key markets including energy and resources,
and the homeland defense arena.  We believe {Safety & Ecology's]
years of experience merged with HSCC's relationships and resources
will lead to tremendous growth."

            About Safety & Ecology Holdings Corporation

Headquartered in Knoxville, Safety & Ecology Holdings Corporation
-- http://www.sec-tn.com/-- is a provider of environmental,  
hazardous and radiological infrastructure remediation, emergency
response and advanced construction services.  Founded in 1991, the
company has approximately 430 employees.  Safety & Ecology's
customers include the United States federal government, the United
Kingdom government and commercial corporations in the engineering
and construction industry.  

                    About Homeland Security

Headquartered in Arlington, Virginia, Homeland Security Capital
(OTC BB: HOMS) -- http://www.hscapcorp.com/-- is a consolidator    
in the fragmented homeland security industry.  The company is
focused on creating long-term value by taking controlling interest
and developing its subsidiary companies through superior
operations and management.  The company is headed by former
Congressman C. Thomas McMillen, who served three consecutive terms
in the U.S. House of Representatives from the 4th Congressional
District of Maryland.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Homeland Security's consolidated balance sheet at Sept. 30, 2007,
showed $10.2 million in total assets and $15.9 million in total
liabilities, resulting in a $5.7 million total shareholders'
deficit.


HOMELAND SECURITY: Board Appoints C. Leichtweis as President
------------------------------------------------------------
The Board of Directors of Homeland Security Capital Corp. has
appointed Christopher Leichtweis as president of the company and
board member.  

Mr. Leichtweis has been serving as chairman and chief executive
officer of Safety & Ecology Holdings Corporation since 1991.  Mr.
Leichtweis founded Safety in 1991. Prior to founding Safety,
he was employed by Bechtel National and Bechtel Environmental Inc.
starting in 1985.  Mr. Leichtweis earned a B.S. in Engineering
Physics from SUNY Brockport in 1983 and received his M.B.A. from
the University of Tennessee in December 2003.  In addition, he is
a Certified Industrial Hygienist by the American Board of
Industrial Hygiene.

Mr. Leichtweis will not receive any additional consideration for
his service as president of the company.

As previously disclosed on March 19, 2008, Homeland Security
Capital Corporation acquired Safety as part of the company's
strategy to capitalize on significant opportunities within the
homeland security industry.  

Safett is an international provider of global environmental,
hazardous and radiological infrastructure remediation, emergency
response and advanced construction services.  Its customers
include the United States federal government, the United Kingdom
government and leading commercial corporations in the engineering
and construction industry.

Other than the Agreement and Plan of Merger and Stock Purchase
Agreement, dated March 13, 2008, by and among the company, Safety,
HSCC Acquisition Corp. and the individuals named therein, there
was no arrangement or understanding between Mr. Leichtweis and any
other person pursuant to which he was appointed as president and
director of the company.

                     About Homeland Security

Headquartered in Arlington, Virginia, Homeland Security Capital
(OTC BB: HOMS) -- http://www.hscapcorp.com/-- is a consolidator    
in the fragmented homeland security industry.  The company is
focused on creating long-term value by taking controlling interest
and developing its subsidiary companies through superior
operations and management.  The company is headed by former
Congressman C. Thomas McMillen, who served three consecutive terms
in the U.S. House of Representatives from the 4th Congressional
District of Maryland.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Homeland Security's consolidated balance sheet at Sept. 30, 2007,
showed $10.2 million in total assets and $15.9 million in total
liabilities, resulting in a $5.7 million total shareholders'
deficit.


HOOP HOLDINGS: Organizational Meeting Set April 3 to Form Panel
---------------------------------------------------------------
The United States Trustee for Region 3 in Wilmington, Delaware,
will hold an organizational meeting of creditors in the Chapter 11
cases of Hoop Holdings, LLC, on Thursday, April 3, 2008, at 1:00
p.m., at The DoubleTree Hotel, 700 King Street, Hagley Room in
Wilmington.

The sole purpose of the meeting will be to form a committee or
committees of creditors in the Debtors' cases.

The meeting is not a meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  A representative of the Debtors,
however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

Headquartered in Secaucus, New Jersey, Hoop Holdings, LLC, a
subsidiary of The Children's Place Retail Stores, Inc., and its
subsidiaries dba Disney Store North America, design, contract to
manufacture and sell merchandise under the licensed "Disney Store"
brand name.  As of March 24, 2008, Hoop owned 322 Disney Stores in
North America.

Hoop Holdings and three of its subsidiaries voluntarily filed
petitions under Chapter 11 of the United States Bankruptcy Code on
March 26, 2008, before the U.S. Bankruptcy Court for the District
of Delaware (Lead Case No. 08-10544).  The Canadian subsidiary
filed under the Companies' Creditors Arrangement Act in Toronto,
Canada.  The Debtors are represented by Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, in Wilmington, Delaware.  When
they filed for bankruptcy, Hoop Holdings, LLC and Hoop Canada
Holdings, Inc. each disclosed less than $50,000 in total assets
and debts; and Hoop Retail Stores, LLC disclosed between $100
million and $500 million in total assets and debts.


HUDSON HIGH: Moody's Downgrades Ratings on Six Classes of Notes
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Hudson High Grade Funding
2006-1, Ltd.:

Class Description: $1,275,000,000 Class A-1 Floating Rate Notes
Due 2042

  -- 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: $123,750,000 Class A-2 Floating Rate Notes Due
2042

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

Class Description: $60,750,000 Class B Floating Rate Notes Due
2042

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

Class Description: $20,250,000 Class C Deferrable Floating Rate
Notes Due 2042

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

Class Description: $12,750,000 Class D Deferrable Floating Rate
Notes Due 2042

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

Class Description: $7,500,000 Income Notes Due 2042

  -- Prior Rating: Ba2, 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.


HUGHES NETWORK: Moody's Confirms 'B1' Ratings With Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed Hughes Network Systems, LLC's
B1 corporate family rating and probability of default rating, and
its Ba1 senior secured and B1 senior unsecured long term ratings.   
The outlook for all ratings remains stable.

As part of the rating action, Moody's also assigned a speculative
grade liquidity rating of SGL-3, indicating that HNS has adequate
liquidity arrangements.  In addition, minor revisions to the
liability amounts resulted in a very minor downwards adjustment to
the loss given default assessment for the company's Ba1-rated
senior secured revolving credit facility.  Review of HNS' annual
financial results and related financial disclosure supports
Moody's existing ratings' perspective, allowing ratings to be
affirmed.

The rating action also serves to reiterate Moody's perspective in
light of developments that are anticipated over the next several
quarters.  In the near term, this includes substituting owned for
leased transponder capacity as HNS prepares to provide commercial
services on its recently launched SPACEWAY-3 satellite as access
of its target market continues to evolve.  

Although during the transition period asset duplication will
result in negative free cash flow, absent additional growth
initiatives, subsequent elimination of a substantial portion of
leased transponder expenses will allow free cash flow to expand
beyond levels experienced with a leased platform.  However, the
benefits of the resulting cash flow expansion must be assessed in
the context of increased event risk given the more concentrated
asset base, and the periodic capital expenditures that will be
required to maintain the asset base.

In addition, the company is in a growth phase that is likely to
involve periodic asset portfolio and debt structure revisions.   
Consequently, while the company may achieve some important
objectives over the next several quarters, and despite near term
negative free cash flow, these matters are not expected to affect
the CFR.  Accordingly, the rating outlook is stable.

Rating Actions:

Issuer: Hughes Network Systems, LLC

Assignment:

  -- Speculative Grade Liquidity Rating: SGL-3

Affirmations:

  -- Corporate Family Rating: B1

  -- Probability of Default Rating: B1

  -- Senior Secured Bank Credit Facility: to Ba1 (LGD1, 2%) from
     Ba1 (LGD1, 1%)

  -- Senior Unsecured Term Loan or Global Notes: B1 (LGD4, 53%)

The ratings continue to be supported by HNS' strong market
position in the VSAT enterprise segment, and favorable industry
dynamics in the consumer segment where the company has an
advantage in its selected niche compared with terrestrial networks
service providers.  The ratings are also supported by the sizable
backlog of roughly $750 million of non-cancelable enterprise
contracts.  The company's small size, vulnerability to
technological erosion of its market access advantage and its
evolving business profile continue to constrain the ratings.

HNS has an adequate liquidity profile consisting of cash on hand
and a small revolving credit facility that is committed though
2011 and has no financial maintenance covenants.  These
arrangements are assessed as being adequate.  Accordingly, a
speculative grade liquidity rating of SGL-3 was assigned.

Hughes Network Systems, headquartered in Germantown, Maryland, is
a global provider of broadband satellite networks and services to
the VSAT enterprise market and the largest satellite based
Internet access provider to the North American consumer market.   
The company generated over $970 million in revenues in 2007.


IAC/INTERACTIVECORP: Judge Lamb Favors Spin-Off Plan
----------------------------------------------------
Vice Chancellor Stephen Lamb of the Delaware Chancery Court on
Friday ruled in favor of IAC/Interactivecorp in the company's
legal feud with Liberty Media Corporation, various reports say.  
The Court ruled that IAC doesn't need to ask Liberty's consent
before it proceeds with its plan to spin-off IAC into five
separate companies, reports relate.

According to Judge Lamb, IAC must execute its plan based on its
proposed single-voting structure but allowed Liberty to raise
objections as the spin-off progresses, reports reveal.

However, Judge Lamb deferred his ruling on whether IAC's directors
fulfilled their fiduciary duties asserting that the board has not
fully consented to the plan, based on the reports.  The judge,
reports say, is expected to issue a ruling on this matter at a
future date.

As reported in the Troubled Company Reporter on March 18, 2008,
the Court will release its judgment on March 28, 2008, on whether
IAC chairman Barry Diller's spinoff scheme of the company has
violated his covenant with largest shareholder Liberty.

Reports say that Mr. Diller is now left with the task to improve
stock price as he splits IAC into five.  According to the reports,
Mr. Diller's management style was in question after IAC's stock
prices dropped.  Reports also note IAC's $144.1 million net loss
on net revenues of $6.4 billion for the 12 months ended Dec. 31,
2007, and its net loss of $369.9 million on net revenues
of $1.9 billion for the fourth quarter ended Dec. 31, 2007.

Analysts are pessimist over IAC's future stating that the company
will encounter challenges to prove that a spin-off will cure its
financial woes, based on the reports.  Analysts commented, reports
add, that IAC's divisions at present are already having troubles
and will face more troubles as stand-alone entities.

Mr. Diller, reports relate, is set to present the spin-off plan to
the board of directors in April or May this year.

As reported in the Troubled Company Reporter on March 11, 2008,
John Malone, Liberty Media chairman, asserted on a March 10 Court
hearing that the proposed spinoff of IAC/InterActiveCorp violates
over a decade old pact between the companies.

Primary witness, Mr. Malone, pressed that Liberty Media should
continue to enjoy its rights based on a dual-voting structure.
However, Mr. Diller elected for a single-voting structure in
deciding on the spinoffs.

If Mr. Diller is proven to have trespassed the deal, that
agreement is called off and he will be dismissed as chairman and
chief executive of the company.  If the judge rule that Mr. Diller
complied with the contract, the second debate will be whether Mr.
Diller and his board disregarded their duties to stockholders with
the plan.

                        About Liberty Media

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

                            About IAC

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

                          *     *     *

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


IAC/INTERACTIVECORP: Must Heed Fiduciary Duties, Liberty Says
-------------------------------------------------------------
Liberty Media Corporation commented Friday on the ruling by the
Delaware Chancery Court, regarding the IAC/InterActiveCorp
litigation.

Liberty said it is disappointed that the Court did not agree with
its position on a number of its claims.  However, it is important
to note that the Court deferred a decision on whether the IAC
Board is complying with their fiduciary duties pending further
action by the IAC Board, Liberty stated.

Its primary objection to the spin-offs relates to the proposed use
of a single-tier voting structure, the company explained.  Liberty
has never suggested that it was otherwise opposed to the spin-
offs, it added.

Liberty said it is evaluating all of its options, including
whether to appeal the Court's decision.  In any event, the company
expects that the IAC Board will heed its fiduciary duties and will
act appropriately to ensure a fair and equitable outcome.  Whether
Liberty will take any further legal action to enforce these duties
will depend on the course pursued by the IAC Board.

                        About Liberty Media

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

                            About IAC

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

                          *     *     *

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


INSIGHT MIDWEST: S&P Chips Bank Loan Rating to 'B+' From 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Insight
Midwest Holdings LLC's bank loan to 'B+' from 'BB-' and revised
the recovery rating to '4' from '2', denoting average (30%-50%)
recovery in the event of a payment default.
     
This follows S&P's upgrade of former 50% owner Insight
Communications Co. Inc. corporate credit rating to 'B+' from
'CCC+'.  Both of these ratings were also removed from CreditWatch
and a stable outlook was assigned to the corporate credit rating.
     
The credit facility was originally $2.45 billion, but was reduced
to $1.74 billion with the completion of the dissolution of the
50/50 Insight Midwest partnership between Insight Communications
Co. Inc. and Comcast Corp.  The transaction involved a division of
assets and liabilities and required Comcast to pay Insight about
$1.3 billion.  Only $710 million was used to permanently repay a
portion of the two term loans because the bank loan agreement
allowed the company to repay unsecured debt at parent Insight and
at Insight Midwest L.P. with the proceeds.
     
The dissolution also resulted in Insight having a much smaller
subscriber base of approximately 673,900 subscribers, from
1.3 million, and annual EBITDA of approximately $238 million for
2007, pro forma for the Comcast split-off, versus about
$557 million, on a pre-split off basis.  Pro forma for this
partnership termination, the company is also more leveraged and is
expected to operate at an overall lower EBITDA margin than the
previously combined company.
     
The corporate credit rating on Insight Midwest Holdings LLC is
'B+' and the rating outlook is stable, reflecting the announced
agreement with parent company Insight Communications Co. Inc. and
Comcast Corp. to dissolve their cable TV partnership.

                            Ratings List
          Not Rated Action; CreditWatch and Outlook Action

                   Insight Midwest Holdings LLC
                        Insight Midwest L.P.

                             To                 From
                             --                 ----
Corporate Credit Rating     NR/--              BB-/Watch Neg/--

                             Downgraded

                   Insight Midwest Holdings LLC
                           Senior Secured

                                    To                 From
                                    --                 ----
         Local Currency             4                  2

             Downgraded; CreditWatch and Outlook Action

                   Insight Midwest Holdings LLC
                            Senior Secured

                                To                 From
                                --                 ----
     Local Currency             B+                 BB-/Watch Neg

               Downgraded;CreditWatch and Outlook Action

                     Insight Midwest Holdings LLC
                            Senior Secured

                                        To         From
                                        --         ----
  $385 mil. term A bank loan due 2013   B+          BB-/Watch Neg
   Recovery Rating                      4                  2

  $1.8 bil. term B bank loan due 2014   B+          BB-/Watch Neg
   Recovery Rating                      4                  2

  $260 mil.  revolv cred fac bank loan  B+          BB-/Watch Neg
  due 2012                              
   Recovery Rating                      4                  2


INTEREP NATIONAL: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Interep National Radio Sales, Inc.
             100 Park Avenue
             New York, NY 10017

Bankruptcy Case No.: 08-11079

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        American Radio Sales, Inc.                 08-11080
        Azteca America Spot Television Sales, Inc. 08-11081
        Cumulus Major Market Sales, Inc.           08-11082
        D&R Radio, Inc.                            08-11083
        Hispanic Independent Television Sales,     08-11084
        Inc.
        Infinity Radio Sales, Inc.                 08-11085
        Interactive Video Network, Inc.            08-11086
        Interep Interactive, Inc.                  08-11087
        Interep Local Focus, Inc.                  08-11088
        Interep New Media, Inc.                    08-11089
        McGavren Guild, Inc.                       08-11090
        Morrison and Abraham, Inc.                 08-11091
        SBS/Interep, LLC                           08-11092
        Streaming Audio, Inc.                      08-11093

Type of Business: The Debtors are independent sales and marketing
                  companies that specialize in radio, the
                  Internet, television and complementary media.  
                  With 16 offices across the U.S., they serve
                  radio and television station clients and
                  advertisers in all 50 states and beyond.  See
                  http://www.interep.com/

Chapter 11 Petition Date: March 30, 2008

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Erica M. Ryland, Esq.
                     (emryland@jonesday.com)
                  Jones Day
                  222 East 41st Street
                  New York, NY 10017
                  Tel: (212) 326-3939
                  Fax: (212) 755-7306
                  http://www.jonesday.com/

Interep National Radio Sales, Inc's Estimated Financial Condition:

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
The Bank of New York Trust     $101,475,0003
Co., N.A.
Attn: Geraldine Creswell
10161 Centurion Parkway North
Jacksonville, FL 32256
Tel: (904) 998-4724

CBS Radio, Inc.                $2,262,514
Attn: Susan Reid
1515 Broadway
46th Floor
New York, NY 10036
Tel: (212) 846-3939,
     (212) 846-3898

Wilks Broadcasting             $915,930
Attn: Stephen Bradshaw
1105 Sanctuary Parkways,
Suite 425
Alpharetta, GA 30004
Tel: (770) 408-6386

KROQ-FM Los Angeles            $844,020
5901 Venice Boulevard
Los Angeles, CA 90034
Tel: (329) 930-1067
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

WAOK-A/WVEE Atlanta            $801,613
1201 Peachtree Street
Northeast
1515 Broadway, Suite 800
46th Floor
Atlanta, GA 30361
Tel: (404) 898-8927
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

KCBS-FM Los Angeles            $796,552
CBS Studio City Broadcast
Center
4200 Radford Avenue
Studio City, CA 91604
Tel: (818) 655-2000
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

Expedite Media Services        $698,969
Attn: Phil DeCaro
480 Mamaroneck Avenue,
Second Floor
Harrison, NY 10528
Tel: (914) 698-9080

George Pine                    $617,737
100 Lakeshore Drive,
Apartment 258
North Palm Beach, FL 33408
Tel: (212) 245-5728

WBLS-FM                        $539,459
Attn: Jon Plesser
3 Park Avenue, 41st Floor
New York, NY 10016
Tel: (212) 592-0594

WPGC-AM/FM Washington D.C.     $530,293
4200 Parliament Place,
Suite 300, 46th Floor
Lanham, MD 20706
Tel: (301) 918-0955
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

KTWV-FM Los Angeles            $526,326
5670 Wilkshire Boulevard,
Suite 200, 46th Floor
Los Angeles, California 90036
Tel: (323) 937-9283
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

Fodors/Random House, Inc.      $524,181
Attn: Lauren Palmer
1745 Broadway, 15th Floor
New York, NY 10019
Tel: (212) 572-2312

WHUR-FM Washington D.C.        $514,268
Attn: William Cole
529 Bryant Street Northwest
Washington, D.C. 20001
Tel: (202) 806-3500,
     (202) 806-3513

WBEB-FM Philadelphia           $508,156
Attn: Christian D'Antonio
10 Presidential Boulevard
Bala Cynwyd, PA 19004
Tel: (610) 538-1247

Jeffrey Wakefield              $499,995
46 Nassau Boulevard
Malverne, NY 11565

WXRK-FM New York               $477,736
40 West 57th Street,
14th Floor
New York, NY 10019
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

Zagat Survey, LLC              $460,818
Attn: Adam Mayer
4 Columbus Circle
New York, NY 10019
Tel: (212) 977-9760

WWFS-FM New York               $452,147
888 7 Avenue, 10th Floor
New York, NY 10106
Tel: (212) 489-1027
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

WBBM-AM Chicago                $418,887
180 North Stetson Avenue
Chicago, IL 60601
Tel: (312) 297-7800
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

WCBS- FM New York
524 West 57th Street, Suite 8  $411,284
New York, NY 10019
Tel: (212) 975-4321
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

KRTH-FM LOS ANGELES            $394,151
5670 Wilshire Boulevard
Los Angeles, CA 90036
Tel: (323) 937-0226
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

KLLC-FM San Francisco          $394,148
865 Battery Street, Suite 3
San Francisco, CA 94111
Tel: (415) 765-4097
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

KCBS-AM Los Angeles            $362,937
865 Battery Street
San Francisco, CA
Tel: (323) 930-5246
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

KITS-FM San Francisco          $360,737
875 Battery Street, Suite 200
San Francisco, CA 94111
Tel:(415) 478-5483
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

WINS-AM NEW YORK               $354,194
888 Seventh Avenue
New York, NY 10106
Tel: (212) 315-7080
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

WJMK-FM Chicago                $348,371
180 North Stetson Avenue,
Suite 900
Chicago, IL 60601
Tel:(312) 870-6400
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

KJKK-FM DALLAS-FT.WORTH        $327,175
7901 East John W Carpenter
Freeway
Dallas, TX 75247
Tel: (214) 525-7200
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

WFAN-AM NEW YORK               $326,973
WFAN-AM
34-12 36th Street
Astoria, NY 11106
Tel: (718) 706-7690
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

WUSN-FM CHICAGO                $319,240
WUSN-FM Radio
2 Prudential Plaza, Suite 1000
Chicago, IL 60601
Tel: (312) 649-0099
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898

KYW-AM                         $317,774
400 Market Street
Philadelphia, PA 19106
Tel: (212) 238-4528
Attn: Susan Reid
CBS Radio, Inc.
1515 Broadway, 46th Floor
New York, NY 10036
Tel: (212) 846-3898


INTERNATIONAL AIRLINE: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: International Airline Training Academy
        6400 South Aviator Lane
        HCR #2 Box 278
        Tucson, AZ 85735

Bankruptcy Case No.: 08-03228

Type of Business: The Debtor provides flight training for domestic
                  and international air carriers and individuals.  
                  See http://www.iataweb.com/

Chapter 11 Petition Date: March 27, 2008

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Scott D. Gibson, Esq.
                    (SGibson@gnglaw.com)
                  Gibson, Nakamura & Green, PLLC
                  2941 North Swan Road, Suite 101
                  Tucson, AZ 85712
                  Tel: (520) 722-2600
                  Fax: (520) 722-0400
                  http://www.gnglaw.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

The Debtor did not file a list of its largest unsecured creditors.


INTERNATIONAL RECTIFIER: NYSE Grants 3-Month Listing Extension  
--------------------------------------------------------------
International Rectifier Corporation received a three-month
extension for continued listing and trading on the New York Stock
Exchange.  The extension, which is subject to reassessment by the
NYSE on an ongoing basis, provides the company until June 17,
2008, to file its Annual Report on Form 10-K for the year ended
June 30, 2007, with the Securities and Exchange Commission.

The NYSE has advised the company that it will closely monitor the
company's progress regarding the completion of its June 30, 2007,
Annual Report.  If the company does not complete and file the
Annual Report by June 17, 2008, the company can once again be
reassessed by the NYSE for an additional trading period of up to
three additional months.

The delay in the company's June 30, 2007, Annual Report arises
from the investigation being conducted by the Audit Committee of
the company's board of directors, and the reconstruction and
restatement of financial statements and other matters.  

The company's shares remain listed on the NYSE, and the company is
working diligently to file its Annual Report on Form 10-K for the
fiscal year ended June 30, 2007, in compliance with the June 17,
2008, date established by the NYSE.

                   About International Rectifier

Based in El Segundo, California, International Rectifier
Corporation (NYSE:IRF) -- http://www.irf.com/-- is into power  
management technology.  IR's analog, digital, and mixed signal
ICs, and other advanced power management products, enable high
performance computing and save energy in a wide variety of
business and consumer applications.  Manufacturers of computers,
energy efficient appliances, lighting, automobiles, satellites,
aircraft, and defense systems rely on IR's power management
solutions to power their next generation products.

                 About International Rectifier

Based in El Segundo, California, International Rectifier
Corporation (NYSE:IRF) -- http://www.irf.com/--is into power  
management technology. IR's analog, digital, and mixed signal ICs,
and other advanced power management products, enable high
performance computing and save energy in a wide variety of
business and consumer applications.  Manufacturers of computers,
energy efficient appliances, lighting, automobiles, satellites,
aircraft, and defense systems rely on IR's power management
solutions to power their next generation products.

                          *     *     *

As reported in the Troubled Company Reporter on March 25, 2008,
International Rectifier Corp. and the Revolver Banks, certain
lenders and JPMorgan Chase Bank National Association, entered into
Amendment No. 5 to the Revolving Agreement, pursuant to which the
term of the Amendment Period was extended on substantially
identical terms as the Fourth Amendment) through July 31, 2008.

On March 17, 2008, the company and the Revolver Banks entered into
Amendment No. 5 to the Revolving Agreement, pursuant to which the
term of the Amendment Period was extended (on substantially
identical terms as the Fourth Amendment) through July 31, 2008.

The Revolver Agreement, dated as of Nov. 6, 2006, provides for,
among other things, a revolving credit facility with total
commitments in the principal amount of $150,000,000.

At March 17, 2008, the company had no borrowings and approximately
$4.3 million in letters of credit outstanding under the Revolver
Agreement.


IPSWICH STREET: Moody's Slashes 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
Ipswich Street CDO, Ltd.:

Class Description: $1,530,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes

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

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

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

Class Description: $62,000,000 Class B Third Priority Senior
Secured Floating Rate Notes

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $25,000,000 Class C Fourth Priority Senior
Secured Deferrable Floating Rate Notes

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $10,000,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes

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

Class Description: $7,900,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


ISCHUS SYNTHETIC: Moody's Downgrades 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
Ischus Synthetic ABS CDO 2006-2 Ltd.:

Class Description: $575,000,000 Class A-1LA Investor Swap

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

Class Description: $32,000,000 Class X Notes Due January 2014

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $203,000,000 Class A-1LB Floating Rate Notes
Due October 2045

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

Additionally, Moody's downgraded these notes:

Class Description: $48,000,000 Class A-2L Floating Rate Notes Due
October 2045

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

Class Description: $60,000,000 Class A-3L Floating Rate Notes Due
October 2045

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

Class Description: $41,000,000 Class B-1L Floating Rate Notes Due
October 2045

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

Class Description: $11,000,000 Class B-2L Floating Rate Notes Due
October 2045

  -- 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.


ITRON INC: Posts $16 Million Net Loss in Quarter Ended December 31
------------------------------------------------------------------
Itron, Inc. reported financial results for its fourth quarter and
year ended Dec. 31, 2007.

Total revenues for the fourth quarter were $480.5 million, 200%
higher than 2006 fourth quarter revenues of $159.9 million.  Net
income for the fourth quarter was $4.0 million, compared with a
net income of $7.2 million for the same quarter in 2006.

Total revenues for the full year ended Dec. 31, 2007 were
$1.4 billion, 127%, higher than 2006 full year revenues of
$644 million.  Net loss for the full year ended Dec. 31, 2007, was  
$16.1 million, compared with a net income of $33.7 million.

"2007 was a transformational year for Itron," said LeRoy Nosbaum,
chairman and CEO.  "We closed the largest acquisition in the
history of the company, expanded our product offering and
geographical footprint, grew revenue by 127% over 2006 and
substantially added to shareholder value, while building a solid
platform and infrastructure to support additional growth in the
future."

Gross margin for the fourth quarter of 2007 was 33%.  This
compares with 40% in the fourth quarter of 2006.  Total operating
expenses for the fourth quarter of 2007 were $125 million.  Total
company gross margin for the year ended Dec. 31, 2007 was 33%.  

New order bookings for the fourth quarter were $448 million,
compared with $211 million in the fourth quarter of 2006.

Net cash provided by operating activities was $133 million for the
full year ended Dec. 31, 2007, compared with $95 million in the
same period in 2006.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $3.1 billion and total liabilities of $2.3 billion, resulting
in a $758.8 million stockholders' equity.  Equity, as of Dec. 31,
2006, was $390.0 million.

Headquartered in Liberty Lake, Washington, Itron Inc. (NASDAQ:
ITRI) -- http://www.itron.com/-- operates in two divisions; as
Itron in North America and as Actaris outside of North America.
The company provides metering, data collection and software
solutions, with nearly 8,000 utilities worldwide relying on its
technology to optimize the delivery and use of energy and water.

                         *     *     *

Itron Inc.'s 7-3/4% Senior Subordinated Notes holds Moody's
Investors Service's B3 rating and Standard & Poor's B- rating.


IVY LANE: Moody's Cuts 2014 Notes' 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
Ivy Lane CDO Ltd.:

Class Description: $10,500,000 Class S Floating Rate Senior
Secured Notes Due 2014

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

Class Description: $350,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

  -- 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 Senior
Secured Notes Due 2046

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

Class Description: $36,000,000 Class A-3 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $19,000,000 Class B Floating Rate Subordinate
Secured Notes Due 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $25,000,000 Class C Floating Rate Junior
Subordinate Secured 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.


JACK IN THE BOX: Earns $36.5 Million in Quarter Ended January 20
----------------------------------------------------------------
Jack in the Box Inc. reported a net income of $36.5 million on
$904.9 million revenues for the quarter ended Jan. 20, 2008,
compared with a net income of $37.4 million on $856.6 million
revenues for the same quarter in 2007.

"Our overall business is strong despite a challenging environment
in which commodity costs remain high and economic pressures are
impacting consumer spending," said Linda A. Lang, chairman and
chief executive officer. "Looking ahead, we have a long line of
innovative products in our development pipeline and a great
marketing calendar planned for the remainder of the year."

Same-store sales at Jack in the Box(R) company restaurants
increased 1.5% in the first quarter on top of a year-ago increase
of 5.6%.  The increase marked the chain's 18th consecutive quarter
of comparable sales growth. The company had forecast an increase
in the range of 2% to 3%.

System same-store sales at Qdoba Mexican Grill(R) increased 4.5%
in the first quarter, as forecast, on top of a year-ago increase
of 4.1%.  The increase represented Qdoba's 34th consecutive
quarter of comparable sales growth.

Restaurant operating margin was 17.1% of sales in the first
quarter.  Food and packaging costs, which were at 32.8% of sales,
were consistent with costs incurred in each of the previous two
quarters but were 170 basis points higher than the year-ago
quarter.  Costs continue to run significantly higher than last
year for cheese, eggs and shortening.  Produce costs were also
higher than last year due to inclement weather.  Labor management
and control of other restaurant-related costs partially offset the
impact of higher commodity costs compared with last year.

Jack in the Box opened 10 new company and franchised restaurants
in the first quarter, the same as last year, while Qdoba opened 25
company and franchised restaurants versus 29 locations last year.  
At Jan. 20, the company's system total comprised 2,138 Jack in the
Box restaurants, including 726 franchised locations, and 414 Qdoba
restaurants, including 320 franchised locations.

Gains on sale of 28 company-operated Jack in the Box restaurants
to franchisees totaled $16.8 million in the first quarter compared
with $7.2 million in the year-ago quarter from the sale of 15
restaurants.  The difference in average gains is related to the
specific sales and cash flows of restaurants sold.

Capital expenditures were $58.0 million in the first quarter
compared with $39.6 million in the same quarter last year, with
the increase due primarily to investment in the Jack in the Box
restaurant re-image program and kitchen enhancements.

                        Balance Sheet

At Jan. 20, 2008, the company's balance sheet showed total assets
of $1.3 billion and total liabilities of $928.8 million, resulting
in a stockholders' equity of $435.6 million.  Equity, at Jan. 21,
2007, was $635.3 million.

                     About Jack in the Box

Headquartered in San Diego, California, Jack in the Box Inc.
(NYSE: JBX) -- http://www.jackinthebox.com/-- operates and
franchises Jack in the Box(R) restaurants, with more than 2,000
restaurants in 17 states.  The company also operates a proprietary
chain of convenience stores called Quick Stuff(R), with more
than 50 locations, each built adjacent to a full-size Jack in
the Box  restaurant and including a major-brand fuel station.
Additionally, through a wholly owned subsidiary, the company
operates and franchises Qdoba Mexican Grill(R), with more than
300 restaurants in 40 states.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2007,
Standard & Poor's Ratings Services revised its outlook on Jack in
the Box Inc. to stable from negative.

The ratings on Jack in the Box (including the 'BB-' corporate
credit rating) reflect leverage that improved to about 4.1x for
the 12 months ended April 15, 2007, from a high 4.5x after the
company's December 2006 $475 million term loan issuance.


KAVIR DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kavir Development LLC
        11445 East Via Linda,
        Suite 2-484
        Scottsdale, AZ 85259

Bankruptcy Case No.: 08-02978

Chapter 11 Petition Date: March 21, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Dean M. Dinner, Esq.
                  Jennings, Haug & Cunningham LLP
                  2800 N. Central Avenue, Suite 1800
                  Phoenix, AZ 85004-1049
                  602-234-7800

Estimated Assets: $1,000,001 to $100 million

Estimated Debts: $1,000,001 to $100 million

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kevin Moshir                     loan              $2,600,000
15324 N. 106th Place
Paradise Valley, AZ 85255

Max Mozoon                       promissory note   $1,400,000
7373 N. 71st Place
Paradise Valley, AZ 85253

Joe Bernard                      trade debt        $111,300
4091 E. Melody Lane
Gilbert, AZ 85234

Jim Nearhood                     legal fees        $10,000

Arch Aluminum & Glass Co. Inc.   trade debt        $5,624

Brothers Masonry                 trade debt        $3,741

All state Rent a Fence           trade debt        $2,206

H & E Equipment                  trade debt        $1,614

Santerre & Vande Krol Ltd.       legal fees        $1,286

City of Gilbert                  water             $863

Protection Systems               fire alarm        $676


KENT FUNDING: 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
Kent Funding III, Ltd.:

Class Description: $325,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2047

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

Class Description: $113,000,000 Class A-3 Third Priority 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: $55,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2047

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $10,000,000 Class C Fifth Priority Mezzanine
Deferrable Floating Rate Notes due 2047

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

Class Description: $11,000,000 Class D Sixth Priority Mezzanine
Deferrable Floating Rate Notes due 2047

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

In addition, Moody's put these notes on review for possible
downgrade:

Class Description: $780,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2047

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

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


KIA MARTIN: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kia Martin
        4936 Paramount Way
        Fairfield, CA 94534

Bankruptcy Case No.: 08-23715

Chapter 11 Petition Date: March 26, 2008

Court: Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: Timothy J. Walsh, Esq.
                  1319 Travis Boulevard
                  Fairfield, CA 94533
                  Tel: (707) 429-1990

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
BMW Financial                  automobile; value of  $47,141
P.O. Box 3608                  security: $36,000
Dublin, OH 43016-0306

Mission Financial              automobile; value of  $260,000
P.O. Box 29049                 security: $25,000
Santa Ana, CA 92799

First Premier Bank             credit card           $556
P.O. Box 5524
Sioux Falls, SD 57117

Credit One Bank                credit card           $364


KLEROS PREFERRED VIII: Moody's Reviews Ratings on Seven Classes
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Kleros Preferred Funding
VIII, Ltd.:

Class Description: $2,400,000,000 Class A-1A First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2052

  -- 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: $150,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $180,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $144,000,000 Class A-3 Fourth Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $52,500,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $26,500,000 Class C Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2052

  -- Prior Rating: A2
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $32,000,000 Class D Seventh Priority Mezzanine
Deferrable Floating Rate Notes Due 2052

  -- Prior Rating: Baa2
  -- 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.


KLEROS CDO I: Poor 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
Kleros Real Estate CDO I, Ltd.:

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

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

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

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

Class Description: $18,700,000 Class B Third Priority Senior
Secured Floating Rate Notes Due October 2046

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $20,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due October 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $26,000,000 Class D Fifth Priority Mezzanine
Deferrable Fixed Rate Notes Due October 2046

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


KLEROS CDO II: Six 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
Kleros Real Estate CDO II, Ltd.:

Class Description: Class A-1A First Priority Senior Secured
Floating Rate Notes due November 2046

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

Class Description: Class A-1B Notes Second Priority Senior Secured
Floating Rate Notes due November 2046

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: Class A-2 Notes Third Priority Senior Secured
Floating Rate Notes due November 2046

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

Class Description: Class B Notes Fourth Priority Senior Secured
Floating Rate Notes due November 2046

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

Class Description: Class C Notes Fifth Priority Senior Secured
Floating Rate Notes due November 2046

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

Additionally, Moody's downgraded these notes:

Class Description: Class D Notes Sixth Priority Mezzanine
Deferrable Floating Rate Notes due November 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.


KLEROS CDO IV: Eroding Credit Quality Prompts Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
these notes issued by Kleros Real Estate CDO IV, Ltd.:

Class Description: $300,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due December 2050

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

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

Class Description: $300,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Delayed Draw Notes Due December 2050

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

Class Description: $250,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due December 2050

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

Class Description: $52,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due December 2050

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

Class Description: $21,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due December 2050

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

Class Description: $47,000,000 Class C Sixth Priority Senior
Secured Floating Rate Notes Due December 2050

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $9,000,000 Class D Seventh Priority Mezzanine
Deferrable Floating Rate Notes Due December 2050

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

Class Description: $9,000,000 Class E Eighth Priority Mezzanine
Deferrable Floating Rate Notes Due December 2050

  -- 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.


KNOLLWOOD CDO: Moody's Downgrades 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
Knollwood CDO II Ltd.:

Class Description: Class A-1VF 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: Class A-2S Second Priority 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: Class A-2J Third Priority 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: Class B Fourth Priority 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: Class C Fifth Priority Senior Secured
Deferrable Floating Rate Notes Due 2046

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

Class Description: Class D Sixth Priority Mezzanine Secured
Deferrable Floating Rate Notes Due 2046

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

Additionally, Moody's downgraded these notes:

Class Description: Class E Seventh Priorty Mezzanine Secured
Deferrable Floating Rate Notes 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.


LAWGIX INT'L: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lawgix International Inc.
        1221 Faultless Drive
        P.O. Box 327
        Ashland, OH 44805

Bankruptcy Case No.: 08-60869

Chapter 11 Petition Date: March 25, 2008

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Anthony J. DeGirolamo, Esq.
                  116 Cleveland Avenue, N.W.
                  Suite 625
                  Canton, OH 44702
                  Tel: 330-588-9700
                  Fax: 330-588-9713
                  ajdlaw@sbcglobal.net

Estimated Assets: less than $50,000

Estimated Debts: $1,000,001 to $10 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mansfield Bag & Paper Co. Inc.   trade debt        $1,525,000
Attn: Joseph Olecki, Esq.
28 Park Avenue W.
Manfield, OH 44902

BPL International Ltd.           trade debt        $1,504,000
Attn: Joseph Olecki, Esq.
28 Park Avenue W.
Manfield, OH 44902

Pacific Polysack                 trade debt        $136,499
113 SOI 53
Rama 3 Road
Bang Pong Pang, Thailand 10120

Market Bag Company               trade debt        $57,199

American Express                                   $37,358

Chase                                              $35,140

JMJ Bulk Packaging               trade debt        $33,523

PacCon                           trade debt        $18,900

Alliance International           trade debt        $11,691

Schenker of Canada Limited       trade debt        $10,647

Tucker, Ellis & West LLP         trade debt        $10,647

Capital One FSB                                    $9,745

Good & Potts                                       $5,188

C.H. Robinson Worldwide Inc.     trade debt        $3,384

Schenker Inc.                    trade debt        $2,905

Bemis Company Inc.               trade debt        $2,154

Frank W. Winne & Son Inc.        trade debt        $1,794

Dayton Freight Lines Inc.        trade debt        $1,631

Coblentz Bros. Inc.              trade debt        $1,174

Mr. Box                          trade debt        $1,107


LEVITT AND SONS: BofA Opposes Omnibus Motions to Reject Contracts
-----------------------------------------------------------------
Bank of America, N.A. asks the U.S. Bankruptcy Court for the
Southern District of Florida to deny the requests by certain
Levitt and Sons LLC debtor-affiliates to reject executory
contracts.

BofA and these Debtors entered into a series of loan and security
documents pursuant to which BofA loaned funds to the Debtors for
the purchase of certain real property located throughout Florida.  
As security for their obligations under the Loan Agreements, the
BOA Debtors each granted BofA security interests in the BOA
Properties.

BofA relates that it timely perfected its first priority security
interests in the BOA Properties and related personal property,
cash, deposits and other collateral under the laws of all
applicable jurisdictions.

Craig V. Rasile, Esq., at Hunton & Williams LLP, in Miami,
Florida, informs the Court that the BOA Debtors triggered events
of default under the Loan Agreements by, among other things,
failing to make payments of principal and interest when due and
failing to comply with certain financial covenants.  BofA gave
the BOA Debtors notice of their defaults under the Loan
Agreements on Nov. 1, 2007.

As of the date of bankruptcy, the BOA Debtors remained in default
under the Loan Agreements and the full amount due under the Loan
Agreements remained due and payable by the BOA Debtors to BofA,
according to Mr. Rasile.

The BOA Collateral is depreciating as the BOA Debtors' Chapter 11
cases proceed, Mr. Rasile states.  The value of the BOA
Properties is falling due to, among other things, the poor real
estate market and the BOA Debtors' "apparent abandonment" of
development efforts, he says.

On Nov. 29, 2007, the Bankruptcy Court granted the BOA
Debtors' request to abandon the BOA Properties to BofA.  On
Feb. 6, 2008, the Circuit Court of the Seventeenth Judicial
Circuit in and for Broward County, Florida, appointed Andrew
Bolnick as receiver for the BOA Collateral.

On Jan. 28, 2008, the Bankruptcy Court also entered an order
granting BofA relief from the automatic stay, or alternatively,
adequate protection with respect to the BOA Properties.

Subsequently, the Debtors filed omnibus motion seeking the
rejection of certain contracts, including contracts related to
the BOA Properties.

Mr. Rasile argues that the executory vendor contracts subject for
rejection were not carved out of the January 2008 Lift Stay Order,
and the executory vendor contracts are not property of the
Debtors' estates.  "BofA is the real party-in-interest in the
executory vendor contracts," he asserts.

According to Mr. Rasile, BofA and Mr. Bolnick, as receiver for
the BOA Collateral, are currently evaluating the Executory Vendor
Contracts.  BofA thus seeks that rejection be delayed until the
process is completed.

With respect to certain other contracts subject for rejection,
BofA and Mr. Bolnick have not determined how to proceed with the
contracts at issue.  To the extent the Debtors do not want the
responsibility of addressing the executory contracts for houses
in the BOA Properties, the Debtors should abandon their interests
in the purchase contracts or grant BofA relief from the automatic
stay to pursue its rights with respect to those purchase
contracts, Mr. Rasile states.

                      About Levitt and Sons

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

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

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors are seeking to extend their exclusive period to file a
plan of reorganization to April 10, 2008.  (Levitt and Sons
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Wachovia Opposes Reconsideration Plea on DIP Loan
------------------------------------------------------------------
Wachovia Bank N.A. opposed Phillips and Jordan, Inc.'s request for
a rehearing or reconsideration of the memorandum opinion issued by
the U.S. Bankruptcy Court for the Southern District of Florida
authorizing certain Levitt and Sons LLC debtor-affiliates to incur
postpetition financing.  Wachovia wants the Reconsideration Motion
denied.

As reported in the Troubled Company Reporter, the Court, on a
final basis, permitted Levitt and Sons of Horry County, LLC;
Levitt and Sons of Hall County, LLC; Levitt and Sons of Cherokee
County, LLC; Levitt and Sons of Paulding County, LLC; Levitt and
Sons at World Golf Village, LLC; and Levitt and Sons of Manatee
County, LLC, to borrow up to $3,500,000 from Wachovia Bank, to
fund the further construction and sale of seven partially built
housing projects in Georgia, Florida and South Carolina.

The Court further authorized the Debtors to enter into the DIP
Loan Agreement with Wachovia Bank, which provides for the
appointment of a chief administrator.

As reported in the Troubled Company Reporter on March 3, 2008,
Phillips and Jordan sought reconsideration of the Final DIP Order.  

Phillips and Jordan argued that it has properly perfected
prepetition mechanic's liens against certain property of Levitt
and Sons of Horry County, LLC, for necessary labor, services and
materials provided to its project.  Phillips and Jordan also
argued that that the Final DIP Order constitutes "clear error and
manifest injustice" to Phillips and Jordan, and other secured
lienholders.  Phillips and Jordan said it was an error for the
Court to approve the DIP Financing without proper notice and
without making the requisite determination under Section 363(f)(3)
of the U.S. Bankruptcy Code that the sales proceeds of the
Debtors' properties would exceed the value of the property and all
liens on the property.

Robert N. Gilbert, Esq., at Carlton Fields, P.A., in West Palm
Beach, Florida, representing Wachovia Bank, states that neither
Rule 9023 nor Rule 9024 of the Federal Rules of Bankruptcy
Procedure, which makes applicable Rules 59 and 60 of the Federal
Rules of Civil Procedure, supports a rehearing or reconsideration
of the Memorandum Opinion.

The Reconsideration Motion merely restates the very same arguments
and objections, which were raised in opposition to the DIP
Financing, Mr. Gilbert notes.  In ruling on the DIP Financing
Motion, the Court specifically found and concluded that notice was
appropriated, adequate and sufficient pursuant to Sections 364 and
506 of the Bankruptcy Code, as well as Rule 3012 of the Federal
Rules of Bankruptcy Procedure, he says.

Moreover, the valuation hearing under Section 506 of the
Bankruptcy Code may be conducted in connection with a hearing on
the approval of a DIP financing, Mr. Gilbert avers.

Even if there had been some error in the Memorandum Opinion --
which there was not -- the Memorandum Opinion must remain
undisturbed as provided by Section 364(e) of the Bankruptcy Code,
Mr. Gilbert states.

The Wachovia Debtors agree with Wachovia's arguments, and ask the
Court to deny the Reconsideration Motion.

                      About Levitt and Sons

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

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

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors are seeking to extend their exclusive period to file a
plan of reorganization to April 10, 2008.  (Levitt and Sons
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Wachovia Wants Agents to Return Unpaid Deposits
----------------------------------------------------------------
Wachovia Bank N.A. asks the U.S. Bankruptcy Court for the Southern
District of Florida to direct third party escrow agents to return
only deposits that were not paid for homes located in the Wachovia
Projects, unless the homeowner has rejected its purchase contract.

Wachovia Bank relates that it extended prepetition loans to
certain Debtors.  The Debtors' prepetition indebtedness currently
exceeds $100,000,000; and is secured by, inter alia, first
priority liens on real and personal property of the Debtors and on
various projects in Florida, Georgia, and South Carolina.

The Debtors sought an order directing third party escrow agents to
return escrowed deposits to certain homeowners, and directing
Broad and Cassel to pay the remainder of the deposit money it
holds to the Debtors.

On Wachovia Bank's behalf, Robert N. Gilbert, Esq., at Carlton
Fields, P.A., in West Palm Beach, Florida, notes that the
Debtors' Escrow Motion concerns many deposits that were paid for
houses located in Wachovia Projects.  Specifically, part of
Wachovia Bank's encumbered property is located at the Seasons at
Prince Creek West, Seasons at Laurel Canyon, Cascades at
Sarasota, and Cascades at World Golf Village.

Wachovia Bank has not objected -- and does not plan on objecting
-- to the requests of homebuyers for the return of their deposits
and for the cancellation of their purchase contracts with the
Debtors, Mr. Gilbert relates.  Wachovia, however, opposes the
Debtors' Escrow Motion to the extent that the deposits listed
were paid by homebuyers who have not received cancellation of
their purchase contracts, he says.

Only six out of the 22 homebuyers referenced in the Escrow Motion
have requested cancellation of their contracts, according to Mr.
Gilbert.  Moreover, the Chief Administrator of the Wachovia
Projects is actively soliciting contract affirmations from
contract holders.  The Chief Administrator will likely commence
construction in the near future, allowing partially finished
houses to be completed and sold pursuant to the outstanding
contracts, he adds.

                      About Levitt and Sons

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

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

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors are seeking to extend their exclusive period to file a
plan of reorganization to April 10, 2008.  (Levitt and Sons
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LIBERTY MEDIA: Court Rejects Objections to IAC's Spin-Off Plan
--------------------------------------------------------------
Vice Chancellor Stephen Lamb of the Delaware Chancery Court on
Friday ruled in favor of IAC/Interactivecorp in the company's
legal feud with Liberty Media Corporation, various reports say.  
The Court ruled that IAC doesn't need to ask Liberty's consent
before it proceeds with its plan to spin-off IAC into five
separate companies, reports relate.

According to Judge Lamb, IAC must execute its plan based on its
proposed single-voting structure but allowed Liberty to raise
objections as the spin-off progresses, reports reveal.

However, Judge Lamb deferred his ruling on whether IAC's directors
fulfilled their fiduciary duties asserting that the board has not
fully consented to the plan, based on the reports.  The judge,
reports say, is expected to issue a ruling on this matter at a
future date.

As reported in the Troubled Company Reporter on March 18, 2008,
the Court will release its judgment on March 28, 2008, on whether
IAC chairman Barry Diller's spinoff scheme of the company has
violated his covenant with largest shareholder Liberty.

Reports say that Mr. Diller is now left with the task to improve
stock price as he splits IAC into five.  According to the reports,
Mr. Diller's management style was in question after IAC's stock
prices dropped.  Reports also note IAC's $144.1 million net loss
on net revenues of $6.4 billion for the 12 months ended Dec. 31,
2007, and its net loss of $369.9 million on net revenues
of $1.9 billion for the fourth quarter ended Dec. 31, 2007.

Analysts are pessimist over IAC's future stating that the company
will encounter challenges to prove that a spin-off will cure its
financial woes, based on the reports.  Analysts commented, reports
add, that IAC's divisions at present are already having troubles
and will face more troubles as stand-alone entities.

Mr. Diller, reports relate, is set to present the spin-off plan to
the board of directors in April or May this year.

As reported in the Troubled Company Reporter on March 11, 2008,
John Malone, Liberty Media chairman, asserted on a March 10 Court
hearing that the proposed spinoff of IAC/InterActiveCorp violates
over a decade old pact between the companies.

Primary witness, Mr. Malone, pressed that Liberty Media should
continue to enjoy its rights based on a dual-voting structure.
However, Mr. Diller elected for a single-voting structure in
deciding on the spinoffs.

If Mr. Diller is proven to have trespassed the deal, that
agreement is called off and he will be dismissed as chairman and
chief executive of the company.  If the judge rule that Mr. Diller
complied with the contract, the second debate will be whether Mr.
Diller and his board disregarded their duties to stockholders with
the plan.

                            About IAC

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

                        About Liberty Media

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

                          *     *     *

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


LIBERTY MEDIA: Disappointed with Court's Ruling Favoring IAC
------------------------------------------------------------
Liberty Media Corporation commented Friday on the ruling by the
Delaware Chancery Court, regarding the IAC/InterActiveCorp
litigation.

Liberty said it is disappointed that the Court did not agree with
its position on a number of its claims.  However, it is important
to note that the Court deferred a decision on whether the IAC
Board is complying with their fiduciary duties pending further
action by the IAC Board, Liberty stated.

Its primary objection to the spin-offs relates to the proposed use
of a single-tier voting structure, the company explained.  Liberty
has never suggested that it was otherwise opposed to the spin-
offs, it added.

Liberty said it is evaluating all of its options, including
whether to appeal the Court's decision.  In any event, the company
expects that the IAC Board will heed its fiduciary duties and will
act appropriately to ensure a fair and equitable outcome.  Whether
Liberty will take any further legal action to enforce these duties
will depend on the course pursued by the IAC Board.

                            About IAC

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

                        About Liberty Media

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

                          *     *     *

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


LIBERTY MEDIA: Extends Redemption of Debentures to April 2013
-------------------------------------------------------------
Liberty Media LLC modified the indenture related to its 0.75%
Exchangeable Senior Debentures due 2023.  Liberty intends to
modify the terms of the Debentures, effective as of the expiration
of the put period relating to the Debentures, to:

   -- defer its ability to redeem the Debentures until April 5,
      2013;

   -- surrender its right to elect to pay holders of Debentures,
      in whole or in part, with shares of Time Warner Inc. common
      stock upon maturity or redemption of the Debentures -
      rather, Liberty would make such payments solely in cash; and

   -- increase the rate of interest accruing on the Debentures
      from 0.75% to 3.125% for all interest periods beginning on
      or after March 30, 2008.

The intended modifications were reviewed with the trustee under
the indenture, and Liberty expects the intended modifications to
be memorialized in a supplemental indenture.  Once a supplemental
indenture giving effect to these modifications is executed,
Liberty will issue statement and notice of amendment to its notice
of put right, which will include a summary of the tax consequences
of the modifications.  

Headquartered in Englewood, Colorado, Liberty Media LLC --
http://www.libertymedia.com/-- is a holding company and a wholly  
owned subsidiary of Liberty Media Corporation, which, through its
ownership of interests in subsidiaries and other companies, is  
engaged in the video and on-line commerce, media, communications
and entertainment industries.  Through its subsidiaries, the
company operates in North America, Europe and Asia.  The company's
principal businesses and assets include QVC Inc. and Starz LLC and
interests in IAC/InterActiveCorp, Expedia Inc. and News
Corporation.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Fitch Ratings has affirmed these ratings for Liberty Media LLC
and its subsidiary QVC Inc.: (i) issuer default rating  at 'BB';
and (ii) senior unsecured debt at 'BB'.


LIBRA CDO: Moody's Junks Rating on $90 Mil. C Notes From 'Baa3'
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Libra CDO Limited:

Class Description: Senior Swap Agreement dated as of Oct. 17, 2006

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

Class Description: $150,000,000 Class A 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: $82,500,000 Class B Secured Floating Rate Notes
due 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $90,000,000 Class C Secured Deferrable Floating
Rate Notes due 2046

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

Class Description: $52,500,000 Class D Mezzanine Secured
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.


LINCOLN AVENUE: Five Classes of 2046 Notes Get Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Lincoln Avenue ABS CDO, Ltd.:

Class Description: $1,094,000,000 Class A-1 Floating Rate Secured
Notes due 2046

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

Class Description: $77,000,000 Class A-2 Floating Rate Secured
Notes due 2046

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

lass Description: $26,000,000 Class B Floating Rate Secured Notes
due 2046

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

Class Description: $21,000,000 Class C Deferrable Floating Rate
Secured Notes due 2046

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

Class Description: $19,000,000 Class D Deferrable Floating Rate
Secured Notes due 2046

  -- 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.


LIONEL LLC: Judge Lifland Confirms Restructuring Plan
-----------------------------------------------------
The Honorable Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York confirmed Lionel LLC's restructuring
plan, Christopher Scinta of Bloomberg New reports.

Trains Acquisition LLC, Guggenheim Corporate Funding LLC and
Westport will provide at least $59 million in term loan to Lionel,
Mr. Scinta says.  Lionel's chief executive Jerry Calabrese,
Guggenheim Corporate and Train Acquisition will commit $65 million
in the aggregate pursuant to the plan, Mr. Scinta adds.

According to Bloomberg, Lionel is ironing out a $40 million exit
loan from a lender, which the Debtor's bankruptcy counsel did not
name.

As reported in the Troubled Company Reporter on March 20, 2008,
the Debtors' financial advisor, Houlihan Lokey Howard & Zukin
Capital, L.P., estimated that the Debtors' reorganization value
ranges between $88 million and $122 million as stated in its
Disclosure Statement.

                       Treatment of Claims

On the effective date of the plan, holders of DIP Facility claims,
administrative claims, professional fee claims, and priority tax
claims will receive in full:

   a) cash equal to the amount of each respective claim; or

   b) other treatment as to which the Debtors and respective
      parties have agreed upon.

Secured claims, other priority claims, general unsecured claims
will also be paid in full, with additional postpetition interest.

Intercompany claims will be reinstated and paid in the ordinary
course of business, but will be paid after the payment of general
unsecured claims.

Under the plan, Lionel will retain all existing Liontech common
stock interests, but will not receive or retain any property on
account of the existing Lionel membership interests.

                      MTH Litigation Update

As previously reported in the Troubled Company Reporter, the
Debtors' bankruptcy filing was prompted by a $40.8 million
judgment against the company for alleged misappropriation by a
subcontractor relating to toy train designs from a competitor,
Mike's Train House.

Pursuant to the Plan, Lionel has entered into a settlement
agreement resolving the MTH Claims and any other claims by MTH
against Lionel.  The MTH Settlement Agreement will become
effective upon the satisfaction of certain conditions:

    i) entry of the Confirmation Order;

   ii) satisfaction of all conditions to effectiveness of the
       Plan; and

  iii) approval of the MTH Settlement Agreement.

The Debtors are seeking approval of the MTH Settlement Agreement
in connection with confirmation of the Plan.

As a result of the settlement, all litigation pending prior to and
during the Debtors' Chapter 11 Cases between Lionel and MTH will
be dismissed.

By agreement of Lionel and MTH, the MTH Settlement Agreement and
its terms are confidential.

The Debtors believe that the settlement is fair and reasonable and
that it is in the best interests of all parties in interest to
settle the MTH Claims under the terms of the MTH Settlement
Agreement.

                         About Lionel LLC

Based in Chesterfield, Michigan, Lionel L.L.C. --
http://www.lionel.com/-- markets model train products, including    
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.  
The Company and its affiliate, Liontech Company, filed for chapter
11 protection on Nov. 15, 2004 (Bankr. S.D.N.Y. Case Nos. 04-17324
and 04-17324).  Adam C. Harris, Esq., Abbey Walsh, Esq., and Adam
L. Hirsch, Esq., at Schulte Roth & Zabel LLP; Dale Cendali, Esq.,
at O'Melveny & Myers LLP; and Ronald L. Rose, Esq., at Dykema
Gossett PLLC, represent the Debtors.  Houlihan Lokey Howard &
Zukin Capital, L.P. and Ernst & Young LLP are the Debtors'
financial advisors.  Kurtzman Carson Consultants LLC acts as the
Debtors' noticing and claims agent.  As of May 31, 2007, the
Debtor disclosed total assets of $39,161,000 and total debts of
$62,667,000.

Alan D. Halperin, Esq., and Robert D. Raicht, Esq., at Halperin
Battaglia Raicht, LLP, represent the Official Committee of
Unsecured Creditors.  FTI Consulting, Inc., is the Committee's
financial advisor.  Alec P. Ostrow, Esq. in New York, represents
Mike's Train House, Inc.

                         About Lionel LLC

Based in Chesterfield, Michigan, Lionel L.L.C. --
http://www.lionel.com/-- markets model train products, including    
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.  
The Company and its affiliate, Liontech Company, filed for chapter
11 protection on Nov. 15, 2004 (Bankr. S.D.N.Y. Case Nos. 04-17324
and 04-17324).  Adam C. Harris, Esq., Abbey Walsh, Esq., and Adam
L. Hirsch, Esq., at Schulte Roth & Zabel LLP; Dale Cendali, Esq.,
at O'Melveny & Myers LLP; and Ronald L. Rose, Esq., at Dykema
Gossett PLLC, represent the Debtors.  Houlihan Lokey Howard &
Zukin Capital, L.P. and Ernst & Young LLP are the Debtors'
financial advisors.  Kurtzman Carson Consultants LLC acts as the
Debtors' noticing and claims agent.  As of May 31, 2007, the
Debtor disclosed total assets of $39,161,000 and total debts of
$62,667,000.

Alan D. Halperin, Esq., and Robert D. Raicht, Esq., at Halperin
Battaglia Raicht, LLP, represent the Official Committee of
Unsecured Creditors.  FTI Consulting, Inc., is the Committee's
financial advisor.  Alec P. Ostrow, Esq. in New York, represents
Mike's Train House, Inc.


LITTLE TRAVERSE: Compact Fee Payments Won't Affect Moody's Ratings
------------------------------------------------------------------
Moody's Investors Service said that the ratings and outlook of
Little Traverse Bay Band of Odawa Indians remained unchanged after
a settlement agreement was reached with the State of Michigan
regarding the payment of compact fees.  

Moody's believes that the settlement, which resolves the
litigation, is favorable to LTBB as it allows the company to
recover approximately half of the amount in the Court-administered
escrow account corresponding to the previously due 8% compact
fees.  It also lowers the payment of compact fees to 6% from 8% of
LTBB's slot machines net win, starting in 2008, and authorizes
further rate reduction, should the company's revenues be penalized
by new gaming competition in the State of Michigan.

However, Moody's also noted that LTBB's 2007 EBITDA was 18% below
plan and 3% below the previous year's performance, due to higher
operating expenses.  While LTBB's 2007 financial metrics -- total
debt EBITDA slightly below 5 times and EBIT/cash interest of 1.4
times -- still adequately position LTBB in the B2 rating category,
Moody's expects cost reductions in the near term in order to
offset weaker top-line prospects.

Sluggish consumer spending in the company's local economy and high
gasoline prices, affecting patrons in areas more than 100 miles
from LTBB's gaming facility, could indeed negatively impact LTBB's
revenues.  Liquidity is expected to remain adequate, as available
cash and restricted investments on balance sheet together with
EBITDA and the cash proceeds from the Court-held escrow account
should more than cover debt service obligations and capital
expenditures in the near term.  Moody's also anticipates that LTBB
will continue to appropriately adjust its cash distributions to
the tribe, based on the level of its internal cash flows.

Against this backdrop, should LTBB's total debt EBITDA exceed 5.5
times and EBIT cash interest approach 1.0 times, negative
pressures could be exerted on the ratings.

LTBB is a federally-recognized Indian tribe with approximately
4,000 enrolled members.  LTBB owns the Odawa Casino Resort in
Petoskey, Michigan.  The Odawa Casino Resort replaced the
Victories Casino in June 2007.


LOS ROBLES: Moody's Reviews 'Ba2' Rating on $30.75 Million Notes
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Los Robles CDO Ltd.:

Class Description: Up to $187,500,000 Class A-1a Floating Rate
Notes Due Aug. 12, 2047

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

Class Description: $112,500,000 Class A-1b Floating Rate Notes Due
Aug. 12, 2047

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

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

Class Description: $225,000,000 Class A-2 Floating Rate Notes Due
Aug. 12, 2047

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

Class Description: $67,500,000 Class A-3 Floating Rate Notes Due
Aug. 12, 2047

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

Class Description: $33,000,000 Class B Floating Rate Notes Due
Aug. 12, 2047

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

Class Description: $37,500,000 Class C Deferrable Interest
Floating Rate Notes Due Aug. 12, 2047

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $30,750,000 Class D Deferrable Interest
Floating Rate Notes Due Aug. 12, 2047

  -- 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.


MAGNOLIA II 2006-5: Moody's Reviews 'Ba1' 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 D2:

Class Description: Series 2006-5 D2

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba1, 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: Can Hire Carl Marks as Financial & Mgmt Consultant
----------------------------------------------------------------
Manis Lumber Co. and its debtor-affiliates obtained authority from
the U.S. Bankruptcy Code for the Northern District of Georgia to
employ Carl Marks Advisory Group LLC as financial and management
consultant.

CMAG will have full authority to manage insolvency, reorganization
and restructuring process, if any, and assist the Debtors in their
efforts to sell various divisions and assets.

CMAG managing director J. Jette Campbell will serve as the
Debtors' chief restructuring advisor.  Another CMAG managing
director, Gordon McLean, will oversee the Debtors' day-to-day
operations.

In addition, CMAG will be responsible for assisting management in
the development of a liquidation plan while overseeing all aspects
of the plan, including the approval of all disbursements and
actions taken as part of the liquidation, well as reporting weekly
on cash flow and budgeted expenses.

J. Jette Campbell, principal of Carl Marks Advisory Group LLC,
told the Court that the Debtors paid CMAG $80,000 in fees and
reimbursement of expenses totaling $10,427 for the assessment of
the Debtors' business and operations.  The Debtors also agreed to
pay CMAG $25,000 per week, payable in advance, plus reimbursement
of expenses upon presentation of an invoice.  

Mr. Campbell related that the Debtors provided the firm $125,000
retainer to apply against unpaid fees and expenses.  The Debtors
have paid the firm $275,000 in fees and reimbursed $16,652 in
expenses, as of the bankruptcy filing.

Mr. Campbell assured the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

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.


MAXIM HIGH: Declining Credit Quality Cues Moody's Rating Reviews
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Maxim High Grade CDO II,
Ltd.:

Class Description: $1,200,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2053

  -- 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: $500,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $100,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $100,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $36,500,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $15,000,000 Class C Sixth Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $20,000,000 Class D Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2053

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $19,000,000 Class E Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2053

  -- 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.


MERCURY CDO: Five Classes of 2048 Notes Get Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Mercury CDO III, Ltd.:

Class Description: $900,000,000 Class A-1 First Priority Delayed
Draw Senior Secured Floating Rate Notes Due 2048

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

Class Description: $30,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2048

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

Class Description: $40,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2048

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

Class Description: $13,500,000 Class C Fourth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2048

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

Additionally, Moody's downgraded these notes:

Class Description: $10,000,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2048

  -- 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.


MERRILL LYNCH: Moody's Junks Rating on Class B-5 From 'Ba2'
-----------------------------------------------------------
Moody's Investors Service downgraded 7 tranches issued by Merrill
Lynch Mortgage Investors Trust Series 2005-HE1.  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: Merrill Lynch Mortgage Investors Trust Series 2005-HE1

  -- Cl. M-2, downgraded from A2 to Baa1
  -- Cl. M-3, downgraded from A3 to Baa2
  -- Cl. B-1, downgraded from Baa1 to Baa3
  -- Cl. B-2, downgraded from Baa2 to Ba1
  -- Cl. B-3, downgraded from Baa3 to Ba2
  -- Cl. B-4, downgraded from Ba1 to B2
  -- Cl. B-5, downgraded from Ba2 to Caa3


MIDORI CDO: 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
Midori CDO, Ltd.:

Class Description: $122,500,000 Class A-1 Senior Secured Funded
Notes Due 2047

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

Class Description: $202,500,000 Class A-1 Senior Secured Unfunded
Notes Due 2047

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

Class Description: $81,500,000 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: $28,000,000 Class B Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $26,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2047

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

Additionally, Moody's downgraded these notes:

Class Description: $14,000,000 Class D Secured Floating Rate
Deferrable Notes Due 2047

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

Class Description: $5,500,000 Class E Secured Floating Rate
Deferrable Notes Due 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.


MIDWAY AIRLINES: Former Workers Entitled to Get $85 in Back-Pay
---------------------------------------------------------------
Midway Airlines Corp.'s former workers are entitled to an
$85-back-pay as settlement to their salary claims, The Associated
Press reports.

Chapter 7 trustee Joseph Callaway, however, stated that 95% of the
workers will get less than $85, AP says.  A bulk of the back-pay
is for postpetition vacation leave earned by former workers,
report states.

The Labor Department is presently enlisting about 200 Midway Air
workers entitled to the minimal back-pay, including ramp workers,
flight attendants and mechanics, relates AP.  According to the
report, union representing the Debtor's former officers and pilots
filed separate claim.

Headquartered in Morrisville, North Carolina, Midway Airlines
Corp., is in the commercial passenger airline business and also
provides cargo and charter transportation on a limited bases.  The
Company and its debtor-affiliate, Midway Airlines Parts, LLC,
filed for chapter 11 protection on Aug. 13, 2001 (Bankr. E.D.N.C.
Case No. 01-02319-5-ATS).  The Court converted the case to a
Chapter 7 liquidation proceeding on Oct. 30, 2003.  Joseph N.
Callaway served as the Debtors' Chapter 7 Trustee.  Gerald A.
Jeutter, Jr., Esq., at Kilpatrick Stockton LLP, represents the
Debtors.  When the Debtors filed for chapter 11 protection, they
listed total assets of $318,291,000 and total debts of
$231,952,000.


MONEYGRAM INT'L: S&P Holds 'B+' Rating on Recapitalization Closing
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
counterparty credit rating on MoneyGram International.  The rating
was removed from CreditWatch with negative implications, where it
was placed March 14, 2008.  The outlook is negative.
      
"The affirmation follows MoneyGram's announcement on March 25,
2008, that it successfully closed a recapitalization transaction
with an investment group led by affiliates of Thomas H. Lee
Partners and Goldman Sachs," said Standard & Poor's credit analyst
Rian M. Pressman, CFA.

The investors purchased $760 million of Series B and Series B-1
Preferred Stock, convertible into 79% of MoneyGram's common
equity, at an initial conversion price of $2.50 per share.   
Affiliates of Goldman Sachs ($500 million) and other investors
($250 million) provided debt financing. MoneyGram also had
$250 million outstanding under its existing $350 million credit
agreement at transaction close.
     
S&P's downgrade of MoneyGram on March 13, 2008, imputed the
additional debt associated with the recapitalization.  The
negative outlook reflects S&P's belief that, while MoneyGram's
issues with its float investment portfolio have been largely
resolved, the residual impact will be felt into 2008.  S&P expects
MoneyGram to have approximately $350 million of realized
securities losses in the first quarter, resulting in a net loss
for 2008.  Also, S&P is not certain what impact MoneyGram's
restructuring of its Payment Systems segment will have on
profitability at this time.
     
The investment return that MoneyGram will earn on its investment
portfolio will be lower because it is mostly invested in cash and
short-term government and government agency securities.  This will
eventually be mitigated by the lower commission MoneyGram will pay
to its official check clients.  However, the full effect may not
be completely felt until the top-10 financial institution clients
stop issuing official checks, which is expected by the end of
2008.
     
Further uncertainty revolves around the impact that MoneyGram's
new majority owners will have in terms of business strategy and
corporate governance.  Lastly, the SEC is currently conducting an
informal inquiry related to MoneyGram's accounting practices,
especially with regard to its investment portfolio.  The outcome
and potential costs associated with this inquiry are unknown at
this time.     

Despite these uncertainties, the recapitalization has largely
resolved S&P's immediate concerns regarding the Payment Systems
segment.  MoneyGram's portfolio of asset-backed securities (which
included significant collateralized debt obligations and subprime
residential mortgage-backed securities investments) has mostly
been liquidated.  (Remaining balances are booked at severe
discounts.)  The payment asset and obligation balance has been
restored in excess of the 1:1 ratio required by clearing banks and
regulatory authorities.  MoneyGram will now be able to refocus its
energies on its core Global Funds Transfer segment.  S&P continues
to believe that this business, if levered conservatively, would
warrant an investment-grade rating.
     
The negative outlook reflects continued uncertainty regarding the
residual impact of the investment portfolio restructuring, ongoing
Payment Systems segment profitability, post-recapitalization
corporate governance, and the ongoing SEC inquiry.  A more
favorable rating outcome may be achieved if the previous
uncertainties are resolved to S&P's satisfaction, leverage is
reduced, and the Global Funds Transfer segment continues to
perform solidly.


MOVIE GALLERY: Landlords, et al., Object to Plan Confirmation
-------------------------------------------------------------
Various landlords and taxing authorities ask the Honorable Douglas
O. Tice of the U.S. Bankruptcy Court for the Eastern District of
Michigan to deny confirmation of Movie Gallery Inc. and its
debtor-affiliates' Second Amended Joint Plan of Reorganization.

                        Debtors' Landlords

Thirteen groups of landlords contend that the Court should deny
the plan confirmation:

   * The Macerich Company, RREEF Management Company, West Valley
     Properties, Westwood Financial Corporation, Watt
     Management Company, Sywest Development, Primestor Los
     Jardines, LLC, J.H. Snyder Company, Sol Hoff Company, LLC,
     and Beverly Wilcox Properties, LLC;

   * Aronov Realty Management, American Resurgens, Centro
     Properties Group, Developers, Diversified Realty
     Corporation, Federal Realty Investment Trust, General Growth
     Management, Inc., Investment Properties, LLC, Levin
     Management Corporation, The Morris Companies Affiliates, WP
     Realty and Regency Centers L.P.;

   * Artzibushev-University One, Limited;

   * BJS Sunshine, LLC;

   * Darien Associates, LP;

   * EVP I, LLC;

   * Hampton Village Associates LLC and BLDG-ICS Olney Inc.;

   * Hastings Associates, LLC;

   * LITH Shopping Center LLC;

   * NorthPark, LP;

   * Publix Super Markets, Inc.;

   * Teachers Insurance and Annuity Association of America, for
     the Benefit of its Separate Real Estate Account; and

   * Terramar Retail Centers, formerly known as GMS Realty, LLC.

The Macerich Company, et al., contend that the Debtors in
conjunction with the Court-approved Disclosure Statement,
represented that they would determine whether to assume or reject
their unexpired real property leases not later than 14 days prior
to the Voting and Plan objection deadlines.  Similarly, the Plan
provides for the filing of a Plan Supplement with the list of
leases that the Debtors will assume under the Plan.

However, the Debtors have neither identified the Leases they
intend to assume or reject, nor filed a Plan Supplement, making
Lessors unable to ascertain the final disposition of their
leases, and impacting their ability to decide on whether to
accept or reject the Plan, the Landlords maintain.

Furthermore, the Landlords lament that the Plan improperly seeks
authority to determine whether to assume or reject their leases
after the Voting Deadline and after confirmation of the Plan.

While assumption of the Debtors' leases can be effectuated though
their Chapter 11 Plan of Reorganization, Section 1123(b)(2) of
the U.S. Bankruptcy Code prohibits a reorganized debtor to assume
or reject leases following confirmation of a plan, the Landlords
note.

The Landlords add that allowing post-confirmation rejections of
leases will:

   -- potentially provide the Debtors with undue leverage in
      seeking a reduction of the Landlords' legitimate cure
      claims;

   -- expose the Landlords to becoming post-confirmation,
      interest-free involuntary lenders, which is inconsistent
      with the treatment entitled to Landlords under the
      Bankruptcy Code; and

   -- effectively disenfranchises the Landlords, disallowing them
      from deciding on how to vote on the Plan.

The Landlords note that while the Debtors intend to assume and
assign all of their leases to a special purpose entity called MG
Real Estate, the Plan does not provide its capitalization,
financial or operating history.  Absent the Debtors' sufficient
evidence of adequate assurance of future performance under
Section 365 of the Bankruptcy Code, the Landlords are unable to
assess MG Real Estate as a newly formed entity.

Pursuant to Section 365 of the Bankruptcy Code, BJS Sunshine
argues that, among other Landlords, it should be adequately
assured of the benefit of its prepetition Lease with the Debtors
even if the Lease is assumed and assigned to another party.

Hypothetically speaking, BJS Sunshine says, if the Plan were
confirmed, the Debtors could assign their Leases to any entity
seeking to replace the current business with one that may not
adhere with the current tenant mix, potentially breaching
Landlords' lease commitments with other tenants.

      Debtors Should Resolve Cure and Other Payment Matters

The Landlords contend that the Debtors need to provide a
mechanism to timely resolve various Landlords' outstanding cure
objections and adequately address the issue of unbilled year-end
reconciliation payments.

The Landlords relate that the Plan provides that proofs of claim
based upon Leases that are assumed will be deemed disallowed and
expunged as of their effective rejection dates; however, the Plan
provides that the resolution and payment of Cure Claims may
extend beyond the effective date of the Plan.

As a result, the Landlords continue, no Landlords' claims should
be disallowed or expunged until the cure claims for the Leases,
along with the preservation of the right to payment of all
outstanding unbilled charges under the Leases, are paid in full.

The Landlords further note that the broad injunction and releases
granted to the Debtors potentially release any claims, as well as
indemnity obligations that arose prior to the Effective Date,
depriving the Landlords of their claims for year-end adjustments
and reconciliations under the Leases.

NorthPark submits that the Plan's provision which deems that "the
Debtors will have no administrative expense liability to any
of their landlords for rental charges or occupancy of the leased
premises after [the] abandonment by virtue of the continued
presence at [the abandoned property's] premises" violates Section
1129(a)(1) of the Bankruptcy Code and should therefore be deleted
from the Plan.

Against this backdrop, the Landlords accordingly ask the Court to
deny confirmation of the Debtors' Plan absent an incorporation of
modifications under the Plan to resolve the Landlords'
outstanding issues.

                       Taxing Authorities

Three taxing authorities ask Judge Tice to deny confirmation of
the Debtors' Plan of Reorganization until the Debtors amend the
Plan to address their objections.

(1) The United States Internal Revenue Service

Aaron D. Gregory, Esq., special assistant United States attorney,
relates that the Internal Revenue Service filed estimated
protective claims for administrative expenses for $3,348,318
against Movie Gallery, Inc., and $4,281,639 against Hollywood
Entertainment Corporation.

Mr. Gregory notes that the IRS filed an amended claim in February
2008 against Movie Gallery for prepetition tax liabilities in the
amount of $521.

Mr. Gregory disputes the Plan to the extent that its provision
for release, exculpation and injunction prevents the IRS from
pursuing the Taxpayers for any liabilities, including, but not
limited to, the Trust Fund Recovery Penalties that may be related
to the Debtors' Chapter 11 proceeding.  

The Plan's proposed injunction violates the Section 7421(a) of
the Anti-Injunction Act, I.R.C., Mr. Gregory contends, citing
American Bicycle Association v. United States, 895 F.2d 1277 (9th
Cir. 1990).

(2) Maricopa County Treasurer

Maricopa County Treasurer, a secured tax lien creditor, contends
that certain of the Plan's provisions are inconsistent with their
Second Amended Disclosure Statement.

Rand L. Gelber, Esq., in Vienna, Virginia, relates that pursuant
to the Second Amended Disclosure Statement, Maricopa's taxes are
secured liens that are "prior and superior to all other liens and
encumbrances on the property"; however, the Plan does not
identify Maricopa County as a secured claimholder.

Moreover, the Plan fails to pay Maricopa its statutorily required
accrual of interest, which accrues on Maricopa's tax liens at the
statutory rate of 16% per annum, pursuant to Section 511 of the
Bankruptcy Code and Section and Arizona Law.

In the event of a discrepancy between the Second Amended
Disclosure Statement and Plan, the terms of the Plan will
control; hence the inconsistency relating to Maricopa's tax claim
should be resolved, Mr. Gelber contends.

(3) Commonwealth of Virginia, Department of Taxation

Mark K. Ames, Esq., at Taxing Authority Consulting Services,
P.C., in Richmond, Virginia, argues that the Plan does not
provide payment of interest on the Virginia Department of
Taxation's priority claim against the Debtors for $47,272 on
account of sales tax, litter tax and income taxes due for certain
reporting periods.

Mr. Ames contends that interest must be paid to the Taxation
Department's Claim, pursuant to Section 511 of the Bankruptcy
Code.  Accordingly, the statutory rate established by Section
58.1-15 of the Code of Virginia is 2% above the IRS rate
established in Section 6621 of the Internal Revenue Code, and is
currently 10%, Mr. Ames says.

Moreover, the Plan should provide the Taxation Department with an
adequate and expedient administrative remedy in the event of
default, specifically providing for the Taxation Department's
full reinstatement of its prepetition administrative collection
powers and the rights, Mr. Ames tells Judge Tice.

                       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. 23;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/     
or 215/945-7000)


MTR GAMING: Recent Events Won't Affect S&P's B+ Rating or Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that recent events
concerning MTR Gaming Group Inc. (B+/Stable/--) do not currently
affect its rating or outlook on the company.  Workers at MTR's
Mountaineer Racetrack and Gaming Resort in Chester, West Virginia
have authorized a strike, and the company announced a delay in
filing its 10-K for 2007 last week.  The company noted that the
delay relates to time constraints stemming from the disposition of
property at MTR's Ramada Inn and Speedway Casino in Nevada, as
well as the divestiture of its Speakeasy Gaming of Fremont Inc.
business.  Management anticipates filing the report within 15
calendar days from the required filing date of March 18, 2008.
     
As for the labor issue, it has been reported that more than 200
workers represented by the United Food and Commercial Workers
Union voted to reject company proposals for wage and health care
provisions and authorized a strike, though no strike date has yet
been announced.  Mountaineer Racetrack and Gaming Resort
represents approximately 55% of MTR's revenue.  While any
disruption to this operation would be meaningful to the company,
at this stage S&P is assuming that any work stoppage would be
relatively short-lived (weeks rather than months).  Still, S&P
anticipates that revenues and earnings would be meaningfully
affected by a strike, even if management manages to cover for the
affected workers.


NASSAU CDO: Deteriorating 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
Nassau CDO I, Ltd.:

Class Description: $600,000,000 Class A-1A First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2051

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

Class Description: $600,000,000 Class A-1B First Priority Senior
Secured Floating Rate Notes Due 2051

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

Class Description: $120,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2051

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

Class Description: $111,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2051

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

Class Description: $36,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2051

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

Class Description: $10,000,000 Class C Fifth Priority Mezzanine
Secured Floating Rate Notes Due 2051

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

Class Description: $5,000,000 Class D Sixth Priority Mezzanine
Secured Floating Rate Notes Due 2051

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

Additionally, Moody's downgraded these notes:

Class Description: 18,000 Preference Shares Par Value $0.01 Per
Share

  -- 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.


NATIONAL RV INC: Panel May Employ Xroads as Financial Advisors
--------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
Califonia granted permission to the Official Committee of
Unsecured Creditors appointed in National R.V. Inc. and National
R.V. Holdings Inc.'s chapter 11 cases, to employ XRoads Solutions
Group LLC as its financial advisors and consultants, nunc pro tunc
to Jan. 17, 2008.

Michael Schwarzmann, Esq., a member at Xroads, assured the court
that the firm does not hold or represent any interest adverse to
the Debtors or their estates, and that the firm is a
"disinterested person" as such term is defined under Sec. 101(14)
of the bankruptcy code.

The Court also ordered that Xroads will be entitled to allowance
of compensation and reimbursement of expenses, upon the filing and
approval of interim and final applications pursuant to existing
rules of bankruptcy procedure, local rules and such other orders
of the Court.

Based in Perris, California, National R.V. Inc. and its debtor-
affiliate, National R.V. Hondings Inc., produce gas and diesel
motor homes.  The debtors filed for Chapter 11 protection on
Nov. 30, 2007 (Bankr. D. Calif. Case Nos. 07-17937 and 07-17941).
David Guess, Esq., represent the Debtors in their restructuring
efforts.  National R.V. Inc. listed assets and debts of betwwen
$1 million to $100 million, while National R.V. Holdings Inc.
listed assets of $54,442,000 and liabilities of $30,128,000.


NEPTUNE CDO: 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
Neptune CDO III, Ltd.:

Class Description: $270,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $42,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $36,000,000 Class A-3 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $14,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes Due 2046

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

Class Description: $19,000,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes due 2046

  -- 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.


NORTH AMERICAN TECH: Rod Wallace Promoted to President and CEO
--------------------------------------------------------------
North American Technologies Group Inc. disclosed Wednesday that
Rod Wallace, 55, the company's director of operations has been
appointed president and chief executive officer of the company
effective March 24, 2008.

Mr. Wallace joined the company in January 2007 and later assumed
the position of director of operations in January 2008.  He has
been leading the company's operations team since that time.

For the five year period prior to joining the company, Mr. Wallace
served as vice president of Sann Lii corporation and directed that
company's operations in Brazil, China, Europe and Mexico.

Mr. Wallace has extensive experience in polymer materials,
injection molding, extrusion and composite materials.

On March 24, 2008, Mr. Alex C. Rankin resigned as the company's
president and chief executive officer.  No further details were
provided.

                       About North American
                      
North American Technologies Group Inc. (OTC BB: NATK) --
http://www.natk.com/-- is principally engaged in the   
manufacturing and marketing of engineered composite railroad
crossties through its 100% owned subsidiary TieTek LLC.  The
company's composite railroad crosstie is a direct substitute for
wood crossties, but with a longer expected life and with several
environmental advantages.  

As reported in the Troubled Company Reporter on Feb. 26, 2008,
North American Technologies Group Inc.'s consolidated balance
sheet at Dec. 30, 2007, showed $18.0 million in total assets and
$24.2 million in total liabilities, resulting in a $6.2 million
total stockholders' deficit.

                       Going Concern Doubt

KBA Group LLP, in Dallas, Texas, expressed substantial doubt about
North American Technologies Group 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
cited that the company has suffered recurring losses from  
operations, has used significant cash flows in operating  
activities and has liabilities significantly in excess of assets.


NORTHWEST AIRLINES: May Merge with Delta Without Pilot Support
--------------------------------------------------------------
Northwest Airlines Corp. has proposed to Delta Air Lines Inc. that
they proceed with the merger even without the pre-arranged deal
from both carriers' pilots, various reports say, citing people
familiar with the situation.

The unnamed source said Delta hasn't rejected the idea, says The
Associated Press.

Earlier, the two airline companies agreed on most terms for a tie-
up.  However, the pilots leaders from both carriers were
unable to reach an agreement on an acceptable seniority
list integration.

The original deal between the parties included a common pilot
labor contract for their combined 11,000 pilots that would give
all of them raises, with Northwest's 5,000 aviators getting
heftier increases to bring them up to Delta levels.

Reports say the new approach may include a smaller pay package for
pilots.

"The pilots were given the chance to try to put this together and
make it work, but they couldn't," said Henry Harteveldt, an
analyst at Forrester Research Inc., Bloomberg News reports.

According to WSJ, the carriers are not required by law to come up
with pre-merger pilots' labor agreements to push through with the
deal.  Delta and Northwest, however, wanted to avoid a messy,
labor wrangle once the deal was consummated and, therefore, made
efforts to come up with a "common labor contract."

Despite the carriers' unsuccessful attempt on this end, slumping
stock prices and soaring fuel prices have urged both Delta and
Northwest to continue with the talks, said a person familiar with
the matter, says WSJ.  

Capt. Dave Stevens, chairman of the Northwest branch of the Air
Line Pilots Association, said, "[I]n order for any airline merger
to be successful, the pilots of both groups must be involved and
agree to the terms.  We will reserve our judgment and support
until the economic and  contractual elements of the agreement have
been negotiated," reports AP.

Delta refused to confirm whether her company has indeed received a
proposal from Northwest.

Delta Chief Executive Officer Richard Anderson has said he won't
do a merger unless worker seniority is protected.

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 92; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000).

                          *     *     *

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

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' Plan.  The Plan
took effect May 31, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services raised its ratings on
Northwest Airlines Corp. and its Northwest Airlines Inc.
subsidiary, including raising the long-term corporate credit
ratings on both entities to 'B+' from 'D', following their
emergence from Chapter 11 bankruptcy proceedings.  S&P said the
rating outlook is stable.

In addition, S&P assigned a 'BB-' bank loan rating, one notch
above the corporate credit rating, with a '1' recovery rating,
to Northwest Airlines Inc.'s $1.225 billion bankruptcy exit
financing, based on S&P's expectation of a full recovery of
principal in the event of a second Northwest bankruptcy.   That
bank facility converted from a debtor-in-possession credit
facility; S&P withdrew the 'BBB-' rating on the DIP facility.


NOVASTAR FINANCIAL: Gets Breather From Wachovia Until April 30
--------------------------------------------------------------
NovaStar  Financial, Inc. and certain of its affiliates on
Thursday entered into a Master Repurchase Agreements Waiver with
Wachovia Bank, N.A. and certain of its affiliates pursuant to
which, for a period ending April 30, 2008, the lender agreed not
to enforce -- and waived -- any breach or event of default that
would otherwise have resulted solely from the Company's  failure
to comply with, the requirement under the agreements that the
Company maintain a specified adjusted tangible net worth.

Pursuant to the parties' initial Master Repurchase Agreements
Waiver dated March 11, 2008, Wachovia, among other things,
amended, for a period ending on April 11, 2008, the requirement
under the Agreements that NovaStar maintain liquidity of at least
$30 million and required the Company to maintain liquidity of at
least $15 million during the period ending April 11, 2008.

As of March 24, 2008, the amount owed under the Agreements was
$18.9 million and NovaStar was no longer in compliance with the
amended requirement that it maintain liquidity of least $15
million.  As a result of that non-compliance, Wachovia had the
right to:

   -- accelerate and demand immediate payment of the entire amount
owing to it,

   -- liquidate all related collateral, and

   -- exercise other remedies.

During the period, Wachovia did not accelerate any amounts owed to
it or exercise any other available remedy.

Pursuant to the March 27 Waiver Agreement, NovaStar is required to
maintain liquidity of at least $9.5 million during the Waiver
Period.  Wachovia expressly reserved the right to terminate the
Waiver Agreement prior to April 30, 2008, if any other event of
default or breach occurs under the Agreements.

                        About NovaStar

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- is a specialty   
finance company that originates, purchases, securitizes, sells and
invests in loans and mortgage-backed securities.  The company also
services a large portfolio of residential loans.

NovaStar Financial's balance sheet as of Sept. 30, 2007, showed
total assets of $4.54 billion, total liabilities of $4.62 billion,
resulting in total stockholders' deficit of $80.7 million.

              NYSE Suspends Preferred Stock Trading

As reported in the Troubled Company Reporter on Jan. 15, 2008,
The New York Stock Exchange Regulation Inc. disclosed that the
common stock of NovaStar Financial and its 8.90% Series C
Cumulative Redeemable Preferred Stock were suspended prior to the
opening of the market on Jan. 17, 2008.


OCTANS I: Moody's Downgrades Ratings on Nine Classes of 2041 Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Octans I CDO Ltd.

Class Description: $975,00,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due October 2041

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

Class Description: $82,500,000 Class A-2A Second Priority Senior
Secured Floating Rate Notes due October 2041

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

Class Description: $67,500,000 Class A-2B Third Priority Senior
Secured Floating Rate Notes due October 2041

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $60,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due October 2041

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

Class Description: $80,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due October 2041

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

Class Description: $15,000,000 Class D Sixth Priority Mezzanine
Secured Floating Rate Notes due October 2041

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

Class Description:$15,000,000 Class E Seventh Priority Mezzanine
Secured Floating Rate Notes due October 2041

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

Class Description: $31,000,000 Class F Eighth Priority Mezzanine
Secured Floating Rate Notes due October 2041

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $39,000,000 Class G Ninth Priority Mezzanine
Secured Floating Rate Notes due October 2041

  -- 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.


OCTANS II: Eight Classes of Notes Obtain Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Octans II CDO Ltd.:

Class Description: $945,000,000 Class A-1 Swap

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

Class Description: $41,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $100,000,000 Class A-3A Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $54,000,000 Class A-3B Senior Secured Floating
Rate Notes Due 2051

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

Class Description: $108,000,000 Class B Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $78,000,000 Class C-1 Deferrable Secured
Floating Rate Notes Due 2051

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $31,500,000 Class C-2 Deferrable Secured
Floating Rate Notes Due 2051

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

Additionally, Moody's downgraded these notes:

Class Description: $51,000,000 Class D Deferrable Secured Floating
Rate Notes Due 2051, Downgraded to Ca from Caa3

  -- 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.


ON THE GO: Sells Value-Added Reseller Biz to FTS Group for $4MM
---------------------------------------------------------------
On The Go Healthcare Inc. sold its Value Added Reseller business
unit to FTS Group for $4 million.

The sale terms consist of the assumption of OTG supplier debt as
well as a note receivable from FTS.

The company related that the sale is of mutual benefit.  The
transition will not only allow the company to build another
business platform as strongly and as effectively as that of OTG,
but do so with a higher-margined product focus and in a debt-free
fashion.  

In turn, FTS Group will be able to provide the existing hardware
and software solution packages ample US distribution -- via its
strategic partnerships -- a geographical and professional market
that OTG has worked diligently to establish, particularly in the
healthcare diagnostic arena.

"On The Go, its business directive and strength of growth over the
past number of years, has brought me and my team much
satisfaction," OTG CEO Stuart Turk commented.  "We learned and
haven taken a great deal of acumen away with us . . . and it's
that which we plan to instill into the new business venture.  We
look forward to re-launching with a clean slate, and a solid new
opportunity for strong shareholder appreciation."

"I've watched Stuart Turk build OTG into an IT powerhouse over
recent years in what has been at times a very trying environment
for micro-cap public Companies both from a funding and regulatory
perspective," FTS Group CEO Scott Gallagher added.  "We plan to
build on the tremendous team and overall organization Stuart has
put together to create a high growth, profitable, multinational IT
company."

"Dave's career experience in the IT space at GE and other leading
fortune 500 Companies will be an invaluable asset to the future
growth of the new company, Gallagher continued.  "Together with
the experienced team I'm confident OTG will become the successful,
profitable Company we all want it to be."

                         About FTS Group

Headquartered in Tampa, Florida, FTS Group Inc. (OTCBB: FLIP) --
http://www.ftsgroup.com/-- is a publicly traded acquisition and  
development company focused on acquiring, developing and investing
in cash flow positive businesses and viable business ventures
those in the Technology, Wireless and Internet space.  The company
generates revenue through its three wholly owned subsidiaries; See
World Satellites, Inc., FTS Wireless Inc. and Elysium Internet
Inc.

                    About On The Go Healthcare

Headquartered in Ontario, Canada, On The Go Healthcare
Inc. (OTC BB: OGOH) -- http://www.onthegohealthcare.com/-- doing    
business as On The Go Technologies Group, operates as a value
added distributor of computer and computer related products.  The
company operates primarily in Canada.

                      Going Concern Doubt

At Jan. 31, 2008, the company had not yet achieved profitable
operations, had accumulated losses of $20,061,713 since its
inception, had a working capital deficiency of $692,911 and
expects to incur further losses in the development of its
business.  The company believes these factors raise substantial
doubt about the company's ability to continue as a going concern
under generally accepted accounting principles.


OPTION ONE: Moody's Junks Ratings on Four Classes of Certificates
-----------------------------------------------------------------
Fitch Ratings taken these rating actions on Option One Mortgage
Loan Trust pass-through certificates.  Unless stated otherwise,
any bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $324.9 million and downgrades total
$177.6 million. Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions:

Option One 2005-5:

  -- $72.4 million class A-1 affirmed at 'AAA',
     (BL: 60.11, LCR: 2.6);

  -- $198.4 million class A-3 affirmed at 'AAA',
     (BL: 58.29, LCR: 2.52);

  -- $9.2 million class A-4 affirmed at 'AAA',
     (BL: 57.67, LCR: 2.49);

  -- $44.9 million class M1 affirmed at 'AA+',
     (BL: 48.69, LCR: 2.11);

  -- $37.1 million class M2 downgraded to 'A' from 'AA+'
     (BL: 42.03, LCR: 1.82);

  -- $23.0 million class M3 downgraded to 'BBB' from 'AA'
     (BL: 37.71, LCR: 1.63);

  -- $19.3 million class M4 downgraded to 'BB' from 'AA-'
     (BL: 34.03, LCR: 1.47);

  -- $18.8 million class M5 downgraded to 'BB' from 'A+'
     (BL: 30.46, LCR: 1.32);

  -- $17.2 million class M6 downgraded to 'B' from 'A'
     (BL: 27.11, LCR: 1.17);

  -- $15.1 million class M7 downgraded to 'B' from 'A-'
     (BL: 24.04, LCR: 1.04);

  -- $13.6 million class M8 downgraded to 'CCC' from 'BBB+'
     (BL: 21.27, LCR: 0.92);

  -- $12.5 million class M9 downgraded to 'CCC' from 'BBB'
     (BL: 18.73, LCR: 0.81);

  -- $10.4 million class M10 downgraded to 'CC' from 'BBB'
     (BL: 16.81, LCR: 0.73);

  -- $10.4 million class M11 downgraded to 'CC' from 'BBB-'
     (BL: 15.22, LCR: 0.66);

Deal Summary

  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 29.04%
  -- Realized Losses to date (% of Original Balance): 1.72%
  -- Expected Remaining Losses (% of Current balance): 23.13%
  -- Cumulative Expected Losses (% of Original Balance): 13.54%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


OSYKA CORPORATION: Gets Initial Approval to Access Cash Collateral
------------------------------------------------------------------
The Honorable Marvin Isgur of the United States Bankruptcy Court
for the Southern District of Texas authorized Osyka Corporation
and Osyka Permian LLC to use, on an interim basis, cash collateral
of J. Aron & Co., GS E & P Capital and GS Urban Investment until
May 30, 2008.

As of the Debtors' bankruptcy filing, they owed their secured
creditors at least $55,000,000 and interests accrued of
approximately $4,000,000.

The Debtors state in papers filed with the Court that they intend
to use their secured creditors' cash collateral to pay necessary
expenses.  The Debtors expect to have at least $1,028,000 in cash
to finance operating and other business expenses during the period
ending March 21, 2008, according to a budget.

The Debtors assure the Court that the secured creditors are
adequately protected by the value of the collateral securing the
various secured obligations.  

The Debtors point out that their hydrocarbon assets in Southern
Mississippi, Texas and Louisiana are valued at $90,000,000, thus,
an "equity cushion" of up to $10 million is enough to protect
their creditors' interest.

A full-text copy of the Debtors 13-Week Forecast is available for
free at http://ResearchArchives.com/t/s?290e

                     About Osyka Corporation

Headquartered in Houston, Texas, Osyka Corporation --
http://www.osyka.com/-- is an oil and gas company.  The company   
filed for Chapter 11 protection on March 3, 2008 (Bankr. S.D. Tex.
Case No.08-31467).   H. Rey Stroube, III, Esq., represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in this case to date.  When
the Debtor filed for protection against its creditors, it listed
assets and debts between $50 million to $100 million.


PACIFIC LUMBER: Eureka Chamber of Commerce Supports Marathon Plan
-----------------------------------------------------------------
The board of directors of the Greater Eureka Chamber of Commerce
has signified its support for the First Amended Joint Plan of
Reorganization proposed by Marathon Structured Finance Fund L.P.
and Mendocino Redwood Company, LLC, for The Pacific Lumber Company
and its debtor-affiliates.

In a letter addressed to Judge Richard Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas and all
parties-in-interest that delivered competing plans for the
Debtors, J. Warren Hockaday, executive director of the Chamber,
told the Court that, as one the primary business support
organizations in the North Coast region, the Chamber has a keen
interest in the outcome of the Debtors' bankruptcy cases.

The Chamber recommends the Marathon/Mendocino Amended Plan on the
basis that it is based on certain principles that the Chamber
believes most closely provides for the best interests of the
community, specifically noting that:

   (1) The Chamber's selected Plan protects, to the greatest
       extent possible, the economic well-being of the region
       through the commercial operation of the mill and
       timberlands under single ownership and management;

   (2) The Marathon/Mendocino Amended Plan offers the best
       opportunity to protect the jobs, livelihoods and economic
       security of the workers and families currently supported
       through employment with Scotia Pacific Company, LLC and
       Pacific Lumber Company;

   (3) The Marathon/Mendocino Amended Plan offers the greatest,
       demonstrated experience in promoting the highest levels of
       economic stability as well as environmental integrity
       demonstrated through FSC certification;

   (4) The Marathon/Mendocino Amended Plan best fulfills the
       public policy benefits and public interests, inherent in
       the Habitat Conservation Plan that was the cornerstone of
       the 1999 Headwaters Forest Agreement; and

   (5) Marathon and Mendocino is in the strongest financial
       position that promises long term operations with the least
       reliance on additional public investment or grant funding.

                Marathon & Mendocino Update Plan

Marathon and Mendocino delivered a revised plan to disclose that
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 and the Official Committee
of Unsecured Creditors are nominating Julianne Viadro, president
of Hickey & Hill, Inc., to serve as litigation trustee.

The resume of Ms. Viadro may be accessed for free at the official
Web site of the United States Bankruptcy Court for the Southern
District of Texas, Corpus Christi Division at
http://www.txs.uscourts.gov

                     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: Asks Court to Approve Log Repayment Agreement
-------------------------------------------------------------
Scotia Pacific Company, LLC, and Pacific Lumber Company entered
into a New Master Purchase Agreement on July 20, 1998, which
governs all sales of logs from Scopac to PALCO.  The Parties also
entered into a New Master Services Agreement also on July 20,
pursuant to which PALCO provides various services to Scopac,
including roads and reforestation.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth
& Holzer, P.C., in Corpus Christi, Texas, tells the U.S.
Bankruptcy Court for the Southern District of Texas that Scopac
and PALCO have generally continued to operate, in the ordinary
course of business, under the terms of the NMPA and NMSA.

Neither the Debtor, however, has decided on whether to assume or
reject the NMPA or NMSA, Mr. Holzer notes.

Under the NMPA, PALCO pays Scopac the purchase price for logs
purchased during each calendar month on the 20th day of the
following month.  In turn, Scopac pays PALCO for services
rendered under the NMSA during each calendar month on the 20th
day of the following month.

PALCO advised Scopac that it would not be able to make the
payment due February 20, 2008 under the NMPA for logs purchased
from Scopac during January 2008, Mr. Holzer relates.  As a
result, Scopac has withheld its February 20 payment to PALCO
under the NMSA, and the parties began intense negotiations to
resolve the payment issues.
                                                                      
PALCO is now down to only a few weeks' worth of log inventory for
use in its milling operations, Mr. Holzer informs Judge Richard
Schmidt.

To resolve their dispute, the parties agreed to the terms of a
settlement agreement, which provides, among other things, that:

   (a) the total price of the logs purchased by PALCO from Scopac
       in January 2008 is $4,313,838;

   (b) in satisfaction of the PALCO Debt, PALCO will transfer to
       Scopac (i) rough green redwood lumber in specified sizes,
       amounts and prices, and (ii) $627,838 in cash;

   (c) title to the Scopac Lumber will transfer from PALCO to
       Scopac effective immediately upon the Court's approval;

   (d) PALCO will act as Scopac's agent for the sale of the
       Scopac Lumber for a 4% sales commission;

   (e) the Repayment Agreement does not alter the Parties' rights
       and obligations under the New Master Purchase Agreement,
       the New Master Services Agreement, or a Log Deck        
       stipulation; and

   (f) Scopac will pay PALCO all amounts due under the New Master
       Services Agreement for January 2008, totaling
       approximately $787,875, upon Court approval of the
       Repayment Agreement.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Scopac and PALCO ask the Court to approve their  
Repayment Agreement.
                     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: Seeks Protective Order from State Agencies
----------------------------------------------------------
The Pacific Lumber Company and its affiliates, and 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 are engaged in active litigation in
California state court in which the Debtors seek damages resulting
from California's breach of the Headwaters Agreement and
California's imposition of additional restrictions in excess of
those provided in the Headwaters Agreement -- all of which
contributed to the Debtors' bankruptcy filing -- Nathaniel Peter
Holzer, Esq., at Jordan, Hyden, Womble, Culbreth Holzer, P.C., in
Corpus Christi, Texas, states.

The claims asserted by the Debtors against the State Agencies in
the Headwaters Litigation represent a significant asset of the
Debtors' estates, the value of which is vital to the feasibility
of the Debtors' Plan of Reorganization, Mr. Holzer notes.

Trial in the Headwaters Litigation is set for January 19, 2009,
Mr. Holzer says.  Under the California Code of Civil Procedure,
parties to the Headwaters Litigation are not required to
exchange expert reports, including any expert opinion as to
damages, until December 2008.

Yet, in connection with the hearing to consider confirmation of a
Plan, the Debtors immediately must submit expert testimony
valuing the asset represented by the Headwaters Litigation
claims, Mr. Holzer points out.  That testimony also assesses the
damages the Debtors have sustained, and will be part of the
Debtors' case on Confirmation, he tells Judge Schmidt.

As requested by the proponents of the competing Plans on
March 27, 2008, the Debtors will present their expert, FTI
Consulting, Inc., for deposition in advance of the April 8, 2008
Confirmation Hearing.  FTI has prepared an analysis that candidly
discusses the Claims the Debtors hold against the State Agencies,
the Debtors' litigation strategies, the merits of the claims and
the value of the causes of action asserted, Mr. Holzer informs the
Hon. Richard Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas.  

"Although the extensive disclosure as to the claims in the
Headwaters Litigation is pertinent to the bankruptcy case, this
same level of disclosure as to the FTI Evidence is far more than
the defendant State Agencies are entitled to in the Headwaters
Litigation and the disclosure of the FTI Evidence will be
devastating to the Debtors' case in the Headwaters Litigation,"
Mr. Holzer contends.

To protect the value of the causes of action asserted in the
Headwaters Litigation and prevent the unfair advantage sought by
the State Agencies, the Debtors ask the Bankruptcy Court to
enforce a Court-approved stipulation governing the provisions of
the Debtors' confidential and proprietary information to all
parties in interest in the Debtors' bankruptcy cases, and to any
Plan Proponents, investors, or lenders, dated January 8, 2008,
which denies the State Agencies access to the FTI Evidence.

The Debtors assert that they will provide the FTI Report to the
certain Receiving Parties, provided, however, that the State
Agencies will not -- and are not -- to receive the FTI Report or
any FTI Confidential Information.

Receiving Parties may not disclose the FTI Report, or any FTI
Confidential Information, to the State Agencies.

Before any Receiving Party may receive the FTI Report or any FTI
Confidential Information, the Receiving Party must have executed
a confidentiality agreement with the Debtors governing the
handling of the FTI Report, and any FTI Confidential Information.

                     State Agencies Object

Michael W. Neville, deputy attorney general, states that the
Debtors substantially overstate the importance of the FTI Report
in an effort to exclude a party-in-interest from Plan
Confirmation discovery.

Mr. Neville questions on who is going to test the validity of a
Lumsden report and testimony if the State Agencies are excluded
from the process.

Mr. Neville notes that the Debtors failed to inform the Court
that discovery is ongoing in the Headwaters Litigation and the
Debtors' responses as to their damages are due April 18, 2008.  

The Debtors are required to produce information regarding their
alleged damages on a date that is shortly after the confirmation
trial, Mr. Neville points out.  

"The argument that the Debtors need the protective order to
preserve an asset of the estate is illusory," Mr. Neville
contends.

Against this backdrop, the State Agencies ask the Court to deny
the Debtors' request to enforce a protective order.

                     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).


PEP BOYS: Incurs $41,039,000 Net Loss in Fiscal Year 2007
---------------------------------------------------------
The Pep Boys - Manny, Moe & Jack reported net loss for the fourth
quarter ended Feb. 2, 2008, was $20,403,000, as compared with net
earnings of $7,716,000 for the fourth quarter ended Feb. 3, 2007.  
Net loss for the fiscal year ended Feb. 2, 2008, was $41,039,000,
as compared with net loss of $2,549,000 for the fiscal year ended
Feb. 3, 2008.

Sales for the 13 weeks ended Feb. 2, 2008, were $517,639,000, as
compared to the $578,951,000 recorded for the 14 weeks ended
Feb. 3, 2007.  Excluding the 14 week of Q4 2006, comparable
merchandise sales decreased 4.4% and comparable service revenue
decreased 1.0%.

Sales for the fiscal year ended Feb. 2, 2008, were $2,138,075,000,
as compared to the $2,243,855,000 recorded last year.  Excluding
the 53 week of 2006, comparable merchandise sales decreased 4.2%
and comparable service revenue increased 1.8%. Excluding the 53
week of 2006 and recategorizing sales, comparable retail sales
decreased 7.2% and comparable service center revenue increased
2.8%.

As of Feb. 2, 2008, the company's balance sheet showed total
assets of $1,583,920,000, total liabilities of $1,113,208,000, and
total stockholders' equity of $470,712,000.

                           Commentary

President & CEO Jeff Rachor commented, "On our third quarter
conference call, we announced our merchandising transformation
strategy to edit and exit our substantial non-core inventory and
improve hard parts coverage and core automotive category
management.  As noted on that call, in addition to the third
quarter inventory write-down, we planned to sell through remaining
non-core product at its book value, contributing little or no
margin as it was sold.  While the difficult economic backdrop
created sales challenges during the fourth quarter, we are pleased
to confirm that our progress to date leaves us well positioned to
complete this first important step in our strategic plan by the
beginning of the second quarter of this year.

Service center operations continued an eighth consecutive quarter
of positive momentum, posting improvement in both sales and
adjusted gross profit margins during the fourth quarter despite
the difficult macro-economic environment.

It is important to note that despite the Q4 challenges, the
current quarter-to-date results indicate that retail gross profit
margins have rebounded to Q1 2007 rates and that service center
operations remain strong."

CFO Harry Yanowitz commented, "Certain costs associated with the
initial steps in our long-term strategic plan negatively impacted
the fourth quarter by $0.27 per share.   Adjusting for these
items, the Net Loss was $0.09 per share.

"Our efforts to reduce indebtedness and strengthen the balance
sheet are continuing.  In the fourth quarter, we closed the first
of a series of sale leaseback transactions on 34 stores for gross
proceeds of $166.2 million.  Proceeds were used to partially pay
down our outstanding real estate-backed term loan and related
interest rate swap.  [Tues]day, we closed a second sale leaseback
transaction on 18 stores for gross proceeds of $63.6 million,
which we will also use to pay down debt."

                          About Pep Boys

Headquartered in Philadelphia, The Pep Boys - Manny, Moe & Jack
(NYSE: PBY) -- http://pepboys.com/-- has over 560 stores and
approximately 6,000 service bays in 35 states and Puerto Rico.
Along with its vehicle repair and maintenance capabilities, the
company also serves the commercial auto parts delivery market and
is one of the leading sellers of replacement tires in the United
States.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2008,
Moody's Investors Service placed all ratings of Pep Boys Manny Moe
& Jack under review for possible downgrade, including the
corporate family rating of B1.  The review was prompted by the
continuing negative comparable store sales trend, the weak
interest coverage, the recent announcement of the departure of Pep
Boys' CFO, and Moody's concern that the slowdown in consumer
spending could prevent it from maintaining a credit profile
consistent with its present ratings.

Ratings placed under review for possible downgrade include,
Corporate family rating at B1, Probability of default rating at
B1, $155 million senior secured term loan due 2013 at Ba3, and
$200 million senior subordinated notes due 2014 at B3.  The
ratings on the company's $200 senior secured term loan due 2011 at
Ba2 was withdrawn.


PHOENIX NEVADA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Phoenix Nevada, LLC
        5836 South Pecos Road
        Las Vegas, NV 89120

Bankruptcy Case No.: 08-12814

Chapter 11 Petition Date: March 27, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Thomas H. Fell, Esq.
                     (thf@gordonsilver.com)
                  Gordon & Silver, Ltd.
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, NV 89109
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666
                  
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.


PLETTENBERG BAY: Seven Classes of 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
Plettenberg Bay CDO Limited:

Class Description: Up to $300,000,000 Class S Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $96,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $40,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $24,000,000 Class B Floating Rate Subordinate
Secured Deferrable 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: $13,000,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes Due 2047

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

Class Description: $10,250,000 Class D Floating Rate Junior
Subordinate Secured Deferrable Notes Due 2047

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

Class Description: $19,500,000 Income Notes Due 2047

  -- 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.


PREMIER FOODS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Premier Foods Systems Inc.
        1401 Hampton Drive
        Downington, PA 08070

Bankruptcy Case No.: 08-14897

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      D&R Ventures LP                          08-14896
      NJ D&R Ventures LP                       08-14895

Chapter 11 Petition Date: March 19, 2008

Court: District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Jerrold S. Kulback, Esq.
                  Stephen M. Packman, Esq.
                  Archer & Greiner
                  One Centennial Square
                  Haddonfield, NJ 08033
                  Tel: (856) 795-2121
                  Fax: (856) 795-0574
                  jkulback@archerlaw.com

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $1,000,001 to $10 million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wendy's International Inc.                         $823,000
Attn: Gregory A. Hickman
One Dave Thomas Boulevard
Dublin OH 43017

Magic Maintainance Inc.                            $164,000
2300 David Drive
Bristol, PA 19007

Wendy's Philadelphia Advertising CO-OP             $121,000
Attn: Larson. Allen, Weishar & Co. LLP
18 Sentry Park West, Suite 300
Blue Bell, PA 19422

PECO Energy                                        $32,000

New Bakery Co. of Ohio Inc.                        $30,000

American Express                                   $30,000

Ginkgo Landscapes                                  $24,856

Center Park Apartments                             $19,000

Chase Card Services                                $17,500

Bank of America                                    $15,011

Federal Realty Investment Trust                    $11,587

Berry Plumbing                                     $10,513

Philadelphia Gas Works                             $9,544

69th Street Properties LP                          $9,021

BP Environmental Consultants Inc.                  $5,940

Bullseye Recruiting LLC                            $5,900

Atlantic City Electric                             $5,291

Village Block LLC                                  $5,041

Fireman's Fund Insurance                           $5,000


PRESTIGE BRAND: Moody's Cuts Speculative Liquidity Rating to SGL-3
------------------------------------------------------------------
Moody's Investors Service downgraded Prestige Brand, Inc.'s
Speculative Grade Liquidity rating to SGL-3 from SGL-2 and
affirmed the company's other ratings including its B1 corporate
family rating.  The outlook remains stable.

The downgrade of PBH's Speculative Grade Liquidity rating to SGL-3
from SGL-2 reflects Moody's concerns that covenant compliance over
the next four quarters may be more difficult given contractual
step-ups in certain financial ratio requirements in the company's
bank credit facilities.  The revised liquidity rating also
reflects the reduced effective availability under the company's
$60 million revolving credit facility as well as the short-term
maturity of this revolver which expires in April 2009.

The affirmation of PBH's ratings and stable outlook reflects PBH's
diverse portfolio of leading brands; its high margins; its
flexible, outsourced business model; and its low-capital
expenditure requirements.  Moody's also notes that PBH's financial
and operating performance remains on track with relatively strong
credit metrics for a B1 issuer, offseting the potential risk of a
covenant default.

"While these factors contribute to positive cash flow expectations
in each of the next four quarters with no reliance on the
revolving credit to cover the company's basic cash requirements,
tight covenant compliance as well as the potential elimination of
the revolver may require the company's to renegotiate with its
lenders and potentially adversely impact the company's available
source of external liquidity," says Moody's Vice President Janice
Hofferber.

Moody's notes however, that the company's SGL-3 rating will likely
be upgraded to SGL-2 should PBH meaningfully improve its financial
covenant cushion through better than expected operating
performance and PBH is able to successfully renegotiate certain
tight financial covenant levels.  In addition, the company needs
to secure an adequate source of external liquidity to supplement
its operating cash flow.

These ratings of PBH were downgraded:

  -- Speculative Grade Liquidity rating to SGL-3 from SGL-2.

These ratings of PBH were affirmed:

  -- Corporate Family Rating, affirmed at B1;

  -- Probability of Default Rating, affirmed at B1

  -- $60 million senior secured revolving credit facility due
     April 6, 2009, affirmed at Ba3 (LGD 3, 36% from LGD 3, 38%);

  -- $300 million senior secured term loan facility due April 6,
     2011, affirmed at Ba3 (LGD 3, 36% from LGD 3, 38%); and

  -- $126 million 9 % senior subordinated notes due April 15,
     2012; affirmed at B3 (LGD 5, 88% from LGD 6, 90%).

Outlook is stable.

Prestige Brands, Inc., headquartered in Irvington, New York, is a
leading marketer of a broad portfolio of branded over-the counter
healthcare products, household cleaning products, and personal
care products.  Key brands include Comet, Compound W,
Chloraseptic, Murine, Cutex, New Skin, Little Remedies, and Spic
and Span.  Total revenues for the last twelve months ended
Dec. 31, 2007 were approximately $324 million.


PROPEX INC: Court Approves Sale of Dalton Property in Georgia
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
approved the sale of Propex Inc. and its debtor-affiliates' real
property in Dalton, Whitfield County, Georgia.

Moreover, the Hon. John C. Cook authorized the Debtors to:

   (i) utilize the procedures governing the sale, and
  
  (ii) assume the auction listing contract with Potts Brothers
       Land and Auction, LLC, and modify, with the consent of the  
       Auctioneer, the "outside date" for closing the sale
       transaction from March 1, 2008, to June 30, 2008.

Prior to the auction, the Debtors will provide the Official
Committee of Unsecured Creditors with copies of bids they
received and the identity of the bidders.  The Debtors will
confer and consult with the Creditors Committee before changing
any of the bidding or auction rules.

The Debtors will confer and consult with the Creditors Committee
regarding the bids received and the Debtors' acceptances at the
Auction, prior to any decision to accept any bids.  

Objections must be filed with the Court and served on the counsel
to the Debtors and the counsel to the Creditors Committee on
May 20, 2008.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


PROPEX INC: Wants to Implement Employee Incentive Plan
------------------------------------------------------
Propex Inc. and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to
implement the Propex Employee Incentive Program.

Many of the Debtors' employees have developed valuable
institutional knowledge regarding relationships that are critical
to the Debtors' successful operations, Henry J. Kaim, Esq., at
King & Spalding, LLP, in Houston, Texas, states.  Likewise, a
large portion of the Debtors' workforce holds highly skilled and
critical industry-specific positions necessary to run the
Debtors' day-to-day businesses.

The Debtors state that the successful management of their ongoing
business activities depends on maintaining a consistent, focused,
and enthusiastic effort by their employees and others.  However,
Mr. Kaim says the Debtors' employees are currently without any
incentive compensation opportunity due to the lack of an approved
bonus program for 2008 and beyond.  Because of this, the Debtors
believe that their employees are likely to experience increased
employee distraction and, consequently, reduced efficiency and
productivity and uncontrolled attrition.

Mr. Kaim says the Incentive Program has been carefully structured
to balance the need to motivate and provide appropriate market-
competitive compensation to the Debtors' workforce, while at the
same time ensuring that the estates receive enhanced value in
exchange for payments made under the Incentive Program.

The Incentive Program consists of (i) a "Rank and File" Bonus
Program, and (ii) a Key Employee Incentive Plan.  The core
components of the Incentive Program require the achievement of
certain levels of earnings before interest, taxes, depreciation,
and amortization for the Debtors before payments will be made.

                       Rank and File Plan

The Rank and File Plan is the historical standard annual bonus
program that is put in place each year and provides an incentive
compensation opportunity for all employees, from executives down
to plant workers.  The proposed Rank and File Program essentially
mirrors the Rank and File bonus programs established in 2006 and
2007, Mr. Kaim says.

For 2008, the Rank and File Program has a minimum EBITDA
threshold of $35,000,000.  Bonuses payable under this program
range from $2,200,000 for EBITDA of $35,000,000 to $4,300,000 for
EBITDA of $44,000,000.  The average amount that an employee will
receive will be between $1,165 and $2,280 depending on EBITDA.

All bonus payments due under the Rank and File Program will be
made upon completion of the 2008 audit, expected to be completed
around March 31, 2009, except that if the company earns
$35,000,000 of year to date EBITDA by November 30, 2008, bonus
payments will be paid on December 20, 2008.  All remaining bonus
payments due will be paid around March 31, 2009.

                 Key Employee Incentive Plan

The KEIP is a program that provides incentives to key employees
integral to maintaining operational stability, driving
profitability, and managing the Debtors' bankruptcy cases.

The KEIP provides for a cash-only award contingent upon the
achievement of certain financial performance thresholds.  KEIP
payments are separate from the payments made under the Rank and
File Program although participants in the KEIP are also eligible
for payments under the Rank and File Program.

The Debtors have identified 45 senior employees who will be
eligible to participate in the KEIP.  The key employees under the
KEIP are tiered into four categories, with each group (i) having
an ability to earn up to a certain percentage of base salary
depending on EBITDA performance, and (ii) remaining in compliance
with all covenants contained in the Debtors' postpetition loan
documents.

Group 1 is made up of five of the most senior level executives,
Group 2 has five employees, Group 3 has 17 employees, and Group 4
has 18 employees.

Up to $3,500,000 of payments made under the KEIP will be excluded
from Consolidated EBITDA for purposes of testing financial
covenants for the Debtors under the DIP Loan Documents.  Payments
due under the KEIP in excess of $3,500,000 will not be paid until
the date the Debtors emerge from bankruptcy, or upon the sale of
substantially all of their assets.  The Debtors' employees are
projected to receive amounts ranging from $17,000 to $300,000,
based on $35,000,000 EBITDA.  Amounts are projected to be higher
at greater EBITDA levels.

All payments due under the KEIP are due on the earlier of
March 31, 2009, or the emergence date, except that an interim
payment will be made on April 30, 2009, for participants of
Groups 2, 3, and 4 of the KEIP if the minimum EBITDA threshold of
$4,600,000 is reached.  

Moreover, to the extent that substantially all of the Debtors'
assets are sold before the outside payment date of March 31,
2008, payments will be made under the KEIP as though target
EBITDA thresholds have been met if year to date EBITDA is at
least at the minimum levels.

                           About Propex

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

   
PROPEX INC: Court Approves Navigant Capital as Financial Advisor
----------------------------------------------------------------
Propex Inc. and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Eastern District
of Tennessee to employ Navigant Capital Advisors, LLC, as their
financial advisor, nunc pro tunc to Feb. 6, 2008.

The Court also approved the terms and conditions contained in a
letter of agreement dated Feb. 20, 2008, with respect to  
Navigant's employment, pursuant to Sections 327 and 328 of the
Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy
Procedure.

Navigant is a national financial advisory firm, with seven
offices in the United States, and more than 100 professionals.  
Navigant provides financial advisory services, as well as
execution capabilities, in a variety of areas, including
financial restructuring.  Navigant is an affiliate of Navigant
Consulting, Inc., a publicly traded consulting firm, which
focuses on providing services to companies in various types of
distress, risk or litigation.  Additionally, Navigant's Financial
Restructuring Group has assisted numerous Chapter 11 Debtors in
some of the largest and most complex restructuring matters in the
United States, including Beth Israel Hospital Association of
Passaic, among others.

Under the Engagement Agreement, Navigant is expected to:

   (a) assist the Debtors in the preparation and review of
       reports or filings as required by the Court or the Office
       of the United States Trustee, including schedules of
       assets and liabilities, statement of financial affairs,
       mailing matrix, and monthly operating reports; and

   (b) assist the Debtors in other matters requested for and
       agreed upon, consistent with Navigant's expertise.

The Debtors and Navigant have agreed to these compensation rates:

          Professional                  Hourly Rate
          ------------                  -----------
          Senior Managing Directors     $545 - $695
          Managing Directors            $545 - $695
          Directors/Senior Advisors     $475 - $525
          Associate Directors           $375 - $475
          Managing Consultants          $345 - $375
          Consultants/Associates        $235 - $345
          Paraprofessionals             $95

Lee McCarter, executive vice president and chief financial
officer of Propex, Inc., states that Navigant is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.  Mr. McCarter adds that Navigant has no interest materially
adverse to the Debtors, their creditors, and shareholders, on
matters for which Navigant is employed.

                           About Propex

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


QUICK SERVICE: Wants to Access GE Capital's Cash Collateral
-----------------------------------------------------------
Quick Service Foods-Tampa Inc. seeks the U.S. Bankruptcy Court for
the Middle District of Florida's authority to use GE Capital
Franchise Finance Corporation's cash collateral.

According to the Debtor, GE Capital is its major secured creditor
and is owed about $5.1 million secured by most of the Debtor's
real estate, fixtures, and equipment.  The Debtor related that the
value of GE Capital's collateral is in excess of $5.1 million.

The Debtor intends to use GE Capital's cash collateral to pay (a)
care of the Debtor's assets; (b) payroll and other operating
expenses; (c) purchase of goods and services; and (d) propose a
plan of reorganization.

                  Cash Collateral of AdvanceMe

The Debtor related that it borrowed about $257,285 from AdvanceMe
Inc. under a series of merchant agreements where AdvanceMe buys
Quick Service's future receivables from Visa and Mastercard credit
card sales.  The Debtor said that this transaction appears to be a
loan and it is obligated to repay it by remitting to AdvanceMe a
percentage of future credit card sales until a specified amount is
repaid.  The specified amount is typically between 40% and 75% of
future credit card sales, the Debtor asserted.

According to the Debtor, AdvanceMe may assert a security interest
in Quick Service's accounts.  The Debtor is reviewing whether
AdvanceMe has a valid security interest, though it does not
believe AdvanceMe has filed any uniform commercial code -- form 1.

Pursuant to Section 363(a) of the Bankruptcy Code, the Debtor
disclosed that the proceeds of the sale or collection of
collateral may include cash collateral of AdvanceMe.

                       About Quick Service

Quick Service Foods-Tampa Inc. operates Church's Chicken
restaurants in the Orlando and Tampa areas and employs 320 people.  
San Antonio, Texas-based Church's Chicken, founded in 1952, serves
traditional southern and spicy fried chicken.  As of January 2008,
Church's Chicken had 1,600 worldwide locations and sales of more
than $1 billion.  The parent company of Church's Chicken, Cajun
Operating Co., is owned by private equity firm Arcapita, --
http://www.arcapita.com/-- is based in Atlanta.

Quick Service filed for Chapter 11 bankruptcy on Feb. 29, 2008
(Bankr. M.D. Fla. Case No. 08-02797).  Fowler White Boggs Banker
PA represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed estimated assets of
$10 million to $50 million and estimated debts of $1 million to
$10 million.


RAFFLES PLACE: Five Classes of Notes Get Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Raffles Place II Funding,
Ltd.:

Class Description: $600,000,000 Class A1M Floating Rate Notes Due
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: $260,000,000 Class A1Q Floating Rate Notes Due
2047

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

Class Description: $40,000,000 Class A2 Floating Rate Notes Due
2047

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

Class Description: $40,000,000 Class A3 Floating Rate Notes Due
2047

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

Class Description: $40,000,000 Class A4 Floating Rate Notes Due
2047

  -- Prior Rating: A3, 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.


RAMP 2005-RS4: Four Classes of Certs. Get Fitch's Junk Rating
-------------------------------------------------------------
Fitch Ratings taken these rating actions on one RAMP mortgage
pass-through certificate.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.   
Affirmations total $140.7 million and downgrades total
$48.4 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions:

RAMP 2005-RS4

  -- $52.2 million class A-3 affirmed at 'AAA',
     (BL: 71.16, LCR: 4.25);

  -- $44.7 million class A-4 affirmed at 'AAA',
     (BL: 59.43, LCR: 3.55);

  -- $14.2 million class M-1 affirmed at 'AA+',
     (BL: 51.25, LCR: 3.06);

  -- $19.2 million class M-2 affirmed at 'AA',
     (BL: 41.54, LCR: 2.48);

  -- $10.5 million class M-3 affirmed at 'AA-',
     (BL: 35.94, LCR: 2.15);

  -- $7.9 million class M-4 downgraded to 'A' from 'A+'
     (BL: 31.69, LCR: 1.89);

  -- $7.9 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 27.43, LCR: 1.64);

  -- $6.0 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 24.10, LCR: 1.44);

  -- $6.0 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 20.61, LCR: 1.23);

  -- $5.5 million class M-8 downgraded to 'B' from 'BBB-' and
     placed on Rating Watch Negative (BL: 17.40, LCR: 1.04);

  -- $4.2 million class M-9 downgraded to 'CCC' from 'BB'
     (BL: 14.80, LCR: 0.88);

  -- $3.2 million class B-1 downgraded to 'CCC' from 'B+'
     (BL:12.77, LCR: 0.76);

  -- $5.2 million class B-2 downgraded to 'C' from 'B'
     (BL: 11.18, LCR: 0.67);

  -- $2.4 million class B-3 downgraded to 'C' from 'B'
     (BL: 10.22, LCR: 0.61);

Deal Summary

  -- 60+ day Delinquency: 22.60%
  -- Realized Losses to date (% of Original Balance): 2.86%
  -- Expected Remaining Losses (% of Current balance): 16.75%
  -- Cumulative Expected Losses (% of Original Balance): 8.89%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


REALOGY CORP: Low EBITDA Prompts S&P Outlook Revision to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Realogy Corp. to negative from stable.  Ratings on the company,
including the 'B' corporate credit rating, were affirmed.
      
"The outlook revision reflects a significantly lower expectation
for EBITDA generation in 2008 than we had previously anticipated,
as well as the resultant narrowing of the EBITDA cushion in the
company's senior secured credit facilities leverage covenant,"
said Standard & Poor's credit analyst Emile Courtney.
     
The rating reflects Realogy's highly leveraged capital structure,
thin expected EBITDA coverage of interest expense, and reduced
cash flow generating ability as a result of the residential real
estate downturn and the close of the $9 billion LBO of the company
by Apollo Management L.P. in April 2007.  The current rating is
based on the expectation that Realogy has sufficient available
liquidity sources to withstand the current downturn in the U.S.
residential real estate cycle.
     
At this time, the most important component of Realogy's liquidity
profile is its $750 million senior secured revolver, which had
$713 million in availability at December 2007 after accounting for
outstanding letters of credit.  The company's senior secured
leverage (as measured by its bank facility) was 3.8x at December
2007, which compares with the 5.6x covenant that becomes effective
March 31, 2008.  However, in the March 2008 quarter, the expected
pace of declines is steeper than expected in transaction sides
(down 25% to 28%), price (down 4% to 6% in the company's
franchising business, which represented a meaningful amount of
EBITDA in 2007), and cash flow (EBITDA is expected to decline
meaningfully to break even, although the March 2008 quarter is
seasonally weak).  In addition, S&P expects Realogy to use nearly
$100 million in excess cash balances and borrow about $50 million
on its revolver in the March 2008 quarter to fund negative cash
flow.
     
Realogy had about $6.2 billion in funded debt and $7.7 billion in
lease-adjusted debt (including borrowings related to accounts
receivable securitizations) at the end of 2007.  Over the
intermediate term, S&P expects total adjusted leverage to be more
than 10x, and interest coverage to be near 1x.  Over the near
term, S&P expects discretionary cash flow to be negative.  These
measures assume significant reductions in capital expenditure and
acquisition spending, as well as limited net cash outlays for
contingent liabilities.


ROBECO HIGH: Poor Credit Quality Cues Moody's Seven Rating Cuts
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Robeco High Grade CDO I,
Ltd.:

Class Description: $550,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2053

  -- 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: $385,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $55,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $64,900,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $19,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $9,650,000 Class C Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2053

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $11,000,000 Class D Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2053

  -- 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.


ROCKVILLE CDO: Moody's Cuts Ratings on Seven Classes of 2048 Notes
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Rockville CDO I Ltd.:

Class Description: $680,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2048

  -- 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: $400,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2048

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

Class Description: $65,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2048

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

Class Description: $19,500,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2048

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

Class Description: $5,400,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2048

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

Class Description: $13,800,000 Class D Sixth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2048

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

Class Description: $11,600,000 Class E Seventh Priority Mezzanine
Deferrable Floating Rate Notes Due 2048

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


ROYALTY PHARMA: S&P Upgrades Corporate Credit Rating From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Royalty Pharma to 'BBB-' from 'BB+'.  The outlook is
stable.
    
At the same time, Standard & Poor's affirmed its 'BBB-' senior
secured rating on Royalty Pharma Finance Trust's $2.1 billion term
loan due 2013.  The '2' recovery rating has been withdrawn.
     
"The rating actions reflect our increased comfort with Royalty
Pharma's nature and pace of its drug royalty acquisitions, the
overall strong performance of the company's portfolio of royalty
streams, and management's commitment to maintain leverage at 4.0x-
4.5x," said Standard & Poor's credit analyst Arthur Wong.
     
The investment-grade ratings on New York City-based Royalty Pharma
reflect the company's diverse portfolio of royalty generating
pharmaceutical assets, the solid sales growth prospects of those
assets, and management's solid track record in conducting
acquisitions.  These strengths are offset partially by Royalty
Pharma's aggressive acquisition pace and financial policies.
     
Royalty Pharma acquires rights to royalty payments from drugs
marketed by others, using royalties earned on drug sales to repay
debt, generate returns for its investors, and fund acquisitions.


SARM 2004-8: Fitch Junks Rating on Class B-4 and Class B-5 Certs.
-----------------------------------------------------------------
Fitch Ratings has taken rating action on these Structured
Adjustable Rate Mortgage Loan Trust (SARM) pass-through
certificates:

Series 2004-8:

  -- Class A affirmed at 'AAA'.

Series 2004-13:

  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AA-';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 downgraded from 'BB' to 'CC/DR3';
  -- Class B-5 downgraded from 'B' to 'CC/DR4'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses and affect approximately
$702.94 million in outstanding certificates.  The downgrades
reflect deterioration in the relationship between CE and expected
losses, and affect approximately $1.76 million in outstanding
certificates.

The pool factors (current collateral balance as a percentage of
original) for 2004-8 and 2004-13 are approximately 42% and 10%,
respectively, and are 44 months and 42 months seasoned.  The
cumulative losses are approximately 0.10% and 0.09%, respectively.


SECURITY CAPITAL: Fitch Holds Bonds' Neg. Watch on Arm's BB Rating
------------------------------------------------------------------
Concurrent with yesterday's downgrade of XLCA's IFS rating to 'BB'
from 'A', nine ABS bonds and two RMBS bonds wrapped by XLCA remain
at 'A' and on Rating Watch Negative by Fitch Ratings.

Fitch will resolve its Rating Watch status on the affected bonds
in the coming weeks.  The rating floor is currently 'BB',
corresponding to XLCA's IFS rating.  Fitch will be analyzing the
underlying collateral performance, available credit enhancement
and structural features in helping to resolve the Rating Watch
status.

Fitch also downgraded Oceanview A1B Custodial Receipts to 'BB'
from 'A' and removed the tranche from Rating Watch Negative
following the downgrade of XLCA's Insurer Financial Strength (IFS)
rating to 'BB' from 'A'.


SHAPES/ARCH HOLDINGS: Files Chapter 11 Plan in New Jersey
---------------------------------------------------------
Shapes/Arch Holdings LLC and its debtor-affiliates delivered a
Joint Chapter 11 Plan of Reorganization dated March 14, 2008,
along with a Disclosure Statement explaining that plan to the
Honorable Gloria M. Burns of the United States Bankruptcy Court
for the District of New Jersey.

The Debtors disclose that the Plan reflects a commitment by:

   a) its lender group -- comprised of The CIT Group/Business
      Credit, Inc., as agent, JPMorgan Chase Bank N.A., and
      Textron Financial Corporation -- to provide the Debtors with
      revolving loans of up to $60 million throughout the chapter
      11 proceedings and upon exiting bankruptcy; and

   b) Arcus ASI Funding LLC to pay off the lender group's term
      loans; to provide funding in excess of what is available
      based upon the Debtors' eligible inventory and accounts in
      light of the cyclical nature of the Debtors' businesses; to  
      provide additional working capital for the Debtors, and to
      fund a dividend to creditors, requiring a total commitment
      by Arcus of approximately $25 million.

The Debtors' Plan will distribute these reserves, after the
effective date:

   i) Pool Escrow of $500,000;
  ii) Cure Escrow of $25,000;
iii) Plan Expense Reserve of $100,000; and
  iv) Plan Funders Release Escrow of $100,000.

The Plan provides for the full payment of all creditors.  Holders
of General Unsecured claims, totaling $31,000,000, are expected to
get a 2% recovery of their claims.  Claims entitled to 100%
recovery include:

   -- administrative, fee, priority tax claims;
   -- other priority claims, totaling $2,000,000;
   -- Arcus ASI Funding LLC DIP claims, totaling $25,000,000;
   -- collateralized insurance program claims;
   -- CIT claims, totaling $50,000,000;
   -- Environmental Protection Agency/New Jersey Department of
      Environmental Protection claims, totaling $350,000;
   -- miscellaneous secured claims;
   -- secured claims of Warehousemen and Shippers;
   -- secured real estate claims, totaling $950,000;
   -- secured claim of Crown Credit Company, totaling, $30,087;
   -- Ben LLC interests; and
   -- membership interests.

Ben LLC is the parent of Shapes/Arch.

A full-text copy of Shapes/Arch's Disclosure Statement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=080318223710

A full-text copy of Shapes/Arch's Joint Chapter 11 Plan of
Reorganization is available for a fee at:

  http://www.researcharchives.com/bin/download?id=080318224131

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection against their creditors, they listed
assets between $10 million to $50 million and debts between
$50 million to $100 million.


SHAPES/ARCH HOLDINGS: Obtains Access to $85 Million DIP Financing
-----------------------------------------------------------------
The Honorable Gloria M. Burns of the United States Bankruptcy
Court for the District of New Jersey granted Shapes/Arch Holdings
LLC and its debtor-affiliates permission on an interim basis to
immediately obtain financing from:

   -- The CIT Group/Business Credit Inc., as agent for itself
      and for JP Morgan Chase Bank, N.A., and Textron Financial
      Corporation, as lenders, of up to $60,000,000 under a
      revolver DIP facility; and

   -- Arcus ASI Funding LLC, as agent and term lender, of at least
      $25,000,000 under a term DIP facility.

Access to the credit facilities terminates on April 3, 2008.  The
Court will convene a hearing on that date in Camden, New Jersey,
to consider final approval of the Debtors' request.  Objections,
if any, are due March 31.

The Debtors will use CIT's loan to fund the Debtors' working
capital needs and prepetiton indebtedness.  The proceeds of Arcus'
facility will be used to provide funding in excess of what is
available based upon the Debtors' eligible inventory and accounts
in light of the cyclical nature of the Debtors' businesses -- PP&E
Equity Borrowing Base Component -- and pay-off the prepetition
term loan owing to CIT.

Before their bankruptcy filing, the Debtors owed sums to a
syndicate of lenders led by CIT.  As of the Petition Date, the
outstanding borrowings from the Lender Group are:

   -- revolving loans totaling roughly $47.72 million;

   -- term loans totaling roughly $8.35 million; and

   -- letters of credit totaling roughly $3.55 million.

CIT's revolver DIP facility incurs interest at prime plus 0.25%
per annum, or LIBOR rate plus 2% per annum.  Arcus' term DIP
facility incurs interest at prime plus 6% per annum.

As adequate protection, pursuant to Section 364(c) of the
Bankruptcy Code, CIT's revolver DIP facility and Arcus' term DIP
facility will be secured by:

   (i) a pari passu first priority superpriority administrative
       claim and expense,

  (ii) a perfected first priority security interest on the
       Debtors' assets securing the respective credit facilities,
       and

(iii) a second priority perfected security interest on the
       Debtors' assets securing the other credit facility,
       including, without limitation, all claims in avoidance
       actions.

The DIP liens are subject to a $1,375,000 carve-out for payments
to professional advisors to the Debtors and the statutory
committee appointed in the case, and U.S. Trustee and Clerk of
Court fees.  There is a $1,125,000 Carve-out for the Debtors'
Professionals and a $250,000 Carve-out for the Committee's
Professionals.

The Debtors will pay a host of fees to CIT and Arcus, including an
annual administrative agent fee of up to $40,000, and an annual
collateral agent fee of up to $125,000 to CIT; and a collateral
monitoring fee of $40,000 per month, an agent/facility fee of
$40,000 per month to Arcus.

Paul A. Patterson, Esq., at Stradley Ronon Stevens & Young, LLP,
serves as counsel to The CIT Group/Business Credit, Inc.

Joel C. Shapiro, Esq., at Blank Rome LLP, represents Arcus ASI
Funding, LLC.

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection against their creditors, they listed
assets between $10 million to $50 million and debts between
$50 million to $100 million.


SHAPES/ARCH: Organizational Meeting Today to Form Committees
------------------------------------------------------------
The United States Trustee for Region 3 in New Jersey will hold an
organizational meeting of creditors in the Chapter 11 cases of
Shapes/Arch Holdings, LLC and its-debtor affiliates today at 2:00
p.m., at the United States Trustee's Office, One Newark Center,
14th Floor, Room 1401 in Newark, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of creditors in the Debtors' cases.

The meeting is not a meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  A representative of the Debtors,
however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection against their creditors, they listed
assets between $10 million to $50 million and debts between
$50 million to $100 million.


SHEARSON FINANCIAL: Picks Harry R. Kraatz as Restructuring Officer
------------------------------------------------------------------
Shearson Financial Network Inc. and its subsidiaries disclosed
that Harry R. Kraatz has been retained and appointed as the chief
restructuring officer, a newly created position.
    
Mr. Kraatz was retained to oversee the management and
reorganization of the company's business including assisting the
company with restructuring its balance sheet, reducing costs and
implementing a revised strategic plan.  

Mr. Kraatz has experience in the reorganization process, has
served as Trustee, and has chaired unsecured creditor committees.
    
Recently, the mortgage banking industry has undergone a severe
restriction of its credit facilities due to the collapse of the
sub-prime loan market.  Financial institutions, such as warehouse
lenders, have responded by raising the capital costs necessary to
bank a loan in their facility.  These increased costs have made
banking a loan substantially more expensive and have had an
adverse effect on the company's liquidity.
    
The company has temporarily discontinued all operations and is
considering alternatives to the present business which may include
modifications of its previous business plan and the possible sale
or licensing of certain assets.
    
Mr. Kraatz is president of T.E.G. Inc., a crisis management and
turn-around consulting firm.  In this capacity, he has provided
consulting services to numerous companies including Montgomery
Medical Ventures, Commonwealth Associates, Westminster Capital,
Swensen's Ice Cream Company, Aca Joe Inc., Finet Holdings Company,
ZAPworld.com., Worldwide Wireless Communications Inc., Sims
Communications and others.
    
Mr. Kraatz has also been appointed by the United States Bankruptcy
Court, Southern District of New York as Liquidating Trustee for
Redsky Interactive Inc.  Mr. Kraatz has served as the "Responsible
Party" and during their reorganizations, the chief executive
officer for Finet Holdings Corporation, ZAPworld.com., William &
Clarissa, Inc., and ACA JOE International.
    
He has also served as vice-chairman of the board of Commercial
Bank of San Francisco and as a director and president of Swensen's
Ice Cream Company.

                     About Shearson Financial

Based in Henderson, Nevada, Shearson Financial Network Inc. (OTC
BB: SFNN.OB) -- http://www.shearsonfinancialnetwork.com/ -- is a   
direct-to-consumer mortgage broker and banker with revenues
derived primarily from origination commissions and resale of whole
loans earned on the closing of first and second mortgages on
single-family residences.  The company has acquired and intends to
acquire other businesses in the direct-to consumer mortgage
brokerage business and may acquire other businesses that are
outside the direct-to-consumer mortgage brokerage business.  The
company has also recently expanded its loan servicing operations
and has contracted with several mortgage pool owners to service
those pools of loans.

                       Going Concern Doubt

Pollard-Kelley Auditing Services Inc. in Fairlawn, Ohio, expressed
substantial doubt about Shearson Financial Network Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements as of the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company has
not generated significant profits to date and in addition,
management believes that it will need additional equity or debt
financing to be able to sustain profitability.  

Although the company reported a profit for the year ended
Dec. 31, 2006 of $2.8 million, the company has suffered recurring
losses from operations and has an accumulated deficit of
$29.3 million as of Sept. 30, 2007.


SHORES OF PANAMA: Wants to Employ John Venn as Bankruptcy Counsel
-----------------------------------------------------------------
Shores of Panama, Inc. asks the United States Bankruptcy Court for
the Northern District of Florida for authority to employ John E.
Venn, Jr., P.A. as its bankruptcy counsel.

As the counsel, John Venn is expected to:

   a. consult concerning the bankruptcy process;

   b. prepare the petition and all other papers necessary to
      commence the case;

   c. prepare schedules;

   d. attend the first meeting of creditors pursuant to Section
      341 of the Bankruptcy Code;

   e. attend any examinations conducted pursuant to Rule 2004 of
      the Bankruptcy Rules;

   f. prosecute and defend various contested matters that may be
      necessary, including motions for sale free and clear of
      liens;

   g. prepare the plan and disclosure statement;

   h. solicit acceptances of the plan; and

   i. attend the confirmation hearing.

The Debtor will pay the firm at its standard hourly rates.  

      Professional                 Designation     Rate
      ------------                 -----------     ----
      R.G. Baumann, Esq.           attorney        $375
      H.M., Ehrenberg, Esq.        attorney        $475
      M.S. Horoupian, Esq.         attorney        $450
      A.L. Kupetz, Esq.            attorney        $600
      D.S. Kupetz, Esq.            attorney        $510
      D.A. Lev, Esq.               attorney        $450
      H.N. Madris, Esq.            attorney        $420
      E.D. Miller, Esq.            attorney        $430
      J.M. Pomerance, Esq.         attorney        $410
      V.A. Sahn, Esq.              attorney        $525
      I. Saperstein, Esq.          attorney        $400
      L.D. Simons, Esq.            attorney        $350
      I., Sulmeyer, Esq.           attorney        $650
      A.G. Tippie, Esq.            attorney        $525
      M.A. Tompkins, Esq.          attorney        $310
      S.R. Wainess, Esq.           attorney        $475
      J.F. Bartlett, Esq.          paralegal       $185
      L.V. Perez, Esq.             trustee         $150
                                   administrator

      Title                        Rate
      -----                        ----
      Members                      US$375-US$650
      Senior Counsels              US$375-US$650
      Counsel                      US$410-US$430
      Associates                   US$310-US$350

To the best of the Debtor's knowledge, the firm does not hold any
adverse interest in the Debtor's estates.  It believes also that
the employment of the firm is necessary and in the best interest
of its estates.

The firm can be reached at:

   John E. Venn, Jr., Esq.
   John E. Venn, Jr., PA
   220 West Garden Street, Suite 603
   Pensacola, FL 32502
   Tel: (850) 438-0005
   Fax: (850) 438-1881

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.


SIMPSON FARM: Taps McNamee Hosea as Bankruptcy Counsel
------------------------------------------------------
Simpson Farm LLC asks the United States Bankruptcy Court for the
District of Maryland for authority to employ James M. Greenan,
Esq. and McNamee Hosea Jernigan Kim Greenan & Walker, P.A. as its
bankruptcy counsel, effective as of petition date.

As the Debtor's bankruptcy counsel, Greenan and McNamee Hosea
will:

  a) prepare and file all necessary bankruptcy pleadings on behalf
     of the Debtor.

  b) negotiate with secured creditors regarding post-petition
     payment;

  c) represent the Debtor with respect to adversary and other
     proceedings in connection with the bankruptcy; and

  d) prepare the Debtor's disclosure statement and plan of
     reorganization.

As compensation for its services, McNamee Hosea's professionals
bill:

     Professional                Hourly Rate
     ------------                -----------
     James M. Greenan, Esq.          $400
     Senior Associates               $250
     Junior Associates               $175
     Paralegal                        $85

The Debtor has agreed to pay McNamee Hosea of $50,000 retainer,
and has paid the firm $2,849.50 for services performed pre-
petition, $1,039 for the Chapter 11 filing fee and $16,111.50
representing an initial retainer deposit.

James M. Greeman, Esq., a managing partner at McNamee Hosea,
assures 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. Greenan can be reached at:

     James M. Greenan, Esq.
     McNamee Hosea Jernigan Kim Greenan & Walker P.A.
     6411 Ivy Lane, Suite 200
     Greenbelt, Maryland 20770
     Tel: (301) 441-2420
     Fax: (301) 982-9450
     
Based in Rockville, Maryland, Simpson Farm L.L.C. filed for
Chapter 11 protection on Feb. 18, 2008 (Bankr. D. Md. Case No.
08-12213).  When the Debtor filed for bankruptcy, it listed
estimated assets and debts of between $10 million and $50 million.


SIMPSON FARM: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Simpson Farm L.L.C. filed with the U.S. Bankruptcy Court for the  
District of Maryland its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $26,000,000
  B. Personal Property                     $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $22,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $9,344
                                  -----------    -----------
     TOTAL                        $26,000,000    $22,009,344

Based in Rockville, Maryland, Simpson Farm L.L.C. filed for
Chapter 11 protection on Feb. 18, 2008 (Bankr. D. Md. Case No.
08-12213).  James M. Greeman, Esq., at McNamee Hosea Jernigan Kim
Greenan & Walker, P.A., represent the Debtor in its restructuring
efforts.


SMARTIRE SYSTEMS: January 31 Balance Sheet Upside-Down by $31MM
---------------------------------------------------------------
SmarTire Systems Inc.'s balance sheet at Jan. 31, 2008, showed
total assets of $3.406 million and total liabilities of
$34.865 million, resulting to total shareholders' deficit of
$31.159 million.

The company reported financial results for second quarter and six
months ended Jan. 31, 2008.  SmarTire's net loss for second
quarter 2008 was $8.2 million compared to a net loss of
$5.3 million in second quarter 2007.

In second quarter 2008, SmarTire's net loss from operations
decreased by 33% to $1.4 million from $2.1 million in second
quarter 2007.

Net loss for the six months ended Jan. 31, 2008, was $13.5 million
compared to a net loss of $10.6 million for the six months ended
Jan. 31, 2007.

Net loss from operations for the six months ended Jan. 31,
2008 decreased by 41% to $2.6 million from $4.4 million for the
six months ended Jan. 31, 2007.

Cash used to fund operating and investing activities for the six
months ended Jan. 31, 2008 decreased by $2.2 million to
$1.4 million from $3.6 million for the six months ended Jan. 31,
2007.

The decrease in cash used was due to a decrease in operating
expenses in first quarter and second quarter 2008 due to a
reduction in the number of SmarTire employees and a reduction in
SmarTire's investing activities as SmarTire substantially
completed product development of the company's current product
offering in fiscal 2007.

"Our continued objective is to make our company profitable.  "We
have taken the necessary steps to reduce costs and keep them under
control," David Warkentin, president and chief executive officer,
said.  "However we recognize that to meet our profitability
objective we need to remain tightly focused on increasing
revenue."  

"While, we are disappointed that revenues have not grown more
quickly, I am encouraged by our booked sales orders which was
approximately $600,000 at the end of January 2008," Mr. Warkentin
added.  "The delayed production implementation schedules with a
number of OEM customers which are expected to begin in the New
Year have continued to impact revenue growth."

                       About SmarTire Systems

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/-- develops
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 4, 2007,
BDO Dunwoody LLP, in Vancouver, Canada, conducted its audit of
SmarTire Systems Inc.'s consolidated financial statements for the
year ended July 31, 2006, in accordance with Canadian reporting
standards which do not permit a reference to such events and
conditions which cast substantial doubt about a company's ability
to continue as a going concern when these are adequately disclosed
in the financial statements.

The company has incurred recurring operating losses and has a
deficit of $104 million as at July 31, 2006.  The ability of the
company to continue as a going concern is in substantial doubt and
is dependent on achieving profitable operations, and obtaining the
necessary financing in order to achieve profitable operations.


SOUTH COAST VIII: 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 VIII Ltd.:

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

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

Class Description: $344,750,000 Class A-1NV First Priority Senior
Secured Non-Voting Floating Rate Notes Due 2043

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

Class Description: $57,250,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2043

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

Class Description: $44,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2043

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

Class Description: $12,000,000 Class C Fourth Priority Deferrable
Mezzanine Secured Floating Rate Notes Due 2043

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

Class Description: $23,750,000 Class D Fifth Priority Deferrable
Mezzanine Secured Floating Rate Notes Due 2043

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

Class Description: $5,000,000 Class E Sixth Priority Deferrable
Mezzanine Secured Floating Rate Notes Due 2043

  -- 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.


SPRINGDALE CDO: Moody's Slashes Ratings on Three Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Springdale CDO 2006-1 Ltd.:

Class Description: $80,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2051

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

Class Description: $60,000,000 Class B Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $26,300,000 Class C Secured Floating Rate
Deferrable Interest Notes Due 2051

  -- 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.


STEEL DYNAMICS: Moody's Puts 'Ba2' Rating to $300 Mil. Senior Debt
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Steel Dynamics
Inc.'s senior unsecured guaranteed debt issuance of approximately
$300 million.  Proceeds from the issuance will be used to reduce
borrowings outstanding under the company's revolving credit
facility ($239 million outstanding at Dec. 31, 2007), as well as
for general corporate purposes.

At the same time, Moody's affirmed SDI's Ba1 corporate family
rating, its Ba1 probability of default rating, the Ba2 rating on
its existing guaranteed senior unsecured bonds and debentures and
the Ba2 rating on its convertible subordinated notes.  The rating
outlook is stable.

While the debt issuance modestly increases the company's overall
financial leverage profile, Moody's believes SDI has adequate
cushion at its current rating level to accommodate a transaction
of this magnitude without compromising its credit profile.  On a
pro forma basis, inclusive of both the notes issuance and the
OmniSource acquisition in Q4 2007, SDI's Debt EBITDA is expected
to be approximately 2.4x, using Moody's standard adjustments.  
Additionally, Moody's believes that the transaction improves SDI's
overall liquidity position by extending its debt maturity profile
and increasing amounts available under its secured credit
facility.

SDI is also in the process of amending its existing senior secured
credit facility to increase the size by approximately $150 million
to $250 million.  While Moody's believes the amendment affords SDI
additional financial flexibility to pursue growth initiatives,
especially through acquisitions, Moody's expects the company will
continue to balance its cash generation uses among debt reduction,
expansion, and share repurchases, especially given its
acquisition-driven growth activity.

SDI's Ba1 corporate family rating reflects the company's low cost
mini-mill operating structure, which contributes to its strong
earnings power, its growing production capabilities, and its
improving product mix, which is shifting more toward higher value-
added steel and specialty alloys.  

In addition, the robust steel price environment in recent years
has enabled the company to significantly up-tier its performance
and fundamentally improve its financial profile.  Overall, SDI's
steelmaking process requires only 0.3 man-hours to produce a hot
band ton in the flat roll division; Moody's believes that SDI is
among the most profitable steel producers in the United States on
a per ton basis.

Given this fundamental improvement in performance over recent
years and SDI's business strategy, which includes both organic
growth and growth by acquisition, the company has an acceptable
cushion at the Ba1 rating level for a more normalized "through the
cycle" earnings scenario.  Additionally, SDI benefits from
flexible labor arrangements, the absence of a defined benefit
pension program, and manageable environmental liabilities.  
Factors limiting the rating include the company's modest size
relative to investment grade steel producers, the secured nature
of its credit facility and the company's acquisition-driven growth
strategy.

The stable outlook captures Moody's expectations that SDI will
continue to exhibit solid earnings and cash generation over the
next twelve months reflective of its low cost position and
continued acceptable business environment in key markets served,
commercial construction in particular.  Considering SDI's growth
initiatives, and the corollary impact on spending requirements,
Moody's does not see the company sustaining the financial leverage
and coverage ratios appropriate for an investment grade company on
a through-the-cycle basis.

Assignments:

Issuer: Steel Dynamics, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2
     (72%, LGD 5)

Under Moody's loss given default methodology, the senior unsecured
notes are rated one notch below the corporate family rating
reflective of the level of secured to unsecured debt in the
capital structure and the higher recovery rate that the secured
debt commands.  The revolving credit facility and Term Loan A are
secured by receivables and inventory as well as by a pledge of
shares of wholly-owned subsidiaries capital stock.  Moody's
previous rating action for SDI was on Oct. 5, 2007 when Moody's
assigned a Ba2 to SDI's senior unsecured guaranteed debt issuance
and affirmed its existing ratings.

Headquartered in Fort Wayne, Indiana, Steel Dynamics had total
consolidated steel shipments of approximately 5.0 million tons and
generated revenues of $4.4 billion in 2007.


STEEL DYNAMICS: S&P Puts 'BB+' Rating on Proposed $300 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating and
'3' recovery rating to the proposed $300 million senior unsecured
notes due 2016 of Steel Dynamics Inc. (BB+/Stable/--).  The '3'
recovery rating indicates that lenders can expect meaningful (50%-
70%) recovery in the event of a payment default.  The company
expects to sell the securities pursuant to Rule 144A of the
Securities Act of 1933.
     
Steel Dynamics will use the proceeds from the proposed notes to
reduce amounts outstanding under the company's revolving credit
facility and for general corporate purposes, including capital
expenditures, acquisitions, or share repurchases.
     
Pro forma for the proposed financing, Steel Dynamics is expected
to have approximately $2.2 billion in debt outstanding.
     
Fort Wayne, Indiana-based Steel Dynamics, relative to its
competitors, is a small regional producer, with five steel
minimills.
     
The ratings reflect the company's exposure to highly competitive
and cyclical markets, aggressive growth plans that include
significant capital expenditures and acquisitions, and
shareholder-friendly initiatives.  They also reflect its increased
debt burden and somewhat modest size relative to competitors.  The
ratings further reflect SDI's very low cost position, solid credit
protection measures, improved product diversity, conservative
balance sheet, and good industry conditions.

                          Ratings List

                       Steel Dynamics Inc.

  Corporate Credit Rating              BB+/Stable/--

                        Rating Assigned

   $300 mil. senior unsecured
    notes due 2016                     BB+

   Recovery rating                     3


TABS 2005-4: Worse Credit Quality Prompts Moody's Rating Reviews
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by TABS 2005-4, Ltd.:

Class Description: $264,000,000 Class A Senior Secured Floating
Rate Notes Due 2045

  -- 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: $60,000,000 Class B Senior Secured Floating
Rate Notes Due 2045

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

Class Description: $30,000,000 Class C Senior Secured Floating
Rate Notes Due 2045

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

Class Description: $10,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2045

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

Class Description: $20,000,000 Class E Mezzanine Secured
Deferrable Floating Rate Notes Due 2045

  -- 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.


TALLSHIPS FUNDING: Eroding Credit Quality Cues Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Tallships Funding, Ltd.:

Class Description: Advance Swap

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

Class Description: Revolving Credit Agreement

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

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

Class Description: $360,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $65,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $50,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes Due 2047

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

Class Description: $37,500,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes Due 2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $30,000,000 Class D Floating Rate Junior
Subordinate Secured 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.


TAYLOR CAPITAL: Paying $0.10 per Share Cash Dividend on April 10
----------------------------------------------------------------
Taylor Capital Group Inc.'s board of directors approved a cash
dividend of $0.10 per share on its common stock, payable on
April 10, 2008 for stockholders of record as of March 31, 2008.

In addition, a cash dividend of $0.609375 per share of trust
preferred securities issued by TAYC Capital Trust I is payable on
March 31, 2008, to stockholders of record as of March 28, 2008.

Headquartered in Illinois, Chicago, Taylor Capital Group Inc.
(Nasdaq: TAYC) -- http://www.taylorcapitalgroup.com/-- is a bank-    
holding company.  The company derives virtually all of its revenue
from its subsidiary, Cole Taylor Bank, which presently operates 11
banking centers throughout the Chicago metropolitan area.
    
                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Fitch Ratings downgraded the individual rating to 'C' from 'B/C'.  
The rating outlook has been revised to negative from stable.


TAZLINA FUNDING: Seven Classes of 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
Tazlina Funding CDO II, Ltd.:

Class Description: $900,000,000 Class A-1 First Priority Senior
Floating Rate Delayed Draw Notes Due 2054

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

Class Description: $450,000,000 Class A-2 Second Priority Senior
Floating Rate Notes Due 2054

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

Class Description: $105,000,000 Class A-3 Third Priority Senior
Floating Rate Notes Due 2054

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

Class Description: $17,500,000 Class B Fourth Priority Senior
Floating Rate Notes Due 2054

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

Class Description: $2,500,000 Class C Fifth Priority Senior
Floating Rate Notes Due 2054

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $16,000,000 Class D Sixth Priority Mezzanine
Deferrable Floating Rate Notes Due 2054

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

Class Description: $6,000,000 Class E Seventh Priority Mezzanine
Deferrable Floating Rate Notes Due 2054

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

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


THORNBURG MORTGAGE: Has Until Today to Raise $948,000,000
---------------------------------------------------------
Thornburg Mortgage, Inc. said Saturday it has received an
extension through March 31, 2008, for the Override Agreement that
the company had announced on March 19, 2008.  Pursuant to the
agreement, Thornburg agreed to raise a minimum of net proceeds of
$948 million in new capital as part of the 364-day agreement the
company entered into with five of its remaining reverse repurchase
agreement counterparties and their affiliates to provide
approximately $5.8 billion of reverse repurchase agreement
financing.  The counterparties have agreed to both a contractual
reduction of margin requirements for financing the company's
mortgage securities and a suspension of their rights to invoke
further margin calls and related rights under their reverse
repurchase agreements, global master securities lending agreements
and auction swap agreements subject to certain covenants and
conditions.

Thornburg and its creditors originally agreed to a March 27, 2008
deadline.  It was later reset to 5:00 pm ET on Friday.

As reported by the Troubled Company Reporter on March 26,
Thornburg and MatlinPatterson Global Opportunities Partners III
L.P. and MatlinPatterson Global Opportunities Partners (Cayman)
III L.P. executed on March 24 a term sheet setting forth the terms
of a proposed financing involving the private placement of up to
$1.35 billion aggregate principal amount of senior subordinated
secured notes due in 2015, with an interest rate of 18%, which
will be adjusted to 12% upon satisfaction of certain conditions.

Purchasers of the Notes will also initially receive detachable
warrants to purchase shares of the Company's common stock, $0.01
par value, at an exercise price of $0.01 per share.  In the
aggregate, the warrants will be equal to approximately 48% of the
Company's then outstanding fully diluted equity.  Upon the receipt
of approval by the Company's shareholders to increase the
authorized capital stock of the Company, the purchasers of the
notes will receive additional warrants to purchase Common Stock,
in amount such that the aggregate of both the Initial Warrants and
Additional Warrants represents approximately 90% of the Company's
then outstanding fully diluted equity.

MatlinPatterson has committed to purchase $450 million of the
Notes pursuant to the Term Sheet.  If the Company and
MatlinPatterson were to enter into definitive documents in
connection with the proposed financing by March 27, 2008.  
Otherwise, the Company will be obligated to pay MatlinPatterson a
$18 million termination fee, plus expenses.

The proceeds of the proposed offering are intended to satisfy a
key contingency of the Override Agreement.

Also on March 24, 2008, in connection with the Term Sheet, the
Company entered into a 7-year prepaid cash-settled agreement with
MP TMA LLC and MP TMA (Cayman) LLC.  MP agreed to pay the Company
$100 million in return for, commencing April 2009, a payment in
the amount of the excess of (i) the principal payments on the
portfolio of mortgages and other assets constituting collateral
received prior to the maturity of the Prepaid Agreement and mark-
to-market valuation of the collateral at the maturity of the
Prepaid agreement over the (ii) principal amount of the obligation
under a financing agreement relating to the Collateral.  The
Prepaid Agreement may consist of one or more agreements covering
all or portions of the collateral.

A full-text copy of the Term Sheet for Proposed Financing dated
March 24, 2008, is available at no charge at
http://ResearchArchives.com/t/s?29c0

A full-text copy of the Prepaid Cash-Settled Agreement dated March
24, 2008, is available at no charge at
http://ResearchArchives.com/t/s?29c1

                     About Thornburg Mortgage

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family residential mortgage lender focused principally on prime
and super-prime borrowers seeking jumbo and super-jumbo  
adjustable-rate mortgages.  It originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


TOLL BROTHERS: Moody's Reviews All Ratings for Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed all of the ratings of Toll
Brothers, Inc., Toll Brothers Finance Corp., and Toll Corporation
under review for possible downgrade, including the company's Baa3
rating on existing senior unsecured note issues and Ba2 rating on
the subordinated note issues.

In the context of the 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, the review was prompted by
Toll's lower than industry average inventory reduction to date and
its substantially greater than industry average exposure to the
high density mid-rise and high-rise tower business.  The review
will focus on these issues:

   i) Additional capital that will be required for Toll to build
out and complete its high density mid- and high-rise construction
in the coming year;

  ii) The company's ability to reduce its total inventory position
in the face of this longer- and worse-than-expected downturn and
the shift in its business risk profile;

iii) An estimate of the company's remaining exposure to inventory
writedowns and the impact on its franchise.

  iv) Worst case joint venture exposure.

Moody's expects to conclude the review after Toll's second quarter
results are available in detail.

Based in Horsham, Pennsylvania, Toll Brothers, Inc. is the
nation's leading builder of luxury homes, serving move-up, empty-
nester, and "active adult" buyers in 21 states and six regions
around the country.  Homebuilding revenues and total net income
for the trailing twelve months ended Jan. 31, 2008 were
$4.4 billion and -$114.6 million, respectively.


TOURMALINE CDO: Moody's Downgrades Ratings on 12 2052 Note Classes
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Tourmaline CDO III Ltd.:

Class Description: $1,050,000,000 Class A-1 Senior Floating Rate
Notes Due 2052

  -- 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: $141,250,000 Class A-2 FLT Senior Floating Rate
Notes Due 2052

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

Class Description: $5,000,000 Class A-2 FXD Senior Fixed Rate
Notes Due 2052

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

Class Description: $50,000,000 Class B-1 Senior Floating Rate
Notes Due 2052

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

Class Description: $40,500,000 Class B-2 Floating Rate Deferrable
Notes Due 2052

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

Class Description: $94,000,000 Class C Floating Rate Notes Due
2052

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

Class Description: $6,000,000 Class D-1 Floating Rate Deferrable
Notes Due 2052

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

Class Description: $33,000,000 Class D-2 FLT Floating Rate
Deferrable Notes Due 2052

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

Class Description: $6,000,000 Class D-2 HYB Floating/Fixed Rate
Deferrable Notes Due 2052

  -- Prior Rating: Baa2
  -- Current Rating: B2, on review for possible downgrade

Class Description: $16,500,000 Class D-3 Floating Rate Deferrable
Notes Due 2052

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

Class Description: $11,250,000 Class E Floating Rate Deferrable
Notes Due 2052

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

Class Description: $6,000,000 Combination Notes Due 2052

  -- Prior Rating: Baa2
  -- Current Rating: B2, on review for possible downgrade

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


TOWERS OF CHANNELSIDE: Taps Forizs & Dogali as Counsel
------------------------------------------------------
The Committee of Unsecured Creditors appointed in The Towers of
Channelside LLC's Chapter 11 case, asks the United States
Bankruptcy Court for the Middle District of Florida for authority
to employ Forizs & Dogali, P.L. as its counsel, nunc pro tunc to
March 14, 2008.

As the Committee's counsel, Forizs & Dogali will:

  a) serve as counsel for the Committee;

  b) meet and confer with the Committee and provide the Committee  
     legal advice concerning the Committee's powers, duties, and
     obligations;

  c) appear at hearings on behalf of the Committee in all matters
     requiring Committee participation which may include, but are
     not limited to hearings on cash collateral, sales, leases,
     officers' salaries, automatic stay matters, matters involving
     executory contracts, the Debtor's operations, disclosure
     hearings, plan hearings, and litigaion and potential
     litigation involving the Debtor, the Debtor's insiders,
     secured creditors and other parties;

  d) negotiate with counsel for the Debtor, secured creditors,
     equity holders, parties executory contracts, and others on
     various matters which affect the interests of unsecured
     creditors;

  e) review and analyze documents if requested;

  f) review and investigate the pre-petition activities of the
     Debtor, its insiders, its creditors and other parties and to
     advise the Committee concerning rights or claims which such
     activities may give rise to on behalf of the Debtor's estate;

  g) advise the Committee concerning claims against the Debtor and
     against property of the Debtor's estate; and

  h) perform such other services as may be required.

As compensation for its services, Forizs & Dogali's professionals
bill:

     Professional               Hourly Rate
     ------------               -----------
     Zala Forizs, Esq.             $350
     Robert Wahl, Esq.             $325
     Timothy Woodward, Esq.        $300
     Jackie Taylor, Esq.           $190
     Eileen Bloom                  $100

Zala L. Forizs, Esq., a partner at Forizs & Dogali, assures 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. Forizs can be reached at:

     Zala L. Rorizs, Esq.
     Forizs & Dogali, P.L.
     4301 Anchor Plaza Parkway
     Suite 300
     Tampa, Florida 33634
     Tel: (813) 289-0700
     Fax: (813) 289-9435
     email: zforizs@forizs-dogali.com

                   About Towers of Channelside

Based in Plant City, Florida, the Towers of Channelside, LLC --
http://www.towersatchannelside.com/-- operates a 29-story twin      
tower condominium 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.


TREMONIA CDO: Moody's Downgrades Ratings on Three Classes of Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Tremonia CDO 2005-1 PLC:

Class Description: $79,500,000 Class C Tremonia CDO 2005-1 PLC
Floating Rate Notes Due 2045

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $7,500,000 Class D Tremonia CDO 2005-1 PLC
Subordinated Notes Due 2045

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


TRENTONWORKS LTD: USW Members Object to Ernst & Young as Trustee
----------------------------------------------------------------
Members of the United Steelworkers' are calling and visiting their
Modified Labor Agreements, and met with the premier, to convince
the Nova Scotia government to get rid of Ernst and Young as the
trustee for the bankrupt Trenton Works.

"Our union and the province are the only two main creditors," said
USW Ontario/Atlantic assistant director Marie Kelly.  "A
creditors' meeting is scheduled for today, March 31 and Ms. Kelly
says the government must show that it supports communities like
Trenton, whose major employer was allowed to slide into bankruptcy
by its US owner, the profitable Greenbrier Companies.

"Based on past experience with Ernst and Young over the demise of
Sydney Steel, we have no confidence in this company to do the
right thing by the community or workers," she said.  "We need to
be sure that our claims will be dealt with."

There are 39 former office and technical employees owed severance
amounting to $1.5 million, a pension shortfall of $6.8 million and
a benefit shortfall of $157,000.  The province, through a loan
guarantee, is owed $8.8 million.  

"Something smells when it appears that all other creditors appear
to have been paid before the company went into bankruptcy," said
Ms. Kelly.  "There needs to be an inquiry by a trustee that hasn't
been involved to date,  and one that can come into the situation
in a neutral position to determine  whether something
inappropriate has occurred.

"The government of Nova Scotia owes to its citizens every effort
to support communities and jobs, Ms. Kelly added.  "We want the
province to join with us as full partners in the search and
recruitment of a new buyer for TrentonWorks.  For us, the real
bottom line is that we want the plant to be purchased and
production started up with a plan to employ as many workers as
possible for the long term."

           Receivership Application in Nova Scotia Court

As reported in the Troubled Company Reporter on Feb. 27, 2008,
TrentonWorks Ltd, a non-operating subsidiary of The Greenbrier
Companies, made an application to the Supreme Court of Nova
Scotia for the appointment of a receiver to take control of its
assets.

In April 2007, Greenbrier disclosed the closure of the railcar
manufacturing operation, located in Trenton, Nova Scotia, Canada.
The operation had become uncompetitive as a result of appreciation
of the Canadian dollar and other cost disadvantages.  Since then,
the company has worked with Ernst & Young to market the facility
and, in the process, directly contacted over 200 potential buyers,
nationally and internationally.

That process was not successful, and TrentonWorks has asked the
Court to appoint a Receiver to administer the assets in the best
interest of its creditors.  The company expects the appointment of
a Receiver to eliminate any ongoing costs associated with this
operation.

Greenbrier regrets the closing of the plant and the subsequent
loss of employment, but the plant was not cost competitive in the
North American marketplace.

                      About TrentonWorks Ltd.

Located in Nova Scotia, Canada, TrentonWorks Ltd. --
http://www.trentonworks.ca/-- was acquired by e Greenbrier    
Companies in 1995.  TrentonWorks has a history in the railcar and
other steel fabricating businesses in Canada since 1872.


UTSTARCOM INC: Losses Prompt PwC to Raise Going Concern Doubt
-------------------------------------------------------------
PricewaterhouseCoopers LLP said on Feb. 29, 2008, that UTStarcom
Inc. suffered recurring net losses, negative cash flows from
operations and has significant debt obligations due on March 1,
2008. These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

The company issued a release a day earlier and said that as a
result of its recurring net losses, the continued use of cash in
its operations, and the repayment of the convertible notes
described above, the company expects its independent registered
public accounting firm will issue a going concern uncertainty
explanatory paragraph in its audit report on the financial
statements for the year ended Dec. 31, 2007.

However, at that time, management believes that it has developed a
liquidity plan that, if executed successfully, will provide
sufficient liquidity to finance the company's anticipated working
capital and capital expenditure requirements for the next 12
months.

                     2007 Financial Results

Net sales for the fourth quarter 2007 were $806 million as
compared to $704 million in the fourth quarter of 2006.  Gross
margins for the fourth quarter 2007 were 12.7% as compared to
11.1% in the fourth quarter of 2006.  Net loss for the fourth
quarter of 2007 was $24.6 million, as compared to a loss of $42
million in the fourth quarter of 2006.

Certain significant items in the fourth quarter include:

    -- A restructuring charge of $14.5 million

    -- A $23 million non-cash impairment of long lived assets
       primarily related to the IP-CDMA business unit

    -- A tax accrual of $17.1 million related to China
       withholding tax on dividends and capital gains for
       anticipated future remittances

    -- A cash gain of $53.5 million related to the sale of
       securities

Net sales for the full year 2007 were $2.5 billion as compared to
$2.5 billion in 2006.  Gross margins for the full year 2007 were
13.0% as compared with 15.7% in 2006.  Net loss for the year was
$195.6 million, as compared to a loss of $117.3 million in 2006.

"Beginning in the fourth quarter of 2007, we launched a number of
initiatives, including a restructure of the company to focus on
our core growth technologies, including IPTV, and IP-based
softswitch and broadband devices.  Through 2008, we shall be very
focused on continued operational improvements and the execution of
our new strategy," stated Peter Blackmore, chief operating officer
of UTStarcom.  "We are also actively pursuing our liquidity plan
to strengthen our cash position, which includes the divestiture of
certain non-core assets.  We are committed to fulfilling our goal
of returning the company to profitability and positive cash
flows."

As of Dec. 31, 2007, the company's balance sheet showed total
assets of $1.9 billion, total liabilities of $1.3 billion and
total stockholders' equity of $617.9 million.

A full-text copy of the company's annual 2007 report is available
for free at http://ResearchArchives.com/t/s?29b9

                       Convertible Notes

The company also announced that it has transferred $289.5 million
to the Trustee of its 10-7/8% convertible subordinated notes, due
March 1, 2008, in full repayment of its principal and interest
obligations under the notes.

Added Mr. Blackmore, "We are very pleased to be able to pay off
the notes using our own cash; we worked hard to ensure that we
would not dilute our equity holders."

                  First Quarter 2008 Guidance

    -- Revenue is expected to improve modestly year-over-year
       and should be in the range of $500-$520 million.

    -- Overall gross margins in the first quarter is expected
       to be approximately 13%

    -- First quarter operating expenses is expected to range
       between $115-$120 million, excluding any one-time items

    -- Gains of approximately $35 million from the sale of
       securities

    -- Cash flow from operations is expected to be about neutral

                       Notice of Default

As reported in the Troubled Company Reporter on Oct. 25, 2007,
UTStarcom Inc., disclosed that on Oct. 15, 2007, it received a
notice of default from U.S. Bank National Association, as
indenture trustee, pursuant to which the Trustee asserted that the
company was in default of certain obligations under the Indenture,
dated as of March 12, 2003, as amended by the First Supplemental
Indenture, dated Jan. 9, 2007, as further amended by the Second
Supplemental Indenture, dated July 26, 2007, between the company
and the Trustee with respect to the company's 10-7/8% convertible
subordinated notes due 2008 (CUSIP Nos. 918076AA8 and 918076AB6).

                        About UTStarcom

UTStarcom Inc. -- http://www.utstar.com/-- (Nasdaq: UTSI)   
provides IP-based, end-to-end networking solutions and
international service and support.  The company sells its
broadband, wireless, and handset solutions to operators in both
emerging and established telecommunications markets around the
world.  UTStarcom enables its customers to rapidly deploy revenue-
generating access services using their existing infrastructure,
while providing a migration path to cost-efficient, end-to-end IP
networks.  Founded in 1991 and headquartered in Alameda,
California, the company has research and design operations in the
United States, China, Korea and India.


VERTICAL ABS 2006-1: Five Classes of Notes Get Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Vertical ABS CDO 2006-1.

Class Description: $519,500,000 Class A-S1VF Senior Secured
Floating Rate Notes Due 2046

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

Class Description: $56,000,000 Class A1 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: $108,500,000 Class A2 Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $31,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $29,000,000 Class B Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046.

  -- 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.


VERTICAL ABS 2006-2: Moody's Downgrades Ratings on Six Classes
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Vertical ABS CDO 2006-2, Ltd.:

Class Description: $335,000,0001 Class A-S1VF Senior Secured
Floating Rate Notes Due 2046

  -- Prior Rating: Aaa
  -- Current Rating: Aa3, 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: Baa2, on review for possible downgrade

Class Description: $41,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $26,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2046

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

Class Description: $21,000,000 Class B Mezzanine Secured
Deferrable Interest 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 Mezzanine Secured Deferrable
Interest Floating Rate Notes Due 2046

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


VOLANS FUNDING: Seven Classes of Notes Get Moody's Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Volans Funding 2007-1, Ltd. and left on review for
possible downgrade the rating of one of these classes of notes.
The class affected by this rating action is:

Class Description: $770,000,000 Class A-1 Senior Secured Floating
Rate Variable Funding Notes Due 2052

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

Class Description: $77,500,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $74,000,000 Class B Secured Floating Rate Notes
Due 2052

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

Class Description: $49,000,000 Class C Secured Deferrable Floating
Rate Notes Due 2052

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

Class Description: $44,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2052

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

Class Description: $34,000,000 Class E Mezzanine Secured
Deferrable Floating Rate Notes Due 2052

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

Class Description: $13,500,000 Class F Mezzanine Secured
Deferrable Floating Rate Notes Due 2052

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

Volans Funding 2007-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities and CDO
securities and synthetic securities in the form of credit default
swaps.  Reference obligations for the credit default swaps are
RMBS and CDO securities.

Since the closing date, the CDO has experienced deterioration in
the credit quality of the underlying portfolio, as well as the
occurrence on Jan. 4, 2008, as reported by the Trustee, of an
event of default caused by a failure of the ratio (expressed as a
percentage) obtained by dividing (A) the aggregate par value of
(i) all Collateral Debt Securities, (ii) the Excess Notional
Amount Liquidity, (iii) Principal Proceeds held as Cash and (iv)
Eligible Investments purchased with Principal Proceeds by (B) the
sum of (i) the Aggregate Outstanding Amount of the Class A Notes
and (ii) the Remaining Unfunded Class A-1 Commitment Amount to be
greater than or equal to 100%, as set forth in Section 5.1(h) of
the Indenture dated March 14, 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.  In
this regard, Moody's has received notification from the Trustee
that a majority of the Controlling Class has declared the
principal of and accrued and unpaid interest on all of the Notes
and Commitment Fees on the Class A-1 Notes to be immediately due
and payable.

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 A-1 Notes remains on review for
possible further action.


VYTERIS INC: Donald Farley Appointed as Interim Executive Chairman
------------------------------------------------------------------
Vyteris Inc. appointed Donald Farley, the chairman of the
company's Board of Directors, as interim executive chairman of the
company to serve until a replacement president or chief executive
officer is appointed.

Timothy McIntyre has resigned as president, chief executive
officer and a director of the company, effective as of March 21,
2008.

Mr. McIntyre has released the company from certain claims related
to his employment and resignation.

                        About Vyteris Inc.

Based in Fair Lawn, N.J., Vyteris Inc. (OTC BB: VYHN.OB) --
http://www.vyteris.com/-- fka. Vyteris Holdings (Nevada) Inc.,
has developed and produced the first FDA - approved electronically
controlled transdermal drug delivery system that delivers drugs
through the skin comfortably, without needles.  This platform
technology can be used to administer certain therapeutics either
directly to the skin or into the bloodstream.  In January 2005,
Vyteris Inc. received approval from the United States Food and
Drug Administration for its manufacturing facility and processes
for LidoSite.  Vyteris Inc. holds over 60 U.S. patents relating to
the delivery of drugs across the skin using a mild electric
current and operates in one business segment.

                       Going Concern Doubt

Amper, Politziner & Mattia P.C., in Edison, N. J., expressed
substantial doubt about Vyteris Holdings (Nevada) Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's recurring losses
and dependence upon outside financing to fund operations.


WEST TRADE I: 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
West Trade Funding CDO I Ltd.:

Class Description: $1,350,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due June 2044

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

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due June 2044

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

Class Description: $52,500,000 Class B Third Priority Senior
Secured Floating Rate Notes due June 2044

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

Class Description: $13,500,000 Class C Fourth Priority Senior
Secured Deferrable Floating Rate Notes due June 2044

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

Class Description: $11,300,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes due June 2044

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $6,000,000 Class E Sixth Priority Mezzanine
Deferrable Floating Rate Notes due June 2044

  -- 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.


WEST TRADE II: Nine 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
West Trade Funding CDO II Ltd.:

Class Description: $900,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2051

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

Class Description: $375,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2051

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

Class Description: $50,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2051

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

Class Description: $103,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes due 2051

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

Class Description: $26,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes due 2051

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

Class Description: $11,000,000 Class C Sixth Priority Senior
Secured Floating Rate Notes due 2051

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

Additionally, Moody's downgraded these notes:

Class Description: $13,000,000 Class D Seventh Priority Secured
Deferrable Floating Rate Notes due 2051

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

Class Description: $13,000,000 Class E Eighth Priority Mezzanine
Deferrable Floating Rate Notes due 2051

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

Class Description: $4,500,000 Class F Ninth Priority Mezzanine
Deferrable Floating Rate Notes due 2051

  -- 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.


WEST TRADE III: Weak Credit Quality Cues Moody's Seven Rating Cuts
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by West Trade Funding CDO III
Ltd.:

Class Description: $625,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053

  -- 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: $125,000,000 Class A-3 Third Priority Senior
Floating Rate Notes Due 2053

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

Class Description: $155,000,000 Class A-4 Fourth Priority Senior
Floating Rate Notes Due 2053

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

Class Description: $27,000,000 Class B Fifth Priority Senior
Floating Rate Notes Due 2053

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

Class Description: $10,000,000 Class C Sixth Priority Senior
Floating Rate Notes Due 2053

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

Class Description: $25,000,000 Class D Seventh Priority Senior
Deferrable Floating Rate Notes Due 2053

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

Class Description: $25,000,000 Class E Eighth Priority Mezzanine
Deferrable Floating Rate Notes Due 2053

  -- 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.


WJ LANG: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: WJ Lang Construction, Inc.
        7641 North Business Park Drive
        Tucson, AZ 85743

Bankruptcy Case No.: 08-03236

Type of Business: The Debtor provides construction management
                  services, including commercial construction and
                  remodel, concrete construction, custom
                  residential construction, and comprehensive
                  project planning and advising services.  See
                  http://www.wjlangconstruction.com/

Chapter 11 Petition Date: March 27, 2008

Court: District of Arizona (Tucson)

Debtor's Counsel: Steven M. Cox, Esq.
                     (smcox@wechv.com)
                  Waterfall, Economidis, Caldwell, Hanshaw &
                  Villamana, PC
                  Williams Center Eighth Floor
                  5210 East Williams Circle
                  Tucson, AZ 85711
                  Tel: (520) 790-5828
                  Fax: (520) 745-1279
                  http://www.wechv.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor did not file a list of its largest unsecured creditors.


WOLVERINE TUBE: Closes $48.3 Million of Capital Commitments
-----------------------------------------------------------
Wolverine Tube Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission Wednesday that on March 20,
2008, the company entered into a Series B Preferred Stock Purchase
Agreement with The Alpine Group Inc., which provides for the
issuance and sale to Alpine of 10,000 shares of Series B
Convertible Preferred Stock at a price of $1,000 per share, for a
total purchase price of $10,000,000.  The Series B preferred
shares are convertible into common stock at $1.10 per share.

The Series B Preferred Stock has substantially the same terms and
conditions as the company's outstanding Series A Convertible
Preferred Stock, except for the initial annual dividend rate.  The
rights and seniority of the Series B Preferred Stock (including
dividend payment, redemption and liquidation rights and voting
rights) are ratable and pari passu with those of the Series A
Preferred Stock.

Dividends on the Series B Preferred Stock are cumulative and are
payable quarterly at the rate of 8.50% per annum.  The company is
entitled to defer dividends in certain circumstances.  

The Series B Preferred Stock is mandatorily redeemable at par plus
any accrued and unpaid dividends on Jan. 31, 2017, and upon the
occurrence of certain change of control transactions that are not
approved by at least five of the members of the company's board of
directors.  The company may redeem all, but not less than all, of
the Series B Preferred Stock at its option, at par plus any
accrued and unpaid dividends, at any time on or after Jan. 31,
2014, subject to the satisfaction of certain conditions.

Upon the occurrence of certain liquidation events, holders of
Series B Preferred Stock will be entitled to receive a cash
liquidation preference equal to the greater of the aggregate
stated value ($1,000 per share) of such holder's Series B
Preferred Stock plus accrued and unpaid dividends, or the amount
that would be payable to such holder (including accrued but unpaid
dividends) had all shares of Series B Preferred Stock been
converted to common stock immediately prior to such event.  

The holders of Series B Preferred Stock, along with the holders of
the Series A Preferred Stock, will be entitled to vote with the
holders of the company's common stock on all matters on which
holders of common stock are entitled to vote, including, without
limitation, the election of directors.  

The Series A Preferred Stock is held by Alpine, Plainfield Special
Situations Master Fund Limited, and Alkest LLC.

The company also entered into a Series B Registration Rights
Agreement, dated March 20, 2008, with Alpine, substantially
similar to the existing Registration Rights Agreement regarding
the Series A Preferred Stock.  

Pursuant to the Series B Registration Rights Agreement, the
company agreed to file a shelf registration statement registering
the resale of the Series B Preferred Stock and the shares of
common stock into which the Series B Preferred Stock is
convertible and to grant one "demand" registration right and
unlimited "piggyback" registration rights to the holders of the
Series B Preferred Stock and any common stock into which the
Series B Preferred Stock is convertible.

The company paid a fee of $300,000 to Alpine as a commitment fee
in connection with the Series B Preferred Stock transaction and
reimbursed Alpine for its legal costs.

              Note Exchange and Debenture Agreement

On March 20, 2008, the company entered into a Note Exchange and
Debenture Agreement with Plainfield Special Situations Master Fund
Limited.  Pursuant to the Exchange Agreement, Plainfield
refinanced $38,300,000 of the company's 7.375% Senior Notes due
Aug. 1, 2008, held by it by exchanging such notes for a new note
in the amount of $38,300,000 with a maturity of March 28, 2009,
and an interest rate of 10.5% per annum.  

The terms of the New Note and the Exchange Agreement are otherwise
substantially similar to those of the company's 7.375% Senior
Notes, including a guarantee by the same subsidiaries of the
company that are guarantors of the 7.375% Senior Notes.  The New
Note is a senior unsecured obligation of the company, equal in
priority in right of payment with any of the company's existing
and future senior unsecured indebtedness.

The company will pay interest on the New Note semi-annually on
April 1 and October 1.  

The New Note may be pre-paid in whole or in part at any time at a
prepayment price equal to the greater of 100% of the principal
amount of the New Note to be prepaid or the sum of the present
value of the remaining scheduled payments of principal and
interest thereon from the prepayment date to the maturity date,
discounted to the prepayment date on a semi-annual basis at the
Treasury Rate plus 25 basis points, plus accrued interest thereon
to the date of prepayment.

The New Note is subject to the terms of the Exchange Agreement,
which contains certain covenants substantially similar to the
covenants contained in the indenture governing the company's
7.375% Senior Notes, including covenants that limit ability of the
company and the guarantors to incur indebtedness for borrowed
money secured by certain liens, to engage in sale/leaseback
transactions, and to consolidate, merge with or dispose of
substantially all of its assets.  

If an event of default occurs, the holders of not less than 25% in
the aggregate principal amount of the New Note outstanding may by
written notice to the company declare all principal of and accrued
interest on the New Note immediately due and payable.

The company paid a commitment fee to Plainfield of $1,149,000 in
connection with the Exchange Agreement transaction and reimbursed
Plainfield for its legal costs.

Alpine is party to the Management Agreement with the company, in
which it has agreed to provide certain strategic, consulting and
administrative services for the benefit of the company for two
years for a management fee of $1,250,000 per year.

A full-text copy of the Series B Preferred Stock Purchase
Agreement, dated as of March 20, 2008, between the company and
Alpine is available for free at:

               http://researcharchives.com/t/s?29ac   

A full-text copy of the Note Exchange and Debenture Agreement,
dated as of March 20, 2008, between the company and Plainfield is
available for free at:

               http://researcharchives.com/t/s?29ad

                    About Wolverine Tube Inc.

Headquartered in Huntsville, Alabama, Wolverine Tube Inc.
(OTC: WLVT) -- http://www.wlv.com/and http://www.silvaloy.com/     
-- manufactures and distributes copper and copper alloy tubular
products, fabricated and metal joining products, well as rod and
bar products.  The company focuses on developing and manufacturing
tubular products with heat transfer capabilities used in
engineered applications.  The company's major customers'
headquarters are in North America and include commercial and
residential air conditioning and refrigeration equipment
manufacturers, appliance manufacturers, industrial equipment
manufacturers, utilities and other power generating companies,
refining and chemical processing companies, and plumbing
wholesalers.  Wolverine classifies products as commercial
products, wholesale products, and rod, bar and other products.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Moody's Investors Service confirmed Wolverine Tube's Caa2
corporate family rating, Caa2 probability of default rating, and
Caa3 senior unsecured rating (LGD4, 63%).  The rating outlook was
revised to negative from ratings under review.


ZAIS INVESTMENT: Moody's Downgrades Ratings on Nine Note Classes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ZAIS Investment Grade Limited IX:

Class Description: $6,090,000 Class X Security Due 2012

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

Class Description: Class A-1A Senior Secured Floating Rate Notes
Due 2052

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

Class Description: Class A-1B Senior Secured Floating Rate Notes
Due 2052

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

Class Description: Class A-1C Senior Secured Floating Rate Notes
Due 2052

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

Class Description: $54,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $58,000,000 Class B Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $33,500,000 Class C Senior Secured Deferrable
Interest Floating Rate Notes Due 2057

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

Class Description: $20,500,000 Class D Senior Secured Deferrable
Interest Floating Rate Notes Due 2057

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

Class Description: $1,000,000 Class Y Combination Notes Due 2057

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

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


* Fitch Reports New Corporate CDO Methodology Anticipated April 30
------------------------------------------------------------------
In November 2007, Fitch Ratings announced a fundamental review to
its corporate CDO rating methodology, and ceased issuing ratings
on all major types of corporate CDOs until completion of this
review.

In February 2008, Fitch issued a consultation paper seeking market
feedback on proposed changes to its rating methodology for
corporate CDOs.  The proposal has two broad aims.  

First, the proposal seeks to identify and assess portfolio and
transaction features historically associated with CDO
underperformance.  Broadly speaking, these risks relate to
industry and asset concentrations, adversely selected assets, and
reduced prospects for average recovery upon default of corporate
assets.  Secondly, the proposal seeks to better align CDO ratings
performance going forward with other asset classes.

As Fitch had hoped, market participation during the consultation
period has been considerable and productive, focusing on several
constructive analytical areas.  Fitch currently is undertaking
additional analytical work related to the feedback received.  As a
result, Fitch now expects to issue final updated corporate CDO
rating criteria no later than April 30, 2008 (rather than
March 31, 2008 as previously announced).  At that point, Fitch
expects to publish its updated, final ratings methodology, discuss
implementation plans, and lift the self-imposed embargo and begin
assigning new corporate CDO ratings upon request.

Fitch received substantial feedback on the implications of its
proposed methodology for existing CDO ratings.  Analytical review
of market feedback is continuing.  Some of the modifications under
consideration are expected to result in more moderate downgrades
than detailed in the initial exposure draft.  However it is too
early to express definitively the magnitude of relief the points
under consideration will yield.  In addition, a detailed update on
Fitch's intentions with respect to assessing existing ratings will
be published concurrent with the final criteria.

                   Transparency and Feedback

Fitch recognizes the importance of transparency in the ratings
process and restoring trust and credibility in a fragile market,
and has committed significant time and resources to the
consultation process.  In return, Fitch appreciates the efforts
and contributions of so many market participants in providing
feedback.

Fitch conducted over 150 one-on-one meetings around the globe, as
well as conducted conference calls, website broadcasts, a
dedicated feedback e-mailbox, and regional conferences to collect
market opinion on Fitch's proposal.  The revised timeframe to the
end of April will enable Fitch to analyse and incorporate market
feedback, as well as provide better clarity on both the revised
methodology, as well as its application to existing ratings.  The
one-on-one meetings in particular provided valuable, constructive
input into the proposed criteria changes.  Broadly speaking,
feedback fell into two broad categories: analytical-based and
implementation-based:

                      Analytical Approach

Throughout the consultation period, Fitch consistently received
feedback in support of the aims of the new approach.  That is,
there was general support for an approach which uses unadjusted
empirical inputs wherever possible, captures the systemic risk
posed by industry concentrations, the idiosyncratic risk posed by
obligor concentrations, and the risk of early CDO downgrade due to
unexpected early migration in the underlying corporate portfolio.

There was also broad support for the reduction in assumed recovery
rates, reflecting the market's forward view of corporate credit
risk.  There were, however, specific points raised that Fitch
believes warrant further analytical consideration.

        Base Calibration and Risk of Industry Concentrations

To calibrate CDO ratings against historical default cycles,
hypothetical CDO portfolios were created that could be expected to
exhibit performance characteristics consistent with broad-based,
publicly available default statistics.  Concerns, however, have
been raised as to whether the baseline default data includes some
level of industry concentration that was inconsistent with a well-
diversified CDO portfolio.

Fitch is re-examining default data to determine the level of any
industry concentrations implicit in the historical figures, and
whether this results in an unnecessarily high default threshold
for diverse portfolios.  On a related point, there has been varied
feedback on the proposed correlation framework, and the way in
which industry risk is captured.  The final methodology proposal
is expected to include an updated calibration, as well as an
updated correlation framework to better capture the systemic risk
posed by industry concentrations, particularly in high-yield
portfolios.

                 Risk of Obligor Concentrations

The notion of capturing the idiosyncratic risks posed by
individual obligor exposures, particularly for investment-grade
portfolios, was widely supported.  However, the specific proposal
was challenged as being overly punitive to high-yield portfolios,
where portfolios are often smaller, and where the greater
proportion of the risk is being captured in the base inputs.

The final methodology will ensure that CDO liabilities can still
withstand a minimum number of obligor defaults, an intuitive
result.  The proposal for capturing this risk, however, will be
modified to balance the idiosyncratic risk measurement with the
systemic risk measurement inherent in the base proposal, better
distinguishing as needed between high yield and investment-grade
portfolios.

      Risk of early CDO downgrade (termed 'adverse selection')

Market participants are generally in agreement that multiple-notch
downgrades of highly-rated CDO notes early in the life of the
transaction is undesirable.  However, the proposed use of Fitch
CDS Implied Ratings as a way to 'filter' portfolio credits with
more immediate downside risk was met with some level of dissent.   
Fitch believes that CDS Implied Ratings can be a valuable tool for
protecting CDO investors, particularly in the case of static
synthetic CDOs.

That said, other mechanisms may be equally effective and less
problematic for managed transactions and Fitch, therefore, is
considering other ways to identify and measure the risk of
adversely selected names.  Fitch is seeking to balance the
identification and mitigation of the risk posed by 'excessive
arbitrage', with the ability of a manager to usefully apply their
expertise to add value to CDO note holders.

                 CDOs with Short Remaining Life

Fitch has recognised that the current methodology proposal results
in loss coverage well above targeted levels for portfolios with
short remaining term to maturity.  It has also been recognised
that with a short term remaining, exposure to individual asset
default events may identify CDO risk more effectively than
statistical analysis.

Consequently, Fitch will propose to supplement the model output
with an event-risk matrix calling for loss coverage equating to a
minimum number of obligors, depending on portfolio size and credit
quality.  The application of this supplemental criteria is
expected to reduce, and in some cases, avoid negative impact on
investment-grade corporate CDOs with remaining terms of less than
three years.

                          Implementation

Fitch's overarching goal is for ratings that are timely, accurate,
and prospective, while providing consistency across the many
sectors and products to which its ratings are applied.  While
these goals were generally supported in the feedback received,
concerns were raised about the potential impact of the proposed
methodology on existing transactions, including the potential for
crystallisation of mark-to-market losses.

Specifically, many market participants opposed any significant
rating downgrades caused solely by model and methodological
changes, at a time when underlying corporate performance,
particularly investment grade corporates, has largely been sound.   
Additionally, some market participants felt it would be difficult
effecting portfolio changes to align with model and methodological
revisions given current market conditions in the proposed 90 day
implementation timeline.

                            Next Steps

Between now and the proposed April 30, 2008 release date, Fitch
plans to thoughtfully consider a number of these specific
analytical points, develop and test consequent model changes where
appropriate, and prepare a detailed implementation plan.  All of
this will be detailed in the final criteria report to be published
at that time.


* Moody's Downgrades Ratings on 47 Tranches From Various Issuers
----------------------------------------------------------------
Moody's Investors Service downgraded 47 tranches and confirmed 5
tranches from 9 deals sold by various issuers in 2004 and 2005.   
The transactions are backed by primarily first-lien, subprime
fixed and adjustable rate mortgage loans that are originated by
Fremont.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization, and excess
spread relative to expected losses.  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: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
HE1

  -- Cl. M-1, confirmed at Aa1

  -- Cl. M-2, confirmed at Aa2

  -- Cl. M-3, confirmed at Aa3

  -- Cl. M-4, downgraded from A1 to A3

  -- Cl. M-5, downgraded from A2 to Baa2

  -- Cl. M-6, downgraded from A3 to Baa3

  -- Cl. M-7, downgraded from Baa1 to Ba2

  -- Cl. M-8, downgraded from Baa2 to B1

  -- Cl. M-9, downgraded from Baa3 to Caa1

  -- Cl. B-1, downgraded from Ba2 to Caa3

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
HE2

  -- Cl. M-5, confirmed at A2

  -- Cl. M-6, confirmed at A3

  -- Cl. M-7, downgraded from Baa1 to Baa3

  -- Cl. M-8, downgraded from Baa2 to Ba3

  -- Cl. M-9, downgraded from Baa3 to B3

  -- Cl. M-10, downgraded from B1 to Caa3

  -- Cl. B-1, downgraded from Caa1 to Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-FR3

  -- Cl. M-5, downgraded from Baa2 to Ba1

  -- Cl. M-6, downgraded from Baa3 to Ba3

Issuer: Fremont Home Loan Trust 2004-3

  -- Cl. M1, downgraded from Aa1 to Aa3

  -- Cl. M2, downgraded from Aa2 to A2

  -- Cl. M3, downgraded from Aa3 to Baa1

Issuer: Fremont Home Loan Trust 2005-1

  -- Cl. M-4, downgraded from A1 to A3

  -- Cl. M-5, downgraded from A2 to Baa2

  -- Cl. M-6, downgraded from A3 to Baa3

  -- Cl. M-7, downgraded from Baa1 to Ba1

  -- Cl. M-8, downgraded from Baa2 to B3

  -- Cl. M-9, downgraded from Baa3 to Caa2

  -- Cl. B-1, downgraded from Ba3 to Caa3

  -- Cl. B-2, downgraded from B3 to Ca

Issuer: Fremont Home Loan Trust 2005-A

  -- Cl. M4, downgraded from A1 to A3

  -- 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 Caa2

  -- Cl. M10, downgraded from Ba1 to Ca

Issuer: Fremont Home Loan Trust 2005-B

  -- Cl. M6, downgraded from A2 to Baa1

  -- Cl. M7, downgraded from A3 to Baa3

  -- Cl. M8, downgraded from Baa1 to Ba1

  -- Cl. M9, downgraded from Baa2 to Ba3

  -- Cl. M10, downgraded from Baa3 to B3

  -- Cl. M11, downgraded from B2 to Caa3

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-FR1

  -- Cl. M-2, downgraded from A2 to Baa2

  -- Cl. M-3, downgraded from A3 to Ba1

  -- Cl. B-1, downgraded from Baa1 to B1

  -- Cl. B-2, downgraded from Baa2 to Caa2

  -- Cl. B-3, downgraded from Baa3 to Caa3

  -- Cl. B-4, downgraded from Ba1 to Ca

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-FR2

  -- Cl. B-2, downgraded from Baa2 to Ba1

  -- Cl. B-3, downgraded from Baa3 to B1

  -- Cl. B-4, downgraded from Ba1 to Ca


* Moody's Reports Stable to Negative Outlook on SME CLOs
--------------------------------------------------------
The outlook for U.S. collateral loan obligations backed by loans
to small to medium size enterprises (SME CLOs) is stable TO
negative, as it is for CLOs in general, says Moody's Investors
Service in its annual review and outlook report.  The stable to
negative outlook has limited rating implications.

The outlook encompasses Moody's expectations that the default rate
for the U.S. speculative-grade loans that back SME CLOs will
increase in 2008.

"While we expect an increase in the default rate of loan
collateral, we do not expect widespread downgrades of SME CLO
liabilities," says David Burger, a Moody's Vice President and
Senior Analyst who is lead author of the report.  "It is worth
noting that during the weak credit environment of 2001-2002, CLO
ratings were relatively stable."

Moody's ratings on existing CLO tranches performed well throughout
2007.  During the year, the credit performance of the underlying
loan collateral was stable.

Moody's says SME CLO issuance declined in the second half of 2007,
although some transactions did close.

"As we look ahead to 2008, we expect SME CLOs to remain a viable
asset class," says Burger.


* Moody's Comments on Hybrid Analysis For Real Estate Trusts
------------------------------------------------------------
In response to market interest, Moody's Investors Service  
published an analysis of two features that may be added to US real
estate investment trust (REIT) hybrid securities.  Moody's says
incorporating a Replacement Capital Covenant in a REIT hybrid
should increase the proportion of equity credit Moody's awards the
security in leverage calculations, while the inclusion of non-
cumulative features will have a much weaker effect.

An RCC contractually obliges an issuer to redeem a hybrid only
with proceeds from the issuance of a security that has equal or
greater equity characteristics, thus assuring more senior
creditors that their position in the capital structure is not
compromised by the hybrid's redemption.  Moody's says
incorporating this covenant in a REIT hybrid could move the
security to a higher basket on Moody's Debt -- Equity Continuum,
where equity credit is awarded.

No US REIT has yet to issue a hybrid incorporating an RCC, but
these covenants have generally been used as a stronger alternative
to intent-based replacement language in hybrids globally.

Non-cumulative features can have some impact on equity credit
assignment, but the effect is limited because statute requires
REITs to pay out 90% of their taxable income, thus making payment
omissions impractical except during severe financial stress.

Moody's Hybrid Tool Kit is the framework Moody's New Instruments
Committee uses to classify various hybrid securities by placing
them in a basket from Basket A (more debt-like) to Basket E (more
equity-like) on Moody's Debt - Equity Continuum.  In awarding
equity credit to hybrids generally, they are broken down into
their basic characteristics such as maturity, call options,
deferral mechanisms and cumulative versus non-cumulative features
and priority of claim in liquidation, which are then compared to
the attributes of common equity.


* Moody's Says Mutual Insurers' Notes May Get Equity Credit
-----------------------------------------------------------
Moody's Investors Service revised its treatment of surplus notes
issued by US investment-grade mutual insurance operating companies
when calculating leverage.  Moody's will now award them some
equity credit as indicated by the application of Moody's Hybrid
Tool Kit.  Until now, Moody's has treated surplus notes as 100%
debt.

Moody's does not expect this revised treatment to result in rating
changes for any of the mutual insurance companies, given the
relatively modest amounts of surplus notes outstanding and the
minimal--at most 25%--equity credit that will be awarded to them.

Moody's will only be applying the revised treatment when assessing
the financial leverage from the perspective of the operating
company and not from the consolidated holding company.  Only
mutual insurance operating companies with surplus notes currently
outstanding, therefore, may see a decrease in Moody's calculations
of their adjusted financial leverage.

Surplus notes are debt securities issued by regulated insurance
operating companies that are explicitly subordinated to the
insurer's policy claims and any other indebtedness.  Issuance of
surplus notes requires the approval of the insurance commissioner
of the state in which the insurer is domiciled, as does the
control of payments.  This control and subordination form the
basis of their regulatory and accounting treatment as statutory
surplus instead of as debt obligations.

Moody's Hybrid Tool Kit is the framework Moody's New Instruments
Committee uses to classify various hybrid securities by placing
them in a basket from Basket A (more debt-like) to Basket E (more
equity-like) on Moody's Debt - Equity Continuum.  In awarding
equity credit to surplus notes, they are broken down into their
basic characteristics such as maturity, call options, deferral
mechanisms and cumulative versus non-cumulative features and
priority of claim in liquidation, which are then compared to the
attributes of common equity.


* S&P Lowers Ratings on 44 Tranches From Nine Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 44
tranches from nine U.S. cash flow and hybrid collateralized debt
obligation transactions.  The downgraded tranches have a total
issuance amount of $10.80 billion.  The ratings on nine of the
downgraded tranches from two transactions remain on CreditWatch
with negative implications, indicating a significant likelihood of
further downgrades.  In addition, S&P affirmed one rating from one
of the downgraded transactions and removed it from CreditWatch
negative.
     
All of 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.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and 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 2,986 tranches from
685 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, 527 ratings from
136 transactions are currently on CreditWatch negative for the
same reasons.  In all, S&P has downgraded $312.968 billion of CDO
issuance, and its ratings on an additional $41.09 billion in
securities have not yet 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.

                   Rating and CreditWatch Actions

                                           Rating
                                           ------
   Transaction               Class    To            From
   -----------               -----    --            ----
Blue Bell Funding Ltd        B        BBB+          A-/Watch Neg
Citation High Grade ABS
CDO I Ltd.                   A-1      BBB+          AAA/Watch Neg  
Citation High Grade ABS
CDO I Ltd.                   A-2      CCC+          AA+/Watch Neg
Citation High Grade ABS
CDO I Ltd.                   B-1      CCC           A+/Watch Neg  
Citation High Grade ABS
CDO I Ltd.                   B-2      CCC           BBB+/Watch Neg
Citation High Grade ABS
CDO I Ltd.                   C        CCC-          BBB-/Watch Neg
Highridge ABS CDO II Ltd     A-1S     AA+/Watch Neg AAA/Watch Neg  
Highridge ABS CDO II Ltd     A-1J     B+/Watch Neg  AAA/Watch Neg  
Highridge ABS CDO II Ltd     A-2      B/Watch Neg   AA/Watch Neg   
Highridge ABS CDO II Ltd     A-3      B-/Watch Neg  A/Watch Neg    
Highridge ABS CDO II Ltd     B        CCC-/WatchNeg BBB/Watch Neg  
Hudson High Grade Funding
2006-1 Ltd                   A-1      A/Watch Neg   AAA/Watch Neg  
Hudson High Grade Funding
2006-1 Ltd                   A-2      BB/Watch Neg  AAA/Watch Neg  
Hudson High Grade Funding
2006-1 Ltd                   B        CCC+/WatchNeg AA/Watch Neg   
Hudson High Grade Funding
2006-1 Ltd                   C        CC            A/Watch Neg    
Hudson High Grade Funding
2006-1 Ltd                   D        CC            BBB/Watch Neg   
Hudson High Grade Funding
2006-1 Ltd                   S        AA/Watch Neg  AAA/Watch Neg   
Ipswich Street CDO Ltd       A-1      BB-           AAA/Watch Neg
Ipswich Street CDO Ltd       A-2      B-            AAA/Watch Neg  
Ipswich Street CDO Ltd       B        CCC+          AA/Watch Neg  
Ipswich Street CDO Ltd       C        CCC           A/Watch Neg   
Ipswich Street CDO Ltd       D        CCC-          BBB/Watch Neg  
Ipswich Street CDO Ltd       E        CCC-          BB+/Watch Neg
Millerton II High Grade
ABS CDO Ltd                  A-1      AA            AAA/Watch Neg
Millerton II High Grade
ABS CDO Ltd                  A-2      A-            AAA/Watch Neg
Millerton II High Grade
ABS CDO Ltd                  B        BBB-          AA/Watch Neg  
Millerton II High Grade
ABS CDO Ltd                  C        BB            A/Watch Neg  
Millerton II High Grade
ABS CDO Ltd                  D        CCC+          BBB/Watch Neg  
Millstone III CDO Ltd        A-1A     BB+           AAA/Watch Neg
Millstone III CDO Ltd        A-1B     B-            AAA/Watch Neg
Millstone III CDO Ltd        A-2      CCC+          AAA/Watch Neg     
Millstone III CDO Ltd        B        CCC-          AA/Watch Neg    
Millstone III CDO Ltd        C        CC            A/Watch Neg   
Millstone III CDO Ltd        D-1      CC            BBB/Watch Neg
Millstone III CDO Ltd        D-2      CC            BBB/Watch Neg  
Robeco High Grade CDO I Ltd  A-2      CC            B/Watch Neg      
Robeco High Grade CDO I Ltd  A-3      CC            B-/Watch Neg     
Robeco High Grade CDO I Ltd  A-4      CC            CCC+/Watch Neg   
Robeco High Grade CDO I Ltd  B        CC            CCC-/Watch Neg  
Tazlina Funding CDO I Ltd    A-1      BBB+          AAA/Watch Neg   
Tazlina Funding CDO I Ltd    A-2      BB+           AAA/Watch Neg   
Tazlina Funding CDO I Ltd    B        BB            AA/Watch Neg    
Tazlina Funding CDO I Ltd    C        BB-           A/Watch Neg
Tazlina Funding CDO I Ltd    D        CCC+          BB+/Watch Neg    

       Rating Affirmed and Removed From CreditWatch Negative

                                             Rating
                                             ------
Transaction                      Class    To       From
-----------                      -----    --       ----
Robeco High Grade CDO I Ltd      A-1      AAA      AAA/Watch Neg  


* S&P Reports on Falling Rates Impact On Alt-A, Subprime Lenders
----------------------------------------------------------------
Falling rates spurred by recent actions by the Federal Reserve
Bank have had a mixed effect on U.S. Alternative-A and subprime
borrowers, according to a recent report by Standard & Poor's
Ratings Services.
     
The Federal Reserve Bank lowered its target for the federal funds
rate by 125 basis points from Jan. 22-Jan. 30, and by another 75
bps on March 18.  As expected, this reduction in U.S. short-term
interbank lending rates has caused the European interbank lending
rates (the one- and six-month LIBOR rates) to fall to the lowest
levels in more than three years (2.6% and 2.4%, respectively, as
of March 18).
     
Since most hybrid adjustable-rate mortgage loans in the U.S. are
benchmarked to six-month LIBOR, this decrease could have several
implications, the report said, including lower monthly payments
for ARM loans; lower payment shocks for hybrid ARMs that are due
to reset and don't refinance to a new loan with a fixed rate;
increased excess spread for residential mortgage-backed securities
transactions that are backed by fixed-rate collateral (including
hybrid ARMs during the fixed-rate period); and increased refinance
opportunity for borrowers with ARM loans.
      
"These factors may lower the potential default risk for some
hybrid ARM borrowers," said Standard & Poor's credit analyst Brian
Grow, a senior director in the RMBS group.  "However, certain
factors may offset this benefit, in our view, such as tighter
underwriting guidelines and reduced investor appetite for mortgage
loans."


* S&P Downgrades Ratings on 125 Classes From 37 RMBS Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 125
classes from 37 residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006.  At the same time, S&P removed all of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 126 classes from 34 RMBS transactions
backed by U.S. subprime loans and removed them from CreditWatch
negative.  All of the revised ratings were placed on CreditWatch
negative on Jan. 30, 2008.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given its current projected losses.  S&P calculated its
projected deal-specific losses utilizing 2006 subprime default
curves.  Due to current market conditions, S&P is assuming that
it will take approximately 15 months to liquidate loans in
foreclosure and approximately eight months to liquidate loans
categorized as real estate owned.  In addition, S&P is assuming a
loss severity of approximately 45% for U.S. subprime RMBS
transactions issued in 2006.
     
The lowered ratings reflect S&P's assessment of credit support
under two constant prepayment rate scenarios.  The first scenario
utilizes the lower of the lifetime or 12-month CPR, while the
second utilizes a six-month CPR, which is very slow by historical
standards.  S&P assumed a constant default rate for each pool.   
Because the analysis focused on each individual class with varying
maturities, prepayment scenarios may cause an individual class or
the transaction itself to prepay in full before it incurs the
entire loss projection.  Slower prepayment assumptions lengthen
the average life of the mortgage pool, which increases the
likelihood that total projected losses will be realized.  The
longer a class remains outstanding, however, the more excess
spread it generates.
     
Standard & Poor's has updated its projected excess spread to
account for the recent cuts in U.S. interest rates.  In an
upwardly sloping mortgage rate environment, Standard & Poor's
announced that it would be discounting a portion of excess spread
to account for potential interest rate modifications.  An interest
rate modification may extend the initial fixed-rate period of a
mortgage loan to five years from two and three years.  The
reduction in interest rates has effectively extended the initial
interest rates beyond the interest rate reset period.  As a result
of the reduction in excess spread, many loan modifications may no
longer be needed.  Standard & Poor's has updated its assumptions
on excess spread to reflect the current environment.
     
In assessing the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For pools
that are continuing to show increasing delinquencies, S&P
increased its cash flow stresses to account for potential
increases in monthly losses.  In order to maintain a rating higher
than 'B', a class had to absorb losses in excess of the base case
assumption S&P assumed in its analysis.  For example, a class may
have to withstand 115% of S&P's base case loss assumption in order
to maintain a 'BB' rating, while a different class may have to
withstand 125% of S&P's base case loss assumption to maintain a
'BBB' rating.  Each class that has an affirmed 'AAA' rating can
withstand approximately 150% of S&P's base case loss assumptions
under its analysis, subject to individual caps assumed on specific
transactions.  S&P determined the caps by limiting the amount of
remaining defaults to 90% of the current pool balances.
     
A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.
     
To date, including the classes listed below and actions on both
publicly and confidentially rated classes, S&P has resolved the
CreditWatch placements of the ratings on 887 classes from 178 U.S.
RMBS subprime transactions from the 2006 and 2007 vintages.   
Currently, S&P's ratings on 1,717 classes from 337 U.S. RMBS
subprime transactions from the 2006 and 2007 vintages are on
CreditWatch negative.
     
Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

        Ratings Lowered and Removed From CreditWatch Negative

                Aegis Asset Backed Securities Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1              A3           AA             AAA/Watch Neg
   2006-1              M1           BBB            AA+/Watch Neg
   2006-1              M2           BB             AA/Watch Neg
   2006-1              M3           B              AA-/Watch Neg

           Bear Stearns Asset Backed Securities I Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE9            M-2          BB             AA/Watch Neg
   2006-HE9            M-3          B              AA-/Watch Neg

                     BNC Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1              A1           A              AAA/Watch Neg
   2006-1              A4           A              AAA/Watch Neg
   2006-1              M1           BB             AA+/Watch Neg
   2006-1              M2           B              AA/Watch Neg
   2006-1              M3           CCC            AA-/Watch Neg

                 Carrington Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FRE2           M-1          BBB+           AA+/Watch Neg
   2006-FRE2           M-2          BB             AA/Watch Neg
   2006-FRE2           M-3          B              AA/Watch Neg
   2006-FRE2           M-4          CCC            AA-/Watch Neg

                         C-BASS Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-7              M-2          A+             AA/Watch Neg
   2006-7              M-3          BBB+           AA-/Watch Neg
  
                 Citigroup Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-AMC1           M-2          BBB            AA/Watch Neg
   2006-AMC1           M-3          BB             AA-/Watch Neg

              CWABS Asset Backed Certificates Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-16             M-3          A              AA-/Watch Neg
   2006-21             M-2          A              AA/Watch Neg
   2006-21             M-3          BBB            AA/Watch Neg
   2006-21             M-4          BB             AA-/Watch Neg
   2006-22             M-3          A              AA/Watch Neg
   2006-22             M-4          A-             AA-/Watch Neg

              CWABS Asset-Backed Certificates Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-ABC1           M-3          A              AA+/Watch Neg
   2006-ABC1           M-4          BBB            AA/Watch Neg
   2006-BC5            M-1          AA             AA+/Watch Neg
   2006-BC5            M-2          BBB            AA/Watch Neg
   2006-BC5            M-3          BB             AA/Watch Neg

              Fieldstone Mortgage Investment Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              M2           A              AA/Watch Neg
   2006-2              M3           BBB            AA-/Watch Neg

               First Franklin Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FF16           I-A1         BB             AAA/Watch Neg
   2006-FF16           II-A3        BBB            AAA/Watch Neg
   2006-FF16           II-A4        BB             AAA/Watch Neg
   2006-FF16           M-1          B              AA+/Watch Neg
   2006-FF16           M-2          CCC            AA/Watch Neg
   2006-FF16           M-3          CCC            AA/Watch Neg
   2006-FF16           M-4          CCC            AA-/Watch Neg
   2006-FF18           A-1          BBB            AAA/Watch Neg
   2006-FF18           A-2C         A              AAA/Watch Neg
   2006-FF18           A-2D         BBB            AAA/Watch Neg
   2006-FF18           M-1          BB             AA+/Watch Neg
   2006-FF18           M-2          B              AA/Watch Neg
   2006-FF18           M-3          CCC            AA/Watch Neg
   2006-FF9            M-1          AA             AA+/Watch Neg
   2006-FF9            M-2          A+             AA+/Watch Neg
   2006-FF9            M-3          BB             AA/Watch Neg
   2006-FF9            M-4          B              AA/Watch Neg
   2006-FF9            M-5          CCC            AA-/Watch Neg

                     Fremont Home Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-E              M1           A-             AA+/Watch Neg
   2006-E              M2           BB             AA/Watch Neg
   2006-E              M3           B              AA-/Watch Neg

                     Home Equity Asset Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-6              M-1          A+             AA+/Watch Neg
   2006-6              M-2          BB             AA+/Watch Neg
   2006-6              M-3          B              AA/Watch Neg
   2006-6              M-4          B              AA/Watch Neg
   2006-6              M-5          CCC            AA-/Watch Neg
   2006-8              1-A-1        A              AAA/Watch Neg
   2006-8              2-A-4        A              AAA/Watch Neg
   2006-8              M-1          BB             AA+/Watch Neg
   2006-8              M-2          B              AA/Watch Neg
   2006-8              M-3          CCC            AA/Watch Neg
   2006-8              M-4          CCC            AA-/Watch Neg

                JPMorgan Mortgage Acquisition Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE2            M-1          BBB            AA+/Watch Neg
   2006-HE2            M-2          B+             AA/Watch Neg
   2006-HE2            M-3          B              AA-/Watch Neg
   2006-NC2            M-2          BBB            AA/Watch Neg
   2006-NC2            M-3          BB             AA-/Watch Neg

                  Long Beach Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-10             I-A          BB             AAA/Watch Neg
   2006-10             II-A3        BBB            AAA/Watch Neg
   2006-10             II-A4        BB             AAA/Watch Neg
   2006-10             M-1          B              AA+/Watch Neg
   2006-10             M-2          CCC            AA/Watch Neg
   2006-10             M-3          CCC            AA/Watch Neg

               MASTR Asset Backed Securities Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-AM2            M-2          A+             AA+/Watch Neg
   2006-AM2            M-3          BBB            AA+/Watch Neg
   2006-AM2            M-4          B              AA+/Watch Neg
   2006-AM2            M-5          CCC            AA/Watch Neg
   2006-AM2            M-6          CCC            AA/Watch Neg

             Merrill Lynch Mortgage Investors Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE4            M-1          A+             AA+/Watch Neg
   2006-HE4            M-2          B              AA/Watch Neg
   2006-HE4            M-3          B              AA-/Watch Neg
   2006-MLN1           M-1          BBB            AA+/Watch Neg
   2006-MLN1           M-2          BB             AA+/Watch Neg
   2006-MLN1           M-3          B              AA/Watch Neg
   2006-MLN1           M-4          CCC            AA-/Watch Neg
   2006-OPT1           M-1          BBB            AA+/Watch Neg
   2006-OPT1           M-2          B              AA/Watch Neg
   2006-OPT1           M-3          CCC            AA-/Watch Neg

            Morgan Stanley ABS Capital I Inc. Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE8            M-1          A              AA+/Watch Neg
   2006-HE8            M-2          BB             AA/Watch Neg
   2006-HE8            M-3          B              AA-/Watch Neg

         Morgan Stanley IXIS Real Estate Capital Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              M-1          A              AA+/Watch Neg
   2006-2              M-2          BBB            AA/Watch Neg
   2006-2              M-3          BB             AA-/Watch Neg

                    Ownit Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-6.             M-1          AA             AA+/Watch Neg
   2006-6              M-2          A              AA+/Watch Neg
   2006-6              M-3          BBB            AA+/Watch Neg
   2006-6              M-4          BB             AA/Watch Neg
   2006-6              M-5          B              AA-/Watch Neg
   2006-7              M-2          A              AA+/Watch Neg
   2006-7              M-3          BBB            AA+/Watch Neg
   2006-7              M-4          BB             AA/Watch Neg
   2006-7              M-5          B              AA-/Watch Neg

                           RASC Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-EMX6           M-1          A+             AA+/Watch Neg
   2006-EMX6           M-2          BB             AA/Watch Neg
   2006-EMX6           M-3          B              AA/Watch Neg
   2006-EMX7           M-1          AA             AA+/Watch Neg
   2006-EMX7           M-2          B              AA/Watch Neg
   2006-EMX7           M-3          CCC            AA-/Watch Neg
   2006-EMX9           M-1          A+             AA+/Watch Neg
   2006-EMX9           M-2          BB             AA/Watch Neg
   2006-EMX9           M-3          B              AA-/Watch Neg

           Securitized Asset Backed Receivables LLC Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FR3            M-1          B              AA/Watch Neg
   2006-FR2            A-3          AA             AAA/Watch Neg
   2006-FR2            M-1          B              AA/Watch Neg

                    SG Mortgage Securities Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FRE2           A-1          B              AA/Watch Neg
   2006-FRE2           A-2C         B              AA/Watch Neg
   2006-FRE2           A-2D         B              AA/Watch Neg

                    Soundview Home Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-EQ2            M-1          A              AA+/Watch Neg
   2006-EQ2            M-2          BB             AA/Watch Neg
   2006-EQ2            M-3          B              AA-/Watch Neg

       Structured Asset Securities Corp. Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-EQ1            M2           BBB            AA/Watch Neg
   2006-EQ1            M3           BB             AA-/Watch Neg

       Ratings Affirmed and Removed From CreditWatch Negative

                 Aegis Asset Backed Securities Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1              A1           AAA            AAA/Watch Neg
   2006-1              A2           AAA            AAA/Watch Neg

             Bear Stearns Asset Backed Securities I Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE9            1-A-2        AAA            AAA/Watch Neg
   2006-HE9            1-A-3        AAA            AAA/Watch Neg
   2006-HE9            I-A-1        AAA            AAA/Watch Neg
   2006-HE9            II-A         AAA            AAA/Watch Neg
   2006-HE9            III-A        AAA            AAA/Watch Neg
   2006-HE9            M-1          AA+            AA+/Watch Neg

                      BNC Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1              A2           AAA            AAA/Watch Neg
   2006-1              A3           AAA            AAA/Watch Neg

                  Carrington Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FRE2           A-1          AAA            AAA/Watch Neg
   2006-FRE2           A-2          AAA            AAA/Watch Neg
   2006-FRE2           A-3          AAA            AAA/Watch Neg
   2006-FRE2           A-4          AAA            AAA/Watch Neg
   2006-FRE2           A-5          AAA            AAA/Watch Neg

                  Citigroup Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-AMC1           M-1          AA+            AA+/Watch Neg  

                CWABS Asset Backed Certificates Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-16             M-2          AA             AA/Watch Neg
   2006-21             M-1          AA+            AA+/Watch Neg
   2006-22             M-1          AA+            AA+/Watch Neg
   2006-22             M-2          AA             AA/Watch Neg

                CWABS Asset-Backed Certificates Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-19             M-2          AA             AA/Watch Neg
   2006-19             M-3          AA-            AA-/Watch Neg
   2006-BC4            M-3          AA-            AA-/Watch Neg
   2006-BC5            1-A          AAA            AAA/Watch Neg
   2006-BC5            2-A-1        AAA            AAA/Watch Neg
   2006-BC5            2-A-2        AAA            AAA/Watch Neg
   2006-BC5            2-A-3        AAA            AAA/Watch Neg
   2006-BC5            2-A-4        AAA            AAA/Watch Neg

                 Fieldstone Mortgage Investment Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              1-A          AAA            AAA/Watch Neg
   2006-2              2-A1         AAA            AAA/Watch Neg
   2006-2              2-A2         AAA            AAA/Watch Neg
   2006-2              2-A3         AAA            AAA/Watch Neg
   2006-2              M1           AA+            AA+/Watch Neg

                 First Franklin Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FF16           II-A-1       AAA            AAA/Watch Neg
   2006-FF16           II-A-2       AAA            AAA/Watch Neg
   2006-FF18           A-2A         AAA            AAA/Watch Neg
   2006-FF18           A-2B         AAA            AAA/Watch Neg
   2006-FF9            I-A          AAA            AAA/Watch Neg
   2006-FF9            II-A-1       AAA            AAA/Watch Neg
   2006-FF9            II-A-2       AAA            AAA/Watch Neg
   2006-FF9            II-A-3       AAA            AAA/Watch Neg
   2006-FF9            II-A-4       AAA            AAA/Watch Neg

                      Fremont Home Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-E              1-A1         AAA            AAA/Watch Neg
   2006-E              2-A1         AAA            AAA/Watch Neg
   2006-E              2-A2         AAA            AAA/Watch Neg
   2006-E              2-A3         AAA            AAA/Watch Neg
   2006-E              2-A4         AAA            AAA/Watch Neg

                     Home Equity Asset Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-6              1-A-1        AAA            AAA/Watch Neg
   2006-6              2-A-1        AAA            AAA/Watch Neg
   2006-6              2-A-2        AAA            AAA/Watch Neg
   2006-6              2-A-3        AAA            AAA/Watch Neg
   2006-6              2-A-4        AAA            AAA/Watch Neg
   2006-6              P            AAA            AAA/Watch Neg
   2006-8              2-A-1        AAA            AAA/Watch Neg
   2006-8              2-A-2        AAA            AAA/Watch Neg
   2006-8              2-A-3        AAA            AAA/Watch Neg
   2006-8              P            AAA            AAA/Watch Neg

               JPMorgan Mortgage Acquisition Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE2            A-1          AAA            AAA/Watch Neg
   2006-HE2            A-2          AAA            AAA/Watch Neg
   2006-HE2            A-3          AAA            AAA/Watch Neg
   2006-HE2            A-4          AAA            AAA/Watch Neg
   2006-HE2            A-5          AAA            AAA/Watch Neg
   2006-NC2            A-1A         AAA            AAA/Watch Neg
   2006-NC2            A-1B         AAA            AAA/Watch Neg
   2006-NC2            A-2          AAA            AAA/Watch Neg
   2006-NC2            A-3          AAA            AAA/Watch Neg
   2006-NC2            A-4          AAA            AAA/Watch Neg
   2006-NC2            A-5          AAA            AAA/Watch Neg
   2006-NC2            M-1          AA+            AA+/Watch Neg

                   Long Beach Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-10             II-A1        AAA            AAA/Watch Neg
   2006-10             II-A2        AAA            AAA/Watch Neg

              Merrill Lynch Mortgage Investors Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE4            A-1          AAA            AAA/Watch Neg
   2006-HE4            A-2A         AAA            AAA/Watch Neg
   2006-HE4            A-2B         AAA            AAA/Watch Neg
   2006-HE4            A-2C         AAA            AAA/Watch Neg
   2006-HE4            A-2D         AAA            AAA/Watch Neg
   2006-MLN1           A-1          AAA            AAA/Watch Neg
   2006-MLN1           A-2A         AAA            AAA/Watch Neg
   2006-MLN1           A-2B         AAA            AAA/Watch Neg
   2006-MLN1           A-2C         AAA            AAA/Watch Neg
   2006-MLN1           A-2D         AAA            AAA/Watch Neg
   2006-OPT1           A-1          AAA            AAA/Watch Neg
   2006-OPT1           A-2A         AAA            AAA/Watch Neg
   2006-OPT1           A-2B         AAA            AAA/Watch Neg
   2006-OPT1           A-2C         AAA            AAA/Watch Neg
   2006-OPT1           A-2D         AAA            AAA/Watch Neg

              Morgan Stanley ABS Capital I Inc. Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE8            A-1          AAA            AAA/Watch Neg
   2006-HE8            A-2a         AAA            AAA/Watch Neg
   2006-HE8            A-2b         AAA            AAA/Watch Neg
   2006-HE8            A-2c         AAA            AAA/Watch Neg
   2006-HE8            A-2d         AAA            AAA/Watch Neg
   2006-HE8            A-2fpt       AAA            AAA/Watch Neg

           Morgan Stanley IXIS Real Estate Capital Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              A-1          AAA            AAA/Watch Neg
   2006-2              A-2          AAA            AAA/Watch Neg
   2006-2              A-3          AAA            AAA/Watch Neg
   2006-2              A-4          AAA            AAA/Watch Neg
   2006-2              A-fpt        AAA            AAA/Watch Neg

                    Ownit Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-6              A-1A         AAA            AAA/Watch Neg
   2006-6              A-2A         AAA            AAA/Watch Neg
   2006-6              A-2B         AAA            AAA/Watch Neg
   2006-6              A-2C         AAA            AAA/Watch Neg
   2006-6              A-2D         AAA            AAA/Watch Neg

                           RASC Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-EMX6           A-1          AAA            AAA/Watch Neg
   2006-EMX6           A-2          AAA            AAA/Watch Neg
   2006-EMX6           A-3          AAA            AAA/Watch Neg
   2006-EMX6           A-4          AAA            AAA/Watch Neg
   2006-EMX7           A-1          AAA            AAA/Watch Neg
   2006-EMX7           A-2          AAA            AAA/Watch Neg
   2006-EMX7           A-3          AAA            AAA/Watch Neg
   2006-EMX7           A-4          AAA            AAA/Watch Neg
   2006-EMX9           A-I-1        AAA            AAA/Watch Neg
   2006-EMX9           A-I-2        AAA            AAA/Watch Neg
   2006-EMX9           A-I-3        AAA            AAA/Watch Neg
   2006-EMX9           A-I-4        AAA            AAA/Watch Neg
   2006-EMX9           A-II         AAA            AAA/Watch Neg

             Securitized Asset Backed Receivables LLC Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FR3            A-1          AAA            AAA/Watch Neg
   2006-FR3            A-2          AAA            AAA/Watch Neg
   2006-FR3            A-3          AAA            AAA/Watch Neg
   2006-FR2            A-1          AAA            AAA/Watch Neg
   2006-FR2            A-2          AAA            AAA/Watch Neg

                     SG Mortgage Securities Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FRE2           A-2A         AA             AA/Watch Neg
   2006-FRE2           A-2B         AA             AA/Watch Neg

                       Soundview Home Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-EQ2            A-1          AAA            AAA/Watch Neg
   2006-EQ2            A-2          AAA            AAA/Watch Neg
   2006-EQ2            A-3          AAA            AAA/Watch Neg
   2006-EQ2            A-4          AAA            AAA/Watch Neg


* S&P Downgrades Ratings on 43 Classes From 11 RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 43
classes from 11 residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006.  At the same time, S&P removed all of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 38 classes from 13 RMBS transactions
backed by U.S. subprime loans and removed them from CreditWatch
negative.  All of the ratings had been placed on CreditWatch
negative on Jan. 30, 2008.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  S&P calculated its
projected deal-specific losses utilizing  2006 subprime default
curves.  Due to current market conditions, S&P is assuming that it
will take approximately 15 months to liquidate loans in
foreclosure and approximately eight months to liquidate loans
categorized as real estate owned.  In addition, S&P is assuming a
loss severity of approximately 45% for U.S. subprime RMBS
transactions issued in 2006.
     
The lowered ratings reflect S&P's assessment of credit support
under two constant prepayment rate scenarios.  The first scenario
utilizes the lower of the lifetime or 12-month CPR, while the
second utilizes a six-month CPR, which is very slow by historical
standards.  S&P assumed a constant default rate for each pool.  
Because the analysis focused on each individual class with varying
maturities, prepayment scenarios may cause an individual class or
the transaction itself to prepay in full before it incurs the
entire loss projection.  Slower prepayment assumptions lengthen
the average life of the mortgage pool, which increases the
likelihood that total projected losses will be realized.  The
longer a class remains outstanding, however, the more excess
spread it generates.
     
Standard & Poor's has updated its projected excess spread to
account for the recent cuts in U.S. interest rates.  In an
upwardly sloping mortgage rate environment, Standard & Poor's
announced that it would be discounting a portion of excess spread
to account for potential interest rate modifications.  An interest
rate modification may extend the initial fixed-rate period of a
mortgage loan to five years from two and three years.  The
reduction in interest rates has effectively extended the initial
interest rates beyond the interest rate reset period.  As a result
of the reduction in excess spread, many loan modifications may no
longer be needed.  Standard & Poor's has updated its assumptions
on excess spread to reflect the current environment.
     
In assessing the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction,
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For pools
that are continuing to show increasing delinquencies, S&P
increased its cash flow stresses to account for potential
increases in monthly losses.  In order to maintain a rating higher
than 'B', a class had to absorb losses in excess of the base case
assumption S&P assumed in its analysis.  

For example, a class may have to withstand 115% of S&P's base case
loss assumption in order to maintain a 'BB' rating, while a class
had to withstand 125% of S&P's base case loss assumption to
maintain a 'BBB' rating.  Each class that has an affirmed 'AAA'
rating can withstand approximately 150% of S&P's base case loss
assumptions under its analysis, subject to individual caps assumed
on specific transactions.  S&P determined the caps by limiting the
amount of remaining defaults to 90% of the current pool balances.
     
Credit support for these transactions is provided through a
combination of subordination, excess spread, and
overcollateralization.  The underlying collateral for these
transactions consists of fixed- and adjustable-rate U.S. subprime
mortgage loans that are secured by first and second liens on one-
to four-family residential properties.
     
To date, including the classes listed below and actions on both
publicly and confidentially rated classes, S&P has resolved the
CreditWatch placements of 276 classes from 50 U.S. RMBS subprime
transactions from the 2006 and 2007 vintages.  Currently, S&P's
ratings on 2,328 classes from 465 U.S. RMBS subprime transactions
from the 2006 and 2007 vintages are on CreditWatch negative.     

Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

             Carrington Mortgage Loan Trust 2006-NC4

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-NC4     M-2      14453MAG9     A              AA/Watch Neg
2006-NC4     M-3      14453MAH7     BBB            AA-/Watch Neg

          CWABS Asset-Backed Certificates Trust 2006-18

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-18      M-3      23243WAG3     A+             AA-/Watch Neg
  
                 Fremont Home Loan Trust 2006-3

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-3       I-A-1    35729MAA5     A              AAA/Watch Neg
2006-3       II-A-3   35729MAD9     A              AAA/Watch Neg
2006-3       II-A-4   35729MAE7     BB             AAA/Watch Neg
2006-3       M-1      35729MAF4     CCC            AA-/Watch Neg

                 Home Equity Asset Trust 2006-7

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-7       1-A-1    43709NAA1     A              AAA/Watch Neg
2006-7       2-A-4    43709NAE3     A              AAA/Watch Neg
2006-7       M-1      43709NAG8     B              AA+/Watch Neg
2006-7       M-2      43709NAH6     CCC            AA/Watch Neg
2006-7       M-3      43709NAJ2     CCC            AA/Watch Neg
2006-7       M-4      43709NAK9     CCC            AA-/Watch Neg

          MASTR Asset Backed Securities Trust 2006-NC3

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-NC3     A-1      55275RAA0     AA             AAA/Watch Neg
2006-NC3     A-5      55275RAE2     AA             AAA/Watch Neg
2006-NC3     M-1      55275RAF9     BB             AA+/Watch Neg
2006-NC3     M-2      55275RAG7     CCC            AA/Watch Neg
2006-NC3     M-3      55275RAH5     CCC            AA-/Watch Neg
  
        Merrill Lynch Mortgage Investors Trust 2006-HE5

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE5     M-1      59022QAF9     AA             AA+/Watch Neg
2006-HE5     M-2      59022QAG7     BBB            AA/Watch Neg
2006-HE5     M-3      59022QAH5     BB             AA/Watch Neg
2006-HE5     M-4      59022QAJ1     B              AA-/Watch Neg

       Morgan Stanley ABS Capital I Inc. Trust 2006-HE6

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE6     M-1      61750FAG5     BB             AA+/Watch Neg
2006-HE6     M-2      61750FAH3     B              AA/Watch Neg
2006-HE6     M-3      61750FAJ9     CCC            AA-/Watch Neg
  
         Morgan Stanley Capital I Inc. Trust 2006-HE2

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE2     M-2      617451EX3     BBB            AA/Watch Neg
2006-HE2     M-3      617451EY1     B              AA/Watch Neg
2006-HE2     M-4      617451EZ8     CCC            AA-/Watch Neg

     Securitized Asset Backed Receivables LLC Trust 2006-HE2

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE2     M-1      81377AAF9     A              AA+/Watch Neg
2006-HE2     M-2      81377AAG7     BB             AA/Watch Neg
2006-HE2     M-3      81377AAH5     B              AA-/Watch Neg

          Structured Asset Investment Loan Trust 2006-4

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-4       A1       86360WAA0     BB             AAA/Watch Neg
2006-4       A2       86360WAB8     BB             AAA/Watch Neg
2006-4       A4       86360WAD4     AA             AAA/Watch Neg
2006-4       A5       86360WAE2     BB             AAA/Watch Neg
2006-4       M1       86360WAF9     CCC            AA/Watch Neg
2006-4       M2       86360WAG7     CCC            AA-/Watch Neg

               Structured Asset Securities Corporation
                     Mortgage Loan Trust 2006-BC4

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-BC4     A1       86359RAA4     BBB-           AAA/Watch Neg
2006-BC4     A4       86359RAD8     A              AAA/Watch Neg
2006-BC4     A5       86359RAE6     BBB-           AAA/Watch Neg
2006-BC4     M1       86359RAF3     B              AA+/Watch Neg
2006-BC4     M2       86359RAG1     CCC            AA/Watch Neg
2006-BC4     M3       86359RAH9     CCC            AA-/Watch Neg

      Ratings Affirmed and Removed From Creditwatch Negative

             Carrington Mortgage Loan Trust 2006-NC4

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-NC4     M-1      14453MAF1     AA+            AA+/Watch Neg

                     C-BASS Trust 2006-CB6

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-CB6     M-3      14986PAH6     AA-            AA-/Watch Neg

           CWABS Asset-Backed Certificates Trust 2006-18

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-18      M-2      23243WAF5     AA             AA/Watch Neg

                  Fremont Home Loan Trust 2006-3

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-3       II-A-1   35729MAB3     AAA            AAA/Watch Neg
2006-3       II-A-2   35729MAC1     AAA            AAA/Watch Neg

                  Home Equity Asset Trust 2006-7

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-7       2-A-1    43709NAB9     AAA            AAA/Watch Neg
2006-7       2-A-2    43709NAC7     AAA            AAA/Watch Neg
2006-7       2-A-3    43709NAD5     AAA            AAA/Watch Neg

           JPMorgan Mortgage Acquisition Corp. 2006-FRE1

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-FRE1    M-1      46626LFN5     AA+            AA+/Watch Neg
2006-FRE1    M-2      46626LFP0     AA             AA/Watch Neg
2006-FRE1    M-3      46626LFQ8     AA-            AA-/Watch Neg

           MASTR Asset Backed Securities Trust 2006-NC1

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-NC1     M-1      57643LNG7     AA+            AA+/Watch Neg
2006-NC1     M-2      57643LNH5     AA             AA/Watch Neg
2006-NC1     M-3      57643LNJ1     AA             AA/Watch Neg
2006-NC1     M-4      57643LNK8     AA-            AA-/Watch Neg
2006-NC3     A-2      55275RAB8     AAA            AAA/Watch Neg
2006-NC3     A-3      55275RAC6     AAA            AAA/Watch Neg
2006-NC3     A-4      55275RAD4     AAA            AAA/Watch Neg

          Morgan Stanley ABS Capital I Inc. Trust 2006-HE6

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE6     A-1      61750FAA8     AAA            AAA/Watch Neg
2006-HE6     A-2a     61750FAC4     AAA            AAA/Watch Neg
2006-HE6     A-2b     61750FAD2     AAA            AAA/Watch Neg
2006-HE6     A-2c     61750FAE0     AAA            AAA/Watch Neg
2006-HE6     A-2d     61750FAF7     AAA            AAA/Watch Neg
2006-HE6     A-2fpt   61750FAB6     AAA            AAA/Watch Neg

          Morgan Stanley Capital I Inc. Trust 2006-HE2

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE2     A-1      617451ER6     AAA            AAA/Watch Neg
2006-HE2     A-2a     617451ES4     AAA            AAA/Watch Neg
2006-HE2     A-2b     617451ET2     AAA            AAA/Watch Neg
2006-HE2     A-2c     617451EU9     AAA            AAA/Watch Neg
2006-HE2     A-2d     617451EV7     AAA            AAA/Watch Neg
2006-HE2     M-1      617451EW5     AA+            AA+/Watch Neg

      Securitized Asset Backed Receivables LLC Trust 2006-HE2

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE2     A-1      81377AAA0     AAA            AAA/Watch Neg
2006-HE2     A-2A     81377AAB8     AAA            AAA/Watch Neg
2006-HE2     A-2B     81377AAC6     AAA            AAA/Watch Neg
2006-HE2     A-2C     81377AAD4     AAA            AAA/Watch Neg
2006-HE2     A-2D     81377AAE2     AAA            AAA/Watch Neg

           Structured Asset Investment Loan Trust 2006-4

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-4       A3       86360WAC6     AAA            AAA/Watch Neg

             Structured Asset Securities Corporation
                  Mortgage Loan Trust 2006-BC4

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-BC4     A2       86359RAB2     AAA            AAA/Watch Neg
2006-BC4     A3       86359RAC0     AAA            AAA/Watch Neg


* S&P Reports Electric Utility Sector Stands on Strong Liquidity
----------------------------------------------------------------
The U.S. electric utility industry withstood a turbulent first
quarter of 2008.  Strong liquidity positions for the sector as a
whole enabled the companies to deal with the fallout from auction
rate securities and insured deals in a credit-neutral manner,
according to a report by Standard & Poor's.
      
"Electric utility companies have remarketed the auction rate and
long-term debt securities and implemented different maturities to
avoid the need to conduct auctions," said Standard & Poor's credit
analyst John W. Whitlock.
     
The drumbeat for a push to more environmentally friendly means of
generating electricity continues in 2008.  However, passage of
federal legislation that exerts increased costs onto electric
utilities in order to meet reduced carbon discharge does not
necessarily portend lower credit quality for the electric
universe.  The industry had success with smaller compliance spends
associated with reducing sulfur dioxide, nitrogen oxide, and
mercury discharge being phased in and clearly delineated on
customer bills averting customer rate shock and preserving credit
quality.


* Attorneys Predict Additional Hiring in Next 12 Months
-------------------------------------------------------
Despite mixed economic reports, nearly half -- 45% -- of law firms
and corporate legal departments expect to hire additional lawyers
in the next 12 months, a new survey shows.  Just 3% of attorneys
said their firms would be reducing the size of their legal teams
in the coming year.  The specialty areas anticipated to grow the
fastest, according to those polled, include bankruptcy,
litigation, and ethics and corporate governance.

The survey was developed by Robert Half Legal, a leading staffing
service specializing in attorneys, paralegals and other highly
skilled legal professionals.  It was conducted by an independent
research firm and includes responses from 300 attorneys among the
largest law firms and corporations in the United States and
Canada.  All respondents have at least three years of experience
in the legal field.

Lawyers were asked, "Do you expect the number of lawyers employed
with your law firm/corporate legal department to increase, stay
the same or decrease in the next 12 months?" Their responses:

     Increase                          45%
     Stay the same                     50%
     Decrease                           3%
     Don't know                         2%
                                    -----
                                      100%

Lawyers also were asked, "In your opinion, which one of the
following areas of law will experience the most growth in the next
12 months?" Their responses:

     Bankruptcy                        25%
     Litigation                        24%
     Ethics and
        corporate governance           17%
     Intellectual property             16%
     Real estate                        6%
     General corporate/commercial       2%
     Healthcare                         2%
     Mergers and acquisitions           1%
     Labor relations/employment         1%
     Other                              3%
     Don't know                         3%
                                    -----
                                      100%

"Caseloads are rising, both in corporate legal departments and
within law firms," said Charles Volkert, executive director of
Robert Half Legal.  "A higher volume of litigation and an ongoing
focus on corporate governance mandates continue to drive legal
hiring activity."

Responding to the anticipated growth in bankruptcy law, Volkert
said: "Attorneys surveyed may be reacting to recent economic
reports and the possibility of slower growth -- leaner times have
historically led to increases in bankruptcy proceedings and, with
it, higher demand for specialists in bankruptcy law."

                     About Robert Half Legal

Based in Menlo Park, California, Robert Half Legal is the legal
staffing division of Robert Half International.  The company
provides law firms and corporate legal departments with highly
skilled professionals, including attorneys, paralegals and legal
support personnel, on a project and full-time basis. Robert Half
Legal offers online job search services at
http://www.roberthalflegal.com/


* Edward Lacey & Roy Humphrey Join NachmanHaysBrownstein
---------------------------------------------------------
NachmanHaysBrownstein, Inc., named Edward R. Lacey as managing
director in its Central Pennsylvania satellite office and Roy E.
Humphrey as senior consultant in its Colorado satellite office.

Mr. Lacey has over 35 years of senior level executive experience
and as a turnaround management professional, including various
positions as CEO, COO and CFO with public and private companies.  
He has an extensive operations background spanning several
industries, including technology, manufacturing, distribution,
publishing and service businesses.

As CFO and subsequently CEO and President of Flagship Services,
Inc., a $80 million multi-location building services company with
over 1,000 employees, Mr. Lacey successfully led the turnaround
effort, restoring profitability after years of annual losses in
excess of $7 million yearly.  Prior to joining NHB, Edward Lacey
was CFO of Virtus Partners LLC.

Mr. Humphrey has over 25 years of management and business
consulting experience in the manufacturing and distribution
industries. His previous responsibilities in Plant Management have
included profit and loss management, departmental budgets,
strategic planning, and employee development.

Mr. Humphrey specializes in teaching and implementing Lean/Demand
Flow and Six Sigma business strategies for companies seeking a
competitive edge through improved response and quality while
reducing costs and working capital.

Mr. Humphrey supports NHB's business development in manufacturing
and other industries.  He analyzes a company's competitive
position and strategy, and provides management expertise for
process optimization and improved financial position.

Prior to joining NHB, Mr. Humphrey held senior positions in
business consulting firms, where he was responsible for teaching
and implementing Lean/Demand Flow business strategies domestically
and internationally.

Mr. Humphrey also has held Plant Management positions where he has
successfully improved profitability and quality.

                   About NachmanHaysBrownstein

Headquartered in Philadelphia, NachmanHaysBrownstein Inc. --
http://www.nhbteam.com/-- is one of the country's leading
turnaround and crisis management firms, having been included among
the "Outstanding Turnaround Firms" in Turnarounds & Workouts for
the past twelve consecutive years.  NHB demonstrates leadership in
corporate renewal by creating value and preserving capital through
turnaround and crisis management, financial advisory, investment
banking and fiduciary services to financially challenged companies
throughout America, as well as through their investors, lenders
and trade creditors.  NHB focuses on producing lasting performance
improvement and maximizing the business' value to stakeholders by
providing the leadership and credibility required to reconcile the
client's objectives, economic reality and available alternatives
to establish an achievable goal.


* BOND PRICING: For the Week of Mar. 24 - Mar. 28, 2008
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Abitibi-Cons Fin                      7.875%  08/01/09     59
Acme Metals Inc                      12.500%  08/01/02      0
Advanced Med Opt                      3.250%  08/01/26     74
Advanced Med Opt                      3.250%  08/01/26     74
Albertson's Inc                       6.520%  04/10/28     69
Albertson's Inc                       6.530%  04/10/28     69
Albertson's Inc                     &