T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, April 1, 2008, Vol. 12, No. 77

                             Headlines

AAMES MORTGAGE: Fitch Cuts Rating to BB from BBB- on $4.1MM Certs.
ABERDEEN LOAN: S&P Attaches 'BB' Rating on $17.25 Mil. Class Notes
ABITIBIBOWATER INC: Exchange Offer for Senior Notes Ends April 4
ABITIBIBOWATER INC: Noteholder Withdrawal Rights in Offer Expires
ABITIBIBOWATER INC: Inks Agreement for Private Placement of $350MM

ACUSPHERE INC: Deloitte & Touche Expresses Going Concern Doubt
AGY HOLDING: 11% Lien Notes Amendment Gets Noteholders' Consent
ALESCO FINANCIAL: December 31 Balance Sheet Upside-Down by $2.4BB
AMERICAN BIO FUEL: Voluntary Chapter 11 Case Summary
AMERICAN HOME: Court Extends Plan Filing Due Date to June 2

AMPEX CORPORATION: Seeks Relief Under Chapter 11
AMPEX CORPORATION: Case Summary & 51 Largest Unsecured Creditors
ASCALADE COMMS: Court OKs Sale of Richmond Property for $8.4 Mil.
ASCALADE COMMS: British Columbia Court OKs $8MM Sale of Property
ASCENDIA BRANDS: Joseph A. Falsetti Resigns as Executive Chairman

BALLY TOTAL: Commences Cash Distribution to Former Stockholders
BANK OF AMERICA: Stable Performance Cues Fitch to Hold Ratings
BELDEN & BLAKE: Posts $35.3 Million Net Loss in Year Ended Dec. 31
BERNOULLI HIGH: Moody's Junks Ratings on Seven Classes of Notes
BRASIL TELECOM: Moody's Reviews 'Ba1' Note Rating for Likely Lift

CALPINE CORP: Canadian Monitor Reports Updates on CCAA Proceedings
CALPINE CORP: Initial Market Capitalization Valued at $8.6 Billion
CALPINE CORP: Charles Clark Steps Down as Vice President
CARDIMA INC: To Restate Financial Statements Due to Errors
CATHOLIC CHURCH: Century Amends Objection to Disclosure Statement

CATHOLIC CHURCH: Fairbanks May Employ CSG as Special Counsel
CATHOLIC CHURCH: Fairbanks Amends Motion to Hire Keegan Linscott
CATHOLIC CHURCH: Fairbanks May Employ Quarles & Brady as Counsel
CATHOLIC CHURCH: Spokane's Plan Trustee Wants Bond Amount Cut
CBRL GROUP: Weak Credit Metrics Prompts S&P's Rating Cuts to 'BB-'

CENTENNIAL COMMS: Feb. 29 Blanace Sheet Upside Down by $1.062 Bil.
CENTEX HOME: Fitch Chips Ratings on $582.9 Million Certificates
CHAMPION AIR: To Shut Down Operations by End of May
CHAMPION ENTERPRISES: To Shut Down Plants in Silverton & LaGrange
CHARTER COMM: Unit Completes $546MM Sale of 10.875% 2nd Lien Notes

CHARYS HOLDING: Wants Milbank Tweed as Bankruptcy Counsel
CITADEL BROADCASTING: Has $848MM Net Loss in 4th Qtr. Ended 2007
CLEAR CHANNEL: Banks Want NY State Court to Dismiss Lawsuit
CLEARWATER FUNDING: Low Credit Quality Cues Moody's Rating Reviews
COMSTOCK HOMEBUILDING: Incurs $87.5 Mil. Net Loss for Fiscal 2007

COUNTRYWIDE FINANCIAL: Feds to Study Benefits of BofA Acquisition
CREDIT SUISSE: Fitch Affirms Low-B Ratings on Five Cert. Classes
CROSSWINDS AT LONE: U.S. Trustee Appoints Three-Member Committee
CROSSWINDS AT LONE: Files Schedules of Assets and Liabilities
CSFB HOME: Fitch Junks Ratings on 10 Certificate Classes

CVR ENERGY: Posts $57 Million Net Loss in Year Ended December 31
CWABS: Fitch Downgrades Ratings on $158.2 Million Certificates
DELPHI CORP: Can Continue Implementing Employee Compensation Plan
DELPHI CORP: Wants to Extend Indemnification Agreement with GM
DISTRIBUTED ENERGY: PwC Raises Going Concern Doubt Due to Losses

DLJ MORTGAGE: Fitch Retains 'C' Ratings on Two Certificate Classes
EIF CALYPSO: S&P Puts 'BB+' Rating on $650MM and $150MM Facilities
ELLEGY PHARMA: Mayer Hoffman Expresses Going Concern Doubt
EMPIRE RESORTS: Board of Directors Adopts Stockholder Rights Plan
FEDERAL-MOGUL: G. Michael Lynch Retires; Jeff Kaminski is New CFO

FEDERAL-MOGUL: Professionals Seek Postpetition Fees and Expenses
FEDDERS CORP: Michael Giordano Steps Down as President and CEO
FINANCIAL GUARANTY: Moody's Cuts Insurer Strength Rating to 'Baa3'
FINANCIAL GUARANTY: Howard C. Pfeffer Tenders Retirement Notice
FINANCIAL GUARANTY: S&P Slashes Financial Strength Rating to 'BB'

FORD MOTOR: Partners with Ontario Government to Save 300 Jobs
FORTUNOFF: Panel Taps Morrison & Foerster to Replace Otterbourg
FORTUNOFF: Court OKs Panel's Limited Engagement of Otterbourg
FORTUNOFF: Mahoney Cohen Serves as Committee's Financial Advisor
FRONTIER DRILLING: Concerns on Funding Spurs S&P's Negative Watch

GENERAL MOTORS: Ex-Unit Delphi Wants Indemnification Pact Extended
GREENWICH 2007-GG9: Fitch Affirms 'B-' Rating on $8.22MM Certs.
HOOP HOLDINGS: Has Interim Court Nod to Use Wells Fargo Collateral
HOOP HOLDINGS: Gets Initial Nod to Use Wells Fargo's $35 Mil. Loan
HSBC FINANCE: KVAM Urges HSBC to Shed Off Burdensome U.S. Unit

IDEARC INC: S&P Assigns 'BB' Corp. Rating on CreditWatch Negative
INTEREP NATIONAL: Files for Bankruptcy; To Restructure $99MM-Debt
INTERTAPE POLYMER: Posts $8.3 Mil. Net Loss for Fiscal Year 2007
INTERTAPE POLYMER: Secures $200MM Senior Secured Credit Facility
INTERTAPE POLYMER: Enters Into $200 Million Senior Credit Facility

IVANHOE ENERGY: Management Expresses Going Concern Doubt
KKR FINANCIAL: Avoids Default by Turning Over AAA-Rated Securities
LAZY DAYS: Weak Performance Prompts Moody's Rating Cuts to 'B3'
MANIS LUMBER: Taps Thomas Richardson to Give Collection Services
MANIS LUMBER: Committee Wants Miller Canfield as Lead Counsel

MANIS LUMBER: Committee Taps James C. Frenzel PC as Co-Counsel
MAUDE HENDERSON: Voluntary Chapter 11 Case Summary
MAXUM PETROLEUM: Moody's Holds 'B2' Rating; Gives Negative Outlook
MICHAEL BREEN: Case Summary & Largest Unsecured Creditor
MIGENIX INC: Posts CN$3.4 Million Net Loss in Qtr. Ended Jan. 31

MILLENIUM IMAGING: Voluntary Chapter 11 Case Summary
MOVIDA COMMS: Case Summary & 20 Largest Unsecured Creditors
NEW CENTURY: Examiner Suggests Actions Against Officers & KMPG LLP
NEXSTAR FINANCE: Moody's Chips Probability of Default Rating to B3
NOMURA ASSET: Fitch Cuts Rating to BB from BB+ on Cl. B-6 Certs.

NOVELIS INC: S&P Changes Outlook to Stable; Confirms 'BB-' Rating
POWERMATE HOLDING: Court OKs Retention of Kurtzon as Claims Agent
POWERMATE HOLDING: Section 341(a) Meeting Scheduled for April 25
QUEBECOR WORLD: Court OKs Prepetition Payments to 376 Managers
QUEBECOR WORLD: Silvex Seeks Recovery from Insurance Claims

QUEBECOR WORLD: Wants to Employ Three Real Estate Consultants
QUEBECOR WORLD: Shutting Down Magazine Facility in Magog, Quebec
RECKSON OPERATING: S&P Holds 'BB+' Senior Unsecured Debt Ratings
RED HAT: Revenue Growth Cues S&P's Rating Upgrade to 'BB-' From B+
REMOTE DYNAMICS: Posts Approximately $8 Mil. Stockholder's Deficit

SCOTTISH RE: Postpones 2007 Earnings Release and Form 10-K Filing
SCOTTISH RE: S&P Says Notice of Late Filing Won't Move Its Ratings
SECURITY CAPITAL: XLCA's 'BB' Rating Cues Fitch's Actions on Bonds
SEQUOIA MORTGAGE: Fitch Puts 'BB' Rating Under Negative Watch
SG MORTGAGE: Fitch Lowers Ratings on Ten Certificate Classes

SIMMONS BEDDING: Moody's Gives Negative Outlook; Holds All Ratings
SIMMONS CO: Earns $6 Million in Fourth Quarter Ended December 29
SIRIUS SATELLITE: State Counsels Balk at DOJ Approval of XM Merger
SOTHEBY: S&P Assigns 'BB+' Corp. Rating on CreditWatch Positive
SPANSION INC: Completes Acquisition of Saifun Semiconductors

SPYRUS INC: Judge Sontchi Approves $2 Million DIP Financing
TENFOLD CORP: Enters Merger Agreement with Versata Enterprises
THORNBURG MORTGAGE: Completes $1.35 Bil. Offering of Secured Notes
TLC FUNDING: Moody's Withdraws All Ratings on Amedisys Acquisition
TLC VISION: Raises Going Concern Doubt on OccuLogix Unit

TOUSA INC: Files Motion to Extend Removal Period to July 27
TRI VANTAGE: Voluntary Chapter 11 Case Summary
UNITED HERITAGE: Nasdaq Says Stocks Listing Rely on $2.5MM Equity
US DRY CLEANING: Signs $1.9 Million Merger Deal with Zoots Corp.
US AIRWAYS: Employees to Get $49 Million in Profit Sharing

US AIRWAYS: To Open Separate Talks with America West Pilots
US AIRWAYS: Reaches Tentative Unified Mechanics Pact with IAM
UTAH 7000: Involuntary Chapter 11 Case Summary
VERENIUM CORP: Ernst & Young Expresses Going Concern Doubt
VERMILLION INC: Market Value Non-Compliance Cues Stocks Delisting

VISIPHOR CORP: Designates Michael Goffin to Board of Directors
WHITE CEDAR: Case Summary & Largest Unsecured Creditor
WISCONSIN AUTHORITY: Case Summary & 2 Largest Unsecured Creditors
WORNICK CO: Ad Hoc Committee Balks Disclosure Statement
XM SATELLITE: State Counsels Balk at DOJ Approval on Sirius Merger

* S&P Downgrades Ratings on 81 Classes From 21 RMBS Transactions
* Fitch Says US CMBS Delinquencies Rose to 0.30% on February

* FTI Widens UK Presence with Forensic Accounting Buyout
* Bankruptcy Firm Watson & Maynez Starts El Paso, Texas Operation

* Large Companies with Insolvent Balance Sheets

                             *********

AAMES MORTGAGE: Fitch Cuts Rating to BB from BBB- on $4.1MM Certs.
------------------------------------------------------------------
Fitch Ratings has taken rating actions on Aames Mortgage
Investment Trust mortgage pass-through certificates.  Affirmations
total $99 million and downgrades total $4.1 million.  
Additionally, $4.1 million was placed on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Aames Mortgage Investment Trust 2005-3
  -- $28.6 million class I-A-1 affirmed at 'AAA',
    (BL: 83.08, LCR: 13.97);

  -- $35.7 million class I-A-2 affirmed at 'AAA',
    (BL: 51.59, LCR: 8.67);

  -- $11.0 million class I-A-3 affirmed at 'AAA',
    (BL: 42.73, LCR: 7.18);

  -- $7.6 million class M-1 affirmed at 'AA+',
    (BL: 35.66, LCR: 5.99);

  -- $6.4 million class M-2 affirmed at 'AA',
    (BL: 29.41, LCR: 4.94);

  -- $1.5 million class M-3 affirmed at 'AA-',
    (BL: 27.86, LCR: 4.68);

  -- $1.6 million class M-4 affirmed at 'A+',
    (BL: 26.18, LCR: 4.4);

  -- $1.4 million class M-5 affirmed at 'A',
    (BL: 24.67, LCR: 4.15);

  -- $2.0 million class M-6 affirmed at 'A-',
    (BL: 22.38, LCR: 3.76);

  -- $1.3 million class B-1 affirmed at 'BBB+',
    (BL: 20.81, LCR: 3.5);

  -- $2.0 million class B-2 affirmed at 'BBB',
    (BL: 18.24, LCR: 3.07);

  -- $4.1 million class B-3 downgraded to 'BB' from 'BBB-', placed
    on Rating Watch Negative (BL: 7.89, LCR: 1.33).

Deal Summary
  -- Originators: Aames Investment Corporation (77.78%)
  -- 60+ day Delinquency: 6.24%
  -- Realized Losses to date (% of Original Balance): 0.93%
  -- Expected Remaining Losses (% of Current balance): 5.95%
  -- Cumulative Expected Losses (% of Original Balance): 4.37%

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.


ABERDEEN LOAN: S&P Attaches 'BB' Rating on $17.25 Mil. Class Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Aberdeen Loan Funding Ltd. and Aberdeen Loan Funding Corp.'s
$467.25 million notes.
     
Aberdeen Loan Funding Ltd. and Aberdeen Loan Funding Corp. is a
collateralized loan obligation with a seven-year reinvestment
period that is managed by Highland Capital Management L.P.  The
closing portfolio's weighted average purchase price is 87.4% of
par.  The liabilities' weighted average sale price is 88.28%.
     
The ratings reflect:

  -- Adequate credit support provided by overcollateralization,
     subordination, and excess spread;

  -- The characteristics of the underlying collateral pool, which
     consists primarily of non-investment-grade rated senior
     secured loans, second-lien loans, bonds, and structured      
     finance obligations, up to 20% of which may be referenced
     synthetically or represent participation interests;

  -- Scenario default rates of 54.13% for class A and B, 48.23%
     for class C, 43.1% for class D, and 36.56% for class E; and
     break-even loss rates of 67.78% for class A, 59.23% for class
     B, 56.69% for class C, 49.98% for class D, and 38.9% for
     class E;

  -- A weighted average rating of 'B';

  -- A weighted average maturity for the portfolio of 5.6 years;

  -- An S&P default measure of 5.47%;

  -- An S&P variability measure of 3.24%; and

  -- An S&P correlation measure of 2.00.
     
Interest on the class C, D, and E notes may be deferred up until
the legal final maturity date in November 2018 without causing a
default under these obligations.  The ratings on these notes,
therefore, address the ultimate payment of interest and principal.
   
                         Ratings Assigned

                    Aberdeen Loan Funding Ltd.
                    Aberdeen Loan Funding Corp.
   
    Class                      Rating          Amount (million)
    -----                      ------          ----------------
    A                          AAA                  $376.00
    B                          AAA                   $29.50
    C                          A                     $25.25
    D                          BBB                   $19.25
    E                          BB                    $17.25
    Class I preferred shares   NR                    $12.00
    Class II preferred shares  NR                    $36.00

                          NR -- Not rated.


ABITIBIBOWATER INC: Exchange Offer for Senior Notes Ends April 4
----------------------------------------------------------------
AbitibiBowater Inc. said that Abitibi-Consolidated Company of
Canada, its indirect subsidiary, has extended the withdrawal
deadline for its exchange offers for 6.95% senior notes due 2008,
5.25% senior notes due 2008 and 7.875% senior notes due 2009.

The exchange offers will expire at 12:00 midnight, New York City
time, on Friday, April 4, 2008.

The withdrawal deadline for the exchange offers was extended until
March 27, 2008, and the withdrawal deadline expired on March 26,
2008.  Neither the consent payment deadline nor the expiration
date for the exchange offers has been modified.

          Investors Agree to Senior Notes Restructuring

The Canadian Press reports that AbitibiBowater's investors
consented to the restructuring of the company's senior notes
aggregating $496 million.  The report says that as of March 27,
2008, investors surrendered between 89.3% and 93.2% of the notes.  
The senior notes restructuring is under AbitibiBowater's plan to
secure $1.4 billion additional capital, Canadian Press relates.

The exchange offers were being made only to qualified
institutional buyers and institutional accredited investors inside
the United States and to certain non-U.S. investors located
outside the United States.

As reported in the TCR on March 28, 2008,  AbitibiBowater Inc.
disclosed in its 2007 annual report that Abitibi-Consolidated
Inc.'s independent auditor PricewaterhouseCoopers LLP in
Montreal, Quebec, Canada, expressed substantial doubt about
Abitibi's ability to continue as a going concern.

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

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

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

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

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

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

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

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

This refinancing plan is expected to consist of:

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

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

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

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

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH)
-- http://www.abitibibowater.com/-- was formed as a result of the  
combination of Abitibi-Consolidated Inc. and Bowater Incorporated.   
Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater
Incorporated became subsidiaries of AbitibiBowater.  The company
produces a range of forest products marketed in more than 80
countries around the world.  The company's customers include many
publishers, commercial printers, retailers, consumer products
companies and building supply outlets.  AbitibiBowater is also a
recycler of newspapers and magazines.  The company owns or
operates 32 pulp and paper mills and 35 wood products facilities
in North America and offshore.  The company manages its business
in five segments: coated papers, specialty paperBs, newsprint,
market pulp and lumber.


ABITIBIBOWATER INC: Noteholder Withdrawal Rights in Offer Expires
-----------------------------------------------------------------
AbitibiBowater Inc. disclosed that the withdrawal rights of
noteholders in the exchange offers by Abitibi-Consolidated Company
of Canada, a subsidiary of AbitibiBowater, expired at 5:00 p.m.
New York City time, on March 27, 2008.

These exchange offers are for the 6.95% Senior Notes due 2008,
5.25% Senior Notes due 2008 and 7.875% Senior Notes due 2009.  As
of the withdraw deadline, approximately 89.3% of the outstanding
6.95% Senior Notes, 91.8% of the outstanding 5.25% Senior Notes
and 93.2% of the outstanding 7.875% Senior Notes had been validly
tendered in the exchange offers.

Based on these preliminary results, ACCC has elected to waive the
minimum tender condition with respect to the exchange offers.  The
exchange offers expire at 12:00 midnight, New York City time, on
April 4, 2008.
    
The exchange offers were made only to qualified institutional
buyers and institutional accredited investors inside the United
States and to certain non-U.S. investors located outside the
United States.

                     About AbitibiBowater

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

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

                           *     *     *

As reported in the Troubled Company Reporter on March 27, 2008,
Moody's Investors Service assigned a B1 rating to the proposed new
$450 million secured term loan at Abitibi-Consolidate Inc's
subsidiary Abitibi-Consolidated Company of Canada.  At the same
time, Moody's affirmed Abitibi's corporate family rating of Caa1,
the probability-of-default rating of Caa3, the senior unsecured
ratings of Caa2 and the B1 rating assigned to the new $415 million
secured notes due 2011.  In addition, Abitibi's speculative grade
liquidity rating was affirmed at SGL-4 and the rating outlook
remains negative.


ABITIBIBOWATER INC: Inks Agreement for Private Placement of $350MM
------------------------------------------------------------------
AbitibiBowater Inc. disclosed on March 24, 2008, that it has
entered into a definitive agreement with Fairfax Financial
Holdings Limited for an investment by Fairfax and its
designated subsidiaries in AbitibiBowater of $350 million in the
form of unregistered convertible debentures.  

This transaction, which is part of the company's previously
announced $1.4 billion refinancing plan, is expected to address
upcoming debt maturities and general liquidity needs of its
Abitibi-Consolidated Inc. subsidiary.  There is no financing
condition to the obligations of Fairfax to fund the transaction.

The $350 million of convertible debentures is convertible into
AbitibiBowater common shares at $10.00 per share, carries an 8%
cash coupon, has an ability for the company to pay interest in the
form of additional "pay-in-kind" debentures at a rate of 10%, and
has a subsidiary guarantee.  The debentures have a maturity of 5
years and are non-callable.

The transaction is subject to certain conditions, including the
receipt of various lender consents and the closing of the other
components of the company's $1.4 billion refinancing plan.  Under
the Fairfax Purchase Agreement, Fairfax will have the right to
appoint two directors to the Board of Directors of the company.
    
In connection with the approval of the Fairfax transaction by the
Board of Directors of AbitibiBowater, and pursuant to an exception
provided by the New York Stock Exchange stockholder approval
policy, the Audit Committee of AbitibiBowater determined that a
delay in the transaction in order to secure stockholder approval
of the issuance of the convertible debentures, given the
pending maturities of Abitibi-Consolidated's April 1 and June 20,
2008 senior notes, as well as the current state of the credit and
capital markets, could seriously jeopardize the financial
viability of AbitibiBowater.  

Accordingly, AbitibiBowater's Board of Directors and Audit
Committee expressly approved the company's decision not to seek
stockholder approval of the issuance of the convertible debentures
to Fairfax.  The New York Stock Exchange has accepted
AbitibiBowater's reliance on the exception and the company, in
reliance upon this exception, is mailing a letter to all
stockholders notifying them of its intention to issue the
convertible debentures without their prior approval.

                          About Fairfax

Fairfax Financial Holdings Limited (TSX and NYSE: FFH) is a
financial services holding company which, through its
subsidiaries, is engaged in property and casualty
insurance and reinsurance and investment management.

                       About AbitibiBowater

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

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

                          *     *     *

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

As reported in the Troubled Company Reporter on March 28, 2008,
AbitibiBowater Inc. disclosed in its 2007 annual report that its
wholly owned subsidiary, Abitibi-Consolidated Inc. "is currently
experiencing a liquidity shortfall and liquidity problems and
there is substantial doubt about Abitibi's ability to continue as
a going concern."


ACUSPHERE INC: Deloitte & Touche Expresses Going Concern Doubt
--------------------------------------------------------------
Deloitte & Touche LLP in Boston raised substantial doubt about the
ability of Acusphere, Inc. to continue as a going concern after it
audited the company's financial statements for the year ended Dec.
31, 2007.  The auditor pointed to the company's recurring losses
from operations, negative cash flows from operations, and the
projected funding needed to sustain its operations

The company posted a net loss of $53,730,000 on total sales of
$2,667,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $61,089,000 on total sales of $1,781,000 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $52,020,000
in total assets, $28,280,000 in total liabilities and $23,740,000
in stockholders' equity.

                           Going Concern

Management stated that as of Dec. 31, 2007, the company had cash
and equivalents of $26,100,000.  During the 12 months ended
Dec. 31, 2007, operating activities used $41,700,000 of cash.  
Before the end of the second quarter of 2008, the company will
require significant additional funds in order to fund operations.

As a result of its limited capital resources, the company may
elect to delay the funding of certain development activities,
which could harm its financial condition and operating results.  
The depletion of its resources may make future funding more
difficult or expensive to attain.  The company may raise
additional funds through public or private sales of equity or from
borrowings or from strategic partners.

Future capital requirements will depend on many factors including
the scope and progress made in research and development activities
and the size and timing of creating expanded manufacturing
capabilities.

There are no assurances, however, that the company will be able to
obtain additional financing on favorable terms, or at all, or
successfully market its products.  If the company is unable to
execute its operations according to its plans or to obtain
additional financing, it may be forced to cease operations.

"We are focused on product development and we have not generated
any revenue from commercial sales of our products to date.  We
have incurred losses each year of our operations.  In 2007, we had
a net loss available to holders of common stock of $56 million.  
At Dec. 31, 2007, we had an accumulated deficit of $334.9 million.  
We expect our research and development, general and administrative
and sales and marketing expenses will increase over the next
several years," the company said.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2999

                          About Acusphere

Based in Watertown, Mass., Acusphere, Inc. (NasdaqGM:ACUS) --
http://www.acusphere.com/-- a specialty pharmaceutical company,  
develops new drugs and formulations of existing drugs using its
proprietary porous microparticle technology in the United States.  
Its porous microparticle technology enables to control the size
and porosity of particles, including nanoparticles and
microparticles.  The company develops products in the areas of
cardiology, oncology, and asthma.  Its lead product candidate
Imagify, a cardiovascular drug, is in Phase 3 clinical development
for the detection of coronary artery disease.  The company's
products also include AI-850, a Phase 1 clinical trial completed
product candidate that utilizes hydrophobic drug delivery system
to improve the dissolution rate of a cancer drug; AI-128, a Phase
1 clinical study completed formulation of asthma drug.  Acusphere
was founded in 1993.


AGY HOLDING: 11% Lien Notes Amendment Gets Noteholders' Consent
---------------------------------------------------------------
AGY Holding Corp. received consents from noteholders representing
in excess of a majority in principal amount of its outstanding
11% Senior Second Lien Notes due 2014.  

As reported in the Troubled Company Reporter on March 20, 2008,
AGY Holding was soliciting consents to certain proposed
amendments to the indenture governing its 11% senior second lien
notes due 2014, and the intercreditor agreement and consignment
agreement related to the indenture.

After receipt of the consents, the company and certain of its
subsidiaries executed a supplemental indenture and amendments to
the intercreditor agreement and consignment agreement providing
for the amendments.  The amendments are operative with respect to
all noteholders, including those noteholders who did not consent
to the amendments.

Requests for documents should be directed to Global Bondholder
Services Corporation at (866) 873-6300 or (212) 430-3774.  UBS
Securities LLC is serving as Solicitation Agent for the consent
solicitation.  Questions concerning the terms of the consent
solicitation should be directed to UBS Securities LLC, Liability
Management Group at (888) 719-4210 or (203) 719-4210.

                      About AGY Holding

Headquartered in Aiken, South Carolina, AGY Holding Corporation --
http://www.agy.com/-- manufactures materials used in automotive,    
construction, defense, electronics, aerospace, marine,
andrecreation markets.  AGY has a European office in Lyon, France,
and manufacturing 0facilities in Aiken, South carolina and
Huntingdon, Pennsylvania.

                         *     *     *

Moody's Investor Service placed AGY Holding Corporation's senior
secured debt rating at 'B2' in October 2006.  The rating still
holds to date with a stable outlook.


ALESCO FINANCIAL: December 31 Balance Sheet Upside-Down by $2.4BB
-----------------------------------------------------------------
Alesco Financial Inc.'s balance sheet at Dec. 31, 2007, showed
total assets of $8.935 billion and total liabilities of
$11.334 billion, resulting total stockholders' deficit of
$2.399 billion.

The company reported financial results for the three and twelve-
months ended Dec. 31, 2007.  

AFN reported a generally accepted accounting principle or GAAP net
loss for the three-months ended Dec. 31, 2007, of $729.3 million
compared to net income of $3.6 million for the three-months ended
Dec. 31, 2006.

AFN reported a GAAP net loss for the twelve-months ended Dec. 31,
2007 of $1.3 billion as compared to net income of $22.0 million,  
for the period from Jan. 31, 2006, through Dec. 31, 2006.

The significant losses during the three-months and twelve-months
ended Dec. 31, 2007, are due to non-cash charges of approximately
$775 million and $1.4 billion, arising from write downs in the
fair value of mortgage backed sities, other CDO investments and
TruPS investments.

            Liquidity and Capital Markets Transactions

As of Dec. 31, 2007, AFN's consolidated financial statements
include $80.2 million of available, unrestricted cash and cash
equivalents.  This amount includes $18.8 million of cash dividends
that were paid to AFN shareholders on Jan. 10, 2008.

Management has evaluated AFN's current and forecasted liquidity
and continues to monitor evolving market conditions.  Future
investment alternatives and operating activities will continue to
be evaluated against anticipated current and longer term liquidity
demands.

As of Dec. 31, 2007, AFN's consolidated financial statements
include $95.5 million of restricted cash and warehouse deposits.
The $95.5 million is restricted for these purposes:

   -- $5.0 million first-loss deposit on an Emporia leveraged loan
      warehouse facility;
   -- $47.6 million at consolidated CDO entities to be used to
      acquire additional assets; and
   -- $42.9 million of undistributed cash flow from operations at
      consolidated CDO entities.

                         Share Repurchase

On Aug. 3, 2007, AFN's board of directors approved a share
repurchase plan that authorizes AFN to purchase up to $50 million
of AFN common shares.  Under the plan, AFN may make purchases from
time to time through open market or privately negotiated
transactions.

The timing and exact number of shares purchased will be determined
at AFN's discretion and will depend on market conditions.  This
plan may be modified or discontinued at any time.  During the
three-months ended Dec. 31, 2007, AFN did not repurchase shares of
its common stock.

                         Dividend Summary

AFN disclosed a cash dividend for the quarter ended March 31,
2008, of $0.25 per common share.  The dividend will be payable on
April 10, 2008, to shareholders of record as of the close of
business on March 20, 2008.  The ex-dividend date was March 18,
2008.

                   About Alesco Financial Inc.
  
Headquartered in Philadelphia, Pennsylvania, Alesco Financial Inc.
(NYSE:AFN) -- http://www.alescofinancial.com/-- is a specialty  
finance company, which operates as a real estate investment trust.
AFN makes investments in real estate-related and other securities.
AFN's portfolio consists of investments in trust preferred
securities, mortgage backed securities and corporate loan
obligations.  AFN is externally managed by Cohen & Company, an
investment banking and asset management firm focusing on lending
to the real estate and financial services industries.  


AMERICAN BIO FUEL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: American Bio Fuel, Inc.
        5016 Strummer Drive
        Fort Worth, TX 76180

Bankruptcy Case No.: 08-41392

Type of Business: The Debtor sells petroleum products in
                  wholesale.

Chapter 11 Petition Date: March 31, 2008

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Clifford Franklin McMaster, Esq.
                     (cfmcmaster@sbcglobal.net)
                  309 West 7th Street, No. 1400
                  Fort Worth, TX 76102
                  Tel: (817) 335-8080
                  Fax: (817) 429-3371

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

The Debtor did not file a list of its largest unsecured creditors.


AMERICAN HOME: Court Extends Plan Filing Due Date to June 2
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extends the
exclusive periods for American Home Mortgage Investors Corp. and
its debtor-affiliates to file a plan of reorganization through
June 2, 2008, and solicit and obtain acceptances for that plan
through July 31, 2008.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, said that lots of things must
be done in the bankruptcy cases before any party will be in a
position to file a Plan and accompanying disclosure statement.  
He adds that the Debtors, in consultation with the Official
Committee of Unsecured Creditors, have determined to seek the 90-
day extension.

Mr. Patton related that the Debtors have begun, but not yet
completed, negotiations with the Creditors Committee regarding
the terms of a consensual Plan or Plans based on adequate
information.  He, however, pointed out that they have accomplished
several things since December 2007:

   (a) The Debtors have spent time working with AH Mortgage
       Acquisition Co., Inc., to facilitate the effective
       transition of the Servicing Business;

   (b) The Debtors have focused on maximizing the value of, and
       minimizing the administrative burdens related to, the
       their other major assets, like, among other things,
       marketing and selling loans and analyzing an efficient and
       the appropriate disposition of the 1,500,000 mortgage loan
       files they held through a third party vendor;

   (c) The Debtors have focused their time and resources towards
       maximizing the value of the bankruptcy estates through the
       disposition of their major assets, including:

         -- creation of non-debtor business entities for the
            transition of the Servicing Business to AHM
            Acquisition;

         -- consummation of a sale with Indymac Bank F.S.B.;

         -- approval of procedures to return mortgage loan files
            to owners or master servicers of the mortgage loans;

         -- compromise of certain loans to obtain a greater value
            for the estates; and

         -- approval of procedures to maximize the sale value for
            certain non-performing loans; and

   (d) The Debtors have expended substantial time and resources
      addressing the numerous pending adversary proceedings and
      related discovery matters.

Mr. Patton said that, despite the Debtors' accomplishments, the
the current Exclusive Periods did not provide them with an
adequate opportunity to develop and negotiate a Plan.  The
contested nature of nearly every facet of the cases has prevented
the Debtors and their professionals from devoting significant
attention to the preparation and negotiation of a Plan, he said.  
In addition, the Debtors have had to work with or litigate with
numerous large financial entities and other parties-in-interest
to obtain approval of the sale of the mortgage loan servicing
business.  Moreover, the Debtors received various notices of
purported defaults from parties to master servicing agreements.  

Mr. Patton told the Court that there are a variety of other
tasks that lie ahead of the Debtors.  The Debtors still have
numerous other assets that may be marketed and sold, including
their (i) federally chartered thrift and bank, which will need to
be sold in a manner consistent with strict regulatory guidelines;
(ii) certain whole loans; and (iii) certain other real estate
holdings, like their Melville, New York, corporate headquarters.

The resolution of asset sales and the review and analysis of
claims will be determinative of the value available to the
Debtors' creditors, and must be considered in the formulation of
any Chapter 11 plan, Mr. Patton said.

                       About American Home

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

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

(American Home Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


AMPEX CORPORATION: Seeks Relief Under Chapter 11
------------------------------------------------
Ampex Corporation and its U.S. subsidiaries filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.

Prior to filing, the company negotiated with and obtained the
support of the majority of its secured creditors and its largest
unsecured creditor for the terms of a pre-negotiated plan of
reorganization, as evidenced by the plan support agreement filed
contemporaneously with the company's voluntary petitions for
relief under Chapter 11.

Concurrently with the commencement of these cases, the company
filed a motion for approval of the disclosure statement with
respect to the Plan and related solicitation procedures.  The
company believes that it will emerge from Chapter 11 no later than
fall 2008.  During the Chapter 11 proceedings, the company will
continue to operate its business without interruption as a debtor-
in-possession.  All of the company's employees will be retained,
offices and manufacturing facilities will remain open and all
customer support and warranty programs will continue as planned.

Upon emergence from Chapter 11, Hillside Capital Incorporated ,
the company's largest secured and unsecured creditor, will provide
new financing to the Company that will be used for working capital
purposes, to repay certain long term obligations, including
certain senior secured notes, and to fund future pension
obligations.  Ampex began to report in July 2007 that it might be
forced to take this action in order to facilitate an orderly
financial restructuring.

As was disclosed in its filings with the Securities and Exchange
Commission over the previous months, Ampex has been negotiating a
consensual refinancing of certain notes that were issued to
Hillside over the past several years with respect to pension
contributions made by Hillside for the benefit of the Companys
defined benefit plans.  The Plan is the result of months of arm's-
length negotiations between the company, Hillside and holders of a
majority of the face amount of the Companys senior secured notes.

The overall purpose of the Plan is to provide for the
restructuring of the company's liabilities in a manner designed to
maximize recovery to all stakeholders and to enhance the company's
financial viability by de-levering the company's capital
structure, providing additional liquidity and arranging a long-
term financing solution to future pension contributions that does
not over-leverage the Company in future years.

Under the Plan, it is contemplated that trade creditors will
remain unaffected and will continue to receive cash payments as
their claims become due in the ordinary course.  Because the
company's debt exceeds the amount of its assets, its existing
common stock currently has no value, and therefore will be
cancelled on the effective date of the Plan.

Under the terms of the proposed Plan, new equity in the
reorganized company will be issued to certain creditors.  Although
holders of existing common stock will not receive new equity
under the Plan, those holders that do not object to the Plan may
be eligible to receive some consideration.  The Plan also
contemplates that the new equity in the reorganized Company
will not be registered or traded on any public exchange.

"Ampex Data Systems Corporation will continue to sell and service
data acquisition and instrumentation recorders and we will
continue to license our intellectual property to manufacturers of
consumer digital video products," D. Gordon Strickland, Ampex's
President and Chief Executive Officer, noted that the court filing
is not expected to have any significant impact on Ampexs day-to-
day operations.  "While the restructuring will be an important
step towards a more successful future, our primary focus will
continue to be our customers and their satisfaction with our
products and services."

"In recent years, Ampex has been constrained by its highly
leveraged capital structure and by the continuing burden of its
significant legacy pension liabilities," Mr. Strickland explained.
"Quite simply, we have too much debt.  We intend to use the
Chapter 11 process to reduce these obligations significantly and
to develop and implement a new capital structure that will allow
us to invest in our business."

"Fortunately, the fundamentals of our business remain strong and
provide an excellent foundation for the future," Mr. Strickland
concluded.  "We expect that Ampex will emerge from its Chapter 11
reorganization a stronger, more financially viable company, well-
positioned for profitable growth."

                          Other Matters

The company could not file its Annual Report on Form 10-K for the
year ended Dec. 31, 2007, within the prescribed period because
additional time is required to complete the financial statements,
footnotes and disclosures in order to incorporate information
contained in the Plan and the related Disclosure Statement in
connection with its filing for relief under chapter 11 of the
Bankruptcy Code.

The Company currently expects to be able to file its 2007 Form
10-K within fifteen calendar days following the prescribed due
date, but there can be no assurance that it will be able to do
so.

             Likely Insufficient Financial Resources

As reported in the Troubled Company Reporter on Jan. 21, 2008,
based on its projected operations, the company relates that it
will not have sufficient financial resources or be able to
generate cash flow to service all of its obligations, including
scheduled indebtedness, within the next 12 months and beyond.  In
order for the company to remain a going concern it will be
required to substantially modify the repayment terms of its Senior
Notes well as the Hillside Notes.

Alternatively, the company may be required to issue new equity to
holders of all or most of its outstanding debt securities, well as
for debt that will be issued in connection with future pension
plan contributions.  Any such issuance of equity for debt would
result in current stockholders' ownership interest being
significantly diluted and potentially cause a substantial decline
in the price of the company's Common Stock.  The company cannot
give assurance that it will be successful in restructuring its
indebtedness.

A full-text copy of Ampex's Disclosure Statement is available for
free at:

             http://ResearchArchives.com/t/s?29d4

A full-text copy of Ampex's Plan of Reorganization is available
for free at:

             http://ResearchArchives.com/t/s?29d5

A full-text copy of the Plan Support Agreement with the Senior
Secured Holder is available for free at:

             http://ResearchArchives.com/t/s?29d6

                           About Ampex

Headquartered in Redwood City, California, Ampex Corporation
(Nasdaq: AMPX) -- http://www.ampex.com/--  manufactures high
performance data storage products principally used in defense
applications.

Ampex Corporation's consolidated balance sheet at Sept. 30, 2007,
showed $23.3 million in total assets and $123.8 million in total
liabilities, resulting in a $100.5 million total shareholders'
deficit.


AMPEX CORPORATION: Case Summary & 51 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Ampex Corp.
             1228 Douglas Avenue
             Redwood City, CA 94063

Bankruptcy Case No.: 08-11094

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        AFC Holdings Corp.                         08-11095
        Ampex Holdings Corp.                       08-11096
        Ampex International Sales Corp.            08-11097
        Ampex Finance Corp.                        08-11098
        Ampex Data Systems Corp.                   08-11099
        Ampex Data International Corp.             08-11100

Type of Business: The Debtors are licensors of visual information
                  technology.  They have two business segments:
                  Recorders segment and Licensing segment.  Their
                  Recorders segment primarily includes the sale
                  and service of data acquisition and
                  instrumentation recorders (which record data and
                  images rather than computer information), and to
                  a lesser extent mass data storage products.  
                  Their Licensing segment involves the licensing
                  of intellectual property to manufacturers of
                  consumer digital video products through their
                  corporate licensing division.  See
                  http://www.ampex.com

Chapter 11 Petition Date: March 30, 2008

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Matthew Allen Feldman, Esq.
                     (maosbny@willkie.com)
                  Rachel C. Strickland, Esq.
                     (maosbny@willkie.com)
                  Willkie Farr & Gallagher LLP
                  787 Seventh Avenue
                  New York, NY 10019-6099
                  Tel: (212) 728-8000
                  Fax: (212) 728-8111
                  http://www.willkie.com

Debtors' Consolidated Financial Condition:

Total Assets: $26,467,000

Total Debts: $133,602,000

Debtors' Consolidated List of 51 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Hillside Capital Inc.          Loan                  $41,699,022
Attn: Raymond Weldon
Managing Director
405 Park Avenue
New York, NY 10022
Tel: (212) 935-6092

Seaboard Group II              Contingent            $1,348,327
P.O. Drawer 19764              Liability
Raleigh, NC 27619
Tel: (650) 324-3474
Attn: Mr. Amos C. Dawson
Williams Mullen Maupin
Highwoods Tower One
3200 Beechleaf Court
Taylor, PA

Arthur H. Hausman              Trade Debt            $1,194,952
Tel: (650) 324-3474
55 Flood Circle
Atherton, CA 94025

Charles A. Steinberg           Trade Debt            $746,055
Tel: (650) 366-3069
235 Crest Road
Woodside, CA 94062

David. J. Chapman              Trade Debt            $484,549
Tel: (650) 879-0851
P.O. Box 490
Pescadero, CA 94060

Donald V. Kleffman             Trade Debt            $398,839
826 Cathedral Drive
Sunnyvale, CA 94087
Tel: (408) 245-2018

Lois P. Faught                 Trade Debt            $377,999
102 Oakleaf Terrace
Joplin, MO 64801
Tel: (417) 782-5359

Mayme Lee Mitchell             Trade Debt            $354,196
Tel: (480) 275-6980
75 San Fernando Way
San Francisco, CA 94127

Mark L. Sanders                Trade Debt            $346,400
Tel: (650) 851-0495
16075 Skyline Boulevard
Woodside, CA 94062

Robert McAdams, Jr.            Trade Debt            $310,167
75644 Via Cortona
Indian Wells, CA 92210
Tel: (760) 610-1305

Ronald C. Ballintine           Trade Debt            $285,428
7396 Timerrose Way
Roseville, CA 95747
Tel: (916) 782-7405

Anne Andersen                  Trade Debt            $265,077
26810 Ortega Drive
Los Altos, CA 94022
Tel: (650) 948-8181

Donald F. Flanigan             Trade Debt            $177,780

Willis A. Wedel                Trade Debt            $173,588

Max P. Bennett                 Trade Debt            $171,220

David R. Bunker                Trade Debt            $164,000

John L. Porter                 Trade Debt            $156,421

Joel D. Talcott                Trade Debt            $155,800

Ephraim F. Litterman           Trade Debt            $146,337

Philips Services Site PRP      Liability             $135,000
Group

George A. Merrick              Trade Debt            $108,900

Donald F. Bogue                Trade Debt            $102,300

Charles R. Rhind               Trade Debt            $92,407

John E. Trewin                 Trade Debt            $90,400

Jerome Raffel                  Trade Debt            $74,547

Thomas E. Davis                Trade Debt            $58,549

North Weber and Baugh          Trade Debt            $49,888

Robert L. Wilson               Trade Debt            $47,700

David A. Bocchinni             Trade Debt            $43,100

NH Holding Inc.                Trade Debt            $32,509

Heath Wakelee                  Trade Debt            $29,881

Vicki S. Gruber, P.C.          Trade Debt            $28,400

Arrow Electronics              Trade Debt            $25,179

Richard Sirinsky               Trade Debt            $22,948

Mervyn J. Kingsbury            Trade Debt            $19,213

Super Talent Technology Corp.  Trade Debt            $18,000

Martin A. Booye                Trade Debt            $16,899

Kontron                        Trade Debt            $15,768

Warren O'Sullivan              Trade Debt            $15,239

Faye Dell Squyres              Trade Debt            $13,824

Alexander Pizarev              Trade Debt            $13,715

Ralph Mossino                  Trade Debt            $12,013

GE Fanuc Intelligent           Trade Debt            $11,263

Dacks Cable & Harness Inc.     Trade Debt            $10,388

PMA Group, Inc.                Trade Debt            $10,000

Eleanore Larson                Trade Debt            $9,198

Martha Dempster                Trade Debt            $9,152

Ella Mae Ward                  Trade Debt            $7,266

Robert N. Wheeler              Trade Debt            $6,834

Edson W. Montgomery            Trade Debt            $6,112

Harriet Slater                 Trade Debt            $5,984


ASCALADE COMMS: Court OKs Sale of Richmond Property for $8.4 Mil.
-----------------------------------------------------------------
Ascalade Communications Inc. said that in connection with its
protection from creditors under the Companies' Creditors
Arrangement Act (CCAA), the British Columbia Supreme Court granted
an order authorizing and approving the sale of Ascalade's property
located in Richmond, British Columbia for $8.4 million.

The property is currently held by one of Ascalade's wholly owned
subsidiaries. The Richmond property is an approximately
40,000 square foot building that houses Ascalade's corporate
headquarters and its research and product development.  The sale
of the property was to close yesterday, March 31, 2008.  No update
on the sale is available as of press time.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the recovery from the sale of the Company's
factory and equipment in the People's Republic of China, potential
claims from customers and suppliers and the outcome of the Scheme
of Arrangement in Hong Kong.

Deloitte & Touche Inc., in its capacity as monitor of Ascalade,
will continue to work with Ascalade on the restructuring or
winding up of the company.

As reported in the Troubled Company Reporter on March 4, 2008,
Ascalade intended to seek protection from creditors under the
Companies' Creditors Arrangement Act with the British Columbia
Supreme Court.  Ascalade's board of directors has determined that
seeking creditor protection is in the interests of the company,
its creditors, shareholders, employees, customers and other
stakeholders.

The company related that these actions are necessary because of
the company's inability to fund operations to meet customer
demand.  This is as a result of significant operational challenges
due to difficulty hiring and retaining workers, continued labor
and material cost increases, sustained competitive price pressures
and foreign exchange variations impacting the business.

The intent of the CCAA filing was to enable Ascalade to continue
its day to day operations for as long as possible or until its
CCAA status changes.

                About Ascalade Communications Inc.

Based in Richmond, British Columbia, Ascalade Communications Inc.
(TSE:ACG) -- http://www.ascalade.com/ -- is an innovative product  
company that designs, develops and manufactures digital wireless
and communication products.  The company deliver products by
offering its partners and customers complete vertical integration,
from product design and development to final production.  The
company's products include digital cordless phones, Voice over
Internet Protocol phones, digital wireless baby monitors and
digital wireless conference phones. Ascalade products have been
distributed in over 35 countries and under 80 regional brands.  
Ascalade also has facilities in Qingyuan, China, Hong Kong and a
sales office in Hertfordshire, United Kingdom.


ASCALADE COMMS: British Columbia Court OKs $8MM Sale of Property
----------------------------------------------------------------
Ascalade Communications Inc. disclosed that in connection with the
protection from its creditors under the Companies' Creditors
Arrangement Act, the British Columbia Supreme Court granted an
order authorizing and approving the sale of Ascalade's property
located in Richmond, British Columbia, for $8.4 million.

The property is currently held by one of Ascalade's subsidiaries.
The Richmond property is an approximately 40,000 square foot
building that houses Ascalade's corporate headquarters and
its research and product development.  The sale of the property is
expected to close on March 31, 2008.
    
Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the recovery from the sale of the company's
factory and equipment in the People's Republic of China, potential
claims from customers and suppliers and the outcome of the Scheme
of Arrangement in Hong Kong.
    
Deloitte & Touche Inc., in its capacity as monitor of Ascalade,
will continue to work with Ascalade on the restructuring or
winding up of the company.

As reported in the Troubled company Reporter on March 4, 2008,
Ascalade Communications intended to seek protection from
creditors under the Companies' Creditors Arrangement Act with the
British Columbia Supreme Court.  Ascalade's board of directors has
determined that seeking creditor protection is in the interests of
the company, its creditors, shareholders, employees, customers and
other stakeholders.

The company related that these actions were necessary because of
the company's inability to fund operations to meet customer
demand.  This was a result of significant operational challenges
due to difficulty hiring and retaining workers, continued labor
and material cost increases, sustained competitive price pressures
and foreign exchange variations impacting the business.

                About Ascalade Communications Inc.

Based in Richmond, British Columbia, Ascalade Communications Inc.
(TSE:ACG) -- http://www.ascalade.com/ -- is an innovative product   
company that designs, develops and manufactures digital wireless
and communication products.  The company deliver products by
offering its partners and customers complete vertical integration,
from product design and development to final production.  The
company's products include digital cordless phones, Voice over
Internet Protocol phones, digital wireless baby monitors and
digital wireless conference phones. Ascalade products have been
distributed in over 35 countries and under 80 regional brands.  
Ascalade also has facilities in Qingyuan, China, Hong Kong and a
sales office in Hertfordshire, United Kingdom.


ASCENDIA BRANDS: Joseph A. Falsetti Resigns as Executive Chairman
-----------------------------------------------------------------
Joseph A. Falsetti has resigned as executive chairman of Ascendia
Brands Inc. and as a member of its board of directors, effective
March 21, 2008.

Ascendia and Mr. Falsetti have entered into a Separation Agreement
under which Mr. Falsettti agreed to the termination of his
employment agreement entered into on Feb. 12, 2007, and forfeited
rights to certain incentive stock options, in return for mutually
agreed-upon severance payments.

Headquartered in Hamilton, New Jersey, Ascendia Brands Inc.
-- http://www.ascendiabrands.com/-- is a leader in the value and
premium value segments of the health and beauty care products
sector.  In November 2005, Ascendia expanded its range of product
offerings through the acquisition of a series of brands, including
Baby Magic(R), Binaca(R), Mr. Bubble(R) and Ogilvie(R), and in
February 2007 it acquired the Calgon(TM)* and the healing
garden(R) brands.  The company operates two manufacturing
facilities, in Binghamton, New York, and Toronto, Canada.

                 Senior Lenders Waive Default

As reported in the Troubled Company Reporter on Jan. 3, 2008,
Ascendia Brands Inc. reached agreement with its senior lenders
to restructure $160 million first and second lien debt facilities.  
Under the agreement, Ascendia's senior lenders will waive certain
existing covenant defaults and adjust financial covenant levels
through the end of Ascendia's fiscal year ending Feb. 28, 2009.

The TCR reported on Dec. 17, 2007 that Ascendia Brands notified
its senior lenders that it is in default of certain covenants
contained in its first and second lien credit facilities and is
unable to make certain representations and warranties deemed to be
made when drawings are made under its revolving credit facility.


BALLY TOTAL: Commences Cash Distribution to Former Stockholders
---------------------------------------------------------------
Bally Total Fitness Holding Corporation commenced the process to
make an initial cash distribution to former stockholders, in
accordance with the terms of Bally's confirmed chapter 11 plan.
The initial cash distribution is $.31 per share of Old Common
Stock.

Approximately $3.5 million has been reserved by Bally's disbursing
agent, pending disallowance of certain outstanding claims that
were filed in Bally's chapter 11 case.  These reserved funds may
fund a second distribution to holders of Old Common Stock, but
such a distribution is subject to satisfactory resolution of the
outstanding claims.

                   About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates   
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  Bally Total and its affiliates filed for
chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No.
07-12396) after obtaining requisite number of votes in favor of
their pre-packaged chapter 11 plan.  Joseph Furst, III, Esq. at
Latham & Watkins, L.L.P. represents the Debtors in their
restructuring efforts.  As of June 30, 2007, the Debtors had
$408,546,205 in total assets and $1,825,941,54627 in total
liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  On Aug. 13, 2007, they filed an
Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified
Amended Prepackaged Plan.


BANK OF AMERICA: Stable Performance Cues Fitch to Hold Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed Bank of America Commercial Mortgage
Securities 2004-1 as:

  -- $283.9 million class A-1A at 'AAA';
  -- $98.4 million class A-2 at 'AAA';
  -- $100.1 million class A-3 at 'AAA';
  -- $521.9 million class A-4 at 'AAA';
  -- Interest-only class X-C at 'AAA';
  -- Interest-only class X-P at 'AAA';
  -- $31.5 million class B at 'AAA'.
  -- $13.3 million class C at 'AAA';
  -- $29.9 million class D at 'AA+';
  -- $13.3 million class E at 'AA';
  -- $18.2 million class F at 'A+';
  -- $11.6 million class G at 'A-';
  -- $19.9 million class H at 'BBB';
  -- $6.6 million class J at 'BBB-';
  -- $6.6 million class K at 'BB+';
  -- $8.3 million class L at 'BB';
  -- $8.3 million class M at 'BB-';
  -- $3.3 million class N at 'B+';
  -- $3.3 million class O at 'B'.

Class A-1 has been paid in full and Fitch does not rate the
$21.6 million class P.

Affirmations are due to the stable performance and minimal paydown
of the transaction since the last Fitch rating action.  As of the
March 2008 distribution date, the pool has paid down 9.7% to
$1.20 billion from $1.33 billion at issuance.

In total nine loans (9.4%) have defeased, including two (5.4%) of
the top 10 (42.8%) loans.  Currently 36% of the nondefeased loans
are interest only or have interest-only periods.  Scheduled
nondefeased maturities in 2008 and 2009 are 4.5% and 0.7%,
respectively.  The majority of the balance of the nondefeased
loans mature in 2013 (45.5%) and 2014 (26.3%).  The pool's
weighted average coupon mortgage rate is 5.6%.

Nine (4%) loans have been identified as Fitch loans of concern due
to declining occupancy or debt service coverage ratios.  Currently
there are no delinquent or specially serviced loans.

Fitch maintains investment grade credit assessments on two loans
in the trust: the Leo Burnett Building (10%) and the Hines
Sumitomo Life Office Portfolio (8.7%) loans.

The Leo Burnett Building is a 1.1 million square foot class A
office building located in Chicago, Illinois.  Occupancy as of
March 2008 was 100% compared to 98.2% at issuance.

The Hines Sumitomo Life Office Portfolio is secured by three
central business district office buildings containing a total of
1.2 million square feet.  Two of the office buildings are located
in New York, New York, and one is located in Washington, DC.  The
whole loan consists of two senior pari passu notes and one junior
note.  Only the A2 pari passu note is held in the trust.  As of
September 2007, the overall occupancy has remained flat compared
to 97.7% at issuance.

Nine loans (9.3%) mature in 2008 and 2009, of which three loans
(4.1%) are defeased.


BELDEN & BLAKE: Posts $35.3 Million Net Loss in Year Ended Dec. 31
------------------------------------------------------------------
Belden & Blake Corp. reported a net loss $35.3 million on net
operating revenues of $125.7 million for the year ended Dec. 31,
2007, compared with net income of $52.2 million on net operating
revenues of $159.1 million for the year ended Dec. 31, 2006.

The decrease in net operating revenues was due to lower gas sales
revenues of $32.8 million and lower gas gathering and marketing
revenues of $1.0 million.

Derivative fair value gain/loss was a loss of $78.1 million in
2007 compared to a gain of $37.4 million in 2006.  The derivative
fair value gain/loss reflects the changes in fair value of certain
derivative instruments that are not designated or do not qualify
as cash flow hedges, the ineffective portion of crude oil swaps
through Aug. 15, 2005, and the ineffective portion of natural gas
swaps as a result of purchase accounting.  

At Dec. 31, 2007, the company had aggregate long term debt of
$286.4 million, compared with $279.9 million at Dec. 31, 2006.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$774.2 million in total assets, $672.0 million in total
liabilities, and $102.2 million in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $52.9 million in total current
assets available to pay $67.1 million in total current
liabilities.

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?29c5

                       About Belden & Blake

Belden & Blake Corporation -- http://www.beldenblake.com/-- is an  
independent energy company engaged in the exploitation,
development, production, operation and acquisition of oil and
natural gas properties.  The company's operations are focused in
the Appalachian Basin in Ohio, Pennsylvania and New York and in
the Antrim Shale formation in the Michigan Basin.

                           *     *     *

Belden & Blake Corp. 8.75% Senior Secured Guaranteed Global Notes
die 2012 carry Moody's Caa1 rating.  It also carries Moody's Caa1
corporate family rating.


BERNOULLI HIGH: Moody's Junks Ratings on Seven Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded 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.  The notes affected by this rating action are:

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

  -- Prior Rating: Baa3, 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: Ba2, 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: Ba3, 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: B1, 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: B2, 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: Caa1, 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: Caa1, on review for possible downgrade
  -- Current Rating: C

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

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence 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-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.


BRASIL TELECOM: Moody's Reviews 'Ba1' Note Rating for Likely Lift
-----------------------------------------------------------------
Moody's placed on review for possible upgrade the Ba1 rating
assigned to Brasil Telecom S.A.'s $200 million 9.375% structured
Notes due 2014.  The review is a result of the placement on review
for possible upgrade of the Ba1 global scale senior unsecured
rating of Brasil Telecom S.A.

The rating assigned to the structured notes is linked to the
fundamental credit quality of Brasil Telecom S.A., as reflected by
its global local currency rating.  As a result of this linkage,
any further change in that rating may also result in a change in
the rating of the structured notes.

Brasil Telecom S.A., headquartered in Brasília, is an integrated
telecommunications company operating in nine states in the
southern, mid-western and northern regions of Brazil.  In 2007
Brasil Telecom reported consolidated net revenues of
BRL11,059 million or $5,671 million.

The complete rating action is:

  -- $200 million 9.375% structured Notes, Ba1 rating placed on
     review for possible upgrade.


CALPINE CORP: Canadian Monitor Reports Updates on CCAA Proceedings
------------------------------------------------------------------
Ernst & Young, Inc., the monitor of the reorganization proceedings
of Calpine Corporation's affiliates under the Canadian Companies'
Creditors Arrangement Act, reports that Calpine Canada Energy
Finance I ULC, on February 6, 2008,
has completed its distribution and has fully repaid or reserved
for all its third party creditors and all holders of the ULC1
Notes.  ULC1 is currently seeking permission from the Honorable
Madam Justice Romaine of the Court of Queen's Bench of Alberta to
allow for the cancellation of the ULC1 Notes and the discharge
and release of the ULC1 Indenture Trustee.

The Monitor further reports the total recoveries of the CCAA
Applicants, related distributions and payments and the reserves
for unresolved claims, totaled approximately $11,000,000,000,
including $5,100,000,000 in recoveries from claims against the US
Debtors.  The CCAA Applicants distributed $3,500,000,000 to third
party creditors, allowing each CCAA Applicant to fully repay all
resolved third party claims.

The Monitor also relates that:

   (a) $4,700,000,000 in claims were resolved between CCAA
       Applicants;
   
    (b) $1,300,000,000 in distributions have been made in respect
        of claims owing to the US Debtors;
    
    (c) approximately $83,700,000 as a full reserve for
        unresolved claims, which remain outstanding; and
   
    (d) approximately $943,000,000 in capital has been returned
        to the US Debtors.

The Monitor further relates that the CCAA Applicants accumulated
"other recoveries" totaling $980,000,000, with the significant
recoveries comprising:
      
   -- CCNG's collection of a $57,800,000 receivable that was
      factored with a third party;
         
   -- CCRC's repatriation of $251,400,000 in funds from its
      foreign subsidiaries, referred to as the Saltend Proceeds;
   
   -- CCPL's sale of its B Units of the Fund for net proceeds of
      approximately $97,700,000;

   -- CCRC's sale of its ULC1 Notes for net proceeds of
      $403,700,000; and
    
   -- CESCA's recoveries of $75,900,000 comprising the proceeds
      from the sale of natural gas under a call-on-production
      agreement as well as the collection of miscellaneous
      pre-filing accounts receivable.

The CCAA Applicants recovered $5,100,000,000, from the U.S.
Debtors, comprising of:

   -- $1,200,000,000, in claims owing by QCH were repaid on
      or about February 1, 2008, in conjunction with the
      implementation of the U.S. Plan of Reorganization;
   
   -- $3,700,000,000 contribution from QCH to CCEL as part of the
      unwinding of the Hybrid Note Structure;
  
   -- $231,700,000 in net proceeds were received by the CCAA
      Applicants in December 2007 relating to the sale of certain
      claims against the US Debtors.
    
The CCAA Applicants distributed $4,800,000,000, in intercompany
claims owing amongst them.  

The Monitor says that upon the distribution to creditors of ULC2
and CESCA, the amount required to be contributed by CCRC relating
to the ULC2 Shortfall Claim and the CESCA Shortfall Claim totaled
$251,600,000, representing a payment of $19,900,000 to ULC2, and
$231,700,000 to CESCA.

The CCAA Applicants distributed $9,650,000,000, comprising of
$3,500,000,000, with respect to resolved third party claims,
$4,800,000,000, with respect to claims of other CCAA Applicants,  
and $1,300,000,000, in distributions in respect of claims of the
U.S. Debtors.
    
The Monitor says $82,300,000, in claims remain unresolved, of
which $66,600,000, relates to the deferral of the ULC1 guarantee
fee owing to Calpine Corporation.  The Monitor says each of the
CCAA Applicant has withheld sufficient cash as a reserve against
the unresolved claim amounts.

The CCAA Applicants paid $81,700,000, for the purchase of natural
gas as required under the COP Agreements and payment of employee
costs and general and administrative costs.  About $76,000,000
was distributed by CCRC to the U.S. Debtors as part of the
implementation of the Global Settlement Agreement.  Professional
fees and KERP payments total $40,300,000, including an accrual
for professional fees to allow for the completion of these CCAA
proceedings.

In conjunction with the implementation of the U.S. Plan, CCEL
returned to QCH $943,400,000, in capital, comprising of shares
Calpine Corporation common stock that CCEL received from QCH as
part of the unwinding of the Hybrid Note Structure.  CCEL has
accrued an additional costs for future general and administrative
costs to complete these CCAA proceedings.

Approximately $86,100,000, is estimated to be available for the
U.S. Debtors, representing the remaining funds after each CCAA
Applicant has fully reserved for all estimated remaining costs
and unresolved claims, the Monitor says.  Of the $86,100,000
remaining, $48,500,000 is comprised of cash and $37,600,000 of
Calpine Shares.

A full-text copy of the Monitor's Report is available at no cost
at http://bankrupt.com/misc/Calpine_E&Y29thMonitorsReport.pdf

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of January 31, 2008.


CALPINE CORP: Initial Market Capitalization Valued at $8.6 Billion
------------------------------------------------------------------
Calpine Corporation announced that its "Emergence Date Market
Capitalization," calculated pursuant to its amended and restated
certificate of incorporation, was approximately $8,600,000,000.

If, prior to February 1, 2013, Calpine's Market Capitalization
declines 35 percent from the Emergence Date Market Capitalization
and 25 percentage points of ownership change has occurred (for the
purposes of Section 382 of the Internal Revenue Code), Calpine's
Board shall meet to determine whether to impose trading
restrictions in accordance with Article VII of the
amended and restated certificate of incorporation.

The trading restrictions are designed to provide Calpine with the
ability to preserve its net operating losses for tax purposes.

If Calpine's Board of Directors determines to impose such trading
restrictions, Calpine is required pursuant to the amended and
restated certificate of incorporation to promptly announce the
imposition and terms of such trading restrictions.

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of January 31, 2008.


CALPINE CORP: Charles Clark Steps Down as Vice President
--------------------------------------------------------
Charles B. Clark Jr., Calpine Corporation's Senior Vice President
and Chief Accounting Officer, will be leaving the company
effective May 30, 2008, the company said in a press release.  
Calpine said it has initiated a search for Mr. Clark's
replacement.  Mr. Clark will be available to assist in the
transition for a period of time after May 30, 2008.

"I join all of Calpine's employees in feeling pride in having
participated in Calpine's reorganization and emergence from the
two-year Chapter 11 process," Mr. Clark said.  "We have also
completed the centralization of the accounting function in
Houston under a top-notch accounting leadership team.  I am very
optimistic about Calpine's future prospects, and after nine years
as the Company's Chief Accounting Officer, I will be leaving with
fond memories of my time at Calpine.  I extend my best wishes to
the reorganized Calpine and its fantastic employees.

"I want to thank Chuck for his many years of service to Calpine
and for being an important member of our team.  We will miss him
and wish him the very best with his new endeavors," said Lisa
Donahue, Executive Vice President and Chief Financial Officer for
Calpine.

Bringing more than 20 years of domestic and international
financial experience to Calpine, Mr. Clark joined the company in
1999.  Prior to joining Calpine, Mr. Clark was the CFO of Hobbs
Group, LLC.  He holds a master's degree in business
administration from Harvard Graduate School of Business
Administration and a bachelor of science degree in mathematics
from Duke University.

In a regulatory filing with the Securities and Exchange
Commission, Calpine disclosed that Mr. Clark will be entitled to
severance benefits under the Calpine Corporation Change in
Control and Severance Benefits Plan, which was adopted effective
January 31, 2008.  He will also continue to be eligible to
participate in the company's Emergence Incentive Plan.

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of January 31, 2008.


CARDIMA INC: To Restate Financial Statements Due to Errors
----------------------------------------------------------
Cardima Inc. said in a regulatory filing with the Securities and
Exchange Commission dated March 26, 2008, that the company's Board
of Directors have determined that its previously issued financial
statements for the three-month period ended June 30, 2007, on Form
10-QSB as filed with the Commission on Aug. 30, 2007, should no
longer be relied upon as a result of incorrect accounting for
certain non-cash debt extinguishment.

The company said that this had the effect of understating the
company's net loss attributable to common stockholders by
approximately $21.7 million.  

As originally filed, the company reported net income of $4,367,000
for the three months ended June 30, 2007, and a net loss of
$2,657,000 for the six months ended June 30, 2007.  As restated
for the three and six months ended June 30, 2007, net loss were
$17.4 million and $27.2 million, respectively.

The company's Board also has determined that its previously issued
financial statements for the three-month periods ended March 31,
2006, June 30, 2006, Sept. 30, 2006, March 31, 2007, Sept. 30,
2007, and the year ended Dec. 31, 2006, should no longer be relied
upon as a result of the company's determination that it had
incorrectly accounted for the non-cash extinguishment of debt and
commitment of unauthorized shares.

All incorrect accounting related to the restructuring of certain
of the company's debt obligations.  On June 7, 2007, Apix
International Limited, a lender to the company, converted all of
its debt and warrants into 88,000,000 shares of common stock of
the company.  As a result, $46,000,000 was credited to shareholder
equity on the company's balance sheet.  That amount included
$35,000,000 for the conversion of the shares and $11,000,000 for
the reversal of the authorized share liability at June 30, 2007.

The company said the misstatement had the effect of understating
the company's net loss for the relevant reporting periods:

  Period                 As Reported    Restatement  As Restated
  ------                 -----------    -----------   -----------
  Year Ended 12.31.06    $ 9,533,000     $1,394,000   $10,927,000
  Thru Sept. 30, 2007    $12,631,000    $17,451,000   $30,082,000

                        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.


CATHOLIC CHURCH: Century Amends Objection to Disclosure Statement
-----------------------------------------------------------------
Century Indemnity Company, as successor to CCI Insurance Company
and Insurance Company of North America, informs the U.S.
Bankruptcy Court for the Southern District of Iowa that since the
filing of its objection to the Diocese of Davenport's Disclosure
Statement, Century Indemnity has become aware of the decision in
Safeco Ins. Co. of America v. Farmland Indus., Inc. (In re
Farmland Indus., Inc.), 296 B.R. 793 (8th Cir. BAP 2003).

Richard K. Updegraff, Esq., at Brown, Winick, Graves, Gross,
Baskerville & Schoenebaum PLC, in Des Moines, Iowa, relates that
in Farmland, the 8th Circuit of the Bankruptcy Appellate Panel
rejected reliance on In re Federal Mogul Global, Inc., 300 F.3d
368 (3rd Cir. 2002).  

In its initial objection filed with the Court, Century Indemnity
relied on the Federal Mogul decision in its objection to the
Disclosure Statement.

Mr. Updegraff explains that Federal Mogul involved a situation
where there was no indemnity agreement and no guarantor or
suretyship relation, unlike Century Indemnity's position in the
bankruptcy case as an insurer to a non-debtor.  In Farmland,
however, there was an express suretyship relationship between a
debtor and its surety bond issuer.

"While the BAP decision in Farmland is not controlling precedent,
it is a significant jurisdictional ruling," Mr. Updegraff says.  
He points out that had Century Indemnity been aware of Farmland,
the BAP decision would have been cited and dealt with it in the
Objection.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The hearing on the adequacy of Davenport's
disclosure statement explaining its reorganization plan commenced
on March 5, 2008.  (Catholic Church Bankruptcy News, Issue No.
119; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks May Employ CSG as Special Counsel
------------------------------------------------------------
Donald J. Kettler, sole Director of the Catholic Bishop of
Northern Alaska, and bishop of the Diocese of Fairbanks, obtained
authority from the U.S. Bankruptcy Court for the District of
Alaska to employ Cook, Schuhmann & Groseclose, Inc., nunc pro
tunc to the bankruptcy filing, as special litigation counsel to
represent the Diocese's interests with respect to certain
prepetition litigation matters.

As reported in the Troubled Company Reporter on March 11, 2008,
Prior to the bankruptcy filing, CSG represented the Diocese in
pending civil actions in various courts in the state of Alaska.  
Hence, Bishop Kettler says, CSG is intimately familiar with the
issues in the Litigation Cases.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Michael R. Mills, Esq., of Dorsey &
Whitney LLP serves as the Debtor's local counsel and Cook,
Schuhmann & Groseclose Inc. as its special counsel.  Judge Donald
MacDonald, IV, of the United States Bankruptcy Court for the
District of Alaska presides over Fairbanks' Chapter 11 case.  The
Debtor's schedules show total assets of $13,316,864 and total
liabilities of $1,838,719.   The church's exclusive plan filing
period expires on June 29, 2008.  (Catholic Church Bankruptcy
News, Issue No. 119; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Amends Motion to Hire Keegan Linscott
----------------------------------------------------------------
Donald J. Kettler, sole director of the Catholic Bishop of
Northern Alaska, and bishop of the Diocese of Fairbanks, filed
with the U.S. Bankruptcy Court for the District of Alaska an
amended application to employ Keegan, Linscott and Kenon, P.C.,
as Fairbanks' accountants and financial consultants, nunc pro
tunc to the bankruptcy filing.

Bishop Kettler relates that Keegan Linscott's retainer, which
would have been applied to prepetition fees and costs, did not
reach the firm prior to the bankruptcy filing due to certain bank
errors during the transfer of the funds.  He further relates that
t