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

            Friday, April 4, 2008, Vol. 12, No. 80

                             Headlines

ABACUS 2006-12: Poor Credit Quality Cues Moody's to Lower Ratings
ACE LIMITED: Fitch Assigns Neg. Outlook for 2 Units' Low Ratings
ADAM AIRCRAFT: Court Appoints DoveBid to Manage Sale of Assets
ALLIANCE ONE: Completes Asset Sale to Pasal Dev't for $7.6 Mil.
ALLIED DEFENSE: BDO Seidman Expresses Going Concern Doubt

ALOHA AIRLINES: Puts Up Another Division for Sale
ALOHA AIRLINES: AMA Says Revenue from Aloha is Fraction of Total
ALPHA NATURAL: $100MM Facility Raise Cues Moody's to Lift Ratings
ALPHA MEZZ: Moody's Chips Notes Ratings, Puts it Under Review
AMERICAN LAFRANCE: Three Parties Respond to Asset Sale Motion

AMERICAN AXLE: Moody's Puts Ba3 Corp. Family Rating Under Review
AMERICAN HOME: Credit Support Erosion Cues S&P's Default Ratings
AMP AA: Moody's Chips Ratings on $9MM Notes to Ca from Caa3
ARTISTDIRECT INC: Appoints Jon Diamond Chairman of the Board
ASSOCIATED ESTATES: Extends Maturity Date of Credit to March 2011

ATA AIRLINES: Files Chapter 22 Petition in Indiana
ATA AIRLINES: Case Summary & 20 Largest Unsecured Creditors
ATA AIRLINES: Pilots Blast Late-Night Decision to Cease Operations
ATHERTON-NEWPORT: Case Summary & 20 Largest Unsecured Creditors
BAKER STREET: Fitch Puts 11 Note Ratings on Negative Watch

BEAR STEARNS: Collapse May Affect Financial System, Bernanke Says
BERNOULLI HIGH: Moody's Junks Rating on $14MM Sr. Income Notes
BERTHEL GROWTH: McGladrey & Pullen Expresses Going Concern Doubt
BLACK DIAMOND: Section 341(a) Meeting Scheduled April 14
BUILDERS FIRSTSOURCE: S&P Puts 'B+' Rating Under Negative Watch

BUILDING MATERIALS: S&P Chips Corp. Credit Rating to B+ from BB-
C-BASS MORTGAGE: Moody's Junks Ratings on Seven Cert. Classes
CASA DE CAMBIO: Section 341(a) Meeting Scheduled April 16
CASA DE CAMBIO: Can Hire Shaw Gussis Fishman as Bankruptcy Counsel
CATHOLIC CHURCH: Fairbanks Trustee Wants Panel Appointment Sealed

CEC BUILDING: Case Summary & Largest Unsecured Creditor
CELL THERAPEUTICS: Stonefield Josephson Raises Going Concern Doubt
CENTERSTAGING: Section 341(a) Meeting Scheduled April 21
CENTERSTAGING CORP: Receives Notice of Default from Grand Pacific
CHARTERHOUSE BOISE: Disclosure Statement Hearing to Continue May 7

CHILDREN'S DENTAL: Voluntary Chapter 11 Case Summary
CIT GROUP: Halts Student-Lending Biz to Ease Indebtedness
CITIGROUP MORTGAGE: S&P Junks Ratings on Three Loan Classes
CLASS V FUNDING: Moody's Junks Rating on $15MM Preference Shares
CLEAR CHANNEL: Extends Expiration of Tender Offers to April 11

CLIFTON STREET: Fitch Puts Class H BB+ Rating on Negative Watch
CLST HOLDINGS: Earns $26.3 Million in Year Ended Nov. 30
COLLEZIONE EUROPA: Gets Nod to Employ Trenk DiPasquale as Counsel
COLLEZIONE EUROPA: Taps J.H. Cohn LLP as Accountant
COLUMBUS PARK: S&P Assigns Preliminary 'BB' Rating on $13MM Notes

CONSOLIDATED COMMS: Paying Dividend of $0.38738 Per Share on May 1
CORNERSTONE TECH: No Assets to Liquidate for Creditor Recovery
COUNTRYWIDE FINANCIAL: Lambasted by Obama About Mortgage Crisis
CP & L: Case Summary & 19 Largest Unsecured Creditors
CRISTAL INORGANIC: Moody's Holds B2 Rating; Change Outlook to Neg.

CYGNAL TECH: Advances in Plan of Arrangement and Reorganization
DAVID EKSTEDT: Case Summary & 19 Largest Unsecured Creditors
DELTA AIR: Flight Attendants' Union Voting Starts April 23
DELTA WOODSIDE: Wants GMAC to Put $1.7MM Cash Collateral in Escrow
DELPHI CORP: Ex-Parent GM May Assume More Pension Liabilities

DIRECTV GROUP: 48% of Stock Now Owned by Liberty Media
DIVERSIFIED PRODUCTS: Case Summary & 20 Largest Unsec. Creditors
DORSET STREET: Fitch Puts 'BB+'-Rated Class H Notes on Neg. Watch
FEDDERS CORP: Panel Formally Files $150MM Lawsuit Against Lenders
FEDDERS CORP: Court Extends Plan-Filing Period to April 14

FISHER COMMS: Taps J. Lovejoy as Acting Chief Financial Officer
FORD MOTOR: Balks at CIT Adequate Protection Payment Demands
FORT DEARBORN: Moody's Cuts Rating to Ba1 from Baa2 on $25MM Notes
FULTON LAND: Section 341(a) Meeting Scheduled for May 6
GEA SEASIDE: Section 341(a) Meeting Scheduled for April 7

GENERAL MOTORS: May Assume More Delphi Corp. Pension Liabilities
GIBRALTAR INDUSTRIES: Moody's Cuts Ratings; Retains Stable Outlook
GLOWPOINT INC: Amper Politziner Expresses Going Concern Doubt
GMAC LLC: Ray G. Young Joins Board of Directors of GMAC Financials
GROUP 1: Weakening Leverage Prompts Moody's Rating Review

HANOVER STREET: Fitch Puts 'BB+'-Rated Notes on Negative Watch
HAVEN HEALTHCARE: Secured Lender Says DIP-Related Report is Untrue
HERBST GAMING: Warns of Bankruptcy Filing Over Debt Default
HERBST GAMING: Deloitte & Touche Raises Going Concern Doubt
HERBST GAMING: Going Concern Financial Cues S&P to Revise Watch

HILLEN MANAGEMENT: Voluntary Chapter 11 Case Summary
HOMEBANC MORTGAGE: To Sell $10 Million in Unpaid Mortgage Loans
INDYMAC MORTGAGE: Fitch Chips Ratings on $478.1MM Certificates
INFE HUMAN: Miller Ellin Raises Substantial Going Concern Doubt
INTEREP NATIONAL: Gets Initial OK to Use $25 Million DIP Facility

ISCHUS SYNTHETIC: Poor Credit Quality Cues Moody's Rating Review
JACK WILSON: Case Summary & 17 Largest Unsecured Creditors
JD INVESTMENT: Section 341(a) Meeting Scheduled for April 17
JED OIL: Has Until May 15 Satisfy Obligation in $32 Million Credit
JUPITER HIGH-GRADE: Moody's Places Ratings Under Review

JUPITER HIGH-GRADE: Moody's Junks Rating on $23.75MM Class F Notes
KENT FUNDING: Moody's Slashes Rating to Caa1 on $3.1MM Notes
KNOLLWOOD CDO: Moody's Cuts Rating to Caa2 on $16.5MM Notes
KRATON POLYMERS: Moody's Cuts CFR to B2; Puts Rating Under Review
LANDRY'S RESTAURANTS: Hires Cowen and Company as Financial Advisor

LANDRY'S RESTAURANTS: Posts $6MM Net Loss in Quarter ended Dec. 31
LEVITZ FURNITURE: 11 Landlords Demand Payment of $522,221 Rent
LIBERTY MEDIA: Raises Stake Ownership in DIRECTV to 48%
LIBERTY MEDIA: Fitch Says DirecTV Deal Won't Affect 'BB' Ratings
LINDA LUNDSTROM: Assets Bought by Eleventh Floor Apparel

LK&K LLC: Voluntary Chapter 11 Case Summary
LONGSHORE CDO: Moody's Downgrades Ratings on Five Note Classes
LONGSHORE CDO: Moody's Junks Ratings on Two Note Classes
LOUISIANA RIVERBOAT: Section 341(a) Meeting Scheduled for April 9
LUCHT'S CONCRETE: Section 341(a) Meeting Scheduled for Apr. 10

MAIN AUTO: Case Summary & 20 Largest Unsecured Creditors
M. JORJEZIAN: Voluntary Chapter 11 Case Summary
MADILL EQUIPMENT: Court Appoints RSM Richter as Interim Receiver
MARATHON STRUCTURED: Moody's Puts Ba2 Rating Under Review
MASSEY ENERGY: Court Reverses $76MM Judgment in Harman Mining Case

MATHIS PARTNERS: Case Summary & Two Largest Unsecured Creditors
MAXIM HIGH: Moody's Places Low-B Ratings Under Review
MCC PROCEEDS: Court Sets April 24 as Claims Bar Date
MECHANICAL TECHNOLOGY: PwC Expresses Going Concern Doubt
MERRILL LYNCH: Moody's Chips Ratings on Nine Certificates Classes

MID OCEAN: Moody's Slashes Ratings to Caa1 on Two Note Classes
MIRAMAR VIEW: Voluntary Chapter 11 Case Summary
MKP CBO: Poor Credit Quality Cues Moody's Rating Downgrades
MMM HOLDINGS: Moody's Retains Ratings Under Review
MONTAUK POINT: Moody's Junks Ratings on $4 Million Class G Notes

MOTOR COACH: S&P Cuts CCC Rating to CCC-; Removes Negative Watch
MOVIE GALLERY: Consolidates Additional Store Operations
NATCHEZ HOSPITAL: Governor Barbour Approves Chapter 9 Filing
NETBANK INC: Wants Exclusive Plan Filing Period Moved to April 21
NEWARK GROUP: Poor Earnings Prompt S&P to Place Negative Watch

NEW YORK RACING: Gets Extra $9,000,000 from New York State
NEW YORK RACING: Court OKs Partial Fees for Weil Gotshal, et al.
NOVASTAR FINANCIAL: Deloitte & Touche Raises Going Concern Doubt
ORIENT POINT: Poor Credit Quality Cues Moody's Rating Downgrades
OXFORD STREET: Fitch Puts 'BB+' Note Rating on Negative Watch

OWENS CORNING: Asks Court to Clarify Unclaimed Funds Provisions
OWENS CORNING: Reserves $36 Million for Remaining Claims
OWENS ILLINOIS: Moody's Lifts Corp. Family Rating to Ba3 from B2
PINETREE CDO: Moody's Chips Rating on $18MM Notes to Ba3 from Baa2
POE COMPANIES: Faces $100 Mil. Civil Case Filed by Florida's DFS

POLY-PACIFIC INT'L: Adds Ivor Cura to Advisory Board of Directors
POLYMER GROUP: Net Loss Rises to $41MM in Year ended December 29
POWER EFFICIENCY: Sobel & Co Expresses Going Concern Doubt
PPT VISION: Posts $414,000 Net Loss in First Quarter Ended Jan. 31
PRB ENERGY: AMEX Says Sustained Losses Cue Securities Delisting

QMED INC: Amper Politziner Expresses Going Concern Doubt
QUEBECOR WORLD: Court Approves Purchase of $12 Million Aircraft
QUEBECOR WORLD: Loses Catalog Deal; May Lose Parent Business
QUEBECOR WORLD: 517,184 Preferred Shares for Conversion on June 1
QUEBECOR WORLD: AEP & Piedmont Seek Payment of Deliveries

REGENT STREET: Fitch Puts Ratings on Nine Notes on Negative Watch
RIVER NORTH: Moody's Puts Ca Rating on $14.25 Million Notes
SCO GROUP: Gives Up Chapter 11 Plan; Lender to Buy Assets
SCOTT FERGUS: Seeks Protection Under Chapter 7
SIMPLON BALLPARK: Section 341(a) Meeting Scheduled for Apr. 10

SINGA FUNDING: Moody's Lowers Ratings to Ca on Three Cert. Classes
SONIC CORP: February 29 Balance Sheet Upside-Down by $109 Million
SONICBLUE INC: Ch. 11 Trustee, Panel File Disclosure Statement
SOUTH COAST: Moody's Cuts Baa3 Rating to Caa2 on $35MM Cl. C Notes
STEDMAN LOAN: Completed Wind-Up Cues Fitch to Withdraw Ratings

STOMP PORK: Files for Bankruptcy Protection in Canada
STRUCTURED ASSET: S&P Cuts Ratings to D from CCC on Two Classes
SUGAR HILL: Section 341(a) Meeting Scheduled for April 10
SUPERCONDUCTOR TECH: Stonefield Expresses Going Concern Doubt
SUSQUEHANNA AREA: Fitch Affirms 'BB+' Rating on $55.7MM Bonds

SYDNEY STREET: Fitch Puts Note Ratings on Negative CreditWatch
SYNAGRO TECHNOLOGIES: Weak Performance Cues S&P to Cut Ratings
SYZYGY ENTERTAINMENT: Moore & Assoc. Raises Going Concern Doubt
TEEVEE TOONS: U.S. Trustee Appoints Five-Member Creditors Panel
TERM CDO: Moody's Junks Ratings on Two Floating Rate Note Classes

TEXHOMA ENERGY: GLO CPAs Expresses Going Concern Doubt
THEGLOBE.COM INC: Rachlin LLP Expresses Going Concern Doubt
TIAA STRUCTURED: Moody's Junks Ratings on $17.25 Million Notes
TOURMALINE CDO: Moody's Places Ba1 Rating Under Review
TOUSA INC: Allowed to Employ Ernst & Young as Auditor

TOUSA INC: Can Hire Lazard as Fin'l Advisor & Investment Banker
TRAINER WORTHAM: Moody's Cuts Rating to Ca from B2 on $23MM Notes
TRIAD GUARANTY: Fitch Slashes LT Issuer Rating to BB- from A-
VENTURES I: Moody's Cuts Rating to B3 from Ba1 on $20MM Notes
VERDE CDO: Moody's Lowers Ratings and Retains Under Review  

VERTIS INC: Deloitte Raises Going Concern; Hires Lazard as Advisor
VICORP RESTAURANTS: Files for Chapter 11 Protection in Delaware
VICORP RESTAURANTS: Case Summary & 21 Largest Unsecured Creditors
VIKING DRILLING: Section 341(a) Meeting Scheduled for April 10
VILLAGE HOTEL: To Sell Las Vegas Asset While in Bankruptcy

WHATELY CDO: Moody's Lowers Rating to B2 on Three Note Classes
WORLD HEART: Burr Pilger Expresses Going Concern Doubt
ZWIRN HOLDINGS: SEC Probes Manager's Move to Form New Hedge Fund

* Fitch Performs A Vintage Analysis of 1999 US CMBS
* Fitch Expects 700 MHz To Modestly Affect Wireless Operators
* Fitch Says Equity REIT Liquidity is Adequate But Weakening
* Fitch Says US ABS Securities Delinquencies Dropped in February
* Fitch Says Housing-And-Consumer-Led Downturns Will Slow Growth

* Fitch Says Natural Gas Shortage Threatens Argentine Pipelines
* Fitch Says US Auto Asset-Backed Securities Dropped in March
* Moody's Median for Non-Profit Hospitals Shows Sound Liquidity
* Moody's Says Some Municipal Debt Issuer May Face Rtng. Pressures
* S&P Lowers Ratings on 17 Tranches From Cash Flow and Hybrid CDOs

* Housing Groups Urges Congress and Administration to Lift Ban

* Beard Group Launches Intellectual Property Prospector

* BOOK REVIEW:Building American Cities: The Urban Real Estate Game

                             *********

ABACUS 2006-12: Poor Credit Quality Cues Moody's to Lower Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ABACUS 2006-12, Ltd.:

* Class Description: $95,000,000  * Class A-1 Floating Rate
   Notes, Due 2038

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

* Class Description: $44,900,000  * Class A-2 Floating Rate
   Notes, Due 2038

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

* Class Description: $20,100,000  * Class B Floating Rate Notes,
   Due 2038

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

* Class Description: $37,500,000  * Class C Floating Rate Notes,
   Due 2038

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

* Class Description: $8,750,000  * Class D Floating Rate Notes,
   Due 2038

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

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


ACE LIMITED: Fitch Assigns Neg. Outlook for 2 Units' Low Ratings
----------------------------------------------------------------
Fitch Ratings placed two ACE Limited ratings on Negative Outlook:

   -- Century Indemnity Company
      IFS at 'B-'.

   -- Century Reinsurance Company
      IFS at 'CCC+'.

Fitch Ratings also upgraded the ratings of Combined Insurance
Company of America and its New York subsidiary Combined Life
Insurance Company of New York to 'AA-' from 'A' following their
purchase by ACE Limited from Aon Corporation for $2.56 billion.  
The Rating Outlook is Stable.

The rating action reflects Fitch's view that the acquired entities
are core operations to ACE's global operations.  Fitch anticipates
that CICA's and CLICNY's financial and business profile benefits
being owned by a very strong owner with a long term, global
strategy centered on underwriting insurance risks.  The improved
strategic position and affiliation with ACE more than offsets the
reduction in capitalization at CICA that has occurred with the
sale.  CICA's reported statutory capital and surplus has declined
from $934 million at year-end 2007 to a pro forma $426 million due
a special one-time dividend to Aon and the sale of a former
subsidiary, Sterling Life Insurance Company, to Munich Re.

Fitch anticipates that CICA and CLICNY will be able to complement
ACE's international distribution capabilities and further expand
its growing international operations.  CICA and CLICNY have
historically generated strong operating margins, and there will be
some opportunity to improve these margins through expense
activities over the next several quarters.

CICA and CLICNY sell individual life, health and disability
products to rural and medium income target markets domestically,
as well as in Canada, parts of Europe, Australia and Asia.

ACE is one of the world's largest insurers providing a mix of P&C,
Life, A&H and reinsurance products.  Headquartered in Bermuda, ACE
provides a diversified range of products and services to clients
in nearly 50 countries around the world.

Aon's ratings are not impacted by the sale of CICA and CLICNY.
Fitch has upgraded these ratings with a Stable Rating Outlook:

Combined Insurance Company of America
  -- Insurer financial strength to 'AA-' from 'A'.

Combined Life Insurance Company of New York
  -- Insurer financial strength to 'AA-' from 'A'.

Fitch has these ratings for ACE Limited with a Stable Outlook:

ACE Limited
  -- Issuer Default Rating at 'A+';
  -- $575 million preferred stock at 'A-'.

ACE INA Holdings Inc.
  -- IDR at 'A+';
  -- $100 million senior debentures due 2029 at 'A';
  -- $500 million senior notes due 2014 at 'A';
  -- $500 million senior notes due 2017 at 'A';
  -- $300 million senior notes due 2036 at 'A';
  -- $300 million senior notes due 2018 at 'A'.

ACE Capital Trust II
  -- $300 Capital Securities due 2030 at 'A-'.

ACE American Insurance Company
ACE Bermuda Insurance Limited
ACE Fire Underwriters Ins. Company
ACE Indemnity Insurance Company
ACE Insurance Company of the Midwest
ACE Property and Casualty Insurance Company
ACE Tempest Reinsurance Limited
Atlantic Employers Insurance Company
Bankers Standard Fire & Marine Company
Bankers Standard Insurance Company
Illinois Union Insurance Company
Indemnity Insurance Company of North America
Insurance Company of North America
Pacific Employers Insurance Company
Westchester Fire Insurance Company
Westchester Surplus Lines Insurance Company
  -- Insurer Financial Strength Ratings (IFS) at 'AA-'.

Fitch also withdraws ACE Insurance Company of Illinois due to its
merger with another ACE entity as of Dec. 31, 2007.


ADAM AIRCRAFT: Court Appoints DoveBid to Manage Sale of Assets
--------------------------------------------------------------
The United States Bankruptcy Court in Colorado appointed
GoIndustry-DoveBid to manage the piecemeal liquidation of Adam
Aircraft Industries, Inc., in the event the Debtor fails to
receive acceptable bids for substantially all of its assets.  
GoIndustry-DoveBid provides capital asset management and valuation
services.

Founded in 1998, Adam Aircraft designed and manufactured a family
of innovative general aviation aircraft, including the centerline
thrust, twin-engine A500, and the A700 twin-engine very light jet.
The A500 aircraft has been Type Certified by the FAA; and the
A700, at the time of bankruptcy filing, was undergoing flight test
and development with certification anticipated in late 2008.

The company used computer-aided design, rapid prototyping,
advanced manufacturing techniques, and carbon composite materials
to produce high-performance aircraft at attractive prices.

Operations of the Colorado facilities were suspended in February
2008.  The company employed approximately 800 skilled workers and
engineers.

The company was offered as an Enterprise Sale with bids in excess
of $10 million due April 3, 2008.  If an acceptable bid is
not received, assets will be sold in a Webcast/Online auction
conducted live in Englewood, Colorado and over the Internet at
http://www.dovebid.com/on April 30 and May 1, 2008, beginning at  
9:00 a.m., Mountain Time each day.

The company has yet to release results of Thursday's bidding
deadline.
   
The multi-million dollar absolute auction will feature more than
1,500 lots; and all material will be sold, GoIndustry-DoveBid
said.  Featured assets include Aircraft, Engines, Avionics, Parts
Inventory, Heavy Machinery, Tooling, Ovens, QC and Inspection
Equipment, Interiors, Raw Material, GSE, and hundreds of Complete
Workstations, Servers and IT Equipment.  

The Intellectual Property is also available for sale to a party
who will want to continue the development of this well designed
aircraft.  Participants may attend in person or bid online.
Detailed preview information, asset catalog, and online bidding
instructions are available at http://www.dovebid.com/
   
"We are pleased to have been chosen by the trustee to conduct the
sale of the assets from Adam Aircraft, a premier aircraft
manufacturer," David Weiss - director of business development,
GoIndustry-DoveBid.  GoIndustry-DoveBid is ideally positioned to
assist companies in selling surplus assets for maximum market
value to an extensive network of global buyers."

Airlines, OEM's, and Global 2000 companies recognize the
tremendous value in this service and utilize GoIndustry-DoveBid to
sell their surplus equipment.  Bidders from over 20 countries bid
on assets located in the United States, United Kingdom, and Europe
every month in the Aviation Equipment Exchange.

                      About Adam Aircraft

Denver, Colorado-based Adam Aircraft Inc., aka Adam Aircraft
Industries -- http://www.adamaircraft.com/-- designs and    
manufactures advanced aircraft for civil and government markets.  
The A500 twin-engine piston aircraft has been Type Certified by
the FAA, and the A700, which is currently undergoing flight test
and development.  

The Debtor filed for chapter 7 liquidation on Feb. 15, 2008, with
the U.S. Bankruptcy Court in Colorado after failing to secure
financing.  It also laid off 800 workers and listed assets between
$1 million and $10 million, and debts between $50 million and $100
million.


ALLIANCE ONE: Completes Asset Sale to Pasal Dev't for $7.6 Mil.
---------------------------------------------------------------
Alliance One International, Inc. completed the sale of certain
real property owned by its wholly owned subsidiary Alliance One
ESS to Pasal Development SA, an unaffiliated third party.  The
cash proceeds from the transaction are approximately $7.6 million,
of which $4.5 million will be recorded as a net gain on sale of
assets.

Additionally, the company disclosed that in March 2008, the
company completed the sale of the two remaining real properties
owned by its discontinued wool operations.  These French
properties were the subjects of separate sales agreements that had
been pending governmental approval.  The net cash proceeds from
these sales are approximately $11.6 million.

"The sale of the Greek and wool assets are consistent with the
company's committed focus on strategically identifying and
pursuing cost savings while right-sizing our global footprint,"
Pete Harrison, the company's Chief Executive Officer, stated.

Based in Morrisville, North Carolina, Alliance One International
Inc. (NYSE: AOI) -- http://www.aointl.com/-- is a leaf tobacco   
merchant.  The company has worldwide operations in Argentina,
Bangladesh, Brazil, Bulgaria, Canada, China, France, Philippines,
Malaysia, and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on March 19, 2008,
Standard & Poor's Ratings Services revised its rating outlook on
Alliance One International Inc. and its wholly owned subsidiary,
Intabex Netherlands B.V., to stable from negative.  At the same
time, the ratings on the Morrisville, North Carolina-based
company, including the 'B+' corporate credit rating, were
affirmed.


ALLIED DEFENSE: BDO Seidman Expresses Going Concern Doubt
---------------------------------------------------------
BDO Seidman LLP raised substantial doubt about the ability of The
Allied Defense Group, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm reported that in 2007 and 2006 the company
suffered losses from operations.  Also, in January and February
2008, the banking group of the company's key subsidiary sent
notifications to the company of their intentions to terminate the
credit facilities.  Subsequently, in March 2008, the members of
the banking group notified the company of their intentions to
continue with the credit facility contingent upon the resolution
of additional requirements.

The company related that it faced serious liquidity challenges in
2007 mainly resulting from the reduction of revenues and
significant operating losses at its MECAR subsidiary, the
financing costs associated with registration delay penalties and
interest premiums paid to the holders of its Convertible Notes,
legal and restructuring costs associated with alleged events of
default with the convertible note holders and with the issuance of
new convertible notes in June and July 2007, operational
restructuring activities at its MECAR and NSM subsidiaries to
reduce the fixed cost base of those operations, and the funding of
continuing operating losses at several of the company's smaller
US-based subsidiaries.  The downturn in the MECAR business
resulted from lack of replenishment orders from MECAR's largest
customer after the completion of a large multi-year contract in
early 2005.  In fiscal year 2006 and in the first nine months of
2007, MECAR incurred significant operating losses and used its
cash balances and credit facilities to fund these losses.

The net loss from continuing operations before income taxes was
$43,897,000 for the year ended December 31, 2007 as compared to
$30,039,000 for the comparable period in 2006.

In general, after adjusting for these non-recurring charges, the
company continued to sustain losses at the 2006 level because of
reduced revenues.

The company posted a net loss of $21,278,000 on total revenues of
$55,618,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $41,097,000 on total revenues of $87,015,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $160,251,000
in total assets, $114,596,000 in total liabilities and $45,655,000
in stockholders' equity.  

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

                       About Allied Defense

The Allied Defense Group, Inc., (AMEX: ADG) --
http://www.allieddefensegroup.com -- is a diversified,  
multinational portfolio of defense and security businesses.
Through its two primary segments, Ammunition & Weapons Effects and
Electronic Security it specializes in delivering sophisticated
defense and security solutions for government and commercial
requirements worldwide.


ALOHA AIRLINES: Puts Up Another Division for Sale
-------------------------------------------------
Aloha Airgroup Inc., dba Aloha Airlines Inc., which sold its Cargo
Division to Seattle-based Saltchuk Resources Inc. for $13 million,
is selling another division -- Contract Services, The Associated
Press reports.  AP says that the Contract Services Division with
about 1,200 workers, mostly from Hawaii, is healthy and remains
unaffected by Aloha Airlines' closure.

Aloha Airlines' Contract Services Division gives ground support to
other airline operators, and offers customer services, like
baggage handling and ticketing, to international airlines that fly
to Hawaii, AP relates.  Among the clients of Contract Services
Division are UAL Corporation, ATA Airlines Inc., and airlines from
Japan, Korea and China, AP adds.

The Debtor is searching for interested buyer in order to pool "a
little bit of money," AP quotes Aloha CEO David Banmiller as
saying.

                     Sale of Cargo Division

As reported in the Troubled Company Reporter on March 31, 2008,
Saltchuk, the new owner of the Debtor's Cargo Division, intends to
retain as many as 300 employees in the division.  Saltchuk,
however, did not engage Aloha in talks about taking over the
bankrupt airlines' passenger business.

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

                       About Aloha Airlines

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

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

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


ALOHA AIRLINES: AMA Says Revenue from Aloha is Fraction of Total
----------------------------------------------------------------
AeroMechanical Services Ltd., a large supplier of Aloha Airlines
Inc., disclosed that while its actual financial exposure to
bankrupt Aloha Airlines Inc. is yet unknown, the revenues it
derived from Aloha amounted to a small portion of its total
revenues.

AMA learned via a press release on March 20, 2008, that Aloha
Airlines filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Hawaii.  A subsequent press
release announced that Aloha was ceasing passenger operations
after March 31, 2008 but plans to continue operating its cargo
operations as well as special operations while the U.S. Bankruptcy
Court seeks bids from potential buyers.

AMA disclosed that its financial exposure to this turn of events
in the airline industry is difficult to fully determine as the
formal plans for the entire Aloha aircraft fleet are unknown at
this time, said AMA.

However, AMA said, for the fiscal year 2007 gross revenue invoiced
to Aloha amounted to 9% of cash based revenue.  At present time,
the accounts receivable from Aloha to AMA are considered current
with only the January and February 2008 balances outstanding -- a
total of $47,061 amount outstanding.

"It is sad for everyone at AMA that Aloha will not presently be
continuing its passenger operations.  Aloha has been a great
partner during our 4-year relationship," AMA CEO Bill Tempany
said.

"While Aloha represents a large number of the total aircraft
shipped with AMA (26%), the revenues from Aloha amounted to a
small portion of AMA's total revenues.  Aloha had contracted with
AMA at lower rates than what we are currently contacting at as
they were AMA's initial launch customer on many fronts and the
agreements originally entered into reflect such conditions," Mr.
Tempany disclosed.

                  About AeroMechanical Services

AeroMechanical Services Ltd. -- http://www.amscanada.com/--  
provides proprietary technological solutions and services designed
to reduce costs and improve efficiencies in the airline industry.  
The company has successfully commercialized three products and
associated services currently marketed to airlines, manufacturers
and maintenance organizations around the world.  Its premier
technology, afirs(TM) UpTime(TM), allows airlines to monitor and
manage aircraft operations anywhere, anytime, in real-time.

                      About Aloha Airlines

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

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

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


ALPHA NATURAL: $100MM Facility Raise Cues Moody's to Lift Ratings
-----------------------------------------------------------------
Moody's Investors Service raised Alpha Natural Resources, LLC's
senior secured ratings to Ba3 from B1 and affirmed Alpha's B1
corporate family rating and B3 senior unsecured rating.  Moody's
also raised Alpha's speculative grade liquidity rating to SGL-1
from SGL-2.  The outlook remains stable.

The rating action follows Alpha's announcement that it is
increasing its senior secured revolving credit facility by $100
million to $375 million and that its parent, Alpha Natural
Resources, Inc., is issuing $250 million of convertible notes
(unrated) and $150 million of common equity.  Alpha will use a
portion of the proceeds from the equity and convertible issue to
tender for its existing $175 million of 10% senior unsecured
notes.

The announced transactions are intended to reduce Alpha's annual
interest cost, boost liquidity and strengthen its balance sheet.  
The upgrade of the senior secured facilities reflects an enhanced
loss absorption cushion afforded by a larger amount of unsecured
convertible debt supporting the secured bank facilities.  The
upgrade of the speculative grade liquidity rating reflects the
substantive cash balance and revolver availability that Alpha will
have when the referenced transactions close.

The tender offer for the existing 10% senior unsecured notes
expires on May 1, 2008.  Alpha plans to call any 10% notes not
tendered at the first call date in June 2008 by exercising its
make-whole call redemption rights.  Moody's rating on these notes
will be withdrawn upon completion of the tender offer.

Alpha's B1 corporate family rating reflects its production of
high-quality thermal and metallurgical coal, its solid earnings
and free cash flow, and its relatively low level of workers'
compensation, black lung, and OPEB obligations.  The rating is
also supported by currently very strong thermal and metallurgical
coal prices, which will benefit Alpha at least in 2008 and 2009.  
The rating is negatively impacted by Alpha's relatively small size
and high cost structure, concentration of operations in Central
Appalachia, and history of making frequent, albeit successful,
acquisitions.

Ratings upgraded:

  -- $375 million Gtd. Sr. Secured Revolving Facility due 2010, to
     Ba3 (LGD3, 39%) from B1

  -- $233 million Gtd. Sr. Secured Term Loan B Facility due 2012,
     to Ba3 (LGD3, 39%) from B1

  -- Speculative Grade Liquidity Rating, to SGL-1 from SGL-2

Ratings affirmed:

  -- Corporate Family Rating, B1

  -- $175 million 10% Gtd. Sr. Unsecured Notes due 2012, B3
     (LGD5, 89%)

Moody's last rating action on Alpha was to upgrade its corporate
family rating to B1 from B2 in July 2006.

Based in Abingdon, Virginia, Alpha Natural Resources, LLC is
engaged in the mining and marketing of thermal and metallurgical
coal and had revenues in the year ended Dec. 31, 2007 of
$1.9 billion.


ALPHA MEZZ: Moody's Chips Notes Ratings, Puts it Under Review
-------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade the ratings on these notes issued by Alpha Mezz
CDO 2007-I, Ltd.

Class Description: $325,000,000 Supersenior Swap

  -- Prior Rating: Aaa
  -- Current Rating: Aa2, Review for Possible Downgrade

Class Description: $70,000,000 Class II Senior Floating Rate Notes
Due 2047

  -- Prior Rating: Aaa, Possible Downgrade
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $30,000,000 Class III Senior Floating Rate
Notes Due 2047

  -- Prior Rating: Aa2, Possible Downgrade
  -- Current Rating: Baa2, Review for Possible Downgrade

Class Description: $5,000,000 Class IV Senior Floating Rate Notes
Due 2047

  -- Prior Rating: Aa3, Possible Downgrade
  -- Current Rating: Baa3, Review for Possible Downgrade

Class Description: $23,000,000 Class V Mezzanine Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: Baa2, Possible Downgrade
  -- Current Rating: Ba2, Review for Possible Downgrade

Class Description: $22,500,000 Class VI Mezzanine Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: Ba2, Possible Downgrade
  -- Current Rating: B3, Review for Possible Downgrade

Class Description: $7,000,00 Class VII Mezzanine Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: B1, Possible Downgrade
  -- Current Rating: Caa2, Review for Possible Downgrade

In addition, Moody's placed on review for possible downgrade the
rating on these notes:

Class Description: $10,000,000 Principal Protected Notes Due 2047

  -- Prior Rating: Aa3
  -- Current Rating: Aa3, Review for Possible Downgrade

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


AMERICAN LAFRANCE: Three Parties Respond to Asset Sale Motion
-------------------------------------------------------------
Airgas Red-D-Arc, Inc.; the Municipality of North Cowichan on
Vancouver Island, in British Columbia, Canada; and Bill Heard
Chevrolet Co. filed responses to American LaFrance, LLC's request
to sell substantially all assets.

As reported by the Troubled Company Reporter on Feb. 6, 2008,
American LaFrance acknowledged that it has operated at a
loss and experienced a severe contraction in trade terms by its
vendors.  The Debtor believed that the most viable solution to
its liquidity crisis that will also preserve the value of its
assets and business is an asset sale pursuant to Section 363 of
the Bankruptcy Code.

The Debtor has asked the U.S. Bankruptcy Court for the District of
Delaware for permission to sell substantially all of its assets --
in the event it fails to prosecute and confirm a plan of
reorganization -- to Patriarch Partners Agency Services LLC, free
and clear of liens, claims, encumbrances and subject to higher and
better bids.

Patriarch is the current secured DIP Lender and agent for the
other DIP Lenders who has committed to extend a $50,000,000 DIP
credit facility to the Debtor.  From the Petition Date through the
close of the proposed sale, Patriarch has agreed to fund the
Debtor's day-to-day obligations.  This is expected to end on
May 1, 2008.

As reported by the TCR on April 3, the Court rescheduled the
hearing of the Asset Sale Motion of American LaFrance LLC to
May 1, 2008 at 10:00 a.m.  Any response to the Sale Motion must be
filed with the Court no later than April 24.   

                       Parties' Responses

A. Airgas

Under the Welderentals Agreement dated June 2006, Airgas Red-D-
Arc, Inc. leased and delivered welding equipment and related
supplies to American LaFrance, LLC's premises in Epharata,
Pennsylvania.  As of the Petition Date, $224,140 worth of
equipments remains in the Debtor's possession.

Airgas is not against the Debtor's Asset Sale Motion.  Airgas,
however, objects to the inclusion of its assets in the Asset
Sale.  Accordingly, Airgas asks the Court to clarify that any
order approving the Asset Sale Motion should expressly exclude
the sale of Airgas' assets.

B. Municipality of North Cowichan

On June 2007, the Municipality of North Cowichan on Vancouver
Island, in British Columbia, Canada, entered into a contract with
the Debtor for a pumper firetruck worth $397,997, to be delivered
within 360 days of a pre-construction meeting.  The Contract is  
listed in the Debtor's Assumption Notice.

Blair A. Russel, Esq., in North Cowichan, British Columbia,
discloses that North Cowichan is submitting a claim for damages
for any additional costs it may incur in the event of having to
rebid the Firetruck Contract, as well as the cost of the
difference between a new award and the bid from American LaFrance
of British Columbia, should the firetruck not be delivered as
scheduled.

C. Bill Heard Chevrolet

Bill Heard Chevrolet Co. entered into purchase agreements with
the Debtor, whereby Bill Heard conditionally agreed in the future
to sell to the Debtor certain designated truck cabs and chassis,
once the Debtor had a buyer for the up-fitted vehicles so that the
Debtor would be able to pay for them.  

As of the Petition Date, the Debtor was in possession of three
2007 Chevy models worth roughly $48,000 each and the
International model vehicle whose value exceeds $77,461,
according to Bill Heard.   

Bill Heard thus objects to the Asset Sale Motion to the extent
that the Debtor intends to sell the vehicles that remain the
property of Bill Heard, subject to a blanket security interest in
them held by the General Motors Acceptance Corporation.

                        The Sale Agreement

The Debtor's counsel, Christopher Ward, Esq., at Klehr, Harrison,
Harvey, Branzburg & Ellers, LLP, in Wilmington, Delaware, related
that the Debtor seeks to enter into a asset purchase agreement
with Patriarch.  Under the APA, the Debtor will sell all of its
assets to Patriarch for $150,000,000.

The assets to be sold includes all of the Debtor's title and
interest in and to all of its assets, properties, rights, claims
and contracts owned, leased or licensed.  The Debtor also intends
to assume and assign certain contracts to Patriarch in connection
with the proposed sale.  

Among the assets to be excluded from the proposed sale are all
minute books, stock records and corporate seals; all records that
the Debtor is required by law to retain in its possession; and
the Debtor' equity interests.

Pursuant to the APA, Patriarch will assume liabilities to cure
costs associated certain contracts to be assigned by the Debtor
to Patriarch; for trade payables arising postpetition that
directly relates to the operation of the Debtor's business in the
ordinary course; and all obligations under the Debtor's customer
programs.

The APA also provides that the Debtor will release Patriarch, as
buyer, of all claims, counterclaim, set-off or causes of action.

A full-text copy of the Patriarch Partners APA is available for
free at http://researcharchives.com/t/s?27c3   

                    About American LaFrance

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

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

(American LaFrance Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or          
215/945-7000).


AMERICAN AXLE: Moody's Puts Ba3 Corp. Family Rating Under Review
----------------------------------------------------------------
Moody's Investors Service placed American Axle & Manufacturing
Holdings, Inc.'s Ba3 Corporate Family Rating under review for
downgrade.  In a related action, American Axle's Speculative Grade
Liquidity Rating was lowered to SGL-2 from SGL-1.  The review will
consider the potential near term implications of the protracted
work stoppage by American Axle's UAW employees on the company's
financial metrics and liquidity, balanced against the potential
long term benefits of any eventual settlement.

While Moody's believes that any eventual settlement with the UAW
will incorporate terms that support the company's long term
competitive position in the domestic auto parts business, the near
term disruption caused by the protracted strike and the potential
cash use associated with the strike and any negotiated settlement,
represent key credit concerns.  The review will also consider the
potential effects of increasing economic uncertainty in the U.S.
and higher fuel costs resulting in weaker consumer automotive
demand.

The UAW elected to implement a work stoppage on Feb. 25, 2008 at
five of American Axle's facilities in Michigan and New York
involving approximately 3,650 UAW employees.  The underlying
issues involve, among other items, American Axle's goal of
reducing its all-in hourly labor cost, estimated to be
approximately $73.48 under the expired labor contract, to levels
competitive with other domestic automotive suppliers.  Currently,
the work stoppage is into its second month and published reports
indicate that progress is being made on some items.  However,
there appears to be little movement on major wage and benefit
discussions.  Moody's will continue to monitor developments of the
ongoing negotiations between the company and the UAW and consider
rating actions as necessary based on new information.

In lowering the Speculative Grade Liquidity Rating to SGL-2 from
SGL-1, Moody's expects that the protracted work stoppage will
consume some cash and has the potential to weaken the company's
liquidity profile if not resolved in the near term.  Moody's had
anticipated the company to be free cash flow generative in 2008,
but the combined effects of the strike, weak automotive demand,
and lower productions levels at the company's largest customer
(GM at 78% of revenues) may create headwinds.  At year-end 2007
the company reported $344 million of cash and had $572 million of
availability under its $600 million revolving credit facility.

American Axle maintains ample cushion under its principal
financial covenants which measure net debt to EBITDA and net
worth.  This cushion should enable the company to maintain
significant availability of the facility over the near term.  All
of the company's bank obligations and notes are currently
unsecured, which establishes some flexibility to generate
alternative liquidity, if needed, subject to lien baskets and
sale/leaseback limitations in the respective indentures.  The
company has made progress in reducing its cost structure as a
result of recent restructuring initiatives.  As of Dec. 31, 2007
debt/EBITDA was 2.4x, EBIT/Interest was 2.4x, and free cash flow
to debt approximated 14%.

These ratings are under review for downgrade:

American Axle & Manufacturing Holdings, Inc.

  -- Corporate Family, Ba3
  -- Probability of Default, Ba3
  -- Unsecured guaranteed convertible note, Ba3 (LGD-4, 56%)

American Axle & Manufacturing, Inc.

  -- Unsecured guaranteed notes, Ba3 (LGD-4, 56%)
  -- Unsecured guaranteed term loan, Ba3 (LGD-4, 56%)

Ratings lowered:

  -- Speculative Grade Liquidity, to SGL-2 from SGL-1

Holdings' obligations are guaranteed by American Axle and vice
versa.

The last rating action was Nov. 26, 2007 when American Axle's
ratings were affirmed and the Outlook changed to Stable.

American Axle & Manufacturing, Inc., headquartered in Detroit,
Michigan, is a world leader in the manufacture, design,
engineering and validation of driveline systems and related
components and modules, chassis systems, and metal formed products
for light truck, SUV's and passenger cars.  The company has
manufacturing locations in the USA, Mexico, the United Kingdom,
Brazil, China and Poland.  The company reported revenues of
$3.2 billion in 2007.


AMERICAN HOME: Credit Support Erosion Cues S&P's Default Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes of mortgage-backed pass-through certificates from American
Home Mortgage Assets Trust's series 2005-1 and 2005-2.  At the
same time, S&P affirmed its ratings on the remaining 15 classes
from these two transactions.
     
The downgrades of classes 1-B-5 and 2-B-5 from series 2005-2 to
'D' from 'CCC' reflect the complete erosion of credit support for
these classes and their subsequent write-downs.  Classes 1-B-5 and
2-B-5 realized $308,691 and $538,459 in losses, respectively,
during the March 2008 remittance period.
     
The lowered ratings on the remaining classes reflect the steady
increase in the dollar amount of loans in the transactions'
delinquency pipelines over the past seven months, combined with
deterioration in credit support due to realized losses.  The high
levels of total and severe delinquencies in these transactions
indicate that losses will continue to increase and further erode
available credit support.  Severe delinquencies in loan group 1
from series 2005-1 have risen by 212% over the past seven
remittance periods to $8.683 million, while loan group 2 has seen
an increase of 59% to $37.473 million. During the same period,
severe delinquencies rose by 47% to $34.687 million in loan group
1 from series 2005-2 and by 30% to $18.690 million in loan group
2.

Expected losses are the major driver for the negative rating
actions at the higher rating categories.  Based on the amount of
loans that are currently in foreclosure and classified as real
estate owned in loan group 2 from series 2005-1, and assuming a
35% loss severity, S&P expect losses that are approximately 1.8x
the current 'A' credit support amount.  Using the same
methodology, S&P expect losses of approximately $11.981 million in
loan group 1 from series 2005-2, which is about 53% of the current
'AAA' credit support.  S&P expect losses of about $6.380 million
for loan group 2, which is about 47% of the current 'AAA' credit
support in that structure.  Class 2-A-1-A, the super senior class
in loan group 2, has approximately $19.791 million in credit
support, and is therefore not affected by these rating actions.
     
Monthly net losses for series 2005-1 have increased significantly
over the past five remittance periods.  While loan group 1 from
series 2005-1 incurred only $437 in monthly net losses during the
March 2008 remittance period, it incurred an average monthly net
loss over the past five distribution periods of $101,198. Loan
group 2 from series 2005-1 incurred a loss of $237,923 during the
March 2008 remittance period, slightly less than the average
monthly net loss of $248,562 over the past five distribution
periods.
     
Losses in series 2005-2 have increased significantly over the past
four remittance periods.  Loan group 1 from series 2005-2 incurred
$238,624 in monthly net losses during the March 2008 remittance
period, less than the average monthly net loss of $319,393 over
the last four distribution periods.  Loan group 2 from series
2005-2 incurred $498,866 in monthly net losses during the March
2008 remittance period, up from the average monthly net loss of
$347,773 over the last four distribution periods.
     
As of the March 2008 remittance period, cumulative losses were
0.12% of the original principal balance for loan group 1 from
series 2005-1 and 0.32% for loan group 2. Series 2005-2 had
cumulative losses of 0.42% and 1.07% for loan groups 1 and 2,
respectively.  Total delinquencies were 10.40% and 28.75% of the
current principal balance for loan group 1 and loan group 2 from
series 2005-1, respectively, and 39.77% and 28.51% for loan group
1 and loan group 2 from series 2005-2.  Severe delinquencies were
8.68% and 25.04% of the current principal balance for loan group 1
and loan group 2 from series 2005-1, respectively, and 36.71% and
24.58% for loan group 1 and loan group 2 from series 2005-2.
     
The lowered ratings are in line with the projected credit
enhancement amounts following the liquidation of many of the loans
currently in the transactions' delinquency pipelines.  S&P's
expected losses also factor in the default of loans that are
current.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.  The initial credit enhancement
percentages meet or exceed the amount required for each of the
affirmed ratings.
     
Subordination primarily provides credit support for loan group 1
from series 2005-1, and for both loan groups from series 2005-2.  
A combination of subordination, excess spread, and
overcollateralization is the primary source of credit support for
loan group 2 from series 2005-1.  The underlying collateral for
the transactions consists primarily of Alternative-A, fixed-,
adjustable-rate, and hybrid adjustable-rate mortgage loans secured
by first liens on one- to four-family residential properties.

                         Ratings Lowered

                American Home Mortgage Assets Trust
             Mortgage-backed pass-through certificates

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-1       3-M-2               B+             A
       2005-1       3-M-3               CCC            BBB
       2005-1       3-M-4               CCC            B
       2005-2       1-A-1               BB+            AAA
       2005-2       1-X                 BB+            AAA
       2005-2       2-A-1B              BBB            AAA
       2005-2       1-B-1               B              BBB
       2005-2       1-B-2               CCC            B
       2005-2       1-B-5               D              CCC
       2005-2       2-B-1               B              A
       2005-2       2-B-2               CCC            B
       2005-2       2-B-5               D              CCC

                          Ratings Affirmed

                 American Home Mortgage Assets Trust
              Mortgage-backed pass-through certificates

                Series       Class               Rating
                ------       -----               ------
                2005-1       1-A-1               AAA
                2005-1       2-A-1               AAA
                2005-1       2-A-2-1             AAA
                2005-1       2-A-2-2             AAA
                2005-1       3-A-1-1             AAA
                2005-1       3-A-1-2             AAA
                2005-1       3-A-2-1             AAA
                2005-1       3-A-2-2             AAA
                2005-1       3-M-1               AA
                2005-1       C-B-5               CCC
                2005-2       2-A-1-A             AAA
                2005-2       1-B-3               CCC
                2005-2       1-B-4               CCC
                2005-2       2-B-3               CCC
                2005-2       2-B-4               CCC


AMP AA: Moody's Chips Ratings on $9MM Notes to Ca from Caa3
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings on these
notes issued by AMP AA CDO 4.5-9.0 Notes:

Class Description: $9,000,000 AMP AA CDO 4.5-9.0 Notes

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

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


ARTISTDIRECT INC: Appoints Jon Diamond Chairman of the Board
------------------------------------------------------------
Effective March 6, 2008, Jon Diamond stepped down as chief
executive officer of ARTISTdirect Inc. and was appointed by the
company's Board of Directors as chairman.  Dimitri Villard was
appointed by the Board of Directors as interim chief executive
officer.  

Mr. Villard is currently a director of the company and will remain
a director.  

Mr. Villard has served as president and a director of Pivotal
BioSciences Inc., a biotechonology company, since September 1998.
In addition, since January 1982 to present, he has served as
president and director of Byzantine Productions Inc.  Previously,
Mr. Villard was a director at the investment banking firm of SG
Cowen and affiliated entities, a position he held from
January 1997 to July 1999.  

Mr. Villard currently serves as chairman of the board of Dax
Solutions Inc., an entertainment industry digital asset management
venture.  He is also a member of the Executive Committee of the
Los Angeles chapter of the Tech Coast Angels, a private venture
capital group.  Mr. Villard received a B.A. Degree in Government
from Harvard University in 1964 and also received a Master of
Science degree from China International Medical University.

                     About ARTISTdirect Inc.

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media   
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$50.7 million in total assets, $46.7 million in total liabilities,
and $4.0 million in total stockholders' equity.

                     Going Concern Disclaimer

Gumbiner Savett Inc. in Santa Monica, Calif., expressed
substantial doubt about Artistdirect Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.
The auditing firm said that the company is in default under its
senior and subordinated debt agreements.

Pursuant to a series of Forbearance and Consent Agreements with
the investors in the Senior Financing, such investors agreed to
forbear from the exercise of their rights and remedies from
April 17, 2007, through Feb. 20, 2008, in exchange for aggregate
cash payments of $1,000,000 in 2007 and $494,446 in February 2008.

On March 17, 2008, the company entered into a Forbearance and
Consent Agreement with the investors in the company's Senior Debt
Financing, which was effective as of Feb. 20, 2008.  The investors
agreed to forbear from exercising any of their rights and remedies
under the Senior Financing transaction documents through Dec. 31,
2008, in exchange for an adjustment in the interest rate
associated with the Senior Notes from 11.25% to 15%, provided the
loan is repaid prior to Sept. 30, 2008 or 16%, if the loan remains
outstanding subsequent to that date.


ASSOCIATED ESTATES: Extends Maturity Date of Credit to March 2011
-----------------------------------------------------------------
Associated Estates Realty Corporation amended its $100 million
senior unsecured revolving credit facility to increase the
facility to $150 million and extend its maturity to March 20,
2011.  

National City Bank acted as Lead Arranger and is the
Administrative Agent.  The other participating banks are Wells
Fargo Bank N.A., Raymond James Bank FSB, The Huntington National
Bank and US Bank, National Association.

"The steps we have taken to improve our fixed charge coverage and
grow our unencumbered asset pool have enabled us to expand our
line and extend its terms," Lou Fatica, chief financial officer,
said.  "This increased credit facility provides us with the
enhanced flexibility to further our strategic objectives of
repositioning the portfolio to faster growing markets and
strengthening the Company's balance sheet."

Based in Richmond Heights, Ohio, Associated Estates Realty
Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real     
estate investment trust and is a member of the Russell 2000 Index.  
The company directly or indirectly owns, manages or is a joint
venture partner in 98 properties containing a total of 19,909
units located in 10 states.

                          *     *     *

Moody's Investor Service placed Associated Estates Realty
Corporation's long-term foreign and local issuer credit ratings at
'B+' on July 2007.  The ratings still hold to date with a stable
outlook.


ATA AIRLINES: Files Chapter 22 Petition in Indiana
--------------------------------------------------
ATA Airlines, Inc., filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code.  The petition was filed on April 2 in
the U.S. Bankruptcy Court for the Southern District of Indiana, in
the Indianapolis division.  Subsequent to the Chapter 11 filing,
ATA discontinued all operations on April 3.

A primary factor leading to these actions was the unexpected
cancellation of a key contract for ATA's military charter
business, which made it impossible for ATA to obtain additional
capital to sustain its operations or restructure the business.  
With the shutdown of all operations and cancellation of all ATA
flights, ATA is no longer able to honor any reservations or
tickets.  ATA customers should seek alternative arrangements for
current and future travel.  To that end, ATA has contacted the
airlines that serve ATA destinations and asked them to provide
assistance to ATA customers.

Customer information has also been posted at all ATA ticket
counters and is available at (800) 435-9282.  Customers should
visit http://www.ata.com/for updates as additional information  
becomes available.  Customers who purchased tickets from ATA using
a credit card should contact their credit card provider directly
for more information about how to obtain a refund for unused
tickets.  Customers who purchased tickets from Southwest Airlines
for flights operated by ATA through its codeshare agreement should
contact Southwest at (800) 308-5037 for more information.  ATA's
frequent flier program and all accumulated frequent flier points
will be canceled.  ATA has advised its commercial and military
charter customers that they should make alternative arrangements
for future travel needs.

"We deeply regret the disruption and hardship caused by the sudden
shutdown of ATA, an outcome we and our employees had worked very
hard and made many sacrifices to avoid," Doug Yakola, chief
operating officer of ATA, said.  "Unfortunately, the
cancellation of a critical agreement for our military charter
business undermined ATA's plan to address the current conditions
facing all scheduled service airlines, including the tremendous
spike in the price of jet fuel in recent months.  As a result, it
became impossible for ATA to continue operating."

Despite its financial challenges, ATA continued to seek solutions
for its scheduled service business and create value from its
longstanding presence in the Hawaii market and its planned
international expansion.  But these efforts suffered a major blow
recently when ATA received abrupt and unexpected notification from
FedEx Corporation that ATA would no longer be a member of the
FedEx Teaming Arrangement.  This arrangement gave ATA a
significant share of the airlift contracts under the International
Program of the Department of Defense Air Mobility Command, which
facilitates transportation for military personnel and their
families to and from overseas destinations.  This arrangement
accounted for most of ATA's charter business.

Even though ATA had been a member of the FedEx team for nearly two
decades, FedEx informed ATA that it would be denied membership on
the FedEx Team for the government's 2009 fiscal year - a period
that begins in October 2008 and runs through September 2009.  This
termination is a full year earlier than the term specified in a
letter of agreement between FedEx and ATA.

ATA, the second airline company that filed for bankruptcy in less
than a month, has engaged in extensive discussions with numerous
parties in an effort to obtain capital, identify other
opportunities that would allow it to continue operating, or sell
the business as a going concern.  However, despite its best
efforts, ATA could not continue operations or consummate a sale.  
Accordingly, an immediate shutdown was necessary.  ATA's scheduled
service business had been severely impacted by the dramatic and
unprecedented increase in the price of jet fuel in recent months.

On March 6, in an effort to reduce costs, ATA would discontinue
its low-fare domestic scheduled service at Chicago's Midway
Airport, effective April 14, 2008.  International service from
Midway was expected to end on June 7, 2008.  All such service has
been discontinued immediately, in addition to all of ATA's other
scheduled flights, which operated between the West Coast and
Hawaii.

         Steven S. Turoff is Chief Restructuring Officer

Steven S. Turoff has been named Chief Restructuring Officer of
ATA, with responsibility for overseeing the company's Chapter 11
case.  Mr. Turoff is president of The Renaissance Consulting
Group, Inc., a turnaround management firm based in Dallas, Texas.  
ATA's lead bankruptcy counsel in its Chapter 11 proceedings is
Haynes and Boone, LLP.

Founded in 1973 and based in Indianapolis, ATA Airlines, Inc. is a
subsidiary of Global Aero Logistics Inc.  Global Aero and its
other subsidiaries are not part of ATA's Chapter 11 proceedings
and are conducting business as usual.

At the time of the shutdown, ATA had approximately 2,230
employees, virtually all of whom are being notified today that
their positions have been eliminated.  ATA has filed motions with
the Bankruptcy Court seeking authorization to provide COBRA
medical insurance coverage to these employees. ATA was serving
approximately 10,000 passengers per day at the time of its
shutdown.  The company operated 29 aircraft, many of which are
leased.

               Delta and Northwest Flight Options

Delta Air Lines Inc. and Northwest Airlines Corp. are extending
assistance to customers affected by the termination of ATA service
due to its bankruptcy filing and cessation of operations.

Delta is offering ATA passengers with confirmed tickets for
certain ATA flights to locations in Hawaii and Mexico through the
month of April.  In addition, affected passengers may purchase
confirmed space tickets at a 20% discount on Delta's lowest walk-
up fares, through the month of April.

Northwest is offering ATA customers and employees a stand-by or
confirmed option for travel to or from Hawaii and to or from
Cancun.  The offers are valid between April 3 and May 3, 2008.

                           About ATA

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., owned
by ATA Holdings Corp. -- http://www.ata.com/-- is the nation's  
10th largest passenger carrier (based on revenue passenger miles)
and one of the nation's largest low-fare carriers.  ATA has one of
the youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  The Court confirmed
the Debtors' plan of reorganization on Jan. 31, 2006.  The
Debtors' emerged from bankruptcy on Feb. 28, 2006.


ATA AIRLINES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ATA Airlines, Inc.
        fka American Trans Air, Inc.
        7337 West Washington Street
        Indianapolis, IN 46231-1328

Bankruptcy Case No.: 08-03675

Type of Business: The Debtor is a carrier offering scheduled
                  flights to about a dozen destinations and
                  chartered passenger services for tour operators
                  and the US military.  It operates a fleet of
                  some 30 jets, mainly Boeing 737s.  Its scheduled
                  flights are primarily from Chicago Midway to
                  tourist destinations in Hawaii and Mexico and to
                  major business centers such as Dallas and New
                  York.  See http://www.ata.com/

                  The Debtor and its bankrupt affiliates first
                  filed separate Chapter 11 petitions on Oct. 26,
                  2004 at the U.S. Bankruptcy Court for the
                  Southern District of Indiana.  They emerged from
                  bankruptcy on Feb. 28, 2006.

Chapter 11 Petition Date: April 2, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: Terry E. Hall, Esq.
                     (terry.hall@bakerd.com)
                  Baker & Daniels, LLP
                  300 Noth Meridian Street, Suite 2700
                  Indianapolis, IN 46204
                  Tel: (317) 237-0300
                  http://www.bakerd.com/

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
City of Chicago, Department    loan agreement        $7,097,500
of Aviation
O'hare International Airport
Terminal 2 Mezzanine
P.O. Box 66142
Chicago, IL 60666

DFAS-CO/FPS/F                  fuel                  $2,496,659
P.O. Box 182317
Columbus, OH 43218-2317

Eurocontrol                    navigational fees     $634,612
Den Danske Bank
Holmes Kanal 2-12
Copenhagem, Denmark DK-1092
Tel: 42-33-44-00-00

Lufthansa Technik              maintenance           $543,784
P.O. Box 470690
Tulsa, OK 74146
Tel: (918) 459-8000

State of Hawaii                airport rents &       $477,948
400 Rodgers Boulevard,         landings
Suite 700
Honolulu, HI 96819-1880
Tel: (808) 838-8600

Rockwell Collins, Inc.         audiovisual, license  $418,948
400 Collins Road Northeast     & maintenance
Cedar Rapids, IA 52498
Tel: (972) 929-5030

Federal Express Corp.          freight               $412,316
2600 Nonconnah Boulevard,
Suite 132
Memphis, TN 38132
Tel: (305) 718-2163

Worldwide Flight Services      handling              $373,505
Attn: WFS PTS, LLC
P.O. Box 910421
Dallas, TX 75391-0421
Tel: (808) 839-0202

Precision Response Corp.       reservations          $352,550
8151 Peters Road, Suite 3000
Plantation, FL 33324
Tel: (954) 693-3700

Servisair USA                  handling in various   $327,618
2024 Payshere Circle,          scheduled service
Suite 700
Chicago, IL 60674
Tel: (305) 262-4059

Boeing Commercial Airplane     maintenance           $315,566
GRP
Chase Manhattan Bank
New York, NY
Tel: (425) 237-4755

Air Dispatch, Ltd.             representation &      $309,768
5 Hobart Place                 handling in Middle
London, SWIW OHU               East
Tel: 01293-572872

Gate Gourmet                   catering foreign &    $281,169
3853 Collections Center Drive  domestic
Chicago, IL 60693
Tel: (703) 964-3006

Port of Oakland                airport rents &       $267,123
File No. 73752                 landings
P.O. Box 60000
San Francisco, CA 94160-3752
Tel: (510) 627-1100

Certified Aviation Services,   line maintenance      $263,522
Inc.
1150 South Vineyard
Ontario, CA 91761
Tel: (909) 605-0380

Goodrich Lighting Systems      maintenance           $243,634
23438 Network Place
Chicago, IL 60673-1234
Tel: (813) 891-7100

Timco Aviation                 maintenance           $209,738
401 South Tryon Street
charlotte, NC 28288-1008
Tel: (386) 758-3000

EFG Inflight                   Catering Foreign      $185,323
Knockbeg Point,
Shannon Airport
Shannon Claire, Irelend
353-0-61-475625

Dallas/Fort Worth              airport rents &       $183,705
International Airport          landings
P.O. Box 974551
Dallas, TX 75397-4551
Tel: (972) 574-8405

World Fuel Services            fuel                  $175,249
700 South Royal
Ponciana Boulevard, Suite 800
Miami, FL 33166
Tel: (305) 428-8000


ATA AIRLINES: Pilots Blast Late-Night Decision to Cease Operations
------------------------------------------------------------------
Air Line Pilots Association, International, which is representing
the pilots of ATA Airlines, is condemning the airline's management
for its callous disregard of its employees and passengers in
canceling all operations without warning early on Thursday
morning.

"By shutting down in the middle of the night, this management
group has let down its loyal customers and the flight crews, cabin
crews, mechanics, and other employees who have made deep
sacrifices over the past few years to keep ATA afloat," Capt.
Steve Staples, chairman of the ATA unit of ALPA said.  "It shows
an utter lack of respect and illustrates the ruthlessness of Wall
Street hedge fund managers who have no knowledge or interest in
the companies they own."

ALPA was notified at approximately 4:00 a.m. Central time that the
airline was filing for bankruptcy and shutting down all operations
immediately.  The airline's last flight was ATA Flight 4586, a
morning red-eye from Honolulu to Phoenix that was scheduled to
land at 8:34 a.m. Pacific time.

"ATA's customers and employees had absolutely no warning that the
airline was going out of business," Capt. Staples said. "This
abrupt withdrawal is the airline equivalent of getting on the last
helicopter out of Saigon."

The April 3 announcement that ATA is ceasing operations is two
days shy of the first anniversary of ATA's announcement that its
holding company was buying World Airways and North American
Airlines.  On April 5, 2007, ATA Holdings changed its name to
Global Aero Logistics and, in August 2007 completed the
transaction that gave it three airlines: ATA, World, and North
American.  GAL is privately held by the hedge fund MatlinPatterson
Global Opportunities Partners II.

"We find it unusually coincidental that ALPA, which was in
contract negotiations with ATA and had the best opportunity to
change our collective bargaining agreement to reflect the new
realities of the industry, was suddenly forced to shut down while
World and North American will continue operating under the Global
Aero Logistics banner," Capt. Staples said. "Since when does the
acquiring airline go out of business while the acquired airlines
keep flying?"

Staples said that all ATA employees are the ultimate victims of a
series of incompetent managers who chose to blame economic
conditions for the airline's problems instead of admitting their
own mistakes.

"We were telling management two years ago that they needed to
institute a fuel management program, and even found a fuel
consultant who offered to work with the company -- but our
overtures to help ATA reduce its fuel costs were repeatedly
ignored," he said.  "Management decided to outsource virtually all
of our maintenance, then acquired elderly, unreliable DC-10s that
needed extensive repairs.  The ripple effect of years of poor
management decisions -- not the current economy -- was what doomed
ATA."

Capt. Staples said the union's top priority is making sure that
all 585 ATA pilots and flight engineers find new jobs, especially
since part of ATA's fleet has been transferred to World Airways
and more airplanes could go to World and North American later.

"Our position is that we are pilots of Global Aero Logistics,
which is still operating, and we deserve to be in the cockpits of
Global's airliners," Capt. Staples adds.  "Our contract says that
the pilots go with the airplanes, and we will use every legal
means available to us to ensure that our members' rights are
protected."

Founded in 1931, Air Line Pilots Association, International --
http://www.alpa.org/-- is a pilots' union, representing 61,000  
pilots at 43 airlines in the U.S. and Canada.

                           About ATA

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., owned
by ATA Holdings Corp. -- http://www.ata.com/-- is the nation's  
10th largest passenger carrier (based on revenue passenger miles)
and one of the nation's largest low-fare carriers.  ATA has one of
the youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  The Court confirmed
the Debtors' plan of reorganization on Jan. 31, 2006.  The
Debtors' emerged from bankruptcy on Feb. 28, 2006.


ATHERTON-NEWPORT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Atherton-Newport Redondo LLC
        23792 Rockfield Boulevard
        Suite 200
        Lake Forest, CA 92630

Bankruptcy Case No.: 08-11471

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 28, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Stephen R. Wade, Esq.
                  The Law Offices of Stephen R. Wade
                  400 North Mountain Avenue, Suite 214B
                  Upland, CA 91786
                  Tel: 909-985-6500
                  Fax: 909-985-2865
                  dp@srwadelaw.com

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

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Perkins Cole                                       $17,025
1201 Third Avenue,
40th Floor
Seattle, WA 98111

Buy-Rite Carpet Wholesaler                         $7,085
1402 Auburn Way N., #455
Auburn, WA 98270

Apcon                                              $6,176
4105 114th Avenue E.
Puyallup, WA 98372

Absolute Maintainance                              $2,175

ABC Landscape Services Inc.                        $2,216

Cascade Roof & Gutter                              $1,414

Consumer Source Inc.                               $1,277

Cortez Cleaning Services                           $1,535

Cover-All Inc.                                     $1,028

E-Rein Construction Services LLC                   $2,869

Glacier Management Inc.                            $2,475

Green River Landscaping                            $4,284

Guardian Asphalt Inc.                              $3,209

HD Supply Facilities Maintainance Ltd.             $4,539

New Life Carpet Cleaning Inc.                      $2,893

Qwest                                              $1,191

Rent.com Inc.                                      $1,047

Rental Recovery                                    $2,435

Waste Management Federal Waste Disposal            $3,675

White, Nelson & Co. LLP                            $3,129


BAKER STREET: Fitch Puts 11 Note Ratings on Negative Watch
----------------------------------------------------------
Fitch Ratings placed eleven classes of notes issued by Baker
Street Finance Limited and nine classes of notes issued by Baker
Street Finance USD Limited on Rating Watch Negative.  Affected
notes total EUR748 million and US$45.5 million, respectively.

These classes are placed on Rating Watch Negative, effective
immediately:

  -- EUR137,500,000 class A-1a notes 'AAA';
  -- EUR110,000,000 class A-1b notes 'AAA';
  -- EUR92,400,000 class A-1c notes 'AAA';
  -- EUR90,200,000 class A2 notes 'AAA';
  -- EUR89,100,000 class B notes 'AA+';
  -- EUR68,750,000 class C notes 'AA';
  -- EUR55,000,000 class D notes 'AA-';
  -- EUR39,600,000 class E notes 'A';
  -- EUR24,200,000 class F notes 'A-';
  -- EUR22,000,000 class G notes 'BBB;
  -- EUR19,250,000 class H notes 'BB+'.

  -- US$8,400,000 class A-1 notes 'AAA';
  -- US$8,200,000 class A-2 notes 'AAA';
  -- US$8,100,000 class B notes 'AA+';
  -- US$6,250,000 class C notes 'AA';
  -- US$5,000,000 class D notes 'AA-';
  -- US$3,600,000 class E notes 'A';
  -- US$2,200,000 class F notes 'A-';
  -- US$2,000,000 class G notes 'BBB';
  -- US$1,750,000 class H notes 'BB+'.

Baker Street is a synthetic collateralized debt obligation that
references a EUR2.75 billion or US$250 million portfolio of
primarily investment grade corporate bonds referenced via direct
investments (50% of the total referenced amount), and indirectly
through ten inner tranche credit default swaps (30% of the total
referenced amount), as well as various asset backed securities
(ABS) (20% of total referenced amount).  

The transaction is designed to provide credit protection for
realized losses on the reference portfolio through a master credit
default swap between the issuer and the swap counterparty, KBC
Investments Cayman Islands V, Ltd.  KBC also has the right,
subject to trading guidelines set at the closing of the
transaction, to adjust the portfolio via additions, removals, and
replacements of reference entities and reference obligations.

The ratings of the notes address the likelihood that investors
will receive full and timely payments of interest and ultimate
receipt of principal by the scheduled maturity date.

Fitch's rating actions primarily reflect the negative credit
rating migration within the ABS portion of the underlying
collateral, which currently comprises 20% of the total portfolio.   
The ABS exposure consists primarily of structured finance CDOs and
residential mortgage-backed securities backed by Alternative-A and
subprime mortgages from the 2005, 2006, and 2007 vintages, whose
performance has deteriorated in recent periods.  Approximately
23.5% of the ABS portion of the portfolio (4.7% of the entire
portfolio) carries a current rating of 'CCC+' or lower.

Absent any remedial actions on the part of KBC and any further
credit deterioration occur in the portfolio, Fitch expects to take
negative rating actions.  Such actions may be more pronounced on
the mezzanine and lower rated classes of notes.


BEAR STEARNS: Collapse May Affect Financial System, Bernanke Says
-----------------------------------------------------------------
The Federal Reserve System's $29 billion term financing that
facilitated JPMorgan Chase & Co.'s acquisition of The Bear Stearns
Companies Inc. was made to bolster the global economy and
financial system, Fed Board Chairman Ben S. Bernanke said at a
hearing before the U.S. Congress Joint Committee on April 2, 2008.

Mr. Bernanke stated that the impact of Bear Stearns downfall would
have fazed investor confidence and would have bring into question
the stance of the thousands of Bear Stearns' counterparties as
well as other financial services firms.  He added that the effects
would have not been limited to the financial system but would have
spread to the American and world economic system, had it not been
for the aid from Federal Reserve and the Treasury Department.

As reported in the Troubled Company Reporter on March 31, 2008,
Senate Finance Committee Chairman Max Baucus (D-Mont.) and ranking
Republican Charles E. Grassley (Iowa) demanded information
regarding the sale of Bear Stearn Cos. Inc. to JPMorgan Chase &
Co. from Bear Stearns CEO Alan Schwartz, JPMorgan CEO James Dimon,
Treasury Secretary Henry M. Paulson Jr., Federal Reserve Chairman
Ben S. Bernanke and New York Federal Reserve President Timothy F.
Geithner.  In addition, Senate Banking Committee Chairman
Christopher J. Dodd (D-Conn.) called the same executives and
government officials, including Securities and Exchange Commission
Chairman Christopher Cox, to be present at the hearing on the sale
transaction April 1, 2008.

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

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

The senators are requesting a directive describing the pacing of
the sale deal and defining the assets secured by the Federal
Reserve.  They also want copies of all documents the parties
intend to file with regulatory agencies, the names of all
negotiators who represented each party and the names of counsels,
and other professionals involved in the transaction.  The Finance
Committee is trying to assess if there was a misuse of public
funds, while the Banking Committee is studying the sale deal to
evaluate if public funds had been put at risk.

A full-text copy of the Chairman's Testimony before the U.S.
Congress is available for free at the Federal Reserve System's Web
site at http://ResearchArchives.com/t/s?29f3

                          About JPMorgan

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

                   About Bear Stearn Companies

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

                          *     *     *

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

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


BERNOULLI HIGH: Moody's Junks Rating on $14MM Sr. Income Notes
--------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Bernoulli High Grade CDO I,
Ltd.:

Class Description: $60,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due July 5, 2042

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

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

Class Description: $15,000,000 Class C Fourth Priority Senior
Deferrable Secured Floating Rate Notes due July 5, 2042

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

Class Description: $15,000,000 Class D Fifth Priority Mezzanine
Deferrable Secured Floating Rate Notes due July 5, 2042

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

Additionally, Moody's downgraded these notes:

Class Description: $14,000,000 Senior Income Notes due July 5,
2042

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

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


BERTHEL GROWTH: McGladrey & Pullen Expresses Going Concern Doubt
----------------------------------------------------------------
McGladrey & Pullen, LLP, raised substantial doubt about the
ability of Berthel Growth & Income Trust I to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  

The auditor stated that the trust continues to have a deficiency
in net assets, as well as net losses.  In addition, Berthel SBIC,
LLC, a wholly owned subsidiary of the trust, has agreed to
liquidate its portfolio assets in order to pay its indebtedness to
the United States Small Business Administration.

The company posted a net income of $442,389 on total revenue of
$101,437 for the year ended Dec. 31, 2007, as compared with a net
loss of $459,634 on total revenue of $130,806 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $5,438,059 in
total assets and $11,355,840 in total liabilities, resulting in
$5,917,781 stockholders' deficit.  

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

                     About Berthel Growth

Berthel Growth & Income Trust I (the Trust), a Delaware business
trust that has elected to be treated as a business development
company under the Investment Company Act of 1940, was organized on
February 10, 1995. The Trust's Registration Statement was declared
effective June 21, 1995, at which time the Trust began offering
Shares of Beneficial Interest (shares). The underwriting period
was completed on June 21, 1997, with a total of $10,541,000
raised. The Trust's principal office is located at 701 Tama
Street, Marion, Iowa 52302.  The Trust is a closed-end management
investment company intended as a long-term investment and not as a
trading vehicle.


BLACK DIAMOND: Section 341(a) Meeting Scheduled April 14
--------------------------------------------------------
The United States Trustee for Region 8 will convene a meeting of
creditors of Black Diamond Mining Co., LLC and its debtor-
affiliates on April 14, 2008 at 2 p.m. at Room 529, 100 East Vine
Street, 5th Floor in Lexington, Kentucky.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Pikeville, Kentucky-based Black Diamond Mining Co., LLC and its
debtor-affiliates specialize in coal mining.  The Debtors filed
for Chapter 11 Petition on March 4, 2008 (Bankr. E.D. Ky. Case No.
08-70109).  David M. Canto, Esq. at Seiller Waterman, LLC
represents the Debtors in their restructuring efforts.  When it
filed for protection from their creditors, Black Diamond Mining
Co., LLC listed $100 Million to $500 Million both as its estimated
assets and debts.


BUILDERS FIRSTSOURCE: S&P Puts 'B+' Rating Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Dallas,
Texas-based Builders FirstSource Inc., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.
     
"The CreditWatch placement reflects the ongoing weakness in the
U.S. housing industry, which we expect will continue for at least
the next several quarters and which will materially hurt BLDR's
operating performance during this period," said Standard & Poor's
credit analyst Andy Sookram.  "We expect BLDR's earnings to remain
depressed over this time, resulting in a further weakening in
credit metrics and a likely diminishing of overall liquidity."
     
In resolving S&P's CreditWatch listing, it will discuss with
management its business and financial outlook, including
projections and potential actions to manage through the continued
downturn in the housing market.  S&P will also discuss expected
liquidity over the next several quarters.
     
Mr. Sookram said, "If our analysis results in a downgrade, it
might not be limited to one notch."


BUILDING MATERIALS: S&P Chips Corp. Credit Rating to B+ from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Building
Materials Corp. of America, including lowering its corporate
credit rating to 'B+' from 'BB-'.  All ratings remain on
CreditWatch with negative implications, where they were originally
placed on Jan. 10, 2008, because of weakness in the housing
environment.
     
"The downgrade and continued CreditWatch listing reflects the
material weakening of the company's overall financial profile due
to the challenging operating conditions in the company's primary
markets, mainly in the residential repair and remodeling sector,"
said Standard & Poor's credit analyst Thomas Nadramia.  "As a
result, the company's credit metrics have deteriorated to a level
no longer consistent with the prior rating.  In addition, given
the difficult operating environment, we would expect credit
metrics to remain challenged during 2008, likely constricting the
cushion relative to covenant levels under its bank facility."
     
In resolving the CreditWatch listing, Standard & Poor's will
discuss with management its near-term operating expectations and
liquidity position given this operating environment.
     
Mr. Nadramia said, "If a further downgrade were to occur, it might
not be limited to one notch."


C-BASS MORTGAGE: Moody's Junks Ratings on Seven Cert. Classes
-------------------------------------------------------------
Moody's Investors Service downgraded 11 certificates and
maintained on review for possible further downgrade three of those
classes of certificates from a transaction issued by C-Bass
Mortgage Loan Asset-Backed Certificates.  The transaction is
backed by second lien loans.  The certificates were downgraded
because the bonds' credit enhancement levels, including excess
spread and subordination were low compared to the current
projected loss numbers at the previous rating levels.

The actions take into account the continued and worsening
performance of transactions backed by closed-end-second
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-SL1

  -- Cl. A-1, Downgraded to A3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to A3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-3, Downgraded to A3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to B1 from Aa1
  -- Cl. M-2, Downgraded to Caa1 from Baa3
  -- Cl. M-3, Downgraded to Caa2 from Ba1
  -- Cl. M-4, Downgraded to Caa3 from B1
  -- Cl. M-5, Downgraded to Ca from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. B-1, Downgraded to C from Caa3
  -- Cl. B-2, Downgraded to C from Ca


CASA DE CAMBIO: Section 341(a) Meeting Scheduled April 16
---------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Casa de
Cambio Majapara S.A. de C.V.'s creditors on April 16, 2008 at 1:30
p.m., at Room 804, 219 South Dearborn in Chicago, Illinois.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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


CASA DE CAMBIO: Can