TCR_Public/080410.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, April 10, 2008, Vol. 12, No. 85

                             Headlines

ABITIBIBOWATER INC: S&P Removes Unit's 'B-' Rating From Neg. Watch
ACE SECURITIES: Fitch Acts on Ratings on Five Pass-through Certs.
ACE SECURITIES: Higher Delinquencies Cues Moody's 315 Rating Cuts
ADELPHIA COMMS: Court Okays Pact Resolving NBC Rejection Claims
ADVANCED CELL: Says It Erred in Stating Auditor Agreed on Findings

ADVANCED MICRO: Weak Quarter Results Spurs Moody's Rating Reviews
ADVANCED MICRO: Low Revenues Cues S&P's Negative Watch on B Rating
ALIVE TECH: Case Summary & 19 Largest Unsecured Creditors
ALPHATRADE.COM: Chisholm Bierwolf Raises Substantial Doubt
AMERICAN HOME: Servicing Business Buyer Moves to Close Sale

AMERICAN HOME: Moody's Downgrades Ratings on 29 Certificates
AMERICAN TONERSERV: Perry-Smith Raises Substantial Doubt
AMERIGROUP CORP: S&P Lifts Rating on Senior Bank Facility to 'BB+'
AMERIQUEST MORTGAGE: S&P Junks Rating on Class M-5 Certs. From 'B'
AMR CORP: Cancels More than 1,000 Flights; Resumes Aircraft Check

ANF DEER CREEK: Court Converts Bankr. Case to Ch. 7 Liquidation
ARCA FUNDING: Moody's Junks Rating on $99.5 Mil. Notes From 'Ba1'
ARLO VII: Three Classes of Notes Acquire Moody's Rating Reviews
ARLO VI: Moody's Junks Ratings on Two Notes; Reviews Eight Ratings
ASARCO LLC: Wants Environmental Claims from PRPs Disallowed

ASARCO LLC: Wants Court to Approve St. Paul Insurance Settlement
ASPEN FUNDING: Moody's Reviews Three Note Ratings For Likely Cuts
AZALEA 2007-1C: Moody's Cuts Rating to 'Ca' on Poor Credit Quality
BANC OF AMERICA: Moody's Lowers 66 Tranches' Ratings From 16 Deals
BEAR STEARNS: Fund Liquidators Commences $1 Billion Lawsuit

BEAR STEARNS: Fitch Holds Low-B Ratings on Three Classes of Certs.
BEAR STEARNS: Half of Employees To Be Laid Off, Report Says
BEAR STEARNS: Moody's Keeps Low-B Ratings on Six Classes of Certs.
BERRY PETROLEUM: Moody's Reviews 'B1' Ratings For Possible Upgrade
BORDERS GROUP: Obtains $42.5M Loan to Address Liquidity Issues

BROADRIDGE FINANCIAL: Risk Appetite Cues S&P's Rating Cut to 'BB'
BUCHANAN 2006: Moody's Reviews Ratings on Four Classes of Notes
BUILDING MATERIALS: Moody's Junks Probability of Default Rating
BURNHAM HARBOR: Moody's Cuts Ratings on $29 Mil. Notes to 'Ba1'
CALPINE CONSTRUCTION: S&P Lifts Corporate Rating to 'B' From CCC-

CALPINE CORP: Court Approves Consolidation of Debt Obligations
CANAAN MISSIONARY: Case Summary & 18 Largest Unsecured Creditors
CAPITAL ONE: Cuts 40% Workforce in UK Division, Plans to Outsource
CBA COMMERCIAL: Moody's Retains 'Ba1' Rating on Class M-6 Certs.
CBO HOLDINGS: S&P Withdraws Ratings on Four Classes on Redemption

CCS INC: Moody's Puts 'Caa1' Ratings on Proposed $312 Mil. Notes
CCS INC: S&P Puts S&P Puts 'B-' Rating on Proposed $312 Mil. Notes
CFM US: Case Summary & 30 Largest Unsecured Creditors
CHARMING SHOPPES: Panel Urges Shareholders to Elect 3 Nominees
CHESAPEAKE CORP: Moody's Downgrades Ratings to 'B2' From 'B1'

CITIGROUP COMMERCIAL: S&P Puts Low-B Initial Ratings on Six Certs.
CLARIENT INC: KPMG Raises Substantial Doubt
COOKSON 2007: Poor Credit Quality Cues Moody's Rating Downgrades
CREDIT DEFAULT CN100988: Moody's Junks Rating on $20 Mil. Notes
CREDIT DEFAULT CN10098: Moody's Cuts Rating to 'Ca' on $10MM Notes

DANKA BUSINESS: Selling DOIC Unit to Konica for $240 Million
DELTA AIR: Revives NWA Merger Talks, Sweetens Offer to Pilots
DENNY'S CORP: Henry Nasella to Resign from Board Effective May 21
DIABLO GRANDE: U.S. Trustee Appoints Three-Member Creditors Panel
DIAMOND GLASS: Taps The Garden City Group as Claims Agent

DIVERSIFIED ASSET: Moody's Junks Rating on Class A-3L From 'B1'
EDUCATION RESOURCES: Wants Schedules Filing Extended to June 23
ENCYSIVE PHARMA: Pfizer Commences Tender Offer of Company Shares
ENCYSIVE PHARMA: 7 Board Members Resign Amid Pfizer Merger Talks
ENRON CORP: $11MM to Be Restored in Former Workers' Savings Plan

ENTRAVISION COMMS: S&P Changes Outlook to Stable; Holds B+ Rating
FIRST FRANKLIN: Worse Performance Cues Moody's Rating Downgrades
FIRST UNION: Moody's Junks Rating on Class M From 'B2' on Losses
FORBES MEDI-TECH: Losses & Deficit Prompt Going Concern Doubt
GREEKTOWN HOLDINGS: Moody's Junks Ratings on Covenant Violations

GSAMP MORTGAGE: Fitch Cuts Ratings on Certs. Totaling $284.9 Mil.
GTM HOLDINGS: Tight Covenant Cues S&P's Negative Watch on B Rating
GUNDLE/SLT ENVIRONMENTAL: Moody's Maintains 'B2' Debt Ratings
HANOVER CAPITAL: Grant Thornton Raises Substantial Doubt
HAWAIIAN TELCOM: System Problems Cues Moody's Rating Cut to 'B3'

HEXION SPECIALTY: Extends Merger Pact Termination Date to July 4
HOME EQUITY: S&P Chips Rating on FGIC Insured Class A-II to 'BB'
HUDSON MEZZANINE 2006-1: Moody's Downgrades Ratings on Six Classes
HUDSON MEZZANINE 2006-2: Moody's Junks Ratings on Two Note Classes
HUMAN TOUCH: Weak Operating Performance Prompts S&P's Rating Cuts

INDEPENDENCE CDO: Weak Credit Quality Cues Moody's Rating Reviews
INDEPENDENCE I: Moody's Junks Rating on $50 Mil. Notes From 'B3'
INGLES INC: Moody's Raises Ratings to 'Ba3' on Improved Metrics
JEFFERSON COUNTY: Moody's Cuts Ratings on Revenue Bonds to 'Ba2'
JMAR TECHNOLOGIES: Singer Lewak Raises Substantial Doubt

JOANNE'S BED: Case Summary & 20 Largest Unsecured Creditors
JOURNAL REGISTER: Fin'l Advisor Hiring Cues S&P's Negative Watch
JP MORGAN: Fitch Takes Various Rating Actions on Certificates
KC TRANSPORT: Case Summary & 35 Largest Unsecured Creditors
KINETIC CONCEPTS: Moody's Keeps Ba2 Rating on $1.7BB LifeCell Deal

KINETIC CONCEPTS: S&P Holds 'BB' Rating on $1.7 Bil. LifeCell Deal
LANDRY'S RESTAURANTS: S&P Holds Negative Watch on Lower Offering
LEINER HEALTH: Files Schedules of Assets and Liabilities
LEINER HEALTH: S&P Withdraws 'D' Ratings and '3' Recovery Rating
LONG BEACH: Fitch Takes Various Rating Actions on Mortgage Certs.

LONG BEACH: Moody's Slashes Rating on 238 Tranches From 22 Deals
LUCHT'S CONRETE: Gets Initial Court Nod to Obtain DIP Financing
MARKWEST ENERGY: Moody's Attaches 'B2' Rating on $250 Mil. Notes
MARKWEST ENERGY: Weak Risk Profile Spurs S&P to Keep 'B+' Rating
MEDIA GENERAL: Management Failing Shareholders, Harbinger Asserts

MEDIA GENERAL: CEO Reacts to Harbinger's Move to Replace Board
MEDIA GENERAL: Plans to Cut Debts Through Proceeds of Asset Sale
MEDICOR LTD: Wants Court to Stretch Loan Maturity Until May 31
MERRILL LYNCH: Moody's Cuts Ratings on 218 Tranches on Delinquency
META HEALTH: Sells Theramed In Exchange for Mutual Releases

METRO ONE: Posts Letter on Exit from Directory Assistance Business
MID OCEAN: Eroding Credit Quality Cues Moody's Two Junk Ratings
MOBILE MINI: HSR Waiting Period Expires, Continuing Merger Plans
MORGAN STANLEY: Fitch Downgrades Rating on Certs. Totaling $1.5BB
MORGAN STANLEY: Moody's Lifts Rating on $22.146 Mil. Certs. to B3

MOVIE GALLERY: 90% of Creditor Ballots Favor Chapter 11 Plan
MOVIE GALLERY: To Close Approximately 160 Stores
MOVIE GALLERY: Files Supplements to Second Amended Chapter 11 Plan
MOVIE GALLERY: Court Confirms 2nd Amended Chapter 11 Plan
NATIONSLINK FUNDING: Moody's Lifts Rating on $30.5MM Certs. to B1

NORTHWEST AIRLINES: Revives Merger Talks With Delta Air Lines
NORTHWEST AIRLINES: Inks Pact to Settle Pilots' $921MM Claim
NUANCE COMMUNICATIONS: Inks Pact Buying eScription for $363 Mil.
OPTION ONE: Fitch Lowers Ratings on Certs. Amounting to $725 Mil.
PATHEON INC: Weak Business Profile Cues S&P to Retain 'B+' Rating

PEACE ARCH: Posts CN$1.1 Million Net Loss in Qtr. Ended Nov. 30
PEOPLE'S CHOICE: Fitch Takes Rating Actions on Three Certificates
PHELPS DODGE: S&P Lifts Rating From BB+ on Adequate Debt Reduction
PLASTECH ENGINEERED: Faurecia Wants Stay Lifted to Remove Tooling
PLASTECH ENGINEERED: Reko Cries Foul on GM Forfeiting Tooling

PLASTECH ENGINEERED: Reko Cries Foul on GM Forfeiting Tooling
POLYONE CORP: Intends to Offer its $50 Mil. Senior Notes Due 2012
POLYONE CORP: Moody's Attaches 'B1' Rating on Proposed $50MM Notes
PONTIAC BUILDING: Moody's Cuts Rating to Ba3; Gives Stable Outlook
PRC LLC: Wants Lease Decision Period Extended to August 20

PRC LLC: Wants Action Removal Period Extended to July 21
PRC LLC: Wants Site Consolidation Incentive Plan Approved
PROSPECT MEDICAL: S&P Retains Negative CreditWatch on 'B-' Rating
QUALITY HOME: Soft Performance Cues Moody's Rating Cuts to 'B3'
QUALITY HOME: Soft Performance Cues S&P's Neg. Watch on 'B' Rating

QUEBECOR MEDIA: S&P Puts BB- Rating on Arm's Proposed $350MM Notes
QUICKSILVER RESOURCES: S&P Gives Positive Outlook; Retains Rating
QWEST COMMS: CFO John Richardson Resigns, Successor Search Begins
RAMP TRUSTS: Moody's Lowers Ratings on 156 Tranches From 20 Deals
RASC TRUSTS: Moody's Cuts Ratings of Tranches From 33 RMBS Deals

RENAISSANCE MORTGAGE: Fitch Downgrades $36.8MM Certificates
RICHFX INC: Obtains Court Approval on Asset Sale Procedures
RIVERSIDE PARK: S&P Attaches 'BB' Initial Rating on Class D Notes
SAINT VINCENT: Court Expunges Cargill and Fair Harbor Claims
SANCON RESOURCES: Kabani & Company Raises Substantial Doubt

SASCO 2003-BC2: $168,460 Losses Cues S&P's 'D' Rating on Class B1
SCOTTISH RE: Inks LOI to Recapture Business Ceded to Ballantyne Re
SCOTTISH RE: Explores Sale of North America Life Reinsurance Biz
SCRANTON-LACKAWANNA HEALTH: S&P Gives Negative Outlook on Bonds
SEA CONTAINER: Gets Court's Nod to Enter Charter Termination Pacts

SEA CONTAINERS: Contrarian, et al. Wants March 5 Subpoenas Quashed
SECURITY CAPITAL: Fitch Take Rating Actions on XLCA Insured Bonds
SIRVA INC: Files Supplements to Chapter 11 Plan
SOLSTICE ABS: Two Classes of 2038 Notes Get Moody's Junk Ratings
SOMERSET INT'L: WithumSmith+Brown Raises Substantial Doubt

SPECIALTY UNDERWRITING: S&P Downgrades Ratings on 26 Cert. Classes
SS&C TECHNOLOGIES: S&P Upgrades Rating to 'B+' on Improved Metrics
SUNCOM WIRELESS: Moody's Raises Rating to 'B2' on T-Mobile Merger
TABS 2005-4: Three Classes of 2045 Notes Get Moody's Junk Ratings
TAPESTRY PHARMA: Form 10K Filing Delay Cues Nasdaq Delisting

TEEVEE TOONS: Creditors Panel Taps Sonnenschein Nath as Counsel
TOURO COLLEGE: Moody's Withdraws 'Ba1' Ratings on 1999A Bonds
TROPICANA ENT: Moody's Slashes Probability of Default Rating to Ca
VERTIS INC: Will Forgo Interest Payment on Second Lien Notes
VERTIS INC: S&P Rating on 9.75% Senior Notes Tumbles to 'D' From C

VICORP RESTAURANTS: Sec. 341(a) Creditors Meeting Set for May 2
VICORP RESTAURANTS: Obtains Limited Access to Cash Collateral
VIDEOTRON LTEE: Moody's Puts 'Ba2' Rating on $350 Mil. Sr. Notes
WASHINGTON MUTUAL: Moody's Gives Stable Outlook on $1.5BB Equity
WELLMAN INC: Court Approves Edwards Angell as Conflicts Counsel

WELLMAN INC: Wants Conway Del Genio as Restructuring Advisor
WINDSWEPT ENVIRONMENTAL: Monthly Payments on Laurus Note Deferred
WJ LANG: Court Dismisses Case Over "Accidental" Filing by Counsel
WORNICK COMPANY: Section 341(a) Meeting Scheduled on April 17
WORNICK CO: Can Hire Kroll Zolfo as Special Financial Advisors

WR GRACE: Will Keep Medical Program to Support Asbestos Victims
W.R. GRACE: Wants Court's Approval to Appoint Welsh as Mediator

* Fitch Says Commodity Prices Are Not Immune To Global Slowdown
* Moody's Conducts Review on Subprime RMBS Transactions
* Global Default Rate Continues To Rise, Moody's Reports
* Moody's Issues Methodology For Rating Public Power Bonds
* S&P Downgrades 33 Classes' Ratings To 'D'  From Four CDO Deals

* S&P Downgrades 21 Tranches' Ratings From Six Cash Flows and CDOs
* S&P Downgrades Ratings on 161 Classes From 38 RMBS Transactions

* Christopher Graham Joins McKenna Long in New York Office
* Houlihan Smith Forms Scheme on Valuing Auction Rate Securities

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ABITIBIBOWATER INC: S&P Removes Unit's 'B-' Rating From Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services removed Abitibi-Consolidated
Inc., a subsidiary of AbitibiBowater Inc. (B-/Negative/--), from
CreditWatch with negative implications, where it was placed March
10.  The ratings, including the 'B-' long-term corporate credit
ratings, on Abitibi-Consolidated, parent AbitibiBowater, and
sister company Bowater Inc. (B-/Negative/--), are unchanged.  The
outlook on all three companies is negative.
     
"We removed the ratings from CreditWatch because Abitibi-
Consolidated was successful in refinancing upcoming debt
maturities, alleviating significant near-term liquidity pressure,"
said Standard & Poor's credit analyst Jatinder Mall.  The
refinancing means that Abitibi-Consolidated has only a small
($12 million) debt maturity in 2008.  "Initially the ratings on
Abitibi-Consolidated and Bowater were independent, however, the
ratings are becoming more linked as the parent begins to take on
debt to provide funds for, and guarantee, subsidiary obligations,"
Mr. Mall added.
     
The ratings on Montreal-based parent AbitibiBowater reflect the
company's participation in the declining newsprint market, its
highly leveraged capital structure, and weak cash flow generation.   
These risks are partially offset by its leading market position in
the newsprint market and expectations that synergies and high-cost
mill closures could lead to improved profitability.  
AbitibiBowater is the largest newsprint producer in North America,
with annual capacity of about 5.3 million metric tons.  The
company also produces coated and uncoated paper, pulp, and wood
products.  It has 27 pulp and paper, and 35 wood product
facilities in Canada, the U.S., South Korea, and the U.K.   
AbitibiBowater's vulnerable business risk profile stems from the
continuing decline in the North American newsprint market, which
accounts for about half of its total revenues.
     
On a stand-alone basis, Abitibi-Consolidated is more exposed to
the newsprint and wood product business.  Bowater, on the other
hand, is better diversified because it benefits from a robust pulp
and coated paper business and has very small exposure to the
lumber segment, although it is still largely exposed to declining
newsprint.
     
The negative outlook on AbitibiBowater, Abitibi-Consolidated, and
Bowater reflects weak market conditions for the newsprint and
lumber business segments, and the significant challenges the
companies face in rationalizing production capacity to meet
deteriorating demand.  S&P could lower the ratings on all three if
newsprint and lumber prices and demand decline severely and the
merged company cannot realize synergies and reduce debt as stated.   
An upgrade, although unlikely in the near term, would require
meaningful deleveraging of the company's balance sheet.


ACE SECURITIES: Fitch Acts on Ratings on Five Pass-through Certs.
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Fitch Ratings has taken these rating actions on five ACE
Securities Corp Home Equity Loan Trust mortgage pass-through
certificates.  Affirmations total $774.7 million and downgrades
total $413.0 million.  Additionally, $21.3 million was placed on
Rating Watch Negative and $37.5 million was removed from Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions:

Ace 2005-RM2 TOTAL

  -- $8.3 million class A-1A affirmed at 'AAA',
     (BL: 99.19, LCR: 4.94);

  -- $2.1 million class A-1B affirmed at 'AAA',
     (BL: 99.00, LCR: 4.93);

  -- $21.0 million class M1 affirmed at 'AA+',
     (BL: 90.15, LCR: 4.49);

  -- $18.7 million class M2 affirmed at 'AA+',
     (BL: 76.99, LCR: 3.83);

  -- $11.0 million class M3 affirmed at 'AA',
     (BL: 68.68, LCR: 3.42);

  -- $10.2 million class M4 affirmed at 'AA-',
     (BL: 60.78, LCR: 3.03);

  -- $9.6 million class M5 affirmed at 'A+',
     (BL: 53.32, LCR: 2.65);

  -- $9.3 million class M6 affirmed at 'A', (BL: 40.18, LCR: 2);

  -- $7.6 million class M7 affirmed at 'A-',
     (BL: 37.91, LCR: 1.89);

  -- $5.9 million class M8 downgraded to 'BBB' from 'A-'
     (BL: 33.96, LCR: 1.69);

  -- $5.4 million class M9 downgraded to 'BB' from 'BBB+'
     (BL: 29.71, LCR: 1.48);

  -- $5.1 million class M10 downgraded to 'BB' from 'BBB'
     (BL: 25.12, LCR: 1.25);

  -- $5.7 million class M11 downgraded to 'B' from 'BBB-', removed
     from Rating Watch Negative  (BL: 20.38, LCR: 1.01);

  -- $8.8 million class B1 downgraded to 'CC/DR6' from 'BB',
     removed from Rating Watch Negative  (BL: 13.31, LCR: 0.66).

Deal Summary

  -- Originators: ResMae (100%);

  -- 60+ day Delinquency: 38.87% (AOD Feb. 25, 2008);

  -- Realized Losses to date (% of Original Balance): 2.03% (AOD
     Feb. 25, 2008);

  -- Expected Remaining Losses (% of Current balance): 20.08%;

  -- Cumulative Expected Losses (% of Original Balance): 6.85%;

Ace 2005-SN1

  -- $22.7 million class A-1 affirmed at 'AAA',
     (BL: 63.68, LCR: 13);

  -- $58.7 million class A-2 affirmed at 'AAA',
     (BL: 16.80, LCR: 3.43);

  -- $4.5 million class M-1 affirmed at 'AA',
     (BL: 11.67, LCR: 2.38);

  -- $2.5 million class M-2 affirmed at 'A',
     (BL: 8.83, LCR: 1.8);

  -- $1.2 million class M-3 downgraded to 'BBB' from 'BBB+'
     (BL: 7.41, LCR: 1.51);

  -- $1.2 million class M-4 downgraded to 'BB' from 'BBB'
     (BL: 6.22, LCR: 1.27).

Deal Summary

  -- Originators: Washington Mutual (56%), National City, (33%),
     GE Mortgage (11%);

  -- 60+ day Delinquency: 7.32% (AOD Feb. 25, 2008);

  -- Realized Losses to date (% of Original Balance): 1.07% (AOD
     Feb. 25, 2008);

  -- Expected Remaining Losses (% of Current balance): 4.90%;

  -- Cumulative Expected Losses (% of Original Balance): 3.78%;

Ace 2005-HE2 TOTAL

  -- $59.8 million class M-1 affirmed at 'AA+',
     (BL: 90.99, LCR: 2.78);

  -- $39.0 million class M-2 affirmed at 'AA',
     (BL: 76.45, LCR: 2.34);

  -- $23.8 million class M-3 affirmed at 'AA-',
     (BL: 66.97, LCR: 2.05);

  -- $21.3 million class M-4 rated 'A+', placed on Rating Watch
     Negative (BL: 55.90, LCR: 1.71);

  -- $20.7 million class M-5 downgraded to 'BBB' from 'A+'
     (BL: 49.51, LCR: 1.51);

  -- $18.3 million class M-6 downgraded to 'BB' from 'A'
     (BL: 42.29, LCR: 1.29);

  -- $15.2 million class M-7 downgraded to 'B' from 'A-'
     (BL: 35.88, LCR: 1.1);

  -- $15.2 million class M-8 downgraded to 'CCC' from 'BBB+'
     (BL: 29.41, LCR: 0.9);

  -- $12.2 million class M-9 downgraded to 'CC/DR5' from 'BBB',
     removed from Rating Watch Negative (BL: 23.89, LCR: 0.73);

  -- $12.2 million class M-10 downgraded to 'CC/DR5' from 'BBB-',
     removed from Rating Watch Negative (BL: 18.18, LCR: 0.56);

  -- $16.5 million class B-1 revised to 'C/DR6' from 'C/DR3'
     (BL: 11.14, LCR: 0.34);

  -- $7.3 million class B-2 revised to 'C/DR6' from 'C/DR5'
     (BL: 8.83, LCR: 0.27).

Deal Summary

  -- Originators: Fremont (83%);

  -- 60+ day Delinquency: 49.74% (AOD Feb. 25, 2008);

  -- Realized Losses to date (% of Original Balance): 1.49% (AOD
     Feb. 25, 2008);

  -- Expected Remaining Losses (% of Current balance): 32.71%;

  -- Cumulative Expected Losses (% of Original Balance): 8.55%;

Ace 2005-HE3 TOTAL

  -- $43.7 million class A-1A affirmed at 'AAA',
     (BL: 88.11, LCR: 2.69);

  -- $10.9 million class A-1B affirmed at 'AAA',
     (BL: 85.02, LCR: 2.6);

  -- $34.8 million class A-2C affirmed at 'AAA',
     (BL: 87.28, LCR: 2.67);

  -- $58.4 million class M-1 affirmed at 'AA+',
     (BL: 67.18, LCR: 2.05);

  -- $35.5 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 55.68, LCR: 1.7);

  -- $22.4 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 47.34, LCR: 1.45);

  -- $19.6 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 41.45, LCR: 1.27);

  -- $18.5 million class M-5 downgraded to 'B' from 'A'
     (BL: 35.50, LCR: 1.08);

  -- $18.0 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 29.47, LCR: 0.9);

  -- $14.2 million class M-7 downgraded to 'CCC' from 'BBB'
     (BL: 24.50, LCR: 0.75);

  -- $13.1 million class M-8 downgraded to 'CC/DR6' from 'BBB-',
     removed from Rating Watch Negative (BL: 19.96, LCR: 0.61);

  -- $10.9 million class M-9 downgraded to 'C/DR6' from 'BB-'
     (BL: 15.94, LCR: 0.49);

  -- $6.5 million class B-1 downgraded to 'C/DR6' from 'B'
     (BL: 13.33, LCR: 0.41);

  -- $10.9 million class B-2 revised to 'C/DR6' from 'C/DR5'
     (BL: 10.50, LCR: 0.32).

Deal Summary

  -- Originators: Finance America (44%), OwnIt (21%), New Century
     (17%);

  -- 60+ day Delinquency: 46.47% (AOD Feb. 25, 2008);

  -- Realized Losses to date (% of Original Balance): 2.20% (AOD
     Feb. 25, 2008);

  -- Expected Remaining Losses (% of Current balance): 32.75%;

  -- Cumulative Expected Losses (% of Original Balance): 11.79%;

Ace 2005-HE4 TOTAL

  -- $48.0 million class A-1A affirmed at 'AAA',
     (BL: 90.08, LCR: 3.37);

  -- $22.1 million class A-1B affirmed at 'AAA',
     (BL: 82.04, LCR: 3.07);

  -- $57.9 million class A-2C affirmed at 'AAA',
     (BL: 80.97, LCR: 3.03);

  -- $52.6 million class M-1 affirmed at 'AA+',
     (BL: 69.24, LCR: 2.59);

  -- $45.3 million class M-2 affirmed at 'AA+',
     (BL: 58.77, LCR: 2.2);

  -- $26.3 million class M-3 affirmed at 'AA',
     (BL: 51.64, LCR: 1.93);

  -- $24.8 million class M-4 downgraded to 'BBB' from 'AA-'
     (BL: 46.33, LCR: 1.74);

  -- $22.6 million class M-5 downgraded to 'BBB' from 'A+'
     (BL: 41.22, LCR: 1.54);

  -- $20.4 million class M-6 downgraded to 'BB' from 'BBB+'
     (BL: 36.30, LCR: 1.36);

  -- $19.0 million class M-7 downgraded to 'B' from 'BBB'
     (BL: 31.56, LCR: 1.18);

  -- $17.5 million class M-8 downgraded to 'B' from 'BB+'
     (BL: 27.16, LCR: 1.02);

  -- $12.4 million class M-9 downgraded to 'CCC' from 'BB-'
     (BL: 23.87, LCR: 0.89);

  -- $10.2 million class M-10 downgraded to 'CCC' from 'B+'
     (BL: 21.12, LCR: 0.79);

  -- $13.9 million class B-1 revised to 'CC/DR5' from 'CC/DR3'
     (BL: 17.60, LCR: 0.66);

  -- $17.5 million class B-2 revised to 'CC/DR5' from 'CC/DR3'
     (BL: 13.35, LCR: 0.5).

Deal Summary

  -- Originators: New Century (64%);

  -- 60+ day Delinquency: 35.14% (AOD Feb. 25, 2008);

  -- Realized Losses to date (% of Original Balance): 1.32% (AOD
     Feb. 25, 2008);

  -- Expected Remaining Losses (% of Current balance): 26.70%;

  -- Cumulative Expected Losses (% of Original Balance): 9.28%.

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


ACE SECURITIES: Higher Delinquencies Cues Moody's 315 Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 315
tranches from 31 subprime RMBS transactions issued by ACE
Securities Corp. Home Equity Loan Trust.  67 downgraded tranches
remain on review for possible further downgrade.  The collateral
backing these transactions consists primarily of first-lien, fixed
and adjustable-rate, subprime residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

ACE Securities Corp. HEL Tr 2007-HE4

  -- Cl. A-1, Downgraded to Aa3 from Aaa

  -- Cl. A-2A, Downgraded to Aa2 from Aaa

  -- Cl. A-2B, Downgraded to Aa3 from Aaa

  -- Cl. A-2C, Downgraded to Aa3 from Aaa

  -- Cl. A-2D, Downgraded to A1 from Aaa

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa2 from Baa2

  -- Cl. M-5, Downgraded to Caa3 from Ba2

  -- Cl. M-6, Downgraded to Ca from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2005-AG1

  -- Cl. M-3, Downgraded to A1 from Aa3

  -- Cl. M-4, Downgraded to Baa1 from A1

  -- Cl. M-5, Downgraded to Ba2 from A2

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa2 from Baa2

  -- Cl. B-3, Downgraded to Caa3 from Baa3

  -- Cl. B-4, Downgraded to Ca from Ba1

  -- Cl. B-5, Downgraded to C from Ba2

ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE5

  -- Cl. M-5, Downgraded to Baa1 from A2

  -- Cl. M-6, Downgraded to Ba2 from A3

  -- Cl. M-7, Downgraded to Caa1 from Baa1

  -- Cl. M-8, Downgraded to Caa2 from Baa2

  -- Cl. M-9, Downgraded to Caa3 from Ba2

  -- Cl. M-10, Downgraded to Ca from B1

  -- Cl. B-1, Downgraded to Ca from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE6

  -- Cl. M-3, Downgraded to A2 from Aa3

  -- Cl. M-4, Downgraded to Baa1 from A1

  -- Cl. M-5, Downgraded to Ba2 from A2

  -- Cl. M-6, Downgraded to B3 from A3

  -- Cl. M-7, Downgraded to Caa1 from Baa1

  -- Cl. M-8, Downgraded to Caa2 from Baa2

  -- Cl. M-9, Downgraded to Caa3 from Ba2

  -- Cl. M-10, Downgraded to Ca from B1

  -- Cl. M-11, Downgraded to Ca from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE7

  -- Cl. M-2, Downgraded to A1 from Aa2

  -- Cl. M-3, Downgraded to Baa2 from Aa3

  -- Cl. M-4, Downgraded to Ba2 from A1

  -- Cl. M-5, Downgraded to B3 from A2

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa2 from Baa1

  -- Cl. M-8, Downgraded to Caa3 from Baa2

  -- Cl. M-9, Downgraded to Caa3 from Ba1

  -- Cl. M-10, Downgraded to Ca from Ba3

  -- Cl. M-11, Downgraded to Ca from B2

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP1

  -- Cl. M-5, Downgraded to Baa2 from A2

  -- Cl. M-6, Downgraded to B1 from A3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP2

  -- Cl. M-4, Downgraded to Baa1 from A1

  -- Cl. M-5, Downgraded to Ba2 from A3

  -- Cl. M-6, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from B1

  -- Cl. M-9, Downgraded to Caa2 from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP3

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba3

  -- Cl. M-8, Downgraded to Caa3 from B2

  -- Cl. M-9, Downgraded to Ca from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP4

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba1

  -- Cl. M-6, Downgraded to Caa2 from B2

  -- Cl. M-7, Downgraded to Caa3 from B3

  -- Cl. M-8, Downgraded to Ca from B3

  -- Cl. M-9, Downgraded to Ca from Caa2

  -- Cl. M-10, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP5

  -- Cl. A-1A, Downgraded to A2 from Aaa

  -- Cl. A-1B, Downgraded to A2 from Aaa

  -- Cl. A-2B, Downgraded to A2 from Aaa

  -- Cl. A-2C, Downgraded to A3 from Aaa

  -- Cl. A-2D, Downgraded to Baa1 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa1

  -- Cl. M-6, Downgraded to Caa2 from Baa3

  -- Cl. M-7, Downgraded to Caa3 from Ba3

  -- Cl. M-8, Downgraded to Ca from B2

  -- Cl. M-9, Downgraded to C from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6

  -- Cl. A-1A, Downgraded to A1 from Aaa

  -- Cl. A-1B, Downgraded to A1 from Aaa

  -- Cl. A-2B, Downgraded to A1 from Aaa

  -- Cl. A-2C, Downgraded to A3 from Aaa

  -- Cl. A-2D, Downgraded to A3 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba2

  -- Cl. M-6, Downgraded to Caa2 from B1

  -- Cl. M-7, Downgraded to Caa3 from B3

  -- Cl. M-8, Downgraded to Ca from Caa2

ACE Securities Corp. Home Equity Loan Trust, Series 2006-CW1

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to Ba2 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba3

  -- Cl. M-8, Downgraded to Caa2 from B3

  -- Cl. M-9, Downgraded to Caa3 from B3

  -- Cl. M-10, Downgraded to Ca from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-FM1

  -- Cl. A-1, Downgraded to Aa2 from Aaa

  -- Cl. A-2B, Downgraded to Aa2 from Aaa

  -- Cl. A-2C, Downgraded to Aa3 from Aaa

  -- Cl. A-2D, Downgraded to A1 from Aaa

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa2 from B1

  -- Cl. M-6, Downgraded to Caa3 from B3

  -- Cl. M-7, Downgraded to Ca from Caa1

  -- Cl. M-8, Downgraded to Ca from Caa2

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-FM2

  -- Cl. A-1, Downgraded to Ba1 from Aaa

  -- Cl. A-2A, Downgraded to A2 from Aaa

  -- Cl. A-2B, Downgraded to Ba1 from Aaa

  -- Cl. A-2C, Downgraded to B1 from Aaa

  -- Cl. A-2D, Downgraded to B1 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from Aa2

  -- Cl. M-3, Downgraded to Caa2 from Aa3

  -- Cl. M-4, Downgraded to Caa3 from B3

  -- Cl. M-5, Downgraded to Caa3 from B3

  -- Cl. M-6, Downgraded to Ca from Caa2

  -- Cl. M-7, Downgraded to C from Ca

  -- Cl. M-8, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1

  -- Cl. M-3, Downgraded to Baa1 from Aa3

  -- Cl. M-4, Downgraded to Ba3 from A1

  -- Cl. M-5, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa2 from Ba2

  -- Cl. M-8, Downgraded to Caa3 from B3

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE2

  -- Cl. M-2, Downgraded to A2 from Aa2

  -- Cl. M-3, Downgraded to Ba1 from Aa3

  -- Cl. M-4, Downgraded to B2 from A2

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba3

  -- Cl. M-8, Downgraded to Caa3 from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE3

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to B3 from Aa3

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa3

  -- Cl. M-6, Downgraded to Caa2 from Ba1

  -- Cl. M-7, Downgraded to Caa3 from B1

  -- Cl. M-8, Downgraded to Ca from B3

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE4

  -- Cl. A-1, Downgraded to A2 from Aaa

  -- Cl. A-2B, Downgraded to A3 from Aaa

  -- Cl. A-2C, Downgraded to Baa1 from Aaa

  -- Cl. A-2D, Downgraded to Baa1 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa2

  -- Cl. M-5, Downgraded to Caa2 from Ba2

  -- Cl. M-6, Downgraded to Caa3 from B2

  -- Cl. M-7, Downgraded to Ca from B3

  -- Cl. M-8, Downgraded to Ca from Caa3

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC1

  -- Cl. M-4, Downgraded to A3 from A1

  -- Cl. M-5, Downgraded to Ba1 from A2

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Ba1

  -- Cl. M-9, Downgraded to Caa2 from Ba2

  -- Cl. M-10, Downgraded to Caa3 from B2

ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC2

  -- Cl. A-1, Downgraded to Aa3 from Aaa

  -- Cl. A-2B, Downgraded to Aa3 from Aaa

  -- Cl. A-2C, Downgraded to A1 from Aaa

  -- Cl. A-2D, Downgraded to A1 from Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba2

  -- Cl. M-7, Downgraded to Caa2 from B2

  -- Cl. M-8, Downgraded to Caa3 from B3

  -- Cl. M-9, Downgraded to Ca from Caa3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC3

  -- Cl. A-1A, Downgraded to Baa3 from Aaa

  -- Cl. A-1B, Downgraded to Baa3 from Aaa

  -- Cl. A-2A, Downgraded to Baa3 from Aaa

  -- Cl. A-2B, Downgraded to Ba2 from Aaa

  -- Cl. A-2C, Downgraded to Ba2 from Aaa

  -- Cl. A-2D, Downgraded to Ba2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba3

  -- Cl. M-6, Downgraded to Caa2 from B3

  -- Cl. M-7, Downgraded to Caa3 from Caa2

  -- Cl. M-8, Downgraded to C from Ca

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-OP1

  -- Cl. M-3, Downgraded to A3 from Aa3

  -- Cl. M-4, Downgraded to Ba1 from A1

  -- Cl. M-5, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-8, Downgraded to Caa2 from Ba3

  -- Cl. M-9, Downgraded to Caa3 from B3

  -- Cl. M-10, Downgraded to Ca from Caa3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-OP2

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3

  -- Cl. M-4, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba2

  -- Cl. M-8, Downgraded to Caa2 from B1

  -- Cl. M-9, Downgraded to Caa3 from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP1

  -- Cl. A-1, Downgraded to Baa1 from Aaa

  -- Cl. A-2A, Downgraded to Aa1 from Aaa

  -- Cl. A-2B, Downgraded to Baa1 from Aaa

  -- Cl. A-2C, Downgraded to Baa3 from Aaa

  -- Cl. A-2D, Downgraded to Baa3 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa1

  -- Cl. M-5, Downgraded to Caa2 from Ba1

  -- Cl. M-6, Downgraded to Caa3 from B1

  -- Cl. M-7, Downgraded to Ca from Caa3

ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP2

  -- Cl. A-1, Downgraded to Aa1 from Aaa

  -- Cl. A-2A, Downgraded to Aa1 from Aaa

  -- Cl. A-2B, Downgraded to Aa2 from Aaa

  -- Cl. A-2C, Downgraded to Aa2 from Aaa

  -- Cl. A-2D, Downgraded to Aa2 from Aaa

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba3

  -- Cl. M-8, Downgraded to Caa3 from B1

  -- Cl. M-9, Downgraded to Ca from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE1

  -- Cl. A-1, Downgraded to Baa1 from Aaa

  -- Cl. A-2A, Downgraded to A3 from Aaa

  -- Cl. A-2B, Downgraded to Baa2 from Aaa

  -- Cl. A-2C, Downgraded to Baa2 from Aaa

  -- Cl. A-2D, Downgraded to Baa2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa3

  -- Cl. M-5, Downgraded to Caa2 from Ba3

  -- Cl. M-6, Downgraded to Caa3 from B3

  -- Cl. M-7, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2

  -- Cl. A-1, Downgraded to A1 from Aaa

  -- Cl. A-2A, Downgraded to Aa2 from Aaa

  -- Cl. A-2B, Downgraded to A3 from Aaa

  -- Cl. A-2C, Downgraded to A3 from Aaa

  -- Cl. A-2D, Downgraded to A3 from Aaa

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2

  -- Cl. M-6, Downgraded to Caa2 from Ba2

  -- Cl. M-7, Downgraded to Caa3 from B2

  -- Cl. M-8, Downgraded to Ca from Caa2

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE3

  -- Cl. A-1, Downgraded to Ba2 from Aaa

  -- Cl. A-2A, Downgraded to Ba1 from Aaa

  -- Cl. A-2B, Downgraded to B1 from Aaa

  -- Cl. A-2C, Downgraded to B1 from Aaa

  -- Cl. A-2D, Downgraded to B1 from Aaa

  -- Cl. M-1, Downgraded to Caa3 from Aa1

  -- Cl. M-2, Downgraded to Ca from Aa2

  -- Cl. M-3, Downgraded to Ca from Aa3

  -- Cl. M-4, Downgraded to C from Ba3

  -- Cl. M-5, Downgraded to C from Caa2

  -- Cl. M-6, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE5

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to Ba3 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba3

  -- Cl. M-7, Downgraded to Caa2 from B3

  -- Cl. M-8, Downgraded to Ca from Caa2

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1

  -- Cl. A-1, Downgraded to Ba1 from Aaa

  -- Cl. A-2A, Downgraded to Baa3 from Aaa

  -- Cl. A-2B, Downgraded to Ba3 from Aaa

  -- Cl. A-2C, Downgraded to Ba3 from Aaa

  -- Cl. A-2D, Downgraded to Ba3 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3

  -- Cl. M-4, Downgraded to Caa2 from Ba2

  -- Cl. M-5, Downgraded to Caa3 from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM2

  -- Cl. A-1, Downgraded to Ba2 from Aaa

  -- Cl. A-2A, Downgraded to Ba1 from Aaa

  -- Cl. A-2B, Downgraded to Ba3 from Aaa

  -- Cl. A-2C, Downgraded to B1 from Aaa

  -- Cl. A-2D, Downgraded to B1 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3

  -- Cl. M-4, Downgraded to Caa2 from B2

  -- Cl. M-5, Downgraded to Caa3 from B3

  -- Cl. M-6, Downgraded to Ca from Caa3


ADELPHIA COMMS: Court Okays Pact Resolving NBC Rejection Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement between the reorganized Adelphia
Communications Corp. and its debtor-affiliates, and certain NBC
entities that resolves NBC Rejection Claims.

As reported in the Troubled Company Reporter on March 14, 2008,
National Broadcasting Company, Bravo Company, CNBC, Inc., MSNBC
Cable, L.L.C., and Universal Television Networks filed Claim Nos.
19606, 19607, 19608, 19609, 19610,19611, 19612, and 19613 in
August 2006, against the ACOM Debtors, asserting about
$11,969,064 plus unliquidated amounts in contract rejection
damages.  Subsequently, the ACOM Debtors disputed the NBC
Rejection Claims.

The Reorganized ACOM Debtors and the NBC Affiliates decided to
settle their claims dispute.  In a stipulation with the NBC
Affiliates, the Reorganized ACOM Debtors agreed to:

   (a) withdraw their objection to the NBC Rejection Claims; and

   (b) grant CNBC a $7,150,000 Allowed ACC Other Unsecured Claim,
       as that term is defined in the ACOM Debtors' First
       Modified Fifth Amended Joint Plan of Reorganization,
       against ACOM.

In return, the NBC Affiliates agreed to withdraw the NBC Rejection
Claims.

Both parties further agreed to waive and release any and all
claims against each other related to the NBC Rejection Claims and
the Claims Objection.

                 About the Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust that
was formed pursuant to the ACOM Debtors' First Modified Fifth
Amended Joint Plan of Reorganization, which became effective
Feb. 13, 2007.  The ART holds certain litigation claims
transferred pursuant to the Plan against various third parties
and exists to prosecute the causes of action transferred to it
for the benefit of holders of ART interests.

                     About Adelphia Comms

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

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

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 186; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED CELL: Says It Erred in Stating Auditor Agreed on Findings
------------------------------------------------------------------
Subsequent to the filing of the company's Form 8-K dated March 27,
2008, the company filed on April 7, 2008, an amendment on Form
8-K/A to correct an incorrect statement regarding the concurrence
of the company's auditor with its decision to amend and restate
its previously issued audited consolidated financial statements
and other financial information for the years ended Dec. 31, 2007,
and the unaudited consolidated financial statements for the
quarters ended Sept. 30, 2006, March 31, 2007, June 30, 2007, and
Sept. 30, 2007.

As reported in the Troubled Company Reporter on April 3, 2008, the
Company disclosed that its consolidated financial statements and
information contained in the company's Form 10-QSB filed with the
Securities and Exchange Commission on Nov. 20, 2006, for the
quarter and nine months ended Sept. 30, 2006, did not properly
account for the debentures and warrants issued in September, 2006.

The company's current auditor, Singer Lewak Greenbaum & Goldstein
LLP, has not yet reviewed the foregoing matters, and has indicated
that it will do so following review by the auditor of the company
who was engaged at the time the error occurred.  Following the
correction of the errors, the company will restate its
consolidated financial statements for the affected period and
amend all periodic reports filed for the relevant periods.

                About Advanced Cell Technology Inc.

Headquartered in Alameda, California, Advanced Cell Technology
Inc. (OTCBB:ACTC) -- http://www.advancedcell.com/-- is a      
biotechnology company focused on developing and commercializing
human stem cell technology in the emerging field of regenerative
medicine.  It has developed and maintained a portfolio of patents
and patent applications that form the proprietary base for its
embryonic stem cell research and development.  The company
operates facilities in Alameda, California and Worcester,
Massachusetts.

At Sept. 30, 2007, the company's unaudited consolidated balance
sheet showed $15.6 million in total assets and $42.1 million in
total liabilities, resulting in a $26.5 million total  
stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Advanced Cell Technology Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's minimal sources
of revenue, substantial losses, substantial monetary liabilities
in excess of monetary assets and accumulated deficits as of
Dec. 31, 2006.

The company expects that it will not be able to continue as a
going concern and fund cash requirements for operations through
June 30, 2008, with current cash reserves.


ADVANCED MICRO: Weak Quarter Results Spurs Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service placed Advanced Micro Devices' B1
corporate family and probability of default ratings, along with
its B2 senior unsecured rating, under review for possible
downgrade following the company's announcement that first quarter
2008 results will be weaker than anticipated.

AMD announced that first quarter revenue will be down 15%
sequentially to approximately $1.5 billion as compared to earlier
guidance of a seasonal decline of 7%.  The company also announced
that it expects to take a charge in the second quarter related to
plans to reduce its work force by 10% but that it is unable to
quantify the amount of the charge at this time.  Given the high
fixed cost nature of the microprocessor business in addition to
its currently weaker offerings in the high end server market,
Moody's expects that a significant portion of the revenue
shortfall will fall to the bottom line, resulting in a larger net
loss than earlier anticipated.

The rating action reflects the ongoing challenges AMD faces in
terms of generating sustained profits and cash flow in the face of
continued strong competition from Intel throughout its
microprocessor offerings, delayed product introductions, and the
softer macro environment.

In previous reports, Moody's noted that, "AMD's ratings could come
under downward pressure to the extent that product launches are
delayed, if it experiences operating losses in the second half of
2007, or if cash levels fall below $1.2 billion.  Alternatively, a
stabilization of its ratings outlook could emerge if AMD is able
to make steady progress towards sustainable free cash flow from
operations, which would enhance financial flexibility that is
critical in the capital intensive and volatile microprocessor
segment."

AMD ended fiscal 2007 with about $1.9 billion of cash and
equivalents.  Available cash is above the minimum $1.2 billion
level that Moody's has previously outlined would be a trigger to
downwards rating pressure, owing largely to the $608 million
equity contribution from the Mubadala Development Company in the
fourth quarter of 2007.  However, the company's announcement
raises the likelihood that a return to profitability will be
delayed and that the company will continue to consume cash on an
operational basis.

The review will focus on:

(1) the prospects for a sustained recovery to material levels of
    profitability and cash flow generation sufficient to
    internally fund product development and necessary technology
    transitions and capacity expansion,

(2) management's plans to buttress its liquidity position, and

(3) the prospects that the company's pending "asset smart"
    strategy could yield a material change in its operational,
    debt, and liquidity profile.

Rating placed under review include:

  -- Corporate family rating B1;

  -- Probability-of-default rating B1;

  -- $390 million senior unsecured notes due August 2012 at B2
     (LGD5, 73%).

Advanced Micro Devices, Inc., headquartered in Sunnyvale,
California, designs and manufactures microprocessors and other
semiconductor products.


ADVANCED MICRO: Low Revenues Cues S&P's Negative Watch on B Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and senior unsecured ratings on Sunnyvale, California-based
Advanced Micro Devices Inc. on CreditWatch with negative
implications.
     
The action follows AMD's announcement that first-quarter revenues
will be lower than previously expected as a result of weakening
business conditions and continued technical challenges.  The
company now expects a decline in March quarter revenues that
exceeds normal seasonality for the quarter, to $1.5 billion,
raising concerns about negative free cash flows and prospects for
improvement.  Cash balances of $1.9 billion as of Dec. 31, 2007,
are adequate for the near term, although the company appears to
have only limited additional sources of liquidity as it addresses
overall operational problems.
     
Following competitor Intel Corp.'s (A+/Stable/A-1+) product line
refresh in mid-2006, AMD's earlier technology lead and
profitability dwindled, while the largely debt-funded acquisition
of ATI Technologies Inc. reduced AMD's financial flexibility to
deal with marketplace challenges.  After generating good operating
profitability in late 2005 and early 2006, EBITDA weakened sharply
and recovered only moderately in the December quarter.  Free cash
flow remained at negative $200 million, despite less capital
spending, in the September and December 2007 quarters.  The
company has been implementing a strategy to reduce its negative
free cash flows through a combination of operating cost reductions
and continued lower capital expenditures, but progress has been
slow and anticipated improvement may be delayed.
     
"We will meet with management to discuss its revised restructuring
plan to reduce costs, its progress on new product introduction,
and the impact on liquidity and cash flow to resolve the
CreditWatch," said Standard & Poor's credit analyst Bruce Hyman.


ALIVE TECH: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: ALIVE Tech Inc.
        600 Peachtree Parkway
        Suite 112
        Cumming, GA 30041

Bankruptcy Case No.: 08-20908

Chapter 11 Petition Date: April 2, 2008

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr P.C.
                  300 Galleria Parkway, N.W.
                  Suite 960
                  Atlanta, GA 30339
                  Tel: 770-984-2255
                  pmarr@mindspring.com

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

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

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
3VR Seciroty Inc.                account payable   $1,792,000
475 Brannan Street,
Suite 430
San Francisco, CA 94107

Johnson Controls Security        business dispute  $1,000,000
Systems LLC
910 Clopper Road
Gaithsburg, MD 20877

Cirrus Investments LP            account payable   $425,103
Attn: Boccardo Management Group
985 University Avenue,
Suite 12
Los Gatos, CA 95032-7639

Ventures & Solutions LLC         consulting        $200,000
Attn: Dale W. Church             services
Nine Franklin Street
Slexandria, VA 22314

White Lee LLP                    account payable   $134,412

600 Peachtree Parkway LLC        arrearage under   $98,036
                                 premies lease

Holland & Knight                 account payable   $70,859

Kevin Knaus                      shareholder loan  $50,000

Fish & Richardson PC             account payable   $39,922

Britain Consulting LLC           consulting        $29,183
                                 services

American Express                 credit card       $28,900
                                 account

Outlook Solutions Inc.           account payable   $21,571

Lydia Kossman                    wages             $14,690

Steven Lopez                     wages             $12,506

VCT Vision                       account payable   $10,771

R&R Diversified LLC              account payable   $9,800

Capital One                      credit card       $8,810

Kossman Consulting Inc.          wages             $7,352

Worldwide Travel Marketing       account payable   $5,000


ALPHATRADE.COM: Chisholm Bierwolf Raises Substantial Doubt
----------------------------------------------------------
Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, raised
substantial doubt about AlphaTrade.com's ability to continue as a
going concern after auditing the company's financial statements
for the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's significant losses from operations and
dependence on financing to continue operations.

For the year ended Dec. 31, 2007, the company posted a $3,688,403
net loss on $5,978,825 of total revenues as compared with a
$4,736,539 net loss on $4,395,996 of total revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $1,192,280 in
total assets and $4,839,814 in total liabilities, resulting in a
$3,647,534 stockholders' deficit.

The company had a $961,521 stockholders' deficit at Dec. 31, 2006.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $846,647 in total current assets available to pay
$4,839,814 in total current liabilities.

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

Based in North Vancouver, British Columbia, AlphaTrade.com (OTCBB:
APTD) -- http://www.alphatrade.com/-- provides both real-time and  
delayed stock market quotes to subscribers via the Internet.


AMERICAN HOME: Servicing Business Buyer Moves to Close Sale
-----------------------------------------------------------
AH Mortgage Acquisition Co., Inc., the entity created by Wilbur
L. Ross to purchase the mortgage servicing business of American
Home Mortgage Investment Corp. for about $500,000,000, asks the
U.S. Bankruptcy Court for the District of Delaware to direct
sellers American Home Mortgage Investment Corp., American Home
Mortgage Corp., and American Home Mortgage Servicing, Inc., to
effectuate the final closing under their Asset Purchase Agreement
dated as of September 25, 2007.

Judge Christopher Sontchi approved in October 2007 the sale of the
Debtors' loan servicing business to AHM Acquisition under a two-
stage closing process.  The Debtors agreed, effective on the
initial closing, to temporarily service the loans, until final
closing when AHM Acquisition obtains licenses to take over the
servicing business.

On March 16, 2008, AHM Acquisition notified AHM that 40 of the 44
needed licenses to proceed to closing had been obtained.  It then
held daily conference calls wit the Debtors in anticipation of
the final closing of the sale, and worked toward finalizing
various agreements, including the Transition Services Agreement
and the post-Final Closing servicing agreements.  The parties,
then, set March 31, 2008, as the Final Closing date.

Although AHM Acquisition had satisfied the Regulatory Approval
Condition, the Debtors failed to effectuate the Final Closing on
March 31 because of a regulatory issue associated with two
mortgage servicing agreements that are not included in the
Purchased Assets.

AHM relates that the APA contemplates that it enter into a sub-
servicing arrangement with the Debtors to service mortgage loans
under servicing agreements that are not included in the sale.  It
notes, however, that a problem arose relating to the need for
both the Debtors and AHM Acquisition to be licensed to service
those loans.  Additionally, the Debtors indicated that one of the
servicing agreements, a repurchase agreement with Calyon New York
Branch, required Calyon's consent for AHM Acquisition to act as
subservicer.  On April 3, 2008, the parties resolved the
regulatory issues associated with the sub-servicing arrangements.

Victoria W. Counihan, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, relates that on April 4, AHM Acquisition
sent a demand letter to the Debtors (i) formally notifying them
that AHM Acquisition has satisfied the Regulatory Approval
Condition and that, to the extent there is doubt on the
condition's satisfaction, AHM Acquisition waives the condition,
and (ii) demanding that they comply with the APA and effectuate
the Final Closing no later than April 7.

"Although the Debtors initially agreed to close on April 7, the
Debtors informed [AHM Acquisition] on April 7 that they were not
willing to close because they had not yet obtained Calyon's
consent," Ms. Counihan tells Judge Sontchi.

Ms. Counihan asserts that although the Debtors have no legal
basis to delay the Final Closing because of the long-standing
dispute between them and Calyon, they are holding AHM Acquisition
hostage because of the purported need for a consent and the
Debtors' apparent insistence, perhaps at the behest of their
prepetition lenders, in reaching a global settlement with Calyon
before effectuating the Final Closing.  She insists that
obtaining Calyon's consent is not a condition to the Debtors'
obligation to effectuate the Final Closing.

The Debtors' refusal to effectuate the Final Closing is exposing
the bankruptcy estates to the continuing accrual of AHM
Acquisition' administrative claims, Ms. Counihan tells the Court.  
She says that for each day the Final Closing is delayed causes
AHM Acquisition to suffer damages under the APA.  She notes that
the APA allocates, among other provisions, certain overhead costs
of the Servicing Business, totaling $350,000 per month, to AHM
Acquisition during the period between the Initial Closing Date
and the Final Closing Date.  Thus, she says, the longer the Final
Closing is delayed, the more overhead costs AHM Acquisition will
incur, and the more fees AHM Acquisition will forego.

AHM Acquisition cannot wait for an extended period while the
Debtors seek to obtain Calyon's consent because AHM Acquisition
has entered into other significant transactions that are
dependent upon the Final Closing under the APA, Ms. Counihan
declares.  She discloses that AHM Acquisition has agreed to
acquire the mortgage servicing rights of Option One Mortgage
Corporation.  She informs the Court that one of the condition for
the closing of the Option One sale, which is targeted to close on
April 30, is that the Final Closing has occurred on AHM
Acquisition's acquisition of the Servicing Business.

To the extent that the Debtors' failure to effectuate the Final
Closing causes AHM Acquisition to miss the targeted April 30
closing date for the Option One Sale, AHM Acquisition intends to
hold the estates and the Debtors' prepetition lenders, if they
caused the delay, liable for all damages incurred, Ms. Counihan
asserts.  She adds that it is imperative that AHM Acquisition
maintains the confidence of the Servicing Business employees, the
counterparties to servicing agreements, and state regulators.

AHM Acquisition also asks Judge Sontchi to consider its request
on an expedited basis, and suggests that the request be heard at
the next omnibus hearing currently set for April 14, 2008, at
10:00 a.m.

                       About American Home

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

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

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

(American Home Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


AMERICAN HOME: Moody's Downgrades Ratings on 29 Certificates
------------------------------------------------------------
Moody's Investors Service has downgraded 29 certificates and
placed on review for possible downgrade three classes of
certificates from five transactions issued by American Home
Mortgage Investment Trust.  Most of the affected pools in these
transactions are backed by second lien loans.  Group one of the
American Home Mortgage Investment Trust 2005-SD1 is backed by
scratch and dent collateral.  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.

AHMIT 2005-SD1 Group I bonds are backed primarily by first lien
adjustable-rate and fixed-rate scratch and dent mortgage loans.   
The transaction has experienced an increasing proportion of
severely delinquent loans.  Timing of losses will cause the
protection available to the subordinated bonds to be diminished.

Complete rating actions are:

Issuer: American Home Mortgage Investment Trust 2005-SD1

  -- Cl. I-A1, Downgraded to Aa2 from Aaa

  -- Cl. I-M1, Downgraded to A2 from Aa2

  -- Cl. I-M2, Downgraded to Baa2 from A2

  -- Cl. I-M3, Downgraded to Ba2 from Baa2

  -- Cl. II-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-M1, Downgraded to A2 from Aa2

  -- Cl. II-M2, Downgraded to Ba2 from A2

  -- Cl. II-M3, Downgraded to Ca from Baa2

Issuer: American Home Mortgage Investment Trust 2006-2

  -- Cl. IV-A, Downgraded to Ba1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. IV-M-1, Downgraded to Caa2 from Baa3

  -- Cl. IV-M-2, Downgraded to Caa3 from B1

  -- Cl. IV-M-3, Downgraded to Ca from B3

  -- Cl. IV-M-4, Downgraded to C from Caa2

  -- Cl. IV-M-5, Downgraded to C from Ca

Issuer: American Home Mortgage Investment Tr 2006-3

  -- Cl. IV-A, Downgraded to Baa3 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. IV-M-1, Downgraded to Ba2 from Aa3

  -- Cl. IV-M-2, Downgraded to Caa1 from A3

  -- Cl. IV-M-3, Downgraded to Caa2 from Baa1

  -- Cl. IV-M-4, Downgraded to Caa3 from Baa2

  -- Cl. IV-M-5, Downgraded to Ca from Baa3

  -- Cl. IV-M-6, Downgraded to C from Ba1

  -- Cl. IV-M-7, Downgraded to C from B2

  -- Cl. IV-M-8, Downgraded to C from Ca

Issuer: American Home Mortgage Investment Trust 2007-A

  -- Cl. II-A, Downgraded to B3 from Aaa

  -- Cl. II-M-1, Downgraded to C from Ba1

  -- Cl. II-M-2, Downgraded to C from Caa3

Issuer: American Home Mortgage Investment Trust 2007-2

  -- Cl. II-A, Downgraded to B3 from Baa1

  -- Cl. II-M-1, Downgraded to Caa3 from Ba1

  -- Cl. II-M-2, Downgraded to C from Caa2

  -- Cl. II-M-3, Downgraded to C from Ca


AMERICAN TONERSERV: Perry-Smith Raises Substantial Doubt
--------------------------------------------------------
Perry-Smith LLP in Sacramento, Calif., raised substantial doubt
about American TonerServ Corp.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses from operations, accumulated
deficit and working capital deficit.

For the year ended Dec. 31, 2007, the company's net loss increased
to $4,832,325 from $1,933,869 in 2006.  The company's total
revenues also increased to $3,630,531 for the year ended Dec. 31,
2007, from $456,433 in 2006.

At Dec. 31, 2007, the company's balance sheet showed $8,836,301 in
total assets, $7,054,564 in total liabilities, and $1,781,737 in
total stockholders' equity.

The company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $2,606,840 in total current assets available to pay
$4,728,464 in total current liabilities.

The company had $17,578,840 of accumulated deficit at Dec. 31,
2007.

The auditing firm said the company has suffered recurring losses
from operations resulting in an accumulated deficit of
$17,578,840.  Current liabilities exceed its total current assets
at Dec. 31, 2007, by $2,121,624

                        Subsequent Events

On Jan. 8, 2008, the board of directors elected Chuck Mache to
serve as chairman of the board.

On Jan. 22, 2008, the company entered into consulting agreements
with Chuck Mache, chairman, and Thomas H. Hakel, director for
$5,000 per month.  These agreements are cancelable with 30 days
notice.

On Jan. 24, 2008, the company converted $300,000 of a $960,000
line of credit available for Stand By letter of Credits into cash
for working capital purposes.  The line of credit has an interest
rate of 7.5% and is due and payable on June 30, 2008.

On Jan. 25, 2008, the company granted 75,000 options to an
employee.  These options have an exercise price of $0.25 per share
with a four-year vesting schedule.

On March 3, 2008 the company established NC TonerServ LLC and
opened a new office in Morrisville, North Carolina, with seven
employees to begin selling printer supplies and services to
businesses.  The company granted 75,000, 45,000, 5,000 and 5,000
options to four key employees.  These options have an exercise
price of $0.25 per share with a four-year vesting schedule.

On March 5, 2008, the company received a loan from Rob Gutierrez
for $100,000 with 10% interest and due in 30 days.

On March 5, 2008, the company issued Rob Gutierrez 150,000 options
in exchange for consulting services.  These options have an
exercise price of $0.25 per share and vest equally over
24 months.

On March 6, 2008, the company amended its original termination
agreement dated Oct. 22, 2007, with Dinosaur Securities.  The
company issued 750,000 warrants to Dinosaur Securities in lieu of
the 600,000 shares originally agreed upon as settlement.

On March 6, 2008, the company terminated its relationship with
After Market Support LLC and Keating Investments.  As part of the
termination, AMS will return 3,000,000 common shares that it
purchased for $3,000 as part of the deal.

During the period from January 2008 to March 2008, the company
raised $1,250,000 from 12 accredited investors related to the
company's Common Stock and Warrants offering.

On March 25, 2008, the company entered into an agreement with
Merriman Curhan Ford & Co. to represent American TonerServ to act
as its exclusive financial advisor to assist in capital raising
efforts and general investment banking services.  As compensation
for MFC's services, MFC will receive shares of the company's
common stock valued at $500,000.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?29f9

                     About American TonerServ  

Based in Santa Rosa, Calif., American TonerServ Corp., formerly
known as Q Matrix Inc. (OTCBB: ASVP.OB) --
http://www.americantonerserv.com/-- is a consolidator in the  
highly fragmented printer supplies and services industry.  ATS
acquires, integrates and manages independent businesses that
deliver printer supplies, services and equipment to small/mid-
sized businesses.


AMERIGROUP CORP: S&P Lifts Rating on Senior Bank Facility to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Amerigroup
Corp.'s senior secured bank facility to 'BB+' from 'BB'.  Standard
& Poor's also said that it assigned it '2' recovery rating to this
debt, indicating its expectation for a substantial (70%-90%)
recovery in the event of a payment default scenario.
     
At the same time, Standard & Poor's lowered its rating on AGP's
senior unsecured convertible notes to 'B+' from 'BB'.  In
addition, Standard & Poor's assigned a '6' recovery rating to this
debt, indicating the expectation for a negligible (0%-10%)
recovery in the event of a payment default scenario.
     
The senior secured bank facilities consist of a $50 million
revolving credit facility and a $130 million synthetic letter of
credit facility due March 2012.  The principal amount of the
convertible senior unsecured notes is $260 million, maturing May
2012.
     
AGP used the proceeds mainly to post a bond to stay the
enforcement of a judgment in Qui Tam litigation pending the
resolution of an appeal by the company and its Illinois
subsidiary.  As of March 2008, the company had drawn
$102.5 million from the senior secured facility and nothing from
the revolver.
      
"In assigning recovery ratings, we simulate a payment default
scenario that incorporates a borrower's fundamental business risks
and the financial risk inherent in its existing capital
structure," noted Standard & Poor's credit analyst Hema Singh.   
"Our methodology assumes that all committed debt is fully funded
but generally does not make any assumptions for the addition of
any other debt prior to default."


AMERIQUEST MORTGAGE: S&P Junks Rating on Class M-5 Certs. From 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of asset-backed pass-through certificates from Ameriquest
Mortgage Securities Inc.'s series 2003-8 and removed one of the
lowered ratings from CreditWatch with negative implications.  In
addition, S&P affirmed its ratings on seven other classes from the
same series.
     
The downgrades reflect continuous adverse pool performance.   
Monthly losses have outpaced excess interest for 11 of the 12 most
recent months, and these losses have continuously reduced the
credit support available to the classes.  As of the March 2008
remittance period, cumulative realized losses were
$50.704 million, and the pool had paid down to 13.63% of its
original principal balance.  Serious delinquencies (90-plus days,
foreclosures, and REOs) were $32.55 million, 13x the current
overcollateralization amount, which is currently below target by
about $10 million.
     
Subordination, excess interest, and overcollateralization provide
credit support for this transaction.  At issuance, the collateral
backing this deal consisted of subprime, fixed- and adjustable-
rate, fully amortizing first-lien mortgage loans secured by one-
to four-family residential properties.
  
       Rating Lowered and Removed From CreditWatch Negative

               Ameriquest Mortgage Securities Inc.
       Asset-backed pass-through certificates series 2003-8

                                  Rating
                                  ------
                         Class To        From
                         ----- --        ----
                         M-3   BBB-      BBB/Watch Neg    

                          Ratings Lowered

               Ameriquest Mortgage Securities Inc.
       Asset-backed pass-through certificates series 2003-8

                                  Rating
                                  ------
                         Class To        From
                         ----- --        ----
                         M-4   B         BB
                         M-5   CCC       B        

                         Ratings Affirmed

               Ameriquest Mortgage Securities Inc.
       Asset-backed pass-through certificates series 2003-8

                      Class            Rating
                      -----            ------
                      AV1, AV2, AF5    AAA
                      M-1              AA
                      M-2              A
                      MV-6             CCC               
                      MF-6             CCC


AMR CORP: Cancels More than 1,000 Flights; Resumes Aircraft Check
-----------------------------------------------------------------
American Airlines canceled more than 900 flights on Thursday as it
works to complete the inspections of its MD-80 fleet.  The airline
is also working to re-accommodate customers affected by the
cancellations.

As of Wednesday afternoon,

    * 179 MD-80 aircraft were completely inspected;
    * 60 of the 179 MD-80s were returned to service;
    * 119 of the 179 MD-80s were still undergoing work;
    * 121 MD-80s remain to be inspected.

On Wednesday, American officially canceled 1,094 flights, in
addition to the 460 canceled on Tuesday.

"We apologize for the inconvenience this has caused our
customers," Gerard Arpey, Chairman and CEO of American Airlines,
said.  "American will do whatever it takes to assist those
affected by these flight changes and our employees are working
hard to ensure that we remain their choice for air travel.  This
includes compensating those inconvenienced customers who stayed
overnight in a location away from their final destination."

"We continue to inspect every airplane to ensure we are in total
agreement with the specifications of the directive," Mr. Arpey
said.  "We will get back to a full schedule as quickly as
possible."

These inspections were conducted to ensure compliance with a
Federal Aviation Administration directive related to the bundling
of wires in the aircraft's wheel well of the MD-80 aircraft.  
These inspections -- based on FAA audits -- are related to
detailed, technical compliance issues and not safety-of-flight
issues.

American also plans to contract with an independent third party to
review American’s processes for compliance with all future FAA
airworthiness directives.  This work will ensure that all
procedures strictly adhere to the technical elements of every
directive so American can avoid this type of schedule disruption
in the future.

Customers who were scheduled on a flight that was canceled may
request a full refund or apply the value of their ticket toward
future travel on American Airlines.  Additionally, customers
scheduled to travel on any MD-80 flight April 8 to 11, even if
their flight has not been canceled, may rebook without a change
fee to any AA flight with availability in the same cabin as long
as their travel begins by April 17.

Customers who were inconvenienced with overnight stays should go
to http://www.AA.com/where a link has been established to request  
information about compensation.  Customers also are encouraged to
continue to check http://www.AA.com/or to contact their travel  
agents for flight status information.

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

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

                          *     *     *

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


ANF DEER CREEK: Court Converts Bankr. Case to Ch. 7 Liquidation
---------------------------------------------------------------
The Honorable Theodor C. Albert of the U.S. Bankruptcy Court for
the Central District of California denied ANF Deer Creek LLC's
request to obtain cash collateral, and concurrently converted the
Debtor's bankruptcy case to a Chapter 7 liquidation proceeding.

The Debtor previously asked the Court for permission to use the
cash collateral of its secured creditor Mesa West Real Estate
Income Fund, L.P.  The Debtor related that it signed a Deed of
Trust with Mesa, encumbering substantially all of the Debtor's
real property assets.

Mesa asserted that any and all money in the Debtor's debtor-in-
possession bank accounts constitutes its cash collateral.  The
principal amount due to Mesa was $19 million, including interest
and other charges.

The Debtor told the Court that it faced an immediate need to use
the cash collateral for the continuation of its business.  The
Debtor related that it was unable to reach a consensual resolution
of the cash collateral issue before the need for use of Mesa' cahs
collateral became dire.

However, Mesa argued that it has a perfected security interest in
all the Debtor's cash collateral.  It asserted that the Debtor has
failed to provide -- and cannot provide -- adequate protection of
Mesa's interest in the cash collateral.

Mesa declared that the Debtor's property is deteriorating in
value, and opposed the further diminution of Mesa's interest in
the Debtor's property.  It complained of a lack in adequate
protection to be given by the Debtor.

The Court decided to convert the case to a liquidation proceeding
in a March 31 hearing.

Based in Lake Forest, California, ANF Deer Creek, LLC owns and
develops real estate.  The developer filed for Chapter 11
protection on Mar. 5, 2008 (Bankr. C.D. Calif. Case No. 08-11068).  
Leonard M. Shulman, Esq. at Shulman, Hodges & Bastian, LLP
represents the Debtor in its restructuring efforts.  The Debtor's
schedules reflected total assets of $21,159,060 and total
liabilities of $21,159,080.

    
ARCA FUNDING: Moody's Junks Rating on $99.5 Mil. Notes From 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Arca Funding 2006-I, Ltd.  The notes affected by
this rating action are:

Class Description: $99,500,000 Class II Funded Senior Notes Due
2046

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

Class Description: $59,500,000 Class III Funded Senior Notes Due
2046

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

Class Description: $17,000,000 Class IV Funded Senior Notes Due
2046

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

Class Description: $17,000,000 Class V Funded Mezzanine Notes Due
2046

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

Class Description: $17,000,000 Class VI Funded Mezzanine Notes Due
2046

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

Class Description: $7,000,000 Class VII Funded Mezzanine Notes Due
2046

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

Class Description: $7,000,000 Class VIII Funded Mezzanine Notes
Due 2046

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence as reported by
the Trustee on March 27, 2008, of an event of default caused by a
failure of the Class I Par Coverage Ratio to be greater than or
equal to 100 per cent, pursuant Section 5.1(j) of the Indenture
dated Oct. 11, 2006.

As provided in Article 5 of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral and the Notes.

The rating actions taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.

Arca Funding 2006-I, Ltd. is a collateralized debt obligation
backed by a portfolio of structured finance securities.


ARLO VII: Three Classes of Notes Acquire Moody's Rating Reviews
---------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
ARLO VII Limited Series 2006.

Issuer: ARLO VII Limited Series 2006-13 (SABS)

Class Description: $15,625,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2047

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Issuer: ARLO VII Limited Series 2006-14 (SABS)

Class Description: $25,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2046,

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Issuer: ARLO VII Limited Series 2006-15 (SABS)

Class Description: $30,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2047

  -- Prior Rating: Baa1, 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.


ARLO VI: Moody's Junks Ratings on Two Notes; Reviews Eight Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
ARLO VI Limited Series 2006.

Class Description: $10,000,000 Initial Tranche Notional Amount
Credit Default Swap with Barclays Bank plc, Series 2006-3

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $15,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2040, Series 2006-4

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $15,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2040, Series 2006-5

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

Class Description: $10,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2040, Series 2006-6

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

Class Description: $10,000,000 Class A Variable Secured Limited
Recourse Credit-Linked Notes due 2046, Series 2006-9

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

Class Description: $12,500,000 Class B Variable Secured Limited
Recourse Credit-Linked Notes due 2046, Series 2006-9

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $10,000,000 Class A Variable Secured Limited
Recourse Credit-Linked Notes due 2046, Series 2006-10

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

Class Description: $12,500,000 Class B Variable Secured Limited
Recourse Credit-Linked Notes due 2046, Series 2006-10

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

Additionally, Moody's downgraded these notes:

Class Description: $10,000,000 Class A Variable Secured Limited
Recourse Credit-Linked Notes due 2046, Series 2006-8

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

Class Description: $12,500,000 Class B Variable Secured Limited
Recourse Credit-Linked Notes due 2046, Series 2006-8

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

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


ASARCO LLC: Wants Environmental Claims from PRPs Disallowed
-----------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to disallow certain
environmental claims filed by potentially responsible parties.

The Court previously entered a case management order for the
estimation of environmental claims filed by state and federal
government agencies and third parties against the Debtors.  
Estimation proceedings have been held and the Debtors have
reached settlements regarding the majority of the environmental
claims covered by the CMO.  

Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
relates that the Debtors have reached an agreement-in-principle
with their creditor constituencies holding the majority of claims
on the structure of a plan of reorganization.  In anticipation of
confirmation of a reorganization plan, the Debtors need to
resolve environmental claims filed by potentially responsible
parties.

The Debtors believe that the PRP Claims fall into:

   i) claims for future costs;

  ii) claims barred by the contribution protection provided by the
      environmental claims settlement agreements; and

iii) claims for past costs that are not barred by contribution
      protection.

The Debtors assert that the PRP Future Claims are contingent
claims by co-liable parties for reimbursement or contribution.  
Mr. Davis notes that Section 502(e)(1)(B) of the U.S. Bankruptcy
Code mandates disallowance of claims when:

   * the claimant is co-liable with the debtor on the claim;
   * the claim is for reimbursement or contribution; and
   * the claim is contingent as of the time of allowance or
     disallowance of the claim.

In addition, the Debtors assert that many of the PRP Claims are
barred by the contribution protection that the U.S. Government
and several state governments have provided or will provide
ASARCO under settlement agreements resolving environmental
claims.  Mr. Davis says that the U.S. Supreme Court is
encouraging district courts to apply equitable apportionment
principles under CERCLA to ensure that settling PRPs that have
paid their fair share of liability may not be subject to
additional contribution in a PRP action.

For the reasons stated, the Debtors ask the Court to disallow the
PRP Claims.  A schedule of the Disallowed PRP Claims is available
for free at http://researcharchives.com/t/s?2a5e

The Debtors also ask the Court to enter a case management order
that establishes proceedings, which require:

   (1) each PRP to file an initial disclosure by April 10, 2008,
       that provides these information:

          * all documents relating to the PRP's proof of claim;

          * the factual and legal basis for the PRP's claim;

          * the amount of costs to which the PRP alleges it is
            entitled, and the claimant's basis for asserting that
            that claim is not duplicative of the claims of
            federal and/or state governments; and

          * whether the PRP intends to assert secured,
            administrative or other priority for the PRP's claim
            and, if so, identification of the site and the basis
            for the secured or priority claim; and

   (2) mediation between each PRP and ASARCO prior to estimation
       or disallowance of the PRP claims.

                           About ASARCO

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

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

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

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

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


ASARCO LLC: Wants Court to Approve St. Paul Insurance Settlement
----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to approve its insurance
settlement with St. Paul Fire & Marine Insurance Company

St. Paul and Seaboard Surety Company issued several surety bonds
on behalf of ASARCO LLC, as principal, including:

   Bonds                    Purpose                     Amount
   -----                    -------                  -----------
   Mission Bonds            To bond certain of       $11,654,896
                            ASARCO's obligations
                            relating to its
                            Mission Mine
                            operations


   Flow Through Bonds       To bond ASARCO's          12,357,861
                            obligations to various
                            other entities

   Bond No. 386149          To bond ASARCO's             850,000
                            reclamation
                            obligations at the
                            Deming Mill Mine, Luna
                            County, New Mexico     

   Bond No. 408788 in       To bond ASARCO's             501,163
   favor of the Texas       obligations to comply with
   Commission on            permit requirements to
   Environmental Quality    three injection wells  

   Bond No. 400KA1234 in    To bond ASARCO's           6,000,000
   favor of Old Republic    obligations under certain
   Insurance Company        workers' compensation and
                            employers' liability
                            insurance issued by ORIC

By a letter dated Aug. 23, 2005, the TCEQ made a demand against
Seaboard under the TCEQ Bond for the full penal sum amount.  In
response, in December 2005, Seaboard paid the TCEQ $501,163.    
Also, in August 2006, St. Paul paid $2,770,392, to ORIC as an
initial payment under the ORIC Bond.

In connection with the issuance of the Bonds and the Deming Bond,
ASARCO executed and delivered to St. Paul a General Agreement of
Indemnity, dated Oct. 19, 1993, pursuant to which ASARCO is
required to pay all premiums and indemnify St. Paul and hold it
harmless against "all liability, losses, costs, damages,
attorneys' fees, disbursements and expenses of every nature which
the Surety may sustain or incur by reason of having executed or
procured the execution of any such Bonds. . . ."  The Indemnity
Agreement is a valid and binding prepetition obligation of
ASARCO, Judith W. Ross, Esq., at Baker Botts L.L.P., in Dallas,
Texas, maintains.

In July 2006, St. Paul filed Claim No. 10546 against ASARCO,
asserting claims of indemnification and subrogation in connection
with St. Paul's alleged liabilities under various bonds it issued
on ASARCO's behalf.

In lieu of ASARCO objecting to Claim No. 10546, ASARCO and St.
Paul entered into an agreement resolving the Claim.  The parties'
settlement provides that:

   (a) St. Paul will pay $1,300,000, to ASARCO.

   (b) St. Paul will be granted an allowed administrative expense
       claim against ASARCO in the amount of $501,163 with
       respect to St. Paul's payment on the TCEQ Bond.

   (c) The automatic stay will be modified to permit ORIC to
       apply the $769,700 security against its claims against
       ASARCO, and St. Paul will be granted an allowed general
       unsecured claim for $2,310,392, against ASARCO, which
       reflects (i) St. Paul's initial ORIC Bond payment less the
       $769,700 security, plus (ii) past due premiums owed by
        ASARCO related to the ORIC Bond.

   (d) St. Paul will be permitted to file an unsecured claim
       related to the Deming Bond that will be deemed to be
       timely filed.

   (e) ASARCO will reaffirm the Indemnity Agreement with respect
       to the Flow Through Bonds and any other bonds that may
       subsequently be issued and covered by the Indemnity
       Agreement.

   (f) ASARCO will ensure that any plan of reorganization it
       either proposes or consents to contains a provision
       stating that ASARCO's obligations under and relating to
       the Flow Through Bonds and the Indemnity Agreement as it
       relates to the Flow Through Bonds are not discharged on
       confirmation of any plan of reorganization or on ASARCO's
       emergence from Chapter 11.

   (g) St. Paul will not terminate the Flow Through Bonds or seek
       to collateralize the Flow Through Bonds unless certain
       conditions are met.

   (h) ASARCO will periodically provide St. Paul with certain
       financial information.  If ASARCO fails to provide certain
       financial information or if ASARCO fails one of the
       conditions related to the Flow Through Bonds, then ASARCO
       will be obligated to collateralize the Flow Through Bonds
       or provide replacement security and effectuate
       a release of the Flow Through Bonds.

   (j) The Parties will execute mutual releases.

                          About ASARCO

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

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

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

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

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


ASPEN FUNDING: Moody's Reviews Three Note Ratings For Likely Cuts
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Aspen Funding I, Ltd.

Class Description: $157,000,000 Class A-1L Floating Rate Notes Due
July 2037

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

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

Class Description: $12,000,000 Clas A-2L Floating Rate Notes due
July 2037

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $10,000,000 Class A-3L Floating Rate Notes Due
July 2037

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

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


AZALEA 2007-1C: Moody's Cuts Rating to 'Ca' on Poor Credit Quality
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Azalea Series 2007-1C.

Class Description: Azalea Series 2007-1C ABS Portfolio Variable
Rate Notes due Februrary 2046

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

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


BANC OF AMERICA: Moody's Lowers 66 Tranches' Ratings From 16 Deals
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 66 tranches
from 16 transactions issued by Banc of America.  Twenty seven
downgraded tranches remain on review for possible further
downgrade.  Additionally, 59 tranches were placed on review for
possible downgrade.  The collateral backing these transactions
consists primarily of first-lien, fixed and adjustable-rate, Alt-A
mortgage loans.

The ratings were downgraded or placed on review for possible
downgrade, in general, based on higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to credit enhancement levels.  The actions described
below are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Banc of America Alternative Loan Trust 2006-5

  -- Cl. B-2, Downgraded to Baa1 from A3

  -- Cl. B-3, Downgraded to Ba2 from Baa3

Issuer: Banc of America Alternative Loan Trust 2006-7

  -- Cl. M-5, Downgraded to Ba2 from Baa3

Issuer: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2005-F

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 2-X, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 4-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 5-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 6-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: Banc of America Funding 2006-7 Trust, Mortgage Pass-
Through Certificates, Series 2006-7

  -- Cl. T2-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T2-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T2-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T2-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T2-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T2-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T2-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T2-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T2-A-A, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. T2-A-B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T2-M-1, Downgraded to B1 from Aa1

  -- Cl. T2-M-2, Downgraded to B2 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. T2-M-3, Downgraded to B2 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. T2-M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. T2-M-5, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. T2-M-6, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. T2-M-7, Downgraded to Ca from Ba1

  -- Cl. T2-M-8, Downgraded to Ca from Ba3

  -- Cl. T2-B-1, Downgraded to Ca from B2

Issuer: Banc of America Funding 2006--8T2 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. M-1, Downgraded to B2 from Aa2

  -- Cl. M-2, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: Banc of America Funding 2006-G Trust

  -- Cl. M-6, Downgraded to Ba1 from Baa3

  -- Cl. M-7, Downgraded to Ca from B3

Issuer: Banc of America Funding 2006-H Trust

  -- Cl. 5-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 5-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 6-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 6-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from Ba3

  -- Cl. M-7, Downgraded to Ca from Caa1

Issuer: Banc of America Funding 2007-1 Trust, Mortgage Pass-
Through Certificates, Series 2007-1

  -- Cl. T-A-1A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. T-M-2, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. T-M-3, Downgraded to Ca from Ba2

  -- Cl. T-M-4, Downgraded to Ca from B1

  -- Cl. T-M-5, Downgraded to Ca from B3

Issuer: Banc of America Funding 2007--2 Trust

  -- Cl. T-A-1A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-M-1, Downgraded to Ba3 from Aa2

  -- Cl. T-M-2, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. T-M-3, Downgraded to B2 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. T-M-4, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. T-M-5, Downgraded to Ca from Ba1

Issuer: Banc of America Funding 2007-3 Trust

  -- Cl. T-A-1A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-3A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-3B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-M-1A, Downgraded to B1 from Aa2

  -- Cl. T-M-1B, Downgraded to B1 from Aa2

  -- Cl. T-M-2, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. T-M-3, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. T-M-4, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. T-M-5, Downgraded to Ca from Ba2

Issuer: Banc of America Funding 2007-4 Trust

  -- Cl. T-A-1A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-A-P2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. T-M-1, Downgraded to Baa1 from Aa2

  -- Cl. T-M-2, Downgraded to B1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. T-M-3, Downgraded to B1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. T-M-4, Downgraded to Ca from Ba3

  -- Cl. T-M-5, Downgraded to Ca from Caa1

Issuer: Banc of America Funding Corporation 2007-6

  -- Cl. M-1, Downgraded to Aa3 from Aa2

  -- Cl. M-2, Downgraded to Baa2 from A2

  -- Cl. M-3, Downgraded to Ba1 from Baa1

  -- Cl. M-4, Downgraded to Ba3 from Baa2

  -- Cl. M-5, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Banc of America Funding 2007-A Trust

  -- Cl. M-2, Downgraded to Aa3 from Aa2

  -- Cl. M-3, Downgraded to A1 from Aa3

  -- Cl. M-4, Downgraded to Baa1 from A1

  -- Cl. M-5, Downgraded to Ba1 from A2

  -- Cl. M-6, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Banc of America Funding 2007-B Trust

  -- Cl. M-7, Downgraded to Ba3 from Baa3

Issuer: Banc of America Funding 2007-C Trust

  -- Cl. M-5, Downgraded to Baa1 from A2

  -- Cl. M-7, Downgraded to Ba3 from Baa2

  -- Cl. 5-B-2, Downgraded to Baa2 from A2

  -- Cl. 5-B-3, Downgraded to Ba2 from Baa2

  -- Cl. 5-B-4, Downgraded to B3 from Ba2

Issuer: Banc of America Funding 2007-D Trust

  -- Cl. M-7, Downgraded to Ba3 from Baa2


BEAR STEARNS: Fund Liquidators Commences $1 Billion Lawsuit
-----------------------------------------------------------
Geoffrey Varga and William Cleghorn of Kinetic Partners Cayman
LLP, as joint voluntary liquidators of Cayman Islands-based
feeder funds Bear Stearns High-Grade Structured Credit Strategies
(Overseas), Ltd., and Bear Stearns High-Grade Structured Credit
Strategies Enhanced Leverage (Overseas), Ltd., has initiated a
lawsuit seeking $1 billion in damages against Bear Stearns Asset
Management, Inc., The Bear Stearns Companies, Inc., Bear Stearns &
Co., Inc., Ralph Cioffi, Matthew Tannin, Raymond Madrigal, and
Deloitte Touche LLP.

The complaint, filed in the U.S. District Court for the Southern
District of New York (Foley Square) on April 4, 2008, accuses
Bear Stearns of concealing that the Cayman Feeder Funds were
"never designed to withstand even a slight downtrick in the
housing market," Bloomberg News reported, citing court documents.  
The Liquidators asserted in the complaint that Bear Stearns
understated the risk of the funds, overstated the funds'
performance, and used the funds "as dumping grounds for toxic
investments held on Bear Stearns' books," Bloomberg quoted court
documents.  

The complaint also alleges former fund managers Messrs. Cioffi,
Tannin and Madrigal of fraud, breach of contract, gross
negligence and other legal claims, Bloomberg said.  

The Liquidators contended in the complaint that Deloitte &
Touche, as parent of Deloitte & Touche Cayman, the Funds'
auditor, failed to assure investors that it was conducting
"independent, thorough, and objective audits," Bloomberg added.

"The action seeks recovery of more than $1 billion of losses
sustained by the Overseas Funds as a direct and proximate result
of a sophisticated fraud perpetrated by Bear Stearns," the
complaint said, according to Bloomberg.

The Cayman Feeder Funds, which have sought liquidation
proceedings under the Companies Law (2007 Revision) of the Cayman
Islands, placed investors' assets into the Master Funds -- Bear
Stearns High-Grade Structured Credits Strategies Master Fund,
Ltd., and Bear Stearns High-Grade Structured Credits Strategies
Enhanced Leverage Master Fund, Ltd. -- both of which also sought
liquidation proceedings in the Cayman Islands in July 2007.  The
Master Funds sought protection of their U.S.-based assets by
filing a petition under Chapter 15 of the U.S. Bankruptcy Code.  
The U.S. Bankruptcy Court, however, has denied the Chapter 15
request.  The Master Funds' appeal on that order is pending
before the U.S. District Court.

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).  


BEAR STEARNS: Fitch Holds Low-B Ratings on Three Classes of Certs.
------------------------------------------------------------------
Fitch upgrades Bear Stearns Commercial Mortgage Securities Inc.'s
mortgage pass-through certificates, series 2002-PBW1:

  -- $16.1 million class H to 'A' from 'A-';
  -- $10.4 million class J to 'BBB+' from 'BBB';
  -- $3.5 million class K to 'BBB' from 'BBB-'.

In addition, Fitch affirms these classes:

  -- $159.6 million class A-1 'AAA';
  -- $385.9 million class A-2 'AAA';
  -- Interest-only classes X-1 and X-2 'AAA';
  -- $26.5 million class B at 'AAA';
  -- $31.1 million class C at 'AAA';
  -- $8.1 million class D at 'AAA'.
  -- $9.2 million class E at 'AAA';
  -- $13.8 million class F at 'AAA';
  -- $13.8 million class G at 'AA';
  -- $5.8 million class L at 'BB';
  -- $9.2 million class M at 'B+';
  -- $2.3 million class N at 'B'.

Fitch does not rate the $13.8 million class P.

The rating upgrades reflect stable performance and increased
credit enhancement due to the repayment of six loans and scheduled
amortization since Fitch's last rating action.  As of the March
2008 distribution date, the pool has paid down 23%, to
$709 million from $921.2 million at issuance.  Sixteen loans
(28.2%) are defeased, including Belz Outlet Center (8.2%), the
largest loan in the transaction which has an investment grade
shadow rating from Fitch.

By outstanding balance, the pool consists of retail (26.2%),
multifamily (20.7%), office (14.4%), industrial (9.3%), and self-
storage (1.3%).  There are currently no delinquent or specially
serviced loans in the pool.

Fitch reviewed the two non-defeased shadow rated loans in the
transaction, the RREEF Textron Portfolio (5.8%), and the CNL
Retail Portfolio (2.8%).  Both loans maintain investment grade
shadow ratings due to stable performance.

The RREEF Textron Portfolio loan is secured by seven properties
located in various states, including three multifamily complexes,
one retail property, one office building, one industrial portfolio
and one industrial park totaling 803 units and 1,408,497 square
feet.  The weighted average portfolio occupancy as of Dec. 31,
2007 was 94.7%, compared to 93.7% at issuance.

The CNL Retail Portfolio loan is secured by five single-tenant
retail stores totaling 210,885-sf located in Florida and Virginia.   
The properties continue to be 100% occupied by the five tenants
since issuance: Barnes & Noble, Kash n' Karry, Bed Bath & Beyond,
Best Buy, and Borders Books.

Fitch has identified eight loans as Fitch loans of concern (4.3%)
due to deteriorating performance.  The largest Fitch loan of
concern (1.6%) is secured by a 300-unit garden apartment complex
in Stone Mountain, Georgia.  The servicer reported debt service
coverage ratio is 0.62 times (x) as of March 31, 2007, compared to
1.39x at issuance.  The area has suffered from declining economic
conditions.

The second largest Fitch loan of concern (0.7%) is secured by a
388-pad manufactured housing community located in Belle Vernon,
Pennsylavania.  Servicer reported DSCR is 0.75x with occupancy at
67.7% as of June 30, 2007, compared to DSCR of 1.40x with
occupancy of 86.3% at issuance.  The borrower is in the process of
renovating and repositioning the property, causing a decline in
occupancy and DSCR.

No loans are scheduled to mature in 2008.  Five loans (14.6%) are
scheduled to mature in 2009, including four non-defeased loans
(6.4%).  Interest rates on these loans range from 5.95% to 8.04%,
which weighted average mortgage coupon at 6.87%.  Loan maturities
are concentrated in 2012 when 62% of the pool, excluding the
defeased loans, will mature.


BEAR STEARNS: Half of Employees To Be Laid Off, Report Says
-----------------------------------------------------------
CNBC's Charlie Gasparino reported Monday that JPMorgan Chase & Co.
is displacing roughly 7,000 of the 14,000 Bear Stearns Companies
Inc. employees, a move by JPMorgan to consolidate the two banks.  
Mr. Gasparino said that Bear Stearns' front-office staff will be
notified by April 15, and the back-office staff will get notice in
late April.

However, Dow Jones Newswires reported citing a JPMorgan spokesman
Joe Evangelisti that JPMorgan hasn't decided the exact numbers to
be laid off and the timeframe of the layoffs.

Bear Stearns Companies Inc. has also eliminated half of its 2008
summer internship and job offers following Bear Stearns' buyout by
JPMorgan last month, explaining that there is an overlap of
positions, especially in the investment banking division, various
sources report.

JPMorgan spokesman Brian J. Marchiony says that there are offers
in departments where there is little or no overlap, Gordon Y. Liao
of The Harvard Crimson discloses.

CNNMoney.Com relates that both offers at the college and graduate-
level are affected. Students offered full-time jobs will get their
signing bonus and relocation fees and will be eligible for career
placement services, while Bear Stearns interns, which were not
hired, could receive the 10 weeks of pay they would have received
if they spend their summer working at a non-profit approved by
JPMorgan.

As reported in the Troubled Company Reporter on March 25, 2008,
JPMorgan and Bear Stearns disclosed an amended merger agreement
regarding JPMorgan Chase's acquisition of Bear Stearns, raising
JPMorgan's bid from $2 per share to $10 per share. In addition,
JPMorgan Chase completed its exchange of 95 million newly issued
shares with Bear Stearns common stock, or 39.5% of the outstanding
Bear Stearns common stock after giving effect to the issuance, at
the same price as provided in the amended merger agreement.

Separately, according to Michael Karp, CEO of Options Group CEO, a
financial recruitment and consulting firm, resumes from Bear
Stearns investment bank employees started pouring in after the
$2 per share announcement, as many as 10 to 15 resumes a day
globally, Paritosh Bansal of Reuters reports.

Reuters adds that on Friday, JPMorgan reported that five Bear
Stearns executives were appointed in the investment banking and
trading division out of 26 positions.

JPMorgan is bigger than Bear Stearns' 14,000 workers, employing
180,000 worldwide, including 26,000 in investment banking and
trading, Reuters relates.

                            About JPMorgan

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

                      About Bear Stearn Companies

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

                                  * * *

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

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


BEAR STEARNS: Moody's Keeps Low-B Ratings on Six Classes of Certs.
------------------------------------------------------------------
Fitch Ratings affirmed Bear Stearns Commercial Mortgage Securities
Trust 2006-TOP22, commercial mortgage pass-through certificates:

  -- $60.6 million class A-1 at 'AAA';
  -- $212 million class A-2 at 'AAA';
  -- $95.1 million class A-3 at 'AAA';
  -- $81.5 million class A-AB at 'AAA';
  -- $563.8 million class A-4 at 'AAA';
  -- $195.2 million class A-1A at 'AAA';
  -- $170.5 million class A-M at 'AAA';
  -- $125.7 million class A-J at 'AAA';
  -- Interest only class X at 'AAA';
  -- $32 million class B at 'AA';
  -- $12.8 million class C at 'AA-';
  -- $25.6 million class D at 'A';
  -- $14.9 million class E at 'A-';
  -- $14.9 million class F at 'BBB+';
  -- $14.9 million class G at 'BBB';
  -- $8.5 million class H at 'BBB-';
  -- $10.7 million class J at 'BB+';
  -- $2.1 million class K at 'BB';
  -- $6.4 million class L at 'BB-';
  -- $2.1 million class M at 'B+';
  -- $2.1 million class N at 'B';
  -- $4.3 million class O at 'B-'.

Fitch does not rate the $12.8 million class P.

The rating affirmations are the result of stable performance and
minimal paydown since Fitch's last review.  As of the March 2008
remittance report, the transaction has paid down 2.3% to $1.665
billion from $1.705 billion at issuance.  There have been no
delinquencies since issuance.

Fitch reviewed the most recent servicer-provided operating
statement analysis reports for the 13 shadow rated loans in the
transaction: Chesterbrook/Glenhardie Portfolio (7.2%), Alderwood
Mall (6.0%), Mervyn's Portfolio (3.6%), 60 Thompson Street (1.7%),
Embassy Suites Sacramento (1.3%), Blakely Hotel (1.1%), Federal
Express Facility (0.9%), Lakeview US GSA Center (0.9%), Marriott
Courtyard - Fort Lauderdale (0.7%), Tamarack Garden Apartments
(0.7%), Oak Ridge Estates (0.7%), Rudgate Silver Springs MHC
(0.6%) and Alexandria Apartments (0.4%).  Based on their stable to
improved performance the loans maintain their investment grade
shadow ratings.

Chesterbrook Glenhardie Portfolio (7.2%) is secured by 17 cross-
collateralized and cross-defaulted office properties totaling
1.3 million square feet in Wayne, Pennsylvania.  Major tenants
include Shire Pharmaceuticals, Centocor and AmerisourceBergen Drug
(rated 'BBB' by Fitch with a Stable Outlook).  Occupancy as of
Sept. 30, 2007 has improved to 93.4% from 83.4% at issuance.

Alderwood Mall (6.0%) is collateralized by 564,856 sf of a 1.3
million sf regional mall in Lynwood, Washington.  Anchor tenants
include Macy's, Sears and JC Penney (none of which are part of the
collateral).  Major tenants include Loews Complex, Borders Books,
R.E.I. and Express.  In-line tenants include Banana Republic,
Starbucks, Gap, Lane Bryant, Abercrombie & Fitch, GNC, Spencer
Gifts, Yankee Candle, Sam Goody, Eddie Bauer and Athlete's Foot.   
As of Aug. 8, 2007 occupancy has improved to 99% from 95.5% at
issuance.

Mervyn's Portfolio (3.6%) is secured by 25 cross-collateralized
and cross-defaulted retail properties totaling 1.9 million sf in
California (23) and Texas (two).  The whole loan is comprised of
two pari passu portions: the A note included in this transaction
and a B note included in MSCI 2005-TOP21 (not Fitch rated).  As of
Sept. 30, 2007 occupancy remains stable at 100% since issuance.

Fitch will continue to monitor the performance of the shadow rated
loans as year-end 2007 financial statements become available.


BERRY PETROLEUM: Moody's Reviews 'B1' Ratings For Possible Upgrade
------------------------------------------------------------------
Moody's Investors Service placed Berry Petroleum Company's B1
Corporate Family Rating, B1 Probability of Default Rating, and B3
(LGD 5, 87%) senior subordinated notes under review for possible
upgrade.

The review for upgrade reflects Berry's meaningful progress in its
transition from a pure California heavy oil producer to also
becoming an established Rocky Mountain region natural gas
producer.  While the company's historical measures were more
indicative of a Ba3 when Moody's first assigned it's B1 CFR back
in October 2006, the company had just completed a couple of debt
funded acquisitions of properties in the Piceance Basin, an area
where Berry had very little prior experience and was planning to
initially outspend its cashflow to try and grow this property
base.  However, after a period of dealing with the geological,
technical, logistical, and cost challenges of the Piceance Basin,
Berry seems to be on its way in establishing a track record of
being able to generate consistent natural gas production and
reserve growth at competitive costs from the Piceance as well as
maintain an overall profile comparable to a higher rating.

In concluding the review, Moody's will look at Q1 '08 results as
current indicator that positive sequential quarterly production
trends are continuing; that the growth in proven undeveloped that
resulted from drilling activity in the Piceance basin are actually
being converted into production; and that unit full cycle costs
continue to be in-line with a higher rating.  Moody's will also
review the company spending plans and its liquidity sources
through the next four quarters.

Berry Petroleum Company currently in Bakersfield, California, is
an independent energy company engaged in the exploration,
development, production, acquisition, and exploitation of crude
oil and natural gas.  The company's reserves and production are
located in California, the Rocky Mountain, and Mid- Continent
regions.


BORDERS GROUP: Obtains $42.5M Loan to Address Liquidity Issues
--------------------------------------------------------------
Borders Group, Inc. said on April 9 that it has closed on a
revised financing agreement with its largest shareholder Pershing
Square Capital Management, L.P. The agreement includes a $42.5
million senior secured term loan, a "put" right of $135 million
for Borders Group's international subsidiaries (subject to the
satisfaction or waiver of certain conditions), and 9.55 million
warrants to purchase common stock initially issued to Pershing
Square, exercisable at $7.00 per share, subject to adjustment. The
agreement provides for a future issuance, under certain
circumstances, of 5.15 million additional warrants exercisable at
$7.00 per share, subject to adjustment.

On April 7, 2008, Borders Group said that it has finalized a
revised financing agreement with Pershing Square Capital
Management, L.P. The company said the agreement features terms
that are more advantageous to Borders Group than Pershing Square's
original financing commitment described in the company's March 20
news release and March 21 8-K filing.

The revised financing agreement announced on April 7 consists of
the same three components that were in the original Pershing
Square commitment, but with specific revisions as:

     -- A lower interest rate of 9.8% on the $42.5 million senior
secured term loan. The original Pershing Square financing
commitment carried a 12.5% interest rate;

     -- An increased backstop purchase offer ("put") of
$135 million for the international subsidiaries. The original
Pershing Square financing commitment included a purchase
obligation at a price of $125 million. As previously stated,
Borders Group believes its international subsidiaries are worth
substantially more than the amended backstop purchase offer price
and the company has retained the right to continue its ongoing
strategic alternatives process for these businesses.

     -- A reduction in the number of warrants issued at closing to
Pershing Square to 9.55 million warrants to purchase company
common stock at $7.00 per share and a reduction in the term of all
warrants issued to Pershing Square from 7.5 years to 6.5 years.
The original Pershing Square financing commitment included 14.7
million in up-front warrants at $7.00 per share.

Under the new agreement, Borders Group is required to issue an
additional 5.15 million warrants to Pershing Square if any of the
following three conditions occurs: the company exercises the put
related to the sale of the international subsidiaries, a
definitive agreement relating to a change-of-control of the
company is not signed by October 1, 2008, or the company
terminates the strategic alternatives process.

              Original Pershing Square Commitment

Under the terms of the original commitment, Pershing Square has
made a commitment to lend $42.5 million to the company and an
offer to purchase, at the company's discretion, certain of the
company's international businesses pursuant to a $125 million
backstop purchase commitment, in each case subject to the
satisfaction of customary closing conditions.

The financing commitment from Pershing Square, consists of three
main components:

     -- A $42.5 million senior secured term loan maturing
January 15, 2009 with an interest rate of 12.5% per annum;

     -- A backstop purchase offer that will give the company the
right but not the obligation, until January 15, 2009, to require
Pershing Square to purchase its Paperchase, Australia, New Zealand
and Singapore subsidiaries, as well as its approximately 17%
interest in Bookshop Acquisitions, Inc. (Borders U.K.) after the
company has pursued a sale process to maximize the value of those
assets.

Pershing Square's purchase obligation is at a price of $125
million (less any debt attributable to those assets) and on
customary terms to be negotiated. Proceeds of any such purchase by
Pershing Square are to be first applied to repay amounts
outstanding under the $42.5 million term loan. Although the
company believes that these businesses are worth substantially
more than the backstop purchase offer price, the relative
certainty of this arrangement provides the company with valuable
flexibility to pursue strategic alternatives. The company has
retained the right, in its sole discretion, to forgo the sale of
these assets or to require Pershing Square to consummate the
transaction. Pershing Square has no right of first refusal or
other preemptive right with respect to the sale of these
businesses by the company to other parties.

     -- The issuance to Pershing Square of 14.7 million warrants
to purchase company common stock at $7.00 per share for a term of
7.5 years. These warrants represent 19.99 % of the fully-diluted
shares of the company on a pro forma basis giving effect to the
issuance of the shares underlying the warrants, excluding employee
stock options. The warrants will be cash-settled until the
issuance of the underlying shares is approved by the company's
shareholders, and in certain other circumstances. The warrants
have full anti-dilution protection including, among other things,
adjustments in the event of future equity issuances so as to
ensure that the warrants will at all times be exercisable for
19.99% of the fully-diluted shares of the company, excluding the
impact of dilution in connection with employee stock options.

The Pershing Square financing commitment is subject to customary
conditions, including the approval of the terms of the
transactions by the lenders under the company's revolving credit
facility and the execution of definitive agreements.

In conjunction with the consummation of these arrangements, the
company will agree not to issue any preferred stock or securities
convertible into preferred or common equity or implement a
shareholder rights plan without Pershing Square's consent, and
Pershing Square will agree not to sell or transfer any of its
shares or warrants (or to cash settle any warrants) until the end
of 2008 unless a change of control or other extraordinary
transaction involving the company is announced.  Pershing Square
also agreed that, through the 2009 annual shareholders' meeting,
it will not seek to prevent the board of the company from
maintaining a majority of independent directors.

The financing agreement was unanimously approved by the
disinterested members of the company's board of directors after a
full review by the company and its financial and legal advisors of
the Pershing Square agreement and other alternatives. It has also
been approved by the lenders under the company's revolving credit
facility.

          JPMorgan & Merrill Lynch as Financial Advisors

J. P. Morgan Securities Inc. and Merrill Lynch & Co. acted as
financial advisors to the company in the evaluation of its
financing alternatives and Merrill Lynch & Co. provided a fairness
opinion to the board of directors regarding the financing. The
company announced the hiring of J.P. Morgan and Merrill Lynch
together with its disclosure that it is launching a strategic
alternative review process. The company said the review process
will include the investigation of a wide range of alternatives
including the sale of the company or certain divisions for the
purpose of maximizing shareholder value.

                    Delay of Annual Report Filing

On April 2, 2008, Borders Group announced that it is delaying the
filing of its Annual Report on Form 10-K for fiscal year 2007,
ended February 2, 2008. The company expects to make the filing on
or before April 17 after it has completed its evaluation of
financing alternatives and can include finalized transactions in
its

As stated in the company's most recent financial news release
dated March 20, as well as in exhibit 10.1 to its current report
on Form 8-K filed March 21 with the Securities and Exchange
Commission, Borders Group has received a financing commitment from
Pershing.  Under the terms of the commitment, which expired on
April 4, 2008, Borders Group is allowed to explore alternatives to
the Pershing Square financing that may be more advantageous to the
company.  Borders Group entered into discussions with several
parties regarding alternative financing proposals. The company's
board of directors and senior management evaluated the terms of
these proposals against the Pershing Square commitment. As this
process was not complete as of April 2 filing deadline, Borders
Group said it is delaying the filing in accordance with Rule 12b-
25 under the Securities Exchange Act of 1934.

      Pershing Deal to Address Liquidity Issues, CEO Says

"This will be a challenging year for retailers due to continued
uncertainty in the economic environment," said Borders Group Chief
Executive Officer George Jones. "Looking forward to 2008 and
beyond, the company determined that additional capital was
required to execute our operating plan, and as a result we began
to explore various financing options. The current credit
environment has made many of these alternatives prohibitively
expensive or entirely unavailable.

"We are pleased to have the confidence and backing of our largest
shareholder, Pershing Square, which has agreed to provide funding
that gives us adequate opportunity to implement our plans this
year and pursue a range of longer term solutions through the
strategic alternatives review process. We believe that
consummation of the transactions under the commitment will make us
fully funded for 2008, where absent these measures, liquidity
issues may otherwise have arisen in the next few months.
Furthermore, we believe that resolving our 2008 funding needs and
positioning Borders to perform the way we believe it can, puts our
company in a position to succeed in future years."

Mr. Jones continued, "Overall, we believe that the 2009 financial
targets we set back in March of last year remain attainable, yet
within the current economic environment, we will be slowed in our
progress and expect that we'll reach them later than originally
anticipated. Still, we believe our strategic plan remains the
right path toward achieving these goals."

                     Dividend Program Suspended

The board of directors has suspended the company's quarterly
dividend program in order to preserve capital for operations and
strategic initiatives.

                         About Borders Group

Headquartered in Ann Arbor, Mich., Borders Group, Inc. --
http://www.bordersgroupinc.com-- describes itself as a  
$3.8 billion retailer of books, music and movies with more than
1,100 stores and over 30,000 employees worldwide. Borders owns a
majority stake in Paperchase Products Limited, a leading gifts and
stationery retailer in the United Kingdom, and showcases their
products in their stores, as well as Books etc., Borders other,
mostly London-based bookshop chain.


BROADRIDGE FINANCIAL: Risk Appetite Cues S&P's Rating Cut to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Broadridge Financial Solutions Inc. to 'BB/B' from 'BBB-
/A-3'.  The outlook is now negative.
      
"The downgrade and negative outlook reflect our concerns about
management's risk appetite as well as corporate and risk
management governance, in particular, at the regulated broker
dealer, Ridge Clearing," said Standard & Poor's credit analyst
Helene De Luca.  

In the quarters ended Dec. 31, 2007, and Mar. 31, 2008, management
exhibited more aggressive risk appetite at Ridge Clearing than
exhibited and articulated previously.  In S&P's opinion, the
balance-sheet risks taken outsized the capital base at Ridge and
consolidated the capital base at Broadridge.  They also stressed
the firm's liquidity capacity.  In S&P's opinion, the risk-
management process and risk limit-setting process for evaluating
transactions outside of usual limits was not sufficient.
     
The more aggressive risk appetite and stress on liquidity is
evidenced in Broadridge's reported financials.  Securities
clearing receivables increased by $375 million to $1.7 billion,
and demand short-term borrowings under the securities clearing
credit facilities at Ridge increased by $317 million to
$426 million at Dec. 31, 2007, from the prior quarter end.  This
short-term rise in borrowings pushed total debt to $990 million,
from $683 million at the end of the previous quarter.  It pushed
leverage (total debt-to-EBITDA) to 2.4x from 1.7x at the end of
the prior quarter.  Given the short-term nature of the increase in
demand borrowings, S&P expects total debt to return to former
levels for the quarter ended March 31, 2008.
     
Consolidated capital, although improved since the March 2007 spin-
off from Automatic Data Processing, is still weak at $56.6 million
at Dec 31, 2007, providing limited cushion against large losses.   
Financial leverage (adjusted net assets divided by adjusted
tangible equity) was high at 39.6x at Dec. 31, 2007, and the total
debt-to-capital ratio (total debt divided by total debt + equity)
was high at 61.9%.  As Broadridge continues to pay down
debt and grow the business, S&P expects to see reduced leverage
and stronger capital.
     
Broadridge's liquidity at the parent, the obligor under the long-
term debt, is weak considering the minimal cash and liquid
securities.  However, Broadridge has a $500 million, committed
five-year credit facility that was not drawn at Dec. 31, 2007.
     
S&P recognizes management's efforts during the past several weeks
to evaluate its risk management framework and the risk appetite at
Ridge.  Management has articulated initial guidance for a
reduction in risk appetite and improvement of risk-management
processes.  S&P will continue to evaluate the firm's risk
management processes and governance.
    
Positive factors for the ratings continue to include Broadridge's
strong franchise reputation and track record of providing market-
leading services for more than 40 years.  Additionally,
Broadridge's management has a deep knowledge of the business and
years of experience working together.  Consolidated interest
expense coverage and profitability are good for the revised
rating.  EBITDA margins have improved slightly on a trend basis;
however, profitability fluctuates from quarter to quarter, driven
by the unique seasonality of Broadridge's business profile, as
well as the fact that the company is in an investing growth stage.
     
The negative outlook reflects S&P's concerns about the increased
risk taking relative to Broadridge and Ridge's liquidity and
capital profiles.  There could be a further downgrade if risk
taking continues to outsize the liquidity and capital adequacy of
Ridge or Broadridge.  Additionally, there could be negative
ratings actions if earnings or interest expense coverage weaken
materially or if leverage increases materially.
     
The outlook could be changed to stable if risk management
processes, governance and appetite are brought in line, on a
sustainable basis, with Ridge and Broadridge's capital adequacy
and liquidity profile.  S&P expects Broadridge to maintain its
competitive position and manage industry risk, reduce leverage by
paying down debt, and meet its earnings and interest coverage
targets.


BUCHANAN 2006: Moody's Reviews Ratings on Four Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Buchanan 2006 Segregated Portfolios.

Issuer: Buchanan 2006-I Segregated Portfolio

Class Description: $115,000,000 Variable Floating Rate Notes Due
2046

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

Issuer: Buchanan 2006-II Segregated Portfolio

Class Description: $72,000,000 Variable Floating Rate Notes Due
2046

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

Issuer: Buchanan 2006-III Segregated Portfolio

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

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

Issuer: Buchanan 2006-IV Segregated Portfolio

Class Description: $4,000,000 Variable Floating Rate Notes Due
2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

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


BUILDING MATERIALS: Moody's Junks Probability of Default Rating
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Building
Materials Corp. of America including the corporate family rating
to B3 from B2, first lien term loan rating to B3 from B2, senior
notes rating to B3 from B2, and junior term loan rating to Caa2
from Caa1.  The probability of default rating was lowered to Caa1
from B2.  The ratings outlook remains negative.

These ratings or assessments have been affected:

  -- $325 million junior term loan due 2014, downgraded to Caa2
     (LGD5, 80%) from Caa1 (LGD5, 89%);

  -- $975 million Gtd. Senior Secured Term Loan B due 2014,
     downgraded to B3 (LGD3, 41%) from B2 (LGD3, 46%);

  -- $250 million 7.75% Sr. Sec. Notes due 2014, downgraded to B3
     (LGD3, 41%) from B2 (LGD3, 46%);

  -- Corporate family rating, downgraded to B3 from B2;

  -- Probability of default rating, downgraded to Caa1 from B2.

BMCA's ratings downgrade reflects the difficult industry
conditions that have impacted the company's operating performance
and financial condition.  The company's debt to EBITDA adjusted
for Moody's standard analytical adjustments and one time items for
2007 was approximately 7.5 times and free cash flow to debt was
1.6%.  In terms of interest coverage, BMCA's EBITDA to interest
expense when adjusted for Moody's standard analytical adjustments
and one time items was 1.6 times for 2007.

The ratings downgrade also reflects the possibility that the
company could violate the covenants governing its credit
facilities.  The company will have to comply with leverage and
interest coverage covenants starting from the second quarter of
2008.  The leverage covenant governing the senior secured term
loan (debt to EBITDA) is initially set at 5.75 times and will
step-down to 5.25 times in the fourth quarter of 2008.  The
interest coverage covenant (EBITDA to interest expense) is
initially set at 2 times with no step-ups in 2008.  Moody's notes
that the company's credit agreement allows for various add-backs
in its covenant calculation and understands that the company
expects to be in compliance for 2008.

The negative outlook considers the weakness in the company's end
markets and the possible effects of the anticipated weakness on
the company's financial and operating performance.  The negative
outlook also reflects the timing of the realization of total
projected long-term synergies.

Building Materials Corporation of America, headquartered in Wayne,
New Jersey, is a leading national manufacturer of a broad line of
asphalt roofing products and accessories for the residential and
commercial markets.  The company's primary residential roofing
products consist of laminated and strip asphalt shingles.   
Incorporated under the laws of Delaware in 1994, the company is an
indirect, wholly-owned subsidiary of G-I Holdings Inc., whose
principal beneficial owner is Samuel Heyman.  G-I is currently
working its way through Chapter 11 bankruptcy proceedings.   
Uncertainties include the resolution of the ultimate ownership of
BMCA and whether asbestos litigants will be able to substantively
consolidate BMCA with G-I Holdings by imposing successor liability
on BMCA for asbestos claims against its parent.  Revenues for 2007
were $2.3 billion.


BURNHAM HARBOR: Moody's Cuts Ratings on $29 Mil. Notes to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Burnham Harbor CDO 2006-1.

Class Description: $110,000,000 Class A-1LB Floating Rate Notes
Due September 2039

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

Class Description: $60,000,000 Class A-2L Floating Rate Notes Due
September 2039

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $54,000,000 Class A-3L Floating Rate Notes Due
September 2039

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

Class Description: $29,000,000 Class B-1L Floating Rate Notes Due
September 2039

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

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


CALPINE CONSTRUCTION: S&P Lifts Corporate Rating to 'B' From CCC-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Calpine Construction Finance Co. L.P. to 'B' from
'CCC-'.
     
In addition, S&P raised the rating on CCFC's $369 million first
priority senior secured institutional term loans and $411 million
second priority senior secured floating rate notes to 'BB-' (two
notches above the corporate credit rating) from 'CCC+'.  At the
same time, the '1' recovery rating on both tranches of debt
remains unchanged, indicating the expectation of very high
recovery (90%-100%) in event of a payment default.  The outlook is
stable.
      
"The upgrade follows a full review of CCFC's assets and the
related contracts, but primarily reflects the emergence of Calpine
from bankruptcy," said Standard & Poor's credit analyst Swami
Venkataraman.  "The 'B' corporate credit rating on CCFC is the
same as that on Calpine, reflecting the substantial operational
linkages between Calpine and CCFC and the fact that all Calpine
assets are dispatched as a single portfolio," he added.
     
The outlook on CCFC reflects the outlook on Calpine.  Given the
strong operational and contractual linkages with Calpine, CCFC's
ratings will likely move in tandem with Calpine's barring any
issues that are specific to CCFC'sassets.  Downgrade risk for
Calpine is mitigated by the expectations for continued strong
operations in its power plants, a sustained hedging policy,
and the absence of any major new investment program.  However, a
persistent decline in gas prices or debt-funded construction of
additional power plants may place downward pressure on the rating.   
Sustained improvement in merchant power market conditions
resulting in the paydown of significant amount of debt through
Calpine's cash sweep mechanism could provide upside ratings
momentum.


CALPINE CORP: Court Approves Consolidation of Debt Obligations
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York ruled that Calpine Corp. may substantively consolidate
the debt obligations of its myriad entities.  The decision was
made to avoid a protracted battle over a massive restructuring
plan.

The ruling came after Analysis Group academic affiliate Jerry
Arnold, Professor of Accounting at the University of Southern
California, showed that substantive consolidation would not
disadvantage any of the company's creditors.
   
Substantive consolidation is the pooling of the assets and
liabilities of separate legal entities for the purpose of
calculating creditor distribution; it is rarely permitted in
bankruptcy proceedings.  In this matter, Calpine bore the burden
of proving that the multi-pronged tests to support substantive
consolidation were met.
   
"Calpine had 274 bankrupt legal entities to sort out, making it
one of the most complicated cases I've worked on in more than
30 years of forensic accounting," Jerry L. Arnold, expert witness,
said.  "Support from Analysis Group was outstanding.  Their
accuracy and thoroughness enabled us meet the Court's multi-
pronged tests to support a substantive consolidation ruling."
   
Managing principal Prof. Arnold led an Analysis Group team
including vice presidents Elizabeth A. Evans and Suzanne E.
Heinemann in support of Professor Arnold in an examination of the
documents filed by Calpine's bankrupt legal entities.  Professor
Arnold reviewed more than 1.2 million line items related to
Calpine's inter-company transactions in order to determine whether
the various entities' accounts were entangled and, if so, whether
they could be separated in a cost-effective and timely manner.

Prof. Arnold then submitted a report to the Court in support of
Calpine's Sixth Amended Joint Plan of Reorganization demonstrating
that Calpine met the requirements for substantive consolidation as
a matter of accounting.
   
In approving Calpine's reorganization plan, Judge Burton R.
Lifland stated that Prof. Arnold's report "without contradiction,
fully supported findings . . . that . . . requirements for
substantive consolidation have been met in this case."  

The Court's approval of the plan enabled Calpine to keep
$7.6 billion in exit financing in what the company's general
counsel Gregory L. Doody characterized as "the largest and most
complex reorganization conducted under the new bankruptcy laws."
   
Calpine's legal team was led by Kirkland & Ellis partners Richard
M. Cieri, Marc Kieselstein, Mark E. McKane, and Jeffrey S. Powell.

Analysis Group Inc. -- http://www.analysisgroup.com/-- provides  
economic, financial, and business strategy consulting to leading
law firms, corporations, and government agencies. The firm has
more than 400 professionals, with offices in Boston, Chicago,
Dallas, Denver, Los Angeles, Menlo Park, New York, San Francisco,
Washington, and Montreal.

                      About Calpine Corporation

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

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

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

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


CANAAN MISSIONARY: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Canaan Missionary Baptist Church
        5117 Lockwood
        P.O. Box 21271
        Houston, TX 77026

Bankruptcy Case No.: 08-32160

Chapter 11 Petition Date: April 1, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Barbara Mincey Rogers
                  Rogers, Anderson & Bensey PLLC
                  1415 North Loop West, Ste 1020
                  Houston, TX 77008
                  Tel: 713-868-4411
                  Fax: 713-868-4413
                  b.m.rogers@att.net

Total Assets: $1,838,682

Total Debts: $1,457,296

Debtor's list of its 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital One, N.A.                Insurance         $21,397
Attn: O'Connor,Craig, Gould &
Evans
5773 Woodway, Suite 184
Houston, TX 77057

Kenneth G. Schivone              Goods & services  $12,082
Corporate Attorney
United Portfolio Management
1360 Energy Park Drive,
Suite 340
St. Paul, MN 55108

American Business Machines       Goods & services  $17,955
Inc.
7303 W. Sam Houston Pkwy. N.
Houston, TX 77040

LHR                              Goods & services  $7,422

H-E-B Check Services             Goods & services  $6,438

GE Capital                       Goods & services  $5,741

Chase OH1-1210                   Goods & services  $3,809

Kenneth G. Schivone              Goods & services  $3,193

Grooves Restaurant & Bar         Goods & services  $2,075

American Business Machines       Goods & services  $1,088
Inc.

The Morris Law Office            Alleged           $1,000
                                 unauthorized
                                 charges

TRS Recovery Services Inc.       Goods & services  $996

Waste Management                 Goods & services  $880

Paul Bettencourt                 Taxes             $766

Office Depot                     Goods & services  $719

Waste Management                 Goods & services  $550

Pitney Bowes Postage by          Goods & services  $471

QPS Inc.                         Goods & services  $416


CAPITAL ONE: Cuts 40% Workforce in UK Division, Plans to Outsource
------------------------------------------------------------------
Capital One Financial Corp. will lay off roughly 40% or 750 of its
2,000 workforce in the United Kingdom, especially in its call
center, account servicing and support division in Nottingham,
England, The Associated Press reports.

AP says the move is part of the credit-card company's plan, which
was disclosed in June 2007, to slash costs and outsource its work
to India and other countries.

Headquartered in McLean, Virginia, Capital One Financial
Corporation (NYSE: COF) -- http://www.capitalone.com/-- is a   
financial holding company, with 732 locations in New York, New
Jersey, Connecticut, Texas and Louisiana.  Its principal
subsidiaries, Capital One Bank, Capital One Auto Finance Inc., and
Capital One N.A., offer a broad spectrum of financial products and
services to consumers, small businesses and commercial clients.
Capital One's subsidiaries collectively had $83.3 billion in
deposits and $146.4 billion in managed loans outstanding as of
Sept. 30, 2007.

                          *     *     *

Capital One Financial Corp. and principal subsidiary Capital One
Bank both carry Fitch's 'B' Individual Ratings, which were placed
on March 20, 2007.  Capital One Bank also carries Moody's Bank
Financial Strength rating of 'C+', which was placed on March 2,
2007.


CBA COMMERCIAL: Moody's Retains 'Ba1' Rating on Class M-6 Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of eight classes of
CBA Commercial Assets, LLC, Small Balance Commercial Mortgage
Pass-Through Certificates, Series 2007-1:

  -- Class A, $106,535,006, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class M-1, $3,509,000, affirmed at Aa2
  -- Class M-2, $3,669,000, affirmed at A2
  -- Class M-3, $2,233,000, affirmed at Baa1
  -- Class M-4, $1,436,000, affirmed at Baa2
  -- Class M-5, $1,755,000, affirmed at Baa3
  -- Class M-6, $1,276,000, affirmed at Ba1

This deal is approximately 0.01% of the $840 billion in
outstanding commercial mortgage backed securities.  Moody's
classifies this deal as a small balance commercial loan
securitization.  Small balance deals represent approximately 0.5%
of the outstanding CMBS universe.

As of the March 25, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.4%
to $125.7 million from $127.6 million at securitization.  The
Certificates are collateralized by 233 mortgage loans with the top
10 loans representing 19.7% of the pool.  No loans have defeased
or been liquidated from the trust.

Moody's has not received operating statements for any of the loans
in the pool.  Seven loans, representing 2.9% of the pool, are in
special servicing.  Moody's is estimating $689,900 in losses from
all the specially serviced loans.


CBO HOLDINGS: S&P Withdraws Ratings on Four Classes on Redemption
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1, A-2, B-1, and B-2 notes issued by CBO Holdings III
Ltd.'s series Angel CDO I 2002-1, a cash flow collateralized debt
obligation retranche transaction.
     
The rating withdrawals follow the complete redemption of the
notes.

                       Ratings Withdrawn

                     CBO Holdings III Ltd.
                   Series Angel CDO I 2002-1

                      Rating                Balance (million)
                      ------                -----------------
        Class     To          From         Current     Previous
        -----     --          ----         -------     --------
        A-1       NR          A+           $0.00       $12.843
        A-2       NR          BBB-         $0.00       $10.00
        B-1       NR          BB-          $0.00        $6.35
        B-2       NR          B            $0.00        $4.60

                         NR -- Not rated.


CCS INC: Moody's Puts 'Caa1' Ratings on Proposed $312 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned Caa1 ratings to the proposed
$312 million senior unsecured notes due 2015 and $300 million
senior subordinated notes due 2015 of CCS Inc.  Concurrently,
Moody's affirmed the company's B2 Corporate Family and Probability
of Default ratings.  The outlook for the ratings is stable.

CCS is the successor to CCS Income Trust following the acquisition
of the company in November 2007 by a private investor group.  The
notes are intended to refinance the company's $612 million senior
term loan due 2015, which was incurred in conjunction with the
transaction.

The B2 Corporate Family Rating primarily reflects the company's
high financial leverage and Moody's expectation of negative free
cash flow in the near term, after deducting substantial capital
expenditures, including growth-oriented spending.  The company is
pursuing growth through a combination of acquisitions and
expansion of waste management and environmental services to major
oil and gas exploration and production companies and other
industrial customers.  Moody's believes this strategy entails a
higher risk profile given the post-transaction capital structure
and the cyclical nature of a significant portion of the company's
revenues.  Global economic weakness, high commodity prices and
Alberta's new royalty framework scheduled to take effect in
January 2009, likely will continue to push a recovery in new
drilling activity further into the future.  Moody's notes that the
company's ability to substantively reduce leverage is contingent
on progress with customer penetration in the Alberta marketplace,
recovery in drilling activity from the current slow down and
successful execution on ongoing capital investments.

Nonetheless, the company remains within the B2 rating category
based primarily on its leading position in the market for waste
management services to the oil industry which, combined with
management's largely successful track record in executing and
integrating acquisitions, mitigates downside risk.  

The ratings are further supported by:

i) high barriers to entry created through a combination of
technical know-how and ownership of valuable, permitted, treatment
and disposal assets in the Alberta region and elsewhere,

ii) the company's significant scale and broad range of services,
which span oilfield services, clean-up work and disposal
facilities,

iii) relatively diversified revenue streams which mitigate
dependence on cyclical oil and gas drilling activity,

iv) favorable medium-term prospects in terms of outsourcing of
non-core activities by oil and gas companies and continuing
activity in conventional oil extraction, and

v) longer term opportunities with respect to international
expansion and non-conventional oil sands extraction.

Moody's took these rating actions:

  -- Assigned Caa1 (LGD 5, 85%) to the proposed $312 million
     senior unsecured notes due 2015;

  -- Assigned Caa1 (LGD 6, 94%) to the proposed $300 million
     senior subordinated notes due 2015;

  -- Withdrew the Caa1 (LGD 5, 89%) rating on the $612 million
     senior unsecured notes due 2015, which had originally been
     proposed in conjunction with the acquisition of CCS;

  -- Affirmed the B1 (LGD 3, 34%) rating on the $503 million
     senior secured revolving credit facility due 2013 (inclusive
     of a CN$175 million tranche);

  -- Affirmed the B1 (LGD 3, 34%) rating on the $1,428 million
     senior secured term loan due 2014 (inclusive of a
     $102 million currently unfunded delayed draw tranche);

  -- Affirmed the B2 Corporate Family Rating;

  -- Affirmed the B2 Probability of Default Rating;

The ratings outlook is stable.

CCS Inc., based in Calgary, Alberta, provides energy and
environmental waste management services to the global energy and
environment sectors through four major divisions; CCS Midstream
Services, HAZCO Environmental & Decommissioning Services, Concord
Well Servicing and CCS Energy Marketing. CCS had revenues of about
CN$2.0 billion ($2.0 billion) for the twelve months ended
Dec. 31, 2007.


CCS INC: S&P Puts S&P Puts 'B-' Rating on Proposed $312 Mil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned 'B-' ratings, with
recovery ratings of '6', to CCS Inc.'s proposed $312 million
senior notes and $300 million senior subordinated notes maturing
in 2015, based on preliminary terms and conditions.  The recovery
rating of '6' indicates an expectation of negligible (0%-10%)
recovery of principal in the event of a payment default.  The
proceeds will be used to repay CCS' existing $611.9 million senior
loan agreement.
     
The corporate credit rating is unchanged at 'B+'.  The outlook is
stable.
     
"As this debt issue will effectively refinance existing debt, the
issue will have a neutral effect on CCS' leverage," said Standard
& Poor's credit analyst Jamie Koutsoukis.  "Although leverage will
not change, and the company has a strong position in a market with
expected continued demand for its services, its aggressively
leveraged balance sheet following the 2007 privatization limits
its flexibility and ability to sustain itself at cyclical
troughs," Ms. Koutsoukis added.
     
The ratings on Calgary, Altanta-based CCS reflect the company's
aggressive debt leverage, reliance on its customers' outsourcing
requirements, and participation in the competitive and cyclical
oilfield services market.  Somewhat mitigating these concerns are
a strong market position in western Canada, solid operating
margins on its services, and good business diversification.
     
The stable outlook reflects Standard & Poor's expectation that CCS
will continue to benefit from high oil prices and demand for its
services.  Although the company is highly leveraged, CCS should be
able to meet its interest and operating obligations and proceed
with some planned expansion spending.  A negative ratings action
could occur should the company see a material decline in demand
for its services and a subsequent weakening of its financial risk
profile.  Conversely, an outlook revision to positive or an
upgrade, which is unlikely in the near-to-medium term, would
depend on CCS demonstrating significant debt reduction and an
overall strengthening of its coverage and leverage metrics.  

                         Ratings List
                           CCS Inc.

                       Ratings Assigned

   $312 million senior notes due 2015                B-
    Recovery rating                                    6

   $300 million senior subordinated notes due 2015   B-
    Recovery rating                                    6

                      Ratings Unchanged

Corporate credit rating                             B+/Stable/--
CN$500 million senior secured revolving
credit facility due 2013                            BB-
  Recovery rating                                    2

CN$1.3 billion senior secured term loan due 2014    BB-
  Recovery rating                                    2
CN$100 million senior secured delayed
draw term loan due 2014                             BB-
  Recovery rating                                    2

                         Rating Withdrawn

                                                     To   From
                                                     --   ----
CN$600 million senior unsecured notes due 2015      NR   B-

                         NR -- Not rated.


CFM US: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: CFM U.S. Corp.
        fdba The Vermont Castings Majestic Co.
        fdba Vermont Castings, Inc.
        fdba The Majestic Products Co.
        fdba CFM Specialty Home Products
        fdba CFM Majestic, Inc.
        fdba CFM Harris Systems, Inc.
        fdba CFM-RMC Acquisition, Inc.
        fdba Keanall Holdings (USA), Inc.
        fdba Keanall Products, Inc.
        fdba KACI, Inc.
        fdba North American Briquetting, Inc.
        fdba Go Marketing, LLC
        fdba The Great Outdoors Grill Co.
        aka CFM Specialty Home Products
        aka CFM Specialty Home Products Chicago
        1000 East Market Street
        Huntington, IN 46750

Bankruptcy Case No.: 08-10668

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        CFM Majestic U.S. Holdings, Inc.           08-10669

Type of Business: The Debtor manufactures two product
                  categories: Hearth and Heating Products and
                  Barbecue and Outdoor Products.  Hearth and
                  Heating products include gas, wood-burning and
                  electric fireplaces and free-standing stoves,
                  gas log sets and hearth accessories including
                  mantels, and other products.  Barbecue and
                  Outdoor products include gas barbecues, barbecue
                  parts and accessories, and outdoor fireplaces.  
                  See http://www.majesticproducts.com/

Chapter 11 Petition Date: April 9, 2008

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: William Pierce Bowden, Esq.
                     (wbowden@ashby-geddes.com)
                  Ashby & Geddes
                  222 Delaware Avenue, 17th Floor
                  Wilmington, DE 19899
                  Tel: (302) 654-1888
                  Fax: (302) 654-2067
                  http://www.ashby-geddes.com/

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

Debtor's 30 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Sheet Metal Workers' National  $8,900,000
Pension Fund
601 North Fairfax Street,
Suite 500
Alexandria, VA 22314
Tel: (703) 739-7000
Fax: (703) 683-0932

Talyuen Enterprises Ltd.       $3,226,696
Unit 701-703, 7F
Enterprise Square Two
3 Sheung Yuet Road
Kowloon Bay, HK China
Tel: 011-85223001263
Fax: 011-85223887060

Callisto Ltd.                  $875,191
Attn: Jacky Tse/Thomas Zhou
Alameda Drive Carlos
D'Assumpcao No. 180,
8th Floor, Flat M
Tong Nam Ah Centro Commercial
Macau, China
Tel: (853) 2872-2653
Fax: (853) 2872-2655

MacSteel Service Centers USA   $704,108
Attn: Debra Pituch
Department No. 0513
Los Angeles, CA 90084-0513
Tel: (949) 219-9704
Fax: (949) 219-9009

Midwest Industrial Metal       $441,506
Fabrication
Attn: Kathy Sparks
P.O. Box 903
3050 West Park Drive
Huntington, IN USA 46750
Tel: (260) 356-5262
Fax: (260) 356-5336

Block Steel Corp.              $244,151

Day Specialties Corp.          $238,314

Proscience, Inc.               $224,666

Specialty Gasket, Inc.         $210,406

Gibraltar                      $209,000

Harbor Packaging, Inc.         $186,274

SIT Controls USA, Inc.         $167,983

Barzelle                       $164,909

The Greenfield Recycling Co.   $146,297

Matandy                        $145,070

DHL Global Forwarding          $131,134

Forrest Paint                  $129,416

Nova Pak                       $126,177

Majestic Steel Services, Inc.  $122,935

Contour Machine Ltd.           $117,212

Mid-West Metal Products        $113,340

Paseco                         $102,085

ArcelorMittal                  $99,542

TMX                            $94,357

Gibraltar Financial Corp.      $90,927

Commercial Roll Formed         $87,779
Products, Ltd.

Refractory Specialties         $85,050

The Mash Group Holdings, LLC   $81,012

Ken-Mac Metals                 $78,044

Precision Sheet Metal          $77,608


CHARMING SHOPPES: Panel Urges Shareholders to Elect 3 Nominees
--------------------------------------------------------------
The Charming Shoppes Full Value Committee filed with the
Securities and Exchange Commission definitive proxy materials in
connection with its nomination of three highly qualified and
independent candidates for election to the board of directors of
Charming Shoppes Inc. at its 2008 annual meeting.  The meeting is
scheduled to be held at 450 Winks Lane, Bensalem, Pennsylavania,
on Thursday, May 8, 2008.  The Committee's nominees are Arnaud
Ajdler, Michael Appel and Robert Frankfurt.
    
The Committee also issued an open letter to the shareholders of
Charming Shoppes in which it urges shareholders not to be misled
by recent public statements from the company, which the Committee
believes are intended to distract shareholders' attention from the
significant strategic and financial problems that have been
plaguing the company.  In the letter, the Committee criticizes
Charming Shoppes for telling its shareholders in a recent letter
that "Charming Shoppes has benefited immensely from the leadership
of your board," when in reality the current board has presided
over what they believe was a disastrous operating performance,
poor capital allocation decisions and misguided business
strategies.

An excerpt of the letter contains that the current Charming
Shoppes board and senior management team have overseen a dramatic
deterioration and precipitous decline in both the company's
operating and stock performance.  The Committee also mentioned
that in the last year the company's stock price has sunk almost
62%, more than double that of the S&P Retail Index.

Highlighted in the letter were these issues:

1. The company's current stock price is up only 7.9% compared to
   where the stock price was more than 12 years ago when Ms.
   Dorrit Bern, the company's current chairman, president and
   chief executive officer, became chief executive officer,
   compared to a 146% increase in the S&P 500 Index during the
   same period.

2. The company experiences a decline of 4.1% in consolidated
   comparable sales over the last six years versus an increase of
   11.5% for its peers despite what the company continues to
   characterize as "very high growth" marketplace.

3. The company's net income swings to a loss of approximately
   $83 million for fiscal year 2008, a decline of approximately
   $192 million from the immediately prior fiscal year.

4. The company has spent $628 million on capital expenditures and
   acquisitions over the last three years, an incredible amount
   when you consider that the company's total market cap is only
   $565 million.

5. The company boasts of spending $253 million in fiscal year 2008
   to buy back shares when in actuality it paid an average cost of
   $10.43 per share, or a premium of 109% to the April 4, 2008
   closing price of $4.99.

                      About Charming Shoppes

Based in Bensalem, Pennsylvania, Charming Shoppes Inc.
(NASDAQ:CHRS) -- http://www.charmingshoppes.com -- is a retailer   
focused on women#s plus-size specialty apparel.  The company
operates in two segments: retail stores segment and direct-to-
consumer segment.  The company#s retail stores segment operates
retail stores and related e-commerce websites through brands, such
as Lane Bryant, Fashion Bug, Catherines Plus Sizes, Lane Bryant
Outlet and Petite Sophisticate outlet.  The company#s direct-to-
consumer segment operates a number of apparel, accessories,
footwear, and gift catalogs and related e-commerce Websites
through its Crosstown Traders business.  During the fiscal year
ended Feb. 3, 2007, the sale of plus-size apparel represented
approximately 74% of the Company#s total net sales.  As of Feb. 3,
2007, Charming Shoppes Inc. operated 2,378 stores in 48 states.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 27, 2008,
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Charming Shoppes, Inc. to B2
from Ba3.  The outlook is stable.


CHESAPEAKE CORP: Moody's Downgrades Ratings to 'B2' From 'B1'
-------------------------------------------------------------
Moody's downgraded Chesapeake Corporation's Corporate Family
Rating to B2 from B1 and its Probability of Default Rating to B3
from B1.  The rating outlook was changed to negative.   
Concurrently, Moody's downgraded the company's senior unsecured
revenue bonds to B3 from B1 and senior subordinated notes to Caa1
from B3.  These actions conclude the review for possible downgrade
initiated on Jan. 16, 2008.

The downgrade in CFR to B2 reflects recent deterioration in the
company's operating margins, free cash flow generation, and
liquidity profile that have been partially driven by increased
competition and pricing pressure in the European paperboard
packaging market as well as the loss of a major customer.  Despite
recent contract awards and ongoing cost saving initiatives,
Moody's believes that Chesapeake's operating performance and
credit metrics will be more consistent with a B2 rating over the
intermediate term.  The ratings continue to incorporate the
company's scale, modest customer concentration and the relative
resilience of its end markets to macroeconomic downturns.

The downgrade of the PDR to B3, one notch below the CFR, and the
change in outlook to negative reflect Moody's assessment that the
probability of default has increased due to heightened near term
liquidity pressures.  These concerns have stemmed primarily from:

   (i) a potential increase in U.K. pension funding requirements
and

  (ii) seasonal working capital needs in the first half of 2008
that Moody's believes could be higher than in previous years.

To fund these requirements, Chesapeake may need to draw on its
revolver to a level in which effective availability would be
diminished by financial covenant constraints, despite covenant
amendments negotiated last month.  Should the company be unable to
arrange a favorable financing plan or amend the current recovery
agreement for the supplemental U.K. pension payment due in July
2008, Moody's believes Chesapeake would likely breach its
financial covenants.  These liquidity constraints could complicate
the refinancing of the senior secured revolving credit facility
due February 2009.

Stabilization of the outlook and adjustment of the PDR could be
considered if Chesapeake were to improve its liquidity profile on
a sustainable basis, including the favorable negotiation of U.K.
pension funding requirements and refinancing of the revolving
credit facility.

These ratings have been downgraded:

  -- $18.75 million 6.375% senior unsecured revenue bonds due 2019     
     to B3 / LGD3 (48%) from B1 / LGD3 (48%)

  -- $31.25 million 6.25% senior unsecured revenue bonds due 2019
     to B3 / LGD3 (48%) from B1 / LGD3 (48%)

  -- 67.1 million GBP 10.375% senior subordinated notes due 2011
     to Caa1 / LGD5 (72%) from B3 / LGD5 (87%)

  -- 100 million EUR 7% senior subordinated eurobonds due 2014 to
     Caa1 / LGD5 (72%) from B3 / LGD5 (87%)

  -- Corporate Family Rating to B2 from B1

  -- Probability of Default Rating to B3 from B1

Chesapeake Corporation, headquartered in Richmond, Virginia, is a
leading supplier of specialty paperboard and plastic packaging
products to the pharmaceutical, confectionary, beverage and
specialty chemicals end-markets.  With operations based primarily
in Western Europe, FY07 revenues were approximately $1.1 billion.


CITIGROUP COMMERCIAL: S&P Puts Low-B Initial Ratings on Six Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Citigroup Commercial Mortgage Trust 2008-C7's
$1.85 billion commercial mortgage pass-through certificates series
2008-C7.
     
The preliminary ratings are based on information as of April 7,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2A, A-
2B, A-3, A-SB, A-4, A-1A, A-M, A-MA, A-J, and A-JA are currently
being offered publicly, and the remaining classes will be offered
privately.  Standard & Poor's analysis determined that, on a
weighted average basis, the pool has a debt service coverage of
1.22x, a beginning loan-to-value ratio of 105.1%, and an ending
LTV of 98.6%.
    
                   Preliminary Ratings Assigned
            Citigroup Commercial Mortgage Trust 2008-C7
   
                                                 Recommended
     Class        Rating        Amount           credit support
     -----        ------        ------           --------------
     A-1          AAA           $18,100,000           30.000%
     A-2A         AAA          $103,584,000           30.000%
     A-2B         AAA          $225,000,000           30.000%
     A-3          AAA           $77,953,000           30.000%
     A-SB         AAA           $74,332,000           30.000%
     A-4          AAA          $623,468,000           30.000%
     A-1A         AAA          $172,498,000           30.000%
     A-M          AAA          $160,348,000           20.000%
     A-MA         AAA           $24,643,000           20.000%
     A-J          AAA          $124,271,000           12.250%
     A-JA         AAA           $19,097,000           12.250%
     X*           AAA        $1,849,908,471              N/A
     B            AA+           $18,499,000           11.250%
     C            AA            $18,499,000           10.250%
     D            AA-           $18,499,000            9.250%
     E            A+             $9,250,000            8.750%
     F            A             $16,187,000            7.875%
     G            A-            $18,499,000            6.875%
     H            BBB+          $18,499,000            5.875%
     J            BBB           $16,187,000            5.000%
     K            BBB-          $18,499,000            4.000%
     L            BB+           $11,562,000            3.375%
     M            BB             $6,937,000            3.000%
     N            BB-            $6,937,000            2.625%
     O            B+             $6,937,000            2.250%
     P            B              $6,937,000            1.875%
     Q            B-             $4,625,000            1.625%
     S            NR            $30,061,471            0.000%
   
            * Interest-only class with a notional amount.
                        N/A -- Not applicable.
                           NR -- Not rated.


CLARIENT INC: KPMG Raises Substantial Doubt
-------------------------------------------
KPMG LLP in Costa Mesa, Calif., raised substantial doubt about
Clarient, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses, negative cash flows from
operations, and working capital and net capital deficiencies.

In addition, KPMG said it is not probable that the company can
remain in compliance with the restrictive monthly financial
covenant in its bank credit facility.

For the year ended Dec. 31, 2007, the company posted an $8,757,000
net loss on $42,995,000 of revenues as compared with a $16,135,000
net loss on $27,723,000 of revenues for the same period in 2006.

At Dec. 31, 2007, the company's balance showed $26,881,000 in
total assets and $31,670,000 in total liabilities, resulting in a
$4,789,000 stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $15,545,000 in total current assets available to
pay $26,665,000 in total current liabilities.

                     Comerica Line of Credit

The company currently has a $12 million revolving credit agreement
with Comerica Bank, which was amended and restated in February
2008 to extend the maturity to February 2009.

Borrowings under the Comerica Facility totaled $9 million at Dec.
31, 2007, and are being used for working capital purposes.  The
remaining availability under the Comerica Facility was used to
obtain a $3 million stand-by letter of credit for the landlord of
the company's leased facility in Aliso Viejo, Calif.  

The Comerica Facility matures on Feb. 26, 2009, and, as of
Dec. 31, 2007, the company had no additional availability under
the Comerica Facility.  During 2007, borrowings under the Comerica
Facility bore interest at the bank's prime rate minus 0.5% and
included one financial covenant related to tangible net worth.

Under the amended and restated Comerica Facility, at the company's
option, borrowings will bear interest at the prime rate minus
0.5%, or a rate equal to LIBOR plus 2.45%, provided, however, that
upon the achievement of certain financial performance metrics, the
rate will decrease by 0.25%.

The company was not in compliance with the minimum tangible net
worth covenant as of Dec. 31, 2007 (and in certain prior periods),
and the company has obtained a waiver from Comerica Bank with
respect thereto.

Under the terms of the amended Comerica Facility, the company is
required to maintain a minimum tangible net worth of:

   -- $6,500,000 for the period from Jan. 1, 2008, through
      March 31, 2008;

   -- $8,000,000 for the period April 1, 2008, through June 30,
      2008;

   -- $9,000,000 for the period from July 1, 2008, through
      Sept. 30, 2008;

   -- $9,500,000 for the period from Oct. 1, 2008, through
      Dec. 31, 2008; and

   -- $9,500,000 plus 50% of profits (profit recapture)
      thereafter.

                      New Mezzanine Facility

The company entered on March 14, 2008, into an Amended and
Restated Senior Subordinated Revolving Credit Facility with
Safeguard Delaware, Inc., an affiliate of Safeguard Scientifics,
Inc., to renew and expand the Senior Subordinated Revolving Credit
Agreement, dated March 7, 2007.

Safeguard Scientifics, with certain of its subsidiaries, owns a
majority of the company's outstanding stock.

The New Mezzanine Facility, which has a stated maturity date of
April 15, 2009, provides the company access of up to $21 million
in working capital funding.  The New Mezzanine Facility will come
due earlier upon:

   -- full repayment by the company of its senior debt;

   -- certain sales, mergers or consolidations of the company,
      which would result in a sale of all or substantially all
      of the company's assets or Safeguard no longer owning a
      majority of the company's common stock; or

   -- the liquidation of the company.

In the event the company completes a financing of debt or equity
securities resulting in net proceeds to the company of at least
$15,000,000, the company will be required to pay down all amounts
outstanding under the New Mezzanine Facility and the maximum
aggregate size of the New Mezzanine Facility will be reduced to $6
million.  

Borrowings under the New Mezzanine Facility will bear interest at
an annual rate of 12%, subject to increase by 1% if amounts
thereunder remain outstanding after June 31, 2008.

As of March 17, 2008, the company had $12.4 million of
indebtedness outstanding under the New Mezzanine Facility, for
working capital purposes and to repay in full and terminate
amounts borrowed under the Loan and Security Agreement, dated
Sept. 29, 2006, between the company, Clarient Diagnostic Services,
Inc., CLRT Acquisition, LLC, and General Electric Capital
Corporation, as amended, and certain related equipment lease
obligations.

                     GE Capital Line of Credit

The company entered into a Loan and Security Agreement with GE
Capital on Sept. 29, 2006.  The financing arrangement consisted of
a senior secured revolving credit facility pursuant to which the
company could borrow up to $5 million, subject to adjustment.

Borrowings under the credit agreement could not exceed 85% of the
company's qualified accounts receivable after application of
certain liquidity factors and deduction of certain specified
reserves, and repaid daily by a sweep of the company's cash-
collections lockbox.

The credit agreement included an annual collateral monitoring fee
of $12,000.  The interest rate under the GE Capital Facility was
based on the lower of the London Interbank Offered Rate, plus
3.25% or the Wall Street Journal published Prime Rate, plus 0.5%.

The credit agreement provided for a prepayment fee of 2.0% of the
commitment amount if terminated during the first year and 1.0% of
the commitment amount if terminated any time thereafter prior to
the maturity date.

The GE Capital Facility had a two-year term and was secured by the
diagnostic services business accounts receivable, along with all
of the other assets of the company and its subsidiaries.

As of Dec. 31, 2007, the company had $5 million outstanding under
the GE Capital Facility.

As of Dec. 31, 2007, the company was not in compliance with the GE
Capital Facility minimum tangible net worth covenant.  However,
the company repaid all indebtedness under the GE Capital Facility
on March 17, 2008.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2a1c

                          About Clarient

Based in Aliso Viejo, Calif., Clarient, Inc. (NASDAQ: CLRT) --
http://www.clarientinc.com/-- is a comprehensive cancer  
diagnostic company providing cellular assessment and cancer
characterization to three major customer groups: community
pathologists, academic researchers and university hospitals, and
bio pharmaceutical companies.


COOKSON 2007: Poor Credit Quality Cues Moody's Rating Downgrades
----------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by Cookson
2007 Series.

Issuer: Cookson 2007-7

Class Description: $10,000,000 Series 2007-7 Notes Due 2047

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

Issuer: Cookson 2007-8

Class Description: $20,000,000 Series 2007-8 Notes Due 2047

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

Issuer: Cookson 2007-9

Class Description: $21,000,000 Series 2007-9 Notes Due 2047

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

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


CREDIT DEFAULT CN100988: Moody's Junks Rating on $20 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by Credit
Default Swap Reference CN100988.

Class Description: $20,000,000 Credit Default Swap due 12 October
2052

  -- Prior Rating: Baa3, 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.


CREDIT DEFAULT CN10098: Moody's Cuts Rating to 'Ca' on $10MM Notes
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Credit Default Swap Reference CN100985.

Class Description: $10,000,000 Credit Default Swap due 12 October
2052

  -- 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.


DANKA BUSINESS: Selling DOIC Unit to Konica for $240 Million
------------------------------------------------------------
Danka Business Systems PLC signed a definitive agreement with
Konica Minolta Business Solutions U.S.A., Inc., enabling Konica
Minolta to acquire the company's wholly owned U.S. subsidiary,
Danka Office Imaging Company, through which Danka conducts its
business operations.

Under the terms of the agreement, the total purchase price is
expected to be approximately $240 million.  The transaction is
expected to close by June 30, 2008.  The deal is subject to a
number of regulatory and other closing conditions, in both the
United States and the United Kingdom, including approval of the
transaction by Danka's shareholders.

"In addition to continuing support for the entire Danka customer
base with a complete range of products and service capabilities,"
said A.D. Frazier, Chairman and Chief Executive Officer of Danka,
"I am pleased to say the new organization will also provide the
added benefit of direct access to Konica Minolta's world-class
technology, distinctive product offerings and financial strength.  
Customer relationships will grow ever stronger as a result."

Upon consummation of the transaction, DOIC will become a wholly-
owned subsidiary of Konica Minolta, and will maintain its current
offices in St. Petersburg, Florida and elsewhere.  Konica Minolta
will supplement the product mix including network-ready
multifunctional products (print, copy, fax and scan all in one
system) and network printers in DOIC markets beginning in mid-
2008.  DOIC will continue servicing its customers with its highly
trained sales and service teams.

Mr. Frazier credits Danka employees for accomplishing a remarkable
competitive transformation.  "They redefined the manner in which
document workflow solutions are managed and serviced in small-to-
medium sized enterprises and in the extremely competitive high
volume production print marketplace.  Their success, achieved
against a backdrop of having to overcome the company's daunting
corporate legacy issues, translates to new relevancy and value for
the Danka approach."

Mr. Frazier added, "Nevertheless, the costs associated with trying
to remain an independent player in an extremely competitive
industry are imposing.  This transaction represents, by far, the
best outcome for Danka's organization and staff.  It preserves the
DOIC organization, allowing us to serve our loyal customers while
addressing the holding company's burdensome financial obligations.  
We are confident that Konica Minolta's stated desire to invest in,
and grow, DOIC's business will be rewarded in the customer
marketplace."

The acquisition by Konica Minolta is designed to build and expand
upon the foundation established by DOIC.  "Konica Minolta's
acquisition of DOIC will further enhance our leadership in the
color and high volume production print markets while complementing
our overall growth strategy with our independent dealers and
branch network," said Jun Haraguchi, President and CEO of Konica
Minolta Business Solutions U.S.A., Inc.  "We're excited about the
prospects that this strategic acquisition will create, and believe
the combined strength of the new organization will be beneficial
to our customers, the DOIC customer base and the DOIC employee
family."

The transaction contemplates that Danka Business Systems PLC, the
holding company, will sell to Konica Minolta the stock in its U.S.
operations, Danka Office Imaging Company.  Once completed, the
holding company will distribute proceeds from the sale to debt and
shareholders through a British process of voluntary liquidation,
which will also need to be approved by Danka shareholders.

Under the terms of Danka's existing Articles of Association, the
holders of Danka's ordinary shares would not be entitled to
receive any portion of the amount which is expected to be
available for distribution to the holding company's shareholders.  
However, the Board is seeking to implement arrangements which
would result in the holders of Danka's ADSs receiving the cash sum
of $0.10 per ADS.  Further details of these proposed arrangements
will be provided to the company's shareholders as soon as
possible.

Cypress Merchant Banking Partners II L.P. and certain of its
affiliates, which collectively hold approximately 338,569
Participating Shares which confer the right to exercise
approximately 29.0% of the voting rights exercisable at general
meetings of the company, have agreed to vote in favor of the
transaction, the liquidation and related proposals.

                      Use of Proceeds

If shareholders approve the sale transaction and liquidation the
net cash proceeds from the disposal will be used to discharge
Danka's approximately $152 million of indebtedness under the
existing credit facilities provided by GE Corporate Capital.

After depositing $25 million of the sale proceeds in escrow to
satisfy potential claims by Konica Minolta under the definitive
agreement, the remaining sum, together with the company's other
cash resources, will be used to discharge other actual and
contingent liabilities and the costs and expenses of the
liquidation.

The resulting cash balance, together with any remaining escrow
proceeds, will be returned to shareholders.  Net funds returning
to owners of the company's Participating Shares are expected to
total less than the 20% of the $372 million in accrued payments
currently owed to them.

                     About Konica Minolta

Konica Minolta Business Solutions U.S.A., Inc. --
http://www.kmbs.konicaminolta.us-- offers imaging and networking  
technologies for the desktop to the print shop, brings together
unparalleled advances in security, print quality and network
integration via its award-winning line of bizhub(TM) multifunction
products (MFPs); bizhub PRO(TM) production printing systems;
magicolor(R) desktop color laser printers and all-in-ones; and
pagepro(TM) monochrome desktop laser printers and all-in-ones.
Konica Minolta also offers advanced software solutions, wide-
format printers, microform digital imaging systems, and scanning
systems for specialized applications.  Headquartered in Ramsey,
New Jersey, Konica Minolta delivers services and client support
through a etwork of direct sales offices, authorized dealers,
resellers and distribution partners in the United States, Canada,
Mexico, Central America and South America.

                      About Danka Business

Danka Business Systems PLC (LON: DNK) -- http://www.danka.com/--  
offers document solutions, including office imaging equipment,
software, support, and related services and supplies in the United
States.  It offers office imaging products, services, supplies and
solutions, including digital and color copiers, digital and color
multifunction peripherals printers, facsimile machines and
software.  It also provides a range of contract services,
including professional and consulting services, maintenance,
supplies, leasing arrangements, technical support and training,
collectively referred to as Danka Document Services.  The
company's revenue is generated from two primary sources: new
retail equipment, supplies and related sales, and service
contracts.  Danka sells Canon products, as well as Kodak, Toshiba
and Hewlett-Packard.  On Aug. 31, 2006, the company sold its
subsidiary, Danka Australasia, PTY Limited, to Onesource Group
Limited.  In January 2007, the company disposed of its European
businesses to Ricoh Europe B.V.

As reported in the Troubled Company Reporter on Feb. 7, 20008, the
company's Dec. 31, 2007 balance sheet showed total assets of
$233.5 million, total liabilities of $225.0 million, 6.5% senior
convertible participating shares of $362.6 million, and total
stockholders' deficit of $354.1 million.


DELTA AIR: Revives NWA Merger Talks, Sweetens Offer to Pilots
-------------------------------------------------------------
Delta Air Lines Inc. has revived merger talks with Northwest
Airlines Corp., even without the pre-arranged deal from both
carriers' pilots, said people familiar with the situation,
according to reports.

Delta's board members convened on April 4, 2008, and agreed to
continue the talks which are reportedly intensifying, the
Financial Times states.  

Delta pilots were granted permits to picket at Northwest hubs
from April 8 to 24, to protest over the carriers' pilot-seniority
dispute, The Associate Press discloses.  Northwest's pilots union
said it reserves the right to do the same thing at Delta hubs if
it chooses, the AP says.

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

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

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

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

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

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

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

The pilot negotiating committees at Delta and Northwest have not
had any recent meetings, but there has been informal contact
between members of the two unions, one of the people familiar
with the discussions said, according to AP.

Meanwhile, Northwest was said to be planning to freeze the hiring
of pilots and flight attendants as it cuts its domestic schedule
by about 5%, starting after the peak summer travel season, the
Los Angeles Times reports.

                Delta Seeks Concessions from Union

The Wall Street Journal's Susan Carey and Paulo Prada reported
Wednesday that Delta asked its union leaders to abandon parts of
the Delta pilot labor contract so the carrier could move forward
as early as next week with its merger deal with Northwest.  The
Journal, citing people familiar with the situation, said Delta
promised its 6,000 pilots pay raises, equity and a board seat in
the combined carrier.

Delta's current employment contract with its pilots is in effect
until at least the end of next year.  The Journal says Delta
management hopes to coax an agreement from union leaders sooner so
that future contract changes can coincide with subsequent talks
with Northwest pilots, whose current contract runs through 2011.

According to the Journal, one person privy to the talks said the
sweeteners Delta is extending its pilots may not be as generous as
those contemplated a few months ago, but they would be similar.

The Journal also reports that a spokesman for the Northwest pilots
group on Wednesday said his members' labor contract "contains
significant protections in the event of any merger or
acquisition."  He said the Northwest pilots "are willing to work
constructively with any management or pilot group.  However, we
will exercise our contractual rights in order to protect the
interests and careers of every Northwest pilot."

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed US$14.4 billion
in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' Plan.  The Plan
took effect May 31, 2007.  (Northwest Airlines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services raised its ratings on
Northwest Airlines Corp. and its Northwest Airlines Inc.
subsidiary, including raising the long-term corporate credit
ratings on both entities to 'B+' from 'D', following their
emergence from Chapter 11 bankruptcy proceedings.  S&P said the
rating outlook is stable.

In addition, S&P assigned a 'BB-' bank loan rating, one notch
above the corporate credit rating, with a '1' recovery rating,
to Northwest Airlines Inc.'s $1.225 billion bankruptcy exit
financing, based on S&P's expectation of a full recovery of
principal in the event of a second Northwest bankruptcy.   That
bank facility converted from a debtor-in-possession credit
facility; S&P withdrew the 'BBB-' rating on the DIP facility.

               About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.  
(Delta Air Lines Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

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


DENNY'S CORP: Henry Nasella to Resign from Board Effective May 21
-----------------------------------------------------------------
On April 1, 2008, Henry Nasella notified Denny's Corporation of
his decision not to stand for re-election to the Board of
Directors at the company's upcoming Annual Stockholders meeting on
May 21, 2008.

Mr. Nasella, 61, served as a board member since 2004 and served on
the board's Audit and Finance Committee and Corporate Governance
and Nominating Committee.  He said his desire to devote more time
and attention to other business interests was the primary basis
for his decision.  

Mr. Nasella indicated that he had no disagreements with Denny's,
its management or the other directors.

                    About Denny's Corporation

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a
full-service family restaurant chain, consisting of 394 company-
owned units and 1,152 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on March 11, 2008,
Denny's Corp.'s consolidated balance sheet at Dec. 26, 2007,
showed $381.1 million in total assets and $560.0 million in total
liabilities, resulting in a $178.9 million total shareholders'
deficit.


DIABLO GRANDE: U.S. Trustee Appoints Three-Member Creditors Panel
-----------------------------------------------------------------
Sara L. Kistler, acting U.S. Trustee for Region 17, appointed
three members to the Official Committee of Unsecured Creditors of
the Chapter 11 case of Diablo Grande LP.

The panel consists of:

   a) Tennyson Electric Inc.
      7275 National Drive
      Livermore, CA 94550
      Tel (925) 606-1038
      Fax (925) 606-7655
      Attn: Curtis A. Bryant
      Tel (925) 260-2767
      Fax (925) 606-2767

   b) LSA Associates Inc.
      Suite 200, 20 Executive Park
      Irvine, CA 92614
      Attn: Jim Baum
      Tel (949) 553-0666
      Fax (949) 553-1670

   c) California Retaining Walls Co.
      P.O. Box 30143
      Walnut Creek, CA 94598
      Attn: Rex Daysh, President
      Tel (925) 687-4000
      Fax (925) 681-1450

Patterson, California-based Diablo Grande LP owns 33,000-acre real
property and runs a resort hotel with golf courses and convention
center.  Diablo Grande LP's general partner is Diablo Grande Inc.
with Donald Panoz as president.  It filed for chapter 11
protection on March 10, 2008 (Bankr. E.D. Calif. Case No. 08-
90365).  Judge Robert S. Bardwil is presiding the case.  Michael
H. Ahrens, Esq., represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed asset
and debts between $50 million and $100 million.  The Debtor did
not file a list of its largest unsecured creditors.


DIAMOND GLASS: Taps The Garden City Group as Claims Agent
---------------------------------------------------------
Diamond Glass Inc. and DT Subsidiary Corp. ask permission from the
U.S. Bankruptcy Court for the District of Delaware to employ The
Garden City Group Inc. as their claims, noticing, and balloting
agent.

The employment of Garden City is necessary as it will the relieve
the Court of a significant administrative burden and avoid delays
in processing proofs of claim and interests.

The Debtors have provided Garden City a $25,000 retainer.

David A. Issac, the chief executive officer of Garden City, attest
that the firm does not hold or represent any interest adverse to
the Debtors or their estates and that the firm is is a
"disinterested person" as that term is defined in section 101(14)
of the bankruptcy code.

The Debtors have agreed to pay the firm's professionals at these
hourly rates:

     Vice President                    $202.50
     Senior Account Executive          $180.00
     Director/Asst. Vice President     $157.50
     Senior Programmer              $135.00-$166.50
     Senior Project Manager            $135.00
     Programmer                     $112.50-$135.00
     Project Manager                   $112.50
     Quality Assurance Staff         $63.00-$112.50
     Supervisor                      $63.00-$85.50
     Mailroom and Claims Control        $49.50
     Data Entry Processors              $49.50
     Administrative                  $40.50-$63.00

                        About Diamond Glass

Headquartered in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/and  
http://www.daimondtriumphglass.com/-- is a
provider of automotive glass replacement and repair services.
The company and and its debtor-affiliate DT Subsidiary Corp.,
filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr.
D. Del. Lead Case No. 08-10601).  Donald J. Bowman Jr., Esq. and
Joseph M. Barry, Esq., at Young, Conaway, Stargatt & Taylor,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy protection, they listed estimated
assets of between $10 million to $50 million and estimated debts
of between $100 million to $500 million.

         
DIVERSIFIED ASSET: Moody's Junks Rating on Class A-3L From 'B1'
---------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by
Diversified Asset Securitization Holdings III, L.P.

Class Description: Class A-3L Floating Rate Notes Due July 2036

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

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


EDUCATION RESOURCES: Wants Schedules Filing Extended to June 23
---------------------------------------------------------------
The Education Resources Institute Inc., asks the U.S.
Bankruptcy Court for the District of Massachusetts, Eastern
Division, to extend to June 23, 2008, the time by which it must
file its schedules of assets and liabilities, schedules of
executory contracts and leases, and statement of financial
affairs.

Willis J. Hulings III, president and CEO, relates that in order
to prepare the Schedules and Statement, the Debtor must gather
information from books, records and documents relating to a
multitude of transactions.  Consequently, collection of the
information necessary to complete the Schedules and Statement
will require an expenditure of substantial time and effort on the
part of the Debtor's employees, Mr. Hulings explains.

The Debtor will mobilize its employees to work diligently on the
preparation of the Schedules and Statement.  In view of the
amount of work entailed in the project, however, well as the
size and complexity of the Debtor's case and the competing
demands upon its limited employees to assist in efforts to
stabilize business operations during the initial postpetition
period, it does not appear likely that the Debtor will be able to
complete the Schedules and Statement properly and accurately
within 15 days after the Petition Date, Mr. Hulings tells the
Court.  A 60-day extension, according to him, will provide the
Debtor with sufficient time to complete that task.   

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems  
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq. at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more that $1 billion and
estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ENCYSIVE PHARMA: Pfizer Commences Tender Offer of Company Shares
----------------------------------------------------------------
As disclosed on Feb. 20, 2008, Encysive Pharmaceuticals Inc.,
entered into an merger agreement with Pfizer Inc., pursuant to
which Explorer Acquisition Corp., a wholly owned subsidiary of
Pfizer, will merge with and into Encysive.

Pursuant to the merger agreement, Explorer commenced a tender
offer to purchase all of the outstanding shares of common stock,
par value $0.005 per share, of Encysive at a purchase price of
$2.35 per share, net to the seller in cash, without interest and
less any required withholding taxes, upon the terms and conditions
set forth in the offer to purchase dated March 4, 2008, and in the
related Letter of Transmittal.

The initial offering period expired at 12:00 midnight, New York
City time, on Monday, March 31, 2008, at which time, based on
information provided by Computershare Trust Company N.A., the
depositary for the tender offer, approximately 61,765,295 shares
were validly tendered and not withdrawn prior to the expiration of
the tender offer.  On April 1, 2008, Explorer accepted all validly
tendered and not withdrawn shares for payment in accordance with
the terms of the tender offer.

Purchaser also commenced a subsequent offering period to acquire
all of the remaining untendered shares.  The subsequent offering
period expired at 5:00 p.m., New York City time, on April 7, 2008,
unless extended.

Explorer previously disclosed in the offer to purchase that it
will need approximately $200 million to purchase all of the shares
pursuant to the tender offer and to consummate the merger, plus
related fees and expenses.  

According to the offer to purchase, Pfizer will provide Explorer
with sufficient funds to purchase all shares properly tendered in
the tender offfer and to complete the merger.  Following
Explorer's acceptance of, and payment for, the shares validly
tendered and not withdrawn during the initial offering period,
Explorer beneficially owned approximately 76.30% of the
outstanding Shares.

Under the terms of the agreement, Pfizer will acquire the rights
to THELIN(R) (sitaxsentan sodium), an oral, once-daily endothelin
A receptor antagonist (ETRA) for the treatment of pulmonary
arterial hypertension (PAH), as well as Encysive's other pipeline
candidates.  

The transaction is expected to close in the second quarter of
2008.

                  About Encysive Pharmaceuticals

Based in Houston, Encysive Pharmaceuticals Inc. (NasdaqGM: ENCY)
-- http://www.encysive.com/-- is as biopharmaceutical company  
engaged in the discovery, development and commercialization of
novel, synthetic, small molecule compounds to address unmet
medical needs.  The company's research and development programs
are predominantly focused on the treatment and prevention of
interrelated diseases of the vascular endothelium and exploit its  
expertise in the area of the intravascular inflammatory process,
referred to as the inflammatory cascade, and vascular diseases.

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

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
KPMG LLP expressed substantial doubt about Encysive
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and net capital
deficiency.


ENCYSIVE PHARMA: 7 Board Members Resign Amid Pfizer Merger Talks
----------------------------------------------------------------
In connection with Encysive Pharmaceuticals Inc.'s merger
agreement with Explorer Acquisition Corp., a wholly owned
subsidiary of Pfizer Inc., dated Feb. 20, 2008, several members
of Encysive's board of directors stepped down from the board,
effective as of April 3, 2008:

   -- George W. Cole,
   -- Richard A.F. Dixon, Ph.D.,
   -- Ron J. Anderson, M.D.,
   -- John H. Dillon II,
   -- Suzanne Oparil, M.D.,
   -- John M. Pietruski, and
   -- James T. Willerson, M.D.

At the time of their resignation, Drs. Anderson and Willerson were
members of the Compensation and Corporate Governance Committee;
Mr. Dillon and Dr. Oparil were members of the Audit Committee and
Drs. Dixon and Willerson and Mr. Cole were members of the
Executive Committee.  In addition, Mr. Cole served as chair of the
Executive Committee.  

The following designees of Explorer Acquisition Corp. were
appointed to the Board to fill the vacancies created by the
resignation of the above-listed directors: Martin Mackay, David
Reid, Margaret M. Foran and Douglas E. Giordano.  

Three independent directors, J. Kevin Buchi, Robert J. Cruikshank
and James A. Thomson, Ph.D., have remained on the Board pending
completion of the merger.  In addition, subject to the terms of
the merger agreement, pending completion of the merger, Explorer
is entitled, at its request, to have its designees appointed to
the appropriate committees of the Board.

                  About Encysive Pharmaceuticals

Based in Houston, Encysive Pharmaceuticals Inc. (NasdaqGM: ENCY)
-- http://www.encysive.com/-- is as biopharmaceutical company  
engaged in the discovery, development and commercialization of
novel, synthetic, small molecule compounds to address unmet
medical needs.  The company's research and development programs
are predominantly focused on the treatment and prevention of
interrelated diseases of the vascular endothelium and exploit its  
expertise in the area of the intravascular inflammatory process,
referred to as the inflammatory cascade, and vascular diseases.

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

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
KPMG LLP expressed substantial doubt about Encysive
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and net capital
deficiency.


ENRON CORP: $11MM to Be Restored in Former Workers' Savings Plan
----------------------------------------------------------------
The U.S. Labor Department said that more than $11,000,000 will
be restored to a settlement fund for the former employees of
Enron Corp. who lost their retirement fund during the company's
collapse, published reports said.

A contempt motion, filed by Labor Secretary Elaine Chao in
February against Hewitt Associates LLC, was resolved in an
agreement between the parties, the Associated Press reported.

Hewitt was responsible for calculating settlement distributions to
individual participants for the Enron Corp. Savings Plan.  Hewitt
had used the wrong number as the starting point for certain of its
calculations, and as a result, the Savings Plan lost $22,000,000.

According to the AP, Enron and Hewitt have agreed to restore
$11,200,000 to the settlement fund, the Labor Department said.  
Enron said that even after efforts to get back the money that was
overpaid, the settlement fund was still $9,150,000 short.

The Labor Department added that Enron and Hewitt have agreed "to
provide the funds necessary to make up the shortfall in the
amount needed to make whole the underpaid participants."  Ms.
Chao said, "This settlement will ensure that all pension plan
participants will receive all the funds to which they are
entitled."

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

(Enron Bankruptcy News, Issue No. 203; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ENTRAVISION COMMS: S&P Changes Outlook to Stable; Holds B+ Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
Entravision Communications Corp. to stable from positive.
      
"Although we still believe ratings have upward potential, the
action reflects our expectation of a longer-term path to an
upgrade due to challenging advertising demand in 2008 that could
limit significant EBITDA growth, as well as uncertainty
surrounding Entravision's use of outdoor asset sales proceeds,"
explained Standard & Poor's credit analyst Michael Altberg.
     
At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on the company.  The Santa Monica, California-based
Spanish-language media company had $484.1 million of total debt
outstanding as of Dec. 31, 2007.
     
The rating on Entravision reflects the company's high debt levels,
intensifying Spanish-language media competition, potential for
advertising volatility, and Hispanic media's inability to generate
revenue commensurate with its audience share.  Entravision's long-
term strategic relationship with shareholder Univision
Communications Inc. (B-/Negative/--), favorable trends in Hispanic
media, the company's strong conversion of EBITDA to discretionary
cash flow, and largely resilient station asset values only
partially offset these factors.


FIRST FRANKLIN: Worse Performance Cues Moody's Rating Downgrades
----------------------------------------------------------------
Moody's Investors Service has downgraded 28 certificates and
maintained on review for possible further downgrade nine of those
classes of certificates from three transactions issued by First
Franklin Mortgage Loan Trust.  The transactions are backed by
second lien loans.  The certificates were downgraded because the
bonds' credit enhancement levels, including excess spread and
subordination were too 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: First Franklin Mortgage Loan Trust 2006-FFA

  -- Cl. A1, Downgraded to Ba1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A2, Downgraded to Ba1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A3, Downgraded to Baa2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A4, Downgraded to Ba1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M1, Downgraded to B3 from Aa1

  -- Cl. M2, Downgraded to Caa1 from Aa2

  -- Cl. M3, Downgraded to Caa2 from Baa3

  -- Cl. M4, Downgraded to Caa3 from Ba1

  -- Cl. M5, Downgraded to Ca from B1

  -- Cl. M6, Downgraded to C from B3

  -- Cl. M7, Downgraded to C from Caa2

  -- Cl. M8, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FFB

  -- Cl. A1, Downgraded to Ba3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. A2, Downgraded to Baa2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. A3, Downgraded to Ba1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. A4, Downgraded to Ba3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M1, Downgraded to Caa3 from Aa3

  -- Cl. M2, Downgraded to Ca from Ba3

  -- Cl. M3, Downgraded to C from B3

  -- Cl. M4, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust Series 2007-FFA

  -- Cl. A-1, Downgraded to Ba3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa1 from Aa1

  -- Cl. M-2, Downgraded to Caa3 from Aa2

  -- Cl. M-3, Downgraded to Ca from Aa3

  -- Cl. M-4, Downgraded to C from Baa3

  -- Cl. M-5, Downgraded to C from B1

  -- Cl. M-6, Downgraded to C from B3

  -- Cl. B-1, Downgraded to C from Ca


FIRST UNION: Moody's Junks Rating on Class M From 'B2' on Losses
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the ratings of three classes and affirmed the ratings
of 10 classes of First Union National Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2002-
C1:

  -- Class A-1, $48,469,222, affirmed at Aaa
  -- Class A-2, $430,663,000, affirmed at Aaa
  -- Class IO-I, Notional, affirmed at Aaa
  -- Class IO-II, Notional, affirmed at Aaa
  -- Class B, $26,402,000, affirmed at Aaa
  -- Class C, $32,774,000, affirmed at Aaa
  -- Class D, $9,104,000, affirmed at Aa1
  -- Class E, $8,194,000, upgraded to Aa2 from Aa3
  -- Class F, $12,746,000, upgraded to A2 from A3
  -- Class G, $10,014,000, upgraded to Baa1 from Baa2
  -- Class H, $14,567,000, affirmed at Ba1
  -- Class J, $14,566,000, affirmed at Ba2
  -- Class K, $5,463,000, affirmed at Ba3
  -- Class L, $5,462,000, downgraded to B2 from B1
  -- Class M, $7,283,000, downgraded to Caa2 from B2
  -- Class N, $3,642,000, downgraded to Ca from Caa1

Moody's is upgrading Classes E, F and G due to defeasance and
overall improved pool performance.  Moody's is downgrading Classes
L, M and N due to realized and projected losses from specially
serviced loans.

As of the March 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 13.2%
to $632.0 million from $728.3 million at securitization.  The
Certificates are collateralized by 96 mortgage loans ranging in
size from less than 1.0% to 5.1% of the pool with the top 10 loans
representing 34.5% of the pool.  Twenty-nine loans, representing
38.1% of the pool, have defeased and are collateralized by U.S.
Government securities.

Seven loans have been liquidated from the pool resulting in an
aggregate realized loss of approximately $13.7 million.  Three
loans, representing 2.3% of the pool, are currently in special
servicing.  Moody's estimates aggregate losses of approximately
$1.7 million for the specially serviced loans.  Fourteen loans,
representing 11.2% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for 97.9% and 34.1% of the pool, respectively.
Moody's loan to value ratio is 79.5% compared to 83.8% at Moody's
last full review in April 2007 and 89.9% at securitization.

The top three non-defeased loans represent 12.9% of the pool.  The
largest loan is the Wilshire Union Center Loan ($32.4 million --
5.1%), which is secured by a 215,500 square foot power center
located in Los Angeles, California.  The center is anchored by
Home Depot, Food-4-Less and Rite Aid.  As of September 2007 the
center was 100.0% occupied, the same as at last review.  Moody's
LTV is 84.5% compared to 86.5% at last review.

The second largest loan is the Promenade Loan ($26.0 million --
4.1%), which is secured by a 352,000 square foot power center
located in Garden Grove, California.  Major tenants include Regal
Cinemas, 24 Hour Fitness and Marshall's.  As of October 2007, the
center was 96.0% occupied compared to 94.0% at last review.   
Financial performance has improved due to increased revenues and
principal amortization.  Moody's LTV is 64.8% compared to 73.0% at
last review.

The third largest loan is the U-Hall Portfolio Loan ($23.3 million
- 3.7%), which is secured by 14 self storage properties located in
11 states.  The portfolio totals 7,128 units with individual
properties ranging from 244 to 745 units. Moody's LTV is 53.0%
compared to 53.9% at last review.


FORBES MEDI-TECH: Losses & Deficit Prompt Going Concern Doubt
-------------------------------------------------------------
KPMG LLP in Vancouver, British Columbia, raised substantial doubt
about Forbes Medi-Tech Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations and accumulated deficit.

For the year ended Dec. 31, 2007, the company posted an
CN$11,683,000 net loss on CN$9,361,000 of total revenues as
compared with a CN$17,831,000 net loss on CN$7,242,000 of total
revenues for the same period in 2006.

At Dec. 31, 2007, the company's balance sheet showed CN$12,951,000
in total assets, CN$3,319,000 in total liabilities, and
CN$9,632,000 in total stockholders' equity.

The company's accumulated deficit increased to CN$101,270,000 at
Dec. 31, 2007, from CN$89,587,000 at Dec. 31, 2006.

                        New and Old Forbes

The new Forbes Medi-Tech Inc. was incorporated on Jan. 10, 2008,
pursuant to the British Columbia Business Corporations Act as
0813361 B.C. Ltd.  On Feb. 27, 2008, New Forbes changed its name
to Forbes Medi-Tech Inc. and acquired all outstanding shares,
options and warrants of the previous Forbes Medi-Tech Inc. for
shares of the Company.   Old Forbes is therefore now a wholly
owned subsidiary of New Forbes, and changed its name on Feb. 27,
2008, to Forbes Medi-Tech Operations Inc.  This transaction was
completed by way of "Plan of Arrangement" under the Canada
Business Corporations Act, which governs Old Forbes.

                        Plan of Arrangement

On Feb. 14, 2008, at a special general meeting of Old Forbes, the
securityholders, being the shareholders, optionholders and
warrantholders of Old Forbes, approved three resolutions in
respect of its corporate reorganization.

The resolutions passed at the Meeting included a 'Reduction in
Stated Capital', a 'Name Change' and the 'Plan of Arrangement'.  
The Supreme Court of British Columbia approved on Feb. 15, 2008,
the Arrangement.  

The Arrangement was designed to allow New Forbes to accommodate
and capitalize on certain financing opportunities that may arise
in the future, such as the proposed Non-Dilutive Financing, and to
achieve NASDAQ's Minimum Bid Price Requirement.

On Feb. 27, 2008, the closing of the Arrangement, the shareholders
of Old Forbes exchanged eight of their existing common shares for
one common share of New Forbes; holders of options and warrants of
Old Forbes became entitled to receive, on exercise of the options
or warrants, one common share of New Forbes for each eight common
shares of Old Forbes.

The exercise price for each common share of New Forbes became
eight times the exercise price for one existing common share of
New Forbes.   As a result of the exchange of shares, Old Forbes
became a wholly owned subsidiary of New Forbes; shareholders,
optionholders and warrantholders became shareholders,
optionholders and warrantholders of New Forbes; Old Forbes changed
its name from "Forbes Medi-Tech Inc." to "Forbes Medi-Tech
Operations Inc." and New Forbes changed its name from "0813361
B.C. Ltd." to "Forbes Medi-Tech Inc.".

The shares of New Forbes began to trade on the TSX and NASDAQ in
substitution for the shares of Old Forbes on March 3, 2008.

The Arrangement affects all shareholders, optionholders and
warrantholders uniformly and does not affect any securityholders'
existing percentage ownership interests or proportionate voting
power in the company or the existing percentage of the number of
common shares of New Forbes that can be acquired upon the exercise
of an option or a warrant.

After giving effect to the reorganization, there are approximately
4,801,512 issued and outstanding common shares of New Forbes,
warrants to purchase 259,083 common shares of New Forbes at a
price of $16.48 per share and options to purchase a total of
363,296 common shares of New Forbes at prices between $4.24 and
$8.00 per share.

                        Private Investment

On March 20, 2008, the company entered into an agreement with a
private investor to reorganize Forbes Medi-Tech Operations Inc., a
wholly owned subsidiary of New Forbes.  The private investor is to
make an investment of $3,000,000 in a convertible debenture of
FMTO.  All of the assets, liabilities and operations of FMTO,
including the proceeds from the issue of the convertible
debenture, will then be transferred to New Forbes, which will
continue to carry on the business previously carried on by FMTO.  
The debenture is convertible into 35% of the voting common shares
and all of the non-voting common shares of FMTO, representing 79%
of the issued and outstanding common shares of FMTO at the time of
completion of the transaction.  The transaction is expected to
close on or before April 30, 2008.  Completion of the transaction
is subject to the satisfaction of certain conditions.  
Additionally, subject to certain conditions, the private investor
has agreed that Forbes will receive a minimum of $800,000 within
one year of completion of the transaction.

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

                     About Forbes Medi-Tech

Based in Vancouver, British Columbia, Forbes Medi-Tech Inc.
(NASDAQCM: FMTI) -- http://www.forbesmedi.com/-- is a life  
sciences company dedicated to the research, development and
commercialization of innovative products for the prevention and
treatment of life-threatening diseases.


GREEKTOWN HOLDINGS: Moody's Junks Ratings on Covenant Violations
----------------------------------------------------------------
Moody's Investors Service lowered Greektown Holdings LLC's ratings
to reflect heightened concerns regarding the company's ability to
obtain the funds necessary to complete its permanent casino
expansion and cure existing and potential financial covenant
violations related to its loan agreement and its development
agreement with the Michigan Gaming Control Board.  The downgrade
also acknowledges Greektown's current competitive disadvantage in
the Detroit, Michigan gaming market.

Ratings affected include:

  -- Corporate Family Rating, to Caa1 from B2;

  -- Probability of default rating, to Caa1 from B2;

  -- $125 million revolver due 2010, to B1 (LGD-2, 20%) from Ba3
     (LGD-3, 32%);

  -- $190 million term loan due 2012, to B1 (LGD-2, 20%) from Ba3
     (LGD-3, 32%); and

  -- $185 million 10.75% senior notes due 2013, to Caa2 (LGD-5,
     75%) from Caa1 (LGD-5 86%).

All ratings remain under review for possible further downgrade.

The downgrade considers that Greektown was not in compliance with
loan agreement covenants at Dec. 31 2007, and although it received
a limited waiver of certain covenants through the June 30, 2008
measurement date, the company currently projects it will violate
its existing covenants subsequent to the June 30, 2008 measurement
date.  Additionally, Greektown was not in compliance with
covenants included in its development agreement with the MGCB.  If
these covenants are not cured or waived by April 30, 2008, the
MGCB could require the company to sell its casino.

Moody's review process will focus on Greektown's ability to raise
the funds necessary to cure its existing and potential covenant
violations, complete its casino expansion project, and improve its
overall liquidity profile.  Indications that the company will not
be able to accomplish these near-term objectives could result in a
multiple-notch downgrade.  The review will also consider
Greektown's near-term operating performance and market share
trend.  The recent opening of MGM MIRAGE's (Ba2/stable) MGM Grand
Detroit casino, which in addition to growing the overall Detroit
gaming market, has taken market share away from both the Greektown
Casino and CCM Merger Inc.'s (B2/stable) MotorCity Casino.  CCM
Merger opened the 400-room hotel portion of its $300 million
casino expansion in November 2007.

Greektown Holdings, LLC, through its primary operating subsidiary
Greektown Casino, LLC, operates the Greektown Casino in Detroit,
Michigan.  The company does not publicly disclose financial data.


GSAMP MORTGAGE: Fitch Cuts Ratings on Certs. Totaling $284.9 Mil.
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on two GSAMP mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Affirmations total $410.8 million and downgrades total
$284.9 million.  Additionally, $55 million was placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions:

GSAMP Trust 2005-HE3

  -- $86.7 million class M-1 affirmed at 'AA+',
     (BL: 80.72, LCR: 2.91);

  -- $75.1 million class M-2 affirmed at 'A',
     (BL: 53.58, LCR: 1.93);

  -- $20.7 million class M-3 downgraded to 'BBB' from 'A-'
     (BL: 46.72, LCR: 1.68);

  -- $19.4 million class M-4 downgraded to 'BB' from 'A-'
     (BL: 39.68, LCR: 1.43);

  -- $18.8 million class B-1 downgraded to 'B' from 'BBB+'
     (BL: 32.93, LCR: 1.19);

  -- $16.2 million class B-2 downgraded to 'B' from 'BBB-'
     (BL: 27.15, LCR: 0.98);

  -- $14.9 million class B-3 downgraded to 'CCC' from 'BB'
     (BL: 22.63, LCR: 0.82);

Deal Summary

  -- Originators: 96.4% Countrywide;
  -- 60+ day Delinquency: 36.62%;
  -- Realized Losses to date (% of Original Balance): 1.50%;
  -- Expected Remaining Losses (% of Current balance): 27.74%;
  -- Cumulative Expected Losses (% of Original Balance): 7.63%;

GSAMP Trust 2005-HE4

  -- $55.3 million class A-1 affirmed at 'AAA',
     (BL: 79.81, LCR: 2.79);

  -- $42.2 million class A-2B affirmed at 'AAA',
     (BL: 94.30, LCR: 3.3);

  -- $93.5 million class A-2C affirmed at 'AAA',
     (BL: 76.90, LCR: 2.69);

  -- $57.9 million class M-1 affirmed at 'AA+',
     (BL: 66.26, LCR: 2.32);

  -- $55.0 million class M-2 rated 'AA+', placed on Rating Watch
     Negative (BL: 55.24, LCR: 1.93);

  -- $37.4 million class M-3 downgraded to 'A' from 'AA'
     (BL: 48.86, LCR: 1.71);

  -- $26.4 million class M-4 downgraded to 'BBB' from 'AA-'
     (BL: 44.04, LCR: 1.54);

  -- $26.4 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 39.13, LCR: 1.37);

  -- $23.4 million class M-6 downgraded to 'B' from 'A'
     (BL: 34.70, LCR: 1.21);

  -- $24.9 million class B-1 downgraded to 'B' from 'A-'
     (BL: 29.89, LCR: 1.05);

  -- $18.3 million class B-2 downgraded to 'CCC' from 'BBB+'
     (BL: 26.38, LCR: 0.92);

  -- $19.8 million class B-3 downgraded to 'CCC' from 'BBB-'
     (BL: 22.58, LCR: 0.79);

  -- $18.3 million class B-4 downgraded to 'CC/DR5' from 'BB'
     (BL: 19.63, LCR: 0.69);

Deal Summary

  -- Originators: 100% Chase;
  -- 60+ day Delinquency: 33.76%;
  -- Realized Losses to date (% of Original Balance): 2.49%;
  -- Expected Remaining Losses (% of Current balance): 28.59%;
  -- Cumulative Expected Losses (% of Original Balance): 13.04%;

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


GTM HOLDINGS: Tight Covenant Cues S&P's Negative Watch on B Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on GTM
Holdings Inc., including its 'B' corporate credit rating, on
CreditWatch with negative implications.  The Hickory, North
Carolina-based sock manufacturer had about $380 million in rated
debt at Dec. 31, 2007.
     
"The CreditWatch placement reflects our concerns regarding the
company's tight financial covenants under its $50 million secured
credit facility," said Standard & Poor's credit analyst Susan
Ding.  "Based on our analysis, we expect that covenant cushions
will be tight for the first half of fiscal 2008."
     
Because of the company's relatively small revenue and EBITDA base,
any significant operating volatility could potentially cause
operating shortfalls and thus trip covenants.
     
"While we expected that credit metrics would be weak, with
leverage about 6x and EBITDA interest coverage of about 2x, the
challenging retail environment and weak economic outlook have
added pressure to the operating results," said Ms. Ding.
     
Standard & Poor's will conduct a full review of the company's
operating and financial strategies in order to resolve the
CreditWatch.


GUNDLE/SLT ENVIRONMENTAL: Moody's Maintains 'B2' Debt Ratings
-------------------------------------------------------------
Moody's Investors Service affirmed its debt ratings of Gundle/SLT
Environmental, Inc. -- corporate family and probability of
default, each of B2, senior unsecured of B3, speculative grade
liquidity rating of SGL-3.  The outlook is negative.

The change in outlook to negative reflects Gundle's continuing
weak cash flow profile and Moody's view that softer global
economic conditions and or a smaller than expected liquidation of
working capital in 2008 could hinder Gundle's efforts to improve
free cash flow within the next 12 months.  Gundle has reported
weak cash flow from operations in each of 2006 and 2007 because of
working capital investment that has consumed the relatively modest
level of funds from operations the company generates.  Moody's
believes that ongoing negative cash flow from operations could
limit Gundle's financial flexibility and cause it to become more
reliant on the revolver.

The B2 corporate family rating reflects Moody's belief that
Gundle's leading market position, geographic diversification and
modest customer concentration should support funds from operations
at levels that cover debt service obligations, albeit with a lower
cushion than that typical of B2-rated, cross-industry issuers.   
Gundle modestly increased revenue and earnings in 2007, which
allowed it to maintain certain key credit metrics at levels
indicative of the B2 rating category.  This occurred while faced
with lower pricing and volume from its largest customer.  However,
Gundle's relatively low operating margins result in a modest level
of funds from operations, which limits financial flexibility to
absorb investments in working capital and plant and equipment.   
This constrains the ratings as does the potential of increasing
pressure on margins in 2008.  Liquidity is adequate, primarily
because the existing asset-based revolving credit should meet peak
working capital needs, though with only a modest cushion.

The ratings could be downgraded if cash flow from operations does
not turn positive in 2008 or if EBIT to Interest approached 1.0
time or Debt to EBITDA approached 5.0 times.  Increasing reliance
on the revolver such that Gundle is not able to comply with the
revolver's 1.0 time fixed charge coverage covenant could also
result in a downgrade.  The outlook could be changed to stable if
Gundle increases positive cash flow from operations from either
lower working capital or an improved operating margin.  The
ability to sustain Funds from Operations + Interest to Interest
above 2.5 times could also result in an outlook change to stable.

Issuer: Gundle/SLT Environmental Inc.

Outlook Action

  -- Outlook, Changed To Negative From Stable

Loss Given Default Assessments

  -- Senior Unsecured Regular Bond/Debenture, Changed to 66 - LGD4
     from 65 - LGD4

Gundle/SLT Environmental, Inc., based in Houston, Texas, is a
leading manufacturer of geosynthetic lining products used in
environmental protection and for the confinement of solids,
liquids and gases in the waste management, liquid containment and
mining industries.  Gundle also offers installation services and
markets its products through internal and third-party distribution
channels.


HANOVER CAPITAL: Grant Thornton Raises Substantial Doubt
--------------------------------------------------------
Grant Thornton LLP in New York raised substantial doubt about
Hanover Capital Mortgage Holdings, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.

"The company has lost $80 million for the year ended Dec. 31,
2007, which included $76 million in impairment losses on mortgage-
backed securities and the company has terminated certain loan
facilities because of covenant violations and, as a result, these
facilities are no longer available to the company," the auditing
firm said.

Due to unprecedented turmoil in the mortgage and capital markets
during 2007 and into 2008, the company incurred a significant loss
of liquidity over a short period of time.  The company's current
operations are not cash flow positive.  

In addition, upon the termination of its primary financing
facility on Aug. 9, 2008, the company will have the option to
repay the outstanding principal of approximately $85 million
through cash or in-kind securities or surrender the portfolio to
the lender without recourse. While the company has sufficient cash
to continue operations up to and beyond Aug. 9, 2008, it does not
have sufficient funds to repay the outstanding principal of this
financing.

For the year ended Dec. 31, 2007, the company posted a $79,988,000
net loss on $24,823,000 of total interest income as compared with
a $2,926,000 net loss on $24,278,000 of total interest income for
the same period in 2006.

At Dec. 31, 2007, the company's balance sheet showed $135,188,000
in total assets and $160,837,000 in total liabilities, resulting
in a $25,649,000 stockholders' deficit.

The company had $57,583,000 in total stockholders' equity at Dec.
31, 2006.

                        Subsequent Events

In January 2008, the company notified the trustee of HST-II of its
intention to defer the payment of interest on the junior
subordinated notes for the quarter ended Jan. 31, 2008.  The
company may defer the payment of interest for three additional
quarters with all deferred interest payments being due on
Jan. 31, 2009.

In March 2008, the company notified the trustee of HST-I of it
intention to defer the payment of interest on the junior
subordinated notes for the quarter ended March 31, 2008.  The
company may defer the payment of interest for two additional
quarters with all deferred interest payments being due on
Dec. 31, 2008.

In March 2008, the company and the lending institution which had
previously entered into a $200 million financing facility with the
company, without the declaration of any defaults under the
facility, entered into a Termination Agreement.  Pursuant to the
terms of the Termination Agreement, the parties mutually agreed to
voluntarily terminate the facility at no further costs to the
company other than certain minor document preparation costs.  
There are no borrowings under the facility at termination.

The company has a committed line of credit with an outside lending
institution for up to $20 million.  This facility was structured
primarily for financing Subordinate MBS.  As a condition of the
facility, the company is required to maintain certain financial
covenants.  As of Dec. 31, 2007, the company is in violation of
certain of these covenants.  In March 2008, without declaring an
event of default, the company verbally agreed with the lender to
repay the total outstanding principal on the line of approximately
$480,000 on the next roll date of April 10, 2008.

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

Based in Edison, N.J., Hanover Capital Mortgage Holdings, Inc.
(AMEX: HCM) -- http://www.hanovercapitalholdings.com/-- is a  
specialty finance company whose principal business is to generate
net interest income on its portfolio of prime mortgage loans and
mortgage securities backed by prime mortgage loans on a leveraged
basis.  The company avoids investments in sub-prime or Alt-A loans
or securities collateralized by sub-prime or Alt-A loans.  The
company conducts its operations as a real estate investment trust,
or REIT, for federal income tax purposes.  The company has one
primary subsidiary, Hanover Capital Partners 2, Ltd.


HAWAIIAN TELCOM: System Problems Cues Moody's Rating Cut to 'B3'
----------------------------------------------------------------
Moody's Investors Service has downgraded the Corporate Family
Rating of Hawaiian Telcom Communications Inc., to B3 from B2, and
changed the outlook for the company to negative from stable.  In
addition, Moody's downgraded the company's probability of default
rating to PDR-Caa1 from PDR-B2.

The rating actions reflect the fact that the serious systems
problems that developed in 2006 unexpectedly extended into a good
part of 2007.  Consequently, operating and financial performance
fell well short of expectations and, in Moody's opinion, may have
caused significant long-term damage to the company's competitive
position.  In 2007, HI-Tel residential access lines declined
11.0%, total lines fell 7.0% and high-speed-data lines grew just
1.3%.  Overall revenues fell by almost 4.0%. In addition, the
Hawaiian Public Utilities Commission continues its investigation
into the company's service quality and performance levels.  
Despite recent signs of systems stabilization and improving
functionality and the efforts of a new management team to refocus
the business and reduce costs, Moody's believes that the company's
credit profile over the next 18 to 24 months will be more
consistent with a B3 rating.

The negative outlook reflects the challenges that the new
management team will have in restoring HI-Tel's operating
performance to levels that are consistent with industry averages
in light of declining revenues, access line losses, and remaining
issues related to fixing the information systems.  In Moody's
view, absent a substantial turnaround in performance or equity
infusion the company faces a greater risk of some form of a
distressed debt exchange in the intermediate term.  Moody's also
notes that HI-Tel currently has limited resources to withstand
additional earnings and cash flow weakness.

Moody's has taken these ratings actions:

  -- Corporate Family Rating: Downgraded to B3, Outlook Negative

  -- Probability-of-Default Rating: Downgraded to Caa1, from B2

  -- SGL Rating -- Affirmed SGL-3

  -- $90 mm Senior Secured Revolving Credit Facility due 2012:
     Affirmed Ba3 (LGD2 -- 11%), LGD changed from LGD2 -- 23%

  -- $860 mm Senior Secured Tranche C Term Loan due 2014: Affirmed
     Ba3 (LGD2 -- 11%), LGD changed from LGD2 -- 23%

  -- $150 mm Floating Rate Senior Notes due 2013: Downgraded to
     Caa2 (LGD4 -56%), from B3 (LGD5 - 75%)

  -- $200 mm 9.75% Senior Notes due 2013: Downgraded to Caa2
     (LGD4 -56%), from B3 (LGD5 - 75%)

  -- $150 mm 12.5% Senior Subordinated Notes due 2015: Downgraded
     to Caa3 (LGD5 -81%), from Caa1 (LGD6 -- 93%)

The PDR downgrade reflects a heightened probability of default
based on the risk that if the company does not make sufficient
progress in improving its performance over the next eighteen to
twenty-four months, its cash needs could exceed its balance sheet
cash and its permitted debt capacity as governed by its credit
agreements.

Hawaiian Telcom Communications, Inc. is an incumbent
telecommunications service provider servicing approximately 560K
access lines.  The Company previously operated as a division of
Verizon Communications, Inc. and was acquired by The Carlyle Group
on May 2, 2005, in a $1.6 billion leveraged buy-out.  The
company's headquarters are in Honolulu, Hawaii.


HEXION SPECIALTY: Extends Merger Pact Termination Date to July 4
----------------------------------------------------------------
On April 5, 2008, Hexion Specialty Chemicals Inc. exercised an
option under its merger agreement with Huntsman Corporation dated
as of July 12, 2007, extending the merger agreement termination
date by 90 days, to 5:00 p.m. Houston time on July 4, 2008.

As reported in the Troubled Company Reporter on April 3, 2008,
Hexion disclosed that both it and Huntsman agreed to allow
additional time for the Federal Trade Commission to review the
proposed merger of the two companies.  As a result, the merger is
not expected to be completed before May 3.  

Hexion disclosed on July 12, 2007, that it had entered into a
definitive agreement to acquire Huntsman Corporation in an all-
cash transaction valued at approximately $10.6 billion, including
the assumption of debt.  

Under the terms of the Merger Agreement, the cash price per share
to be paid by Hexion will increase each day beginning on April 5,
2008, through consummation of the merger at the equivalent of
approximately 8% per annum, less any dividends or distributions
declared or made.  

                    About Huntsman Corporation

Based in Salt Lake City, Utah, Huntsman Corporation (NYSE: HUN) --
http://www.huntsman.com/-- manufactures and markets  
differentiated chemicals.  Its operating companies manufacture
products for a variety of global industries, including chemicals,
plastics, automotive, aviation, textiles, footwear, paints and
coatings, construction, technology, agriculture, health care,
detergent, personal care, furniture, appliances and packaging.

At Dec. 31, 2007, Huntsman Corp's consolidated balance sheet
showed $8.166 billion in total assets, $6.312 billion in total  
liabilities, $26.5 million in minority interests in common stock
of consolidated subsidiaries, and $1.827 billion in total
stockholders' equity.

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting  
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2008,
Hexion Specialty Chemicals Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed total assets of $4.006 billion and total
liabilities of $5.392 billion, resulting in a $1.386 billion total
shareholder's deficit.


HOME EQUITY: S&P Chips Rating on FGIC Insured Class A-II to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-II home equity loan-backed term notes from Home Equity Loan
Trust 2005-HS1.  Concurrently, S&P lowered its ratings on five
classes of home equity loan pass-through certificates from RFMSII
Series 2006-HSA1 Trust and removed them from CreditWatch with
negative implications.  Financial Guaranty Insurance Co.
guarantees all of the classes affected by these actions.
     
Standard & Poor's lowered its financial enhancement rating on FGIC
to 'BB' from 'A/Watch Neg' on March 28, 2008.  The revised ratings
on the classes referenced below reflect the higher of the current
rating on FGIC ('BB') and the rating on the respective underlying
transaction based on the inherent credit support, which was
re-evaluated.
     
Standard & Poor's will continue to monitor its ratings on all
classes linked to FGIC and take appropriate rating actions as
necessary.

                          Rating Lowered

                 Home Equity Loan Trust 2005-HS1
                Home equity loan-backed term notes

                                        Rating
                                        ------
              Class    CUSIP         To          From
              -----    -----         --          ----
              A-II     76110VRZ3     BB          BBB-

        Ratings Lowered and Removed From CreditWatch Negative

                   RFMSII Series 2006-HSA1 Trust
           Home equity loan pass-through certificates

                                        Rating
                                        ------
              Class    CUSIP         To          From
              -----    -----         --          ----
              A-1      76110VTC2     BB          BBB-/Watch Neg
              A-2      76110VTD0     BB          BBB-/Watch Neg
              A-3      76110VTE8     BB          BBB-/Watch Neg
              A-4      76110VTF5     BB          BBB-/Watch Neg
              A-5      76110VTG3     BB          BBB-/Watch Neg


HUDSON MEZZANINE 2006-1: Moody's Downgrades Ratings on Six Classes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Hudson Mezzanine Funding 2006-1, Ltd.:

Class Description: $1,200,000,000 Senior Swap with Goldman Sachs
International

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

Class Description: $110,000,000 Class A-f Floating Rate Notes due
2042

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

Class Description: $120,000,000 Class A-b Floating Rate Notes due
2042

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

Class Description: $230,000,000 Class B Floating Rate Notes due
2042

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

Class Description: $170,000,000 Class C Deferrable Floating Rate
Notes due 2042

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these note:

Class Description: $84,000,000 Class D Deferrable Floating Rate
Notes due 2042

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

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


HUDSON MEZZANINE 2006-2: Moody's Junks Ratings on Two Note Classes
------------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Hudson Mezzanine Funding 2006-2, Ltd.

Class Description: $240,000,000 Class A-1 Floating Rate Notes due
2042

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

Class Description: $46,000,000 Class A-2 Floating Rate Notes due
2042

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

Class Description: $56,000,000 Class B Floating Rate Notes due
2042

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

Class Description: $20,000,000 Class C Deferrable Floating Rate
Notes due 2042

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

Additionally, Moody's downgraded these notes:

Class Description: $18,000,000 Class D Deferrable Floating Rate
Notes due 2042

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

Class Description: $4,000,000 Class E Deferrable Floating Rate
Notes due 2042

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

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


HUMAN TOUCH: Weak Operating Performance Prompts S&P's Rating Cuts
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Long
Beach, California-based robotic massage chair designer, marketer,
and distributor Human Touch LLC and its wholly owned subsidiary
Interactive Health Finance Corp., including lowering the corporate
credit rating to 'CCC' from 'CCC+'.  The outlook is negative.
     
"The downgrade reflects the company's continued weak operating
performance (primarily because of declining sales in the retail
channel), weak liquidity, and very highly leveraged capital
structure," said Standard & Poor's credit analyst Bea Chiem.
     
During the fiscal year ended Dec. 31, 2007, net sales and EBITDA
declined by 15.6% and 10.8%, respectively from 2006.  Net sales
declined across most of the company's distribution channels,
including U.S. retail, furniture, and back care, except the
international channel, which slightly increased.  Lower sales to
Human Touch's top customer, the Sharper Image (that recently filed
for Chapter 11 bankruptcy protection) contributed significantly to
the weakened performance.
     
In addition, for the quarter ended Dec. 31, 2007, the company
violated its revolving credit facility's financial covenants, and
in March 2008 the company amended these covenants and extended the
maturity on its $30 million revolver from Dec. 31, 2008, to
March 31, 2009.  In February 2008 the company invested in about
$15 million in seven-day auction rate securities that are
currently illiquid due to a failed auction.  Under the amended
revolving credit facility, Human Touch will be permitted to
request advances in an amount up to the total par value of its ARS
outstanding if it is unable to liquidate any of its auction rate
securities.
     
"We believe the company's position in the ARS limits its financial
flexibility, and we are concerned about its ability to maintain
adequate cushion on its interest coverage covenant over the near
term, given its weak operating performance and the potential
increase in leverage if it needs to borrow against its ARS
position," said Ms. Chiem.  "We also believe that the company will
be challenged to refinance this facility prior to March 31, 2009,
because of its weak performance and the current difficult credit
market environment."


INDEPENDENCE CDO: Weak Credit Quality Cues Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Independence CDO II, Ltd.:

Class Description: $291,500,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2036

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Moody's also placed on review for possible downgrade the ratings
on these notes:

Class Description: $78,000,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2036

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

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


INDEPENDENCE I: Moody's Junks Rating on $50 Mil. Notes From 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Independence I CDO, Ltd.

Class Description: $223,500,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2030

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

Class Description: $50,000,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2035

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

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


INGLES INC: Moody's Raises Ratings to 'Ba3' on Improved Metrics
---------------------------------------------------------------
Moody's Investors Service upgraded Ingles Inc.'s corporate family
rating to Ba3 from B1.  The outlook remains stable.  The upgrade
was prompted by improvements in key credit metrics, robust
comparable store sales, and Moody's expectation that operating
performance will continue to improve given the progress of
remodeling the company's current store base.

These ratings were upgraded:

  -- Corporate family rating to Ba3 from B1

  -- Probability of default rating to Ba3 from B1

  -- $350 million 8.875% senior subordinated notes due in 2011 to
     B2 (LGD 5, 81%) from B3 (LGD 5, 80%)

Moody's does not rate any of the company's secured or unsecured
bank debt.

Ingles Ba3 corporate family rating reflects the company's solid
regional franchise.  The company's operating performance has
improved significantly over the last four years due to its in-
store investments.  The company's store remodels include additions
of fuel centers and pharmacies, and expansions of deli, meat,
produce and prepared foods sections.  The company has improved its
profitability and cash flow generation which has resulted in
strong credit metrics -  notably debt to EBITDA - 3.5 times for
last twelve months ending Dec. 29, 2007, and reported EBITA
margin, 4.5% for the same period.  Ingles' ratings are constrained
by the company's modest scale, geographic concentration, and the
highly competitive supermarket segment.  The rating is also
constrained by Moody's concerns about corporate governance, as
regards to the limited independence of the board of directors from
the controlling family.

Ingles Markets, Incorporated, headquartered in Asheville, North
Carolina, operates 196 supermarkets principally in Georgia, North
Carolina, South Carolina, and Tennessee.  Revenue for the last
twelve months ended Dec. 29, 2007 exceeded $2.9 billion.


JEFFERSON COUNTY: Moody's Cuts Ratings on Revenue Bonds to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service downgraded the rating on $800,000 of
outstanding Jefferson County Assisted Housing Corporation, First
Mortgage Refunding Housing Revenue Bonds (Spring Gardens Project)
Series 1999 to Ba2 from Baa1.  The outlook has been revised to
negative from stable.  The downgrade is based on a significant
decline in debt service coverage, resulting from an increase in
property expenses and a lack of rental rate increases.

Spring Gardens is a 100-unit housing property located in Jefferson
County, Alabama.  The property contains 98 one-bedroom apartments
and 2 two-bedroom apartments, and is intended for low-income
elderly and disabled tenants.  In October 2005, a fire destroyed
the property's community center.  Insurance proceeds from the fire
are being held by the Jefferson County Assisted Housing
Corporation, and property management reports construction on a new
community center is scheduled to begin within the year.   The
insurance proceeds are not pledged to Series 1999 bondholders.

                            Strengths

* Fully funded debt service reserve fund as of Feb. 29, 2008

* 95% occupancy rate as of February 20, 2008

* Relatively short time until bond maturity in Dec. 1, 2011

* Rental rates are below Fair Market Rent, making future increases
  in rental rates possible. Property management expects rent
  increases from HUD in the near future.  However, rent rates at
  the property have not increased since before FY2004 and rental
  revenue has been stagnant since then.

                           Challenges

* Debt service coverage levels are deteriorating.  Audited
  financial statements show debt service coverage levels have
  declined from 1.19x (FY2004) to 1.00x (FY2006) to .82 (FY2007).

* Increased property expenses.  Property expenses have increased
  over the past four fiscal years, and the surplus fund has been
  used to cover the expenses.  The rise in property expenses has
  eroded the property's debt service coverage levels as rental
  revenue has remained around FY2004 levels.

* HAP contract expires before bond maturity.  Preserving the
  balance in the debt service reserve fund takes on additional
  importance when the HAP contract expires before maturity and the
  debt service coverage is below 1.00x.  Though the HAP contract
  is expected to be renewed by HUD, the current HAP contract
  expires five months before bond maturity.  The expiration of the
  current contract could reduce rental revenue if not renewed in a
  timely manner.

                              Outlook

The outlook on the bonds has been revised to negative due to the
steady decline in debt service coverage and the potential for
draws on the debt service reserve fund.  In the event of a draw on
the debt service reserve fund, the bonds would likely experience
another multi-notch downgrade.

                        Key Statistics

  -- Current Occupancy: 95%

  -- Bond Maturity: Dec. 1, 2011

  -- HAP Expiration: June 30, 2011

  -- Debt Service Coverage (FY2007): 0.82x

  -- Average Rent as % of FMR: 68%


JMAR TECHNOLOGIES: Singer Lewak Raises Substantial Doubt
--------------------------------------------------------
Singer Lewak Greenbaum & Goldstein LLP in Irvine, Calif., raised
substantial doubt about JMAR Technologies, Inc.'s ability to
continue as a going concern after auditing its consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.  
The auditing firm pointed to the company's recurring losses from
operations and negative working capital.

At Dec. 31, 2007, the company's balance sheet showed $7,982,300 in
total assets, $9,418,675 in total liabilities, and $5,974,644 in
redeemable convertible preferred stock, resulting in a $7,411,019
stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $1,188,584 in total current assets available to pay
$7,573,371 in total current liabilities.

The company had $93,140,796 and $89,813,283 of accumulated deficit
at Dec. 31, 2007, and Dec. 31, 2006, respectively.

                        Subsequent Events

Sale of Vermont Operations

In January 2008, JMAR completed the asset sale of the Vermont
Operations, including reimbursement of certain building lease
payments and operating costs, to Applied Research Associates,
Inc., for total proceeds of $218,607.

The sale included rights to the Vermont Operations' proposal to
the Naval Air Systems Command or NAVAIR; the x-ray stepper and
optical microscope hardware; and the intellectual property,
including four patents, related to x-ray lithography.

BioSentry System

In February 2008, JMAR entered into a product engineering,
development and manufacturing agreement with D-K Engineering, Inc.
to manufacture the BioSentry System for JMAR.

Authorized Number of Shares

In a special meeting held on Feb. 20, 2008, the company's
shareholders approved an amendment to the Amended Articles of
Incorporation to increase the authorized shares of the company's
common stock from 80,000,000 to 380,000,000 shares.  In addition,
the board of directors authorized the increase of the 2006 Equity
Incentive Plan to 20,000,000 shares.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2a1a

                     About JMAR Technologies

Based in San Diego, JMAR Technologies, Inc. (OTCBB: JMAR) --
http://www.jmar.com/-- specializes in the development and early  
commercialization of laser-based detection technologies for nano-
scale imaging, chemical and biological analysis, and fabrication.  
JMAR's current product lines consist of  the  BioSentry(R) system,
a continuous, on-line, real-time monitoring system for detecting
and classifying harmful microorganisms in water, and the
BriteLight(TM) laser, a stand-alone laser product as well as the
light source for x-ray microscopy.


JOANNE'S BED: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: JoAnne's Bed & Back Stores Inc.
        11714 Baltimore Avenue
        Beltsville, MD 20705

Bankruptcy Case No.: 08-14606

Chapter 11 Petition Date: April 2, 2008

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Michael J. Lichtenstein, Esq.
                  Shulman Rogers Gandal Pordy & Ecker PA
                  11921 Rockville Pike, Suite 300
                  Rockville, MD 20852-2743
                  Tel: 301-230-5231
                  Fax: 301-230-2891
                  mlichtenstein@srgpe.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
   ------                        ---------------   ------------
Tempur-pedic                     trade debt        $275,236
P.O. Box 632852
Cincinnati, OH 45263-2852

Darius Gaskins                   debenture holders $159,117
136 Country Road
Ipswich, MA 01938

James Turner                     debenture holders $149,995
1236 Girard Street, NW
Washington, DC 20009

Mark M. Levin                    debenture holders $149,641

Leggett & Platt                  trade debt        $130,454

Arent Fox PLLC                   legal fees        $130,199

King Koil Mid Atlantic           trade debt        $109,556

Phillip M. Sierralta             debenture holders $100,000

Sealy Corporation                trade debt        $94,741

The Washington Post              trade debt        $83,903

Golden Technologies              trade debt        $63,089

Daniel and Rebecca Okrent        debenture holders $57,065

Classic Sleep Products           trade debt        $56,130

Judith and Philip Davis          debenture holders $52,043

Bruce Stram                      debenture holders $50,890

Beltsville Commercial Ctr        lease             $41,526

Kim Davis                        debenture holders $31,915

David B. and Betsy H.            debenture holders $31,702
Summer

Thomas & Laura Aust              debenture holders $31,661

Sandra Sauls                     debenture holders $30,000


JOURNAL REGISTER: Fin'l Advisor Hiring Cues S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Yardley,
Pennsylvania-based Journal Register Co., including the 'B-'
corporate credit rating, on CreditWatch with negative
implications.
     
The CreditWatch listing reflects the company's announcement that
it has hired a financial advisor to help evaluate its strategic
options, which S&P believes signals a growing concern regarding
the company's financial prospects.  While Journal Register did not
specify potential outcomes, S&P believes that a sale of part or
all of the company's assets may be among the strategic
alternatives.  S&P estimates that any potential purchase price
would need to exceed 7x the cash flow generated by the asset (or
assets) in order for the company to reduce leverage.  As of
Dec. 31, 2007, the company had $625 million outstanding on its
bank facility.
     
The company repaid $105 million of debt in 2007 and does not have
to make additional principal payments until the second quarter of
2009. Given the current pace of declines in advertising revenue at
Journal Register, however, S&P is concerned that debt to EBITDA
(adjusted for operating leases and debt-like unfunded pension and
other post-employment benefit obligations), which was more than 7x
at December 2007 (S&P's calculation was about 1x greater than the
bank's leverage calculation for the covenant), will continue to
rise in 2008.  The covenant, which could be violated by the fourth
quarter unless current declining trends subside meaningfully,
tightens to 6.65x on July 1, 2008, 6.50x on Oct. 1, 2008, and
6.30x on Jan. 1, 2009.
      
"We may resolve the CreditWatch listing prior to the completion of
the strategic evaluation if the time horizon for completion
appears to lengthen meaningfully," noted Standard & Poor's credit
analyst Liz Fairbanks.  "The rating could be lowered prior to the
review's completion if 2008 EBITDA declines begin to trend higher
than our current expectation of 10%."


JP MORGAN: Fitch Takes Various Rating Actions on Certificates
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on 5 J.P. Morgan
Mortgage Acquisition Corp. mortgage pass-through certificates.   
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are removed.  Affirmations total
$1.4 billion and downgrades total $636.5 million.  Additionally,
$53 million was placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions:

J.P. Morgan Mortgage Acquisition Corp. 2005-WMC1

  -- $62.6 million class A-1 affirmed at 'AAA'
     (BL: 76.75, LCR: 2.54);

  -- $93.3 million class A-3 affirmed at 'AAA'
     (BL: 79.63, LCR: 2.63);

  -- $59 million class A-4 affirmed at 'AAA'
     (BL: 71.64, LCR: 2.37);

  -- $55.7 million class M1 affirmed at 'AA+'
     (BL: 61.39, LCR: 2.03);

  -- $50 million class M2 downgraded to 'A' from 'AA'
     (BL: 51.55, LCR: 1.7);

  -- $29.7 million class M3 downgraded to 'BBB' from 'AA-'
     (BL: 46.34, LCR: 1.53);

  -- $26.8 million class M4 downgraded to 'BB' from 'A+'
     (BL: 41.35, LCR: 1.37);

  -- $25.3 million class M5 downgraded to 'B' from 'A'
     (BL: 36.62, LCR: 1.21);

  -- $23.2 million class M6 downgraded to 'B' from 'A-'
     (BL: 32.22, LCR: 1.06);

  -- $21 million class M7 downgraded to 'CCC' from 'BBB+'
     (BL: 28.13, LCR: 0.93);

  -- $18.1 million class M8 downgraded to 'CCC' from 'BBB-'
     (BL: 24.63, LCR: 0.81);

  -- $18.1 million class M9 downgraded to 'CC/DR5' from 'BB'
     (BL: 21.05, LCR: 0.7);

  -- $13.8 million class M10 downgraded to 'CC/DR6' from 'B'
     (BL: 18.38, LCR: 0.61);

  -- $13.8 million class M11 downgraded to 'CC/DR6' from 'B'
     (BL: 16.31, LCR: 0.54).

Deal Summary

  -- Originators: WMC
  -- 60+ day Delinquency: 37.84%
  -- Realized Losses to date (% of Original Balance): 3.03%
  -- Expected Remaining Losses (% of Current balance): 30.27%
  -- Cumulative Expected Losses (% of Original Balance): 14.35%

J.P. Morgan Mortgage Acquisition Corp. 2005-FRE1

  -- $77.6 million class AI affirmed at 'AAA'
     (BL: 62.72, LCR: 2.19);

  -- $30 million class AII-F-2 affirmed at 'AAA'
     (BL: 74.30, LCR: 2.59);

  -- $20.2 million class AII-F-3 affirmed at 'AAA'
     (BL: 60.42, LCR: 2.11);

  -- $22 million class AII-F-4 affirmed at 'AAA'
     (BL: 60.57, LCR: 2.11);

  -- $64.3 million class AII-V-2 affirmed at 'AAA'
     (BL: 63.44, LCR: 2.21);

  -- $13.9 million class AII-V-3 affirmed at 'AAA'
     (BL: 60.42, LCR: 2.11);

  -- $32.2 million class M-1, rated 'AA+', placed on Rating Watch
     Negative (BL: 52.31, LCR: 1.82);

  -- $31.2 million class M-2 downgraded to 'A' from 'AA'
     (BL: 45.91, LCR: 1.6);

  -- $22.1 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 40.99, LCR: 1.43);

  -- $17.3 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 37.03, LCR: 1.29);

  -- $16.8 million class M-5 downgraded to 'B' from 'A'
     (BL: 33.16, LCR: 1.16);

  -- $14.9 million class M-6 downgraded to 'B' from 'A-'
     (BL: 29.64, LCR: 1.03);

  -- $15.4 million class M-7 downgraded to 'CCC' from 'BBB-'
     (BL: 25.84, LCR: 0.9);

  -- $11.5 million class M-8 downgraded to 'CCC' from 'BB+'
     (BL: 22.92, LCR: 0.8);

  -- $12 million class M-9 downgraded to 'CC/DR5' from 'BB'
     (BL: 20.07, LCR: 0.7);

  -- $15.9 million class M-10 downgraded to 'CC/DR5' from 'B+'
     (BL: 16.83, LCR: 0.59);

  -- $12 million class M-11 downgraded to 'CC/DR6' from 'CCC'
     (BL: 14.54, LCR: 0.51).

Deal Summary

  -- Originators: Fremont Investment and Loan
  -- 60+ day Delinquency: 35.17%
  -- Realized Losses to date (% of Original Balance): 2.97%
  -- Expected Remaining Losses (% of Current balance): 28.69%
  -- Cumulative Expected Losses (% of Original Balance): 16.20%

J.P. Morgan Mortgage Acquisition Corp. 2005-FLD1

  -- $86.9 million class A-2 affirmed at 'AAA'
     (BL: 83.92, LCR: 3.31);

  -- $6.7 million class A-3 affirmed at 'AAA'
     (BL: 82.87, LCR: 3.27);

  -- $41.5 million class M-1 affirmed at 'AA+'
     (BL: 70.73, LCR: 2.79);

  -- $38.3 million class M-2 affirmed at 'AA'
     (BL: 59.45, LCR: 2.34);

  -- $22.9 million class M-3 affirmed at 'AA-'
     (BL: 51.62, LCR: 2.03);

  -- $20.7 million class M-4, rated 'A+', placed on Rating Watch
     Negative (BL: 46.13, LCR: 1.82);

  -- $18.1 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 40.89, LCR: 1.61);

  -- $18.1 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 35.47, LCR: 1.4);

  -- $15.4 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 30.73, LCR: 1.21);

  -- $15.4 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 26.03, LCR: 1.03);

  -- $12.8 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 22.14, LCR: 0.87);

  -- $11.7 million class M-10 downgraded to 'CC/DR5' from 'BB+'
     (BL: 19.15, LCR: 0.75).

Deal Summary

  -- Originators: Fieldstone
  -- 60+ day Delinquency: 34.24%
  -- Realized Losses to date (% of Original Balance): 1.99%
  -- Expected Remaining Losses (% of Current balance): 25.37%
  -- Cumulative Expected Losses (% of Original Balance): 10.11%

J.P. Morgan Mortgage Acquisition Corp. 2005-OPT1

  -- $66 million class A-1 affirmed at 'AAA'
     (BL: 85.54, LCR: 3.78);

  -- $39.7 million class A-4 affirmed at 'AAA'
     (BL: 88.04, LCR: 3.89);

  -- $60.4 million class M1 affirmed at 'AA+'
     (BL: 72.21, LCR: 3.19);

  -- $46.8 million class M2 affirmed at 'AA'
     (BL: 61.55, LCR: 2.72);

  -- $29.4 million class M3 affirmed at 'AA-'
     (BL: 52.50, LCR: 2.32);

  -- $27.2 million class M4 affirmed at 'A+'
     (BL: 47.47, LCR: 2.1);

  -- $24.9 million class M5 affirmed at 'A'
     (BL: 42.19, LCR: 1.86);

  -- $23.4 million class M6 affirmed at 'BBB+'
     (BL: 36.91, LCR: 1.63);

  -- $21.1 million class M7 affirmed at 'BBB-'
     (BL: 31.83, LCR: 1.41);

  -- $18.9 million class M8 downgraded to 'B' from 'BB'
     (BL: 27.37, LCR: 1.21);

  -- $15.1 million class M9 affirmed at 'B',
     (BL: 23.88, LCR: 1.06);

  -- $15.1 million class M10 downgraded to 'CCC' from 'B'
     (BL: 21.03, LCR: 0.93).

Deal Summary

  -- Originators: Option One
  -- 60+ day Delinquency: 31.55%
  -- Realized Losses to date (% of Original Balance): 1.18%
  -- Expected Remaining Losses (% of Current balance): 22.63%
  -- Cumulative Expected Losses (% of Original Balance): 7.72%

J.P. Morgan Mortgage Acquisition Corp. 2005-OPT2

  -- $95.9 million class A-1A affirmed at 'AAA'
     (BL: 61.70, LCR: 3.11);

  -- $10.7 million class A-1B affirmed at 'AAA'
     (BL: 58.06, LCR: 2.93);

  -- $133.3 million class A-3 affirmed at 'AAA'
     (BL: 57.24, LCR: 2.89);

  -- $30.8 million class A-4 affirmed at 'AAA'
     (BL: 54.45, LCR: 2.75);

  -- $34.4 million class M1 affirmed at 'AA+'
     (BL: 47.29, LCR: 2.39);

  -- $31.5 million class M2 affirmed at 'AA'
     (BL: 41.01, LCR: 2.07);

  -- $19.8 million class M3 affirmed at 'AA-'
     (BL: 36.99, LCR: 1.87);

  -- $16.5 million class M4 downgraded to 'BBB' from 'A+'      
     (BL: 33.63, LCR: 1.7);

  -- $15.5 million class M5 downgraded to 'BBB' from 'A'
     (BL: 30.45, LCR: 1.54);

  -- $14 million class M6 downgraded to 'BB' from 'A-'
     (BL: 27.46, LCR: 1.39);

  -- $13.6 million class M7 downgraded to 'B' from 'BBB+'
     (BL: 24.42, LCR: 1.23);

  -- $11.6 million class M8 downgraded to 'B' from 'BBB'
     (BL: 21.86, LCR: 1.1);

  -- $10.6 million class M9 downgraded to 'B' from 'BBB-'
     (BL: 19.63, LCR: 0.99);

  -- $10.6 million class M10 downgraded to 'CCC' from 'BB+'
     (BL: 16.16, LCR: 0.82);

  -- $9.7 million class M11 downgraded to 'CCC' from 'BB'
     (BL: 14.99, LCR: 0.76).

Deal Summary

  -- Originators: Option One
  -- 60+ day Delinquency: 22.88%
  -- Realized Losses to date (% of Original Balance): 1.11%
  -- Expected Remaining Losses (% of Current balance): 19.81%
  -- Cumulative Expected Losses (% of Original Balance): 11.33%

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


KC TRANSPORT: Case Summary & 35 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: KC Transport LLC
        13436 US Highway 84 West
        Newton, AL 36352

Bankruptcy Case No.: 08-10472

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Two Kings Inc.                           08-10473

Chapter 11 Petition Date: April 1, 2008

Court: Middle District of Alabama (Dothan)

Judge: William R. Sawyer

Debtor's Counsel: Cameron-RRL A. Metcalf
                  Espy, Metcalf & Poston PC
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: 334-793-6288
                  cam@emppc.com

KC Transport LLC's financial condition:

Estimated Assets: $500,001 to $1 million

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

A. KC Transport LLC's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
PFS of the South                 insurance         $369,906
P.O. Box 730129                  financing
Dallas, TX 753-0129              

GE Capital                       automobile;       $119,638
1590 Adamson Pkwy,               value of
Suite 360                        security:
Morrow, GA 30260                 $107,500

Navistar Financial Corporation   automobile;       $118,165
425 North Martingale Road        value of
Schaumburg, IL 60173             security:        
                                 $107,500

Internal Revenue Service         941 taxes         $17,509

IFC Credit Corporation           36 GPS Units;     $34,132
                                 value of
                                 security:
                                 $17,100

Internal Revenue Service         penalty           $8,344

GMAC                             automobile;       $8,028
                                 value of
                                 security:
                                 $7,500

American International           on account        $4,354

NEC Financial Services Inc.      lease;            $4,967   
                                 value of
                                 security:
                                 $2,000

Transportation Safety Services   DOT consultant    $2,500

National Semi-trailer Corp.      on account        $2,500

Alabama Department of Revenue    IFTA              $2,181

Days Inn Dothan                  on account        $2,012

Houston County Revenue           advalorem tax     $1,318
Commisioner's Office                  

Globalwave - 3Sixty Fleet        on account        $1,000
Management

Regions Interstate Billing       on account        $607
Service Inc.

B. Two Kings Inc.'s list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Commercial Credit Group Inc.     automobile;       $320,311
212 South Tryon Street           value of
Suite 1400, Charlotte, NC 28281  security:
                                 $303,500

G.E. Transportation Finance      freightliners;    $50,000
P.O. Box 822108                  value of
Philadelphia, PA 19182-2108      security:
                                 $43,000

Eva Sasser                       real estate;      $48,000
49 Doe Run Drive                 value of
Newton, AL 36352                 security:
                                 $73,500;
                                 value of senior
                                 lien: $25,874

Covington Heavy Duty Parts Inc.  on account        $20,912

Marlin Business Lending          loan              $16,000

TCI Tire Center                  on account        $7,155

Western Star of Dothan           on account        $4,083

Ameriquest National Tire Account on account        $3,942

US Treasury Internal Revenue     interest only     $3,942
Service

Ollie Harrell Tire Service       on account        $3,561

Davis Oil Company                on account        $2,810

Arnold Radiator                  on account        $2,700

Starla Moss Matthews, Revenue    advalorem taxes   $1,777
Commisioner

Carroll Tire Company             on account        $1,756

McGriff Tire Company Inc.        on account        $1,475

Premium Financing                insurance         $886
SP of the South                  financing

Turner & Hamrick LLC             on account        $756

Zee Medical Inc.                 on account        $230

Waste Management of              on account        $218
Dothan Hauling


KINETIC CONCEPTS: Moody's Keeps Ba2 Rating on $1.7BB LifeCell Deal
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating
of Kinetic Concepts, Inc. and changed the ratings outlook to
stable from positive.  

The rating actions follow KCI's announcement that it has signed a
definitive agreement to acquire LifeCell Corporation in a cash
transaction valued at $1.7 billion net of acquired cash.  Moody's
also affirmed the Ba2 rating on KCI's existing senior secured
credit facility.  

Moody's anticipates it will withdraw this rating upon the close of
the transaction as it is Moody's understanding that the company
has secured fully underwritten debt financing that will be used to
acquire LifeCell and repay KCI's existing debt.  Moody's expects
the acquisition to close in the first half of 2008, contingent
upon the tender of at least a majority of LifeCell's shares,
completion and funding of KCI's financing arrangements, and
satisfaction of regulatory and other customary closing conditions.

The Ba2 Corporate Family Rating is supported by the combined
company's leading competitive positions in its core markets, KCI's
moderate financial policies and history of debt repayment.  In
addition, Moody's believes the acquisition of LifeCell should give
KCI a strong foothold in the biosurgery market, which could
potentially be leveraged to increase sales of negative pressure
wound therapy products in the operating rooms of hospitals.

The ratings are constrained by the integration and execution risk
associated with a transaction of this size and risks associated
with the launch and adoption of LifeCell's new product, Strattice.   
In addition, there have been recent competitive launches of NPWT
products into the market, of which the ultimate impact on KCI is
uncertain.  In addition, despite the improvement in revenue
concentration following the acquisition, revenues from NPWT
products are expected to continue to be at least 70% of KCI's
total revenues over the rating horizon.

Moody's affirmed these ratings:

  -- Corporate Family Rating, Ba2

  -- Senior Secured Revolving Credit Facility, Ba2, LGD3, 34%

  -- Probability of Default Rating, Ba3

The ratings outlook is stable.

Kinetic Concepts, Inc., headquartered in San Antonio, Texas, is a
global medical technology company with leadership positions in
advanced wound care and therapeutic support systems.  The
company's advanced would care systems incorporate proprietary
Vacuum Assisted Closure, or V.A.C. Therapy technology.  LifeCell
is a leading provider of innovative biological products for soft
tissue repair.  Moody's estimates that the combined company would
have reported pro forma revenues of approximately $1.8 billion for
the twelve months ended Dec. 31, 2007.


KINETIC CONCEPTS: S&P Holds 'BB' Rating on $1.7 Bil. LifeCell Deal
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating, on San Antonio, Texas-based
Kinetic Concepts Inc.  The outlook is stable.
     
This follows KCI's announcement that it will acquire tissue repair
products company LifeCell Corp. for $1.7 billion in cash.  S&P had
already factored a debt-financed acquisition of this size into
S&P's ratings on KCI.  Therefore, the ratings are unaffected.   
Details surrounding the proposed financing of the transaction
remain largely undisclosed; S&P will assign debt ratings to the
proposed financing when more information becomes publicly
available.  S&P likely will withdraw its ratings on the company's
existing $500 million revolving credit facility due 2012 at the
close of the transaction.
     
"The rating on KCI reflects the company's still significant
dependence on its vacuum assisted closure device for hard-to-heal
wounds, which subjects it to competitive technological
developments and potential third-party pricing pressure on its VAC
device," said Standard & Poor's credit analyst Jesse Juliano.
     
These concerns are offset partially by the strong sales momentum
and cash flow related to the VAC device, the product
diversification from LifeCell and future acquisitions, and the
company's willingness to maintain an appropriate financial profile
while executing its acquisition strategy.


LANDRY'S RESTAURANTS: S&P Holds Negative Watch on Lower Offering
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on the
Houston, Texas-based Landry's Restaurants Inc., including the 'B'
corporate credit rating, remain on CreditWatch, where they were
placed with negative implications on Jan. 28, 2008.  This action
follows the company's CEO, Tilman Fertitta, lowering his offer to
purchase outstanding common stock to $21.00 per share from $23.50.   
This would lower the total proceeds necessary to acquire the
outstanding equity to roughly $340 million from approximately
$380 million.
     
In a letter to the special committee of the board of directors,
Mr. Fertitta indicated that the lower offer is a result of
weakened credit markets that have made it "far more costly to
obtain the debt financing required to consummate the proposed
transaction."  The offer includes Mr. Fertitta's 39% equity
ownership and additional cash equity.  In S&P's opinion, Landry's
will still likely look to raise additional and higher cost debt to
help finance the purchase which--if accepted--would weaken the
company's credit metrics.
     
"Even if the offer is not accepted or consummated, we expect
Landry's to refinance its current capital structure given its
short-term effective duration, as holders of the company's
unsecured notes have the ability to accelerate redemption of
principle as of March 1, 2009," said Standard & Poor's credit
analyst Charles Pinson-Rose.  As a result of the refinancing, the
company's cash flow protection measures will likely weaken because
of increased interest costs.
     
Last year, the company's unrestricted subsidiary, Golden Nugget
Inc., which operates two gaming facilities, refinanced its capital
structure, allowing the company to fund significant future capital
expenditures at Golden Nugget.  Standard & Poor's does not expect
the buyout offer to affect the capital structure at Golden Nugget.  
"However," said Mr. Pinson-Rose, "while the subsidiary's capital
structure is nonrecourse to Landry's, our ratings incorporate
financial support to and from Landry's given its relationship as
the parent company and the fact that Golden Nugget has not been
established as a bankruptcy-remote entity."  Therefore, even if
the capital structure at Golden Nugget is unaffected by the
potential transaction, increased financial risk at Landry's could
also have a negative effect on the ratings at its subsidiary.


LEINER HEALTH: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Leiner Health Services Corp. delivered to the United States
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------               ------------    -----------
   A. Real Property                         0
   B. Personal Property          $133,412,547
   C. Property Claimed
      as Exempt
   D. Creditors Holding                          $280,572,865
      Secured Claims
   E. Creditors Holding                                     0
      Unsecured Priority
      Claims
   F. Creditors Holding                           197,388,660
      Unsecured Nonpriority
      Claims
                                 ------------     -----------
      TOTAL                      $133,412,547    $477,961,526

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

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Paul M. Basta, Esq., at
Kirkland & Ellis LLP, and Jason M. Madron, Esq. and Mark D.
Collins, Esq., at Richards Layton & Finger P.A., represent the
Debtors in their restructuring efforts.


LEINER HEALTH: S&P Withdraws 'D' Ratings and '3' Recovery Rating
----------------------------------------------------------------
On April 8, 2008, Standard & Poor's Ratings Services withdrew its
'D' ratings on Leiner Health Products Inc. and its '3' recovery
rating on the senior secured credit facilities.  Subsequent to the
company's Chapter 11 filing, S&P determined that it would not have
access to sufficient information to continue surveillance on the
company's recovery ratings.

                          Ratings List

                                         To           From
                                         --           ----
           Leiner Health Products Inc.

            Corporate Credit Rating      NR           D  

            Senior Secured
             Local Currency              NR           D  
              Recovery Rating            NR           3

             Subordinated Notes          NR           D


LONG BEACH: Fitch Takes Various Rating Actions on Mortgage Certs.
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Long Beach
Mortgage Company mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $1.7 billion and
downgrades total $2.1 billion.  Additionally, $742.9 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions:

Long Beach 2005-WL1 TOTAL GROUPS 1 & 2

  -- $69.9 million class I-A1 affirmed at 'AAA',
     (BL: 96.53, LCR: 3.02);

  -- $147.5 million class I/II-M1 affirmed at 'AA+',
     (BL: 78.18, LCR: 2.44);

  -- $139.2 million class I/II-M2 affirmed at 'AA',
     (BL: 59.35, LCR: 1.86);

  -- $40.4 million class I/II-M3 rated 'AA-', placed on Rating
     Watch Negative (BL: 53.20, LCR: 1.66);

  -- $65.4 million class I/II-M4 downgraded to 'BB' from 'A+'
     (BL: 44.64, LCR: 1.4);

  -- $43.1 million class I/II-M5 downgraded to 'B' from 'A'
     (BL: 38.72, LCR: 1.21);

  -- $37.6 million class I/II-M6 downgraded to 'B' from 'BBB'
     (BL: 33.45, LCR: 1.05);

  -- $41.8 million class I/II-M7 downgraded to 'CCC' from 'BB'      
     (BL: 27.42, LCR: 0.86);

  -- $33.4 million class I/II-M8 downgraded to 'CC/DR5' from
     'CCC/DR2' (BL: 22.60, LCR: 0.71);

  -- $27.8 million class I/II-M9 downgraded to 'CC/DR5' from
     'CCC/DR2' (BL: 18.42, LCR: 0.58);

  -- $19.5 million class I/II-M10 downgraded to 'C/DR6' from  
     'CCC/DR1' (BL: 15.45, LCR: 0.48);

  -- $27.8 million class I/II-B1 downgraded to 'C/DR6' from
     'CC/DR3' (BL: 11.42, LCR: 0.36);

  -- $36.5 million class I/II-B2 revised to 'C/DR6' from 'C/DR5'
     (BL: 7.13, LCR: 0.22);

Deal Summary

  -- Originators: Long Beach Mortgage Company (100%)
  -- 60+ day Delinquency: 41.32%
  -- Realized Losses to date (% of Original Balance): 3.20%
  -- Expected Remaining Losses (% of Current balance): 31.98%
  -- Cumulative Expected Losses (% of Original Balance): 11.90%

Long Beach 2005-WL1 GROUP 3

  -- $19.0 million class III-A3 affirmed at 'AAA',
     (BL: 76.44, LCR: 2.38);

  -- $11.8 million class III-M1 downgraded to 'BBB' from 'AA+'
     (BL: 54.29, LCR: 1.69);

  -- $3.6 million class III-M2 downgraded to 'BBB' from 'AA'
     (BL: 48.16, LCR: 1.5);

  -- $6.1 million class III-M3 downgraded to 'B' from 'A+'
     (BL: 36.97, LCR: 1.15);

  -- $2.8 million class III-M4 downgraded to 'B' from 'A'
     (BL: 31.73, LCR: 0.99);

  -- $2.2 million class III-M5 downgraded to 'CCC' from 'A-'
     (BL: 27.31, LCR: 0.85);

  -- $1.9 million class III-M6 downgraded to 'CC/DR5' from 'BBB+'
     (BL: 23.60, LCR: 0.74);

  -- $1.9 million class III-M7 downgraded to 'CC/DR5' from 'BBB-',
     (BL: 19.72, LCR: 0.61);

  -- $1.9 million class III-M8 downgraded to 'C/DR5' from 'BB',
     (BL: 15.80, LCR: 0.49);

  -- $1.4 million class III-M9 downgraded to 'C/DR6' from 'BB-'
     (BL: 13.01, LCR: 0.41);

  -- $1.9 million class III-B1 remains a 'C/DR6',
     (BL: 9.52, LCR: 0.3);

  -- $1.5 million class III-B2 remains a 'C/DR6'
     (BL: 8.13, LCR: 0.25);

Deal Summary

  -- Originators: Long Beach Mortgage Company (100%)
  -- 60+ day Delinquency: 41.83%
  -- Realized Losses to date (% of Original Balance): 2.24%
  -- Expected Remaining Losses (% of Current balance): 32.08%
  -- Cumulative Expected Losses (% of Original Balance): 11.93%

Long Beach 2005-WL2

  -- $55.2 million class I-A1 affirmed at 'AAA',
     (BL: 79.14, LCR: 2.59);

  -- $13.8 million class I-A2 affirmed at 'AAA',
     (BL: 73.39, LCR: 2.4);

  -- $93.5 million class II-A1 affirmed at 'AAA',
     (BL: 80.42, LCR: 2.63);

  -- $23.4 million class II-A2 affirmed at 'AAA',
     (BL: 73.43, LCR: 2.4);

  -- $52.4 million class III-A1 affirmed at 'AAA',
     (BL: 77.38, LCR: 2.53);

  -- $7.7 million class III-A1A affirmed at 'AAA',
     (BL: 73.89, LCR: 2.42);

  -- $90.1 million class III-A3 affirmed at 'AAA',
     (BL: 83.07, LCR: 2.72);

  -- $28.2 million class III-A4 affirmed at 'AAA',
     (BL: 75.17, LCR: 2.46);

  -- $144.7 million class M-1 rated 'AA+', placed on Rating Watch
     Negative (BL: 56.63, LCR: 1.85);

  -- $84.0 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 48.70, LCR: 1.59);

  -- $55.1 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 43.07, LCR: 1.41);

  -- $41.3 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 38.68, LCR: 1.27);

  -- $41.3 million class M-5 downgraded to 'B' from 'A'
     (BL: 34.22, LCR: 1.12);

  -- $37.2 million class M-6 downgraded to 'B' from 'A-'
     (BL: 30.12, LCR: 0.99);

  -- $34.4 million class M-7 downgraded to 'CCC' from 'BBB'
     (BL: 26.19, LCR: 0.86);

  -- $28.9 million class M-8 downgraded to 'CCC' from 'BB+'
     (BL: 22.86, LCR: 0.75);

  -- $27.6 million class M-9 downgraded to 'CC/DR5' from 'BB-'
     (BL: 19.59, LCR: 0.64);

  -- $22.0 million class M-10 downgraded to 'CC/DR5' from 'B'
     (BL: 16.93, LCR: 0.55);

  -- $27.6 million class B-1 revised to 'C/DR6' from 'C/DR5'
     (BL: 13.79, LCR: 0.45);

  -- $28.9 million class B-2 revised to 'C/DR6' from 'C/DR5'
     (BL: 10.68, LCR: 0.35);

Deal Summary

  -- Originators: Long Beach Mortgage Company 100%
  -- 60+ day Delinquency: 37.10%
  -- Realized Losses to date (% of Original Balance): 1.92%
  -- Expected Remaining Losses (% of Current balance): 30.56%
  -- Cumulative Expected Losses (% of Original Balance): 12.59%

Long Beach 2005-WL3

  -- $173.0 million class 1A2 affirmed at 'AAA',
     (BL: 80.56, LCR: 2.28);

  -- $53.1 million class 1A3 affirmed at 'AAA',
     (BL: 71.92, LCR: 2.03);

  -- $55.1 million class 1A4 affirmed at 'AAA',
     (BL: 100, LCR: 2.83);

  -- $93.3 million class 2A2A affirmed at 'AAA',
     (BL: 83.19, LCR: 2.35);

  -- $52.2 million class 2A2B rated 'AAA', placed on Rating Watch
     Negative (BL: 69.83, LCR: 1.98);

  -- $48.4 million class 2A3 rated 'AAA', placed on Rating Watch
     Negative (BL: 64.45, LCR: 1.82);

  -- $108.5 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 52.33, LCR: 1.48);

  -- $106.3 million class M2 downgraded to 'B' from 'AA'
     (BL: 41.72, LCR: 1.18);

  -- $35.1 million class M3 downgraded to 'B' from 'AA-'
     (BL: 38.15, LCR: 1.08);

  -- $52.6 million class M4 downgraded to 'CCC' from 'A'
     (BL: 32.74, LCR: 0.93);

  -- $34.0 million class M5 downgraded to 'CCC' from 'A-'
     (BL: 29.23, LCR: 0.83);

  -- $26.3 million class M6 downgraded to 'CCC' from 'BBB+'
     (BL: 26.44, LCR: 0.75);

  -- $34.0 million class M7 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 22.69, LCR: 0.64);

  -- $25.2 million class M8 downgraded to 'CC/DR6' from 'BB'
     (BL: 19.94, LCR: 0.56);

  -- $24.1 million class M9 downgraded to 'C/DR6' from 'B+'
     (BL: 17.32, LCR: 0.49);

  -- $21.9 million class B1 downgraded to 'C/DR6' from 'B'
     (BL: 15.03, LCR: 0.43);

  -- $21.9 million class B2 revised to 'C/DR6' from 'C/DR5'
     (BL: 13.22, LCR: 0.37);

Deal Summary

  -- Originators: Long Beach Mortgage Company (100%)
  -- 60+ day Delinquency: 40.73%
  -- Realized Losses to date (% of Original Balance): 2.40%
  -- Expected Remaining Losses (% of Current balance): 35.34%
  -- Cumulative Expected Losses (% of Original Balance): 18.62%

Long Beach 2005-1

  -- $29.7 million class I-A1 affirmed at 'AAA',
     (BL: 98.76, LCR: 4.14);

  -- $159.2 million class M-1 affirmed at 'AA+',
     (BL: 78.60, LCR: 3.29);

  -- $99.8 million class M-2 affirmed at 'AA',
     (BL: 62.51, LCR: 2.62);

  -- $61.2 million class M-3 affirmed at 'AA-',
     (BL: 49.73, LCR: 2.08);

  -- $61.2 million class M-4 downgraded to 'B' from 'A+'
     (BL: 26.15, LCR: 1.1);

  -- $43.8 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 23.14, LCR: 0.97);

  -- $42.0 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 20.64, LCR: 0.86);

  -- $35.0 million class M-7 downgraded to 'CCC' from 'BBB'
     (BL: 18.53, LCR: 0.78);

  -- $35.0 million class M-8 downgraded to 'CC/DR3' from 'BBB-'
     (BL: 16.43, LCR: 0.69);

  -- $35.0 million class M-9 downgraded to 'CC/DR3' from 'BB'
     (BL: 14.15, LCR: 0.59);

  -- $35.0 million class B-1 downgraded to 'C/DR3' from 'BB-'
     (BL: 12.22, LCR: 0.51);

Deal Summary

  -- Originators: Long Beach Mortgage Company (100%)
  -- 60+ day Delinquency: 30.40%
  -- Realized Losses to date (% of Original Balance): 1.87%
  -- Expected Remaining Losses (% of Current balance): 23.86%
  -- Cumulative Expected Losses (% of Original Balance): 6.50%

Long Beach 2005-2

  -- $102.3 million class M1 affirmed at 'AA+',
     (BL: 92.97, LCR: 3.47);

  -- $128.8 million class M2 affirmed at 'AA',
     (BL: 71.78, LCR: 2.68);

  -- $40.0 million class M3 affirmed at 'AA',
     (BL: 64.71, LCR: 2.42);

  -- $66.2 million class M4 rated 'A+', placed on Rating Watch
     Negative (BL: 51.80, LCR: 1.93);

  -- $43.8 million class M5 downgraded to 'BBB' from 'A'
     (BL: 44.83, LCR: 1.67);

  -- $30.0 million class M6 downgraded to 'BB' from 'A'
     (BL: 39.43, LCR: 1.47);

  -- $42.5 million class M7 downgraded to 'B' from 'BBB-'
     (BL: 31.57, LCR: 1.18);

  -- $27.5 million class M8 downgraded to 'CCC' from 'BB+'
     (BL: 26.45, LCR: 0.99);

  -- $30.0 million class M9 downgraded to 'CCC' from 'BB-'
     (BL: 20.68, LCR: 0.77);

  -- $32.5 million class B1 downgraded to 'CC/DR5' from 'B'
     (BL: 14.47, LCR: 0.54);

  -- $25.0 million class B2 downgraded to 'C/DR6' from 'CC/DR4'
     (BL: 10.52, LCR: 0.39);

Deal Summary

  -- Originators: Long Beach Mortgage Company (100%)
  -- 60+ day Delinquency: 34.77%
  -- Realized Losses to date (% of Original Balance): 2.85%
  -- Expected Remaining Losses (% of Current balance): 26.78%
  -- Cumulative Expected Losses (% of Original Balance): 9.12%

Long Beach 2005-3

  -- $201.0 million class I-A downgraded to 'AA' from 'AAA',
     placed on Rating Watch Negative (BL: 45.40, LCR: 1.26);

  -- $141.2 million class II-A2 rated 'AAA', placed on Rating
     Watch Negative (BL: 61.57, LCR: 1.71);

  -- $48.9 million class II-A3 downgraded to 'AA' from 'AAA',
     placed on Rating Watch Negative (BL: 47.12, LCR: 1.31);

  -- $41.3 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 38.53, LCR: 1.07);

  -- $39.0 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 32.03, LCR: 0.89);

  -- $26.7 million class M-3 downgraded to 'CCC' from 'AA-',
     (BL: 27.55, LCR: 0.76);

  -- $19.9 million class M-4 downgraded to 'CC/DR6' from 'A-'
     (BL: 24.20, LCR: 0.67);

  -- $18.3 million class M-5 downgraded to 'CC/DR6' from 'BBB'
     (BL: 21.09, LCR: 0.58);

  -- $15.3 million class M-6 downgraded to 'CC/DR6' from 'BBB-'
     (BL: 18.45, LCR: 0.51);

  -- $15.3 million class M-7 downgraded to 'C/DR6' from 'BB'
     (BL: 15.71, LCR: 0.44);

  -- $12.2 million class M-8 downgraded to 'C/DR6' from 'B+'
     (BL: 13.51, LCR: 0.37);

  -- $11.5 million class M-9 revised to 'C/DR6' from 'C/DR5'
     (BL: 11.36, LCR: 0.32);

Deal Summary

  -- Originators: Long Beach Mortgage Company (100%)
  -- 60+ day Delinquency: 44.91%
  -- Realized Losses to date (% of Original Balance): 1.80%
  -- Expected Remaining Losses (% of Current balance): 36.06%
  -- Cumulative Expected Losses (% of Original Balance): 16.33%

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


LONG BEACH: Moody's Slashes Rating on 238 Tranches From 22 Deals
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 238 tranches
from 22 Long Beach originated subprime RMBS transactions.  39
downgraded tranches remain on review for possible further
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, subprime
residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

Issuer: Long Beach Mortgage Loan Trust 2005-3

  -- Cl. II-A3, Downgraded to Aa1 from Aaa

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to Ba3 from Aa2

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for      
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from A1

  -- Cl. M-5, Downgraded to Caa2 from A2

  -- Cl. M-6, Downgraded to Caa3 from A3

  -- Cl. M-7, Downgraded to Caa3 from Ba1

  -- Cl. M-8, Downgraded to Ca from Ba2

  -- Cl. M-9, Downgraded to C from Ba3

  -- Cl. M-10, Downgraded to C from B3

Issuer: Long Beach Mortgage Loan Trust 2005-WL1

  -- Cl. III-M4, Downgraded to Baa2 from A3

  -- Cl. III-M5, Downgraded to B1 from Baa3

  -- Cl. III-M6, Downgraded to B3 from Ba2; Placed Under Review
     for further Possible Downgrade

  -- Cl. III-M7, Downgraded to Caa2 from B2

Issuer: Long Beach Mortgage Loan Trust 2005-WL2

  -- Cl. M-7, Downgraded to Ba2 from Ba1

  -- Cl. M-8, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

Issuer: Long Beach Mortgage Loan Trust 2005-WL3

  -- Cl. M-2, Downgraded to Aa3 from Aa2

  -- Cl. M-3, Downgraded to A2 from Aa3

  -- Cl. M-4, Downgraded to Ba1 from Baa1

  -- Cl. M-5, Downgraded to B2 from Baa3

  -- Cl. M-6, Downgraded to B2 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from B1

  -- Cl. M-8, Downgraded to Caa2 from B3

  -- Cl. M-9, Downgraded to Ca from Caa3

  -- Cl. B-1, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-1

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B3 from Aa3

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2

  -- Cl. M-6, Downgraded to Caa2 from Ba1

  -- Cl. M-7, Downgraded to Caa3 from B2

  -- Cl. M-8, Downgraded to Ca from B3

  -- Cl. M-9, Downgraded to C from Ca

  -- Cl. M-10, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-10

  -- Cl. I-A, Downgraded to A3 from Aaa

  -- Cl. II-A2, Downgraded to A3 from Aaa

  -- Cl. II-A3, Downgraded to Baa3 from Aaa

  -- Cl. II-A4, Downgraded to Baa3 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Ba1

  -- Cl. M-5, Downgraded to Caa2 from Ba3

  -- Cl. M-6, Downgraded to Caa3 from B3

  -- Cl. M-7, Downgraded to Caa3 from Caa1

  -- Cl. M-8, Downgraded to Ca from Caa1

  -- Cl. M-9, Downgraded to C from Ca

  -- Cl. M-10, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-11

  -- Cl. I-A, Downgraded to Baa3 from Aaa

  -- Cl. II-A1, Downgraded to Aa2 from Aaa

  -- Cl. II-A2, Downgraded to Baa3 from Aaa

  -- Cl. II-A3, Downgraded to Ba2 from Aaa

  -- Cl. II-A4, Downgraded to Ba2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa3

  -- Cl. M-5, Downgraded to Caa2 from Ba2

  -- Cl. M-6, Downgraded to Caa3 from B2

  -- Cl. M-7, Downgraded to Ca from Caa1

  -- Cl. M-8, Downgraded to Ca from Caa1

  -- Cl. M-9, Downgraded to C from Caa1

  -- Cl. B-1, Downgraded to C from Caa1

  -- Cl. B-2, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-2

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3

  -- Cl. M-4, Downgraded to Caa2 from Baa1

  -- Cl. M-5, Downgraded to Caa3 from Ba1

  -- Cl. M-6, Downgraded to Ca from B1

  -- Cl. M-7, Downgraded to C from B3

  -- Cl. M-8, Downgraded to C from Ca

  -- Cl. M-9, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-3

  -- Cl. I-A, Downgraded to Aa1 from Aaa

  -- Cl. II-A2, Downgraded to Aa1 from Aaa

  -- Cl. II-A3, Downgraded to A1 from Aaa

  -- Cl. II-A4, Downgraded to A1 from Aaa

  -- Cl. M-1, Downgraded to Ba2 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3

  -- Cl. M-4, Downgraded to Caa2 from Baa1

  -- Cl. M-5, Downgraded to Caa3 from Ba2

  -- Cl. M-6, Downgraded to Ca from B1

  -- Cl. M-7, Downgraded to C from Ca

  -- Cl. M-8, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-4

  -- Cl. I-A, Downgraded to A1 from Aaa

  -- Cl. II-A3, Downgraded to A2 from Aaa

  -- Cl. II-A4, Downgraded to A2 from Aaa

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3

  -- Cl. M-4, Downgraded to Caa2 from Baa1

  -- Cl. M-5, Downgraded to Caa3 from Ba1

  -- Cl. M-6, Downgraded to Caa3 from B1

  -- Cl. M-7, Downgraded to Ca from B3

  -- Cl. M-8, Downgraded to C from Ca

  -- Cl. M-9, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-5

  -- Cl. II-A4, Downgraded to Aa2 from Aaa

  -- Cl. M-1, Downgraded to Baa2 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from A3

  -- Cl. M-5, Downgraded to Caa2 from Baa3

  -- Cl. M-6, Downgraded to Caa3 from Ba2

  -- Cl. M-7, Downgraded to Ca from B2

  -- Cl. M-8, Downgraded to C from Caa2

  -- Cl. M-9, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-6

  -- Cl. I-A, Downgraded to A1 from Aaa

  -- Cl. II-A-3, Downgraded to A1 from Aaa

  -- Cl. II-A-4, Downgraded to A2 from Aaa

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa3

  -- Cl. M-5, Downgraded to Caa2 from Ba2

  -- Cl. M-6, Downgraded to Caa3 from B3

  -- Cl. M-7, Downgraded to Ca from B3

  -- Cl. M-8, Downgraded to C from Caa2

  -- Cl. M-9, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-7

  -- Cl. I-A, Downgraded to Baa3 from Aaa

  -- Cl. II-A2, Downgraded to A3 from Aaa

  -- Cl. II-A3, Downgraded to Ba3 from Aaa

  -- Cl. II-A4, Downgraded to Ba3 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3

  -- Cl. M-4, Downgraded to Caa2 from Baa3

  -- Cl. M-5, Downgraded to Caa3 from Ba2

  -- Cl. M-6, Downgraded to Caa3 from B3

  -- Cl. M-7, Downgraded to Ca from B3

  -- Cl. M-8, Downgraded to C from Caa2

  -- Cl. M-9, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-8

  -- Cl. I-A, Downgraded to Ba1 from Aaa

  -- Cl. II-A-1, Downgraded to Aa2 from Aaa

  -- Cl. II-A-2, Downgraded to Ba1 from Aaa

  -- Cl. II-A-3, Downgraded to B1 from Aaa

  -- Cl. II-A-4, Downgraded to B1 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3

  -- Cl. M-4, Downgraded to Caa2 from Baa2

  -- Cl. M-5, Downgraded to Caa3 from Ba2

  -- Cl. M-6, Downgraded to Caa3 from B2

  -- Cl. M-7, Downgraded to Ca from B3

  -- Cl. M-8, Downgraded to C from B3

  -- Cl. M-9, Downgraded to C from Caa2

  -- Cl. M-10, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-9

  -- Cl. I-A, Downgraded to Baa3 from Aaa

  -- Cl. II-A2, Downgraded to Baa3 from Aaa

  -- Cl. II-A3, Downgraded to Ba2 from Aaa

  -- Cl. II-A4, Downgraded to Ba2 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Ba1

  -- Cl. M-5, Downgraded to Caa2 from B1

  -- Cl. M-6, Downgraded to Caa3 from B3

  -- Cl. M-7, Downgraded to Ca from Caa1

  -- Cl. M-8, Downgraded to C from Ca

  -- Cl. M-9, Downgraded to C from Ca

  -- Cl. M-10, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-WL1

  -- Cl. M-3, Downgraded to A2 from Aa3

  -- Cl. M-4, Downgraded to Ba1 from A1

  -- Cl. M-5, Downgraded to B3 from A2

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa2

  -- Cl. M-8, Downgraded to Caa2 from Baa3

  -- Cl. M-9, Downgraded to Caa3 from Ba2

  -- Cl. M-10, Downgraded to Caa3 from B1

  -- Cl. M-11, Downgraded to Ca from B3

Issuer: Long Beach Mortgage Loan Trust 2006-WL2

  -- Cl. M-2, Downgraded to Baa2 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from A2

  -- Cl. M-6, Downgraded to Caa3 from A3

  -- Cl. M-7, Downgraded to Ca from Ba1

  -- Cl. M-8, Downgraded to C from Ba2

  -- Cl. M-9, Downgraded to C from B3

  -- Cl. B-1, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-WL3

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to B3 from Aa3

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa2 from A3

  -- Cl. M-6, Downgraded to Caa3 from Baa2

  -- Cl. M-7, Downgraded to Ca from Ba2

  -- Cl. M-8, Downgraded to C from B2

  -- Cl. M-9, Downgraded to C from Ca

Issuer: WaMu Asset-Backed Certificates, WaMu Series 2007-HE1 Trust

  -- Cl. I-A, Downgraded to A2 from Aaa

  -- Cl. II-A1, Downgraded to A1 from Aaa

  -- Cl. II-A2, Downgraded to A3 from Aaa

  -- Cl. II-A3, Downgraded to Baa1 from Aaa

  -- Cl. II-A4, Downgraded to Baa1 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa2 from B2

  -- Cl. M-6, Downgraded to Caa3 from B3

  -- Cl. M-7, Downgraded to Ca from Caa2

Issuer: WaMu Asset-Backed Certificates, WaMu Series 2007-HE2 Trust

  -- Cl. I-A, Downgraded to A3 from Aaa

  -- Cl. II-A1, Downgraded to A2 from Aaa

  -- Cl. II-A2, Downgraded to Baa1 from Aaa

  -- Cl. II-A3, Downgraded to Baa2 from Aaa

  -- Cl. II-A4, Downgraded to Baa2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa3

  -- Cl. M-6, Downgraded to Caa3 from Ba2

  -- Cl. M-7, Downgraded to Ca from B2

  -- Cl. M-8, Downgraded to C from Ca

Issuer: WaMu Asset-Backed Certificates, WaMu Series 2007-HE3 Trust

  -- Cl. M-1, Downgraded to A1 from Aa1

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to Ba3 from Aa3

  -- Cl. M-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from B3

  -- Cl. M-9, Downgraded to Ca from Caa2

Issuer: WaMu Asset-Backed Certificates, WaMu Series 2007-HE4 Trust

  -- Cl. I-A, Downgraded to Aa3 from Aaa

  -- Cl. II-A-1, Downgraded to Aa1 from Aaa

  -- Cl. II-A-2, Downgraded to Aa3 from Aaa

  -- Cl. II-A-3, Downgraded to A1 from Aaa

  -- Cl. II-A-4, Downgraded to A2 from Aaa

  -- Cl. M-1, Downgraded to Baa2 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa1

  -- Cl. M-7, Downgraded to Caa2 from Ba1

  -- Cl. M-8, Downgraded to Caa3 from B1

  -- Cl. M-9, Downgraded to Ca from B3

  -- Cl. B, Downgraded to C from Caa2


LUCHT'S CONRETE: Gets Initial Court Nod to Obtain DIP Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado gave
interim authority to Lucht's Concrete Pumping Inc. to use its
prepetition lender's cash collateral, and to obtain debtor-in-
possession financing.

Pursuant to various security agreements, substantially all of the
Debtor's assets, including its cash and accounts receivable, are
subject to liens, the Debtor related.

Summit Financial Resources, L.P. provided factoring services to
the Debtor prepetition and is the holder of a prepetition claim
against the estate for $408,864.  The claim is secured by a
perfected first priority interest in the Debtor's cash and
accounts receivables.

Summit agreed to provide the Debtor financing, pursuant to a line
of credit for $1.2 million.

The Summit credit facility is conditioned upon receipt by Summit
of a superpriority claim pursuant to Section 364(c)(1) of the U.S.
Bankruptcy Code, with priority over any and all administrative
expenses.  In addition, the Credit Facility is to be secured by a
security interest and lien in all of the assets of the bankruptcy
estate up to the amount of the outstanding balance of the line of
credit plus accrued interest and costs, subordinate only to the
carve out, and other prior perfected security interests which
attached to the assets before the date of bankruptcy.

Summit agreed that its claim is subject to a carve out for
professional fees and quarterly fees due to the Office of the
United States Trustee.  

Summit also agreed to the Debtor's use of cash collateral
conditioned upon receipt by Summit of a first and prior lien in
accounts receivable.  The Debtor will give protection to Summit
with regard to the reversal or modification on appeal of any order
approving the Credit Facility.

The Court authorized the credit agreement wherein the Debtor will
obtain $1.2 million from Summit.  Within the facility amount,
Summit will make available to the Debtor a one-time draw, over
advance facility not to exceed $200,000.

In return, the Court ordered the Debtor to give Summit a first
priority security interest and liens in its cash and accounts
receivables and postpetition inventory of the bankruptcy estate,
and a subordinate lien in substantially all other assets of the
Debtor.

The Court acknowledged the Debtor's use of the cash collateral for
the continuation of its business.

Based in Sheridan, Colorado, Lucht's Concrete Pumping, Inc.--
http://www.luchtsconcrete.com/and http://www.luchts.com/--  
offers concrete pumping services.  The company filed for Chapter
11 protection on March 5, 2008 (Bankr. D. Colo. Case No. 08-
12619).  David Wadsworth, Esq. and Harvey Sender, Esq. represent
the Debtor.  When they filed for protection from its creditors,
the companies listed assets and debts both between $10 million to
$50 million.


MARKWEST ENERGY: Moody's Attaches 'B2' Rating on $250 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD 5, 71%) senior
unsecured rating to MarkWest Energy Partners, L.P.'s proposed
$250 million note issue.  Moody's also affirmed MarkWest's B1
Corporate Family Rating, B1 Probability of Default Rating, B2
senior unsecured note ratings (changed to LGD 5, 71%, from LGD 4,
65%), and speculative grade liquidity SGL-3 rating.  The rating
outlook is stable.

MarkWest plans to issue $250 million senior unsecured notes
following its issuance of five million common units for net
proceeds of approximately $150 million.  The company has obtained
a waiver under its credit agreement to apply the first
$150 million of the net note proceeds to fund a portion of its
2008 capital spending program.  The remainder will be used to pay
down its $225 million secured term loan incurred to partially fund
its acquisition of MarkWest Hydrocarbon, which closed in February
of this year.  Proceeds from the equity offering will be used to
reduce revolver drawings ($83 million outstanding as of March 31,
2008) under its $350 million revolving credit facility and pre-
fund its capital spending program.  Pro forma for the notes and
equity offering, MarkWest's funded debt will consist of
$750 million in senior unsecured notes and $131 million
outstanding under its secured term loan.  The notes are guaranteed
by all of MarkWest's existing subsidiaries on a senior unsecured
basis.

The ratings affirmation reflects the successful consummation of
its merger with MarkWest Hydrocarbon, which owns the general
partner of MarkWest, and management's commitment to issuing equity
to help fund its expanding capital spending program.  The current
equity offering, in combination with the company's $90 million
equity issuance in the fourth quarter of 2008, represents more
than half of its 2008 capital program.  The affirmation also
reflects MarkWest's continued strong fundamental operating
performance, including increasing volumes in its Woodford Shale
gas gathering system in Oklahoma, and Moody's expectation that
cash flow will continue to grow.

The ratings remain restrained by MarkWest's aggressive growth
capital spending program and high financial leverage levels.  The
company's 2008 capital spending levels are expected to be
$375 million, as compared to $312 million in 2007 and $77 million
in 2006, with the bulk of the spending associated with its
Woodford Shale development.  Pro forma for the proposed note and
equity issuance, as well as the MarkWest Hydrocarbon acquisition,
Moody's estimates MarkWest's debt EBITDA (as adjusted to include
operating leases) for the last twelve months ending Dec. 31, 2007
at approximately 4.4x, considerably higher than the company's
target of 3.5x.  Higher capital spending without a commensurate
increase in operating cash flow or an inability to raise
sufficient equity that leads to persistent leverage over 4.5x
could result in a negative rating action.

While a positive rating action is unlikely over the near-term, in
the medium term, MarkWest's ratings could be positively impacted
by a combination of continued growth and increased diversification
of its asset base, while minimizing its commodity price exposure,
successful execution of its Woodford Shale development, including
raising sufficient equity to maintain its financial targets, and
consistently keeping debt EBITDA below 4x.

MarkWest Energy Partners, L.P., headquartered in Denver, Colorado,
is a midstream natural gas limited partnership.


MARKWEST ENERGY: Weak Risk Profile Spurs S&P to Keep 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on midstream energy company MarkWest Energy Partners
L.P.  The outlook is stable.
     
MWE is a master limited partnership engaged in the gathering,
processing, and transmission of natural gas; transport,
fractionation, and storage of natural gas liquids; and gathering
and transport of crude oil in the Southwest, Northeast, and Gulf
Coast.
     
The rating on MWE reflects a weak business risk profile due to the
company's commodity price sensitivity, small asset base,
historically acquisitive growth strategy, and large capital-
spending plan.  Somewhat mitigating these risks are increasing
geographic diversity and the stability garnered from the company's
hedging program.
     
The rating on MWE also reflects the company's high proportion of
percentage-of-proceeds contracts, which exposes it to commodity
price risk.  MWE's asset base is small and it has been rapidly
acquisitive since its formation.  The company also has a sizable
organic capital-expenditure plan, particularly in the Woodford
shale, for 2008.  In addition, S&P expects the merger with general
partner owner MarkWest Hydrocarbon Inc. to add keep-whole
exposure, and increase leverage over the next two years.
     
The outlook on MWE is stable.  Capital-spending needs are expected
to remain high and the merger is expected to increase commodity
price sensitivity.
      
"Continued ratings stability will rely on prudent financing for
expansions and the ongoing management of commodity price exposure
through a comprehensive hedging policy," said Standard & Poor's
credit analyst Plana Lee.  "Conversely, a negative outlook
revision or downward rating action could result from heavily debt-
financed expansions, disappointing margins, or the greater
commodity price sensitivity of the MarkWest Hydrocarbon business,"
she continued.


MEDIA GENERAL: Management Failing Shareholders, Harbinger Asserts
-----------------------------------------------------------------
Harbinger Capital Partners -- Media General Inc.'s second largest
shareholder with an 18.2% stake in the company -- said in a
presentation at a shareholders' meeting that management should act
quickly to address the company's declining share price.

Harbinger said it invested in Media General because it believed
the company was undervalued and an attractive investment.

The stock has declined 59% since Harbinger first invested 10
months ago, according to the presentation.

                    Structured for Failure

Harbinger stated it believes it is the time to elect independent
Class A directors to address the company's performance and rebuild
value for all shareholders.

According to Harbinger, Media General:

   -- has been falling behind its peers for years;

   -- has a flawed strategy and poor execution; and

   -- has made and continues to make major mistakes.

The investor added that it believes the unchallenged domination of
Media General's board by the Class B directors has allowed these
things to occur.  It believes the board's failures are
attributable to both a lack of relevant experience and an apparent
lack of accountability to the company's owners, the public
shareholders.

Fixing Media General and re-focusing it on rebuilding shareholder
value is possible and doesn't require a silver bullet -- requires
only an independent and credible voice for owners in the  
boardroom.  Harbinger disclosed that it nominated three
outstanding individuals who will work with the other directors and
help re-focus the board and management on the company's core
mission of maximizing value for all shareholder.

Harbinger claimed that Media General's board is structured for
failure.  It said that to date, 100% of the board has been elected
either by holders of a 2% economic interest in the company or
nominated by directors they have chosen.  Public shareholders
representing a 98% economic interest have never elected directors
independent of Class B control.  ISS's Corporate Governance
Quotient for Media General is 23.1% as measured against the S&P
400 at April 1, 2008, Harbinger stated.  The Corporate Governance
Library noted concerns about the company's governance structure
and CEO compensation in downgrading it from B to C.  Harbinger
asserted it believes the Media General board has proven
ineffective in holding management accountable in a way
that benefits the public shareholders.

The three current Class A directors were all nominated by the
Class B-controlled nominating committee, Harbinger said.  Two
current Class A directors are lifelong academicians with no stated
business, finance or public board experience except for the Media
General board, and have never purchased MEG shares personally, it
reported.  The third has financial and board experience, but is
the longest serving non-executive director on the board (19 years)
and has no stated non-Media General media experience -- whether as
an executive, investor, board member or consultant, Harbinger
disclosed.

Harbinger stressed that the current board directors of the company
is failing the shareholders.  The presentation showed charts and
diagrams depicting the decline in the price of the company's
stock.

Harbinger also mentioned that in 2007,  Media General reported
nearly the lowest EBITDA margin within all three of its peer
groups.  The company outspent all of its peers, reporting the
highest ratio of capital expenditures to revenues, according to
Harbinger.  In addition, the company produced only a 4% free cash
flow return on broadcast assets and only an 8% free cash flow
return on publishing assets, it added.

                   2006 NBC Station Acquisition:
                  Company Substantially Overpaid

In April 2006, the company announced the acquisition of four NBC
owned and operated affiliate stations for approximately $600
million.  The stations were located in Birmingham, Alabama;
Raleigh, North Carolina; Columbus, Ohio; and Providence, Rhode
Island.  Within weeks of the announcement in April 2006, the
company's stock fell more than 10%.  Harbinger said it believes
the market concluded that the company had substantially overpaid
and had lost geographic focus by buying large stations outside
the southeast.  It said it believes the acquisition also left the
company exposed to excessive risk from network affiliate
concentration with NBC.

                  Other Flaws of Media General

Harbinger also stated that Media General has very limited use of
broadcast duopolies, has no material retrans revenues, and Florida
broadcast market is not the problem since BCF margin is
uncorrelated to it.

Harbinger also said that in May 2003 and in January 2004, Media
General in NTN Buzztime Inc., a loss-making public company that
produces interactive electronic entertainment, and placed a
representative on the NTN board.  To date, the investment has lost
71%, Harbinger said.

Media General's acquisition of BlockDot Inc. in July 2005, an
online advergaming and game development company was also
criticized by Harbinger.  In February 2008, the company acquired
DealTaker.com , an online social shopping portal and couponing
website.  According to Harbinger these acquisitions were ill-
conceived.  It added that Media General could have purchased
online game and coupon features for its websites rather than spend
shareholders' capital to buy the BlockDot and DealTaker.com
businesses.

Media General, Harbinger said, has excessive leverage and dividend
yield.

                    Harbinger Recommendations

Harbinger expressed that the problem is in Richmond, not Tampa.  
It recommended that straightforward solutions exist and can be
implemented with the benefit of independent and experienced new
perspectives at the board level.

According to Harbinger, change must start at the board.  It also
suggested to, among others,:

   -- implement substantial increase in management attention and
      higher standards given its severe underperformance relative
      to peers;

   -- pursue duopolies;

   -- pursue cable retransmission consent opportunities;

   -- reduce spending and apply more  scrutiny to cost/benefit
      and payback analysis;

   -- be opportunistic but  disciplined with future acquisitions
      and divestitures;

   -- cut costs more aggressively;

   -- be opportunistic but disciplined with future acquisitions
      and divestitures;

   -- urgently consider alternatives for Florida market
      properties;

   -- exit non-core businesses, including BlockDot and
      DealTaker.com, and sell stake in NTN Buzztime; and

   -- regain geographic focus

                       Harbinger Nominees

Harbinger indicated it believes the board should rededicate itself
to being a strong and effective voice for owners in order to
address Media General's chronic underperformance.   

Class A shareholders must elect directors who bring both
accountability and the perspectives and experience that address
the specific challenges the company faces.  Hence, Harbinger
presented three nominees for the board of directors:

   1. J. Daniel Sullivan: veteran broadcasting executive
      with 35 years of experience and an active senior
      broadcasting consultant and media investor

   2. Eugene I. Davis: chief executive officer of Pirinate
      Consulting Group, a privately held consulting firm
      specializing in turn-around management, M&A
      consulting, and strategic planning advisory services

   3. F. Jack Liebau, Jr.: president and founder of Liebau
      Asset Management Company and portfolio manager
      with over two decades of investing experience

A copy of the presentation entitled "Rebuilding Value at Media
General" filed as additional solicitation materials by Harbinger
Capital Partners Master Fund I, Ltd. and Harbinger Capital
Partners Special Situations Fund, L.P. can be obtained for free
at: http://ResearchArchives.com/t/s?2a23

                      About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications  
company with interests in newspapers, television stations and
interactive media in the United States. The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations. The Company
also operates more than 75 online enterprises. In March 2008, the
Company completed the purchase of DealTaker.com, an online social
shopping portal.


MEDIA GENERAL: CEO Reacts to Harbinger's Move to Replace Board
--------------------------------------------------------------
Media General Inc. released a prepared statement delivered by
Marshall N. Morton, the company's president and chief executive
officer, at an investor meeting hosted by Gabelli & Company in New
York City.  The meeting was arranged and moderated by Mario J.
Gabelli, chief investment officer of GAMCO Investors, Inc., to
discuss the current effort by a dissident stockholder, hedge fund
Harbinger Capital Partners, to elect its slate of three candidates
to Media General's Board of Directors.

                 More Than Just a Content Company

At the meeting, Mr. Morton's remarked: ". . . I think we have the
right strategic focus and the right tools to succeed."

"What we are is a content company -- and, more specifically -- a
local content company, Mr. Morton stressed.  "But it's really more
than that: we are audience aggregators.  The way we make money is
by connecting advertisers to local audiences.  We have research-
based relationships with consumers in each of our individual
markets.  Consumers value our information, including those
advertising messages by the way."

"Tampa (including St. Petersburg and the 10 counties around those
cities) is the 13th largest DMA in the country, and it's the
largest market in Florida.  It has a population of more than
4.2 million people and nearly 1.8 million households.  And, every
week, we reach nearly 80% of that Tampa market with our
information.  No competitor or peer even comes close to that," Mr.
Morton claimed.

"Our platforms include The Tampa Tribune; WFLA-TV (the #1 news
station in the market); our Internet portal, TBO.com; and other
daily and weekly newspapers in the same market.  It also includes
a Spanish-language newspaper and webcast, local television shows,
niche newspaper and magazine products, and information packages
sent to cell phones and podcasts."

Mr. Morton acknowledged that the company had gotten hammered over
this past year in the Tampa market because of the real-estate
induced recession that continues to deepen across Florida plus a
number of other key growth markets across the country.  But he
said that Tampa has historically been a terrific market for Media
General and hopes it will be again.

"Our smaller markets also tend to be kinder to newspapers, so it's
still not unusual to see a profit margin of 20% or more at our
smaller market newspapers.  This performance says that the demand
for local information continues to be strong, and it is saying
that we need to be flexible in our approach . . . ."

". . .  [W]e are an industry in transition.  I think Media General
has done a better job than most in recognizing that early, in
adopting a successful Web-first approach -- and in recognizing the
value of brands and of building a differentiating "sense of
community" for our Web products.  That valuable "sense of
community" is one of the key lessons we learned early-on with our
Boxerjam games, with our Blockdot acquisition and, now, with the
DealTaker acquisition . . . ."

              Morton Defends Current Board Members

"Now, I'll be interested to hear how [Joseph] Cleverdon, [vice
president of Harbinger] sees the future and what new and different
ways Harbinger proposes to "unlock value" at Media General.  We've
asked, but he hasn't told us yet.   And that's what's really at
stake here []: what is it that Harbinger brings to the table
that's so important that we should unseat three valuable,
knowledgeable and committed Directors and substitute three
Harbinger nominees that frankly, in our view, cannot hold a candle
to the current Board."

"The current Media General directors are seasoned business
executives whose well-informed perspectives are extremely useful
to our deliberations.  These three directors, whom Harbinger would
like to unseat, include a long-time and highly successful
investment banker, a renowned economist, and a nationally
recognized expert in first amendment and other media issues.  Two
of these directors have extensive media experience as print
columnists and broadcast commentators.  Several of our directors
have extensive professional experience in the capital markets.  
The composition of the board is constantly refreshing itself and
bringing new perspectives and new ideas.  Some members of the
board have served for many years while others have served only a
couple of years.  I can assure you they are an actively engaged
and questioning group."

       Morton Urges Stockholders to Reject Harbinger's Slate

"You each have on your chair our Proxy Statement and our March
19th letter to stockholders, which compare and contrast the
qualifications of the Harbinger nominees to those of our current
Class A Directors.  As you leave here [] and are deciding how to
vote, I ask that you please spend some time thinking about the
quality of the competing slates -- and about the future of this
company.  In our view, it would be extremely unfortunate if the
Media General Board was denied -- and if you, its shareholders,
were denied -- access to the perspective and vision of three of
our most dedicated and experienced and valuable Directors. . . .  
I urge you to vote "for" the Board's nominees, and not to vote for
the Harbinger slate."

                Morton Critcizes Harbinger's Claims

"We do know a few things already about Harbinger's position.  
Harbinger's proxy statement says that it thinks we've "lost
strategic, operational and geographic focus."  That's a quote --
and in making that charge, Harbinger mostly points to acquisitions
we made years ago.  And, since those acquisitions were years ago,
Harbinger simply can't square that statement with the reason it
gave for investing in Media General just this past summer.  Last
summer, Harbinger said that it thought Media General was an
"attractive investment,"" declared Mr. Morton.

"Those two statements just don't add up," he asserted.  So, is
there in fact something else going on here?  We think so.  Perhaps
Mr. Cleverdon will tell us []."

One thing Harbinger has criticized is our 2006 NBC acquisition
. . .  We've detailed the valuations -- the price we paid -- in
the shareholder letter that's on your chairs, and you can see that
there . . .

". . .  [W]e don't think we overpaid, and we're glad to have those
stations.  We think we traded up in a meaningful way for
stockholders."  Mr. Morton reported that four stations -- in
Raleigh, Birmingham, Providence and Columbus, Ohio -- arrived just
in time for the 2006 election cycle, and they -- particularly the
Providence and Columbus stations -- helped the company's Broadcast
Division generate a cash flow margin of 40.5% in the fourth
quarter of 2006."

Mr. Morton reported that in 2008 so far, 24% of all Media
General's political revenues have come from those same four NBC
stations.  (The denominator is the 18 stations the company expects
to own at the end of the year.)  He said that it may be too early
to say that Media General can again reach the 40% broadcast
margins in the fourth quarter of 2008 but added that it's possible
and that current management is working on it.

"This group knows Media General, Mr. Morton asserted.  ". . .
we're very comfortable with where we are strategically and
operationally -- and so is our Board of Directors.  We've been at
this for a long time and, no question, many things have changed.  
But we do have a long-term perspective, and we believe we're
headed in the right direction, with the right strategy and the
right tools to out-perform the rest of our industry."

                       A/B Stock Structure

"In this, our A/B stock structure ought to be viewed as an asset.   
It was originally designed to protect the editorial integrity of
our products.  But it also gives us the ability to remain focused
on the long term, and not  and this is important -- not succumb to
financial engineering devices or trendy plans, if that's what
Harbinger has developed since last summer, when they said they
liked us, and this afternoon -- when I guess we'll finally hear
why they don't.

". . . our A/B stock structure means that, no matter what happens
with the vote at our Annual Meeting, we're not going suddenly to
change course and become a different company.  That doesn't mean
we don't look for and listen to new ideas.  We do.  . . ."

". . . our particular A/B stock structure also means that the
interests of all of our stockholders in our operating results are
identically aligned.  All of our stock is valued the same.  The B
shares do not carry and cannot receive a "control premium."  All
of our shares pay the same dividends, and so all rise or fall
equally based on our operating results -- and based on how the
markets value companies in our industry."

"There isn't any question that media companies are currently out
of favor on The Street.  Media General gets painted with the same
brush as the rest. . . .  But, importantly, we believe that the
"audience aggregation" model remains very solid, and we think
we're gaining additionally on our ability to deliver segments of
our local markets to advertisers, precisely because of the new
opportunities presented by the Internet and the ease of entry for
new products that goes with it."

He continued, ". . . I've mentioned the Florida recession that
continues to affect our overall results.  The impact of Florida's
economy on our Tampa operations is the main reason for our
projected first-quarter loss."

                          Restructuring

"As we announced in February, the Publishing Division expects to
achieve an additional $10 million in expense reductions in 2008,
mostly from initiatives to further reduce newsprint consumption as
well as lower discretionary and compensation costs.  We are also
acting now on an additional $15-18 million in performance
improvements across the board, which should put us back on course
to achieve our original budget goal for the year.  In addition,
. . . our ongoing portfolio review identified several non-core or
underperforming assets for divestiture.  [The] sale of SP
Newsprint was a part of that initiative; we've signed agreements
for the sale of three TV stations, the other two are progressing
and all together the asset sales should produce about $100 million
for debt reduction this year.  By the end of the year, with all
deals complete and taxes paid, we should be at about $770 million
in debt outstanding."

A story on the sale of the company's assets are in today's
Troubled Company Reporter.

Mr. Morton ended his statement telling the shareholders that the
company and its management "are disciplined."  He reiterated that
the three candidates that the current management has endorsed "are
the best" to be on the board compared to the "three less-
experienced, less-accomplished, less-valuable candidates Harbinger
has proposed."

A full-text copy of Mr. Morton's statement is available for free
at http://ResearchArchives.com/t/s?2a25

A copy of the presentation entitled "Rebuilding Value at Media
General" filed as additional solicitation materials by Harbinger
Capital Partners Master Fund I, Ltd. and Harbinger Capital
Partners Special Situations Fund, L.P. can be obtained for free
at: http://ResearchArchives.com/t/s?2a23

                      About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications  
company with interests in newspapers, television stations and
interactive media in the United States. The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations. The Company
also operates more than 75 online enterprises. In March 2008, the
Company completed the purchase of DealTaker.com, an online social
shopping portal.


MEDIA GENERAL: Plans to Cut Debts Through Proceeds of Asset Sale
----------------------------------------------------------------
Media General Inc., along with its two other equal partners in SP
Newsprint Company, Cox Enterprises, Inc. and The McClatchy
Company, completed the sale of SP Newsprint to White Birch Paper
Company.

Media General received proceeds of approximately $58 million from
the transaction and will use the funds to reduce debt.  After
clearing transaction-related items, most notably paying taxes in
the latter half of 2008, the net reduction in debt should be
approximately $38 million.

Media General accrued a non-cash book loss on the sale in its
fourth-quarter 2007 results and does not expect its final loss,
which is subject to a 60-day post-closing working capital
settlement, to be significantly different from that amount,
resulting in limited impact on operating results in 2008.

"The sale of our interest in SP Newsprint will eliminate the
earnings volatility we have experienced in recent years from this
equity investment," said Marshall N. Morton, president and chief
executive officer of Media General.  "More importantly, Media
General can now focus entirely on our core business as a pure
media company."

Media General is also proceeding with the sale of five television
stations and has previously announced signed agreements for three
of the stations.  The company is moving forward on the sale of the
remaining two stations.  Mr. Morton said, "We are pleased that
these sales are meeting our value expectations."

When the sales of all five stations are completed, Media General
expects to realize total proceeds of $100 million to $105 million,
which will be used to further reduce debt by $60 million to
$65 million after considering estimated taxes to be paid.  The
company currently expects that debt at the end of 2008 will be
approximately $770 million.  As a result of lower debt and current
expectations of declining interest rates, Media General
anticipates that interest expense for 2008 will be about
$43 million, down from nearly $60 million in 2007.

"In addition to redeploying the proceeds from asset sales, we are
also using more operating cash to repay debt and less for capital
spending this year, compared to the past few years," said Mr.
Morton.  "As part of the aggressive expense-management."

                      About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications  
company with interests in newspapers, television stations and
interactive media in the United States. The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations. The Company
also operates more than 75 online enterprises. In March 2008, the
Company completed the purchase of DealTaker.com, an online social
shopping portal.


MEDICOR LTD: Wants Court to Stretch Loan Maturity Until May 31
--------------------------------------------------------------
MediCor Ltd. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to further extend
the debtor-in-possession facility's maturity date from April 5,
2008, to May 31, 2008.

In their motion, the Debtors say that the extension will help
assist them in funding business operations and the administration
of these Chapter 11 cases.

As reported in the Troubled Company Reporter on Feb. 29, 2008,
the Court approved the Debtors' request to further increase their
DIP financing to $7 million.

The Debtors said that they need a larger loan to pay bills that
prompted them to seek the additional funds.

                           About MediCor

Headquartered in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products     
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.  The company and seven of its affiliates
filed for chapter 11 protection on June 29, 2007 (Bankr. D. Del.
Case No. 07-10877) to effectuate the orderly marketing and sale of
their business.  Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq.,
and Jeffrey A. Kramer, Esq., at Lowenstein Sandler PC represent
the Debtors in their restructuring efforts.  Dennis A. Meloro,
Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig,
LLP, acts as the Debtors' Delaware counsel.  The Debtors engaged
Alvarez & Marsal North America LLC as their restructuring advisor.  
David W. Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank
Rome LLP serve as the Official Committee of Unsecured Creditor's
counsel.  In its schedules of assets and debts filed with the
Court, Medicor disclosed total assets of $96,553,019, and total
debts of $158,137,507.

                           *    *    *

As reported in the Troubled Company Reporter on Marc 20, 2008,
the Court further extended, until May 26, 2008, the period wherein
the Debtors can file a Chapter 11 plan of reorganization.  The
Debtors also have until July 24, 2008, to solicit acceptances of
that plan.


MERRILL LYNCH: Moody's Cuts Ratings on 218 Tranches on Delinquency
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 218 tranches
from 24 subprime RMBS transactions issued by Merrill Lynch
Mortgage Investors Trust.  56 downgraded tranches remain on review
for possible further downgrade.  The collateral backing these
transactions consists primarily of first-lien, fixed and
adjustable-rate, subprime residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

Merrill Lynch Mortgage Investors Trust 2005-AR1

  -- Cl. B-1, Downgraded to Baa2 from Baa1

  -- Cl. B-2, Downgraded to Ba2 from Baa2

  -- Cl. B-3, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Caa2 from Ba1

Merrill Lynch Mortgage Investors Trust 2006-AHL1

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. B-1, Downgraded to Caa2 from Ba3

  -- Cl. B-2, Downgraded to Caa3 from B2

Merrill Lynch Mortgage Investors Trust 2006-AR1

  -- Cl. A-2C, Downgraded to Aa1 from Aaa

  -- Cl. A-2D, Downgraded to Aa2 from Aaa

  -- Cl. M-1, Downgraded to Baa2 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa3

  -- Cl. M-6, Downgraded to Caa2 from Ba2

  -- Cl. B-1, Downgraded to Caa3 from B3

Merrill Lynch Mortgage Investors Trust 2006-FF1

  -- Cl. M-3, Downgraded to Baa1 from Aa3

  -- Cl. M-4, Downgraded to Ba1 from A1

  -- Cl. M-5, Downgraded to B1 from A2

  -- Cl. M-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Merrill Lynch Mortgage Investors Trust 2006-FM1

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa3

  -- Cl. M-6, Downgraded to Caa2 from Ba2

  -- Cl. B-1, Downgraded to Caa3 from B3

  -- Cl. B-2, Downgraded to C from Ca

Merrill Lynch Mortgage Investors Trust 2006-MLN1

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba2

  -- Cl. B-1, Downgraded to Caa2 from B3

  -- Cl. B-2, Downgraded to Caa3 from B3

  -- Cl. B-3, Downgraded to Ca from Caa3

Merrill Lynch Mortgage Investors Trust 2006-OPT1

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba1

  -- Cl. B-1, Downgraded to Caa2 from B1

  -- Cl. B-2, Downgraded to Caa3 from B3

  -- Cl. B-3, Downgraded to Ca from Caa3

Merrill Lynch Mortgage Investors Trust 2006-RM1

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from A3

  -- Cl. M-6, Downgraded to Caa2 from Baa1

  -- Cl. B-1, Downgraded to Caa3 from Ba1

  -- Cl. B-2, Downgraded to Ca from B2

  -- Cl. B-3, Downgraded to C from B3

Merrill Lynch Mortgage Investors Trust 2006-RM2

  -- Cl. A-1B, Downgraded to A2 from Aaa

  -- Cl. A-2C, Downgraded to Aa3 from Aaa

  -- Cl. A-2D, Downgraded to A2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3

  -- Cl. M-4, Downgraded to Caa2 from Baa1

  -- Cl. M-5, Downgraded to Caa3 from Ba1

  -- Cl. M-6, Downgraded to Ca from Ba3

  -- Cl. B-1, Downgraded to C from B3

  -- Cl. B-2, Downgraded to C from Ca

Merrill Lynch Mortgage Investors Trust 2006-RM3

  -- Cl. A-1B, Downgraded to A2 from Aaa

  -- Cl. A-2C, Downgraded to Aa3 from Aaa

  -- Cl. A-2D, Downgraded to A2 from Aaa

  -- Cl. M-1, Downgraded to Ba2 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from A2

  -- Cl. M-5, Downgraded to Caa2 from Baa2

  -- Cl. M-6, Downgraded to Caa3 from Ba1

  -- Cl. B-1, Downgraded to Ca from Ba3

  -- Cl. B-2, Downgraded to Ca from B2

  -- Cl. B-3, Downgraded to C from B3

Merrill Lynch Mortgage Investors Trust 2006-RM4

  -- Cl. A-1, Downgraded to Baa3 from Aaa

  -- Cl. A-2B, Downgraded to Aa3 from Aaa

  -- Cl. A-2C, Downgraded to Baa3 from Aaa

  -- Cl. A-2D, Downgraded to Ba2 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from Aa2

  -- Cl. M-3, Downgraded to Caa2 from Aa3

  -- Cl. M-4, Downgraded to Caa3 from Baa3

  -- Cl. M-5, Downgraded to Caa3 from Ba3

  -- Cl. M-6, Downgraded to Ca from B3

  -- Cl. B-1, Downgraded to C from Caa2

  -- Cl. B-2, Downgraded to C from Caa3

  -- Cl. B-3, Downgraded to C from Ca

Merrill Lynch Mortgage Investors Trust 2006-RM5

  -- Cl. A-1, Downgraded to Ba1 from Aaa

  -- Cl. A-2B, Downgraded to A3 from Aaa

  -- Cl. A-2C, Downgraded to Ba1 from Aaa

  -- Cl. A-2D, Downgraded to B2 from Aaa

  -- Cl. M-1, Downgraded to Caa1 from Aa1

  -- Cl. M-2, Downgraded to Caa2 from Aa2

  -- Cl. M-3, Downgraded to Caa3 from Aa3

  -- Cl. M-4, Downgraded to Ca from B1

  -- Cl. M-5, Downgraded to Ca from B3

  -- Cl. M-6, Downgraded to C from Caa2

  -- Cl. B-1, Downgraded to C from Ca

  -- Cl. B-2, Downgraded to C from Ca

Merrill Lynch Mortgage Investors Trust 2006-WMC1

  -- Cl. M-4, Downgraded to A2 from A1

  -- Cl. M-5, Downgraded to Ba1 from A2

  -- Cl. M-6, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1A, Downgraded to Caa1 from Baa3

  -- Cl. B-1B, Downgraded to Caa1 from Baa3

  -- Cl. B-2A, Downgraded to Caa3 from Ba3

  -- Cl. B-2B, Downgraded to Caa3 from Ba3

  -- Cl. B-3, Downgraded to Ca from B3

Merrill Lynch Mortgage Investors Trust 2006-WMC2

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa2 from Baa1

  -- Cl. M-6, Downgraded to Caa3 from Ba1

  -- Cl. B-1A, Downgraded to Ca from B3

  -- Cl. B-1B, Downgraded to Ca from B3

  -- Cl. B-2A, Downgraded to C from Ca

  -- Cl. B-2B, Downgraded to C from Ca

Merrill Lynch Mortgage Investors Trust 2007-MLN1

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba2

  -- Cl. B-1, Downgraded to Caa2 from Ba3

  -- Cl. B-2, Downgraded to Caa3 from B2

  -- Cl. B-3, Downgraded to Ca from Caa3

Merrill Lynch Mortgage Investors Trust Series 2006-HE1

  -- Cl. B-1A, Downgraded to Ba1 from Baa2

  -- Cl. B-1B, Downgraded to Ba1 from Baa2

  -- Cl. B-2A, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2B, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3A, Downgraded to Caa1 from Ba3

  -- Cl. B-3B, Downgraded to Caa1 from Ba3

Merrill Lynch Mortgage Investors Trust Series 2006-HE2

  -- Cl. M-4, Downgraded to A2 from A1

  -- Cl. M-5, Downgraded to Ba2 from A3

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa2 from Ba2

  -- Cl. B-2, Downgraded to Caa3 from B2

  -- Cl. B-3, Downgraded to Ca from B3

Merrill Lynch Mortgage Investors Trust Series 2006-HE3

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa3

  -- Cl. M-6, Downgraded to Caa2 from Ba1

  -- Cl. B-1, Downgraded to Caa3 from B1

  -- Cl. B-2, Downgraded to C from B3

Merrill Lynch Mortgage Investors Trust Series 2006-HE4

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba1

  -- Cl. M-6, Downgraded to Caa2 from Ba2

  -- Cl. B-1, Downgraded to Caa3 from B3

  -- Cl. B-2, Downgraded to Ca from B3

  -- Cl. B-3, Downgraded to C from Caa3

Merrill Lynch Mortgage Investors Trust Series 2006-HE5

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba1

  -- Cl. B-1, Downgraded to Caa2 from Ba3

  -- Cl. B-2, Downgraded to Caa3 from B3

  -- Cl. B-3, Downgraded to Ca from B3

Merrill Lynch Mortgage Investors Trust Series 2006-HE6

  -- Cl. M-1, Downgraded to Baa2 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa3

  -- Cl. M-6, Downgraded to Caa2 from Ba2

  -- Cl. B-1, Downgraded to Caa3 from B1

  -- Cl. B-2, Downgraded to Ca from B3

  -- Cl. B-3, Downgraded to Ca from Caa2

Merrill Lynch Mortgage Investors Trust Series 2007-HE2

  -- Cl. A-1, Downgraded to A3 from Aaa

  -- Cl. A-2A, Downgraded to A2 from Aaa

  -- Cl. A-2B, Downgraded to Baa1 from Aaa

  -- Cl. A-2C, Downgraded to Baa2 from Aaa

  -- Cl. A-2D, Downgraded to Baa2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from A3

  -- Cl. M-5, Downgraded to Caa2 from Baa3

  -- Cl. M-6, Downgraded to Caa3 from Ba3

  -- Cl. B-1, Downgraded to Ca from B3

  -- Cl. B-2, Downgraded to C from Ca

Merrill Lynch Mortgage Investors Trust Series 2007-HE3

  -- Cl. A-1, Downgraded to Aa1 from Aaa

  -- Cl. A-2, Downgraded to A1 from Aaa

  -- Cl. A-3, Downgraded to A3 from Aaa

  -- Cl. A-4, Downgraded to A3 from Aaa

  -- Cl. M-1, Downgraded to Ba2 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2

  -- Cl. M-6, Downgraded to Caa2 from Ba1

  -- Cl. B-1, Downgraded to Caa3 from B2

Merrill Lynch Mortgage Investors Trust, Series 2007-HE1

  -- Cl. A-1, Downgraded to A3 from Aaa

  -- Cl. A-2A, Downgraded to Aa2 from Aaa

  -- Cl. A-2B, Downgraded to A3 from Aaa

  -- Cl. A-2C, Downgraded to Baa2 from Aaa

  -- Cl. A-2D, Downgraded to Baa2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa2

  -- Cl. M-5, Downgraded to Caa2 from Ba3

  -- Cl. M-6, Downgraded to Caa3 from B3


META HEALTH: Sells Theramed In Exchange for Mutual Releases
-----------------------------------------------------------
Meta Health Services Inc. said that on April 7, 2008, it concluded
its Special and Annual Meeting of Shareholders, at which
shareholders approved a resolution authorizing the sale of all of
the outstanding shares of the corporation's wholly-owned operating
subsidiary, Theramed Corporation, to Rogan Holdings Corporation in
exchange for the release of the financial obligations owed by the
corporation to Rogan.

The shareholders of the corporation approved the Transaction by a
ballot vote, with 90% of shareholders represented in person or by
proxy voting in favour of the Transaction resolution.  The
shareholders also elected Jeffrey Mandlsohn, Dr. Michael Semoff,
Steven Rosenhek, Dr. Gordon Organ and Robert Taylor as directors,
and re-appointed PriceWaterhouseCoopers LLP as auditor.

The corporation also announces that, as of today, it has completed
the sale of Theramed to Rogan and has obtained a full release from
the financial obligations owed by the corporation to Rogan.  As a
pre-closing matter, the corporation converted $3,243,883 in debt
obligations owed by Theramed Corporation to the corporation into
1,000 Class A common shares of Theramed Corporation.  At closing,
Rogan acquired all of the Class A common shares of Theramed
Corporation held by the corporation, and released the corporation
from $1,866,049 in debt obligations owed directly by the
corporation to Rogan.

As disclosed in the corporation's information circular, the total
financial obligations owed by the corporation to Rogan (including
amounts owed by Theramed Corporation to Rogan) was $4,279,212 as
of Feb. 29, 2008.

Following completion of the sale of Theramed and the release of
the corporation's obligations to Rogan, the corporation no longer
has any material assets or liabilities.  The corporation intends
to seek out alternatives to maximize shareholder value, and to
apply to resume trading of the corporation's common shares on the
NEX board of the TSX Venture Exchange.

              Shareholders Reviewing Rogan Buyout

As reported in the Troubled Company Reporter on March 12, 2008,
in 2007, the board of directors of Meta Health Services Inc.
formed a committee composed of independent directors who reviewed
possible restructuring options and who retained independent
financial advisors to, if appropriate, provide a fairness opinion
in respect of a possible transaction.

Presently, the company and Rogan Holdings Corporation, its lender,
have executed, upon approval of the the special committee and Meta
Health's board of directors, a share purchase agreement in respect
of a restructuring of the company.

Pursuant to this agreement, the company would sell all of its
shares in the capital of Theramed to Rogan in exchange for the
release of the financial obligations owed by Meta Health to Rogan.

This agreement is conditional upon the approval of the company's
shareholders.  

                        About Meta Health

Ontario-based Meta Health Services Inc. (TSX-V: MHS) through its
wholly owned subsidiary, Theramed Corporation, is in the business
of acquiring pharmaceutical products from multinational
pharmaceutical and biotech companies by purchasing the
intellectual property, assuming ownership, manufacturing and
distribution of the products.  Cytomel is a thyroid hormone tablet
containing T3 as a single entity.  Delatestryl is a sterile long-
acting preparation of an esterified derivate of a naturally
occurring hormone, testosterone, in an oily solution for
intramuscular use.  Viroptic is used for the treatment of
keratoconjunctivitis and epithelial keratitis.  Synercid is an
injectable antibiotic for life-threatening infections.  Bellergal
and Estrace are used in the management of menopausal symptoms.
Rhinocort is an inhaled nasal steroid (budesonide) for the
treatment of both seasonal and perennial rhinitis.  Plendil is an
anti-hypertensive drug and Cylosporine is an immunosuppressant
drug.


METRO ONE: Posts Letter on Exit from Directory Assistance Business
------------------------------------------------------------------
On April 7, 2008, the chairman of the Board of Directors and the
chief executive officer of Metro One Telecommunications Inc.,
posted a joint letter to shareholders on the company's Web site:

Dear Fellow Shareholders,

The last year has been very difficult for Metro One
Telecommunications.  The beginning of our active involvement with
the company was in the context of joining another investor in
providing additional capital with the goal of creating a
profitable business.  Despite our intervention last summer, it
became increasingly clear that the company would probably run out
of cash before it could achieve success in the classic Directory
Assistance business.  The company provided a high-quality,
American-based service but we could not find enough customers
willing to pay what was required to make this service successful
for everyone.

We recently announced the very difficult decision of withdrawing
from the facilities-based Directory Assistance business that had
been the company's core business.  This will significantly cut the
monthly cash burn and provide more opportunity for our remaining
activities to reach success.  Simply put, the time, attention and
money previously spent on the unsuccessful Infone initiative,
combined with changing competitive pressures, depleted the
company's resources and contributed to where we now find
ourselves.

What are we left with now?  We have a small data business that has
been developed over the last few years.  We believe there are
meaningful opportunities, but so far we have not yet realized them
in a significant way.  We expect this to change with greater
focus.  More recently, we have started a contact center business
where we provide inbound and outbound calling to customers for a
number of purposes.  As a "start-up," this will take some time to
reach sufficient scale, but it is now growing and we anticipate
further success.  Finally, over the years the company has
developed a large patent and intellectual property portfolio
relating to various features and processes both concerning
directory assistance and having application in other fields.  We
intend to aggressively move to monetize our portfolio in ways that
will be in the best interests of the company and its shareholders,
including discovering ways to obtain value from those who may be
infringing on our property without permission.

In addition to these three initiatives, the Board and management
will investigate other opportunities that arise through our drive
to stop the cash burn and create value for shareholders.  We hope
that the bold decisions we have taken will over time prove to be
beneficial.

We appreciate your support as we all endure the painful change of
a significant shift in our business.

Respectfully yours,


/s/ Kenneth D. Peterson, Jr.   /s/ James F. Hensel
KENNETH D. PETERSON, JR.       JAMES F. HENSEL
Chairman                       Chief Executive Officer

                         About Metro One

Based in Portland, Oregon, Metro One Telecommunications Inc.
(Nasdaq: INFO) -- http://www.metro1.com/-- is an information   
services provider, offering inbound and outbound contact services,
data and analytics, and related services.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$19,567,000 in total assets, $5,102,000 in total liabilities,
$8,798,000 in redeemable preferred stock, and $5,667,000 in total
stockholders' equity.

                     Going Concern Disclaimer

BDO Seidman LL, in Seattle, Washington, expressed substantial
doubt about the Metro One Telecommunications Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses from operations and loss of a significant
customer.

  
MID OCEAN: Eroding Credit Quality Cues Moody's Two Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
MID OCEAN CBO 2000-1 LTD.

Class Description: $240,000,000 Class A-1L Floating Rate Notes due
January 2036

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $16,500,000 Class A-2 7.7254% Notes due January
2036

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

Class Description: $15,00,000 Class A-2L Floating Rate Notes due
January 2036

  -- 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.


MOBILE MINI: HSR Waiting Period Expires, Continuing Merger Plans
----------------------------------------------------------------
Mobile Mini, Inc. and Mobile Storage Group, Inc. of Glendale,
California said that the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended (HSR),
expired at 11:59 p.m., Eastern Daylight Time, on Friday, April 4,
2008, with respect to the previously announced merger agreement
pursuant to which Mobile Storage Group will be merged into a
subsidiary of Mobile Mini.

Consummation of the merger remains subject to certain conditions,
including, among others, approval by Mobile Mini's stockholders,
receipt of a new $1.0 billion asset-based revolving credit
facility and customary closing conditions.

Depending on the timing of various disclosure requirements and the
stockholders' meeting, the transaction is expected to close as
early as June 2008.

                       About Mobile Mini

Headquartered in Tempe, Arizona, Mobile Mini Inc. (Nasdaq GS:
MINI) -- http://www.mobilemini.com/-- provides portable storage   
solutions through its total fleet of over 165,000 portable storage
units and portable offices with 66 branches in U.S., United
Kingdom, Canada and The Netherlands.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Moody's Investors Service placed all ratings of Mobile Mini, Inc.
(Corporate Family at Ba3) on review for possible downgrade.  In
addition, Moody's placed all ratings of Mobile Services Group
(Corporate Family at B2) on review for possible upgrade.

Standard & Poor's Ratings Services placed its ratings on Mobile
Mini Inc., including the 'BB' long-term corporate credit rating,
on CreditWatch with negative implications.  


MORGAN STANLEY: Fitch Downgrades Rating on Certs. Totaling $1.5BB
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Morgan Stanley
mortgage pass-through certificates.  Affirmations total
$2.4 billion and downgrades total $1.5 billion.  Additionally,
$238.2 million was placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions:

Morgan Stanley ABS Capital I Inc. Trust 2005-NC1 TOTAL

  -- $1.4 million class A-1mz affirmed at 'AAA',
     (BL: 95.76, LCR: 6.7);

  -- $10.1 million class A-1ss affirmed at 'AAA',
     (BL: 96.41, LCR: 6.74);

  -- $32.8 million class A-2c affirmed at 'AAA',
     (BL: 91.95, LCR: 6.43);

  -- $4.5 million class A-2mz affirmed at 'AAA',
     (BL: 90.78, LCR: 6.35);

  -- $46.6 million class M-1 affirmed at 'AA+',
     (BL: 76.28, LCR: 5.34);

  -- $30.8 million class M-2 affirmed at 'AA',
     (BL: 64.08, LCR: 4.48);

  -- $21.8 million class M-3 affirmed at 'AA-',
     (BL: 52.60, LCR: 3.68);

  -- $34.6 million class M-4 downgraded to 'A' from 'A+'
     (BL: 28.38, LCR: 1.98);

  -- $22.5 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 24.65, LCR: 1.72);

  -- $15.8 million class M-6 downgraded to 'BBB' from 'A-'
     (BL: 22.26, LCR: 1.56);

  -- $23.3 million class B-1 downgraded to 'BB' from 'BBB+'
     (BL: 18.98, LCR: 1.33);

  -- $12.8 million class B-2 downgraded to 'B' from 'BBB'
     (BL: 17.31, LCR: 1.21);

  -- $19.5 million class B-3 downgraded to 'B' from 'BBB-'
     (BL: 15.19, LCR: 1.06).

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 20.06%
  -- Realized Losses to date (% of Original Balance): 1.04%
  -- Expected Remaining Losses (% of Current balance): 14.30%
  -- Cumulative Expected Losses (% of Original Balance): 4.11%

Morgan Stanley ABS Capital I Trust 2005-NC2 Total

  -- $0.6 million class A-2mz affirmed at 'AAA',
     (BL: 99.47, LCR: 4.83);

  -- $2.4 million class A-2ss affirmed at 'AAA',
     (BL: 99.57, LCR: 4.84);

  -- $12.7 million class A-3c affirmed at 'AAA',
     (BL: 99.13, LCR: 4.81);

  -- $1.4 million class A-3mz affirmed at 'AAA',
     (BL: 99.05, LCR: 4.81);

  -- $48.8 million class M-1 affirmed at 'AA+',
     (BL: 88.00, LCR: 4.27);

  -- $44.3 million class M-2 affirmed at 'AA',
     (BL: 72.88, LCR: 3.54);

  -- $24.8 million class M-3 downgraded to 'A' from 'AA-'
     (BL: 37.07, LCR: 1.8);

  -- $27.0 million class M-4 downgraded to 'BBB' from 'A+'
     (BL: 31.88, LCR: 1.55);

  -- $23.3 million class M-5 downgraded to 'BB' from 'A'
     (BL: 26.65, LCR: 1.29);

  -- $22.5 million class M-6 downgraded to 'B' from 'A-'
     (BL: 23.03, LCR: 1.12);

  -- $18.8 million class B-1 downgraded to 'B' from 'BBB+'
     (BL: 20.17, LCR: 0.98);

  -- $17.3 million class B-2 downgraded to 'CCC' from 'BBB'
     (BL: 17.84, LCR: 0.87);

  -- $16.5 million class B-3 downgraded to 'CCC' from 'BBB-'
     (BL: 16.03, LCR: 0.78).

Deal Summary

  -- Originators: New Century
  -- 60+ day Delinquency: 31.03%
  -- Realized Losses to date (% of Original Balance): 1.00%
  -- Expected Remaining Losses (% of Current balance): 20.59%
  -- Cumulative Expected Losses (% of Original Balance): 5.18%

Morgan Stanley Home Equity Loan Trust 2005-2

  -- $2.7 million class A-1mz affirmed at 'AAA',
     (BL: 94.30, LCR: 4.15);

  -- $10.9 million class A-1ss affirmed at 'AAA',
     (BL: 96.64, LCR: 4.25);

  -- $45.7 million class A-2c affirmed at 'AAA',
     (BL: 87.83, LCR: 3.87);

  -- $35.4 million class M-1 affirmed at 'AA+',
     (BL: 74.21, LCR: 3.27);

  -- $25.7 million class M-2 affirmed at 'AA',
     (BL: 63.76, LCR: 2.81);

  -- $17.9 million class M-3 affirmed at 'AA-',
     (BL: 56.34, LCR: 2.48);

  -- $16.5 million class M-4 affirmed at 'A+',
     (BL: 48.00, LCR: 2.11);

  -- $14.7 million class M-5 affirmed at 'A',
     (BL: 42.77, LCR: 1.88);

  -- $14.7 million class M-6 downgraded to 'BBB' from 'A-', placed
     on Rating Watch Negative      (BL: 37.00, LCR: 1.63);

  -- $12.4 million class B-1 downgraded to 'BB' from 'BBB+',
     placed on Rating Watch Negative      (BL: 31.75, LCR: 1.4);

  -- $11.9 million class B-2 downgraded to 'CCC' from 'BBB'
     (BL: 26.89, LCR: 1.18);

  -- $10.1 million class B-3 downgraded to 'CCC' from 'BBB-'
     (BL: 23.30, LCR: 1.03).

Deal Summary

  -- Originators: Meritage (42%), Wilmington (41%)
  -- 60+ day Delinquency: 33.22%
  -- Realized Losses to date (% of Original Balance): 1.81%
  -- Expected Remaining Losses (% of Current balance): 22.72%
  -- Cumulative Expected Losses (% of Original Balance): 7.83%

Morgan Stanley Home Equity Loan Trust 2005-3

  -- $24.6 million class A-2 affirmed at 'AAA',
     (BL: 97.78, LCR: 3.76);

  -- $97.2 million class A-3 affirmed at 'AAA',
     (BL: 70.26, LCR: 2.7);

  -- $29.1 million class M-1 affirmed at 'AA+',
     (BL: 60.10, LCR: 2.31);

  -- $26.7 million class M-2 rated 'AA+', placed on Rating Watch
     Negative (BL: 50.72, LCR: 1.95);

  -- $18.2 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 44.03, LCR: 1.69);

  -- $13.2 million class M-4 downgraded to 'BBB' from 'AA-'
     (BL: 39.41, LCR: 1.52);

  -- $13.2 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 34.77, LCR: 1.34);

  -- $12.0 million class M-6 downgraded to 'B' from 'BBB+'
     (BL: 30.49, LCR: 1.17);

  -- $12.0 million class B-1 downgraded to 'B' from 'BBB-'
     (BL: 26.14, LCR: 1.01);

  -- $9.7 million class B-2 downgraded to 'CCC' from 'BB'
     (BL: 22.71, LCR: 0.87);

  -- $10.5 million class B-3 downgraded to 'CCC' from 'B'
     (BL: 19.50, LCR: 0.75).

Deal Summary

  -- Originators: Wilmington (48%), Meritage (25%), Acoustic (15%)
  -- 60+ day Delinquency: 34.66%
  -- Realized Losses to date (% of Original Balance): 2.53%
  -- Expected Remaining Losses (% of Current balance): 25.98%
  -- Cumulative Expected Losses (% of Original Balance): 12.25%

Morgan Stanley Home Equity Loan Trust 2005-4

  -- $93.9 million class A-1 affirmed at 'AAA',
     (BL: 66.96, LCR: 2.21);

  -- $81.0 million class A2b affirmed at 'AAA',
     (BL: 72.16, LCR: 2.38);

  -- $58.5 million class A2c affirmed at 'AAA',
     (BL: 62.86, LCR: 2.07);

  -- $37.1 million class M-1 rated 'AA+', placed on Rating Watch
     Negative (BL: 54.70, LCR: 1.8);

  -- $33.8 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 46.86, LCR: 1.54);

  -- $24.1 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 41.72, LCR: 1.37);

  -- $17.8 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 37.77, LCR: 1.24);

  -- $16.9 million class M-5 downgraded to 'B' from 'A+'
     (BL: 34.04, LCR: 1.12);

  -- $14.9 million class M-6 downgraded to 'B' from 'A-'
     (BL: 30.65, LCR: 1.01);

  -- $16.4 million class B-1 downgraded to 'CCC' from 'BBB'
     (BL: 26.81, LCR: 0.88);

  -- $11.6 million class B-2 downgraded to 'CCC' from 'BBB-'
     (BL: 24.18, LCR: 0.8);

  -- $12.5 million class B-3 downgraded to 'CC/DR5' from 'BB'
     (BL: 21.88, LCR: 0.72).

Deal Summary

  -- Originators: First NLC (45.6%), Meritage (18.4%)
  -- 60+ day Delinquency: 37.63%
  -- Realized Losses to date (% of Original Balance): 2.12%
  -- Expected Remaining Losses (% of Current balance): 30.34%
  -- Cumulative Expected Losses (% of Original Balance): 16.74%

Morgan Stanley ABS Capital I Inc 2005-HE1 TOTAL

  -- $0.6 million class A-1mz affirmed at 'AAA',
     (BL: 98.24, LCR: 5.82);

  -- $5.7 million class A-1ss affirmed at 'AAA',
     (BL: 98.21, LCR: 5.82);

  -- $12.9 million class A-2ss affirmed at 'AAA',
     (BL: 98.21, LCR: 5.82);

  -- $3.2 million class A2mz affirmed at 'AAA',
     (BL: 97.81, LCR: 5.8);

  -- $53.1 million class M-1 affirmed at 'AA+',
     (BL: 84.33, LCR: 5);

  -- $49.7 million class M-2 affirmed at 'AA',
     (BL: 65.60, LCR: 3.89);

  -- $34.3 million class M-3 affirmed at 'AA-',
     (BL: 34.03, LCR: 2.02);

  -- $29.1 million class M-4 downgraded to 'BBB' from 'A+'
     (BL: 28.75, LCR: 1.7);

  -- $25.7 million class M-5 downgraded to 'BB' from 'A'
     (BL: 25.07, LCR: 1.49);

  -- $21.4 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 22.21, LCR: 1.32);

  -- $20.6 million class B-1 downgraded to 'B' from 'BBB+'
     (BL: 19.70, LCR: 1.17);

  -- $14.6 million class B-2 downgraded to 'B' from 'BBB'
     (BL: 18.02, LCR: 1.07);

  -- $17.1 million class B-3 downgraded to 'CCC' from 'BBB-'
     (BL: 16.37, LCR: 0.97).

Deal Summary

  -- Originators: New Century (40.4%), Option One (36.3%)
  -- 60+ day Delinquency: 25.65%
  -- Realized Losses to date (% of Original Balance): 1.02%
  -- Expected Remaining Losses (% of Current balance): 16.87%
  -- Cumulative Expected Losses (% of Original Balance): 4.23%

Morgan Stanley ABS Capital I Inc. Trust 2005-HE2

  -- $2.9 million class A-1MZ affirmed at 'AAA',
     (BL: 94.48, LCR: 5);

  -- $11.6 million class A-1SS affirmed at 'AAA',
     (BL: 96.34, LCR: 5.1);

  -- $1.7 million class A-2MZ affirmed at 'AAA',
     (BL: 93.33, LCR: 4.94);

  -- $15.7 million class A-2SS affirmed at 'AAA',
     (BL: 94.44, LCR: 5);

  -- $25.1 million class A-3B affirmed at 'AAA',
     (BL: 92.67, LCR: 4.9);

  -- $2.8 million class A-3MZ affirmed at 'AAA',
     (BL: 91.99, LCR: 4.87);

  -- $49.3 million class M-1 affirmed at 'AA+',
     (BL: 75.57, LCR: 4);

  -- $44.5 million class M-2 affirmed at 'AA',
     (BL: 57.09, LCR: 3.02);

  -- $28.6 million class M-3 downgraded to 'BBB' from 'AA-'
     (BL: 31.52, LCR: 1.67);

  -- $26.2 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 26.86, LCR: 1.42);

  -- $25.4 million class M-5 downgraded to 'BB' from 'A'
     (BL: 23.63, LCR: 1.25);

  -- $22.2 million class M-6 downgraded to 'B' from 'A-'
     (BL: 20.80, LCR: 1.1);

  -- $19.1 million class B-1 downgraded to 'CCC' from 'BBB+'
     (BL: 18.24, LCR: 0.97);

  -- $15.9 million class B-2 downgraded to 'CCC' from 'BBB'
     (BL: 16.22, LCR: 0.86);

  -- $15.9 million class B-3 downgraded to 'CCC' from 'BBB-'
     (BL: 14.68, LCR: 0.78).

Deal Summary

  -- Originators: Option One (42%), Decision One (22%)
  -- 60+ day Delinquency: 27.04%
  -- Realized Losses to date (% of Original Balance): 1.16%
  -- Expected Remaining Losses (% of Current balance): 18.90%
  -- Cumulative Expected Losses (% of Original Balance): 5.34%

Morgan Stanley ABS Capital I Inc. Trust 2005-HE3 TOTAL

  -- $15.2 million class A-1mz affirmed at 'AAA',
     (BL: 85.89, LCR: 3.13);

  -- $23.6 million class A-1ss affirmed at 'AAA',
     (BL: 92.80, LCR: 3.38);

  -- $38.1 million class A-2c affirmed at 'AAA',
     (BL: 87.11, LCR: 3.18);

  -- $38.0 million class M-1 affirmed at 'AA+',
     (BL: 73.43, LCR: 2.68);

  -- $34.4 million class M-2 affirmed at 'AA',
     (BL: 62.00, LCR: 2.26);

  -- $20.5 million class M-3 affirmed at 'AA',
     (BL: 53.00, LCR: 1.93);

  -- $18.5 million class M-4 rated 'AA-', placed on Rating Watch
     Negative (BL: 48.42, LCR: 1.77);

  -- $16.9 million class M-5 downgraded to 'BBB' from 'A+'
     (BL: 43.07, LCR: 1.57);

  -- $16.9 million class M-6 downgraded to 'BB' from 'A'
     (BL: 37.36, LCR: 1.36);

  -- $15.4 million class B-1 downgraded to 'B' from 'A-'
     (BL: 32.08, LCR: 1.17);

  -- $13.3 million class B-2 downgraded to 'B' from 'BBB+'
     (BL: 27.72, LCR: 1.01);

  -- $11.3 million class B-3 downgraded to 'CCC' from 'BBB-'
     (BL: 24.64, LCR: 0.9).

Deal Summary

  -- Originators: WMC (33%), Decision One (33%),
  -- 60+ day Delinquency: 39.53%
  -- Realized Losses to date (% of Original Balance): 1.84%
  -- Expected Remaining Losses (% of Current balance): 27.42%
  -- Cumulative Expected Losses (% of Original Balance): 9.87%

Morgan Stanley ABS Capital I Inc. Trust 2005-HE4 TOTAL

  -- $46.5 million class A-1 affirmed at 'AAA',
     (BL: 77.11, LCR: 2.74);

  -- $9.2 million class A-2b affirmed at 'AAA',
     (BL: 98.86, LCR: 3.52);

  -- $69.2 million class A-2c affirmed at 'AAA',
     (BL: 72.24, LCR: 2.57);

  -- $31.4 million class M-1 affirmed at 'AA+',
     (BL: 61.98, LCR: 2.2);

  -- $29.1 million class M-2 rated 'AA+', placed on Rating Watch
     Negative (BL: 52.44, LCR: 1.86);

  -- $17.8 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 46.18, LCR: 1.64);

  -- $15.9 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 41.13, LCR: 1.46);

  -- $14.6 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 36.36, LCR: 1.29);

  -- $14.1 million class M-6 downgraded to 'B' from 'A'
     (BL: 31.68, LCR: 1.13);

  -- $11.8 million class B-1 downgraded to 'CCC' from 'BBB+'
     (BL: 27.68, LCR: 0.98);

  -- $12.3 million class B-2 downgraded to 'CCC' from 'BBB-',
     removed from Rating Watch Negative (BL: 23.67, LCR: 0.84);

  -- $10.0 million class B-3 downgraded to 'CC/DR5' from 'BB',
     removed from Rating Watch Negative (BL: 20.87, LCR: 0.74).

Deal Summary

  -- Originators: WMC (47%), Decision One (46%)
  -- 60+ day Delinquency: 38.68%
  -- Realized Losses to date (% of Original Balance): 2.16%
  -- Expected Remaining Losses (% of Current balance): 28.12%
  -- Cumulative Expected Losses (% of Original Balance): 11.75%

Morgan Stanley ABS Capital I Inc. Trust 2005-HE5 Pool

  -- $74.6 million class A-1 affirmed at 'AAA',
     (BL: 75.24, LCR: 2.52);

  -- $29.5 million class A-2b affirmed at 'AAA',
     (BL: 97.82, LCR: 3.28);

  -- $115.0 million class A-2c affirmed at 'AAA',
     (BL: 72.06, LCR: 2.42);

  -- $53.5 million class M-1 affirmed at 'AA+',
     (BL: 61.88, LCR: 2.08);

  -- $49.8 million class M-2 rated 'AA+', placed on Rating Watch
     Negative (BL: 52.38, LCR: 1.76);

  -- $31.2 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 46.07, LCR: 1.55);

  -- $26.8 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 41.05, LCR: 1.38);

  -- $24.5 million class M-5 downgraded to 'B' from 'A+'
     (BL: 36.37, LCR: 1.22);

  -- $23.1 million class M-6 downgraded to 'B' from 'A-'
     (BL: 31.94, LCR: 1.07);

  -- $20.8 million class B-1 downgraded to 'CCC' from 'BBB'
     (BL: 27.88, LCR: 0.94);

  -- $19.3 million class B-2 downgraded to 'CCC' from 'BB'
     (BL: 24.23, LCR: 0.81);

  -- $15.6 million class B-3 downgraded to 'CC/DR5' from 'BB'
     (BL: 21.72, LCR: 0.73).

Deal Summary

  -- Originators: WMC (37%), Decision One (36%), New Century (27%)
  -- 60+ day Delinquency: 39.13%
  -- Realized Losses to date (% of Original Balance): 2.10%
  -- Expected Remaining Losses (% of Current balance): 29.81%
  -- Cumulative Expected Losses (% of Original Balance): 12.83%

Morgan Stanley ABS Capital I Inc. Trust 2005-HE6

  -- $84.7 million class A-1 affirmed at 'AAA',
     (BL: 63.45, LCR: 2.6);

  -- $93.6 million class A-2b affirmed at 'AAA',
     (BL: 70.12, LCR: 2.87);

  -- $90.3 million class A-2c affirmed at 'AAA',
     (BL: 57.56, LCR: 2.36);

  -- $37.7 million class M-1 affirmed at 'AA+',
     (BL: 49.67, LCR: 2.03);

  -- $35.0 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 42.08, LCR: 1.72);

  -- $21.5 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 37.59, LCR: 1.54);

  -- $18.3 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 33.71, LCR: 1.38);

  -- $16.7 million class M-5 downgraded to 'B' from 'A+'
     (BL: 30.17, LCR: 1.24);

  -- $16.2 million class M-6 downgraded to 'B' from 'A-'
     (BL: 26.69, LCR: 1.09);

  -- $14.0 million class B-1 downgraded to 'CCC' from 'BBB'
     (BL: 23.53, LCR: 0.96);

  -- $12.9 million class B-2 downgraded to 'CCC' from 'BB'
     (BL: 20.71, LCR: 0.85);

  -- $11.9 million class B-3 downgraded to 'CCC' from 'BB'
     (BL: 18.61, LCR: 0.76).

Deal Summary

  -- Originators: New Century (42%), Accredited (24%)
  -- 60+ day Delinquency: 28.91%
  -- Realized Losses to date (% of Original Balance): 2.08%
  -- Expected Remaining Losses (% of Current balance): 24.41%
  -- Cumulative Expected Losses (% of Original Balance): 13.16%

Morgan Stanley ABS Capital I Inc. Trust 2005-HE7

  -- $122.3 million class A-1 affirmed at 'AAA',
     (BL: 62.07, LCR: 2.33);

  -- $136.8 million class A-2b affirmed at 'AAA',
     (BL: 68.13, LCR: 2.56);

  -- $99.5 million class A-2c affirmed at 'AAA',
     (BL: 57.26, LCR: 2.15);

  -- $49.8 million class M-1 rated 'AA+', placed on Rating Watch
     Negative (BL: 49.49, LCR: 1.86);

  -- $45.7 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 42.13, LCR: 1.58);

  -- $28.6 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 37.64, LCR: 1.41);

  -- $23.2 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 33.99, LCR: 1.28);

  -- $23.2 million class M-5 downgraded to 'B' from 'A'
     (BL: 30.32, LCR: 1.14);

  -- $20.5 million class M-6 downgraded to 'B' from 'BBB+'
     (BL: 26.99, LCR: 1.01);

  -- $20.5 million class B-1 downgraded to 'CCC' from 'BBB-'
     (BL: 23.50, LCR: 0.88);

  -- $17.7 million class B-2 downgraded to 'CCC' from 'BB'
     (BL: 20.65, LCR: 0.78);

  -- $14.3 million class B-3 downgraded to 'CC/DR5' from 'B'
     (BL: 18.87, LCR: 0.71).

Deal Summary

  -- Originators: WMC (43%), New Century (35%),
  -- 60+ day Delinquency: 30.58%
  -- Realized Losses to date (% of Original Balance): 2.23%
  -- Expected Remaining Losses (% of Current balance): 26.64%
  -- Cumulative Expected Losses (% of Original Balance): 15.05%

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


MORGAN STANLEY: Moody's Lifts Rating on $22.146 Mil. Certs. to B3
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of eight classes of Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 1998-CF1:

  -- Class A-2, $22,829,628, affirmed at Aaa
  -- Class A-MF1, $8,119,787, affirmed at Aaa
  -- Class A-MF2, $10,021,521, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $55,364,000, affirmed at Aaa
  -- Class C, $60,901,000, affirmed at Aaa
  -- Class D, $60,901,000, upgraded to Aa2 from Aa3
  -- Class E, $19,378,000, upgraded to Baa2 from Ba2
  -- Class F, $22,146,000, upgraded to B3 from Caa2
  -- Class G, $33,218,000, affirmed at C
  -- Class H, $6,770,854, affirmed at C

The upgrades are the result of an increase in defeasance, improved
pool performance and replenishment of interest shortfalls.

As of the March 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 72.9%
to $299.6 million from $1.1 billion at securitization.  The
Certificates are collateralized by 98 loans ranging in size from
less than 1.0% to 7.0% of the pool, with the 10 largest loans
representing 43.7% of the pool.  Fifteen loans, representing 34.0%
of the pool, have defeased and are secured by U.S. Government
securities.

Forty-one loans have been liquidated from the pool, resulting in
an aggregate realized loss of approximately $74.8 million.  
Classes J, K, L, M and N have been eliminated entirely due to
losses and Class H has experienced a loss of $4.3 million.  Four
loans, representing 1.1% of the pool, are currently in special
servicing.  Moody's is estimating an aggregate loss of
approximately $1.8 million for the specially serviced loans.   
Twenty-six loans, representing 23.1% of the pool, are on the
master servicer's watchlist.

Moody's was provided with year-end 2006 and partial-year 2007
operating results for 85.7% and 69.0% of the pool, respectively.   
Moody's loan to value ratio is 74.3% compared to 79.4% at Moody's
last full review in June 2006 and 88.6% at securitization.  
Moody's is upgrading Classes D and E due to defeasance and overall
improved pool performance.  Moody's is upgrading Class F due
improved pool performance and replenishment of interest shortfalls
that previously impacted the class.

The top three non-defeased loans represent 11.3% of the pool.  The
largest loan is the Ohio Mobile Home Park Portfolio Loan
($14.0 million -- 4.7%) which is secured by seven mobile home
parks totaling 1,154 pads.  The parks are located in Ohio and
Kentucky and had an overall occupancy of 73.3% as of January 2007
compared to 78.0% at last review.  Moody's LTV is in excess of
100.0% compared to 98.2% at last review.

The second largest loan is the Bristol Market Place Loan
($10.1 million -- 3.4%) which is secured by a 99,256 square foot
retail center located in Santa Ana, California.  The major tenants
include Ralph's Grocery, CVS and Denny's.  The center was 97.5%
occupied as of October 2007.  Moody's LTV is 71.8% compared to
75.9% at last review.

The third largest loan is the Preston Place Apartments Loan
($9.9 million -- 3.3%) which is secured by a 239-unit multifamily
property located in Plano, Texas.  The property was 96.4% occupied
as of March 2007, essentially the same as at last review.   
Performance has been strong due to increased rental rates and
principal amortization.  Moody's LTV is 51.4% compared to 62.3% at
last review.


MOVIE GALLERY: 90% of Creditor Ballots Favor Chapter 11 Plan
------------------------------------------------------------
Movie Gallery, Inc. and its debtor-subsidiaries have received
overwhelming creditor support for their Second Amended Joint Plan
of Reorganization, as more than 90% of ballots were cast in favor
of the Plan.

Kurtzman Carson Consultants LLC and Financial Balloting Group,
the two voting agents designated by the Debtors, certified the
voting results to the U.S. Bankruptcy Court for the Eastern
District of Virginia.

                   Tabulation of All Ballots
                   -------------------------

                  Amount         Amount       Number       Number
                Accepting     Rejecting    Accepting    Rejecting
             (% of Amount  (% of Amount (% of Amount (% of Amount
CLASS             Voted)        Voted)       Voted)       Voted)
-----             ------        ------       ------       ------
Class 3     $463,822,968   $10,973,536           95            4
                 (97.69%)       (2.31%)     (95.96%)      (4.04%)

Class 4      189,579,529             0            9            0
                   (100%)          (0%)       (100%)         (0%)

Class 5        5,902,777             0            4            0
                   (100%)          (0%)       (100%)         (0%)

Class 6      220,522,997    66,990,500           18            7
                  (76.7%)       (23.3%)        (72%)        (28%)

Class 7A         810,973       126,543           48            5
                  (86.5%)       (13.5%)     (90.57%)      (9.43%)

Class 7B      18,272,678     1,152,906          682           47
                   (100%)       (5.93%)     (93.55%)      (6.45%)

Class 7C           3,874             0            2            0
                   (100%)          (0%)       (100%)         (0%)

Class 7D          75,497             0            4            0
                   (100%)          (0%)       (100%)         (0%)

Class 7E      47,074,105     8,553,641          665          111
                 (84.62%)      (15.38%)      (85.7%)      (14.3%)

Class 7F          42,138             0            1            0
                   (100%)          (0%)       (100%)         (0%)

The tabulated votes for Class 7E were cast by general unsecured
claimholders against Hollywood Entertainment Corporation.  No
votes have been received from and tabulated for the 9.625% Senior
Subordinate Note Claims.

According to James Sean McGuire, a senior consultant at Kurtzman
Carson, two claimholders belonging to Class 7A and 12
claimholders from Class 7B abstained and rejected the Release
Provision.

A complete schedule of the Tabulated Ballots is available for
free at:

               http://researcharchives.com/t/s?2a46

Additionally, certain sets of ballots have not been tabulated
because they did not satisfy the requirements for a valid ballot,
in accordance with the Disclosure Statement approved by the
Court.  Ballots that are not tabulated include:

   * ballots which did not indicate a vote to accept or reject
     the Plan, a list of which is available for free at:

     http://researcharchives.com/t/s?2a48

   * holders of claims that were objected to by the Debtors no
     later than March 8, 2008, and without the occurrence of a
     resolution event, a list of which is available for free at:

     http://researcharchives.com/t/s?2a47
     
Pursuant to the Court-approved Disclosure Statement and the
Solicitation Procedures, the Debtors (i) have waived any defects
or irregularities, and (ii) have deemed to be timely submitted
certain ballots, which are:

   * submitted by electronic means, a list of which is available
     for free at:

     http://researcharchives.com/t/s?2a49

   * submitted after the Voting Deadline, a list of which is
     available for free at:

     http://researcharchives.com/t/s?2a4a

   * submitted without a signature, a list of which is available
     for free at http://researcharchives.com/t/s?2a4b

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.  (Movie Gallery Bankruptcy News Issue No. 24;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/      
or 215/945-7000)


MOVIE GALLERY: To Close Approximately 160 Stores
------------------------------------------------
Movie Gallery, Inc. plans to close approximately 160
underperforming Movie Gallery and Hollywood Video stores in its
third and final round of store closures.  This consolidation of
store operations is in addition to the closures previously
announced on Feb. 4, 2008 and Sept. 25, 2007.

Joe Malugen, chairman, president and chief executive officer of
Movie Gallery, said, "While the decision to close stores is never
easy, this final consolidation will allow us to further focus our
resources on those stores with the strongest operating
performance and best prospects for growth after we emerge from
bankruptcy.  This is another positive step forward in our
restructuring to position the Company for profitability and
long-term success."

"Movie Gallery remains committed to its loyal customers and
talented employees.  We will work with customers at affected
stores to transfer their accounts to other nearby Movie Gallery
and Hollywood Video locations where possible," continued Mr.
Malugen.   "I would also like to thank our many associates and
partners for their exceptional customer service and their
dedication to the Company.  As always, we remain committed to
treating all affected employees fairly and providing the
necessary assistance to make this transition as smooth as
possible."

Movie Gallery expects liquidation sales at affected stores to
begin in approximately one week and to conclude by April 30.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.  (Movie Gallery Bankruptcy News Issue No. 24;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/      
or 215/945-7000)


MOVIE GALLERY: Files Supplements to Second Amended Chapter 11 Plan
------------------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the Eastern District of Virginia
supplements to the Second Amended Joint Plan of Reorganization.

The Plan Supplements are:

   (1) Movie Gallery, Inc.'s amended and restated (i) certificate
       of incorporation, (ii) and bylaws, a copy of which
       is available for free at:

       http://researcharchives.com/t/s?2a4c

   (2) Movie Gallery US, LLC's amended and restated (i)
       certificate of formation, and (ii) operating agreement, a
       copy of which is available for free at:

       http://researcharchives.com/t/s?2a4d
      
   (3) Hollywood Entertainment Corporation's amended and restated
       (i) articles of domestication, (ii) articles of
       incorporation, and (iii) bylaws, a copy of which is
       available for free at

       http://researcharchives.com/t/s?2a4e

   (4) a schedule of unexpired leases of nonresidential real
       properties included in the list of assumed unexpired
       leases, a copy of which is available for free at:

       http://researcharchives.com/t/s?2a4f

   (5) a schedule of executory contracts and agreements to be
       assumed, relating to, among others, service, employment,
       confidentiality, revenue sharing, vendors, leases and
       indemnity, a copy of which is available for free at:

       http://researcharchives.com/t/s?2a50

   (6) a schedule of the Debtors' retained causes of action,
       which include specific types expressly preserved by the
       Debtors and the Reorganized Debtors, including:

       * claims related to contracts and leases, a complete
         schedule of which is available for free at:

         http://researcharchives.com/t/s?2a51
        
       * claims related to insurance contracts and policies,
         a complete schedule of which is available for free at:

         http://researcharchives.com/t/s?2a52

       * claims based in whole or in part upon any postings of
         security deposits, adequate assurance payment or any
         other type of deposit or collateral, a complete schedule
         of which is available for free at:

         http://researcharchives.com/t/s?2a53

       * claims arising or permitted under Chapter 5 or the
         Bankruptcy Code, including preferences and fraudulent
         transfers under Sections 547 and 548 of the Bankruptcy
         Code, a complete schedule of which is available at no
         charge at:

         http://researcharchives.com/t/s?2a54

       * claims related to certain entities that are or may
         become parties to litigations, arbitration or other
         adversarial or dispute resolution proceeding, a complete
         schedule of which is available for free at:

         http://researcharchives.com/t/s?2a55

       * claims related to certain entities that owe or may
         in the future owe money to the Debtors, a complete
         schedule of which is available for free at:

         http://researcharchives.com/t/s?2a56

       After the effective date of the Plan, the Reorganized
       Debtors will retain all rights to commence, pursue,
       litigate or settle, as appropriate, any and all Causes of
       Actions, whether existing as of or after the Petition
       Date, in any court or other tribunal including, without
       limitation, in an adversary proceeding filed in the
       Debtors' cases.

Pursuant to Section 1129(a)(5) of the Bankruptcy Code, the
Debtors disclose that Joe T. Malugen, Thomas B. McGrath, Mark
Holliday, Richard Shorten, Steven Scheiwe, Neil Subin and Robert
Fiorella will serve, as of the Effective Date, as directors of
the Reorganized Debtors.

As of the Effective Date, the Debtors will assume all of
Employee-Related Agreements in accordance with the Plan.

Furthermore, the Debtors report that there are no non-released
parties identified.

In separate filings, the Debtors also delivered to the Court
copies of certain documents in light of restructuring agreements
and transactions contemplated under the Second Amended Plan,
consisting of:

   * the amended and restated First Lien Credit Agreement, which
     which provides for $597,000,000 in term loan obligations and       
     $25,000,000 synthetic letters of credit commitments, unless
     forming part of the exit facility.  

     A full-text copy of the Amended and Restated First Lien
     Credit Agreement is available for free at:

     http://researcharchives.com/t/s?2a57

   * the amended and restated Second Lien Credit Agreement,
     which, among others, will bear interest at a payment-in-
     kind interest rate equal to the adjusted Eurodollar rate,
     plus 1275 basis points beginning on the Effective Date;
     increasing by 25 basis points on the first anniversary of
     the Effective Date, with additional 25 basis point increases
     at the end of each six-month period following the year.  

     A full-text copy of the Amended and Restated Second Lien
     Credit Agreement is available at no charge at:

     http://researcharchives.com/t/s?2a58

   * the Backstop Rights Purchase Agreement, which outlines,
     among others, Sopris Capital Advisors LLC's irrevocable
     commitment to participate in the Rights Offering by
     purchasing the number of shares equal to its current
     proportional ownership of the Senior Notes.

     A full-text copy of the execution draft of the Backstop
     Rights Purchase Agreement is available for free at:

     http://researcharchives.com/t/s?2a59

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.  (Movie Gallery Bankruptcy News Issue No. 24;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/      
or 215/945-7000)


MOVIE GALLERY: Court Confirms 2nd Amended Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed Movie Gallery, Inc. and its debtor-affiliates' Second
Amended Plan of Reorganization with technical modifications.

"The Court's confirmation of our Plan is a major milestone for
Movie Gallery," said Joe Malugen, Chairman, President and Chief
Executive Officer of Movie Gallery.  "Movie Gallery is now poised
to emerge as a competitive and financially stable company.  We are
very proud of what we have been able to accomplish during our
short time in Chapter 11 and look forward to working with all of
our stakeholders through the remainder of our restructuring and
beyond.  On behalf of my entire management team, we remain
grateful for the unwavering support of our dedicated partners and
associates throughout our restructuring process."

The Plan provides for:

   -- an exit financing facility providing the Debtors with $100
      million and a facility providing up to $25 million of
      letters of credit for certain trade vendors;

   -- the Debtors' first lien indebtedness will remain in place on
      restructured terms;

   -- conversion of approximately $72 million of the Debtors' $175
      million second lien indebtedness, held by Sopris Capital
      Advisors, into equity of reorganized Movie Gallery;

   -- the Debtors' remaining second lien debt (following
      conversion of the second lien debt held by Sopris) will
      remain in place on restructured terms;

   -- conversion of the Debtors' $325 million 11% Senior Notes and
      most other general unsecured claims into new equity of
      reorganized Movie Gallery, warrants for additional new
      equity of reorganized Movie Gallery and a share of
      distributions from a litigation trust established under the
      Plan;

   -- a commitment by Sopris to invest up to an additional $50
      million to purchase new equity of reorganized
      Movie Gallery; and

   -- existing shares of the Debtors' common stock will be
      cancelled.

Movie Gallery's Plan and Disclosure Statement and related
documents are available at http://www.kccllc.net/moviegallery/

The Debtors currently expect to emerge from Chapter 11 early in
the second quarter of 2008.

                      About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.


NATIONSLINK FUNDING: Moody's Lifts Rating on $30.5MM Certs. to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of seven classes of NationsLink Funding
Corporation, Commercial Mortgage Pass-Through Certificates, Series
1999-1:

  -- Class A-2, $485,412,923, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $64,162,635, affirmed at Aaa
  -- Class C, $61,107,271, affirmed at Aaa
  -- Class D, $67,217,999, affirmed at Aaa
  -- Class E, $33,608,999, affirmed at Aaa
  -- Class F, $51,941,181, upgraded to A1 from Baa1
  -- Class G, $9,166,090, upgraded to A3 from Baa3
  -- Class H, $30,553,635, upgraded to B1 from B2
  -- Class J, $15,276,817, affirmed at B3

Moody's is upgrading Classes F, G and H due to increased
subordination levels due to loan pay offs and amortization,
improved overall pool performance and defeasance.

As of the March 20, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 30.9%
to $844.4 million from $1.2 billion at securitization.  The
Certificates are collateralized by 296 mortgage loans ranging in
size from less than 1.0% of the pool to 9.6% of the pool, with the
top 10 loans representing 33.0% of the pool.  Ninety-six loans,
representing 49.0% of the pool, have defeased and have been
replaced with U.S. Government securities.

Five loans have been liquidated from the pool, resulting in
aggregate realized losses of $4.8 million.  There are no loans in
special servicing at this time.  Forty-two loans, representing
11.7% of the pool, are on the master servicer's watchlist.

Moody's was provided with full year 2006 and partial year 2007
operating results for approximately 96.9% and 64.8% of the
performing non-defeased loans, respectively.  Moody's loan to
value ratio is 70.7%, compared to 75.1% at Moody's last full
review in November 2006 and compared to 88.7% at securitization.

The top three loan exposures represent 4.6% of the outstanding
pool balance.  The largest loan is the Lodge at Woodcliff Loan
($14.1 million - 1.7%), which is secured by a 244-unit full
service hotel located approximately 11 miles southeast of
Rochester in Fairport, New York.  As of December 2006, the hotel's
RevPAR was $63.50 compared to $64.75 at last review.  The loan is
on the master servicer's watchlist due to low debt service
coverage and the near-term maturity in September 2008.  The loan
has amortized 17.9% since securitization.  Moody's LTV is 95.5%,
compared to 99.1% at last review and 88.4% at securitization.

The second largest loan is the University Center North Shopping
Center Loan ($14.1 million -- 1.7%), which is secured by a 182,881
square foot anchored retail center located in Miami, Florida.  The
property suffered major hurricane damage, but was repaired as of
August 2006.  As of December 2007, the property was 100% leased,
the same as at last review and compared to 97.6% at
securitization.  The loan has amortized 11.8% since securitization
and matures February 2009.  Moody's LTV is 86.5%, compared to
80.2% at last review and 83.4% at securitization.

The third largest loan is the Renfro Warehouse Loan ($10.3 million
-- 1.2%), which is secured by a 566,564 square foot single-tenant
industrial building located in Clinton, South Carolina.  As of
June 2007, the property was 100% leased to Renfro Corporation LLC,
until July 2013.  The loan has amortized 11.3% since
securitization and the loan matures August 2008.  Moody's LTV is
70.9%, compared to 69.8% at last review and 87.5% at
securitization.


NORTHWEST AIRLINES: Revives Merger Talks With Delta Air Lines
-------------------------------------------------------------
Northwest Airlines Corp. and Delta Air Lines Inc. have revived
their merger talks, even without the pre-arranged deal from both
carriers' pilots, said people familiar with the situation,
according to reports.

Delta's board members convened on April 4, 2008, and agreed to
continue the talks which are reportedly intensifying, the
Financial Times states.  

Delta pilots were granted permits to picket at Northwest hubs
from April 8 to 24, to protest over the carriers' pilot-seniority
dispute, The Associate Press discloses.  Northwest's pilots union
said it reserves the right to do the same thing at Delta hubs if
it chooses, the AP says.

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

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

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

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

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

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

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

The pilot negotiating committees at Delta and Northwest have not
had any recent meetings, but there has been informal contact
between members of the two unions, one of the people familiar
with the discussions said, according to AP.

Meanwhile, Northwest was said to be planning to freeze the hiring
of pilots and flight attendants as it cuts its domestic schedule
by about 5%, starting after the peak summer travel season, the
Los Angeles Times reports.

                Delta Seeks Concessions from Union

The Wall Street Journal's Susan Carey and Paulo Prada reported
Wednesday that Delta asked its union leaders to abandon parts of
the Delta pilot labor contract so the carrier could move forward
as early as next week with its merger deal with Northwest.  The
Journal, citing people familiar with the situation, said Delta
promised its 6,000 pilots pay raises, equity and a board seat in
the combined carrier.

Delta's current employment contract with its pilots is in effect
until at least the end of next year.  The Journal says Delta
management hopes to coax an agreement from union leaders sooner so
that future contract changes can coincide with subsequent talks
with Northwest pilots, whose current contract runs through 2011.

According to the Journal, one person privy to the talks said the
sweeteners Delta is extending its pilots may not be as generous as
those contemplated a few months ago, but they would be similar.

The Journal also reports that a spokesman for the Northwest pilots
group on Wednesday said his members' labor contract "contains
significant protections in the event of any merger or
acquisition."  He said the Northwest pilots "are willing to work
constructively with any management or pilot group.  However, we
will exercise our contractual rights in order to protect the
interests and careers of every Northwest pilot."

               About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.  
(Delta Air Lines Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

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

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed US$14.4 billion
in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' Plan.  The Plan
took effect May 31, 2007.  (Northwest Airlines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services raised its ratings on
Northwest Airlines Corp. and its Northwest Airlines Inc.
subsidiary, including raising the long-term corporate credit
ratings on both entities to 'B+' from 'D', following their
emergence from Chapter 11 bankruptcy proceedings.  S&P said the
rating outlook is stable.

In addition, S&P assigned a 'BB-' bank loan rating, one notch
above the corporate credit rating, with a '1' recovery rating,
to Northwest Airlines Inc.'s $1.225 billion bankruptcy exit
financing, based on S&P's expectation of a full recovery of
principal in the event of a second Northwest bankruptcy.   That
bank facility converted from a debtor-in-possession credit
facility; S&P withdrew the 'BBB-' rating on the DIP facility.


NORTHWEST AIRLINES: Inks Pact to Settle Pilots' $921MM Claim
------------------------------------------------------------
The Air Line Pilots Association, International filed Claim No.
9311 against Northwest Airlines Corp. and its debtor-affiliates --
for not less than $921,395,651 -- asserting three separate groups
of claims:

   * prepetition discharge grievances and prepetition non-
     discharge grievances -- the Disputed Claim -- for no less
     than $7,581,351;

   * the second portion of the Claim relating to employee pre-
     grievances and grievances, was previously allowed by the
     Court as a general unsecured claim for $888,000,000,
     pursuant to a Court-approved restructured collective
     agreement between the Debtors and ALPA; and

   * the final portion of the Claim asserts an unliquidated
     amount for employee wages and benefits that the Debtors
     continue to honor in the ordinary course of business.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve a settlement agreement
resolving Claim No. 9311.

The Settlement Agreement provides that in full and final
satisfaction of the Non-Discharge Grievances, the Disputed Claim
is liquidated and fixed:

   (a) as an allowed general unsecured claim for $4,954,902; and
   (b) as an allowed administrative expense claim for $1,000,000.

Any amounts contained in Claim No. 9311 in excess of the sum of
the Allowed Non-Discharge Grievance Claim and the previously
approved Allowed ALPA Claim are disallowed in their entirety.

The Debtors will cooperate with ALPA in the sale of ALPA's Allowed
General Unsecured Grievance Claim, and make a cash distribution of
the net proceeds of the sale to the individual pilots designated
by ALPA.

The Debtors will make a catch-up distribution to any purchaser of
the Allowed General Unsecured Grievance Claim on the later of (i)
at least 11 days after the Court's approval of the Settlement
Agreement that is not subject to an appeal or stay, or (ii) the
first business day that is at least 11 days after the Debtros are
notified of the identity of the purchaser.

If, for any reason, ALPA is not able to sell its Allowed General
Unsecured Grievance Claim, and so notifies the Debtors in
writing, the Debtors will make a Catch-Up Distribution on the
Allowed General Unsecured Grievance Claim to the individual
employees identified by ALPA to receive distributions.

The Debtors will then direct their transfer agent to promptly
sell the shares on behalf of those individuals, and pay the net
proceeds in accordance with the allocation instructions provided
by ALPA.  Subsequent distributions, if any, will be treated
similarly, if feasible in light of the amount of the subsequent
distributions, with the Bankruptcy Court to resolve any relating
disputes.

If the Settlement Agreement is approved by the Court, the only
Prepetition Discharge Grievances that will remain unresolved and
may be pursued by ALPA are seven grievances specifically
mentioned in the Settlement, a full-text copy of which is
available for free at:

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

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed US$14.4 billion
in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' Plan.  The Plan
took effect May 31, 2007.  (Northwest Airlines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services raised its ratings on
Northwest Airlines Corp. and its Northwest Airlines Inc.
subsidiary, including raising the long-term corporate credit
ratings on both entities to 'B+' from 'D', following their
emergence from Chapter 11 bankruptcy proceedings.  S&P said the
rating outlook is stable.

In addition, S&P assigned a 'BB-' bank loan rating, one notch
above the corporate credit rating, with a '1' recovery rating,
to Northwest Airlines Inc.'s $1.225 billion bankruptcy exit
financing, based on S&P's expectation of a full recovery of
principal in the event of a second Northwest bankruptcy.   That
bank facility converted from a debtor-in-possession credit
facility; S&P withdrew the 'BBB-' rating on the DIP facility.


NUANCE COMMUNICATIONS: Inks Pact Buying eScription for $363 Mil.
----------------------------------------------------------------
Nuance Communications, Inc. signed an agreement to acquire
eScription Inc., a provider of computer aided medical
transcription technology.  Under the terms of the agreement, total
consideration for the transaction is approximately $363 million
and comprises $340 million in cash and $23 million in Nuance
common stock, plus the assumption of vested employee options with
a value of approximately $37 million.

By uniting the strengths and resources of Nuance and eScription,
the combined organization can deliver scalable, highly productive
solutions, as well as accelerate future innovation to transform
the way healthcare provider organizations document patient care.

Spiraling costs across the healthcare industry, a shrinking pool
of domestic medical transcriptionists and mounting regulations for
electronic clinical documentation are driving healthcare provider
organizations to reevaluate the way they create and manage medical
reports.  With an estimated $7 billion spent on medical
transcription in North America each year, the acquisition of
eScription will accelerate Nuance's ability to effectively serve
the industry with advanced transcription solutions and future
innovations such as structured reporting that will facilitate
highly productive, cost-efficient and data-driven clinical
documentation of every patient encounter.

"In 2005, Nuance set forth to transform the nation's stagnant
healthcare documentation process through speech-enabled solutions
and has since seen rapid growth within our healthcare business,"
Paul Ricci, chairman and CEO at Nuance, said.  "eScription's
strengths in computer aided medical transcription workflow will
accelerate our delivery of solutions that improve the way patient
data is captured, processed and used.  We're committed to helping
the healthcare industry initiate change through technologies that
streamline the way medical reports are created.  The combined
company will focus on continued innovation to evolve healthcare
documentation and lower transcription costs in excess of
$1 billion in the next few years."

"Nuance has experienced robust demand for its on-demand, hosted
healthcare solution, iChart, in recent years, with growth in the
range of 30% to 40%," commented Robert Wise, president of Nuance's
Healthcare division.  "eScription's exclusive focus on building a
highly efficient, scalable on-demand platform will allow Nuance to
more completely address the continuing demand in this recurring
revenue model.  We anticipate that combined revenues for our
on-demand medical transcription and clinical documentation
solutions will be between $175 million and $200 million in fiscal
2009."

Nuance expects the acquisition to add between $16.0 million and
$18.0 million in non-GAAP revenue in fiscal 2008 and between
$63.0 million and $68.0 million in fiscal 2009.  Adjusting for
revenue lost to purchase accounting, Nuance expects GAAP revenue
from eScription between $13.0 million and $15.0 million in fiscal
2008 and $56.5 million and $61.5 million in fiscal 2009.

The transaction is expected to close in Nuance's fiscal third
quarter 2008 and is subject to customary closing conditions and
regulatory approvals.

In connection with the transaction, Warburg Pincus, the global
private equity firm and a leading investor in technology
companies, has agreed to purchase 5,760,369 shares of Nuance
common stock at a purchase price of $17.36 per share, the closing
price on Friday, April 4, 2008, for an aggregate investment of
$100 million.  In addition, Warburg Pincus will acquire a warrant
to purchase 3.7 million shares of Nuance common stock upon the
closing of the investment.  The warrant has an exercise price of
$20.00 per share and a four-year term.  Warburg Pincus has also
agreed not to sell any shares of Nuance common stock for a period
of six months from the closing of the transaction.  This
transaction will close concurrent with, and is contingent upon,
the closing of the eScription acquisition.

"There is a large and growing market for technologies and services
that enable the healthcare industry to deliver higher levels of
patient care and reduce costs through automation," Paul Egerman,
Co-CEO of eScription, said.  "By teaming with Nuance, we can
accelerate the realization of our common vision to provide highly
efficient, cost-effective solutions for advanced end-to-end
clinical documentation.  Since our inception, eScription has
focused on improving the medical transcription process, and we
believe that with Nuance, we can bring our award-winning software
and services to a broader market and expand upon the benefits we
deliver to our customers."

"By focusing on tangible value for our customers we have enabled
healthcare organizations to significantly reduce transcription
costs through improved medical transcription workflow that
reliably has reduced the average turnaround time of dictated-to-
transcribed reports from one week to less than 24 hours across our
entire customer base," Ben Chigier, Co-CEO of eScription, added.  
"Because of our laser focus on medical transcription and its
associated results, eScription has experienced attractive,
profitable growth in its short history.  By joining forces with
Nuance's Dictaphone Healthcare division, we believe that we can
advance the combined company's delivery of breakthrough
capabilities to the overall healthcare market."

The addition of eScription brings many advantages and synergies
that are expected to complement Nuance's presence in the medical
transcription market, as well as accelerate the development of
future solutions that can improve the healthcare documentation
process:

   * Attractive Software-as-a-Service Solutions

     The eScription acquisition brings to Nuance an award winning
     on-demand transcription solution that has achieved proven
     success within major reference accounts and delivers a
     predictable, recurring revenue stream derived from a
     software-as-a-service business model.  With the addition of
     eScription, Nuance anticipates that its total on-demand
     healthcare revenues will be in the range of $175 million to
     $200 million in fiscal 2009.

   * Robust Financial Performance

     The Dictaphone Healthcare division has been a significant
     catalyst of growth for Nuance.  This acquisition provides
     Nuance with additional technology to deliver high levels of
     transcription productivity, reliability and scale to
     accelerate growth in the fertile market of clinical
     documentation.

   * Enhanced Outsourced Speech Editing Services

     By complementing Dictaphone's preferred MTSO partners with
     those from eScription's MTSO Alliance Program, healthcare
     provider organizations will have an increased array of
     options for the rapidly growing market of speech editing and
     transcription services at highly competitive prices.

   * Strong Customer Base and Client Satisfaction

     eScription has deployed its solutions across leading
     healthcare provider organizations including Beth Israel
     Deaconess Medical Center (Boston, Massachussets), Carle
     Clinic (Urbana, Illinois), Health Alliance (Cincinnati,
     Ohio), Maine Medical Center (Portland, Maine), and Poudre
     Valley Health System (Fort Collins, Colorado).  eScription's
     strong customer satisfaction is represented by industry
     recognition from KLAS Enterprises with a #1 ranking and Best
     in KLAS award for the past four consecutive years.

   * Talented and Motivated Employees

     eScription brings a dedicated, talented team of professionals
     whose healthcare knowledge and expertise has established
     eScription as a premier provider of computer aided medical
     transcription solutions.

                         About eScription

Headquartered in Needham, Massachusetts, eScription Inc., was
founded in 1999 and provides computer aided medical transcription
technology.  When medical transcriptionists – whether working in-
house or for an outsourced Medical Transcription Service
Organization – use eScription's software for computer-aided
medical transcription instead of manual typing, their productivity
levels rise significantly.  The enterprise-wide software enables
healthcare organizations to shorten turnaround time, improve
processes, and achieve substantial cost savings in medical
transcription.

                     About Nuance Communications

Nuance Communications, Inc. -- http://www.nuance.com/-- provides  
speech and imaging solutions for businesses and consumers around
the world.  Its technologies, applications and services make the
user experience more compelling by transforming the way people
interact with information and how they create, share and use
documents.

                            *     *     *

To date, Nuance Communications Inc. holds Moody's Investors
Service's 'B1' long-term corporate family rating and 'B1' bank
loan debt rating, which was assigned on March 2006.  Moody's
placed its B1 probability of default rating on March 2007.

Standard & Poor's Ratings Service assigned 'B-' long-term foreign
and local issuer credit ratings to Nuance Communications Inc. on
March 2007.  The ratings still apply.


OPTION ONE: Fitch Lowers Ratings on Certs. Amounting to $725 Mil.
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Option One
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are now
removed.  Affirmations total $1.1 billion and downgrades total
$725.0 million. Break Loss percentages and Loss Coverage Ratios  
for each class are included with the rating actions:

Option One 2005-1

  -- $16.2 million class A-1A affirmed at 'AAA',
     (BL: 77.19, LCR: 5.64);

  -- $4.0 million class A-1B affirmed at 'AAA',
     (BL: 69.14, LCR: 5.06);

  -- $60.9 million class A-4 affirmed at 'AAA',
     (BL: 69.56, LCR: 5.09);

  -- $52.8 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 26.26, LCR: 1.92);

  -- $22.2 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 20.90, LCR: 1.53);

  -- $13.8 million class M-3 downgraded to 'BB' from 'A+'
     (BL: 18.34, LCR: 1.34);

  -- $13.8 million class M-4 downgraded to 'B' from 'BBB+'
     (BL: 15.91, LCR: 1.16);

  -- $21.6 million class M-5 downgraded to 'CCC' from 'BB'
     (BL: 11.81, LCR: 0.86);

  -- $10.8 million class M-6 downgraded to 'CCC' from 'B'
     (BL: 10.31, LCR: 0.75);

  -- $8.4 million class M-7 remains at 'CC/DR3',
     (BL: 9.86, LCR: 0.72);

  -- $4.2 million class M-8 remains at 'CCC/DR1',
     (BL: 13.12, LCR: 0.96);

Deal Summary

  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 27.55%
  -- Realized Losses to date (% of Original Balance): 0.66%
  -- Expected Remaining Losses (% of Current balance): 13.68%
  -- Cumulative Expected Losses (% of Original Balance): 3.34%

Option One 2005-2

  -- $76.5 million class A-1A affirmed at 'AAA',
     (BL: 73.01, LCR: 4.18);

  -- $8.5 million class A-1B affirmed at 'AAA',
     (BL: 69.99, LCR: 4.01);

  -- $38.2 million class A-5 affirmed at 'AAA',
     (BL: 71.06, LCR: 4.07);

  -- $22.8 million class A-6 affirmed at 'AAA',
     (BL: 62.40, LCR: 3.57);

  -- $61.2 million class M1 affirmed at 'AA+',
     (BL: 39.46, LCR: 2.26);

  -- $20.4 million class M2 downgraded to 'A' from 'AA'
     (BL: 34.14, LCR: 1.95);

  -- $15.0 million class M3 downgraded to 'BBB' from 'A', removed
     from Rating Watch Negative (BL: 29.52, LCR: 1.69);

  -- $15.0 million class M4 downgraded to 'BB' from 'BBB+',
     removed from Rating Watch Negative (BL: 24.46, LCR: 1.4);

  -- $10.8 million class M5 downgraded to 'CCC' from 'BBB-',
     removed from Rating Watch Negative (BL: 14.59, LCR: 0.84);

  -- $7.2 million class M6 downgraded to 'CCC' from 'BB', removed
     from Rating Watch Negative (BL: 13.23, LCR: 0.76);

  -- $15.0 million class M7 downgraded to 'CC/DR3' from 'B',
     removed from Rating Watch Negative (BL: 10.78, LCR: 0.62);

  -- $6.0 million class M8 downgraded to 'CC/DR2' from 'B',
     removed from Rating Watch Negative (BL: 10.59, LCR: 0.61);

  -- $3.0 million class M9 downgraded to 'CCC' from 'B', removed
     from Rating Watch Negative (BL: 13.21, LCR: 0.76);

Deal Summary

  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 33.21%
  -- Realized Losses to date (% of Original Balance): 1.15%
  -- Expected Remaining Losses (% of Current balance): 17.47%
  -- Cumulative Expected Losses (% of Original Balance): 5.60%

Option One 2005-3

  -- $50.1 million class A-1A affirmed at 'AAA',
     (BL: 72.75, LCR: 2.89);

  -- $12.5 million class A-1B affirmed at 'AAA',
     (BL: 65.62, LCR: 2.61);

  -- $42.8 million class A-4 affirmed at 'AAA',
     (BL: 91.34, LCR: 3.63);

  -- $81.1 million class A-5 affirmed at 'AAA',
     (BL: 66.27, LCR: 2.63);

  -- $43.2 million class M-1 affirmed at 'AA+',
     (BL: 55.34, LCR: 2.2);

  -- $37.8 million class M-2 downgraded to 'A' from 'AA'
     (BL: 45.51, LCR: 1.81);

  -- $22.8 million class M-3 downgraded to 'BBB' from 'AA-'
     (BL: 40.46, LCR: 1.61);

  -- $21.6 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 35.43, LCR: 1.41);

  -- $19.2 million class M-5 downgraded to 'B' from 'A'
     (BL: 30.80, LCR: 1.22);

  -- $18.0 million class M-6 downgraded to 'B' from 'A-'
     (BL: 26.39, LCR: 1.05);

  -- $17.4 million class M-7 downgraded to 'CCC' from 'BBB',
     removed from Rating Watch Negative  (BL: 21.92, LCR: 0.87);

  -- $13.2 million class M-8 downgraded to 'CC/DR5' from 'BB',
     removed from Rating Watch Negative (BL: 18.49, LCR: 0.73);

  -- $7.2 million class M-9 downgraded to 'CC/DR5' from 'B',
     removed from Rating Watch Negative (BL: 16.66, LCR: 0.66);

  -- $6.0 million class M-10 downgraded to 'CC/DR6' from 'B',
     removed from Rating Watch  Negative (BL: 15.08, LCR: 0.6);

  -- $12.0 million class M-11 revised to 'C/DR6' from 'C/DR5'
     (BL: 12.34, LCR: 0.49);

Deal Summary

  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 36.06%
  -- Realized Losses to date (% of Original Balance): 1.54%
  -- Expected Remaining Losses (% of Current balance): 25.17%
  -- Cumulative Expected Losses (% of Original Balance): 10.35%

Option One 2005-4

  -- $225.3 million class A-1 affirmed at 'AAA',
     (BL: 65.04, LCR: 2.79);

  -- $217.0 million class A-3 affirmed at 'AAA',
     (BL: 62.68, LCR: 2.69);

  -- $6.8 million class A-4 affirmed at 'AAA',
     (BL: 62.40, LCR: 2.67);

  -- $90.1 million class M-1 affirmed at 'AA+',
     (BL: 51.55, LCR: 2.21);

  -- $100.1 million class M-2 downgraded to 'A' from 'AA+'
     (BL: 41.38, LCR: 1.77);

  -- $30.0 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 38.09, LCR: 1.63);

  -- $39.0 million class M-4 downgraded to 'BB' from 'AA'
     (BL: 33.78, LCR: 1.45);

  -- $34.0 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 30.02, LCR: 1.29);

  -- $22.0 million class M-6 downgraded to 'B' from 'A'
     (BL: 27.52, LCR: 1.18);

  -- $26.0 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 24.49, LCR: 1.05);

  -- $17.0 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 22.50, LCR: 0.96);

  -- $24.0 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 19.58, LCR: 0.84);

  -- $30.0 million class M-10 downgraded to 'CC/DR5' from 'B'
     (BL: 15.98, LCR: 0.68);

  -- $12.0 million class M-11 downgraded to 'CC/DR5' from 'B'
     (BL: 14.67, LCR: 0.63);

  -- $20.0 million class M-12 revised to 'C/DR6' from 'C/DR5'
     (BL: 12.92, LCR: 0.55);

Deal Summary

  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 30.30%
  -- Realized Losses to date (% of Original Balance): 1.86%
  -- Expected Remaining Losses (% of Current balance): 23.34%
  -- Cumulative Expected Losses (% of Original Balance): 12.76%

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


PATHEON INC: Weak Business Profile Cues S&P to Retain 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on Mississauga, Ontario-based Patheon Inc.   
At the same time, S&P affirmed the 'BB' issue rating (two notches
above the corporate credit rating) on the $75 million five-year
asset-backed loan revolving credit facility.  The recovery rating
is unchanged at '1', indicating a very high (90%-100%) recovery in
the event of default.  S&P also affirmed the $150 million term
loan at 'B+' (the same as corporate credit rating), while the
recovery rating is unchanged at '4', indicating an average (30%-
50%) recovery in a default scenario.  The outlook is negative.
     
"The ratings on Patheon reflect a business risk profile weakened
by overcapacity and operating issues at the company's Puerto Rican
operations, as well as credit metrics that will remain weak until
the company's profitability and free cash flow generation improve
meaningfully," said Standard & Poor's credit analyst Maude
Tremblay.  "These factors are partially offset by Patheon's strong
customer relationships, the diversity of outsourced pharmaceutical
services, and the expected positive demand trends for such
services," Ms. Tremblay added.
     
Patheon is a global provider of pharmaceutical development and
commercial manufacturing services to pharmaceutical companies,
with annual revenues of about $700 million.  It operates eight
manufacturing facilities in North America and four in Europe, and
produces mostly prescription drugs for its clients.
     
The company benefits from the increasing trend toward outsourcing
by pharmaceutical companies, particularly in manufacturing, as the
industry seeks to control costs and reduce its operating
complexity.  Patheon's commercial manufacturing services address
markets estimated to be about $10 billion, with an expected growth
rate of mid-to-high single digits in the medium term.
     
The negative outlook reflects Standard & Poor's concerns with the
execution of Patheon's restructuring program, its weak
profitability, and negative free cash flow generation.  Downward
pressure on the ratings could result from weaker-than-expected
operating performance leading to a worsening of the cash burn
rate.  S&P could revise the outlook to stable if the company
demonstrates sustained improvement in its operating performance,
positive free cash flows, and stabilization of its credit
measures.


PEACE ARCH: Posts CN$1.1 Million Net Loss in Qtr. Ended Nov. 30
---------------------------------------------------------------
Peach Arch Entertainment Group Inc. reported a net loss of
CN$1.1 million for the first quarter ended Nov. 30, 2007, compared
with a net loss of CN$373,000 for the first quarter ended Nov. 30,
2006.

Revenues for the first quarter were CN$17.2 million, up 52% from
CN$11.3 million for the same period in the prior year.  The
increase in revenues was primarily due to a CN$5.3 million
increase in revenues in the home entertainment segment which
includes new revenues from the acquisition of Trinity in the U.S.  
A CN$2.8 million increase in television revenues was partially
offset by a CN$2.3 million decrease in motion picture revenues.  
The lower motion picture revenues were due to a delay in product
delivery to Q2 and Q3.

Operating expenses, defined as amortization of investment in film
and television programming and other production costs, home
entertainment costs, selling, general and administrative costs,
stock and warrant-based compensation costs, and other amortization
of CN$17.3 million in the period increased by 63% from
CN$10.6 million for the same period in the prior year.  The
increase is primarily due to higher home entertainment direct
costs from the higher revenues and increased corporate costs from
the inclusion of the new businesses Castle Hill/Dream, Trinity and
Dufferin Gate as well as additional overhead to support organic
growth.

In the first quarter of fiscal 2008, the company recorded a loss
from operations of CN$115,000 compared to earnings of CN$717,000
last year.  The loss in the quarter is mainly attributable to the
lower revenues and earnings in the motion picture segment due to
the delay in the delivery of certain titles to future quarters.

Interest income for the three months was CN$442,000, compared to
CN$260,000 in the prior year.

Interest expense for the three months was CN$1.7 million for the
year, compared to CN$822,000 in the prior year.  The change over
the prior year reflects increased interest expense due to higher
production loans, as well as the inclusion of loan arrangement
fees paid for new loan facilities negotiated during the quarter.

Foreign exchange gain for the three months was CN$356,000,
compared to a loss of CN$317,000 in the prior year which reflects
the impact of the strengthening Canadian dollar on the company's
U.S. operations.

Income tax expense of CN$139,000 in the period consists of a
CN$258,000 provision for income taxes net of a recovery for income
taxes for CN$119,000 compared to CN$198,000 provision for income
taxes which is net of a recovery for income taxes for CN$64,000
for the same period in the prior year.  

A recovery for income taxes of CN$119,000 was recorded in the
quarter, CN$46,000 relates to intangible assets that arose on
business acquisitions which resulted in a future income tax
liability represented by the tax effect of the temporary
differences between the tax and accounting treatment of intangible
assets.  Amortization of intangible assets during the period
resulted in a partial reversal of temporary timing differences and
a resulting income tax recovery.  

An additional CN$73,000 was recorded as a future tax recovery, and
is related to net operating losses in the United States.

At Nov. 30, 2007, the company's consolidated balance sheet showed
CN$166.3 million in total assets, CN$121.2 million in total
liabilities, and CN$45.1 million in total stockholders' equity.

                         About Peace Arch

Based in Toronto, Los Angeles, and London, Peace Arch
Entertainment Group Inc. (AMEX: PAE) (TSX: PAE) --
http://www.peacearch.com/-- produces and acquires feature films,  
television and home entertainment content for distribution to
worldwide markets.  Peace Arch owns one of the largest libraries
of top quality independent feature films in the world, featuring
more than 1000 classic and contemporary titles.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Peace Arch's management said in its Form 20-F report to the U.S.
Securities and Exchange Commission for the fiscal year ended
Aug. 31, 2007, that while the company continues to maintain its
day-to-day activities and produce and distribute films and
television programming, its working capital situation is severely
constrained.  

The company also that it operates in an industry that has long
operating cycles which require cash injections into new projects
significantly ahead of the delivery and exploitation of the final
production.

If the company is unsuccessful in its financing efforts and in
achieving sufficient cash flows from operating activities, the
company may be required to significantly reduce or limit
operations.  

These factors cast substantial doubt on the company's ability to
continue as a going concern.


PEOPLE'S CHOICE: Fitch Takes Rating Actions on Three Certificates
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on three People's
Choice Home Loan mortgage pass-through certificate transactions.   
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are now removed.  Affirmations total $168.8
million and downgrades total $787.2 million.  Additionally,
$131.3 million was placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions:

Series 2005-2

  -- $29.4 million class 1A-3 affirmed at 'AAA',
     (BL: 97.24, LCR: 2.55);

  -- $2.6 million class 2A-1 affirmed at 'AAA',
     (BL: 99.28, LCR: 2.60);

  -- $0.7 million class 2A-2 affirmed at 'AAA',
     (BL: 99.10, LCR: 2.59);

  -- $40.2 million class M-1 affirmed at 'AA+',
     (BL: 85.00, LCR: 2.22);

  -- $35.8 million class M-2 rated 'AA', placed on Rating Watch
     Negative (BL: 70.50, LCR: 1.85);

  -- $21.5 million class M-3 downgraded to 'A' from 'AA'
     (BL: 62.91, LCR: 1.65);

  -- $20.4 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 55.23, LCR: 1.45);

  -- $17.6 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 48.26, LCR: 1.26);

  -- $17.6 million class M-6 downgraded to 'B' from 'A'
     (BL: 41.21, LCR: 1.08);

  -- $15.4 million class B-1 downgraded to 'CCC/DR5' from 'A-'
     (BL: 34.95, LCR: 0.91);

  -- $13.8 million class B-2 downgraded to 'CCC/DR5' from 'BBB+'
     (BL: 29.24, LCR: 0.77);

  -- $12.1 million class B-3 downgraded to 'CC/DR6' from 'BBB-'
     (BL: 24.08, LCR: 0.63);

  -- $15.4 million class B-4 downgraded to 'C/DR6' from 'B'
     (BL: 17.33, LCR: 0.45).

Deal Summary

  -- Originators: 100% People's Choice Mortgage;
  -- 60+ day Delinquency: 42.42%;
  -- Realized Losses to date (% of Original Balance): 1.84%;
  -- Expected Remaining Losses (% of Current balance): 38.21%;
  -- Cumulative Expected Losses (% of Original Balance): 11.05%.

Series 2005-3

  -- $26.1 million class 1A-2 affirmed at 'AAA',
     (BL: 91.13, LCR: 2.36);

  -- $28.7 million class 1A-3 affirmed at 'AAA',
     (BL: 84.92, LCR: 2.20);

  -- $32.9 million class 2A-1 affirmed at 'AAA',
     (BL: 92.43, LCR: 2.40);

  -- $8.2 million class 2A-2 affirmed at 'AAA',
     (BL: 87.98, LCR: 2.28);

  -- $42.7 million class M-1 rated 'AA+', placed on Rating Watch
     Negative (BL: 71.55, LCR: 1.86);

  -- $40.5 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 60.64, LCR: 1.57);

  -- $22.5 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 54.15, LCR: 1.40);

  -- $21.4 million class M-4 downgraded to 'B' from 'A+'
     (BL: 47.74, LCR: 1.24);

  -- $19.1 million class M-5 downgraded to 'B' from 'A'
     (BL: 41.93, LCR: 1.09);

  -- $18.6 million class M-6 downgraded to 'CCC/DR5' from 'A-'
     (BL: 36.24, LCR: 0.94);

  -- $16.3 million class M-7 downgraded to 'CCC/DR5' from 'BBB+'
     (BL: 31.16, LCR: 0.81);

  -- $15.2 million class M-8 downgraded to 'CCC/DR5' from 'BBB'
     (BL: 26.32, LCR: 0.68);

  -- $14.1 million class M-9 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 21.71, LCR: 0.56);

  -- $11.2 million class M-10 downgraded to 'C/DR6' from 'BB'
     (BL: 18.01, LCR: 0.47);

  -- $1.7 million class M-11 downgraded to 'C/DR6' from 'BB'
     (BL: 17.57, LCR: 0.46).

Deal Summary

  -- Originators: 100% People's Choice Mortgage;
  -- 60+ day Delinquency: 39.38%;
  -- Realized Losses to date (% of Original Balance): 1.47%;
  -- Expected Remaining Losses (% of Current balance): 38.56%;
  -- Cumulative Expected Losses (% of Original Balance): 13.42%.

Series 2005-4

  -- $129.5 million class IA-2 downgraded to 'AA' from 'AAA'
     (BL: 64.59, LCR: 1.54);

  -- $26.6 million class IA-3 downgraded to 'AA' from 'AAA',
     placed on Rating Watch Negative (BL: 63.05, LCR: 1.51);

  -- $87.2 million class IIA-1 downgraded to 'AA' from 'AAA'
     (BL: 71.72, LCR: 1.71);

  -- $42.0 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 54.39, LCR: 1.30);

  -- $40.3 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 45.98, LCR: 1.10);

  -- $26.1 million class M-3 downgraded to 'B' from 'AA', placed
     on Rating Watch Negative      (BL: 40.51, LCR: 0.97);

  -- $19.9 million class M-4 downgraded to 'CCC/DR5' from 'AA-'
     (BL: 36.31, LCR: 0.87);

  -- $19.9 million class M-5 downgraded to 'CCC/DR5' from 'A'
     (BL: 32.07, LCR: 0.77);

  -- $18.2 million class M-6 downgraded to 'CC/DR6' from 'A-'
     (BL: 28.14, LCR: 0.67);

  -- $17.6 million class M-7 downgraded to 'CC/DR6' from 'BBB'
     (BL: 24.27, LCR: 0.58);

  -- $13.6 million class M-8 downgraded to 'CC/DR6' from 'BB'
     (BL: 21.20, LCR: 0.51);

  -- $14.2 million class M-9 downgraded to 'C/DR6' from 'B'
     (BL: 17.90, LCR: 0.43);

  -- $10.8 million class M-10 downgraded to 'C/DR6' from 'B'
     (BL: 15.31, LCR: 0.37);

  -- $6.8 million class M-11 revised recovery rating to 'C/DR6'
     from 'C/DR5' (BL: 13.72, LCR: 0.33).

Deal Summary

  -- Originators: 100% People's Choice Mortgage;
  -- 60+ day Delinquency: 40.83%;
  -- Realized Losses to date (% of Original Balance): 1.54%;
  -- Expected Remaining Losses (% of Current balance): 41.88%;
  -- Cumulative Expected Losses (% of Original Balance): 19.84%.

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


PHELPS DODGE: S&P Lifts Rating From BB+ on Adequate Debt Reduction
------------------------------------------------------------------
Standard & Poor's Rating Services raised the corporate credit
rating on Freeport-McMoRan Copper & Gold Inc. and its Phelps Dodge
Corp. subsidiary to 'BBB-' from 'BB+'.  At the same time, S&P
lowered the ratings on the company's senior secured debt to 'BBB-'
from 'BBB' in accordance with its rating criteria for investment-
grade-rated credits.  In addition, S&P raised the rating on the
unsecured debt of both Freeport and Phelps to 'BBB-', the same as
the corporate credit rating, from 'BB' and 'BB+' respectively,
reflecting its expectation that priority liabilities will not
exceed S&P's threshold for notching down senior unsecured debt.
      
"The upgrade reflects the company's substantial debt reduction
since the Phelps Dodge acquisition closed about 12 months ago,"
said Standard & Poor's credit analyst Marie Shmaruk.  "The higher
rating also reflects our assessment that the company will continue
to benefit from higher-than-average copper prices driven by global
demand and the absence of large new projects coming on stream."
     
During 2007, the company has reduced debt by approximately
$10 billion through a combination of equity issuance, asset
divestitures, and free cash flow generation.
     
Freeport is the world's second-largest copper producer, with
3.2 billion pounds of equity production in 2007, ranking behind
Corporacion Nacional del Cobre de Chile (A/Stable/--).


PLASTECH ENGINEERED: Faurecia Wants Stay Lifted to Remove Tooling
-----------------------------------------------------------------
Faurecia Interior Systems Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Michigan to lift the automatic stay in
order to allow removal of certain tooling equipment from Plastech
Engineered Products Inc. and its debtor-affiliates' plants.

Faurecia is a manufacturer of components and systems for the
automotive industry.  On Aug. 3, 2007, prior to the date of
bankruptcy, Faurecia had placed with the Debtors a single purchase
order for the limited production of one component for vehicle
doors for General Motors, Thomas J. Schank, Esq., at Hunter &
Schank Co. LPA, in Toledo, Ohio, narrates.

In order to permit the Debtors to manufacture the component for
Faurecia, Faurecia delivered to the Debtors Faurecia's tools and
equipment, Mr. Schank states.

According to Mr. Schank, Faurecia has paid for the components
received from the Debtors in the ordinary course of business.

However, subsequent to the bankruptcy filing, the Debtors have
shipped, and is continuously shipping to Faurecia non-conforming
goods, causing Faurecia to incur costs for re-working the
components delivered by the Debtors, including inspection and
sorting cost of the Debtors' deliveries to Faurecia.

Mr. Schank states that Faurecia is entitled to recover from the
Debtors the costs related to the sorting, inspection and
reworking of the components.  The Debtors' failure to timely ship
conforming goods is a breach of their obligations, Faurecia
asserts.

Mr. Schank relates Faurecia is currently able to produce the
components internally and to the required OEM specifications for
a cost less than that which it is paying to the Debtors.  Due to
the Debtors' refusal to return the Tooling, Faurecia is incurring
a cost penalty for the continued production.

Mr. Schank adds the Debtors believe the Tooling is not necessary
to the Debtors' reorganization.

In light of these circumstances, and due to the absence of the
Debtors' equity in the Tooling pursuant Section 362(d)(2) of the
Bankruptcy Code, the Faurecia asserts it is entitled to relief
from automatic stay in order to remove the Tooling from the
Debtors' possession.  

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or              
215/945-7000)


PLASTECH ENGINEERED: Reko Cries Foul on GM Forfeiting Tooling
-------------------------------------------------------------
Reko Tool & Mould (1987) Inc., a supplier of Plastech Engineered
Products Inc. and its debtor-affiliates, opposes General Motors
Corp.'s request to recover Plastech's tooling equipment in case
the Debtors fail to deliver parts to GM.

Prior to the filing of bankruptcy, Reko Tool had supplied one or
more of the Debtors with specially-manufactured tooling or molds
used by Debtors to produce parts for General Motors and other auto
manufacturers, Susan M. Cook, Esq., at Lambert, Leser, Isackson,
Cook & Giunta, P.C., in Bay City, Michigan, tells the U.S.
Bankruptcy Court for the Eastern District of Michigan.

Ms. Cook states that Reko claims a validly perfected lien on each
item of tooling supplied under the Michigan Special Tools Lien
Act and the Michigan Molders Lien Act as it has complied with the
procedures dictated in those acts.

On March 11, 2008 GM requested for lifting of the automatic stay
and asserted a contingent right to take possession of certain
tooling currently located in Debtors' manufacturing facilities,
subject to agreements between GM and the Debtors, Ms. Cook says.

According to Ms. Cook, the Debtors believe and were informed that
a number of these tools contain items supplied by Reko and are
subject to Reko's first priority statutory and common law liens.
Reko contends that under Michigan law, its statutory liens are
superior to those of all others and that these liens survive any
changes in the possession or ownership of the tooling.

Reko objects to GM's request to the extent that it seeks to
terminate or diminish in any way the lien rights of Reko.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or              
215/945-7000)


PLASTECH ENGINEERED: Reko Cries Foul on GM Forfeiting Tooling
-------------------------------------------------------------
Reko Tool & Mould (1987) Inc., a supplier of Plastech Engineered
Products Inc. and its debtor-affiliates, opposes General Motors
Corp.'s request to recover Plastech's tooling equipment in case
the Debtors fail to deliver parts to GM.

Prior to the filing of bankruptcy, Reko Tool supplied one or more
of the Debtors with specially-manufactured tooling or molds used
by Debtors to produce parts for General Motors and other auto
manufacturers, Susan M. Cook, Esq., at Lambert, Leser, Isackson,
Cook & Giunta, P.C., in Bay City, Michigan, tells the U.S.
Bankruptcy Court for the Eastern District of Michigan.

Ms. Cook states that Reko claims a validly perfected lien on each
item of tooling supplied under the Michigan Special Tools Lien
Act and the Michigan Molders Lien Act as it has complied with the
procedures dictated in those acts.

On March 11, 2008 GM requested for lifting of the automatic stay
and asserted a contingent right to take possession of certain
tooling currently located in Debtors' manufacturing facilities,
subject to agreements between GM and the Debtors, Ms. Cook says.

According to Ms. Cook, the Debtors believe and were informed that
a number of these tools contain items supplied by Reko and are
subject to Reko's first priority statutory and common law liens.
Reko contends that under Michigan law, its statutory liens are
superior to those of all others and that these liens survive any
changes in the possession or ownership of the tooling.

Reko objects to GM's request to the extent that it seeks to
terminate or diminish in any way the lien rights of Reko.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or              
215/945-7000)


POLYONE CORP: Intends to Offer its $50 Mil. Senior Notes Due 2012
-----------------------------------------------------------------
PolyOne Corporation plans to offer $50 million of its 8.875%
senior notes due 2012 to certain institutional investors in an
offering exempt from the registration requirements of the
Securities Act of 1933.
    
The company intends to use the net proceeds from the offering to
reduce a portion of the amount of receivables sold under its
receivables sale facility.

                      About PolyOne Corp.

Headquartered in northeast Ohio, PolyOne Corporation (NYSE: POL) -
- http://www.polyone.com/-- is a provider of specialized polymer   
materials, services and solutions.  PolyOne has operations in
North America, Europe, Asia and Australia, and joint ventures in
North America and South America.


POLYONE CORP: Moody's Attaches 'B1' Rating on Proposed $50MM Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$50 million of 8.875% senior unsecured notes due 2012.  Moody's
also affirmed the company's other ratings (corporate family rating
at B1).  The outlook is stable.

The new notes are effectively an add-on to the existing notes that
were issued in 2002.  Proceeds from the new notes will be used to
repay amounts outstanding under the company's accounts receivable
program.  The outstanding balance has increased due to the normal
seasonal working capital build and the January acquisition of GLS
Corporation.

PolyOne's B1 CFR reflects the company's weak operating margins
(3%), difficulties in improving the profitability of its North
American operations and the expectation that the company will
continue to generate positive free cash flow despite further
weakness in the US economy in 2008.  While the company's PVC
compounding operations have clearly weakened in the past year, its
international operations and its SunBelt US chlor alkali venture
continue to generate good margins and cash.  Additionally, its
Distribution business is a relatively steady contributor to
earnings over the past year.

The stable outlook reflects that the company will maintain
reasonable financial metrics and adequate liquidity despite the US
housing downturn and further weakness in PVC resins, as new
capacity starts up in 2008.  While the increase in debt maturing
in 2012 is a potential concern, the additional liquidity is much
more important at this point in their business cycle.

PolyOne Corporation is a custom compounder of thermoplastic resins
(formulated resin systems that include additives, colorants,
fillers, etc) and formulated systems (pre-blended additives and
color primarily for resins and inks).  PolyOne is also a leading
North American distributor of resins; their distribution segment
constitutes less than 30% of total sales.  The company also owns a
50% share of SunBelt Chlor Alkali Partnership ($187 million in
revenues).  PolyOne also has a cost-based PVC resin supply
contract with OxyVinyls, LP, the largest North American producer
of PVC resins.  PolyOne Corporation was formed in 2000 from the
merger of The Geon Company and MA Hanna Company.


PONTIAC BUILDING: Moody's Cuts Rating to Ba3; Gives Stable Outlook
------------------------------------------------------------------
Moody's Investors Service downgrades the rating to Ba3 from Ba2
and revises the outlook to stable from negative on the City of
Pontiac Building Authority's outstanding Building Authority Bonds,
Series 2002.  The $1.435 million of outstanding debt related to
this issue is scheduled to mature in 2012 and comprises the only
general obligation debt of the Authority rated by Moody's.

The bonds are secured by rental payments to the Authority from the
City of Pontiac which constitutes a limited tax general obligation
of the city, not subject to setoff or abatement.  The issue is
also supported by revenues from the city's Tax Increment Financing
Authority through a sublease agreement and city officials report
that TIFA revenues are sufficient to meet debt service
requirements.  

Moody's rating downgrade to Ba3 reflects the impact of continued
city-wide financial challenges, including significant and growing
deficit balances; economic concentration anchored by the auto
industry which is experiencing ongoing retrenchments; and economic
challenges as evidenced by declining population and wealth indices
and persistently high unemployment rates.  Moody's revision of the
outlook to stable reflects Moody's expectation that the city's
credit quality will neither significantly improve nor
significantly deteriorate in the upcoming fiscal year.

                   Tax Base Remains Challenged
         Significant General Motors Taxbase Concentration

Located in Oakland County (general obligation rated Aaa), the City
of Pontiac, serves as the county seat and major industrial center
for the area.  Full valuation increased at an average annual rate
of 4.5% since 2004 to $3.97 billion in 2007 through a combination
of redevelopment efforts and some property appreciation.   
Management reports continued efforts to revitalize the downtown
district has resulted in some new commercial and residential
development in recent years.  Officials also site plans to market
and sell the Pontiac Silverdome for development purposes.  While
some opportunities could emerge, the facility has remained vacant
for several years after the relocation of the professional
football team, the Detroit Lions, to downtown Detroit in 2002.

Despite some increased economic activity, the city continues to
face significantly adverse economic conditions.  Unemployment
rates are increasing with the slowing of the general economy and
the differential between the city, state and national rates have
become more dramatic in recent months.  The city recorded an
unemployment rate of 17% in December 2007 which remains over twice
the state rate of 7.4% and almost four times the national rate of
4.8%, during the same time period.  Local economic conditions
continue to pose a challenge, as the city experienced a 6.8%
decline in population between 1990 and 2000, and continues to
record increasing mortgage foreclosure rates and well below
average wealth indices.

General Motors (Corporate Family Rating B3) is the city's largest
employer (12,000 employees) and taxpayer comprising 35% of the
city's tax base in 2005.  Officials report that GM has invested
approximately $790 million over the last several years, while
redeveloping previously abandoned manufacturing facilities into
Centerpoint, a mixed-use business campus, and relocating GM's
powertrain division and several other operations to the new Truck
Product Center in the city.  Ongoing challenges are expected,
however, as the regional economy adapts to the persistent
automotive manufacturing pressures.  GM is expected to face
continuing market challenges through the next several years and
reports indicate that the recent UAW strike against GM parts
supplier American Axel which began in February 2008 has caused the
temporary shut down of a GM plant in the city.

       Deficit Financial Position and Limited Fiscal Options
                 Continue to Challenge Management

For the past seven years, the city has experienced significant
financial problems caused by a combination of reduced revenues,
increasing expenditures, and shortcomings in accounting and
reporting which have resulted in severe financial distress.  What
had been the city's largest revenue source, State Revenue Sharing,
has been reduced considerably, dropping an average of 5% annually
since fiscal 2002.  Municipal income taxes, the city's second
largest revenue generator, have also been severely impacted by
continued economic slowdowns, especially in the automotive sector.   
As revenues continued to fall, many operating expenditures, such
as health care and energy costs, increased significantly over the
same period.

In addition to pressures prompted by economic conditions, the city
recognized serious shortcomings in its accounting and financial
reporting areas.  During the process of completing the fiscal 2004
audit with a well-known accounting firm, the city discovered
approximately $8 million in necessary prior period adjustments for
items dating back to the early 1990s, including the write off of
receivables and the booking of payables that had not been
recorded.  This, coupled with an operating deficit of $8.4 million
in fiscal 2004, brought the General Fund balance to a negative
$20.8 million, or negative 41.4% of General Fund revenues.   
Continuing this trend of structural imbalance, the city realized a
substantial operating deficit of $10.9 million in fiscal 2005
bringing the General Fund balance to negative $31.7 million
(fiscal 2005) or negative 64.7% of General Fund revenues.  
Overall, the city's operating deficits averaged $7.6 million
annually from fiscal 2002 through fiscal 2005.  Compounding the
General Fund deficit balance, other funds (such as special revenue
funds, enterprise funds, and capital improvement funds) have
remained either in a deficit position or narrow, providing limited
resources for the city to operate under.

In order to resolve a portion of the accumulated fund deficits,
the city issued $21 million in Budget Stabilization Bonds,
renegotiated an adverse tax tribunal judgment against the city,
exhausted the existing Budget Stabilization Fund, and utilized
revenues from an Oakland County Bond issue and lease agreement in
fiscal 2006.  As a result of those effort combined with General
Fund operating deficit s of $1.1 million in fiscal 2006 and
$2 million in fiscal 2007, the city recorded a General Fund
balance of negative $6.1 million at the end of fiscal 2007.   
Liquidity for day-to-day governmental operations is provided by
interfund loans, primarily from the enterprise funds, internal
service funds, and from other component units.  While considerable
operating challenges remain, favorably, the city's General
Employee Retirement System pension liability was 150% funded and
the city's Police and Fire Retirement System pension liability was
110% funded as of Dec. 31, 2005.

Moody's believes that although the city has been able to achieve
improvements in its financial planning and monitoring, management
remains severely challenged in its ability to build and maintain
satisfactory reserve levels.  Already at lean staffing levels,
departments such as Police and Public Works may not be able to
perform required duties if further staff reductions are
implemented, yet annual expenditures remain above revenues.  The
city remains challenged by limited revenue flexibility with
statutorily limited property taxes, declining state aid and
eroding income tax revenue as well as increasing expenditure
pressures.  The city's liquidity position as well as the ability
to achieve structural balance in fiscal operations will remain a
focus of future credit reviews.

                Deficit Elimination Plan in Place

The Treasury Department of the State of Michigan approved the
city's Deficit Elimination Plan for fiscal 2004, which has been
subsequently updated annually through December 2007.  Progress has
been made to remedy several of the city's fund deficits since the
initial plan was filed.  Fiscal 2007 financial statements report a
total deficit of $7.6 million across seven funds while in fiscal
2005, the city reported $47 million in deficits over nine funds.   
The current plan consists of benefits from a credit enhancement
fee for the city's general obligation limited tax pledge on bonds
previously secured by TIF revenues, cost savings from the
privatization of some city services and continued staff layoffs,
and revenue enhancements expected from charter amendments that
were ultimately rejected by voters in January, 2008.  Officials
report that an updated plan is expected in the next several
months.  While the State has the authority to impose an Emergency
Financial Manager, the city does not expect one at this time.   
Although improved, Moody's believes that many of the city's
previous efforts have provided stop-gap measures, lacking
structural elements to carry-forward to future budgets, and
difficult political, financial and service-provision decisions
remain to be addressed.

                            Outlook

The credit outlook is stable, which reflects Moody's expectations
that the city's credit quality will neither significantly improve
nor significantly deteriorate in the upcoming fiscal year.  The
low rating of Ba3 incorporates the city's ongoing economic and
fiscal challenges and future credit reviews will focus on the
city's ability to achieve its management initiatives and record
structural balance in the near to mid-term.

                  What Could Change the Rating Up

  -- Material operating surpluses, achieved through financial
     structurally balanced solutions that will carry forward to
     future budgets

  -- Sustained economic improvement coupled with revenue
     enhancements

                 What Could Change the Rating Down

  -- Revenue challenges that continue to exceed expenditure (and
     alternate revenue) solutions

  -- Continued operating deficits leading to heightened cash-flow
     weakness

Key Statistics:

  -- 2000 Population: 66,337

  -- 2007 Full Valuation: $3.97 billion

  -- 2007 Full Value per capita: $59,198

  -- Direct Debt Level: 2.8%

  -- Debt Burden: 5.0%

  -- PCI as % of State (2000 census): 71.5%

  -- MFI as % of State (2000 census): 68.1%

  -- Total GO debt amortization, 10 Years: 76%

  -- City Unemployment Rate: 17.1% (December, 2007)

  -- Fiscal 2007 General Fund Balance -$6.1 million (-12.5% of
     General Fund revenues)

  -- Outstanding rated GOLT debt: $1.435 million


PRC LLC: Wants Lease Decision Period Extended to August 20
----------------------------------------------------------
PRC LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to extend the time by which
they must assume or reject the leases to the earlier of:

   (i) the effective date of the Debtors' confirmed Chapter 11
       Plan; or

  (ii) Aug. 20, 2008, the date which is 90 days past the
       120-day period provided in Section 365(d)(4) of the U.S.
       Bankruptcy Code.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, tell the Court that the Debtors are party to
numerous leases of non-residential real property which, in most
instances, provide the premises used as contact centers in
connection with the Debtors' core business operations.  

vSince the filing of bankruptcy, Mr. Perez says, the Debtors have
diligently reviewed their business needs with respect to leased
premises and have filed several motions to reject leases.  
Currently, the Debtors lease 19 premises for which no motion to
assume or reject has been filed with the Court.  A list of these
leases is available for free at:

              http://researcharchives.com/t/s?2a5b

Section 365(d)(4) of the Bankruptcy Code provides, in relevant
part, that "an unexpired lease of nonresidential real property
under which the debtor is the lessee shall be deemed rejected,
and the trustee shall immediately surrender that nonresidential
real property to the lessor, if the trustee does not assume or
reject the unexpired lease by the earlier of:

   (i) the date that is 120 days after the date of the order for
       relief; or

  (ii) the date of the entry of an order confirming a plan."

The current deadline for the Debtors to decide whether to assume,
assume and assign, or reject leases is May 22, 2008.

The Debtors' objective is to exit bankruptcy expeditiously.  To
that end, Mr. Perez says, the Debtors have focused significant
attention on preparing and filing bankruptcy schedules, a
disclosure statement, and a plan of reorganization.  
"Nevertheless, the Debtors have had insufficient time to evaluate
the economics of the remaining Leases in the context of future
business operations to determine whether the assumption or
rejection of any of the Leases would inure to the benefit of all
parties-in-interest," Mr. Perez relates.

While the Debtors are working as expeditiously as possible to
analyze all aspects of their businesses, they do not believe it
will be possible to make an informed decision as to whether to
assume or reject all of the Leases by May 22, 2008.  According to
Mr. Perez, the Debtors do not want to forfeit any of the Leases
as a result of the "deemed rejection" provision of Section
365(d)(4).  

The Debtors assure the Court that their landlords will not be
prejudiced by the requested extension.  Mr. Perez notes that the
Debtors are current, and intend to remain current, on their
postpetition obligations under the Leases.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer         
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Wants Action Removal Period Extended to July 21
--------------------------------------------------------
PRC LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to extend the time by
which they must file a notice of removal in any action to
the earlier of:

   (i) the effective date of a confirmed Chapter 11 plan; or

  (ii) July 21, 2008.

As of April 1, 2008, PRC LLC is a party to some non-bankruptcy
causes of actions filed in various venues throughout the United
States, each of which was filed before the date of bankruptcy,
Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston,
Texas, relates.

Rule 9027(a)(2)(A) of the Federal Rules of Bankruptcy Procedure
provides that:

   "If the claim or cause of action in a civil action is pending
   when a case under the Code is commenced, a notice of removal
   may be filed only within . . . 90 days after the order for
   relief in the case under the Code. . . ."

The current deadline for the Debtors to remove actions is
April 22, 2008.

Mr. Perez tells the Court that the Debtors' objective is to exit
bankruptcy expeditiously and, to that end, the Debtors' have
focused their efforts on preparing their bankruptcy schedules,
motions to assume or reject prepetition contracts or leases, a
disclosure statement, and a plan of reorganization.  "As a
result, the Debtors have had insufficient time to evaluate the
legal and procedural ramifications of filing notices of removal
for all of the Actions," Mr. Perez says.

According to Mr. Perez, the Debtors are analyzing various aspects
of each Action, but do not believe they are able to make informed
decisions as to whether to file notices of removal in each case
by April 22, 2008.  "The Debtors do not want to forfeit any of
their rights as debtors and debtors in possession," Mr. Perez
says.

Moreover, because the next regularly scheduled hearing date is
set for April 23, 2008 -- one day after the Rule 9027 deadline --
the Debtors ask the Court to enter a bridge order extending the
Rule 9027 deadline through and including the date on which the
Court considers their request.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer         
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Wants Site Consolidation Incentive Plan Approved
---------------------------------------------------------
PRC LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to approve an incentive plan
that proposes to consolidate their operations, thereby reducing
costs.

The Debtors have determined to consolidate their businesses into
a smaller number of contact centers than they now occupy and to
execute site adjustments by relocating the services provided to
certain clients between existing centers, in order to implement
cost-savings measures, with a minimum of disruption to their
clients, their employees and their business as a whole, Alfredo
Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas,
tells the Court.

To ensure that essential customer-service representatives, team
leaders, and site management continue working at affected contact
centers during the Site Adjustments, the Debtors wish to
establish a modest incentive plan that is consistent with past
incentive arrangements, Mr. Perez says.

                        The Incentive Plan

The proposed Incentive Plan will not apply automatically to all
Employees affected by Site Adjustments.  Rather, on a case-by-
case basis, its application will depend on the Debtors'
determination that the continued employment of the affected
Employees will provide a financial or other material benefit to
the Debtors, according to Mr. Perez.  

Payments under the Incentive Plan will be based on numerous
factors, including (a) the time the Debtors require to complete a
Site Adjustment, (b) the number of Employees affected by the Site
Adjustment, (c) the distance required for relocation of eligible
Employees, (d) any client funding commitments during the Site
Adjustment, (e) training requirements for affected programs, (f)
service commitments for affected programs, and (g) existing labor
markets.

Payments offered to Employees pursuant to the Incentive Plan will
not exceed these maximum amounts:

  --------------------------------------------------------------
  Time between                EMPLOYEES OFFERED RELOCATION
  announcement and        --------------------------------------  
  date of elimination        Non-Exempt            Exempt
  of position at
  "old" center
  ---------------------   --------------------------------------
  Up to 30 days                 --                  --
  ---------------------   --------------------------------------
  More than 30 days but   $400 paid 90 days  $1,000 paid 90 days
  less than 100 days      after employee     after employee
                          starts at "new"    starts at "new"
                          location           location
  ---------------------   --------------------------------------
  More than 100 days      $800 paid 90 days  $2,000 paid 90 days
                          after employee     after employee  
                          starts at "new"    starts at "new"
                          location           location
  --------------------------------------------------------------


  --------------------------------------------------------------
  Time between               EMPLOYEES NOT OFFERED RELOCATION
  announcement and        --------------------------------------  
  date of elimination        Non-Exempt            Exempt
  of position at
  "old" center
  ---------------------   --------------------------------------
  Up to 30 days                 --                  --
  ---------------------   --------------------------------------
  More than 30 days but      $200 paid at        $750 paid at
  less than 100 days         termination         termination
  ---------------------   --------------------------------------
  More than 100 days        $200 paid after     $1,500 paid at
                             60 days, and         termination
                             another $200
                          paid at termination   
  --------------------------------------------------------------

The proposed Incentive Plan payments will be in addition to any
"WARN Act" notice pay, severance or any payout of accrued but
unused paid time off.

The Debtors propose that the Incentive Plan will expire on the
earlier of (i) a termination of the Incentive Plan by the
Debtors, or (ii) the completion of all site adjustments announced
prior to the effective date of any plan of reorganization in the
Debtors' Chapter 11 cases.

Specifically, the Debtors ask the Court to:

   (a) approve the Incentive Plan;

   (b) authorize implementation of the Incentive Plan; and
         
   (c) authorize all payments provided to eligible employees as
       provided for in the Incentive Plan.

Mr. Perez emphasizes that the Employees' payment rights under the
Incentive Plan are actual, necessary costs and expenses of
preserving the Debtors' estates and thus should be accorded
administrative expense priority under Section 503(b)(1) of the
Bankruptcy Code.

The Debtors relate that they require some continuity of staffing
during the Site Adjustments because they want to (i) avoid any
penalties or other costs associated with site adjustments; (ii)
maintain and maximize profitable programs until a turndown is
complete, and (iii) service clients at consistently high levels
during any relocation of their services from one site to another,
the Debtors require some continuity of staffing during site
adjustments.

Mr. Perez adds that the Court should approve the Incentive Plan,
as the Debtors have calculated that, in some cases, it would be
significantly more expensive for them to recruit, hire, train and
deploy new customer-service representatives and managers than it
would be to provide a modest incentive to existing employees that
will encourage them to continue to work for the Debtors after
their positions have been relocated to another contact center.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer         
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PROSPECT MEDICAL: S&P Retains Negative CreditWatch on 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' counterparty
credit rating on Prospect Medical Holdings Inc. remains on
CreditWatch with negative implications.
      
"On Jan. 17, 2008, S&P lowered the rating on Prospect to 'B-' from
'B+' and placed it on CreditWatch negative in connection with
adverse business development, which S&P expected to result in
diminished pro forma cash flow and earnings for fiscal 2007 and
the 12-month period ended Dec. 31, 2007," said Standard & Poor's
credit analyst Joseph Marinucci.  "We also raised concern about
the growing likelihood of a financial covenant breach and the
related potential for negative consequences."
     
On March 24, 2008, Prospect completed its review of the pre-
acquisition financial statements of Alta Healthcare System,
acquired in August 2007, and was now in a position to prepare its
past due SEC filings (10-K for fiscal 2007 year-end, 10-Q for
fiscal 2008 Q1).  The company anticipates submitting these filings
by the end of April 2008.  As a result of the delays caused by the
Alta restatement process, the company did not meet the required
deadline for submission of its Sept. 30, 3007, annual and Dec. 31,
2007, interim quarterly audited financial statements and other
compliance information to its lenders.
     
Based on recent discussion with management, Standard & Poor's
believes that Prospect will not be in compliance with certain
financial covenants for the periods ended Sept. 30, 2007, Dec. 31,
2007, and March 31, 2008.  Each of these events constitutes
technical default on its outstanding loans.  According to
management, Prospect's lending group has elected to temporarily
forebear its enforcement rights under the existing credit
facility, providing Prospect with additional time to complete the
Alta restatement process, remediate its operational problems, and
negotiate amendments to its existing credit facility agreements.
      
"We believe that Prospect is generating adequate cash flow to
service its debt obligations and conduct operations in the near
term," said Mr. Marinucci, "which removes some of the uncertainty
regarding the company's marketplace sustainability and reflects
the potential for improving financial flexibility.  

Nevertheless, S&P continues to view the events in the aggregate as
material adverse development with possibly meaningful downside
consequences for the company's credit profile.  In April, S&P will
be assessing how lenders react to this breach to determine if
there is additional pressure on the ratings.  Accordingly, S&P may
affirm or lower by one or more notches its rating on Prospect and
assign either a stable or negative outlook."


QUALITY HOME: Soft Performance Cues Moody's Rating Cuts to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
and probability of default rating of Quality Home Brands to B3
from B2 following recent soft operating performance and Moody's
concern that it may breech a financial covenant over the next year
if its operating performance continues to soften.  At the same
time, Moody's downgraded the company's 1st lien (term loan and
revolver) to B2 from B1 and its 2nd lien to Caa2 from Caa1.  The
ratings outlook remains negative.

The weak housing market and soft discretionary consumer spending
led to about a 10% decrease in earnings in 2007, which, in turn,
increased the company's adjusted financial leverage ratio.     
"Moody's is concerned that neither the housing market nor
discretionary consumer spending will materially improve in 2008
and that the company's earnings may further decrease causing
leverage to increase more" said Kevin Cassidy, Vice President and
Senior Credit Officer at Moody's Investors Service.

The negative outlook reflects Moody's belief that the company will
face a period of tightness around its covenant compliance.  This
results from Moody's expectation that reduced discretionary
consumer spending will pressure its profitability similar to other
companies exposed to the housing market at a time that covenants
"step up" requirements for lower leverage and higher interest
coverage levels.  Although Moody's believes that the company would
likely be able to amend its credit facility should the need arise
given the strength of its underlying business and cash flows, its
credit risk profile has risen over the near term.

These ratings were downgraded:

  -- Corporate family rating to B3 from B2;

  -- Probability of default rating to B3 from B2;

  -- $100 million 2nd lien to Caa2 (LGD 5, 83%) from Caa1
     (LGD 5, 83%);

  -- $290 million 1st lien senior secured term loan to B2
     (LGD 3, 34%) from B1 (LGD 3, 34%);

  -- $30 million 1st lien senior secured revolver to B2
     (LGD 3, 34%) from B1 (LGD 3, 34%)

Quality Home Brands Holdings, L.L.C. is a designer, manufacturer,
importer, and marketer of lighting fixtures headquartered in North
Carolina.  Sales for the year ended December 2007, approximated
$400 million.


QUALITY HOME: Soft Performance Cues S&P's Neg. Watch on 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Quality
Home Brands Holdings LLC, including its 'B' corporate credit
rating, on CreditWatch with negative implications.  The Cary,
North Carolina-based lighting fixture company has sales of about
$405 million.  Total debt outstanding was about $459 million at
Dec. 31, 2007 (including about $40 million of holding company
payment-in-kind notes, and lease and pension adjustments).
     
The CreditWatch placement follows Quality Home Brands' soft
operating performance and weaker-than-expected credit measures for
the year ended Dec. 31, 2007.  The company's sales and EBITDA
declined by about 3% and 12%, respectively, from last year's
levels (reflecting 2006 pro forma results for Encompass
acquisition), which resulted in leverage close to 7x (including
holdco payment-in-kind notes).
     
"We had expected that leverage would be reduced to below 6.5x by
the end of 2007," said Standard & Poor's credit analyst Bea Chiem.
     
Operating performance was impacted by the current weak housing
market.  Additionally, 2007 year-end cushion levels were tight for
the consolidated leverage and first-lien leverage financial
covenant ratios (applicable to only senior secured debt).  "We are
concerned that the company may not be able to continue to meet its
financial covenants in 2008," said Ms. Chiem.
     
Standard & Poor's will review management's near-term financial
forecast and plans to maintain adequate liquidity prior to
resolving the CreditWatch.


QUEBECOR MEDIA: S&P Puts BB- Rating on Arm's Proposed $350MM Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its debt issue and
recovery ratings to Montreal-based Videotron Ltee's proposed
$350 million senior unsecured notes due April 2018.  Videotron is
a subsidiary of Quebecor Media Inc.  The notes and the guarantees
are senior unsecured obligations of Videotron, ranking equally
with all existing and future unsecured unsubordinated debt of the
company.  The notes are rated 'BB-' (the same as the corporate
credit rating on Quebecor Media), with a recovery rating of '4',
indicating lenders can expect average (30%-50%) recovery in the
event of a payment default.
     
At the same time, S&P affirmed the 'BB-' debt rating on
Videotron's existing senior unsecured notes and revised the
recovery rating to '4' (to indicate average [30%-50%] recovery)
from '3'.  S&P also affirmed all other ratings, including the
'BB-' long-term corporate credit ratings, on Videotron, Quebecor
Media, and another subsidiary, Sun Media Corp.  The outlook on all
companies is stable.
     
"Net proceeds from the proposed $350 million notes offering will
be used to repay balances outstanding under Videotron's senior
secured revolving credit facility," said Standard & Poor's credit
analyst Madhav Hari.      

The ratings on Montreal-based Quebecor Media are based on the
credit risk profile of the company and its consolidated
subsidiaries, including 100%-owned Videotron (the largest cable
distributor in Quebec, and third-largest in Canada) and 100%-owned
Sun Media (the largest newspaper publisher in Canada when
including Osprey Media).  The ratings on both Videotron and Sun
Media are equalized with those on the parent.
     
The stable outlook reflects S&P's expectation that Quebecor
Media's operating assets will maintain their solid market
positions, that its credit measures will be in line with the
ratings in the medium term, and that the company will successfully
manage the Osprey integration.  S&P also assume the company's
scope of wireless investment will remain limited to the province
of Quebec.  Although unlikely in near term, S&P could revise the
outlook to positive in the medium term if the company improves its
financial risk profile and is able to sustain better operating
performance and stronger credit measures.  Alternatively, S&P
could revise the outlook to negative if the company fails to meet
S&P's expectations or pursues a more aggressive wireless strategy
resulting in the weakening of Quebecor Media's operating
performance and credit measures.


QUICKSILVER RESOURCES: S&P Gives Positive Outlook; Retains Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Quicksilver Resources Inc. to positive from stable and affirmed
the 'BB-' corporate credit rating on the company.  Quicksilver had
$814 million of debt as of Dec. 31, 2007.
     
The rating action reflects the oil and gas exploration and
production company's success in building its reserves and
improving production while maintaining competitive costs and
controlling leverage.
      
"Although we expect the company to continue spending aggressively
to develop its assets in the Barnett Shale formation," said
Standard & Poor's credit analyst Ben Tsocanos, "we could raise our
ratings if the company achieves growth without significantly
increasing debt leverage."
     
The positive outlook on Quicksilver reflects the potential for
higher ratings in the next year if the company continues to
improve its reserves and production organically while maintaining
a competitive cost structure and adequate liquidity.


QWEST COMMS: CFO John Richardson Resigns, Successor Search Begins
-----------------------------------------------------------------
Qwest Communications International Inc. and its Board of Directors
disclosed that John W. Richardson, executive vice president and
chief financial officer, will be leaving the company.  Mr.
Richardson, 63, will continue as CFO while Qwest conducts a search
for a successor.

"We want to thank John for all of his hard work during the past
five years," Edward A. Mueller, Qwest chairman and chief executive
officer, said.  "We believe that, in part due to John's efforts,
the company is on sound footing.  We look forward to identifying
the best candidate to replace John.  In the meantime, we will
continue to execute on our strategies."

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- offers a combination of
managed voice and data solutions for businesses, government
agencies and consumers - nationwide and globally.  The company
operates most of its business within its local service area, which
consists of the 14-state region of Arizona, Colorado, Idaho, Iowa,
Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon,
South Dakota, Utah, Washington and Wyoming.  The company operates
through three segments: wireline services, wireless services and
other services.  Qwest's business customers include local,
national and global businesses, governmental entities, and
educational institutions.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Fitch Ratings affirmed Qwest Communications International, Inc.'s
Issuer Default Rating at 'BB'.  Additionally Fitch affirmed the
IDRs of Qwest's wholly owned subsidiaries including Qwest
Corporation as well as the specific issue ratings.  The Rating
Outlook for Qwest and its subsidiaries remains Stable.


RAMP TRUSTS: Moody's Lowers Ratings on 156 Tranches From 20 Deals
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 156 tranches
from 20 transactions issued by RAMP.  Additionally, 38 downgraded
tranches remain on review for possible further downgrade and 4
tranches previously on review have been confirmed.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, subprime residential
mortgage loans.  The ratings were downgraded, in general, based on
higher than anticipated rates of delinquency, foreclosure, and REO
in the underlying collateral relative to credit enhancement
levels.  The actions described below are a result of Moody's on-
going surveillance process.

Issuer: RAMP Series 2005-EFC4 Trust

  -- Cl. M-7, Downgraded to Baa2 from Baa1

  -- Cl. M-8, Downgraded to Ba2 from Baa2

  -- Cl. M-9, Downgraded to Caa1 from Baa3

  -- Cl. M-10, Downgraded to Caa2 from Ba1

Issuer: RAMP Series 2005-EFC5 Trust

  -- Cl. M-8, Downgraded to Ba2 from Baa2

  -- Cl. M-9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to Caa2 from Ba1

Issuer: RAMP Series 2005-EFC6 Trust

  -- Cl. M-7, Downgraded to Ba1 from Baa1

  -- Cl. M-8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa2 from Baa3

Issuer: RAMP Series 2005-RS6 Trust

  -- Cl. M-4, Confirmed at A1

  -- Cl. M-5, Confirmed at A2

  -- Cl. M-6, Confirmed at A3

  -- Cl. M-7, Downgraded to Baa3 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2

  -- Cl. M-9, Downgraded to Caa1 from Baa3

  -- Cl. M-10, Downgraded to Caa2 from Ba1

Issuer: RAMP Series 2005-RS7 Trust

  -- Cl. M-3, Confirmed at Aa3

  -- Cl. M-4, Downgraded to A2 from A1

  -- Cl. M-5, Downgraded to Baa2 from A2

  -- Cl. M-6, Downgraded to Ba3 from A3

  -- Cl. M-7, Downgraded to B2 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B, Downgraded to Caa2 from Ba1

Issuer: RAMP Series 2005-RS8 Trust

  -- Cl. M-2, Downgraded to A3 from Aa2

  -- Cl. M-3, Downgraded to Baa2 from Aa3

  -- Cl. M-4, Downgraded to Ba2 from A1

  -- Cl. M-5, Downgraded to B1 from A2

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa2

  -- Cl. M-9, Downgraded to Caa2 from Baa3

  -- Cl. B-1, Downgraded to Caa3 from Ba1

  -- Cl. B-2, Downgraded to Ca from Ba2

Issuer: RAMP Series 2005-RZ3 Trust

  -- Cl. M-7, Downgraded to Baa3 from Baa1

  -- Cl. M-8, Downgraded to B1 from Baa2

  -- Cl. M-9, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to Caa1 from Ba1

Issuer: RAMP Series 2006-EFC1 Trust

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. M-7, Downgraded to B1 from Baa2

  -- Cl. M-8, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Ba3

Issuer: RAMP Series 2006-EFC2 Trust

  -- Cl. M-4, Downgraded to A3 from A1

  -- Cl. M-5, Downgraded to Baa3 from A3

  -- Cl. M-6, Downgraded to B1 from Baa1

  -- Cl. M-7, Downgraded to B1 from Ba1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-9, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B, Downgraded to Caa1 from B3

Issuer: RAMP Series 2006-NC1 Trust

  -- Cl. M-3, Downgraded to A1 from Aa3

  -- Cl. M-4, Downgraded to Baa3 from A1

  -- Cl. M-5, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-8, Downgraded to Caa2 from Ba3

  -- Cl. M-9, Downgraded to Caa3 from B3

Issuer: RAMP Series 2006-NC2 Trust

  -- Cl. M-2, Downgraded to A2 from Aa2

  -- Cl. M-3, Downgraded to Ba1 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa3

  -- Cl. M-8, Downgraded to Caa2 from Ba1

  -- Cl. M-9, Downgraded to Caa3 from B2

  -- Cl. B-1, Downgraded to Ca from B3

Issuer: RAMP Series 2006-NC3 Trust

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa3

  -- Cl. M-8, Downgraded to Caa2 from Ba2

  -- Cl. M-9, Downgraded to Caa3 from B2

  -- Cl. M-10, Downgraded to Ca from B3

Issuer: RAMP Series 2006-RS1 Trust

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa1

  -- Cl. M-8, Downgraded to Caa2 from Baa2

  -- Cl. M-9, Downgraded to Caa3 from Baa3

Issuer: RAMP Series 2006-RS2 Trust

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Ba1 from Aa2

  -- Cl. M-4, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from A3

  -- Cl. M-8, Downgraded to Caa2 from Baa1

  -- Cl. M-9, Downgraded to Caa3 from Ba1

Issuer: RAMP Series 2006-RS3 Trust

  -- Cl. A-3, Downgraded to A1 from Aaa

  -- Cl. A-4, Downgraded to Baa1 from Aaa

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from A1

  -- Cl. M-5, Downgraded to Caa2 from A2

  -- Cl. M-6, Downgraded to Caa3 from A3

  -- Cl. M-7, Downgraded to Caa3 from Baa1

  -- Cl. M-8, Downgraded to Ca from Baa2

  -- Cl. M-9, Downgraded to C from Baa3

Issuer: RAMP Series 2006-RS4 Trust

  -- Cl. M-3, Downgraded to A3 from Aa3

  -- Cl. M-4, Downgraded to Ba1 from A1

  -- Cl. M-5, Downgraded to B2 from A2

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa1

  -- Cl. M-9, Downgraded to Caa2 from Baa2

Issuer: RAMP Series 2006-RS5 Trust

  -- Cl. A-3, Downgraded to Aa1 from Aaa

  -- Cl. A-4, Downgraded to Aa2 from Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to Ba3 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa1

  -- Cl. M-8, Downgraded to Ca from Baa2

  -- Cl. M-9, Downgraded to C from Baa3

Issuer: RAMP Series 2006-RS6 Trust

  -- Cl. A-2, Downgraded to Aa1 from Aaa

  -- Cl. A-3, Downgraded to Baa3 from Aaa

  -- Cl. A-4, Downgraded to Ba2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from A1

  -- Cl. M-5, Downgraded to Caa2 from A2

  -- Cl. M-6, Downgraded to Caa3 from A3

  -- Cl. M-7, Downgraded to Caa3 from Baa1

  -- Cl. M-8, Downgraded to Ca from Baa2

  -- Cl. M-9, Downgraded to C from Baa3

  -- Cl. B, Downgraded to C from Ba2

Issuer: RAMP Series 2007-RS1 Trust

  -- Cl. A-2, Downgraded to Aa2 from Aaa

  -- Cl. A-3, Downgraded to Ba2 from Aaa

  -- Cl. A-4, Downgraded to B2 from Aaa

  -- Cl. A-5, Downgraded to B2 from Aaa

  -- Cl. M-1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from Aa2

  -- Cl. M-3, Downgraded to Caa2 from Aa3

  -- Cl. M-4, Downgraded to Caa3 from A1

  -- Cl. M-5, Downgraded to Ca from A2

  -- Cl. M-6, Downgraded to Ca from A3

  -- Cl. M-7, Downgraded to C from Baa1

  -- Cl. M-8, Downgraded to C from Baa2

  -- Cl. M-9, Downgraded to C from Baa3

  -- Cl. M-10, Downgraded to C from Ba1

Issuer: RAMP Series 2007-RS2 Trust

  -- Cl. A-2, Downgraded to Aa2 from Aaa

  -- Cl. A-3, Downgraded to Aa3 from Aaa

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa1


RASC TRUSTS: Moody's Cuts Ratings of Tranches From 33 RMBS Deals
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 205 tranches
from 33 subprime RMBS transactions issued by RASC.  Additionally,
68 tranches remain on review for possible further downgrade.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, subprime residential
mortgage loans.  The ratings were downgraded, in general, based on
higher than anticipated rates of delinquency, foreclosure, and REO
in the underlying collateral relative to credit enhancement
levels.  The actions described below are a result of Moody's on-
going surveillance process.

Complete rating actions are:

Issuer: RASC Series 2005-AHL1 Trust

  -- Cl. M-4, Downgraded to A2 from A1

  -- Cl. M-5, Downgraded to Baa3 from A2

  -- Cl. M-6, Downgraded to B2 from A3

  -- Cl. M-7, Downgraded to Caa1 from Baa1

  -- Cl. M-8, Downgraded to Caa2 from Baa2

  -- Cl. M-9, Downgraded to Caa3 from B2

Issuer: RASC Series 2005-AHL2 Trust

  -- Cl. M-3, Downgraded to A2 from Aa3

  -- Cl. M-4, Downgraded to Baa2 from A1

  -- Cl. M-5, Downgraded to Ba3 from A2

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa2

  -- Cl. M-9, Downgraded to Caa2 from Baa3

  -- Cl. M-10, Downgraded to Caa3 from Ba1

Issuer: RASC Series 2005-AHL3 Trust

  -- Cl. M-1, Downgraded to A1 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B3 from Aa3

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from A2

  -- Cl. M-6, Downgraded to Caa2 from Baa2

  -- Cl. M-7, Downgraded to Caa3 from Ba1

  -- Cl. M-8, Downgraded to Ca from B1

  -- Cl. M-9, Downgraded to C from Caa1

Issuer: RASC Series 2005-EMX3 Trust

  -- Cl. M-8, Downgraded to Baa3 from Baa2

  -- Cl. M-9, Downgraded to B3 from Baa3

  -- Cl. M-10, Downgraded to Caa1 from Ba1

Issuer: RASC Series 2005-EMX4 Trust

  -- Cl. M-7, Downgraded to Baa2 from Baa1

  -- Cl. M-8, Downgraded to Ba2 from Baa2

  -- Cl. M-9, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: RASC Series 2005-KS10 Trust

  -- Cl. M-6, Downgraded to Baa3 from A3

  -- Cl. M-7, Downgraded to B2 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B, Downgraded to Caa1 from Ba1

Issuer: RASC Series 2005-KS11 Trust

  -- Cl. M-5, Downgraded to A3 from A2

  -- Cl. M-6, Downgraded to Baa3 from A3

  -- Cl. M-7, Downgraded to B2 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3

Issuer: RASC Series 2005-KS12 Trust

  -- Cl. M-6, Downgraded to Baa2 from A3

  -- Cl. M-7, Downgraded to Ba3 from Baa1

  -- Cl. M-8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3

Issuer: RASC Series 2005-KS7 Trust

  -- Cl. M-9, Downgraded to Ba3 from Baa3

  -- Cl. M-10, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: RASC Series 2005-KS8 Trust

  -- Cl. M-8, Downgraded to Ba2 from Baa2

  -- Cl. M-9, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

Issuer: RASC Series 2005-KS9 Trust

  -- Cl. M-9, Downgraded to B1 from Baa3

  -- Cl. B-1, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from B1

Issuer: RASC Series 2006-EMX1 Trust

  -- Cl. M-7, Downgraded to Baa3 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

Issuer: RASC Series 2006-EMX2 Trust

  -- Cl. M-6, Downgraded to Baa2 from A3

  -- Cl. M-7, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Ba3

Issuer: RASC Series 2006-EMX3 Trust

  -- Cl. M-4, Downgraded to Baa1 from A1

  -- Cl. M-5, Downgraded to B1 from A3

  -- Cl. M-6, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba2

  -- Cl. M-8, Downgraded to Caa2 from B1

  -- Cl. M-9, Downgraded to Caa3 from B3

Issuer: RASC Series 2006-EMX4 Trust

  -- Cl. M-2, Downgraded to A3 from Aa2

  -- Cl. M-3, Downgraded to Ba1 from Aa3

  -- Cl. M-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba3

  -- Cl. M-8, Downgraded to Caa3 from B3

Issuer: RASC Series 2006-EMX5 Trust

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Ba3 from Aa3

  -- Cl. M-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba2

  -- Cl. M-8, Downgraded to Caa3 from B3

Issuer: RASC Series 2006-EMX6 Trust

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to Ba2 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba2

  -- Cl. M-7, Downgraded to Caa2 from B3

  -- Cl. M-8, Downgraded to Caa3 from B3

  -- Cl. M-9, Downgraded to Ca from Caa1

Issuer: RASC Series 2006-EMX7 Trust

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba3

  -- Cl. M-8, Downgraded to Caa2 from B3

  -- Cl. M-9, Downgraded to Caa3 from B3

Issuer: RASC Series 2006-EMX8 Trust

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba2

  -- Cl. M-7, Downgraded to Caa2 from B3

  -- Cl. M-8, Downgraded to Caa3 from B3

Issuer: RASC Series 2006-EMX9 Trust

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba2

  -- Cl. M-7, Downgraded to Caa2 from Ba3

  -- Cl. M-8, Downgraded to Caa3 from B3

  -- Cl. M-9, Downgraded to Ca from Caa1

  -- Cl. M-10, Downgraded to C from Ca

Issuer: RASC Series 2006-KS1 Trust

  -- Cl. M-7, Downgraded to B3 from Ba3

  -- Cl. M-8, Downgraded to B3 from B2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from B3

Issuer: RASC Series 2006-KS2 Trust

  -- Cl. M-7, Downgraded to Ba2 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to Caa2 from B2

Issuer: RASC Series 2006-KS3 Trust

  -- Cl. M-5, Downgraded to Baa2 from A2

  -- Cl. M-6, Downgraded to B1 from A3

  -- Cl. M-7, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Ba1

  -- Cl. M-9, Downgraded to Caa2 from Ba3

  -- Cl. M-10, Downgraded to Caa3 from B3

Issuer: RASC Series 2006-KS4 Trust

  -- Cl. M-3, Downgraded to A1 from Aa3

  -- Cl. M-4, Downgraded to Baa2 from A1

  -- Cl. M-5, Downgraded to B1 from Baa1

  -- Cl. M-6, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa2 from B3

  -- Cl. M-9, Downgraded to Ca from Caa2

Issuer: RASC Series 2006-KS5 Trust

  -- Cl. M-3, Downgraded to A1 from Aa3

  -- Cl. M-4, Downgraded to Baa3 from A1

  -- Cl. M-5, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-8, Downgraded to Caa2 from Ba3

  -- Cl. M-9, Downgraded to Caa3 from B2

  -- Cl. B, Downgraded to Ca from B3

Issuer: RASC Series 2006-KS6 Trust

  -- Cl. M-3, Downgraded to A1 from Aa3

  -- Cl. M-4, Downgraded to Baa2 from A1

  -- Cl. M-5, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Ba3

  -- Cl. M-9, Downgraded to Caa2 from B3

  -- Cl. B, Downgraded to Caa3 from B3

Issuer: RASC Series 2006-KS7 Trust

  -- Cl. M-2, Downgraded to Aa3 from Aa2

  -- Cl. M-3, Downgraded to Baa1 from Aa3

  -- Cl. M-4, Downgraded to Ba3 from A1

  -- Cl. M-5, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Ba3

  -- Cl. M-9, Downgraded to Caa2 from B3

Issuer: RASC Series 2006-KS8 Trust

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to Ba3 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba2

  -- Cl. M-8, Downgraded to Caa3 from Ba3

  -- Cl. M-9, Downgraded to Ca from B3

Issuer: RASC Series 2006-KS9 Trust

  -- Cl. M-1S, Downgraded to A3 from Aa1

  -- Cl. M-2S, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3S, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba1

  -- Cl. M-6, Downgraded to Caa2 from Ba3

  -- Cl. M-7, Downgraded to Caa3 from B3

  -- Cl. M-8, Downgraded to Ca from Caa2

Issuer: RASC Series 2007-KS1 Trust

  -- Cl. M-2S, Downgraded to A1 from Aa2

  -- Cl. M-3S, Downgraded to Baa1 from Aa3

  -- Cl. M-4, Downgraded to Ba2 from A3

  -- Cl. M-5, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa2 from B3

Issuer: RASC Series 2007-KS2 Trust

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3

  -- Cl. M-4, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from B1

  -- Cl. M-8, Downgraded to Caa2 from B2

Issuer: RASC Series 2007-KS3 Trust

  -- Cl. M-1S, Downgraded to A1 from Aa1

  -- Cl. M-2S, Downgraded to Ba3 from Aa2

  -- Cl. M-3S, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba3

  -- Cl. M-8, Downgraded to Caa2 from B3

Issuer: RASC Series 2007-KS4 Trust

  -- Cl. M-2S, Downgraded to Baa1 from Aa2

  -- Cl. M-3S, Downgraded to Baa2 from Aa2

  -- Cl. M-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba3

  -- Cl. M-8, Downgraded to Caa2 from B3


RENAISSANCE MORTGAGE: Fitch Downgrades $36.8MM Certificates
-----------------------------------------------------------
Fitch Ratings has taken rating actions on Renaissance mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are now
removed.  Affirmations total $201.4 million and downgrades total
$36.8 million.  Additionally, $237.8 million was placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions:

Renaissance HELT 2005-4

  -- $151.8 million class A-3 affirmed at 'AAA',
     (BL: 50.85, LCR: 2.76);

  -- $49.6 million class A-4 affirmed at 'AAA',
     (BL: 44.15, LCR: 2.39);

  -- $73.1 million class A-5 rated 'AAA', placed on Rating Watch
     Negative (BL: 39.44, LCR: 2.14);

  -- $54.0 million class A-6 rated 'AAA', placed on Rating Watch
     Negative (BL: 39.69, LCR: 2.15);

  -- $28.9 million class M-1 rated 'AA+', placed on Rating Watch
     Negative (BL: 33.59, LCR: 1.82);

  -- $25.8 million class M-2 rated 'AA+', placed on Rating Watch
     Negative (BL: 28.43, LCR: 1.54);

  -- $17.1 million class M-3 rated 'AA', placed on Rating Watch
     Negative (BL: 25.00,LCR: 1.36);

  -- $13.6 million class M-4 rated 'AA-', placed on Rating Watch
     Negative (BL: 22.29, LCR: 1.21);

  -- $13.6 million class M-5 rated 'A+', placed on Rating Watch
     Negative (BL: 19.57, LCR: 1.06);

  -- $11.8 million class M-6 rated 'A', placed on Rating Watch
     Negative (BL: 17.21, LCR: 0.93);

  -- $10.9 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 15.08, LCR: 0.82);

  -- $8.3 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 13.55, LCR: 0.73);

  -- $8.8 million class M-9 downgraded to 'CC/DR5' from 'BBB'
     (BL: 12.00, LCR: 0.65);

  -- $8.8 million class M-10 downgraded to 'C/DR5' from 'BBB-'
     (BL: 10.73, LCR: 0.58);

Deal Summary

  -- Originators: Delta
  -- 60+ day Delinquency: 19.12%
  -- Realized Losses to date (% of Original Balance): 0.48%
  -- Expected Remaining Losses (% of Current balance): 18.45%
  -- Cumulative Expected Losses (% of Original Balance): 11.07%

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


RICHFX INC: Obtains Court Approval on Asset Sale Procedures
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the bidding procedures submitted by RichFx Inc. in
relation to the auction of its assets.

Bids for the Debtor's assets must be submitted with a letter
indicating its interest to:

   a. Debtor's Counsel
      Morrison Cohen LLP
      909 Third Avenue
      New York, NY 10022
      Attn: Joseph T. Moldovan, Esq.
      Fax: (212) 735-8708

   b. Committee Counsel

   c. Buyer's Counsel
      Cooley Godward Kronish LLP
      1114 Avenue of the Americas
      New York, NY 10036
      Attn: Adam C. Rogoff, Esq.
            Nicholas Smithberg, Esq.
      Fax: (212) 479-6275

A confidentiality agreement must be signed and requisite financial
and other information must be provided by the bidder.  Bids must
be received no later than April 14, 2008, at 10:00 a.m., EST.

Objections to the relief requested in the sale motion -- which the
Debtor submitted to the Court on March 18, 2008, and subsequently
approved by the Court on March 20, 2008 -- should: (i) in writing;
(ii) specify the basis of the objection; and (iii) be filed with
the Court and sent to:

   a. Debtor's Counsel

   b. Committee Counsel

   c. Buyer's Counsel

   d. RichFx Ltd.
      c/o Ofer Shapira, Adv., Zellermayer, Pelossof & Co.
      The Rubenstein House, 20 Lincoln Street
      Tel-Aviv, Israel 67134
      Fax: 972 (3)625-5500

   e. Plenus
      c/o Moti Weiss
      Delta House, 16 Abba Eban Avenue
      Herzeliya, Israel 46725

   f. U.S. Trustee for the S.D.N.Y
      33 Whitehall Street, 21st Floor
      New York, NY 10004

Objections must be received by 4:00 p.m. EST on April 18, 2008.  
The hearing on the sale is scheduled for April 21, 2008, at 10:00
a.m.

Requests for information concerning the assets should be directed
to the Debtor's Counsel.

New York-based RichFx Inc. filed for chapter 11 bankruptcy on
March 18, 2008 (Bankr. S.D.N.Y. Case No. 08-10942).  Judge Robert
D. Drain presides the case.  Joseph Thomas Moldovan, Esq., at
Morrison Cohen LLP represents the Debtors in their restructuring
efforts.  The Debtor listed $1 million to $10 million when it
filed for bankruptcy.


RIVERSIDE PARK: S&P Attaches 'BB' Initial Rating on Class D Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Riverside Park CLO Ltd. and Riverside Park CLO Corp.'s
$438.75 million floating-rate notes due 2018.
     
The preliminary ratings are based on information as of April 8,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

  -- The transaction's cash flow structure, which was subjected to
     various stresses requested by Standard & Poor's;

  -- The collateral manager's experience; and

  -- The transaction's legal structure, including the issuer's
     bankruptcy remoteness.
   
                  Preliminary Ratings Assigned

                     Riverside Park CLO Ltd.
                     Riverside Park CLO Corp.
   
  Class                        Rating            Amount (million)
  -----                        ------            ----------------
  A                            AAA                     $380.25
  B                            A                        $32.50
  C                            BBB                      $13.00
  D                            BB                       $13.00
  Subordinated notes           NR                       $71.00
   
                          NR -- Not rated.


SAINT VINCENT: Court Expunges Cargill and Fair Harbor Claims
------------------------------------------------------------
At the behest of Saint Vincent Catholic Medical Centers and its
debtor-affiliates, the U.S. Bankruptcy Court for the Southern
District of New York disallowed and expunged:

   (a) two claims that are duplicative of other claims filed
       against the Debtors' estates:

       Claimant                         Claim No.  Claim Amount
       --------                         ---------  ------------
       Cargill Financial Services         3269         $258,207
       Fair Harbor Capital, LLC           1129            5,900

   (b) KT Trust's Claim No. 1479 for $32,850 because the Claim
       has been satisfied pursuant a Court-approved stipulation
       reducing and allowing proof of Claim No. 2490 filed by GFJ
       Construction Corp., doing business as Builders Group; and

   (c) N.S. Low & Co., Inc.'s Claim No. 3315 because it was filed
       after the Claims Bar Date.

The Court also allowed two claims in their reduced amounts:

   Claimant                    Claim No.    Reduced Claim Amt.
   --------                    ---------    -----------------   
   Homecare Concepts, Inc.       1790           $34,000
   KT Trust                      1565            96,523

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

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

As of July 31, 2007, Saint Vincent's balance sheet listed total
assets of $404,332,138, total liabilities $951,171,700, and total
net assets/equity deficit of $546,839,562.


SAINT VINCENT: Highland's Cross-Motion To Litigate Claims
---------------------------------------------------------
(melanie--cs)
Saint Vincent Catholic Medical Centers and its debtor-affiliates
asked the U.S. Bankruptcy Court for the Southern District of New
York to void the mechanics liens filed by Highland Associates,
P.C., and subsequently deem that certain properties subject to the
Liens are vested in the Debtors, free and clear of claims and the
Mechanics Liens.

In March 2006, Highland filed Claim No. 2517 for $80,369, and
Claim No. 2520 for $145,372, asserting that they are secured by
the mechanic liens.  The Court disallowed and expunged Claim No.
2517 because it had been previously satisfied; and Claim No. 2520
because it was not reflected in the Debtors' books and records.

Eduardo J. Glas, Esq., at McCarter & English, LLP, in New York,
contends that the Court should reconsider its order disallowing
Highland's Claims pursuant to Section 502(j) of the Bankruptcy
Code, which provides for the reconsideration "for a cause" of a
claim that has been allowed or disallowed.

Mr. Glas explains that Highland did not receive notifications
with respect to the Debtors' objection to the Highland Claims and
the Disallowance Order until the Debtors filed their motion to
void the Liens.  He adds that the Debtors failed to inform
Highland of the objection, despite Highland's inquiry with
respect to the Claims.  

Accordingly, Highland should be allowed reinstatement and
prosecution of its Claims since "lack of knowledge was not the
Claimant's fault," Mr. Glas asserts, citing In re National Credit
Union Administration v. Gray, 1 F.3d262,266 (4th Cir. 1993).

Until the Claims are adjudicated, the Debtors' request to void
Highland's liens should be either denied without prejudice or
adjourned to a later date, Mr. Glas tells Judge Adlai S. Hardin.

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

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

As of July 31, 2007, Saint Vincent's balance sheet listed total
assets of $404,332,138, total liabilities $951,171,700, and total
net assets/equity deficit of $546,839,562.


SANCON RESOURCES: Kabani & Company Raises Substantial Doubt
-----------------------------------------------------------
Kabani & Company, Inc., in Los Angeles raised substantial doubt
about Sancon Resources Recovery, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's accumulated deficit and negative working
capital.

At Dec. 31, 2007, the company's balance sheet showed $1,587,936 in
total assets, $1,527,190 in total liabilities, and $153,220 in
minority interest, resulting in a $140,593 stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $1,037,601 in total current assets available to pay
$1,527,190 in total current liabilities.

On August 15, 2007, the Company completed the acquisition of 70%
of the equity interest in Sancon Resources Recovery (Shanghai)
Co., Ltd by exercising its option to convert $200,000 of
convertible promissory note.

                         Subsequent Event

On March 10, 2008, the company issued 1,448,572 shares.  This
includes 1,000,000 shares, which were recorded as shares to be
issued as of Dec. 31, 2008.  The remaining 448,572 shares were
erroneously issued and to be cancelled.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2a01

Sancon Resources Recovery, Inc. (OTCBB: SRRY) --
http://www.sanconinc.com/-- is an industrial recycling company  
with operations based in Melbourne, Australia; Hong Kong (SAR);
and Shanghai, China.  Sancon aims to provide solutions to today's
soaring raw material cost for manufactures and assists in solving
environmental problems.


SASCO 2003-BC2: $168,460 Losses Cues S&P's 'D' Rating on Class B1
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B1 and M4 mortgage pass-through certificates from Structured
Asset Securities Corp.'s 2003-BC2.  S&p also affirmed its ratings
on three classes from the same series.
     
S&P downgraded class B1 to 'D' because it experienced a realized
loss of $168,460.82 during the February 2008 remittance period.   
The downgrade of class M4 reflects continuous adverse collateral
performance that erodes available credit support.  As of the March
2008 remittance period, cumulative losses were $21.183 million, or
7.69% of the original principal balance.  Serious delinquencies
(90-plus days, foreclosures, and REOs) were $4.756 million and
losses have consistently outpaced excess interest for 11 of the
past 12 most recent months.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the ratings at their
current levels.
     
Subordination, excess interest, and overcollateralization provide
credit support for this transaction.  At issuance, the collateral
backing the deals consisted of subprime fixed- and adjustable-rate
fully amortizing first-lien mortgage loans secured by one- to
four-family residential properties.  

                         Ratings Lowered

                 Structured Asset Securities Corp.
          Mortgage pass-through certificates series 2003-BC2

                               Rating
                               ------
                       Class To      From
                       ----- --      ----
                       B1    D       CCC
                       M4    CCC     B-         

                        Ratings Affirmed

                 Structured Asset Securities Corp.
          Mortgage pass-through certificates series 2003-BC2

                        Class    Rating
                        -----    ------
                        M1       AA
                        M2       A
                        M3       B


SCOTTISH RE: Inks LOI to Recapture Business Ceded to Ballantyne Re
------------------------------------------------------------------
On March 31, 2008, Scottish Re Group Limited, Scottish Re (U.S.)
Inc., Scottish Re Life (Bermuda) Limited, Scottish Re (Dublin)
Limited and Scottish Annuity & Life Insurance Company (Cayman)
Ltd. entered into a binding letter of intent with ING North
America Insurance Corporation, ING America Insurance Holdings
Inc., Security Life of Denver Insurance Company and Security Life
of Denver International Ltd.

Under the letter of intent, Security Life of Denver Insurance
Company consented to the recapture, in one or more transactions,
of a pro-rata portion of the business that had been ceded by
Scottish Re (U.S.) Inc. to Ballantyne Re plc, an orphan special
purpose vehicle incorporated under the laws of Ireland for the
purpose of collateralizing the statutory reserve requirements of
the Valuation of Life Insurance Policies Model Regulation XXX for
a portion of the business acquired by the company from Security
Life of Denver Insurance Company and Security Life of Denver
International Ltd. at the end of 2004.  

The Recaptures would extend to up to $375,000,000 of excess
statutory reserves on the subject business and would involve,
among other things, amendments to the coinsurance agreements
between Scottish Re (U.S.) Inc. and Security Life of Denver
Insurance Company.  The consent to the Recaptures is subject to
several conditions.  The Recaptures are primarily designed to
allow Scottish Re (U.S.) Inc. to continue to receive full credit
for reinsurance for the business ceded to Ballantyne.

Immediately following the consummation of each Recapture, Security
Life of Denver Insurance Company will recapture the Recaptured
Business from Scottish Re (U.S.) Inc. in exchange for
consideration from Scottish Re (U.S.) Inc. to Security Life of
Denver Insurance Company.  Security Life of Denver Insurance
Company will then cede the Recaptured Business to Security Life of
Denver International Ltd., which will cede the Recaptured Business
to Scottish Re Life (Bermuda) Limited.  

Scottish Re Life (Bermuda) Limited may cede the Recaptured
Business to either of Scottish Annuity & Life Insurance Company
(Cayman) Ltd. or Scottish Re (Dublin) Limited.

Security Life of Denver International Ltd. has agreed to provide,
or cause the provision of, one or more letters of credit in order
to provide Security Life of Denver Insurance Company with
statutory financial statement credit for the excess of the U.S.
statutory reserves associated with the Recaptured Business over
the economic reserves held in an account related thereto.  

The company will bear the costs of the Letters of Credit by paying
to Security Life of Denver Insurance Company a facility fee based
on the face amount of such Letters of Credit outstanding as of the
end of the preceding calendar quarter.  If certain conditions are
not satisfied by Dec. 31, 2008, or otherwise satisfied on or
before April 30, 2009, the facility Fee will be stepped up and the
company will pay a commitment fee for use of the facility.

Under the letter of intent, the parties also agreed to promptly
effect, following the completion of the first Recapture, an
assignment from Scottish Re (U.S.) Inc. to Security Life of Denver
Insurance Company, and the assumption by Security Life of Denver
Insurance Company, of all of Scottish Re (U.S.) Inc.'s rights and
obligations solely with respect to the reinsurance agreement and
reinsurance trust agreement previously entered into between
Scottish Re (U.S.) Inc. and Ballantyne, with the effect that
Security Life of Denver Insurance Company would be substituted for
Scottish Re (U.S.) Inc. as the ceding company under such
reinsurance agreement and as the beneficiary under the related
reinsurance trust account.  

Security Life of Denver Insurance Company would not assume any
other rights or obligations of Scottish Re (U.S.) Inc. with regard
to Ballantyne.  The parties have agreed to use reasonable best
efforts to complete such transaction by June 30, 2008.

The LOI further provides that Security Life of Denver Insurance
Company's consent to any Recapture is subject to the condition
that the parties receive the consent (as necessary) of the
financial guarantors to the outstanding Ballantyne debt to the
assignment and assumption, and also that ING receive certain
regulatory approvals and explications.

                        About Scottish Re

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a      
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Ireland, Singapore, the United Kingdom and
the United States.  Its flagship operating subsidiaries include
Scottish Annuity & Life Insurance Company (Cayman) Ltd., Scottish
Re (U.S.) Inc., and Scottish Re Limited.

As of Sept. 30, 2007, the company's consolidated balance sheet
showed $13.372 billion in total assets, $11.939 billion in total
liabilities, $7.4 million in minority interest, $555.9 million in
convertible cumulative participating preferred shares, and
$869.3 million in total shareholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2008,
Moody's Investors Service downgraded the preferred stock debt
rating of Scottish Re Group Limited to Caa3 from B2, and the
insurance financial strength ratings of the company's core
insurance subsidiaries, Scottish Annuity & Life Insurance Company
Ltd. and Scottish Re Inc., were lowered to Ba3 from Baa3.  The
ratings were left on review for possible further downgrade,
continuing a review that had been initiated on February 15th.


SCOTTISH RE: Explores Sale of North America Life Reinsurance Biz
----------------------------------------------------------------
Scottish Re Group Ltd. disclosed in a regulatory filing with the
Securities and Exchange Commission dated April 4, 2008, that the
company's Board of Directors, in furtherance of its previously
announced strategy to develop opportunities to maximize the value
of the company's core competitive capabilities within the Life
Reinsurance North America Segment, has instructed management to
explore the possible sale of all or part of the business
constituting the Life Reinsurance North America Segment.

The company has retained Merrill Lynch to act as financial advisor
for this purpose.  

With respect to the sale of the Life Reinsurance International
Segment, the company retained Keefe, Bruyette & Woods to act as
its financial advisor.  

                        About Scottish Re

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a      
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Ireland, Singapore, the United Kingdom and
the United States.  Its flagship operating subsidiaries include
Scottish Annuity & Life Insurance Company (Cayman) Ltd., Scottish
Re (U.S.) Inc., and Scottish Re Limited.

As of Sept. 30, 2007, the company's consolidated balance sheet
showed $13.372 billion in total assets, $11.939 billion in total
liabilities, $7.4 million in minority interest, $555.9 million in
convertible cumulative participating preferred shares, and
$869.3 million in total shareholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2008,
Moody's Investors Service downgraded the preferred stock debt
rating of Scottish Re Group Limited to Caa3 from B2, and the
insurance financial strength ratings of the company's core
insurance subsidiaries, Scottish Annuity & Life Insurance Company
Ltd. and Scottish Re Inc., were lowered to Ba3 from Baa3.  The
ratings were left on review for possible further downgrade,
continuing a review that had been initiated on February 15th.


SCRANTON-LACKAWANNA HEALTH: S&P Gives Negative Outlook on Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services removed its rating on Scranton-
Lackawanna Health and Welfare Authority, Pennsylvania's
$35.2 million bonds, issued for Moses Taylor Hospital, from
Creditwatch, where it had been placed April 12, 2007, with
developing implications.  Standard & Poor's also affirmed its
'B-'rating on the bonds.  The outlook is now negative.
     
The Creditwatch removal reflects the failure of MTH's planned
affiliation with a local competitor, and its very weak financial
profile, highlighted by persistent operating losses at the system
level and very limited liquidity.  Standard & Poor's placed MTH on
CreditWatch in April 2007 pending an affiliation with Community
Medical Center.   The affiliation, which would have been funded
with $50 million from Blue Cross of Northeastern Pennsylvania, was
questioned by the attorney general's office with respect to
antitrust law violations and the parties are currently exploring
other opportunities.
     
The rating reflects continued operating losses generating weak
debt service coverage; thin liquidity highlighted by 21 days' cash
on hand; and location in a competitive, overcrowded market that is
not likely to be able to sustain three acute-care hospitals in
their current form.
     
MTH is one of three hospitals in Scranton, Pennsylvania and
competes in the Lackawanna County market with competitors that are
relatively close in size and are fighting for a fairly weak
market.  A key factor in the low volume growth is the local
demographics: Scranton's population, at 72,997, has declined
nearly 50% since before World War II.  Lackawanna County's
population has not declined as much as Scranton's, but at 208,800,
it is at best stable and well-below earlier decades' levels.
      
"The negative outlook reflects MTH's very thin liquidity position
and persistent operating losses," said Standard & Poor's credit
analyst Jessica Goldman.  "MTH needs to demonstrate continued
improved operations and an improvement in liquidity to provide
enough momentum to continue as a stand-alone hospital for the next
one to two years," added Ms. Goldman.
     
However, Standard & Poor's believes that the long-term prospects
for MTH to survive are in doubt, given its very weak financial
condition and the stronger condition of its two local competitors.


SEA CONTAINER: Gets Court's Nod to Enter Charter Termination Pacts
------------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Sea Containers Ltd. and its
debtor-affiliates to enter into two Charter Termination Agreements
in connection with the sale of SeaStreak America, Inc., and
Highlands Landing Corporation by non-debtor affiliate, Sea
Containers America, Inc., to New England Fast Ferries for
$3,000,000.

Upon consummation of the Agreements, the Charter Guarantees and
all other related obligations of SCL will be deemed terminated
and otherwise released in accordance with the terms of the
Agreements.

Judge Carey ruled that for the avoidance of doubt, nothing will
be deemed to:

    (i) alter or elevate the prepetition nature and priority of
        any claims asserted by CitiCapital Commercial Leasing
        Corporation and Chase Equipment Leasing, Inc., with
        respect to any obligations arising under the Charter
        Guarantees or the Charter Termination Agreements; or

   (ii) give rise to postpetition administrative claims with
        respect to those obligations.

Judge Carey maintained that with respect to the Debtors, the
Official Committee of Unsecured Creditors of Sea Containers Ltd.,
and the Official Committee of Unsecured Creditors of Sea
Containers Services Ltd., the Agreements and the sale of
SeaStreak America, Inc., will not prejudice any parties' rights
and defenses with respect to:

   -- the Services Agreement dated August 18, 1989, between SCL
      and SCSL, to the extent applicable;

   -- the final determination of the existence, amount and
      treatment of any related or underlying inter-company
      claims; and

   -- the appropriate allocation of any proceeds, costs or
      obligations.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Court gave the Debtors until April 15, 2008 to file
a plan of reorganization.  (Sea Containers Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Contrarian, et al. Wants March 5 Subpoenas Quashed
------------------------------------------------------------------
Bondholders Contrarian Capital Advisors, LLC, J.P. Morgan
Securities Inc., Credit Trading Group, Post Advisory Group, LLC,
Trilogy Capital LLC, and Varde Investment Partners, L.P., ask the
U.S. Bankruptcy Court for the District of Delaware to quash
certain subpoenas dated March 5, 2008, served by the Official
Committee of Unsecured Creditors of Sea Containers Services Ltd.

In the alternative, the Bondholders seek a protective order
pursuant to Rule 45(c)(3) of the Federal Rules of Civil Procedure,
made applicable by Rule 9016 of the Federal Rules of Bankruptcy
Procedure.

The Debtors had asked the Court to approve their proposed
settlement with the SCSL Committee, and the Trustees of the 1983
and 1990 Pension Schemes.

Neal J. Levitsky, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, relates that the Official Committee of Unsecured
Creditors of Sea Containers Ltd. has indicated that it will
object to the Settlement Request, and accordingly, has served
document requests and deposition notices on the Settlement
Parties.  He notes that the SCSL Committee, but not the Pension
Schemes, has also served discovery requests on the SCL Committee.

Mr. Levitsky discloses that the Bondholders' counsel has attended
the Settlement negotiations, but the Bondholders have not
formally objected to the Settlement, filed any pleadings or
participated in any discovery.  Yet, the SCSL Committee served
each of the Bondholders with separate Subpoenas, seeking
extensive document productions and depositions under Rule
30(b)(6) of the Federal Rule of Civil Procedure on 17 separate
topics.

The Bondholders assert that the discovery requests "overwhelmingly
appear to relate" to communications between them and others
concerning the Settlement or the Settlement Request, including:

   -- communications related to the claims asserted by the
      Pension Schemes, analyses and valuations of the Pension
      Claims, and the application of prudent investor discount
      rate;

   -- documents, expert reports, and other evidence, on which the
      Bondholders would rely if they file an objection to the
      Settlement Request;

   -- documents concerning communications between the Bondholders
      and The Pensions Regulator; and

   -- communications between the Bondholders, the Debtors, the
      SCL Committee, or any of the Debtors' DIP Lenders
      concerning whether the SCSL Committee violated the
      automatic stay.

In addition, the Subpoenas seek information related to the SCSL
Committee's request for compliance under Rule 2019(a) of
the Federal Rules of Bankruptcy Procedure, including documents
and deposition testimony concerning amounts of the Bondholders'
claims or interests and notes, the jurisdiction in which the
account holding the notes is located, and the name of the
beneficial holders of the notes, among other things.

Mr. Levitsky contends that the discovery sought by the SCSL
Committee is improper, and the Court should quash the Subpoenas
or enter a Protective Order.  He argues that it is unclear what
litigation value, if any, is gained from the pursuit of extensive
and costly discovery from third-party creditors like the
Bondholders, regarding a decision that the Debtors have made and
must justify.  He further notes that the Bondholders are not
parties to the Settlement, and cannot provide evidence as to why
the Debtors believe the Settlement is a reasonable one.

The extensive discovery sought by the Subpoenas is not only
irrelevant, it will also impose substantial burden and costs on
the Bondholders, Mr. Levitsky tells the Court.  He points out
that the Subpoenas were served by the SCSL Committee, which is
not a party to the Settlement Request, or even a creditor of the
SCL bankruptcy estate.  Therefore, he says, the SCSL Committee
can demonstrate no proper reason or legal basis to seek
discovery.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Court gave the Debtors until April 15, 2008 to file
a plan of reorganization.  (Sea Containers Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SECURITY CAPITAL: Fitch Take Rating Actions on XLCA Insured Bonds
-----------------------------------------------------------------
Fitch Ratings has taken various rating actions on eight U.S.
asset-backed securities bonds wrapped by XL Capital Assurance
Inc., which is a subsidiary of Security Capital Assurance Ltd.
SCA.  The revisions are based upon the performance of each
transaction, current credit enhancement as well as the financial
and legal structure.  The downgrades are based on the guaranty of
XLCA, recently downgraded by Fitch.

Initially, all classes were rated 'AAA' based solely on the
financial guaranty provided by XCLA.  As a result, upon Fitch's
downgrade of XLCA on Jan. 24, 2008 to 'A' and placement on Rating
Watch Negative, each ABS transaction was downgraded accordingly.   
Subsequently, on March 26, 2008, XLCA's IFS rating was again
downgraded to 'BB' with a Negative Outlook.  Following the most
recent downgrade, the ratings on all XLCA insured ABS transactions
remained at 'A' and on Rating Watch Negative to review the
underlying ratings of each transaction.

Based upon its review of each transaction's performance and credit
enhancement absent the XLCA policies, Fitch has determined that a
revised rating is appropriate on several transactions.  Even
though this revised rating does not rely on the XLCA guaranty,
XLCA remains obligated to insure timely interest and ultimate
principal payments to the bondholders.

Consistent with Fitch's policy in other structured finance
sectors, in the event that a transaction's underlying rating is
higher than the insurer's current Insurer Financial Strength
rating, the Fitch rating will be based on the underlying rating
rather than the insurer's IFS rating.  Alternatively, if the
underlying rating is lower than the insurer's current IFS rating,
the Fitch rating will be based on the insurer's IFS rating rather
than the underlying rating.

As a result of the review, Fitch has revised the ratings of these
transactions and removed them from 'Rating Watch Negative' based
on the insurers IFS rating:

Auto loan ABS:

AmeriCredit Automobile Receivables Trust 2005-A-X

  -- Class A-4 revised to 'AA-' from 'A'.

AmeriCredit Automobile Receivables Trust 2007-A-X

  -- Class A-2 downgraded to 'BBB' from 'A';
  -- Class A-3 downgraded to 'BBB' from 'A';
  -- Class A-4 downgraded to 'BBB' from 'A'.

Rental car ABS:

Rental Car Finance Corp., Series 2005-1

  -- Class A-1 revised to 'BB' from 'A';
  -- Class A-2 revised to 'BB' from 'A'.

Equipment lease ABS:

LEAF II Receivables Funding LLC, Series 2007-1

  -- Class A-2 revised to 'A' from 'A'/Rating Watch Negative;
  -- Class A-3 revised to 'A' from 'A'/Rating Watch Negative.


SIRVA INC: Files Supplements to Chapter 11 Plan
-----------------------------------------------
As supplements to their Chapter 11 Plan of Reorganization, Sirva
Inc. and its debtor-affiliates delivered to the U.S. Bankruptcy
Court for the Southern District of New York:

   -- A schedule of their rejected executory contracts and
      unexpired leases, a copy of which is available at no charge
      at:

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

   -- A nonexclusive list of retained causes of action, a copy
      which available at no charge at:

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

   -- A list of the seven individuals who will serve as directors
      of the Reorganized Debtors after the confirmation of the
      Plan:  

      (a) Kevin I. Dowd, chairman and managing principal of
          Berkeley Square Advisors;

      (b) Douglas C. Laux, chief financial officer of Remy
          International;

      (c) Frances M. Scricco, president of Avaya Global Services
          and Avaya Inc.;

      (d) Jeffrey A. Sell, former managing director of J.P.  
          Morgan Chase;

      (e) Mark Sotir, managing director of Equity Group
          Investments;

      (f) Anthony DiSimone, managing partner of Aurora Resurgence
          Management Partners LLC; and

      (g) Individual to be appointed pursuant to a stockholder's
          agreement.

      Moreover, nine persons propose to serve as officers of
      the Reorganized Debtors:

      (a) Robert W. Tieken, president and chief executive
          officer;

      (b) James J. Bresingham, senior vice-president and chief
          executive officer;

      (c) Timothy Callahan, senior vice-president for global
          sales;

      (d) Douglas V. Gathany, treasurer, and senior vice-
          president for investor relations;

      (e) Rene C. Gibson, senior vice-president for human     
          resources;

      (f) Michael B. MacMahon, president of Global Relocation
          Services;

      (g) Daniel F. Mullin, chief accounting officer;

      (h) Eryk J. Spytek, senior vice-president, general counsel,
          and secretary; and

      (i) Michael T. Wolfe, president of Moving Services North
          America.

   -- An Amended and Restated Certificate of Incorporation of
      Reorganized SIRVA, as well as its Amended and Restated By-
      Laws.

      A full-text copy of the Amended and Restated Certificate of
      Incorporation of Reorganized SIRVA is available for free
      at:

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

      A full-text copy of the Amended and Restated By-Laws of    
      Reorganized SIRVA is available for free at:

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

                        Credit Agreements

The Debtors have included, as exhibits to their Plan, their
amended and restated Debtor-in-Possession Credit Agreement.

The Debtors' DIP Credit Agreement contains an option for the
Debtors to convert the DIP Financing into an exit financing
facility after they exit Chapter 11.

The Exit Credit Agreement provides that upon satisfaction of
certain conditions, the loans made under the DIP Credit
Agreement, as well as other commitments of the DIP Lenders, will
be converted to an exit financing facility for the Debtors on the
the Effective Date of the Debtors' Plan.

A full-text copy of the Debtors' Exit Credit Agreement is
available for free at:

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

With respect to the Debtors' Prepetition Credit Agreement with
certain lenders, the Debtors also propose to convert the loans
made under the Prepetition Credit Agreement, as well as other
commitments of the Prepetition Lenders, to an exit financing
facility for the Debtors on the the Effective Date of the
Debtors' Plan.

A full-text copy of the Debtors' Second Lien Credit Agreement is
available for free at

  http://bankrupt.com/misc/SIRVAPlan2ndLienCreditAgreement.pdf

Pursuant to the Credit Agreements, the Debtors have also filed
their intercreditor agreement with JPMorgan Chase Bank, N.A., as
administrative agent, and each of the Loan Parties.

A full-text copy of the Intercreditor Agreement is available for
free at

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

                  Registration Rights Agreement

In connection with the acquisition of the Debtors' common stock
pursuant to the Plan, each original holder will own the number of
shares specified in a registration rights agreement.  To induce
the original holder to vote in favor of the Plan, the Debtors
will register the Registrable Common Stock under the Securities
Act of 1933, as amended.

A full-text copy of the Registration Rights Agreement is
available for free at

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

The Debtors have also included, as an exhibit to their Plan, the
Stockholders' Agreement, to be entered into among the Debtors,
their Creditors, the management stockholders, the directors,
stockholders, and other parties-in-interest.

A full-text copy of the Stockholders' Agreement is available for
free at

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

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


SOLSTICE ABS: Two Classes of 2038 Notes Get Moody's Junk Ratings
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Solstice ABS CBO II, Ltd.:

Class Description: $237,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2038

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

Class Description: $96,000,000 Class A-2 First Priority Senior
Secured Floating Rate Term Notes due 2038

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

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

Class Description: $66,500,000 Class B Second Priority Senior
Secured Floating Rate Notes due 2038

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

Additionally, Moody's downgraded these notes:

Class Description: $22,000,000 Class C Mezzanine Floating Rate
Notes due 2038

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

Class Description: $7,500,000 Preference Shares due 2038

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

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


SOMERSET INT'L: WithumSmith+Brown Raises Substantial Doubt
----------------------------------------------------------
WithumSmith+Brown, P.C., in Somerville, N.J., raised substantial
doubt about Somerset International Group, Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the company's net
losses for the years ended Dec. 31, 2007, and 2006, accumulated
deficit, utilized net cash in operating activities, and negative
working capital.

For the year ended Dec. 31, 2007, the company posted a $1,484,332
net loss on $3,879,312 of total revenues as compared with a
$1,137,359 net loss on $1,740,391 of total revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $6,908,443 in
total assets, $6,578,053 in total liabilities, and $330,390 in
total stockholders' equity.

The company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $1,903,814 in total current assets available to pay
$2,882,634 in total current liabilities.

The company had an accumulated deficit of $31,042,252 as of
Dec. 31, 2007.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2a17

Based in Bedminster, N.J., Somerset International Group, Inc.
(OTCBB: SOSI) -- http://www.somersetinternational.com/-- formerly  
known as ORS Automation, Inc., ceased conducting operations
effective Dec. 31, 2001.  The decision to cease operations was
made after the company's two principal customers, who accounted
for substantially all of its sales, canceled all orders for its
products.  The company's current activity is to acquire profitable
and near-term profitable, private, small and medium sized
businesses that provide proprietary security products and
solutions for people and enterprises –- from personal safety to
information security –- and to act as a holding company for those
entities.

The company acquired Secure Systems Inc., Meadowlands Fire,
Safety, and Electrical Supply Co., Vanwell Electronics Inc., and
Fire Control Electrical Systems Inc.  These companies provide
wireless security products and services, and specialize in the
distribution, sale, installation and maintenance of fire and
security equipment and systems that include fire detection, video
surveillance, and burglar alarm equipment.


SPECIALTY UNDERWRITING: S&P Downgrades Ratings on 26 Cert. Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 26
classes of mortgage loan asset-backed certificates from nine
Specialty Underwriting and Residential Finance Trust series.   
Thirteen of the classes were downgraded to speculative-grade from
investment-grade.  In addition, S&P affirmed the ratings on 24
other classes from five Specialty Underwriting and Residential
Finance Trust series.
     
These table shows the current performance data for the nine
downgraded series.  

                        Performance Data

                           Cumulative        
                           realized          Severe
       Series              losses (i)        delinquencies (ii)  
       ------              ----------        ------------------
       2003-BC3            1.99%              8.53%
       2003-BC4            1.37%              5.98%
       2004-BC2            1.76%             12.72%
       2004-BC3            1.60%             10.96%
       2004-BC4            1.08%             16.58%
       2005-AB3            1.48%             15.00%
       2005-BC1            2.69%             23.17%
       2005-BC2            2.85%             26.01%
       2005-BC4            2.84%             27.75%

           (i) As a percentage of original pool balance.
           (ii) As a percentage of current pool balance.

                                 
                          Current pool balance        Months
      Series              (original pool balance)     seasoned
      ------              -----------------------     --------
      2003-BC3            11.68%                       54
      2003-BC4            12.72%                       51
      2004-BC2            16.42%                       45
      2004-BC3            17.10%                       41
      2004-BC4            18.91%                       39
      2005-AB3            47.72%                       27
      2005-BC1            21.65%                       36
      2005-BC2            25.25%                       34
      2005-BC4            45.80%                       27
     
The downgrades reflect the erosion of credit support caused by a
reduction in subordination.  The reduced subordination is due to
the fact that monthly losses have exceeded excess interest,
resulting in the deterioration of overcollateralization (O/C).  At
the current loss levels, current and projected credit support
percentages are not sufficient to support the ratings at their
previous levels.
     
The dollar amount of loans in the delinquency pipeline in many of
the transactions strongly suggests that the trend of realized
losses generally outpacing excess interest will continue, further
compromising credit support.
     
The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings despite the negative
trends in the underlying collateral of many of the transactions.  
     
Subordination, O/C, and excess spread provide credit support for
all of the affected deals.  The collateral for these transactions
primarily consists of subprime, adjustable- and fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties.  
  
                         Ratings Lowered

        Specialty Underwriting and Residential Finance Trust
              Mortgage loan asset-backed certificates


                                             Rating
                                             ------
                 Series          Class   To           From
                 ------          -----   --           ----
                 2003-BC3        M-3     A-           A
                 2003-BC3        B-1     B            BB
                 2003-BC3        B-2     CCC          B
                 2003-BC3        B-3     D            CCC
                 2003-BC4        B-1     BBB          BBB+
                 2003-BC4        B-2     B            BBB
                 2003-BC4        B-3     CCC          BBB-
                 2004-BC2        B-2     BB+          BBB-
                 2004-BC3        B-3     BB+          BBB
                 2004-BC4        M-2     AA-          AA
                 2004-BC4        M-3     BBB          AA-
                 2004-BC4        B-1     BB           A+
                 2004-BC4        B-2     BB-          A
                 2004-BC4        B-3     B            A-
                 2005-AB3        M-6     BBB          A-
                 2005-AB3        B-1     BB           BBB+
                 2005-BC1        B-1     BBB          BBB+
                 2005-BC1        B-2     BB           BBB
                 2005-BC1        B-3     B            BBB-
                 2005-BC2        B-2     BBB-         BBB
                 2005-BC2        B-3     B            BBB-
                 2005-BC2        B-4     CCC          BB+
                 2005-BC4        M-4     A            A+
                 2005-BC4        M-5     BB+          A
                 2005-BC4        M-6     BB-          A-
                 2005-BC4        B-1     B-           BB


                         Ratings Affirmed

        Specialty Underwriting and Residential Finance Trust
              Mortgage loan asset-backed certificates

                 Series          Class            Rating
                 ------          -----            ------
                 2003-BC3        A                AAA
                 2003-BC3        S                AAA     
                 2003-BC3        M-1              AAA     
                 2003-BC3        M-2              AA     
                 2003-BC4        A-3B             AAA     
                 2003-BC4        M-1              AA+     
                 2003-BC4        M-2              A
                 2003-BC4        M-3              A-     
                 2004-BC2        A-1              AAA
                 2004-BC2        A-2              AAA
                 2004-BC2        M-1              AA
                 2004-BC2        M-2              A
                 2004-BC2        M-3              A-
                 2004-BC2        B-1              BBB
                 2004-BC3        A-2C             AAA     
                 2004-BC3        M-1              AA+
                 2004-BC3        M-2              AA-
                 2004-BC3        M-3              A+
                 2004-BC3        B-1              A-
                 2004-BC3        B-2              BBB
                 2004-BC4        A-1A             AAA     
                 2004-BC4        A-1B             AAA     
                 2004-BC4        A-2C             AAA
                 2004-BC4        M-1              AA+


SS&C TECHNOLOGIES: S&P Upgrades Rating to 'B+' on Improved Metrics
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Windsor, Connecticut-based SS&C Technologies Inc. to
'B+' from 'B', following improved operating trends and financial
metrics.  The outlook is stable.
     
At the same time, Standard & Poor's raised its issue-level ratings
on SS&C's senior secured financing and senior subordinated notes.   
The issue-level rating on the company's $350 million senior
secured credit facility was raised to 'BB-' (one notch above the
corporate credit rating) from 'B+'.  The recovery rating remains
unchanged at '2', indicating the expectation for substantial
(70% to 90%) recovery in the event of a payment default.  The
senior secured financing consists of a $275 million term loan due
2012 and a $75 million revolving credit facility due 2011.  S&P
also raised its issue-level rating on the company's $205 million
senior subordinated notes to 'B-' (two notches below the corporate
credit rating) from 'CCC+'.  The recovery rating remains unchanged
at '6', indicating the expectation for negligible (0% to 10%)
recovery in the event of a payment default.
     
"The ratings on SS&C reflect the company's high leverage,
acquisitive growth strategies, and dependence on financial
services information technology spending," said Standard & Poor's
credit analyst David Tsui.  "These factors are offset partially by
the currently favorable outsourcing environment, as well as the
company's recurring revenue base and good profitability and cash
flow generation."
     
SS&C provides software and outsourcing services to the financial
services industry, focusing on portfolio management and trading
systems.


SUNCOM WIRELESS: Moody's Raises Rating to 'B2' on T-Mobile Merger
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Suncom Wireless Inc. to B2 with a stable outlook from Caa1
following completion of the acquisition of Suncom by T-Mobile USA,
Inc., a subsidiary of Deutsche Telekom AG ("DT", A3 under review
for possible downgrade).

The ratings upgrade reflects Moody's view that the acquisition of
Suncom by T-Mobile materially enhances Suncom's standalone credit
profile despite the fact that neither T-Mobile or DT will
guarantee any of Suncom's debt obligations.  The magnitude of the
rating's lift has been capped at two notches based on Moody's
published methodology to rating non-guaranteed subsidiaries.

Concurrent with this rating action, Moody's upgraded the various
instrument ratings of Suncom pursuant to Moody's loss-given-
default methodology.  Finally, Moody's said it will withdraw all
ratings for Suncom as the bank debt has been repaid and no future
standalone financial information on Suncom will be available.   
Moody's believes T-Mobile is likely to redeem Suncom's senior
unsecured notes once they are callable in June 2008.  This
concludes the ratings review commenced when the acquisition
agreement between T-Mobile and Suncom was announced in September
2007.

Upgrades:

Issuer: Suncom Wireless, Inc

  -- Probability of Default Rating, Upgraded to B2 from Caa1

  -- Corporate Family Rating, Upgraded to B2 from Caa1

  -- Senior Subordinated Regular Bond/Debenture, Upgraded to Caa1,
     LGD6 - 96% from Caa3, LGD6 - 96%

  -- Senior Secured Bank Credit Facility, Upgraded to Ba2, LGD1-
     8% from B1, LGD1- 8%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B3,
     LGD4- 63% from Caa2, LGD4- 63%

Outlook Actions:

Issuer: Suncom Wireless, Inc

  -- Outlook, Changed To Stable From Positive

Headquartered in Berwyn, Pennsylvania, Suncom Wireless, Inc. is a
regional wireless telecommunications service provider operating in
the southeastern US and Puerto Rico.  Suncom is a wholly-owned
subsidiary of Suncom Wireless Holdings, Inc.

Headquartered in Bonn, Deutsche Telekom is the leading provider of
wireline and wireless telephony services in Germany.  It is also
one of the leading international providers of wireless services.   
DT is currently 31.70% government-owned (14.83% directly and
16.87% through state-owned investment vehicle KfW).


TABS 2005-4: Three Classes of 2045 Notes Get Moody's Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by TABS 2005-4, Ltd., and left on review for possible
further downgrade the rating of three of these classes.  The notes
affected by this rating action are:

Class Description: $264,000,000 Class A Senior Secured Floating
Rate Notes Due 2045

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

Class Description: $60,000,000 Class B Senior Secured Floating
Rate Notes Due 2045

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $30,000,000 Class C Senior Secured Floating
Rate Notes Due 2045

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa3, or review for possible downgrade

Class Description: $10,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2045

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

Class Description: $20,000,000 Class E Mezzanine Secured
Deferrable Floating Rate Notes Due 2045

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
March 19, 2008, as reported by the Trustee, of an event of default
described in Section 5.1(i) of the Indenture dated Jan. 26, 2006.

TABS 2005-4, Ltd., is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of the event of
default trigger.  Thus, the Senior Overcollateralization Ratio
without regard to clause (l) of the definition of Principal
Balance is less than 100%, as required in Section 5.1(i) of the
Indenture.

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

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


TAPESTRY PHARMA: Form 10K Filing Delay Cues Nasdaq Delisting
------------------------------------------------------------
Tapestry Pharmaceuticals Inc. received a letter from the Nasdaq
Stock Market formally notifying it that Nasdaq has not received
Tapestry's Form 10-K for the period ended Jan. 2, 2008, as
required by Marketplace Rule 4310(c)(14) and that unless appealed,
trading in Tapestry's common stock will be suspended.

Tapestry does not intend to appeal this determination.  As a
result, trading of Tapestry's common stock will be suspended at
the opening of business on April 11, 2008, and a Form 25-NSE will
be filed with the Securities and Exchange Commission, which will
remove its securities from listing and registration on the Nasdaq
Stock Market.
    
Nasdaq has advised Tapestry that Tapestry's common stock will not
be immediately eligible to trade on the OTC Bulletin Board or the
"Pink Sheets"; however, it may become eligible if a market maker
makes application to register in and quote it in accordance with
SEC Rule 15c2-11 and such application is cleared.

Tapestry is attempting to work out settlements with its creditors
at this time, but there is no assurance that Tapestry will be
able to avoid bankruptcy.

Based in Boulder, Colorado, Tapestry Pharmaceuticals Inc. --
http://www.tapestrypharma.com/-- develops proprietary therapies
for the treatment of cancer.  The company is also actively engaged
in evaluating new therapeutic agents and/or related technologies.  
The company has no revenue and it has incurred significant
operating losses since inception.

At Sept. 26, 2007, the company's balance sheet showed total assets
of $11.888 million, total liabilities of $3.671 million and total
stockholders' equity of $8.217 million.


TEEVEE TOONS: Creditors Panel Taps Sonnenschein Nath as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Teevee
Toons Inc.'s bankruptcy case seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Sonnenschein Nath & Rosenthal LLP as its bankruptcy counsel.

As the Committee's counsel, Sonnenschein Nath will primarily
advise the Committee of its rights, duties and powers, as well as
assist and advise the Committee in its consultations with the
Debtor with respect to the administration of this Chapter 11 case.

The current hourly rates charged by Sonnenschein Nath are:

          Partners/Of Counsel         $265-$855 per hour
          Associates                  $190-$590 per hour
          Paraprofessionals           $120-$300 per hour

Attorneys who are currently expected to have primary
responsibility for providing services to the Committee and their
hourly rates are:

          Carole Neville, Esq.        $740 per hour
          Sarah Chenetz, Esq.         $670 per hour
          Michael Carney, Esq.        $410 per hour

Carole Neville, Esq., a member at Sonnenschein Nath, attests that
the firm neither holds nor represents any interest adverse to the
Debtor or their estates, and that no member of the firm has been,
within two years from the date of the Debtor's petition, a
director, officer or employee of the Debtor as specified in
subparagraph(B) of Section 101(14) of the bankruptcy code.

Headquartered in New York City, TEEVEE Toons Inc. dba T.V.T.
Records --  http://www.tvtrecords.com/-- is an American record   
label.  The Debtor filed for Chapter 11 petition on Feb. 19, 2008
(Bankr. S. D. N.Y. Case No.: 08-10562.)  Alec P. Ostrow, Esq. at
Stevens & Lee, P.C. represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of between $10 million and
$50 million.


TOURO COLLEGE: Moody's Withdraws 'Ba1' Ratings on 1999A Bonds
-------------------------------------------------------------
Moody's Investors Service has withdrawn its Ba1 long-term rating
assigned to Touro College's bonds, including the Series 1999A
bonds issued by the New York City Industrial Development Agency
and the Certificates of Participation (1999) issued through the
City of Vallejo, CA.

The ratings have been withdrawn due to the defeasance of the
College's obligation under the indentures.  The College no longer
has any debt with a Moody's rating based on its own credit
quality.


TROPICANA ENT: Moody's Slashes Probability of Default Rating to Ca
------------------------------------------------------------------
Moody's Investors Service downgraded Tropicana Entertainment's
probability of default rating to Ca from Caa3, and upgraded the
senior secured first lien bank loan ratings to B3 from Caa2.

The downgrade reflects the greater probability the Company will be
unable to cure a technical default under its senior subordinate
note indenture, the likelihood additional technical defaults could
be triggered by Tropicana's failure to file its Form 10-K, as well
as the challenging operating environment that puts into question
the Company's ability to meet the June 2008 interest payment on
its senior subordinated notes.

Moody's changed its 50% standard family recovery rate assumption
to 65% based upon a fundamental company valuation approach.  The
higher family recovery rate assumes a value of approximately
$1.46 billion for the Company's assets which equates to an
approximate 5.5 times multiple of trailing EBITDA.  The upgrade of
the first lien term loan reflects improved recovery prospects due
to the implementation of a higher estimated family recovery rate
and Moody's assumption that the revolving credit facility will
remain unavailable to the company resulting in a lower amount of
senior secured first lien debt outstanding.

On Tuesday, April 3, 2008, the New Jersey Gaming Control
Commission denied the state appointed Trustee's request to
transfer title of the Atlantic City property back to Adamar.  The
NJGCC's decision jeopardizes the company's ability to cure the
technical default that exists under section 4.06 (Asset
Dispositions) of the senior subordinate note indenture by the
required April 20th deadline.  Moody's notes Tropicana has a
motion pending before the Delaware Chancery Court that seeks to
excuse its obligation to cure this technical default; the outcome
of this proceeding is difficult to predict.

Tropicana's ratings remain on review for further downgrade given
the number of near-term events that could trigger a default, a
distressed debt exchange, or bankruptcy filing.  The review will
focus on the company's negotiations with it lenders, progress with
planned assets and operating performance.

Moody's also downgraded Tropicana Las Vegas Resort & Casino LLC's
CFR to Caa2 from Caa1and its PDR to Ca from Caa3 because the
probability of default is correlated with that of Tropicana.  As a
result of a higher probability of default, the rating of Trop Las
Vegas' senior secured credit facility was downgraded to Caa2 from
Caa1.  If an event of default under Tropicana's senior subordinate
notes causes the holders thereof to accelerate, it would trigger a
default under Tropicana's senior credit facilities.  If the senior
lenders accelerate, it may also cause an event of default under
the Trop Las Vegas term loan.

Tropicana Entertainment LLC

These ratings were downgraded and remain on review for possible
downgrade:

  -- Probability of Default Rating to Ca from Caa3

These ratings were upgraded and remain on review for possible
downgrade:

  -- First lien senior secured revolving credit facility to B3
from Caa2.

  -- First lien senior secured term loan to B3 from Caa2.

These ratings remain on review for possible downgrade:

  -- Corporate Family Rating at Caa3

  -- Senior Subordinate notes at Ca

Tropicana Las Vegas Resort and Casino, LLC

These ratings were downgraded and remain on review for possible
downgrade:

  -- Corporate Family Rate to Caa2 from Caa1

  -- Probability of Default Rating to Ca from Caa3

  -- First lien senior secured term loan to Caa2 from Caa1

Moody's last rating action occured on March 5, 2008 when
Tropicana's CFR was downgraded to Caa3 and Tropicana's Las Vegas'
CFR was downgraded to Caa1.

Tropicana Entertainment, headquartered in Kentucky, is a privately
owned gaming company that owns and operates eleven casino
properties, ten of which form the Restricted Group.  The
properties are located in Atlantic City, New Jersey, Baton Rouge,
Louisiana, and Vicksburg and Greenville, Mississippi, Laughlin and
Lake Tahoe, Nevada, Las Vegas, Nevada, and Evansville, Indiana.


VERTIS INC: Will Forgo Interest Payment on Second Lien Notes
------------------------------------------------------------
Vertis Inc. disclosed Monday that as part of its strategy to
preserve and enhance its near-term liquidity, on April 1, 2008,
the company elected to forego making a $17.1 million interest
payment on its 9¾% Senior Secured Second Lien Notes.  

Under the terms of the indenture governing the Second Lien Notes,
the company has a thirty-day grace period in which to make this
interest payment before it would be an event of default.  The
company may seek a waiver or deferral from the holders of the
Second Lien Notes and to the extent waivers or deferrals are not
received and the interest payments are not made within the thirty-
day grace period, it would be an event of default under the
indenture.

The company also disclosed that pursuant to a forbearance
agreement dated April 3, 2008, the lenders under the company's
four-year revolving credit agreement agreed to forbear from
exercising their right to not make any additional advances or
incur any additional letter of credit obligations under the credit
agreement until the earliest to occur of:

   (i) May 27, 2008,

  (ii) the failure of the company to satisfy certain borrowing
       availability conditions under the Credit Agreement or

(iii) the occurrence of certain other events described in the
       Forbearance Agreement.

The lenders also agreed to forbear during the Forbearance Period
from exercising certain of their other rights and remedies against
the company that may exist as a result of the company's failure to
make the interest payment on the Second Lien Notes.

                        About Vertis Inc.

Headquartered in Baltimore, Vertis Inc., doing business as Vertis
Communications -- http://www.vertisinc.com/-- is a provider of    
print advertising and direct marketing solutions to America's
leading retail and consumer services companies.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$528.2 million in total assets and $1.403 billion in total
liabilities, resulting in a $875.1 million total stockholders'
deficit.  

                          *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Deloitte & Touche LLP, in Baltimore, Maryland, expressed
substantial doubt about Vertis 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 has incurred recurring net
losses and is experiencing difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations.

As reported in the Troubled Company Reporter on April 3, 2008,
Standard & Poor's Ratings Services revised its CreditWatch
implications for its 'CC' corporate credit rating on Vertis Inc.   
to negative from developing following the company's announcement
that it had engaged a financial advisor to assist in a possible
debt exchange offering.

At the same time, Standard & Poor's lowered its ratings on
Vertis's $350 million senior secured second-lien notes and
$350 million senior unsecured notes to 'C' from 'CCC'.  The notes
remain on CreditWatch with negative implications, where they were
originally placed on April 4, 2007.


VERTIS INC: S&P Rating on 9.75% Senior Notes Tumbles to 'D' From C
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Vertis
Inc.'s 9.75% senior secured second-lien notes due 2009 to 'D' from
'C'.  S&P also lowered the corporate credit rating on the company
to 'SD' (selective default) from 'CC'.  These ratings were removed
from CreditWatch, where they were placed with negative
implications April 1, 2008.  The rating on Vertis' 10.875% senior
unsecured notes remains unchanged at 'C', and this rating is still
on CreditWatch with negative implications.
     
The rating actions stem from the company's announcement that it
has elected to forego making a $17.1 million interest payment on
the notes.  Vertis has a thirty-day grace period in which to make
this interest payment before it would be an event of default under
provisions of the indenture.  The company stated that it may seek
a waiver or deferral from the holders of the second-lien notes
prior to the end of the grace period.
      
"While a payment default has not occurred relative to the legal
provisions of the notes, we consider a default to have occurred
when a payment related to an obligation is not made, even if a
grace period exists, when the nonpayment is a function of the
borrower being under financial stress--unless we are confident
that the payment will be made in full during the grace period,"
explained Standard & Poor's credit analyst Liz Fairbanks.
     
Vertis also stated that bank lenders agreed to forbear from
exercising their right to not make any additional advances or
incur any additional letter of credit obligations under the
company's four-year revolving credit facility until the earliest
of:

     (1) May 27, 2008,

     (2) the failure of the company to satisfy certain borrowing
         availability conditions under its credit agreement, or

     (3) the occurrence of certain other events described in its
         forbearance agreement.


VICORP RESTAURANTS: Sec. 341(a) Creditors Meeting Set for May 2
---------------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
VICORP Restaurants Inc. and its debtor-affiliates' creditors at
10:00 a.m., on May 2, 2008, at the J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, 844 King Street, in Wilmington,
Delaware.

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 Denver, Colorado, VICORP Restaurants Inc. --
http://www.vicorpinc.com/-- operates family dining restaurants
under the Village Inn and the Bakers Square brands.  They also
operate three pie production facilities that produce premium pies
that are available in their restaurants or are sold to select
third-party customers including supermarkets and other restaurant
chains.  The company and its parent VI Acquisition Corp. filed
separate Chapter 11 petitions on April 3, 2008 (Bankr. D. Del.
Lead Case No. 08-10624).  

Donna L. Culver, Esq., at Morris, Nichols, Arsht & Tunnell, and
Kimberly Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq.,  
Richard A. Robinson, Esq., at Reed Smith LLP, represent the
Debotrs as bankruptcy counsels.  When the Debtors filed for
bankruptcy protection they each listed estimated assets and debts
of between $100 million to $500 million.


VICORP RESTAURANTS: Obtains Limited Access to Cash Collateral
-------------------------------------------------------------
The Hon. Kevin Gross of the United States Bankruptcy Court for the
District of Delaware authorized VICORP Restaurants Inc. and VI
Acquisition Corp. limited access to the cash collateral of Wells
Fargo Foothill Inc. and Ableco Finance LLC until July 10, 2008.

Judge Gross will convene a hearing on April 22, 2008, at 4:00
p.m., Prevailing Eastern Time, at 824 North Market Street in
Wilmington, Delaware, to consider final approval of the Debtors'
request.  Objections, if any, are due April 15, 2008.

Wells Fargo and Ableco are also the Debtors' postpetition facility
lenders.  The Debtors owed the prepetition lenders $22,732,088 in
the aggregate -- inclusive of outstanding letters of credit of
$7,365,139 -- pursuant to the prepetition financing documents.

The Debtors said they have an immediate need to use cash
collateral to continue to operate their business in the ordinary
course, pay wages and generally conduct their business affairs so
as to avoid immediate and irreparable harm to their estates and
the value of their assets.

As adequate protection to the limited access of cash collateral,
the prepetition liens will be subject and subordinate only to (i)
the DIP liens, (ii) any liens on the DIP collateral to which the
DIP liens are junior, and (iii) the carve-out for U.S. Trustee
fees, Clerk of Court fees, and bankruptcy professional fees.

A full-text copy of VICORP's Pro-Forma Weekly Cash Flow Forecast
is available for fee at http://ResearchArchives.com/t/s?2a1b

                     About VICORP Restaurants

Headquartered in Denver, Colorado, VICORP Restaurants Inc. and VI
Acquisition Corp. -- http://www.vicorpinc.com/-- owns and  
operates 306 restaurants in 25 states and were the franchisor for
93 restaurants operated under the name of Village Inn or Bakers
Square, as of April 1, 2008.  The Debtor closed 56 of their
company-owned restaurants before April 2, 2008, in attempt to
eliminate the underperforming locations.

The Debtors employed approximately 12,750 employees -- comprised
of 7,500 part-time workers and 5,250 full-time employees.  The
total personnel was reduced to 11,000 employees as of the Debtors'
bankruptcy filing, due primarily to the closure of the
restaurants.

The companies filed for Chapter 11 protection on April 3, 2008
(Bankr. D. Del. Lead Case No.08-10623).   Donna L. Culver, Esq.,
at Morris, Nichols, Arsht & Tunnell, and Kimberly Ellen Connolly
Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A. Robinson, Esq.,
at Reed Smith LLP, represent the Debtors in their restructuring
efforts.  

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million and
$500 million.


VIDEOTRON LTEE: Moody's Puts 'Ba2' Rating on $350 Mil. Sr. Notes
----------------------------------------------------------------
Moody's Investors Service rated Videotron Ltee's $350 million
senior unsecured note issue Ba2.  Videotron is a wholly-owned
subsidiary of Quebecor Media Inc., a diversified media company
whose corporate family rating is Ba3.  As part of the rating
action, QMI's CFR was affirmed along with the prevailing stable
outlook.  In addition, a speculative grade liquidity rating of
SGL-3, indicating adequate liquidity, was assigned.

Videotron plans to use the note proceeds to repay drawings under
its senior secured revolving credit facility with any excess being
for general corporate purposes.  Videotron is concurrently
increasing the size of its RTL to CN$575 million from
CN$450 million.  The amended facility will mature in April, 2012.

Moody's assesses these transactions as being initiated to ensure
that Videotron will have the financial resources with which to
finance a spectrum purchase and wireless network build-out should
it be a successful bidder in the pending auction of Canadian
Advanced Wireless Services spectrum.  At this juncture, it is not
certain that QMI will be a successful bidder, nor is the form of
the company's prospective participation certain; it may be limited
to a Quebec-only footprint or it could also involve licenses
outside of Quebec.  Similarly, the competitive environment is
subject to significant uncertainties as the AWS auction is likely
to cause margins to be somewhat suppressed relative to historic
norms.  There is also a potential change in the behavior of
Canada's largest telecommunications company as it is taken private
later this spring.  There are also the usual execution risks
related to a network build-out.  In short, there are a number of
contingencies that may or may not come to pass.

In contrast to this is the background of a company whose cash flow
has been expanding, and this trend may continue thereby providing
a significant positive factor that off-sets the potential impact
of the various contingencies.  Accordingly, at this juncture, the
financing transactions are neutral to both Videotron's and QMI's
credit profiles (with the exception of the LGD impact that sees
senior unsecured debt at operating companies repositioned at the
Ba2 rating level).  As the various contingencies are addressed,
should it appear that credit protection measures are likely to
deviate significantly from expectations for an extended period, it
may become necessary to reassess the outlook and CFR.  In the
interim, QMI's existing Ba3 CFR (which balances expectations of
volatile credit protection metrics and a lack of commitment to a
specific leverage target against strength provided by a
diversified portfolio of businesses that generate stable-to-
growing operating cash flow and average leverage in the +/- 4.0x
range) and stable outlook continue to be warranted.

Assignments:

Issuer: Videotron Ltee

  -- Senior Unsecured Regular Bond or Debenture, Assigned Ba2
    (LGD2, 29)

Issuer: Quebecor Media, Inc.

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Downgrades:

Issuer: Quebecor Media, Inc.

  -- Senior Secured Bank Credit Facility, Unchanged at B1, with
     the LGD assessment downgraded to (LGD5, 73) from (LGD4, 68)

  -- Senior Unsecured Regular Bond or Debenture, Unchanged at B2,
     with the LGD assessment downgraded to (LGD5, 89) from
     (LGD5, 88)

Issuer: Sun Media Corporation

  -- Senior Unsecured Regular Bond or Debenture, Downgraded to Ba2
     (LGD2, 29) from Ba1 (LGD2, 27)

Issuer: Videotron Ltee

  -- Senior Unsecured Regular Bond or Debenture, Downgraded to Ba2
     (LGD2, 29) from Ba1 (LGD2, 27)

Withdrawals:

Issuer: Sun Media Corporation

  -- Senior Secured Bank Credit Facility, Withdrawn, previously
     rated Baa3 (LGD1, 5)

While the new debt offering does not impact QMI's CFR (which is an
expression of expected loss), probability of default rate, or
expected family recovery rate, the transaction necessitates
adjustments to QMI's consolidated waterfall of liabilities.  With
the application of Moody's loss given default methodology, this
causes ratings of individual debt instruments in the QMI corporate
family to be adjusted.  Importantly, the combination of the new
senior unsecured debt issue and the upsized secured revolving
credit facility suggest there is an increased priority claim on
secured assets and, also, a larger pool of subsecquent unsecured
claims.  Consequently, senior unsecured debts issued at operating
companies are now rated Ba2 whereas they were previously Ba1.  As
the new Videotron debt issue is senior unsecured and issued by an
operating company, it is rated Ba2.

QMI's practice of arranging financing piece meal rather on a
consolidated basis implies that liquidity is not seen as a credit
strength.  This is especially the case at the parent holding
company since the receipt of dividends from operating companies is
conditional upon compliance with financial covenants and
restricted payments baskets.  Some CN$815 million of revolving
term loans are maintained in four separate legal entities.  

Moody's anticipates that each of the key operating subsidiaries
will be cash flow positive over the next few quarters (depending
upon Videotron's AWS spectrum and related network build-out).
While financial covenants are not public, given the FCF
expectations, it is unlikely they will limit access.  In addition
to positive operating cash flow and credit facility availability,
QMI could also divest of non-core assets to raise cash, but this
is not viewed as a strong likelihood.  The aggregate of these four
factors suggests that QMI's liquidity arrangements are adequate
for its needs.  Accordingly, an SGL-3 rating was assigned.

The rating action also included an administrative matter related
to Sun Media's bank credit facilities, which, for business
reasons, are no longer rated.

Headquartered in Montréal, Canada, Videotron is a wholly-owned
subsidiary of Quebecor Media Inc., a privately held leading
Canadian media holding company.  Videotron is focused in cable
distribution and the business, residential and mobile wireless
telecommunications businesses.


WASHINGTON MUTUAL: Moody's Gives Stable Outlook on $1.5BB Equity
----------------------------------------------------------------
Moody's Investors Service changed the outlook on Washington
Mutual, Inc. and Washington Mutual Bank to stable from negative
following the announcement that WaMu has entered into a definitive
agreement to raise $1.5 billion of common equity and $5.5 billion
of contingently convertible, perpetual non-cumulative preferred
stock.  The preferred stock will automatically convert into common
stock upon receipt of various approvals including approval of WaMu
shareholders.  The aggregate $7 billion investment is split
between TPG Capital, current WaMu institutional shareholders and
other investors.  Moody's expects the company to receive the
required shareholder approvals given the involvement of current
WaMu shareholders in the transaction.

The change in the rating outlook reflects Moody's view that the
capital raise of $7 billion provides sufficient cushion for the
company to maintain capital ratios which are greater than 100
basis points above the regulatory well capitalized minimums.   
Moody's expects this to hold throughout the current credit cycle
despite the large credit provisions WaMu will need to take in 2008
and 2009.

The previous negative outlook reflected concerns regarding;

     (1) WaMu's ability to raise sufficient capital, and

     (2) asset quality deterioration.

This capital raise addresses the first concern, and, although
asset quality is expected to be weak, the $7 billion amount should
provide sufficient cushion to absorb future losses.

"We view this capital raise as a positive for bondholders," said
Moody's Vice President and Senior Credit Officer Craig Emrick.   
Moody's expects lifetime provisioning needs of greater than
$12 billion on WaMu's residential mortgage portfolio.  We believe
the company's capital cushion created by this equity raise could
absorb provisioning needs of up to $18 billion.  However, if
residential mortgage provisioning needs are above Moody's worst
case expectations, the company could face an additional capital
shortfall and a ratings downgrade.

Moody's said that WaMu's investment grade rating is based on the
expectation that management will undertake prudent capital
management.  "Management actions that reduce the capital base
during this period of elevated provisioning would likely trigger a
downgrade," continued Mr. Emrick.

Moody's expects WaMu's financial performance to be poor throughout
2008 and 2009 as the company addresses credit costs related to its
mortgage exposure.  Moody's sees a low probability of upward
pressure on the rating over this period.

Outlook Actions:

Issuer: Bank United

  -- Outlook, Changed To Stable From Negative

Issuer: Providian Capital I

  -- Outlook, Changed To Stable From Negative

Issuer: Providian Financial Corporation

  -- Outlook, Changed To Stable From Negative

Issuer: Washington Mutual Bank

  -- Outlook, Changed To Stable From Negative

Issuer: Washington Mutual Bank FSB

-- Outlook, Changed To Stable From Negative

Issuer: Washington Mutual Capital I

  -- Outlook, Changed To Stable From Negative

Issuer: Washington Mutual Capital Trust 2001

  -- Outlook, Changed To Stable From Negative

Issuer: Washington Mutual Pfd Funding (Cayman) I Ltd

  -- Outlook, Changed To Stable From Negative

Issuer: Washington Mutual Preferred Funding Trust I

  -- Outlook, Changed To Stable From Negative

Issuer: Washington Mutual Preferred Funding Trust II

  -- Outlook, Changed To Stable From Negative

Issuer: Washington Mutual Preferred Funding Trust III

  -- Outlook, Changed To Stable From Negative

Issuer: Washington Mutual Preferred Funding Trust IV

  -- Outlook, Changed To Stable From Negative

Issuer: Washington Mutual, Inc.

  -- Outlook, Changed To Stable From Negative

Washington Mutual, Inc. is headquartered in Seattle, Washington,
and its reported assets at Dec. 31, 2007 were $328 billion.


WELLMAN INC: Court Approves Edwards Angell as Conflicts Counsel
---------------------------------------------------------------
Wellman Inc. and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Edwards Angell Palmer & Dodge LLP, as
conflicts and special counsel, nunc pro tunc to Feb. 22, 2008.

Edwards Angell Palmer & Dodge has acted as general corporate
counsel to the Debtors since 1985.  EAPD is entirely familiar
with the Debtors' businesses and operations.  Thus, the Debtors
have asked EAPD to continue to represent them as special general
corporate counsel in their Chapter 11 cases.

The Debtors believe that EAPD's proposed employment is in the
best interest of the Debtors, their estates and creditors.

EAPD is expected to render these services to the Debtors:

   a. advise on matters such as general corporate, tax, labor and
      employment, intellectual property, patent and trademark,
      and patent prosecution and defense, securities,
      environment, and  litigation;

   b. give assistance to Debtors in management and coordination
      of other litigation counsel;

   c. appear before courts to protect the interests of the
      Debtors' estates within the scope of EAPD's retention;

   d. act as bankruptcy conflicts counsel; and

   e. perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors.

The principal attorneys and paralegals to represent the Debtors  
and their rates are:

          Professional                  Hourly Rate
          ------------                  -----------
          D. Roger Glenn                   $630
          Shmule Vasser                    $625
          Stuart M. Brown                  $580
          James I. Rubens                  $575
          William E. Chapman, Jr.          $525
          Scott D. Wolfsy                  $525
          Patricia A. Sullivan             $525
          Douglas G. Gray                  $515
          Paul J. Labov                    $400
          Brian R. Pollack                 $390
          Mark D. Olivere                  $315
          Timothy D. Watson                $305
          Carolyn Fox                      $180

Other attorneys and paralegals who will be serving from time to
time are paid  at these rates:

        Title                            Hourly Rate
        -----                            -----------
        Partners                         $315 to $755
        Counsel                          $275 to $600
        Asscociates                      $125 to $480
        Legal Assistants/Paralegals       $90 to $265

The firm will also seek reimbursement of out-of-pocket expenses.

William Chipman Jr., a partner at EAPD, assures the Court that
the firm does not hold or represent any interest adverse to the
Debtors or their Chapter 11 cases, their creditors, or any other
party in this case.  Mr. Chipman says the firm is a
"disinterested person," as that term is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging        
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)     


WELLMAN INC: Wants Conway Del Genio as Restructuring Advisor
------------------------------------------------------------
Wellman Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Conway, Del Genio, Gries & Co., LLC, to provide
restructuring management services.

The Debtors selected CDG because of its long-standing reputation
in assisting companies through complex financial restructuring,
including Chapter 11 cases.  Since CDG was founded, it has  
advised on over 90 restructuring and interim management  
transactions.

In connection with the firm's retention, the Debtors also ask the
Court to appoint Michael F. Gries, a certified public accountant
at CDG, as their chief restructuring officer.  Mr. Gries has more
than 25 years of experience advising companies and creditors
on complex corporate reorganizations.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
says that the Debtors will default on their postpetition loan if
they do not employ a chief restructuring officer during their
Chapter 11 cases.  He explains that the retention of a CRO is  
one of the requirements to avail of the postpetition loan.

The Debtors' request for postpetition financing was approved by
the Court on an interim basis on Feb. 27, 2008.

Pursuant to the engagement letter dated March 12, 2008, Mr. Gries
will assist the Debtors' chief executive and financial officers,
and the rest of the senior management team in the restructuring
efforts.  Specifically, Mr. Gries will:

   (a) work with the Debtors in generating information and
       analyses required during the bankruptcy process, including
       cash flow projections, variance analyses, and collateral
       monitoring reports;

   (b) assist in preparing and presenting reports and    
       communications to the Court, the Debtors' lenders,  
       creditors and other parties-in-interest;

   (c) assist in evaluating strategic alternatives, including
       reviewing comparative analyses;

   (d) assist in addressing issues and in discussions with
       existing lenders, creditors and other parties in interest
       in connection with maintaining an ongoing dialogue aimed
       at consensus building regarding appropriate courses of
       action during the Chapter 11 process;

   (e) assist in the development, evaluation and negotiation of
       any potential restructuring transaction and reorganization
       plan;

   (f) assist in preparing reorganization plan and disclosure
       statement; and

   (g) provide expert testimony at hearings in the bankruptcy
       cases.

Mr. Gries will be assisted by CDG Vice-President Craig Cheng,  
and other personnel of the firm on an as-needed basis.

In exchange for CGD's services, the firm will be paid a $125,000
monthly fee, and will be reimbursed on a monthly basis for out-
of-pocket expenses it may incur in connection with its duties.
The Debtors will also indemnify the firm for any damages, losses,
among other things, that may result from working with the
Debtors.  The firm will not be indemnified, however, for damages
or losses resulting from its gross negligence and willful
misconduct.

The Debtors advise the Court that CDG will not be submitting
periodic fee applications since the firm is not being employed as
a professional under Section 327 of the Bankruptcy Code.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging        
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


WINDSWEPT ENVIRONMENTAL: Monthly Payments on Laurus Note Deferred
-----------------------------------------------------------------
On March 31, 2008, Windswept Environmental Group Inc. entered into
an Omnibus Amendment to Warrant, Waiver to Note and Lockup
Agreement with Laurus Master Fund Ltd., Valens Offshore SPV I
Ltd., Valens U.S. SPV I LLC and PSource Structured Debt Limited
and LV Administrative Services Inc., as agent for the benefit of
each of the Holders.

The Omnibus Amendment amends (i) the Amended and Restated Secured
Convertible Term Note, dated Sept. 29, 2006, and (ii) the Common
Stock Purchase Warrant, dated June 30, 2005, to purchase
13,750,000 shares of common stock of the company, each of which
were originally issued by the company in favor of Laurus.

Pursuant to the Omnibus Amendment, the Holders waived payment of
the monthly amount due under the Note on March 1, 2008, and
April 1, 2008.  The Deferred Amount will be payable by the company
no later than April 30, 2008.  In addition, the Holders waived
payment of $50,000 of the monthly amount due under the Note on
May 1, 2008, which will be payable by the company no later than
May 31, 2008.

The Omnibus Amendment also amends and extends the expiration date
of the Warrant from June 30, 2012, to June 30, 2022.

Pursuant to the Omnibus Amendment, each of PSource and Valen U.S.  
agreed, for the period commencing on the date of the Omnibus
Amendment and ending on the three month anniversary thereof, that
it will not:

   (i) sell, offer to sell, contract to sell, grant any option to
       purchase or otherwise transfer or dispose of, pledge,
       hypothecate or otherwise transfer, directly or indirectly,
       any Warrant Shares,

  (ii) establish or increase a put equivalent position or
       liquidate or decrease a call equivalent position with
       respect to any Warrant Shares,

(iii) enter into any swap or other arrangement that transfers to
       another person or entity, in whole or in part, any of the
       economic consequences of ownership of any Warrant Shares,
       whether such transaction is to be settled by delivery of
       Warrant Shares or such other securities, in cash or
       otherwise, or

  (iv) publicly announce any intention to effect any transaction
       specified in clause (i), (ii), or (iii) above.

A full-text copy of the Omnibus Amendment, dated March 31, 2008,
is available for free at http://researcharchives.com/t/s?2a13

                  About Windswept Environmental

Based in Bay Shore, New York, Windswept Environmental Group Inc.
(OTC BB: WEGI) through its subsidiaries, Trade-Winds Environmental
Restoration Inc. -- http://www.tradewindsenvironmental.com/-- and   
North Atlantic Laboratories Inc., provides the full range of
emergency/catastrophe response and environmental restoration
services.  

As reported in the Troubled Company Reporter on Feb. 26, 2008,
Windswept Environmental Group Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $10,368,999 in total assets, $12,799,496 in
total liabilities, and $1,300,000 in Series A redeemable
convertible preferred stock, resulting in a $3,730,497 total
stockholders' deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 22, 2007,
Holtz Rubenstein Reminick LLP expressed substantial doubt about
Windswept Environmental Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
pointed to the company's losses from operations, dependence on
outside financing, and stockholders' deficit.


WJ LANG: Court Dismisses Case Over "Accidental" Filing by Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona dismissed
the chapter 11 case of WJ Lang Construction, Inc. after it was
found out that the petition was filed accidentally by the Debtor's
counsel, Christie Smythe writes for the AzStarBiz in Tucson,
Arizona, citing court filings.

According to the court filings, the petition was not signed by the
founder of the construction firm, William J. Lang, report says.

Steven M. Cox, Esq., at Waterfall, Economidis, Caldwell, Hanshaw &
Villamana, PC told reporters "that he hadn't meant to file the
petition."

No comments was derived from the Debtor's side.

AzStarBiz relates that Mr. Lang is left to decide the course of
its company and debts amid the declining housing and financial
markets.

Tucson, Arizona-based WJ Lang Construction Inc. --
http://www.wjlangconstruction.com/-- provides construction  
management services, including commercial construction and
remodel, concrete construction, custom residential construction,
and comprehensive project planning and advising services.  It is a
family-owned and operated business founded by William J. Lang in
1979.  It filed for chapter 11 protection on March 27, 2008
(Bankr. D. Ariz. Case No. 08-03236).  Steven M. Cox, Esq., at
Waterfall, Economidis, Caldwell, Hanshaw & Villamana, PC is
counsel to the Debtors.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million and $10 million.  The
Debtor did not file a list of its largest unsecured creditors.


WORNICK COMPANY: Section 341(a) Meeting Scheduled on April 17
-------------------------------------------------------------
The U.S. Trustee for Region 9, will convene a meeting of creditors
in The Wornick Company's Chapter 11 case, on April 17, 2008,
2:00 p.m., at the Office of the U.S. Trustee, Suite 2050, 36 East
Seventh Street, Cincinnati, Ohio.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' case.  The Section
341(a) Meeting has been scheduled within the time required by
Rule 2003 of the Federal Rules of the Bankruptcy Procedure.

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

Headquartered in Cincinnati, Ohio, The Wornick Company --
http://www.wornick.com/-- is a supplier of individual and        
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods Inc., Gerber Products Company, well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semi-rigid products.  The firm's two main lines of business
are military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D. Ohio, Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in
their restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.  An
official committee of unsecured creditors has not been appointed
in these cases.  The company listed between $100 million and $500
million assets and between $100 million and $500 million in debts
in its bankruptcy filing.


WORNICK CO: Can Hire Kroll Zolfo as Special Financial Advisors
--------------------------------------------------------------
The Wornick Company and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Southern District of Ohio
in Cincinnati to employ Kroll Zolfo Cooper LLC as their bankruptcy
consultants and special financial advisors.

The Debtors engaged KZC to advise and assist their board of
directors with regard to the short and long-term financial outlook
of the Debtors, and to provide recommendations to the board
regarding potential financing restructuring options.  

The Debtors further engaged KZC to:

   (i) assist management in developing an information memorandum;

  (ii) assist management in developing a list of potential and
       viable acquirers in connection with a potential
       Transaction and providing all support assistance relating
       thereto;

(iii) make initial contact, if requested by the board, with
       potential acquirers in connection with a potential
       Transaction;

  (iv) assist management in the analysis, structuring,
       negotiation and closing of a Transaction; and

   (v) perform and provide a written financial analysis of the
       Debtors in the context of a potential Transaction.  KZC
       provided the services from the date of its engagement up
       to immediately prior to the bankruptcy filing.

KZC has received a $250,000 retainer from the Debtors, less
application of any outstanding prepetition fees and expenses.  
                                                                             
The Debtors expected KZC to:

   (a) advise and assist management in organizing the Debtors'
       resources and activities so as to effectively and
       efficiently plan, coordinate, and manage the chapter 11
       process and communicate with customers, lenders, suppliers,
       employees, shareholders, and other parties in interest;

   (b) assist management in designing and implementing programs
       to manage or divest assets, improve operations, reduce
       costs, and restructure as necessary with the objective of
       rehabilitating the business;

   (c) advise the Debtors concerning interfacing with any
       statutory committees named in these chapter 11 cases,
       other constituencies and their professionals, including
       the preparation of financial and operating information
       required by such parties or the Bankruptcy Court;

   (d) advise and assist management in efforts to seek  
       confirmation of the Joint Plan of Reorganization that was
       filed on the Petition Date and underlying Business Plan,
       including the related assumptions and rationale, along
       with other information to be included in the Disclosure
       Statement;

   (e) advise and assist the Debtors in forecasting, planning,
       controlling, and other aspects of managing cash, and, if
       necessary, obtaining alternative DIP or exit financing;

   (f) advise the Debtors with respect to resolving disputes and
       otherwise managing the claims process;

   (g) advise and assist the Debtors in negotiating the Joint
       Plan of Reorganization with the various creditor and
       other constituencies;

   (h) as requested, render expert testimony concerning the
       feasibility of the Joint Plan of Reorganization and other
       matters that may arise in these chapter 11 cases;

   (i) advise and assist the Debtors in developing an
       information memorandum;

   (j) advise and assist the Debtors in developing a list of
       potential and viable acquirers in connection with
       competing bids for the Transaction and providing related
       support assistance;

   (k) make initial contact, if requested by the Debtors, with
       potential competing bidders in connection with the
       Transaction;

   (l) advise and assist the Debtors in the analysis,
       structuring, negotiation and closing of the Transaction;

   (m) perform and provide a written financial analysis of the
       Debtors in the context of the potential Transaction; and

   (n) provide other services as may be required by the Debtors.

The Debtors assured the Court that the firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code and as required by Section 327(a) of the
Bankruptcy Code.

KZC assured that none of the employees of KZC is related to the
Debtors, their creditors, and other parties-in-interest.

The firm's billing rates:

     Managing Directors      $695-$775
     Professional Staff      $200-$665
     Support Personnel        $45-$225

The firm's fee will be based on a $75,000 monthly fee payable in
advance on the 1st business day of each month.  The company agrees
to pay an enhancement fee.

                    About The Wornick Company

Headquartered in Cincinnati, Ohio, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual and   
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D.O., Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in their
restructuring efforts.  The company listed between $100 million
and $500 million assets and between $100 million and $500 million
in debts in its bankruptcy filing.


WR GRACE: Will Keep Medical Program to Support Asbestos Victims
---------------------------------------------------------------
W. R. Grace & Co. plans to retain the Medical Program it
established in 2000 to assist local residents with medical needs
resulting from their exposure to asbestos from the former Grace
mine located near the town of Libby, Montana.
   
"In talking to people in Montana last night, there seemed to be
confusion about our medical program," William M. Corcoran, vice
president, said.  "When we saw some of the comments in the press,
we were surprised.  We have made it clear for many years that we
intend to sustain the health care program when we emerge from
Chapter 11 just as we did when we went into bankruptcy."
   
The Libby Medical Program has been in effect since 2000.  More
than 800 people are currently enrolled in it and receive health
care and prescription drug coverage.  Since 2000, Grace has spent
more than $14 million on the program.
   
In addition, Grace is making an additional annual contribution of
$250,000 to St. John's Lutheran Hospital in Libby, Montana.  Since
2000, Grace has donated more than $2 million to St. John's to
support its work on this important issue.
   
"St. John's is an outstanding health care institution with top
notch health care staff," Mr. Corcoran said.  "We are pleased that
our donations have been used to help purchase state-of-the-art
health care equipment and technology for the people of Libby,
Montana."
   
                     About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.  


W.R. GRACE: Wants Court's Approval to Appoint Welsh as Mediator
---------------------------------------------------------------
W.R. Grace Co. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to appoint Diane M.
Welsh as the mediator for the asbestos-related property damage
claims filed by Speights & Runyan on behalf of individual
claimants.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl & Jones LLP,
in Wilmington, Delaware, relates that as of April 7, 2008, about
160 S&R Claims remain pending, all of which have been objected to
by the Debtors on various grounds.  He says the Court directed
the Debtors and S&R, in January 2008, to submit to mediation to
see if the remaining claims could be resolved.  Thereafter, the
Debtors and S&R exchanged information with respect to potential
mediator candidates.  As a result, the Debtors and S&R ultimately
agreed on the selection of the Court as the mediator.

the Court, according to Mr. O'Neill, served as a U.S.
Magistrate Judge in the U.S. District Court for the Eastern
District of Pennsylvania for 12 years.  As Magistrate Judge,
the Court conducted nearly 1,800 settlement conferences in
virtually every area of civil litigation.  She also served on the
Alternative Dispute Resolution Committee for the Eastern District
of Pennsylvania District Court for 10 years, drafting local
federal court rules for a court-annexed mediation program.  Since
her retirement in 2005, the Court has served as a mediation and
arbitrator with JAMS, an alternative dispute resolution
organization.  

Pursuant to an engagement letter, the Court will be paid for
her services at a rate of $550 per hour plus an initial non-
refundable case management fee of $275 from each of the Debtors
and S&R, plus out-of-pocket fees.  The Mediator's fees and
expenses will be paid equally by the Debtors and S&R.

The Debtors and S&R agree to indemnify the Mediator for any
damages.

To the best of the Debtors' knowledge, the Court is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code, and does not have any interest adverse to
the Debtors or their estates or S&R and its clients.

Mr. O'Neill says the Court indicated that she can conduct the
mediation on April 24 and 25, 2008.

                       About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.  
(W.R. Grace Bankruptcy News, Issue No. 156; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


* Fitch Says Commodity Prices Are Not Immune To Global Slowdown
---------------------------------------------------------------
Fitch Ratings said in a Special Report issued that despite the
spectacular rally they have enjoyed over Q108, commodity prices
are unlikely to escape a demand-led slowdown resulting from the
anticipated global economic downturn.  Nevertheless, prices
probably will not fall by as much as in previous economic
slowdowns and are likely to remain elevated relative to historical
levels, reflecting robust, albeit moderating demand from emerging
markets.

The report notes that in contrast to historical experience when
commodity price increases tended to be limited to a select few
commodities, over 2003-07 all categories of raw materials have
seen a surge in prices.  Although the synchronised rise partly
reflects the transmission of input costs through the supply chain,
the increased correlation between different categories of
commodities points to the role of a common demand shock,
particularly from rapidly growing emerging markets.  China alone
accounts for one-third of the incremental global oil demand and as
much as 100% of the increase in demand for some base metals over
2002-07.

In addition, the remarkable rise in oil and metals demand met
constrained production capacity, resulting from weak investment in
these sectors during the 1990s.  While the tightness in the oil
market has been exacerbated by short-term disruptions to non-OPEC
supply and OPEC production decisions, the energy and metals
sectors have also suffered an increase in input costs from skilled
labour shortages.  Resource nationalism has also inhibited the
development of natural resource extraction capacity.

Meanwhile, food prices have risen due to a structural increase in
demand for food grains from the use of bio-fuels as a substitute
energy source spurred by environmental concerns, high energy
prices and attempts by the developed world to diversify and secure
energy supply.  Nonetheless, Fitch believes that temporary supply
shocks have likely played the larger part in recent food price
increases; with food supply typically more elastic in the short-
term, this points to the likelihood that high food price inflation
will prove less protracted than oil and metals inflation.

Certainly, Fitch sees little justification in terms of the
fundamentals for the surge in commodity prices witnessed in Q108.   
A slowdown in OECD energy demand (60% of the total) is clearly
already underway and likely has further to go in 2008, while it is
reasonable to expect non-OECD energy supply to recover.  A
weakening US economy, coupled with the forecast slowdown in
Chinese GDP growth to 9.7% from 11.4% in 2007, the slowest in six
years, is likely to take a further toll on metals demand.  At the
same time, investment in the metals sector has responded quite
sharply, though the time lags to output are long.

Increased commodity price volatility and rising uncertainty over
the outlook clouds prospects for EM terms of trade, which had
hitherto been benefiting from large and steady increases over
2004-07.  All else being equal, were commodity prices to fall by
10% across the board, they would inflict a decline in total
exports of the top 15 commodity exporting EMs, equivalent to 3.2%
of GDP on average.  Nigeria, Iran, Gabon, Saudi Arabia and
Azerbaijan would be among the most severely affected by lower
commodity prices.


* Moody's Conducts Review on Subprime RMBS Transactions
-------------------------------------------------------
Moody's Investors Service is currently reviewing deals in the
subprime RMBS sector as part of its on-going residential mortgage-
backed securities surveillance process.  Moody's began releasing
rating actions from this review, starting with rating actions on
the Long Beach shelf.

According to Navneet Agarwal, Vice President, Senior Credit
Officer of Moody's RMBS Surveillance Group, "The actions are part
of an ongoing, wider review of all RMBS transactions, in light of
the deteriorating housing market and rising delinquencies and
foreclosures.  Moody's will continue to announce results of
reviews over the coming weeks."

Many subprime pools originated from late 2005 through 2007 are
exhibiting higher than expected rates of delinquency, foreclosure,
and REO (Real Estate Owned, or properties owned by lenders
following foreclosure).

The rating adjustments will vary based on current ratings, level
of credit enhancement, pool-specific historical performance,
quarter of origination, collateral characteristics and other
qualitative factors.


* Global Default Rate Continues To Rise, Moody's Reports
--------------------------------------------------------
Moody's global speculative-grade default rate increased to 1.5% in
March from 1.3% in February, Moody's Investors Service reported
today.  A year ago, the global speculative-grade default rate
stood at 1.5%.

"March is the fourth consecutive month in which the speculative-
grade default rate has now increased," says Moody's Director of
Corporate Default Research Kenneth Emery.

The default rate among U.S. speculative-grade issuers finished at
1.7% in March, up from 1.5% in February and 1.4% in March 2007.

Moody's default rate forecasting model now predicts that the
global speculative-grade default rate will rise sharply to 5.0 %
by the end of this year.  It is expected to increase further to
5.9% a year from now.

"The current forecast assumes only a mild US recession.  If the US
economy were to experience a more protracted recession, default
rates would likely spike even higher in 2009," says Emery.

For U.S. speculative grade issuers, Moody's forecasting model
foresees default rates increasing to 5.7% by the end of this year.

Across industries over the coming year, Moody's default rate
forecasting model indicates that the Construction & Building
sector will be the most troubled industry in the U.S. and the
Durable Consumer Goods sector will have the highest default rate
in Europe.

Moody's speculative-grade corporate distress index, which measures
the percentage of rated issuers that have debt trading at
distressed levels, marked a record new high since November 2002,
rising to 24.7% in March from 22.0% in February.  The index has
been increasing sharply since last summer when it had been
fluctuating in the 2.0% range.

A total of four Moody's-rated corporate issuers defaulted in
March.  All four defaulters were based in the U.S.

Measured on a dollar volume basis, the global speculative-grade
bond default rate remained unchanged at 0.7% in March.  A year
ago, the global dollar-weighted bond default rate was 1.0%.

Among U.S. speculative-grade issuers, the dollar-weighted bond
default rate ended at 0.8% in March, also unchanged from
February's level.  At this time last year, the U.S. dollar-
weighted bond default rate stood at 0.8%.

In the leveraged loan market, three Moody's-rated loan issuers
defaulted in March, all domiciled in the U.S.  The trailing 12
month U.S. leveraged loan default rate rose to 1.5% in March from
1.2% in February.


* Moody's Issues Methodology For Rating Public Power Bonds
----------------------------------------------------------
Moody's Investors Service published a new methodology outlining
its approach to rating public power electric utility revenue
bonds, which includes a review of the political and operating
risks that are part of the continuing evolution of the industry
and may affect credit quality.

The Moody's report outlines its key rating drivers for U.S. public
power electric utilities, including market position, local
government credit characteristics, governance and management,
financial position and performance, debt and capital plan, and
covenants and legal framework, including debt service reserve and
other required reserves.

"The credit quality of the public power sector has historically
been very stable," said Moody's Senior Vice President Dan
Aschenbach, author of the methodology.

Its fundamental strength as a near-monopoly provider of an
essential service, and its unregulated rate-setting ability "make
for a fundamentally high probability of continued payment of debt
service," said Aschenbach.  "This would seem to be more than a
match for possible economic and regulatory changes in the power
industry or the fiscal distress of an individual utility."

He said the utilities also enjoy a strong links to sponsoring
local governments and a lower cost structure due to the ability to
issue tax-exempt debt.  They also do not bear the pressures of
working from a profit motive and the need to generate a return on
equity

Moody's rates some 300 public power electric utilities with an
average rating of A2.


* S&P Downgrades 33 Classes' Ratings To 'D'  From Four CDO Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 33
classes of notes from four collateralized debt obligation
transactions to 'D'.  S&P removed nine of the lowered ratings from
CreditWatch with negative implications.  All of the affected
transactions are CDOs of asset-backed securities backed
substantially by U.S. residential mortgage-backed securities.  The
rating actions follow notice from the trustees that the
transactions have liquidated the portfolio collateral and have
distributed or are in the final stages of distributing the
proceeds to the noteholders.  In aggregate, the affected CDO
tranches have an issuance amount of approximately $3.615 billion.
     
All four transactions had previously experienced events of default
based on their failure to maintain EOD overcollateralization
ratios that were above minimum threshold values.  The EOD
overcollateralization ratios for Ansley Park ABS CDO and Markov
CDO I incorporate ratings-based haircuts.  The four affected CDO
transactions are:

  -- Ansley Park ABS CDO Ltd., a cash flow mezzanine structured
     finance CDO of ABS transaction originated in December 2006;

  -- Arca Funding 2006-II Ltd., a hybrid mezzanine SF CDO of ABS
     transaction originated in January 2007;

  -- Kefton CDO I Ltd., a hybrid mezzanine SF CDO of ABS
     transaction originated in December 2006; and

  -- Markov CDO I Ltd., a hybrid high-grade SF CDO of ABS
     transaction originated in May 2007.
     
The trustees for the four CDO transactions have indicated that
they anticipate the proceeds from the sale of the collateral and
in the principal collection account, along with (for the three
hybrid CDO transactions) proceeds in the super-senior reserve
account, credit default swap reserve account and other sources,
will likely not be adequate to cover the required termination
payments to the CDS counterparty, and that it is likely that
proceeds will not be available for distribution to the notes
junior to super-senior swap in the capital structure of the CDO
transactions.
  
                  Rating and CreditWatch Actions

                                             Rating
                                             ------
  Transaction               Class          To       From
  -----------               -----          --       ----
  Ansley Park ABS CDO       A-1            D        BB/Watch Neg  
  Ansley Park ABS CDO       A-2            D        CCC-/Watch Neg   
  Ansley Park ABS CDO       B              D        CCC-/Watch Neg
  Ansley Park ABS CDO       C              D        CC            
  Ansley Park ABS CDO       D              D        CC            
  Ansley Park ABS CDO       X              D        CCC-/Watch Neg  
  Arca Funding 2006-II      II             D        CC            
  Arca Funding 2006-II      III            D        CC            
  Arca Funding 2006-II      IV-A           D        CC            
  Arca Funding 2006-II      IV-B           D        CC            
  Arca Funding 2006-II      Super Sr       D        CCC           
  Arca Funding 2006-II      V              D        CC            
  Arca Funding 2006-II      VI             D        CC            
  Arca Funding 2006-II      VII            D        CC            
  Kefton CDO I              II             D        CCC-/Watch Neg  
  Kefton CDO I              III            D        CC            
  Kefton CDO I              IV             D        CC            
  Kefton CDO I              V              D        CC            
  Kefton CDO I              VI             D        CC            
  Kefton CDO I              VII            D        CC            
  Markov CDO I              A-0            D        CCC-/Watch Neg  
  Markov CDO I              A-1            D        CCC-/Watch Neg  
  Markov CDO I              A-2            D        CCC-/Watch Neg
  Markov CDO I              A-3            D        CC            
  Markov CDO I              B              D        CC            
  Markov CDO I              C ComboNts     D        CC            
  Markov CDO I              C-1            D        CC            
  Markov CDO I              C-2            D        CC            
  Markov CDO I              D              D        CC            
  Markov CDO I              D ComboNts     D        CC            
  Markov CDO I              E              D        CC      
  Markov CDO I              RA Nts         D        CCC-    
  Markov CDO I              S              D        B-/Watch Neg  


* S&P Downgrades 21 Tranches' Ratings From Six Cash Flows and CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 21
tranches from six U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed two of the lowered ratings
from CreditWatch with negative implications.  The downgraded
tranches have a total issuance amount of $723.4 million.
     
Two of the six transactions are high-grade structured finance CDOs
of asset-backed securities, which are CDOs collateralized at
origination primarily by 'AAA' through 'A' rated tranches of
residential mortgage-backed securities and other SF securities.   
The other four transactions are mezzanine SF CDOs of ABS, which
are collateralized in large part by mezzanine tranches of RMBS and
other SF securities.
     
This CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities, as well as changes Standard & Poor's has made to
the recovery rate and correlation assumptions it uses to assess
U.S. RMBS held within CDO collateral pools.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,154 tranches from 729 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 372 ratings from 100 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P has downgraded $333.009 billion of CDO issuance.  
Additionally, S&P's ratings on $21.022 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of downgrades.     

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                  Rating and CreditWatch Actions

                                               Rating
                                               ------
   Transaction                   Class      To       From
   -----------                   -----      --       ----
Davis Square Funding III Ltd.    A-2        AA-      AAA/Watch Neg
Davis Square Funding III Ltd.    B          BB       AA/Watch Neg     
Davis Square Funding IV Ltd.     A-2        AA+      AAA
Davis Square Funding IV Ltd.     B          BBB+     AA+
Davis Square Funding IV Ltd.     C          B        A   
Davis Square Funding IV Ltd.     D          CCC-     BBB
Gemstone CDO IV Ltd.             A-2        AA       AA+
Gemstone CDO IV Ltd.             A-3        AA       AA+
Gemstone CDO IV Ltd.             B          BBB      A+  
Gemstone CDO IV Ltd.             C          BB+      A-  
Gemstone CDO IV Ltd.             D          B+       BB-
Gemstone CDO IV Ltd.             E          CCC      B-  
G-STAR 2005-5 Ltd.               Income Not B        BB  
Neptune CDO II Ltd.              A-2        AA       AAA
Neptune CDO II Ltd.              B          A        AA  
Neptune CDO II Ltd.              C          BBB+     A   
Neptune CDO II Ltd.              D          BB       BBB
Sherwood Funding CDO II Ltd.     A-2        AA       AAA
Sherwood Funding CDO II Ltd.     B          A-       AA  
Sherwood Funding CDO II Ltd.     C          BBB      A   
Sherwood Funding CDO II Ltd.     D          BB       BBB

                     Other Outstanding Ratings

     Transaction                         Class          Rating
     -----------                         -----          ------
     Davis Square Funding III Ltd.       A-1LT-a        AAA
     Davis Square Funding III Ltd.       A-1LT-b        AAA
     Davis Square Funding IV Ltd.        A-1LT-a        AAA
     Davis Square Funding IV Ltd.        A-1LT-b        AAA
     Davis Square Funding IV Ltd.        E              AAA
     Gemstone CDO IV Ltd.                A-1            AAA   
     G-STAR 2005-5 Ltd.                  A-1            AAA   
     G-STAR 2005-5 Ltd.                  A-2            AAA
     G-STAR 2005-5 Ltd.                  A-3            AA  
     G-STAR 2005-5 Ltd.                  B              A-  
     G-STAR 2005-5 Ltd.                  C              BBB   
     Neptune CDO II Ltd.                 A-1            AAA  
     Sherwood Funding CDO II Ltd.        A-1            AAA


* S&P Downgrades Ratings on 161 Classes From 38 RMBS Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 161
classes from 38 residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006.  At the same time, S&P removed 158 of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 120 classes from 34 RMBS transactions
backed by U.S. subprime loans and removed them from CreditWatch
negative.  All of the ratings were placed on CreditWatch negative
on Jan. 30, 2008.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  S&P calculated its
projected deal-specific losses utilizing 2006 subprime default
curves.  Due to current market conditions, S&P is assuming that it
will take approximately 15 months to liquidate loans in
foreclosure and approximately eight months to liquidate loans
categorized as real estate owned.  In addition, S&P is assuming a
loss severity of approximately 45% for U.S. subprime RMBS
transactions issued in 2006.
     
The lowered ratings reflect S&P's assessment of credit support
under two constant prepayment rate scenarios.  The first scenario
utilizes the lower of the lifetime or 12-month CPR, while the
second utilizes a six-month CPR, which is very slow by historical
standards.  S&P assumed a constant default rate for each pool.   
Because the analysis focused on each individual class with
varying maturities, prepayment scenarios may cause an individual
class or the transaction itself to prepay in full before it incurs
the entire loss projection.  Slower prepayment assumptions
lengthen the average life of the mortgage pool, which increases
the likelihood that total projected losses will be realized.  The
longer a class remains outstanding, however, the more excess
spread it generates.
     
Standard & Poor's has updated its projected excess spread to
account for the recent cuts in U.S. interest rates.  In an
upwardly sloping mortgage rate environment, Standard & Poor's
announced that it would be discounting a portion of excess spread
to account for potential interest rate modifications.  An interest
rate modification may extend the initial fixed-rate period of a
mortgage loan to five years from two and three years.  The
reduction in interest rates has effectively extended the initial
interest rates beyond the interest rate reset period.  As a result
of the reduction in excess spread, many loan modifications may no
longer be needed.  Standard & Poor's has updated its assumptions
on excess spread to reflect the current environment.
     
To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For
mortgage pools that are continuing to show increasing
delinquencies, S&P increased its cash flow stresses to account for
potential increases in monthly losses.  In order to maintain a
rating higher than 'B', a class had to absorb losses in excess of
the base case assumption S&P assumed in its analysis.  For
example, a class may have to withstand 115% of S&P's base case
loss assumption in order to maintain a 'BB' rating, while a
different class may have to withstand 125% of its base case loss
assumption to maintain a 'BBB' rating.  Each class that has an
affirmed 'AAA' rating can withstand approximately 150% of S&P's
base case loss assumptions under its analysis, subject to
individual caps assumed on specific transactions.  S&P determined
the caps by limiting the amount of remaining defaults to 90% of
the current pool balances.
    
A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.
     
To date, including the classes listed below and actions on both
publicly and confidentially rated classes, S&P has resolved the
CreditWatch placements of the ratings on 1,881 classes from 326
U.S. RMBS subprime transactions from the 2006 and 2007 vintages.   
Currently, S&P's ratings on 729 classes from 189 U.S. RMBS
subprime transactions from the 2006 and 2007 vintages are on
CreditWatch negative.
    
Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

                         Ratings Lowered

           Morgan Stanley Home Equity Loan Trust 2006-1

                                              Rating
                                              ------
      Transaction         Class          To             From
      -----------         -----          --             ----
      2006-1              M-6            BB             BBB
      2006-1              B-1            B              BB
      2006-1              B-2            CCC            B

        Ratings Lowered and Removed From CreditWatch Negative

                         ABFC Trust 2006-HE1

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-HE1            A-1            A              AAA/Watch
    2006-HE1            A-2D           A              AAA/Watch
    2006-HE1            M-1            B              AA+/Watch
    2006-HE1            M-2            CCC            AA/Watch
    2006-HE1            M-3            CCC            AA-/Watch

            Ace Securities Corp. Home Equity Loan Trust

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-FM1            A-1            AA             AAA/Watch
    2006-FM1            A-2D           AA             AAA/Watch
    2006-FM1            M1             BB             AA+/Watch
    2006-FM1            M2             B              AA/Watch
    2006-OP2            M-1            AA             AA+/Watch
    2006-OP2            M-2            BBB            AA/Watch
    2006-OP2            M-3            BB             AA-/Watch

             Citigroup Mortgage Loan Trust 2006 WMC1

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006 WMC1           M-2            BB             AA+/Watch
    2006 WMC1           M-3            B              AA/Watch
    2006 WMC1           M-4            CCC            AA/Watch

           CWABS Asset-Backed Certificates Trust 2006-26

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-26             M-3            A              AA-/Watch

                  Fremont Home Loan Trust 2006-D

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-D              M1             A              AA+/Watch
    2006-D              M2             BB             AA/Watch
    2006-D              M3             B              AA-/Watch

                             GSAMP Trust

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-FM1            M-2            BBB            AA/Watch
    2006-FM1            M-3            BB             AA/Watch
    2006-FM1            M-4            B              AA-/Watch
    2006-FM2            M-1            A              AA+/Watch
    2006-FM2            M-2            BB             AA/Watch
    2006-FM2            M-3            B              AA/Watch
    2006-FM2            M-4            B              AA-/Watch

                  Home Equity Asset Trust 2006-2

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-2              M-3            A              AA/Watch
    2006-2              M-4            BBB            AA/Watch
    2006-2              M-5            BB-            AA/Watch

           HSI Asset Securitization Corp. Trust 2006-WMC1

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-WMC1           A-3            BB             AAA/Watch
    2006-WMC1           A-4            BB             AAA/Watch
    2006-WMC1           A-5            BBB            AAA/Watch
    2006-WMC1           M-1            B              AA+/Watch

            JPMorgan Mortgage Acquisition Trust 2006-RM1

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-RM1            A-1B           BB             AAA/Watch
    2006-RM1            A-4            A              AAA/Watch
    2006-RM1            A-5            BB             AAA/Watch
    2006-RM1            M-1            B              AA+/Watch
    2006-RM1            M-2            CCC            AA-/Watch

               Long Beach Mortgage Loan Trust 2006-7

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-7              I-A            BB             AAA/Watch
    2006-7              II-A3          BBB            AAA/Watch
    2006-7              II-A4          BB             AAA/Watch
    2006-7              M-1            B              AA+/Watch
    2006-7              M-2            CCC            AA+/Watch
    2006-7              M-3            CCC            AA+/Watch
    2006-7              M-4            CCC            AA/Watch
    2006-7              M-5            CCC            AA-/Watch

            MASTR Asset Backed Securities Trust 2006-HE4

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-HE4            A-3            AA             AAA/Watch
    2006-HE4            A-4            BBB            AAA/Watch
    2006-HE4            M-1            BB             AA+/Watch
    2006-HE4            M-2            B              AA/Watch
    2006-HE4            M-3            CCC            AA/Watch
    2006-HE4            M-4            CCC            AA-/Watch
    2006-NC2            M-1            BB             AA+/Watch
    2006-NC2            M-2            B              AA/Watch
    2006-NC2            M-3            CCC            AA-/Watch
    2006-WMC2           A-1            BB             AAA/Watch
    2006-WMC2           A-4            A              AAA/Watch
    2006-WMC2           A-5            BB             AAA/Watch
    2006-WMC2           M-1            CCC            AA+/Watch
    2006-WMC3           A-1            BB             AAA/Watch
    2006-WMC3           A-4            BBB            AAA/Watch
    2006-WMC3           A-5            BB             AAA/Watch
    2006-WMC3           M-1            B              AA+/Watch
    2006-WMC3           M-2            CCC            AA/Watch
    2006-WMC3           M-3            CCC            AA/Watch
    2006-WMC3           M-4            CCC            AA-/Watch
  
                Merrill Lynch Mortgage Investors Trust

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-AHL1           M-1            AA             AA+/Watch
    2006-AHL1           M-2            BB             AA/Watch
    2006-AHL1           M-3            B              AA-/Watch
    2006-RM4            A-1            A              AAA/Watch
    2006-RM4            A-2C           A              AAA/Watch
    2006-RM4            A-2D           BB             AAA/Watch
    2006-RM4            M-1            B              AA+/Watch
    2006-RM4            M-2            CCC            AA-/Watch
    2006-RM5            A-1            B              AA/Watch
    2006-RM5            A-2B           A              AA/Watch
    2006-RM5            A-2C           B              AA/Watch
    2006-RM5            A-2D           B              AA/Watch

               Morgan Stanley ABS Capital I Inc. Trust

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-HE4            M-1            A              AA+/Watch
    2006-HE4            M-2            BB             AA/Watch
    2006-HE4            M-3            B              AA-/Watch
    2006 HE5            M-1            A              AA+/Watch
    2006 HE5            M-2            BB             AA/Watch
    2006 HE5            M-3            B              AA-/Watch
    2006-HE7            M-1            BBB            AA+/Watch
    2006-HE7            M-2            BB             AA/Watch
    2006-HE7            M-3            B              AA-/Watch
    2006-NC4            M-1            BB             AA+/Watch
    2006-NC4            M-2            B              AA-/Watch
    2006-NC5            M-1            A              AA+/Watch
    2006-NC5            M-2            BB             AA/Watch
    2006-NC5            M-3            B              AA-/Watch
    2006-WMC1           M-3            BB             AA/Watch
    2006-WMC1           M-4            B              AA-/Watch
    2006-WMC1           M-5            CCC            AA-/Watch

            Morgan Stanley Home Equity Loan Trust 2006-1

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-1              M-5            A              AA-/Watch

          Morgan Stanley IXIS Real Estate Capital Trust 2006-1

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-1              M-1            A+             AA+/Watch
    2006-1              M-2            BB             AA/Watch
    2006-1              M-3            B              AA-/Watch
  
                   Nomura Home Equity Loan Inc.

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-HE2            M-3            A              AA/Watch
    2006-HE2            M-4            BB             AA-/Watch

                 NovaStar Mortgage Funding Trust

                                            Rating
                                            ------
    Transaction         Class          To             From
    -----------         -----          --             ----
    2006-2              M-4            A              AA-/Watch
    2006-2              M-5            BBB            A+/Watch
    2006-2              M-6            BB             A+/Watch
    2006-2              M-7            B              A/Watch Neg
    2006-2              M-8            CCC            BBB+/Watch
    2006-2              M-9            CC             BBB/Watch
    2006-2              M-10           D              BB+/Watch
    2006-3              M-6            A              A+/Watch
    2006-3              M-7            BBB            A/Watch Neg
    2006-3              M-8            BB             BBB+/Watch
    2006-3              M-9            B              BBB/Watch
    2006-3              M-10           CCC            BBB-/Watch
    2006-3              M-11           CC             BB+/Watch
    2006-5              M-2            BBB            AA/Watch
    2006-5              M-3            BB             AA/Watch
    2006-5              M-4            B              AA-/Watch
    2006-5              M-5            B              A+/Watch
    2006-5              M-6            CCC            A/Watch Neg
    2006-5              M-7            CCC            A-/Watch
    2006-5              M-8            CCC            BBB+/Watch
    2006-5              M-9            CCC            BBB/Watch
    2006-5              M-10           CC             BBB-/Watch
    2006-5              M-11           CC             BB+/Watch
    2006-5              M-12           D              BB/Watch
    2006-6              M-1            A              AA+/Watch
    2006-6              M-2            BBB            AA/Watch
    2006-6              M-3            BB             AA/Watch
    2006-6              M-4            B              AA/Watch
    2006-6              M-5            CCC            AA-/Watch
    2006-6              M-6            CCC            A+/Watch
    2006-6              M-7            CCC            A/Watch Neg
    2006-6              M-8            CCC            A-/Watch
    2006-6 &