TCR_Public/080421.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, April 21, 2008, Vol. 12, No. 94

                             Headlines

ABITIBI-CONSOLIDATED INC: Admits Bankruptcy Filing Possible
ACCEPTANCE INSURANCE: District Court Orders Rehabilitation of Unit
ADVANCED MICRO: Posts $358 Mil. Net Loss in First Quarter of 2008
ALASKA COMMUNICATIONS: Closes $125MM Offering of Notes Due 2013
ALERIS INTERNATIONAL: S&P Puts 'B+' Rating Under Negative Watch

ALLIANCE FILM: Weak Liquidity Triggers S&P to Junk Credit Rating
ALOHA AIRLINES: Company Pilots Seek Injunctive Relief From Court
ALOHA AIRLINES: May Employ Char Sakamoto as Special Corp. Counsel
ALOHA AIRLINES: May Employ David C. Farmer as Local Counsel
AMCORE FINANCIAL: Poor Trends Cue Fitch to Cut ID Rating to BB+

AMERICAN HOME: Parties Object to BofA and Creditors Committee Deal
AMERICAN HOME: Files Objections to 63 Claims
AMERIQUEST MORTGAGE: Fitch Chips Ratings on 15 Certificate Classes
AMPEX CORP: Gets Nasdaq Delisting Notice on Chapter 11 Filing
AMSCAN HOLDINGS: Earns $19.3 Million in Year Ended Dec. 31

ASAHI GLASS: Closes 40% North American Biz Over "Substantial" Loss
ASSET BACK: Fitch Downgrades Ratings on $509.6MM Certificates
ATA AIRLINES: U.S. Trustee Appoints Creditors Committee
ATA AIRLINES: Asks Court to Amend BMC Employment Order
ATA AIRLINES: Wants to Reject Aircraft & Spare Engine Leases

ATLANTIS SYSTEMS: Furnishes Bi-Weekly Report on Default Status
A PHILLIPS HAULING: Case Summary & 13 Largest Unsecured Creditors
B&T INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
BARLOW PROJECTS: Voluntary Chapter 11 Case Summary
BASIS YIELD: Grant Thornton to Lodge Claim for Assets

BASIS YIELD: Foreign Reps Seek Dismissal of Chapter 15 Case
BLOCKBUSTER INC: CEO Keyes' $5.6MM Pay Lower than Predecessor's
BLUE WATER: Creditors Committee Appeals Final DIP Order
BLUE WATER: Wants to Pay Incentives to Critical Employees
BNC MORTGAGE: Higher Delinquencies Prompt Moody's 55 Rating Cuts

CANADIAN TRUSTS: CCAA Stay Order Extended Until May 31, 2008
CANADIAN TRUSTS: Ernst & Young Delivers Second Status Report
CERES CAPITAL: Seeks Chapter 11 Protection; Files Prepackaged Plan
CERES CAPITAL: Case Summary & 9 Largest Unsecured Creditors
CHASE COMMERCIAL: Moody's Pares Ratings on Class I Certificates

CHENIERE ENERGY: Advanced Talks Cue S&P's Negative Watch
CONSECO INC: Moody's Reviews 'Baa3' Ratings For Possible Downgrade
CORFAB OF FLORIDA: Voluntary Chapter 11 Case Summary
CONTINENTAL AIRLINES: Posts $80 Mil. Net Loss in First Qtr. 2008
DAN RIVER: To Wind Down Home Fashion Business

DAN RIVER: Case Summary & 30 Largest Unsecured Creditors
DARREN PRESLEY: Voluntary Chapter 11 Case Summary
DELPHI CORP: Plastech Wants to Return Tooling to Delphi Automotive
DELTA FINANCIAL: Court Extends Plan Filing Period to June 16
DOLE FOOD: S&P Lifts Debt Rating to B- and Puts '4' Recovery Rtng.

DUNMORE HOMES: Court Allows Committee to Examine Sidney Dunmore
DUNMORE HOMES: Travelers Casualty May View "Bonded Projects" Docs
DURA AUTOMOTIVE: Wants to Implement Canadian Restructuring
EASTSHORE DEVELOPMENT: Case Summary & Nine Largest Creditors
EDUCATION RESOURCES: Gets OK on EPIQ as Claims and Noticing Agent

EDUCATION RESOURCES: Can File Schedules and Statements by June 23
EDUCATION RESOURCES: Court Initial OKs Grant Thornton as Advisors
ENCORE CREDIT: Moody's Downgrades Ratings on Seven Tranches
EYE CARE: Entry in Chicago Market Prompts S&P to Lift Ratings
FERNANDEZ MOLEDO: Case Summary & 37 Largest Unsecured Creditors

FIRST MARBLEHEAD: BofA Exits Student Loan Biz, Ends Company Deal
FOAMEX INT'L: Names David J. Lyon to Board of Directors
FORD MOTOR: Rising Sales Spur Increased Production at Wayne Plant
FREMONT HOME: Delinquencies Cue Moody's 112 Rating Downgrades
FREMONT GENERAL: Trustee's Notice Cues Fitch to Put Default Rating

FRONTIER LEASING: Seven Cert. Classes Get Moody's Rating Reviews
GENERAL MOTORS: Delta Township Plant Workers Rally, Talks Resume
GENERAL MOTORS: Plastech Complains About Tooling Repossession
GENERAL MOTORS: Delta Township Factory Workers Walk Off from Jobs
GERARDO TOSCANINI: Case Summary & 14 Largest Unsecured Creditors

GRAND CIRCLE: Moody's Withdraws All Ratings on Cancelled Deal
GPS INDUSTRIES: Dec. 31 Balance Sheet Upside Down by $514,000
GSCP LP: Moody's Downgrades Senior Debt Rating to 'B3' From 'B2'
HANCOCK FABRICS: Posts $27.9 Mil. Net Loss for Year Ended Feb. 2
HESS FARM: Involuntary Chapter 11 Case Summary

INTEREP NATIONAL: Gets Final OK on $25MM Silver Point DIP Loan
INTERSTATE BAKERIES: Executes Amendment on DIP Maturity Extension
INTERSTATE BAKERIES: Wants Confirmation Hearing Adjourned Sine Die
ISAAC OYEWOLE: Case Summary & Eight Largest Unsecured Creditors
ISCHUS SYNTHETIC: Moody's Junks Ratings on Four Classes of Notes

JAMES SCHOLLMEYER: Case Summary & Seven Largest Unsec. Creditors
JPMORGAN ALTERNATIVE: S&P Cuts Rating to CCC on Class C-B-5 Certs.
KMART CORP: BofA Won't Extend L/C Facility on Existing Terms
KRISPY KREME: Posts Fourth Quarter Net Loss of $31.8 Million
LASALLE COMMERCIAL: S&P Junks Ratings on Two Certificate Classes

LB-UBS COMMERCIAL: S&P Affirms Ratings on 20 Certificate Classes
LINENS 'N THINGS: Hires Financo Inc. to Help in Evaluating Options
MANCHESTER INC: Files Chapter 11 Plan and Disclosure Statement
MASTR TRUSTS: 212 Tranches Get Moody's Rating Cuts on Delinquency
MERIT LANCASTER: Expects to File for Chapter 7 Bankruptcy

MERRILL LYNCH: Posts $1.9 Bil. 1Q Net Loss; To Lay Off 4,000 Staff
MERRILL LYNCH: S&P Lowers Ratings on Eight Note Classes
MISSOURI FLAT: Case Summary & 20 Largest Unsecured Creditors
MORGAN STANLEY: Moody's Confirms Low-B Ratings on Six Classes
MORGAN STANLEY: Moody's Downgrades Ratings on 35 Classes of Certs.

MOTHERS WORK: Moody's Gives Negative Outlook; Cuts Rating to 'B3'
NASH FINCH: Secures $300 Million Revolving Credit Facility
NEW CENTURY: Moody's Cuts Ratings on 43 Tranches on Delinquencies
NEW CENTURY: Four Classes of Certificates Get Moody's Junk Ratings
NORTHWEST AIRLINES: Court Releases $3.9 Mil. to Capp Seville

PEACE ARCH: Posts C$936,000 Net Loss in 2nd Quarter Ended Feb. 29
PLASTECH ENGINEERED: Sec. 341 Meeting of Creditors Moved to May 7
PLASTECH ENGINEERED: Wants to Return Tooling to Delphi Automotive
PLASTECH ENGINEERED: Mulls Sale of Exterior Parts & Stamping Units
POTLATCH CORP: Business Separation Cues S&P's Developing Watch

POWERMATE HOLDINGS: Gets Final Nod to Access $15 Million Facility
POWERMATE HOLDING: Seeking to Recover $4 Million From Lowe's
PRC LLC: Files Supplement Site Consolidation Incentive Plan
PRC LLC: Committee Wants to Employ Halperin as Conflicts Counsel
PRC LLC: Inks Stipulation Resolving Pact With Spirit Airlines

PRESIDENTIAL LIFE: Moody's Reviews 'B2' Rating For Likely Upgrade
REDENVELOPE INC: Files for Ch. 11; Applies For $4.5MM DIP Facility
REDENVELOPE: Case Summary & 20 Largest Unsecured Creditors
RESIDENTIAL ASSET: Fitch Junks Ratings on 16 Certificate Classes
RITE AID: Compensation Panel Approves 2009 Bonus Plan

SEARS HOLDINGS: BofA Won't Extend L/C Facility on Existing Terms
SHARPER IMAGE: Enters Into Premium Finance Agreement with AICCO
SHARPER IMAGE: Agent Asks Court to Enforce Sales Protocol
SHARPER IMAGE: Withdraws Motion Against Calif. Attorney General
SHARPER IMAGE: U.S. Trustee Objects to Hiring of Conway Del Genio

SIRVA INC: Completes Sale of U.K., Ireland Operations to TEAM
SIRVA INC: Court Lifts Stay on 360networks Panel's Preference Case
SIRVA INC: OOIDA Wants to be Reclassified as Class 4 Claimants
SIRVA INC: Triple Net's Unsecured Claim Fixed at $2,021,546
SIX FLAGS: Attendance Grew 19% in 2008 First Quarter vs. 2007

SOUTHWEST PRECISION: Files for Chapter 11 Protection
SUGO! 44-5TH: Case Summary & Nine Largest Unsecured Creditors
SUMMIT GLOBAL: Court Approves Examiner's Plea to Escrow Funds
SUNCO PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
THORNBURG MORTGAGE: Special Purpose Unit Defaults on $30MM Notes

TOUSA INC: Period to Remove Civil Actions Extended to July 27
TROPICANA ENT: S&P Chips Corp. Credit Ratings to CCC- from CCC
UAL CORPORATION: Remains Open to Industry Consolidation
UAL CORPORATION: Kirkland & Ellis Has Custody of Restricted Files
UAL CORPORATION: March 2008 Status Report on Plan Consummation

WENDY'S INT'L: Drops Buyout Proposals of Trian Fund and Triarc Cos
WESTLUND ENGINEERING: Case Summary & 20 Largest Unsec. Creditors
WESTMORELAND COAL: Completes 2006 and 2007 Financials Restatement
WILL PERRY: Case Summary & 19 Largest Unsecured Creditors
ZIFF DAVIS: Committee Seeks to Retain Cohen Tauber as Counsel
ZIFF DAVIS: Will Have Enough Cash to Fund Biz & Case, Counsel Says

* Moody's Reports Negative Outlook on Asset Management Industry
* Moody's Provides Update on Corporate Default Rate Outlook
* S&P Lowers Ratings on 41 Classes from Six RMBS 2006 Transactions
* S&P Lowers Ratings on Eight Classes of ABS Certificates

* Delta-Northwest Merger Stirs Broader Changes in Airline Industry
* More & More Hospitals at the Brink of Bankruptcy, Reports Say
* Wilbur Ross Intends to Round Up Investors to Buy Troubled Banks
* Bankruptcy Filings Up 100% in Sacramento Valley, Reports Say

* Two New Associates Join Perkins Coie's Chicago Office
* Four Attorneys Join Allen Matkins Leck Gamble Mallory & Natsis
* William Holzman Joins Stahl Cowen Crowley Addis as Partner
* Burns & Levinson Creates Subprime Advisory Team

* BOND PRICING: For the Week of Apr. 14 - Apr. 18, 2008

                             *********

ABITIBI-CONSOLIDATED INC: Admits Bankruptcy Filing Possible
-----------------------------------------------------------
Abitibi-Consolidated Inc. may seek protection under or be forced
into a proceeding under Canada's Companies' Creditors Arrangement
Act, the U.S. Bankruptcy Code, or both, in the event of any
combination of an inability to repay its 2008 debt maturities or
an acceleration of its indebtedness under its credit facilities,
the company disclosed in a regulatory filing with the Securities
and Exchange Commission on March 31, 2008.

                       Liquidity Shortfall

As reported in the Troubled Company Reporter on March 28, 2008,
the company said it was experiencing a liquidity shortfall and
faces significant near-term liquidity challenges.  The company has
US$346 million of long-term debt that matures in 2008:

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

   -- US$150 million principal amount of 5.25% Senior Notes due
      June 20, 2008.

The company's revolving bank credit facilities with commitments
totaling C$710 million mature in the fourth quarter of 2008.  None
of these debts has been refinanced.

As of Feb. 29, 2008, the company had cash of approximately
C$153 million (excluding C$24 million of restricted cash) and
undrawn amounts under its bank credit facilities of approximately
C$62 million.  The company's parent, AbitibiBowater is a holding
company and does not have any operations or existing sources of
liquidity.  If Abitibi is unable to secure adequate new financing,
it will be unable to make the near term mandatory repayments when
due.

In July 2007, the company amended its credit agreement to waive
its interest coverage ratio requirement until the end of the
second quarter of 2008.  The company is currently in compliance
with the net funded debt to total capitalization covenant, under
its credit agreement at Dec. 31, 2007; however, there can be no
assurance that it will remain in compliance in the near term in
light of the above factors and its forecast of continued operating
losses.  

Based on current forecasts, the company expects to be in default
with its net funded debt to total capitalization covenant to be
measured as of the end of the first quarter of 2008.

Failure to comply with the financial or other covenants of the
company's credit facilities could result in the outstanding
borrowings under these facilities becoming immediately due and
payable.  

                 About Abitibi-Consolidated Inc.

Headquartered in Montreal, Quebec, Abitibi-Consolidated Inc.
-- http://www.abitibiconsolidated.com/-- is engaged in the  
production of newsprint and specialty papers and is also a major
producer of wood products.  The company's operations are currently
comprised of 15 pulp and paper mills, 19 sawmills, four
remanufacturing facilities, two engineered wood facilities and
eight hydroelectric plants in Canada, the United States and the
United Kingdom.  The company supplies products to a diverse group
of customers worldwide, marketing its products in over 70
countries.  

The company is also among the world's largest recyclers of
newspapers and magazines and are responsible for the forest
management of approximately 16 million hectares of third-party
certified sustainable forest land.

On Oct. 29, 2007, the company combined with Bowater in a merger of
equals to form AbitibiBowater.  As a result of the combination,
the company and Bowater became subsidiaries of AbitibiBowater.
AbitibiBowater is the largest producer of newsprint in the world
by capacity and one of the largest publicly traded pulp and paper
manufacturers in the world.

At Dec. 31, 2007, the company's consolidated balance sheet showed
C$6.572 billion in total assets, C$5.026 billion in total
liabilities, and C$1.546 billion total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2ac1

                          *     *     *

For the year ended Dec. 31, 2007, the company reported a net loss
of C$714 million, negative cash flows from operating activities of
C$468 million and reported an accumulated deficit of
C$1.591 billion as at Dec. 31, 2007.  The company has a total of
US$346 million of long-term debt that matures in 2008.  The
company also has revolving credit facilities with commitments
totalling C$710 million maturing in the fourth quarter of 2008.  
None of these debts have yet been refinanced.

These circumstances lend substantial doubt as to the ability of
the company to meet its obligations as they come due and,
accordingly, substantial doubt as to the appropriateness of the
use of accounting principles applicable to a going concern.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2008,
Fitch Ratings has downgraded the Issuer Default Rating of Abitibi-
Consolidated Inc.to 'CC' from 'CCC', its Senior unsecured debt to
'CC/RR4 from 'CCC/RR4', and its Secured revolver to 'CCC-/RR3'
from 'CCC+/RR3'.  The ratings remain on Rating Watch Negative.


ACCEPTANCE INSURANCE: District Court Orders Rehabilitation of Unit
------------------------------------------------------------------
On April 10, 2008, the United States District Court for the
District of Nebraska granted the request of the Nebraska
Department of Insurance to rehabilitate Acceptance Insurance
Company, a wholly owned subsidiary of Acceptance Insurance
Companies Inc.  The Court also appointed a rehabilitator and
granted an injunction.

Pursuant to the order, among other things, the rehabilitator has
all the power of the directors and officers of AIC, and is vested
with title to all of the property, contracts, rights of action and
all of the books and records of AIC.  The rehabilitator can take
possession and control of AIC's assets and administer them.

As part of the order, AIC is enjoined from transacting further
business except as directed by the rehabilitator, transferring its
assets and property, or instituting or further prosecuting any
actions or proceedings.  Although it is possible that AIC could
remain in rehabilitation for some time, emerge from rehabilitation
or be ordered into liquidation, among other possibilities, it is
unknown whether or not any of these possibilities will occur and,
if they do, when they will occur.

Granite Reinsurance Company, Ltd., a Barbados reinsurer, filed a
proof of claim against AICI in its Chapter 11 proceeding, claiming
AICI owed it $9 million of premium, plus interest, pursuant to an
MPCI Stop Loss Reinsurance Contract issued by Granite Re.  
Subsequently, Granite Re filed a complaint in the District Court
against AICI's wholly owned subsidiary, Acceptance Insurance
Company, alleging AIC also was liable to Granite Re on the same
Contract.

By consent, the district court transferred Granite Re's proceeding
against AIC to the United States Bankruptcy Court for the District
of Nebraska, which consolidated the proceeding with proceedings in
AICI's Chapter 11 proceeding as Adversary Proceeding No. A06-8015.  
AICI thereafter initiated a separate adversary proceeding against
Granite Re asserting a claim for unjust enrichment (Adv. Pro. No.
A06-8115).  AICI asserted the Contract lacked consideration, and
that Granite Re had been unjustly enriched by the $6 million AICI
paid to Granite Re for reinsurance Granite Re did not in fact
provide.

All issues associated with Granite Re's proof of claim asserted
against AICI, Granite Re's adversary complaint against AIC, and
AICI's adversary complaint against Granite Re were consolidated
for discovery and trial.

On May 9, 2007, the Bankruptcy Court ruled that:

   (i) Granite Re has no right to premiums claimed and AICI and
       AIC have no right to a refund of premiums paid;

  (ii) the adversary proceedings of Granite Re and AICI will be
       dismissed and

(iii) the Granite Re claim filed in the bankruptcy case will be
       denied.

Subsequently, the ruling was appealed by Granite Re to the United
States Bankruptcy Appellate Panel for the Eighth Circuit.

On March 12, 2008, the Appellate Court:

   (i) reversed the Bankruptcy Court's judgment that Granite Re
       was not entitled to receive the $9 million of premium, plus
       interest and

  (ii) affirmed that AICI has no right to the refund of the
       premiums paid (In re: Acceptance Insurance Companies Inc.,
       United States Bankruptcy Appellate Panel for the Eighth
       Circuit, Nos. 07-6027, 6029).

On April 2, 2008, the Appellate Court granted AICI and AIC's
motion for a stay with respect to the court's March 12, 2008
ruling, but conditioned the stay on the posting of a supersedeas
bond in the amount of $15 million no later than April 12, 2008.  
The posting of the bond required the approval of the Nebraska
Department of Insurance.  On April 3, 2008, the DOI denied a
request by AIC for approval to post the bond.  On April 7, 2008,
the Appellate Court denied AIC's request that it reconsider its
requirement for AIC to post the bond as a condition to staying the
court's March 12 ruling.  On April 7, 2008 the DOI filed in the
District Court for Lancaster County, Nebraska (Case No: CI 08-
1434) a petition for an order of rehabilitation and request for
injunction with respect to AIC.

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies, Inc. -- http://www.aicins.com/-- owns, either directly
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.

The company filed for chapter 11 protection on Jan. 7, 2005
(Bankr. D. Nebr. Case No. 05-80059).  The Debtor's affiliates--
Acceptance Insurance Services, Inc. and American Agrisurance, Inc.
-- each filed chapter 7 petitions (Bankr. D. Nebr. Case Nos.
05-80056 and 05-80058) on Jan. 7, 2005.  John J. Jolley, Esq.,
at Kutak Rock LLP, represents the Debtor in its restructuring
efforts.  Lawyers at McGrath North Mullin & Kratz PC LLO.
represent the the Official Committee of Unsecured Creditors in
Acceptance Insurance's case.  As of December 2007, the Debtor
listed $36,326,172 in total assets and $138,187,943 in total
debts.


ADVANCED MICRO: Posts $358 Mil. Net Loss in First Quarter of 2008
-----------------------------------------------------------------
Advanced Micro Devices Inc. reported first quarter 2008 revenue of
$1.5 billion; a net loss of $358.0 million, which is the company's
sixth consecutive quarterly net loss; and an operating loss of
$264.0 million.  First quarter revenue decreased 15% compared to
the fourth quarter of 2007 and increased 22% compared to the first
quarter of 2007.

In the fourth quarter 2007, AMD reported revenue of $1.7 billion,
a net loss of $1.7 billion, and an operating loss of $1.6 billion.  
In the first quarter 2007, AMD reported revenue of $1.2 billion, a
net loss $611.0 million, and an operating loss of $504.0 million.

"A seasonally weak first quarter was amplified by a challenging
economic environment for consumers and lower than expected
revenues of previous generation products, resulting in lower than
expected revenues in all business segments," Robert J. Rivet,
AMD's Chief Financial officer, said.  "However, we are encouraged
by the market acceptance of our Quad-Core AMD Opteron(TM) server
processors as well as our new chipset and graphics offerings.  We
remain committed to achieve operating profitability in the second
half of the year, driven by our portfolio of new products and
platforms and aggressive restructuring programs."

First quarter 2008 gross margin was 42% compared to 44% in the
fourth quarter of 2007 and 28% in the first quarter of 2007.  The
decrease from the prior quarter was primarily due to decreased
microprocessor unit shipments.

At March 29, 2008, the company's balance sheet showed total assets
of $11.2 billion and total liabilities of $8.5 billion, resulting
in a $2.6 billion stockholders' equity.  Equity, as of Dec. 29,
2007, was $2.9 billion.

Damon Poeter of ChannelWeb relates that an AMD spokesperson
confirmed that as part of streamlining the company's 16,420
workforce, it displaced 420 employees, including 215 in a non-
manufacturing site in Austin, Texas.  Don Clark of The Wall Street
Journal reported that AMD is mulling over a sale of some non-core
assets.

                      About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

At Dec. 29, 2007, the company's consolidated balance sheet showed
$11.550 billion in total assets, $8.295 billion in total
liabilities, $265.0 million in minority interest in consolidated
subsidiaries, and $2.990 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 28, 2008,
Fitch downgraded these ratings on Advanced Micro Devices Inc.,
including its Issuer Default Rating to 'B-' from 'B'; and its
Senior unsecured debt to 'CCC'/RR6 from 'CCC+/RR6'.  The Rating
Outlook remains Negative.


ALASKA COMMUNICATIONS: Closes $125MM Offering of Notes Due 2013
---------------------------------------------------------------
Alaska Communications Systems Group Inc. closed the sale of
$125 million in 5.75% convertible notes due March 1, 2013, which
includes the full exercise of the initial purchasers' over-
allotment option to purchase $15 million convertible notes.  The
notes were sold in a private placement pursuant to Rule 144A under
the Securities Act of 1933.

The notes are unsecured obligations of Alaska Communications,
subordinate to its obligations under its senior credit facility,
will pay interest semi-annually and will be convertible upon
satisfaction of certain conditions.  Upon conversion, holders will
receive an amount in cash, shares of Alaska Communications common
stock or a combination of cash and shares of the company's common
stock.  The notes are guaranteed by substantially all of Alaska
Communications' existing subsidiaries.  Holders of the notes will
have the right to require the company to repurchase all or some of
their notes at 100% of their principal, plus any accrued interest,
upon the occurrence of certain events.

The company also entered into convertible note hedge transactions
with an affiliate of one of the initial purchasers and certain
other financial institutions for the purpose of reducing the
potential dilution to common stockholders.  Alaska Communications
entered into warrant transactions with the same counterparties.   
The convertible note hedge and warrant transactions increase the
initial effective conversion price of the notes to approximately
$16.42 per share of common stock.

               About Alaska Communications Systems

Based in Anchorage, Alaska, Alaska Communications Systems Group --
http://www.acsalaska.com/-- provides integrated communications in   
Alaska, offering local telephone services, wireless, long
distance, data, and Internet services to business and residential
customers throughout Alaska.  The company owns and operates its
infrastructure for local and long-distance telephone, Internet and
wireless services.  It also operates a statewide wireless network
using code division multiple access technology, through which it
offers very high-speed mobile data using third-generation
evolution data optimized technology.  In addition, ACS Group
offers satellite television through its partnership with DISH
Network.  The company operates in four segments: local telephone,
which provides landline telecommunications services; wireless,
which provides wireless telecommunications service; Internet,
which provides Internet service and advanced Internet protocol-
based private networks, and interexchange, which provides switched
and dedicated long-distance services.

                           *     *     *

Alaska Communications reported $562,321,000 in total assets and
$587,010,000 in total liabilities, reflecting a $24,689,000
stockholders' deficit, as of December 31, 2006.

As reported by the Troubled Company Reporter on February 28, 2008,
the company said that in the course of its 2007 annual review of
financial results and application of financial controls,
management identified errors in the company's previously reported
depreciation expense for fiscal years 2006 and 2007.  Accordingly,
the company said it expects the restatement of its 2006 and 2007
financial results.  The company expects no significant changes to
previously reported revenues, EBITDA or cash flows; however,
previously reported depreciation expense and net income will
change.


ALERIS INTERNATIONAL: S&P Puts 'B+' Rating Under Negative Watch
---------------------------------------------------------------
On April 17, 2008, Standard & Poor's Ratings Services placed its
ratings for Aleris International Inc., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.
     
"The CreditWatch listing reflects our assessment that the weak
end-market demand in the company's North American rolled and
extruded products segment is likely to continue over the next
several quarters," said Standard & Poor's credit analyst Maurice
Austin, "primarily because of weaker demand for building and
construction, distribution, and transportation products.  This,
combined with increased debt balances due to the company's
aggressive growth strategy over the past few years, has resulted
in credit measures that we would consider to be weak for the
rating."
     
In resolving the CreditWatch listing, S&P will review the
company's near-term operating and financial strategy in light of
the difficult operating conditions and evaluate its cash flow
generation capability.


ALLIANCE FILM: Weak Liquidity Triggers S&P to Junk Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and first-lien issue ratings on Toronto-based Alliance Film
Holdings Inc. (formerly known as 6811540 Canada Inc.) to 'CCC'
from 'B-'.  At the same time, S&P lowered the issue rating on the
second-lien debt to 'CC' from 'CCC'.  All ratings remain on
CreditWatch with negative implications, where they were placed
Dec. 27, 2007.
     
The recovery rating on the first-lien debt is unchanged at '3',
indicating a meaningful (50%-70%) recovery in a default scenario.  
The recovery rating on the second-lien debt is also unchanged at
'6', indicating a negligible (0%-10%) recovery in a default
scenario.  
     
"The rating action reflects our concerns about the company's very
weak liquidity and operating results, as well as the likelihood
that it will not be able to meet its financial covenants for the
quarter ending June 30, 2008," said Standard & Poor's credit
analyst Greg Pau.  An obligation rated 'CCC' is vulnerable to
nonpayment and dependent on favorable conditions to meet its
financial obligations.
     
Alliance Film's pro forma EBITDA for the full-year 2007 was
materially lower than the projected amount, largely due to the
underperformance of expensive output deal pictures, lower-than-
expected television library sales, and a generally weak
industrywide film slate.  As a result, S&P estimated adjusted debt
to EBITDA to be about 10x for 2007, compared with the original
estimate of about 6x.  The company now projects that it might not
be able to meet the term loan covenant requirement to be measured
on a rolling-12-month basis as of June 30, 2008.  This could lead
to a possible acceleration in debt repayment that could threaten
the company's going concern unless the covenant is waived or met
by an additional equity injection.
     
The company's operating cash flow will remain constrained by its
heavy debt burden, unpredictable movie box office performance, and
continued weakness in television library sales.  In addition, the
company has poor earnings visibility because of the uncertainty
surrounding the success of the motion picture slate in any given
year.  Hence, the company's ability to avoid a payment default and
to execute its business plan will be contingent upon cash
injections from investors and continued support from its creditors
in agreeing to waive or amend the financial covenants.
     
Alliance Film is a new company that was formed on Aug. 15, 2007,
to enable sponsor GS Capital Partners VI LP, a private equity
affiliate of New York-based Goldman, Sachs & Co., and Toronto-
based Edgestone Capital Partners, to acquire the Movie
Distribution Income Fund.  Edgestone's equity interest was
subsequently sold to Montreal-based Societe Generale de
Financement du Quebec in January 2008.


ALOHA AIRLINES: Company Pilots Seek Injunctive Relief From Court
----------------------------------------------------------------
The Aloha Airlines pilots, represented by the Air Line Pilots
Association, International, filed a complaint in U.S. Bankruptcy
Court seeking injunctive relief against the airline.  ALPA asserts
that Aloha Airlines management's total disregard for pilots'
collective bargaining agreement during the past few weeks has
triggered a "major dispute" under the Railway Labor Act, which
governs airline contract negotiations.  ALPA seeks an order from
the Court to force Aloha Airlines to comply with its contract.

ALPA will continue efforts to resolve the major dispute with
management, but if no agreement is reached by 12:01 a.m. on
April 26, 2008, ALPA and the Aloha pilots may, after following all
of ALPA's internal preliminary procedures, strike any or all of
Aloha's operations.

"ALPA is ready to take any steps necessary to ensure that our
contract is upheld by this management," Capt. John Prater,
president of ALPA, said.  "The Aloha pilots have always displayed
the highest sense of loyalty and support for this union, their
fellow employees and their company."

"We can't prevent Aloha Airlines from ceasing its passenger
operations, but we can prevent this management from unlawfully
rejecting the legally binding contract they negotiated with their
pilots," Capt. Prater continued.

ALPA alleges that the company, through its actions and expressed
statements of its president and chief executive officer, continues
to repudiate the pilots' collective bargaining agreement by
terminating pilots out of seniority order, failing to provide
furlough pay and benefits, terminating the pilots' health plan,
recalling pilots out of seniority order, and failing to respect
job security provisions that require a prospective purchaser to
employ the current pilots in seniority order, among other things.

"Aloha has violated, and continues to violate, its obligations to
make every reasonable effort to maintain the working conditions of
the Aloha pilots pursuant to the contract," Capt. David Bird,
chairman of the Aloha arm of ALPA, said.  "We ask the court to
recognize these violations and order the company to comply with
the contract."

Since the company first filed for Chapter 11 protection, Aloha
pilots agreed to a 20 percent pay cut, productivity enhancements,
and a 2-year "freeze" on their pension plan, which has since been
terminated.  Aloha pilots gave more than $12 million worth of
concessions to the airline to support its previous restructuring
efforts to ensure stability and profitability.

Even after this recent bankruptcy filing, Aloha pilot leaders were
willing to meet with management to explore every avenue necessary
to assist the company in negotiating with prospective suitors.   
Management has continued to ignore every offer.

                        About Aloha Airlines

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

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

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


ALOHA AIRLINES: May Employ Char Sakamoto as Special Corp. Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Hawaii
granted Aloha Airlines Inc. and its debtor-affiliates permission
to employ Char Sakamoto Ishii Lum & Ching as their special
corporate counsel, nunc pro tunc to the petition date.

Among other things, the Debtors will need Char Sakamoto's
assistance to represent the Debtors in connection with general
corporate matters, including, without limitation, representing the
Debtors in negotiations with potential purchasers of the Debtors'
assets, negotiations with Aloha's aircraft and equipment lessors,
employees, as well as in connection with governmental and
legislative issues.

Elizabeth A. Ishii, Esq., a shareholder and director at Char
Sakamoto, told the Court that the firm neither holds or represents
any interests adverse to the Debtors and their estates, and that
the firm is a "disinterested person" as that term is defined under
Section 101(14) of the Bankruptcy Code.

Char Sakamoto will charge for its services on an hourly
basis in accordance with its ordinary and customary hourly rates
in effect on the date services are rendered.

                      About Aloha Airlines

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

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

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


ALOHA AIRLINES: May Employ David C. Farmer as Local Counsel
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Hawaii gave
Aloha Airlines Inc. and its debtor-affiliates permission to employ
David C. Farmer Attorney at Law LLC, as their local general
counsel, nunc pro tunc to their bankruptcy filing.

DCF will, among other things, assist the Debtors in stabilizing
business operations, implementing a communications program with
the Debtors' customers and suppliers, negotiating with key
creditor constituencies, utilizing the tools available in chapter
11 to restructure the Debtors' operations, addressing issued
related to the "first day" hearing and related orders,
constructing a business plan and plan of reorganization, and
defining the Debtors' strategy going forward.

David C. Farmer, Esq., the sole member of DCF, told the Court that
his firm neither holds or represents any interest adverse to the
Debtors or their estates, and that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

DCF's professionals bill:

     David C. Farmer, Esq.     $325 per hour
     Paralegals                 $95 per hour

Mr. Farmer told the Court that in the one-year period prior to the
Debtors' bankruptcy filing, DCF received total payments of
$84,534.75 from the Debtors.  DCF has applied these amounts in
full payment of its pre-petition fees and expenses, and the
remaining amount of $44,417 will be held by the firm in the form
of a $34,417 retainer and $10,000 cost deposit.

On March 20, 2008, DCF received a $8,100 wire transfer directly
from GMAC Commercial Finance LLC on account of DCF's December 2007
and January 2008 invoices to the Debtors aggregating $8,112.57.  
DCF is waiving its claim against the Debtors for the amount of its
invoices in excess of $8,100 so as to remain disinterested and
eligible to serve as counsel to the Debtors in these cases.

                      About Aloha Airlines

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

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

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


AMCORE FINANCIAL: Poor Trends Cue Fitch to Cut ID Rating to BB+
---------------------------------------------------------------
Fitch Ratings has downgraded these long- and short-term Issuer
Default Ratings on AMCORE Financial, Inc. and AMCORE Bank, N.A.:

AMFI
  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from F3'.

AMCORE Bank
  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from F3'.

In addition, Fitch has revised the Rating Outlook to Negative from
Stable.

Fitch has downgraded AMFI's ratings and revised the company's
Rating Outlook given deteriorating trends in asset quality and
concerns regarding the severity of the impending credit-related
regulatory action.  AMFI's level of nonperforming assets at
March 31, 2008 increased to 2.98% of loans, up significantly from
year-end 2007.  The deteriorating asset quality pressured
earnings, and AMFI reported a significant loss for the quarter.  
Fitch expects earnings to remain pressured throughout 2008 with
higher levels of nonaccrual assets and charge-offs.

In addition to operating with higher levels of problem credits,
AMFI will be faced with challenges posed by an impending Written
Agreement with regulators, which is related to weaknesses in the
bank's commercial lending area.  This regulatory action will
require the bank to improve credit underwriting and administration
practices, and could potentially lead to the identification of
higher levels of problem credits in the future.  AMFI's exposure
to the commercial real estate and residential construction markets
elevates the company's risk profile in light of a worsening credit
environment, and the Negative Outlook reflects the potential for
further deterioration over the next few quarters as the credit
cycle progresses.

AMFI's capital base, good funding profile, and strengthened
reserve provide support for the credit at the new rating level.  
The funding profile is sound with a reasonable reliance on
wholesale sources and a strong market share in its home market of
Rockford, Illinois.  Positively, AMFI continues to transform its
executive management team by adding experienced industry veterans
from larger Midwest banking institutions.  In the last 12 months,
AMFI has replaced its CEO, president, and CFO, and installed new
leadership in three of its four business lines.  Although AMFI's
new CEO has served as a board member for AMFI since 1997, he has
no other direct banking experience.

Fitch downgraded these ratings, with a Negative Outlook:

AMCORE Financial, Inc.
  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Individual to 'C' from 'B/C'.

AMCORE Bank, N.A.
  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Individual to 'C' from 'B/C';
  -- Long-term deposits to 'BBB-' from 'BBB';
  -- Short-term deposits to 'F3' from 'F2'.

In addition, Fitch affirmed these:

AMCORE Financial, Inc.
AMCORE Bank, N.A.
  -- Support '5';
  -- Support Floor 'NF'.


AMERICAN HOME: Parties Object to BofA and Creditors Committee Deal
------------------------------------------------------------------
American Home Mortgage Investors Corp., AHM Acquisition Co., Inc.,
and the United States Trustee for Region 3 have stated their
positions regarding a settlement stipulation with respect to the
limited use of cash collateral by American Home and its debtor-
affiliates.

                 The Settlement Stipulation

The Official Committee of Unsecured Creditors and Bank of America,
N.A., agent for certain prepetition secured parties under the
Second Amended and Restated Credit Agreement dated August 10,
2006, jointly asked the Court to approve a stipulation that
resolves all remaining issues with respect to BofA's collateral.

The parties have agreed to settle issues relating to Prepetition
Secured Parties' interests in the Debtors' REO property, certain
prepetition collateral, and certain fees and costs for the
reduction of the Debtors' indebtedness to BofA, which as of the
Petition aggregated more than $1,000,000,000.

Pursuant to the Court's order approving the Debtors' use of the
cash collateral, BofA has received proceeds from the Debtors'
sale of certain collateral, which proceeds BofA applied in
permanent reduction of the Indebtedness.

The principal remaining Collateral to be sold consists of 3,400
residential mortgage loans with outstanding amounts aggregating
$584,000,000.

The salient terms of the Stipulation are:

   -- The parties established a "benchmark" level of Indebtedness
      of $1,082,867,194, as of the Petition Date.  After cash
      receipts from the Collateral, Court-appointed liquidating
      trustee, or any Debtor, have been paid to the Prepetition
      Secured Parties and irrevocably applied to the permanent
      reduction of the Indebtedness by an amount of
      $1,017,895,163, the remaining proceeds of the Cash Receipts
      will be shared between the Prepetition Secured Parties and
      the Debtors' bankruptcy estates;

   -- The Creditors Committee waives the right to file any
      adversary proceeding or contested matter against the
      Prepetition Secured Parties and release all claims relating
      to the Remaining Issues;

   -- The Prepetition Secured Parties:

      * waive their claims against and liens on certain
        designated REO Properties;

      * will have no responsibility for the Designated REO
        Properties; and

      * all expenses incurred or advances made in connection with
        the Designated REO Properties will be paid by the
        estates, and not from Collateral proceeds;

   -- The Creditors Committee will support BofA's request for
      relief from stay to sell the 3,400 mortgage loans, which
      act as collateral for the Debtors' prepetition obligations.
      to BofA.  With respect to all other requests, contested
      matters or adversary proceedings concerning the Collateral
      or the Prepetition Secured Parties' claims, the Creditors
      Committee will either remain neutral, or support BofA and
      the Prepetition Secured Parties, but will not oppose them;

   -- BofA's fees and expenses incurred with respect to the
      Stipulation will be paid from the Secured Parties' Share;
      and

   -- To the extent that the Prepetition Secured Parties'
      prepetition claims asserted in BofA's Claim No. 8165 are
      unsatisfied after all Cash Receipts have been applied, the
      Prepetition Secured Parties will have a deficiency claim
      with all other allowed unsecured claims against the
      estates, but not entitled to any distributions from the
      Estate Share or the Designated REO Properties.

       Parties Object to BofA and Creditors Committee Deal

A. Debtors

The Debtors object to the joint request of the Official Committee
of Unsecured Creditors and Bank of America, N.A., administrative
agent for prepetition secured parties, for entry of a final
stipulation and order resolving all remaining issues with respect
to the final order authorizing the Debtors' limited use of cash
collateral.

"Although the standards for approval of a compromise under Rule
9019 [of the Federal Rules of Bankruptcy Procedure] are not
particularly stringent, regrettably, the Settlement Stipulation
cannot clear those low hurdles," James L. Patton, Jr., Esq., at
Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware,
tells the Court.

Mr. Patton notes the Settlement purportedly offers value to
general unsecured creditors through (i) the value from the
release of BofA's claims and liens on certain designated REO
properties, and (ii) certain sharing arrangement.  

The Debtors support "the spirit of the notion" of the release of
claims and the sharing of recovery, but not its form.  Mr. Patton
points out that the Settlement's terms are skewed heavily in
favor of BofA, and to the detriment of the bankruptcy estates.  

The Debtors, therefore, say they "cannot" support the Settlement
Stipulation.

Analyzing the consideration offered by BofA against the price
agreed to by the Creditors Committee, the price being paid by the
estates is simply too high, Mr. Patton explains.  In return for
the meager and potentially illusory consideration, he says, the
Creditors Committee has agreed to:

   -- submit itself to the control of BofA for the duration of
      the complex Chapter 11 cases;

   -- relegate itself to bystander status in connection with
      several, critical matters yet-to-be decided by the Court
      related to the Collateral and BofA's asserted rights;

   -- allow and immunize from objection the amount and treatment
      of any deficiency claim in contravention of the Debtors'
      and other creditors' rights and the Bankruptcy Code; and

   -- support BofA's request for relief from stay despite the
      adverse implications that allowing BofA to control the
      disposition of the Collateral will have on the value of the
      Collateral.

The Settlement goes far beyond resolving only the issues
delegated to the Creditors Committee, Mr. Patton points out.  He
avers the Committee has exceeded its authority and standing
conferred under the Cash Collateral Order and the Bankruptcy
Code.  The Debtors tell Judge Sontchi the Settlement is not in
the best interests of the estates and should be rejected.

B. AHM Acquisition

AH Mortgage Acquisition Co., Inc., the purchaser of the Debtors'
mortgage servicing business, and WLR Recovery Fund III, L.P.,
administrative agent for certain DIP Lenders, say they do not
"generally object" to the merits of the Settlement.  The group
however, objects to a section in the Settlement that could
operate to permit non-priority, general unsecured creditors to
receive distributions while administrative claimants, and even
amounts that may become owed under the DIP Loan Agreement, remain
unpaid.

Section 3(e) of the Settlement provides that the share of cash
receipts to be paid to the estates and any proceeds of certain
designated REO properties will be held in trust for the benefit
of general unsecured creditors to be distributed pursuant to a
confirmed Chapter 11 plan or Court order.

Victoria W. Counihan, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, notes that in a situation where the
administrative claims were large enough, it could even create an
incentive for the Creditors Committee to seek conversion of the
Debtors' Chapter 11 cases to Chapter 7 to avoid having to utilize
all or part of the recoveries under the Settlement Stipulation to
pay administrative claimants.

Even if the Settlement proceeds could be said to come solely from
what would otherwise constitute a portion of the Prepetition
Secured Parties' recovery, Ms. Counihan notes that courts have
disapproved of those purported senior creditor gifts in pre-plan
Chapter 11 settlement agreements, when it could leave
administrative or priority claimants unpaid.

WLR also objects to the Settlement on concerns that certain
proceeds that will go to unsecured creditors may constitute
collateral under the DIP Loan Agreement.  Ms. Counihan notes the
DIP Lenders have been granted a lien on any proceeds of the
Prepetition Secured Parties' collateral remaining after they are
paid in full.

AHM Acquisition and WLR ask the Court to deny the Creditors
Committee and BofA's request, unless the Settlement is modified
to make clear that any outstanding obligations under the DIP Loan
Agreement and all administrative claims will be paid in full
before the general unsecured creditors will receive recoveries.

C. U.S. Trustee

Kelly Beaudin Stapleton, United States Trustee for Region 3, also
objects to Section 3(e), asserting that it is "unclear" whether
the distribution is contrary to the Bankruptcy Code's priority
scheme.  She notes that under the Bankruptcy Code, administrative
and priority unsecured claims are paid ahead of general unsecured
claims.

Ms. Stapleton cites In Myers v. Martin (In re Martin), 91 F.3d
389, 393 (3d Cir. 1996), wherein the U.S. Court of Appeals for
the Third Circuit identified four criteria in considering a
proposed settlement of estate claims.  She contends that Section
3(e) is inconsistent with Martin's fourth factor, which is "the
paramount interest of the creditors."  She adds that the proposed
distribution to general unsecured creditors is unfair to both
administrative and priority unsecured creditors, as it puts
general unsecured creditors in a better position than they would
have been if the Creditors Committee had successfully litigated
the Remaining Issues to a best-scenario close.

"Under no circumstances, however, would litigation of the
Remaining Issues to a close result in a cash payment directly to
general unsecured creditors at the expense of administrative and
priority unsecured creditors," Ms. Stapleton tells the Court.

                 Challenge Deadline Extended

In a Court-approved stipulation, the Debtors, Creditors Committee
and BofA agreed to further extend until April 18, 2008, the
deadline for the Creditors Committee to file an adversary
proceeding or contested matter seeking determination on certain
remaining issues relating to Credit Agreement.

                       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 extended
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: Files Objections to 63 Claims
--------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
disallow and expunge, reassign, or reclassify 63 disputed claims.

After reconciling each of the proofs of claim and supporting
materials against their books and records, the Debtors have
determined that they are not liable with respect to 15 claims.  
The Debtors' books and records, which they believe to be
accurate, do not reflect that any prepetition amounts are due and
owing on account of the No Liability Claims:

   Claimant                  Claim No.     Claim Amount
   --------                  ---------     ------------
   Velez, Cynthia R.             521           $130,000
   Velez, Cynthia R.            6041            130,000
   Somerman, Steven M.           419             27,083
   Somerman, Steven M.           701             27,083
   Clay, Donna M.                765             22,500
   D'Angeli, Linda               821              8,996
   Knag, Paul Jr.                745              8,653
   Dycka, Christopher J.         863              2,657
   Dycka, Christopher J.        4038              2,657
   Sweeney, Ryan                 924              1,500
   Sweeney, Ryan                7468              1,500
   Rosenblatt, Katherine        6307              1,090
   Rosenblatt, Katherine        6308              1,090
   Peacock, Valorie J.           543                990
   Peacock, Valorie J.          3937                990

Certain claimants filed identical claims against multiple
Debtors.  The Debtors say that only one claim against the
appropriate Debtor should be allowed for each claimant of the 34
Multiple Debtor Claims, which include:

   Claimant                  Claim No.     Claim Amount
   --------                  ---------     ------------
   Hayes, James J.               106            $14,980
   Lalli, Jeanne                 260             10,096
   Matthews, George T.          2299             10,000
   Boyle, Suzanne               1002              9,728
   Boyle, Suzanne               2325              9,033

After reconciling each of the proofs of claim and supporting
materials against the Debtors' books and records, they determined
that they are not liable for the full amounts asserted in eight
claims.  Consequently, the Debtors believe that these Reduced
Claims should be disallowed and expunged in part to reduce the
claim amounts:

                                            Amount      Reduced
  Claimant                   Claim No.     Claimed       Amount
  --------                   ---------     -------       ------
  Arndt, Lisa K.                1327        $5,271       $4,943
  D'Angeli, Joseph               865         5,133        3,384
  Collins Pallwitz, Diana       7493         5,184        2,488
  Contreras, Reana              2829         1,231        1,231
  Cordero, Noel Jr.              940         1,384        1,035
  Bodie, Danna L.               4711         1,120          896
  Corbett, Heather              9043         1,355          730
  Cordts, Audra Lynn            1413         1,440          392

Similar to the Reduced Claims, the Debtors have determined that
they are not liable for the whole amounts asserted in five
claims, which should also be reassigned to the correct Debtors.  
Accordingly, the Debtors object to the Reduced Wrong Debtor
Claims, and ask the Court to disallow and expunge in part, and
reassign each of the Reduced Wrong Debtor Claims:

                         Claim      Wrong   Correct      Claim
  Claimant               Number    Debtor    Debtor     Amount
  --------               ------    ------    ------     ------
  Barney, Ivan L.         1535        --      AHMC       3,973
  Baker, Linda A.         1492      AHMHI     AHMC       2,300
  Clark, Patricia         1021        --      HSSI       3,939
  Bierd, Jessica          1198        --      AHMC       2,558
  Beall, Carol A.         1019        --      AHMC       1,282

The Debtors have further determined that Claim No. 572 asserted
by Elizabeth Dorney Brown for $1,019 should be reassigned to
Debtor American Home Mortgage Corp., and reclassified as a
priority claim.

                       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 extended
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).    


AMERIQUEST MORTGAGE: Fitch Chips Ratings on 15 Certificate Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Ameriquest
Mortgage Securities Inc. mortgage-backed pass-through
certificates:

Series 2001-A
  -- Class A affirmed at 'AAA'.

Series 2002-A
  -- Classes A & IO affirmed at 'AAA'.

Series 2002-B
  -- Classes A & IO affirmed at 'AAA'.

Series 2002-C
  -- Classes AF-6, AV, & PO affirmed at 'AAA';
  -- Class M-1 affirmed at 'BBB';
  -- Class M-2 affirmed at 'CC/DR4'.

Series 2002-D
  -- Classes AF & AV affirmed at 'AAA';
  -- Class M-1 affirmed at 'A+';
  -- Class M-2 downgraded to 'BB' from 'BBB+'.

Series 2002-4
  -- Class M-2 affirmed at 'AA+';
  -- Class M-3 affirmed at 'BBB';
  -- Class M-4 downgraded to 'C/DR4' from 'B'.

Series 2003-5
  -- Classes A-5 & A-6 affirmed at 'AAA';
  -- Class M1 affirmed at 'AA+';
  -- Class M2 affirmed at 'AA';
  -- Class M3 affirmed at 'A+'.

Series 2003-9
  -- Classes AF-2, AF-3, AV-1, & AV-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 affirmed at 'BBB'.

Series 2003-13
  -- Class AF-4, AF-5, AF-6, AV-1, & AV-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 downgraded to 'BB' from 'BBB'.

Series 2003-AR1
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'A';
  -- Class M-4 affirmed at 'BBB'.

Series 2004-FR1
  -- Class A-5 to A-7 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 affirmed at 'BBB+';
  -- Class M-8 affirmed at 'BBB';
  -- Class M-9 affirmed at 'BBB-'.

Series 2004-R7
  -- Classes A-1, A-4 & A-6 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'AA+';
  -- Class M-3 affirmed at 'AA+';
  -- Class M-4 affirmed at 'AA';
  -- Class M-5 affirmed at 'AA-';
  -- Class M-6 affirmed at 'A+';
  -- Class M-7 downgraded to 'A-' from 'A';
  -- Class M-8 downgraded to 'BBB+' from 'A-';
  -- Class M-9 downgraded to 'BBB' from 'BBB+';
  -- Class M-10 downgraded to 'BB' from 'BBB'.

Series 2004-R8
  -- Classes A-1, A-4 & A-5 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 downgraded to 'A' from 'A+';
  -- Class M-5 downgraded to 'BBB+' from 'A';
  -- Class M-6 downgraded to 'BBB' from 'A-';
  -- Class M-7 downgraded to 'BBB-' from 'BBB+';
  -- Class M-8 downgraded to 'BB' from 'BBB', placed on Rating
     Watch Negative;

  -- Class M-9 downgraded to 'B' from 'BBB-', placed on Rating
     Watch Negative;

  -- Class M-10 downgraded to 'B' from 'BB+', placed on Rating
     Watch Negative.

Series 2004-R10
  -- Classes A-1, A-4 & A-5 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 downgraded to 'A' from 'A+';
  -- Class M-5 downgraded to 'A-' from 'A';
  -- Class M-6 downgraded to 'BBB' from 'A-';
  -- Class M-7 downgraded to 'BBB-' from 'BBB+';
  -- Class M-8 downgraded to 'BB' from 'BBB', placed on 'Rating
     Watch Negative;

  -- Class M-9 downgraded to 'BB' from 'BBB-', placed on Rating
     Watch Negative;

  -- Class M-10 downgraded to 'B' from 'BB+', placed on Rating
     Watch Negative.

The affirmations, affecting approximately $2.1 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $283.4 million of the outstanding certificates, are
taken as a result of a deteriorating relationship between credit
enhancement and expected loss.  In addition, $47.1 million of the
outstanding certificates are placed on 'Rating Watch Negative.'

The collateral of the transactions generally consists of fully-
amortizing fixed-rate and adjustable-rate mortgage loans extended
to subprime borrowers and secured by first-liens on one- to four-
family residential properties.  The loans were originated or
purchased by Ameriquest Mortgage Company and are serviced by Citi
Residential Lending Inc., which is rated 'RPS3+' by Fitch.

As of the March 2008 remittance date, the pool factors of the
above transactions range from 4% (series 2001-A) to 39% (series
2004-FR1).  In addition, the seasoning ranges from 42 months
(series 2004-R10) to 76 months (series 2001-A).  


AMPEX CORP: Gets Nasdaq Delisting Notice on Chapter 11 Filing
-------------------------------------------------------------
Ampex Corporation, on April 11, 2008, received notice from The
Nasdaq Stock Market that, after the company's filing of a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code on March 30, 2008, the staff of Nasdaq's Listing
Qualifications Department has determined that the company's class
a common stock will be delisted from Nasdaq unless the company
requests an appeal of the determination.

Nasdaq's determination was based upon the company's Chapter 11
filing, associated public interest concerns raised by it, concerns
regarding the residual equity interests of the company's existing
common stockholders and its ability to sustain compliance with all
of Nasdaq's continued listing requirements.

Unless Ampex appeals Nasdaq's determination, trading in its common
stock will be suspended at the opening of business on April 21,
2008, and a form 25-NSE will be filed with the commission, which
will remove the company's common stock from listing and
registration on Nasdaq.  

Ampex intends to appeal Nasdaq's determination by requesting an
oral hearing before a Nasdaq Listing Qualifications Panel.  The
company's hearing request will stay the suspension of its common
stock and the filing of the form 25-NSE pending the panel's
decision, although there can be no assurance that the panel will
ultimately grant the company's appeal.

                      About Ampex Corporation

Headquartered in Redwood City, California, Ampex Corp. --
http://www.ampex.com-- designs and manufactures data storage   
products used in defense application to gather images and other
date from aircrafts, satellites and submarines.

The company and six of its affiliates filed for Chapter 11
protection on March 30, 2008 (Bankr. S.D.N.Y. Lead Case No.08-
11094).  Matthew Allen Feldman, Esq., and Rachel C. Strickland,
Esq., at Willkie Farr & Gallagher LLP, represent the Debtors in
their restructuring efforts.

When the Debtors filed for protection against their creditors,
they listed total assets of $26,467,000 and total debts of
$133,602,000.


AMSCAN HOLDINGS: Earns $19.3 Million in Year Ended Dec. 31
----------------------------------------------------------
Amscan Holdings Inc. reported net income of $19.3 million on net
sales of $1.222 billion for the year ended Dec. 31, 2007, compared
with net income of $6.4 million on net sales $993 million for the
year ended Dec. 31, 2006.

                        Wholesale Segment

Net sales, at wholesale, of $453.3 million were $20.8 million or
4.8% higher than sales for the year ended Dec. 31, 2006.  

                          Retail Segment

Net retail sales of company-owned stores for year ended Dec. 31,
2007, were $768.1 million or 37.0% higher than net retail sales
for the year ended Dec. 31, 2006.  

The increase in net retail sales of company-owned stores includes
$113.6 million of sales generated by Party America stores from the
beginning of the year through the one year anniversary on
Sept. 29, 2007, of the Party America acquisition, $31.1 million of
sales generated by Factory Card & Party Outlet during 2007,
$19.1 million of sales generated by Party City Franchise Group LLC
during 2007, and $28.6 million of sales generated by Gags & Games
during 2007.

                   Same-Store Net Retail Sales

Same-store net retail sales for Party City stores during 2007
totaled $512.7 million or 6.3% higher than for 2006.  Same-store
net sales of seasonal and non-seasonal merchandise increased 3.7%
and 7.6%, respectively.  The increase in Party City net sales also
reflects a 7.8% increase in the average net sale per retail
transaction and a 1.4% decrease in customer count at the company-
owned stores.  Same-store net sales for Party America stores
during 2007 decreased 0.5% as compared with 2006, with customer
count down 2.6% and average transaction up 2.1%.

                   Royalties and Franchise Fees

Franchise related revenue for the year ended Dec. 31, 2007,
consisting of royalties and franchise fees, totaled $25.9 million
or 16.9% higher than revenue for 2006.  During 2007, twenty nine
stores were either opened or acquired by franchisees, and fifteen
franchise stores were closed or sold to the company's corporate
retail store segment, as compared to sixteen store openings, two
store acquisitions and nine store closings in 2006.

In addition, the fifty five stores acquired from franchise owners
by PCFG are considered corporate stores for financial reporting
purposes.  Accordingly, their post-acquisition royalties are
eliminated in consolidation.  Franchise stores reported same-store
net sales of $577.7 million or an increase of 3.3% for the year
ended Dec. 31, 2007, when compared to the year ended Dec. 31,  
2006.

                      Income from Operations

Income from operations increased to $105.8 million during the
twelve months ended Dec. 31, 2007, from $64.7 million in 2006,
primarily due to the increase in total revenues.

                      Interest Expense, Net

Interest expense, net, of $54.6 million for 2007 was $297,000
lower than actual interest expense for the year ended Dec. 31,
2006, reflecting reduced interest rates resulting from the
company's 2007 debt refinancing, partially offset by higher
average borrowings following the Party America acquisition in
September 2006, and the acquisitions of Factory Card & Party
Outlet, PCFG and Gags & Games in 2007.

                           Indebtedness

At Dec. 31, 2007, the company had long-term obligations of
$592.9 million, compared with $562.0 million at Dec. 31, 2006.

                       Capital Requirements

Management currently believes that the cash generated by
operations, together with the borrowing availability under the
company's credit agreements, will be sufficient to meet working
capital needs for the next twelve months, including investments
made and expenses incurred in connection with technology to
improve merchandising and distribution systems, support cost
reduction initiatives, and improved efficiencies.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.499 billion in total assets, $1.089 billion in total
liabilities, $34 million in redeemable common securities, and
$376 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2ad1

                      About Amscan Holdings

Headquartered in Elmsford, New York, Amscan Holdings Inc. --
http://www.amscan.com/-- designs, manufactures, contracts for  
manufacture and distributes party goods, including paper and
plastic tableware, metallic balloons, accessories, novelties,
gifts and stationery.  

The company also operates specialty retail party supply stores in
the United States, and franchises both individual stores and
franchise areas throughout the United States and Puerto Rico,
under the names Party City, Party America, The Paper Factory and
Halloween USA.  With the acquisition of Factory Card & Party
Outlet Corporation on Nov. 16, 2007, the company also operates
specialty retail party and social expressions supply stores under
the name Factory Card & Party Outlet.

                           *     *     *

As reported by the Troubled Company Reporter on December 12, 2007,  
Moody's Investors Service confirmed the ratings on Amscan
Holdings, Inc.'s 8.75% senior subordinated notes (2014) at Caa1
(LGD 5, 87%).  Moody's also confirmed the ratings on the company's
secured revolving credit facility at Ba3 (LGD 2, 29%), secured
term loan at B1 (LGD 3, 35%), and corporate family rating at B2.


ASAHI GLASS: Closes 40% North American Biz Over "Substantial" Loss
------------------------------------------------------------------
With regard to its flat glass business in North America, Asahi
Glass Company Ltd. said it has decided to stop operations on three
float glass production lines and two architectural coating lines
from April to December this year and sell the glass fabrication
business in order to respond to the rapid changes in the business
environment.

AGC President Brad Kitterman was quoted by Trading Markets, citing
McClatchy Tribune Information Services, as stating that the
closure "is part of the massive corporate restructuring" in
response to the declining Japanese economy."  Kelly Busch, vice
president of technical development for AGC's corporate offices in
Tennessee commented that the company has incurred "substantial"
losses, Trading Markets reports.

Asahi Glass said it will concentrate its management resources on
glass for solar cells, sales of which are expected to grow
rapidly, as well as raw glass for automotive use and value-added
building products.

Asahi Glass stated it has been working on a profitability
improving project with respect to its North American flat glass
business since 2006, including an overhaul of management and
shutdown of a Cinnaminson plant of subsidiary AGC Flat Glass North
America Inc.  However, the continued decline in the housing market
in North America, where residential glass occupies a greater
share, has created a serious oversupply situation.  The earnings
structure of AFNA excessively depends on clear float glass --
general-purpose glass that is difficult to differentiate from
products of competitors.  This, combined with higher costs driven
by a price surge in raw materials, has been squeezing Asahi Glass'
profitability in the region.

The company added that the with growing concern about the global
environment and energy issues, the solar cell market is projected
to rapidly grow by 40% annually on a global basis.  In North
America, demand for glass for solar cells is expected to expand,
while demand for raw glass for automotive use and value-added
building products is projected to remain stable.

Under these circumstances, Asahi Glass disclosed it has decided to
restructure the flat glass business in North America to focus on
three categories: glass for solar cells, raw glass for automotive
use and value-added building products.  It has also decided to
stop operations of float glass at the Victorville Plant, the St.
Augustine Plant and Line No. 1 at Greenland Plant of AFNA, hoping
to improve the supply-demand balance of glass and raise the
utilization rate of other production facilities.  By these
measures, Asahi Glass will decrease its glass production capacity
in North America by about 40%.

According to the company, as for architectural sputter coating
lines, which have an excessive output capacity compared with the
size of the market, Asahi Glass has decided to stop operations at
the Victorville Plant and Hampton Plant of AFNA and concentrate
production of its full commercial and residential product range at
the Abingdon Plant.  Moreover, it has decided to sell the glass
fabrication business to focus on core glass production and coating
technologies.

With this new structure, AFNA will be better able to focus
resources and management attention to driving product innovation
and improving cost and quality to better serve customer's needs,
the company revealed.

Asahi Glass stated it will continue to leverage its group
resources and production technologies to introduce leading edge
high performance products into the North American flat glass
market.

As a result of this restructuring program, Asahi Glass said it
expects to incur an extraordinary loss of JPY13.5 billion in the
second quarter of fiscal year 2008.  However, there will be no
change in the outlook for the fiscal year 2008, since the loss has
already been factored in.

                       About AGC Flat Glass

AGC Flat Glass, formerly AFG Glass, -- http://www.agc-flatglass.eu
-- is a unit of Asahi Glass Company Ltd. -- http://www.agc.co.jp/
-- based in Tokyo, Japan.  AGC Flat Glass North America in
Alpharetta, Georgia -- http://www.afgglass.com/-- is one of its  
subsidiaries.  Its subsidiary, AGC Automotive Europe, makes
automotive glass.  Plants for both are located in seven countries
throughout Europe and in Russia and Brazil.  Glaverbel was founded
in 1961 by the combination of Belgian glass makers Glaver and
Univerbel.  The Victorville plant opened in 1987 to serve as a
West Coast operation for then Tennesseebased AFG glass company.  
The local plant was expected to bring 200 to 500 jobs.  In 1992,
AFG was acquired by Japan-based Asahi Glass Company, which claims
to be the largest float glass company in the world with affiliates
in other parts of Asia, Europe and the Americas.  Last year, the
company was renamed AGC Flat Glass North America.

AGC offers the broadest product line in the flat-glass industry --
supporting residential, commercial, specialty and automotive glass
markets. AGC offers clear and tinted flat-glass products,
patterned glass, energy-efficient coated glass, tempered and
laminated products, insulating window units, and specialty
products such as touch-panel and solar glass.


ASSET BACK: Fitch Downgrades Ratings on $509.6MM Certificates
-------------------------------------------------------------
Fitch Ratings has taken rating actions on six Asset Back Funding
Corp mortgage pass-through certificates.  Unless stated otherwise,
any bonds that were previously placed on Rating Watch Negative are
now removed.  Affirmations total $1.4 billion and downgrades total
$509.6 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

ABFC, Series 2005-AQ1
  -- $83.3 million class A-2 affirmed at 'AAA',
     (BL: 78.45, LCR: 20.59);

  -- $42.4 million class A-3 affirmed at 'AAA',
     (BL: 67.23, LCR: 17.65);

  -- $165.8 million class A-4 affirmed at 'AAA',
     (BL: 29.67, LCR: 7.79);

  -- $52.3 million class A-5 affirmed at 'AAA',
     (BL: 19.62, LCR: 5.15);

  -- $74.5 million class A-6 affirmed at 'AAA',
     (BL: 20.63, LCR: 5.42);

  -- $36.8 million class M-1 affirmed at 'AA',
     (BL: 11.98, LCR: 3.14);

  -- $13.5 million class M-2 affirmed at 'A',
     (BL: 9.14, LCR: 2.4);

  -- $3.3 million class M-3 affirmed at 'A-',
     (BL: 8.45, LCR: 2.22);

  -- $2.9 million class M-4 affirmed at 'BBB+',
     (BL: 7.86, LCR: 2.06);

  -- $2.9 million class M-5 affirmed at 'BBB',
     (BL: 7.28, LCR: 1.91);

  -- $3.3 million class M-6 affirmed at 'BBB-',
     (BL: 6.62, LCR: 1.74);

  -- $3.3 million class B-1 affirmed at 'BB+',
     (BL: 5.93, LCR: 1.56);

  -- $3.7 million class B-2 affirmed at 'BB',
     (BL: 5.23, LCR: 1.37);

Deal Summary
  -- Originators: Ameriquest Mortgage Company (100%);
  -- 60+ day Delinquency: 4.20%
  -- Realized Losses to date (% of Original Balance): 0.28%
  -- Expected Remaining Losses (% of Current balance): 3.81%
  -- Cumulative Expected Losses (% of Original Balance): 2.57%

ABFC, Series 2005-HE1
  -- $90.8 million class M-1 affirmed at 'AA+',
     (BL: 80.13, LCR: 3.87);

  -- $57.0 million class M-2 affirmed at 'AA',
     (BL: 59.72, LCR: 2.88);

  -- $31.2 million class M-3 downgraded to 'BBB' from 'AA-'
     (BL: 33.55, LCR: 1.62);

  -- $31.2 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 28.24, LCR: 1.36);

  -- $31.2 million class M-5 downgraded to 'B' from 'A'
     (BL: 24.54, LCR: 1.18);

  -- $26.7 million class M-6 downgraded to 'B' from 'A-'
     (BL: 21.40, LCR: 1.03);

  -- $20.5 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 18.96, LCR: 0.92);

  -- $18.7 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 16.73, LCR: 0.81);

  -- $12.5 million class M-9 downgraded to 'CC/DR3' from 'BBB-'
     (BL: 15.19, LCR: 0.73);

  -- $8.2 million class B-1 downgraded to 'CC/DR5' from 'BB'
     (BL: 13.67, LCR: 0.66);

  -- $8.3 million class B-2 downgraded to 'CC/DR5' from 'B+'
     (BL: 11.80, LCR: 0.57);

  -- $7.1 million class B-3 downgraded to 'CC/DR6' from 'B'
     (BL: 11.06, LCR: 0.53);

Deal Summary
  -- Originators: Option One Mortgage Corporation (81.2%); and
     Accredited Home Lenders, Inc. (18.8%)
  -- 60+ day Delinquency: 31.08%
  -- Realized Losses to date (% of Original Balance): 1.06%
  -- Expected Remaining Losses (% of Current balance): 20.72%
  -- Cumulative Expected Losses (% of Original Balance): 5.14%

ABFC, Series 2005-HE2
  -- $24.0 million class A1 affirmed at 'AAA',
     (BL: 87.56, LCR: 4.15);

  -- $41.2 million class A2C affirmed at 'AAA',
     (BL: 94.34, LCR: 4.48);

  -- $57.0 million class A2D affirmed at 'AAA',
     (BL: 83.02, LCR: 3.94);

  -- $46.7 million class M1 affirmed at 'AA+',
     (BL: 71.47, LCR: 3.39);

  -- $41.7 million class M2 affirmed at 'AA+',
     (BL: 60.72, LCR: 2.88);

  -- $23.9 million class M3 affirmed at 'AA',
     (BL: 54.43, LCR: 2.58);

  -- $36.2 million class M4 affirmed at 'AA-',
     (BL: 41.70, LCR: 1.98);

  -- $18.4 million class M5 affirmed at 'BBB',
     (BL: 38.34, LCR: 1.82);

  -- $18.4 million class M6 affirmed at 'BBB-',
     (BL: 34.01, LCR: 1.61);

  -- $12.9 million class M7 affirmed at 'BB',
     (BL: 30.67, LCR: 1.46);

  -- $13.5 million class M8 affirmed at 'BB-',
     (BL: 26.90, LCR: 1.28);

Deal Summary
  -- Originators: WMC Mortgage Corporation (79.10%); and Ownit
     Mortgage Solutions, Inc (20.9%)
  -- 60+ day Delinquency: 40.19%
  -- Realized Losses to date (% of Original Balance): 1.89%
  -- Expected Remaining Losses (% of Current balance): 21.08%
  -- Cumulative Expected Losses (% of Original Balance): 8.72%

ABFC, Series 2005-OPT1
  -- $7.4 million class A-1MZ affirmed at 'AAA',
     (BL: 62.50, LCR: 2.06);

  -- $29.7 million class A-1SS affirmed at 'AAA',
     (BL: 70.69, LCR: 2.33);

  -- $32.8 million class A-2B affirmed at 'AAA',
     (BL: 71.56, LCR: 2.36);

  -- $23.9 million class A-2C affirmed at 'AAA',
     (BL: 61.75, LCR: 2.04);

  -- $22.1 million class M1 downgraded to 'BBB' from 'AA+'
     (BL: 48.94, LCR: 1.62);

  -- $19.9 million class M2 downgraded to 'BB' from 'AA'
     (BL: 38.17, LCR: 1.26);

  -- $6.2 million class M3 downgraded to 'B' from 'AA-'
     (BL: 34.66, LCR: 1.14);

  -- $6.5 million class M4 downgraded to 'B' from 'A+'
     (BL: 30.96, LCR: 1.02);

  -- $6.0 million class M5 downgraded to 'CCC' from 'BBB+'
     (BL: 27.42, LCR: 0.91);

  -- $6.2 million class M6 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 20.33, LCR: 0.67);

  -- $5.5 million class M7 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 17.69, LCR: 0.58);

  -- $3.5 million class M8 downgraded to 'CC/DR5' from 'B'
     (BL: 15.93, LCR: 0.53);

  -- $5.2 million class M9 downgraded to 'C/DR6' from 'B'
     (BL: 13.23, LCR: 0.44);

  -- $4.2 million class B1 downgraded to 'C/DR6' from 'CC/DR2'
     (BL: 11.82, LCR: 0.39);

  -- $3.0 million class B2 revised to 'C/DR6' from C/DR4'
     (BL: 11.66, LCR: 0.38);

Deal Summary
  -- Originators: Option One Mortgage Corp. (100%)
  -- 60+ day Delinquency: 32.43%
  -- Realized Losses to date (% of Original Balance): 1.02%
  -- Expected Remaining Losses (% of Current balance): 30.29%
  -- Cumulative Expected Losses (% of Original Balance): 12.41%

ABFC, Series 2005-WF1:
  -- $13.2 million class A-1 affirmed at 'AAA',
     (BL: 78.73, LCR: 6.54);

  -- $5.4 million class A-2B affirmed at 'AAA',
     (BL: 100.00, LCR: 8.31);

  -- $96.0 million class A-2C affirmed at 'AAA',
     (BL: 72.66, LCR: 6.04);

  -- $54.4 million class M-1 affirmed at 'AA+',
     (BL: 53.94, LCR: 4.48);

  -- $34.3 million class M-2 affirmed at 'AA',
     (BL: 29.10, LCR: 2.42);

  -- $16.5 million class M-3 affirmed at 'AA-',
     (BL: 25.44, LCR: 2.11);

  -- $11.8 million class M-4 downgraded to 'A' from 'A+'
     (BL: 23.10, LCR: 1.92);

  -- $11.8 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 20.75, LCR: 1.72);

  -- $12.4 million class M-6 downgraded to 'BBB' from 'A-'
     (BL: 18.43, LCR: 1.53);

  -- $11.8 million class M-7 downgraded to 'BBB' from 'A-'
     (BL: 16.29, LCR: 1.35);

  -- $10.0 million class M-8 downgraded to 'B' from 'BBB+'
     (BL: 14.48, LCR: 1.2);

  -- $11.8 million class M-9 downgraded to 'B' from 'BBB'
     (BL: 11.97, LCR: 0.99);

  -- $8.9 million class M-10 downgraded to 'CCC' from 'BB+'
     (BL: 10.43, LCR: 0.87);

  -- $4.7 million class B-1 downgraded to 'CC/DR3' from 'BB'
     (BL: 9.88, LCR: 0.82);

  -- $5.3 million class B-2 downgraded to 'CC/DR3' from 'BB-'
     (BL: 9.54, LCR: 0.79);

Deal Summary
  -- Originators: Wells Fargo Bank, N.A. (100%)
  -- 60+ day Delinquency: 17.99%
  -- Realized Losses to date (% of Original Balance): 0.49%
  -- Expected Remaining Losses (% of Current balance): 12.04%
  -- Cumulative Expected Losses (% of Original Balance): 3.76%

ABFC, Series 2005-WMC1
  -- $39.3 million class A1 affirmed at 'AAA',
     (BL: 76.03, LCR: 2.39);

  -- $35.8 million class A2C affirmed at 'AAA',
     (BL: 89.31, LCR: 2.81);

  -- $45.9 million class A2D affirmed at 'AAA',
     (BL: 89.31, LCR: 2.81);

  -- $9.1 million class A2MZ affirmed at 'AAA',
     (BL: 76.36, LCR: 2.4);

  -- $37.3 million class M1 affirmed at 'AA+',
     (BL: 65.23, LCR: 2.05);

  -- $33.7 million class M2 downgraded to 'A' from 'AA+'
     (BL: 54.47, LCR: 1.72);

  -- $23.2 million class M3 downgraded to 'BBB' from 'AA'
     (BL: 48.16, LCR: 1.52);

  -- $16.1 million class M4 downgraded to 'BB' from 'AA'
     (BL: 43.48, LCR: 1.37);

  -- $16.6 million class M5 downgraded to 'B' from 'AA-'
     (BL: 38.54, LCR: 1.21);

  -- $14.1 million class M6 downgraded to 'B' from 'A+'
     (BL: 34.27, LCR: 1.08);

  -- $15.1 million class M7 downgraded to 'CCC' from 'A-'
     (BL: 29.56, LCR: 0.93);

  -- $11.6 million class M8 downgraded to 'CCC' from 'B+'
     (BL: 25.91, LCR: 0.82);

  -- $10.1 million class M9 downgraded to 'CC/DR5' from 'B'
     (BL: 22.65, LCR: 0.71);

Deal Summary
  -- Originators: WMC Mortgage Corp. (100%)
  -- 60+ day Delinquency: 39.16%
  -- Realized Losses to date (% of Original Balance): 2.09%
  -- Expected Remaining Losses (% of Current balance): 31.76%
  -- Cumulative Expected Losses (% of Original Balance): 13.11%

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.


ATA AIRLINES: U.S. Trustee Appoints Creditors Committee
-------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 10,
appoints five members to the Official Committee of Unsecured
Creditors in the Chapter 11 case of ATA Airlines, Inc.

The Creditors Committee members are:

   (1) Goodrich Corporation
       Attn: Beth E. Hansen
       4 Coliseum Center
       2730 W. Tyvola Rd.
       Charlotte, North Carolina 28217-4578
       Tel: (704) 423-8679
       Fax: (704) 423-7017

   (2) Wilmington Trust Company
       Attn: James McGinley
       520 Madison Avenue, 33rd Floor
       New York, New York 10022
       Tel: (212) 415-0522
       Fax: (212) 415-0513

   (3) Servisair USA Inc.
       Attn: Dino G. Noto
       151 N. Point Drive
       Houston, Texas 77060
       Tel: (281) 260-3913
       Fax: (281) 999-3740

   (4) Air Line Pilots Association
       Attn: Michael A. Gray
       5333 S. Laramie Avenue, Suite 119
       Chicago, Illinois 60638
       Tel: (773) 284-4910
       Fax: (773) 284-1866

   (5) Association of Flight Attendants-CWA, AFL-CIO
       Attn: Rhonda Hogard
       620 Liberty Court
       Bourbonnais, Illinois 60914
       Tel: (815) 936-1238
       Fax: (815) 936-1238

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2 (Bankr. S.D. Ind.
Case No. 08-03675), citing the unexpected cancellation of a key
contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.  (ATA Airlines Bankruptcy News;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/  
or 215/945-7000).


ATA AIRLINES: Asks Court to Amend BMC Employment Order
------------------------------------------------------
ATA Airlines, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Indiana to amend its ruling approving the
employment of BMC Group, Inc., to provide that BMC is also
authorized to serve as the airlines' official noticing agent.

Early this month, ATA Airlines won court approval to employ BMC
Group as its claims agent during its Chapter 11 case.

ATA Airlines sought the services of BMC Group in light of the
numerous creditors and other parties involved in its bankruptcy
case.  The airlines believes that BMC Group is well-qualified for
the job, given its extensive experience, and the cost-effective
methods it employs in claims processing and reconciliation.

As claims agent, BMC Group will:  

   (1) receive and record original proofs of claim filed;

   (2) reconcile and resolve claims as requested;

   (3) create and maintain official claims registers;

   (4) implement security measures to ensure the completeness
       and integrity of the claims registers;

   (5) transmit to the Office of the Clerk of the Court a copy
       of the claims registers;

   (6) maintain an up-to-date mailing list for all parties that
       have filed a proof of claim or interest, which must be
       available upon request of a party or the Clerk's Office;

   (7) provide access to the public for examination of copies
       of the proofs of claim or interest without charge during
       regular business hours;

   (8) record all transfers of claims, and provide notice of
       the transfer;

   (9) comply with applicable federal, state, municipal, and
       local statutes and other requirements;

  (10) promptly comply with other conditions and requirements
       that may be prescribed by the Court or the Clerk's
       Office; and
  
  (11) maintain a Web site with court pleadings and other
       information that may be requested by ATA Airlines or
       the Clerk's Office.

ATA Airlines will pay the firm for its services, expenses and
supplies at the rate or price in effect on the day these are
provided to the airlines, in accordance with BMC Group's fee
schedule.  In addition, the fees and costs are to be treated as
an administrative expense of ATA Airlines' estate.

In the event BMC Group cannot provide the services, it is
required to notify the Clerk's Office and ATA Airlines within
14 days to have all original proofs of claim and any other data
turned over to the Clerk's Office, or to another claims agent
with the consent of the airlines and the Clerk's Office.

Tinamarie Feil, chief financial officer of BMC Group, assured the
Court that her firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2 (Bankr. S.D. Ind.
Case No. 08-03675), citing the unexpected cancellation of a key
contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.  (ATA Airlines Bankruptcy News;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/  
or 215/945-7000).


ATA AIRLINES: Wants to Reject Aircraft & Spare Engine Leases
------------------------------------------------------------
ATA Airlines, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to reject
its leases for aircraft and certain spare engines effective as of
the Petition Date.

A list of the rejected aircraft and spare engines is available
without charge at:

   http://bankrupt.com/misc/ATAAirlinesRejectedLeases

ATA Airlines said it does not need the leases in light of the
cessation of its flight operations following the bankruptcy
filing.  The airlines also wants to avoid any potential
administrative expense claims it may incur if the leases are not
rejected.

The rejected leases do not include ATA Airlines' leases for the
aircraft equipment from RPK Capital V, L.L.C.  The airlines
explained it needs more time to evaluate whether or not it will
benefit from the rejection of the RPK leases.

In connection with the lease rejection, the Court permitted ATA
Airlines to return the aircraft and engines to the lessors within
45 days after April 2, 2008.  The airlines will shoulder the cost
of delivering the aircraft and engines, subject to the budget
limitation provided in the cash collateral order.

ATA Airlines was also authorized to continue the insurance
coverage and the storage maintenance program for the aircraft and
engines, until those are claimed by the lessors.  Any lessor who
requests a certificate of insurance will be furnished of the
document, and is allowed to conduct an inspection.

With respect to the equipment it leases from RPK Capital, ATA
Airlines was directed to maintain insurance coverage for the
equipment, disclose to RPK Capital the location of all logs and
records concerning the equipment, and provide copies of the  
subleases to RPK Capital Management Group, LLC.   

                     Macquarie, Et Al. Object

Prior to the Court's decision, Macquarie AirFinance Group
objected to the proposed rejection of leases unless ATA Airlines
assures that:

   (i) the aircraft it leased from MAG will be ferried to Lake
       City Municipal Airport at the airlines' own expense; and

  (ii) all the engines are placed on-wing on the aircraft after
       the ferry flight, and will not be removed from the
       aircraft unless there is written approval from the
       lessor.

MAG requested that the airlines promptly produce the records
relating to the aircraft, and provide more information about the
estimated cost for ferrying the aircraft to determine if the
expense is within the budget limitation provided for under the
cash collateral order.

Meanwhile, Wilmington Trust Company urged the Court that any
ruling it would issue approving the rejection should provide
terms similar with those contained in the rejection order it
issued during ATA Airlines' prior bankruptcy case.

                      About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2 (Bankr. S.D. Ind.
Case No. 08-03675), citing the unexpected cancellation of a key
contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.  (ATA Airlines Bankruptcy News;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/  
or 215/945-7000).


ATLANTIS SYSTEMS: Furnishes Bi-Weekly Report on Default Status
--------------------------------------------------------------
Atlantis Systems Corp. provided a bi-weekly default status report
in connection with the delay of its filing of its annual financial
statements, management's discussion and analysis and annual
information form for the fiscal year ended Dec. 31, 2007 and the
related certifications.

Atlantis confirmed that the negotiations with ComVest Capital LLC
in respect of the proposed financing are ongoing with a view to
closing the financing no later than April 24, 2008.  However, as
certain terms and conditions are under negotiation, there can be
no assurance that this financing will be completed.
    
Atlantis also reported that its annual meeting of shareholders,
which had been scheduled for May 22, 2008, will be deferred to a
later date to be determined once the annual filings have been
filed.  Atlantis confirmed that the record date for such meeting,
which had been set as April 14, 2008, would be reset when the date
for the meeting is determined.
    
As required by CSA Notice 57-301, Atlantis will provide bi-weekly
updates on the status of the failure to file its annual filings
until they have been filed.  An "issuer" cease trade order could
be issued if the annual filings are not filed before May 31, 2008.   
An "issuer" cease trade order may be imposed sooner if Atlantis
fails to provide bi-weekly updates.

                     About Atlantis Systems
    
Headquartered near Toronto, Canada, Atlantis (TSX: AIQ) is a
globally recognized training integrator for customers in the
military, commercial aviation sectors and energy markets. Atlantis
combines desktop and full-flight simulation, knowledge management,
learning management systems, flight training devices and
multimedia e-learning to provide integrated flight training and
aircraft maintenance training to a global list of customers. For
more than 29 years, Atlantis has drawn on its extensive
engineering background and proprietary technology to offer cost-
efficient, state of the art alternatives to real-life conditions
and situations. Atlantis is registered under a number of quality
management programs including ISO 9001:2000, AS 9100:2004, CSA-
Z299.1-1985, Boeing BQMS D6-82479 and Rockwell Collins RC-9000,
among others. On the Net: http://www.atlantissi.com/


A PHILLIPS HAULING: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Anthony Phillips, Jr. Hauling, Inc.
        7533 Tioga Street
        Pittsburgh, PA 15208

Bankruptcy Case No.: 08-22170

Chapter 11 Petition Date:  08-22170

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel:  Richard R. Tarantine, Esq.
                   801 Vinial Street, 3rd Floor
                   Pittsburgh, PA 15212
                   Tel: (412) 690-2463
                   Fax: (412) 690-4285
                   E-mail: rrt@btclaw.com
                           http://www.btclaw.com

U.S. Trustee:      Office of the United States Trustee
                   Attn: Joseph M. Fornari Jr., Esq.
                   1001 Liberty Avenue, Suite 970
                   Pittsburgh, PA 15222
                   Tel: (412) 644-4756
                   E-mail: Joseph.M.Fornari@usdoj.gov

Total Assets:      $810,126

Total Debts:       $1,041,086

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Commonwealth of Pennsylvania   Tax liens for         $118,634
Depart. of Revenue             employer
Bureau of Compliance           withholding tax
PO Box 280948
                               Value of security:
                                  $0
                               Unsecured balance:
                                  $118,634

BFI Waste System of            Civil judgment        $100,000
North America, Inc.
11 Boggs Road                  Value of Security:
Imperial, PA 15126                $0
                               Unsecured balance:
                                  $100,000

City of Pittsburgh             Withholding,          $81,428
Treasurer, City of Pittsburgh  Business privilege
414 Grant Street, Rm 205       etc.
Pittsburgh, PA 15219-2476

Monarch Oil Company, Inc.      Goods and services    $76,000

Elkrun Industries              Goods and services    $50,540

National Builders &            Confession of         $44,378
  Acceptance Corp                judgment

                               Value of security:
                                 $0
                               Unsecured balance
                                 $44,378

C&D Disposal Technologies LLC  Goods and services    $40,000

Super City Mfg Co. Inc.        Goods and services    $25,619

PA Dept. of Labor & Industry   State workers'        $16,457
                               insurance fund
                               contribution

American Express               Goods and services    $10,000

A&L Salvage LLC                Goods and services    $8,829

Mario Frollo                   Civil judgment        $8,144

                               Value of security:
                                 $0
                               Unsecured balance
                                 $8,144

Liberty Waste Services, LLC    Goods and services    $3,500


B&T INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: B&T Industries, Ltd.
        dba B&T Cabinet & Door Co.
        dba California Cabinet & Door Co.
        dba T Industries, Inc.
        dba B&T Industries, Inc.
        fdba California Cabinet & Door
        2170 Wardrobe Ave.
        Merced, CA 95340

Bankruptcy Case No.: 08-12023

Type of Business: The Debtor manufactures cabinet doors.  See
                  http://www.caldoor.com/

Chapter 11 Petition Date: April 11, 2008

Court: Eastern District of California

Judge: Whitney Rimel

Debtor's Counsel: Riley C. Walter, Esq.
                  7110 N. Fresno St., Ste. 400
                  Fresno, CA 93720
                  Tel: (559) 435-9800

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Nordic Saw & Tool Co.                                $23,565
P.O. Box 1128
Turlock, CA 95381-1128

Northern California Collection collecting for State  $22,000
Service                        Compensation
700 Leisure Lane               Insurance Fund
Sacramento, CA 95815

William Newman III                                   $17,380
Attorney at Law
2103 "O" Street
Merced, CA 95340

Capital One Bank                                     $15,758

DATS Trucking, Inc.                                  $13,944

Adorn, LLC                                           $13,396

USF Bestway                                          $11,515

Gravure Ink                                          $11,381

Bank of America                                      $9,461

CPS Resources, Inc.                                  $6,875

Department of Industrial       Cal OSHA              $6,450
Relations

Dave Nunes Hay                                       $5,000

Sherwin Williams                                     $4,005

Employment Development Dept.                         $4,000

William Burkett                labor commissioner    $3,082
                               judgment issued on
                               October 23, 2006

Capital One Bank                                     $3,041

Daubert Chemical Co.                                 $2,647

Kelly Moore Paint                                    $2,265

Sonora Face Co.                                      $2,253

American River Packaging                             $1,831


BARLOW PROJECTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: Barlow Projects, Inc.
             2805 West 15th Suite 200
             Amarillo, TX 79106

Bankruptcy Case No.: 07-20412

Debtor-affiliate filing separate Chapter 11 petitions on April 10,
2008:

        Entity                                     Case No.
        ------                                     --------
        Barlow Projects Harrisburg, LLC            08-20196

Type of business: The Debtors are Texas-based energy services
                  companies developing renewable energy projects
                  world-wide.  See http://www.barlowprojects.com

Chapter 11 Petition Date: August 24, 2007

Court: Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtors' Counsel: Roger S. Cox, Esq.
                  Sanders, Baker & Jesko, P.C.
                  P.O. Box 2667
                  Amarillo, TX 79105-2667
                  Tel: (806) 372-2020
                  Fax: (806) 372-3725

Barlow Projects, Inc's Financial Condition:

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

The Debtors did not file lists of their largest unsecured
creditors.


BASIS YIELD: Grant Thornton to Lodge Claim for Assets
-----------------------------------------------------
In a proceeding before the New South Wales Supreme Court in
Sydney, Australia, the legal counsel for Grant Thornton said that
the accounting firm is considering lodging a claim for a
proportion of Basis Yield Alpha Fund (Master)'s assets, Madeliene
Koo at InvestorDaily reports.  The New South Wales proceeding
seeks to clarify investor rights.

Grant Thornton is the official liquidator of Basis Yield.

According to the newspaper, legal counsel for Basis Capital
Group, Basis Yield Fund's parent, said Grant Thornton's interest
in the Cayman Islands-based Basis Yield Fund's assets may cause
the amount of money in the fund to be reduced, and more time is
needed to sort out the problem.

"This issue could adversely affect the interests of the
investments [the investors are] seeking clarification on,"
InvestorDaily said quoting Richard Gilbert, chief executive at
Investment and Financial Services Association.

The Basis Yield Fund, which invested in the United States
sub-prime mortgage market, is in an official liquidation
proceeding in the Cayman Islands after the collapse of the U.S.
sub-prime market.

InvestorDaily said that BT Financial Group, custodians for
Challenger Financial Group, the Commonwealth Bank of Australia,
and Melbourne-based teachers' superannuation fund Combined Funds
have joined in the New South Wales proceedings to claw back
investor funds in the Basis Yield Fund and the Basis Aust-Rim
Diversified Fund administered through their wrap platforms.

                        About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


BASIS YIELD: Foreign Reps Seek Dismissal of Chapter 15 Case
-----------------------------------------------------------
Hugh Dickson, Stephen John Akers, and Paul Andrew Billingham,  
foreign representatives of Basis Yield Alpha Fund (Master), ask
the U.S. Bankruptcy Court for the Southern District of New York
to dismiss their request for protection of Basis Yield's U.S.-
based assets under Chapter 15 of the U.S. Bankruptcy Code.  The
Foreign Representatives also seek dismissal of their request for
recognition of Basis Yield's insolvency proceeding pending in the
Grand Court of the Cayman Islands.

On behalf of the Foreign Representatives, Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP, in New York, notes that
Chapter 15 does not provide for a specific procedure to withdraw
or dismiss a Chapter 15 petition.  

She points out though that Section 105(a) of the U.S. Bankruptcy
Code provides, in relevant part, that "[t]he court may issue any
order, process or judgment that is necessary or appropriate to
carry out the provisions of this title."  She further notes that
Rule 1017 of the Federal Rules of Bankruptcy Procedure provides,
in relevant part, that "a case shall not be dismissed on motion of
the petitioner . . . before a hearing on notice as provided in
Rule 2002."

Accordingly, she contends that a case filed under Chapter 15 may
be dismissed by the Bankruptcy Court after hearing and notice of
motion.

"The Foreign Representatives have determined that it is in the
best interest of the Foreign Debtor's creditors and all parties
in interest to now request that this Court dismiss the Chapter 15
case without prejudice," Ms. Dine says.

The Bankruptcy Court will convene a hearing on the Foreign
Representatives' dismissal request on April 30, 2008.  Objections
are due April 23.

If the Bankruptcy Court approves the dismissal request, Basis
Yield's liquidation will be carried out by the Cayman Court, Bill
Rochelle at Bloomberg News says.

The Foreign Representatives filed the Chapter 15 request in late
August 2007.  On the same day, the Bankruptcy Court issued a
temporary restraining order pending a hearing on a preliminary
injunction.  In September 2007, the Bankruptcy Court entered a
preliminary order pursuant to which all entities were, among
others, enjoined from commencing any legal proceedings against
the Foreign Representatives in connection with Basis Yield.  

In November 2007, the Foreign Representatives filed a summary
judgment regarding the recognition of the Cayman Islands case as
a foreign main proceeding.  Judge Robert Gerber of the Southern
New York Bankruptcy Court denied the Summary Judgment Request in
January 2008 after finding that none of the papers filed by the
Foreign Representatives have addressed, in any meaningful way, any
of the factors that would support recognition of Basis Yield's
Cayman Islands liquidation as a foreign main proceeding.  Judge
Gerber told the Foreign Representatives during the hearing to
return to Court with answers to questions where Basis Yield
actually conducted operations.

                        About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


BLOCKBUSTER INC: CEO Keyes' $5.6MM Pay Lower than Predecessor's
---------------------------------------------------------------
Blockbuster Inc. disclosed, in a Securities and Exchange
Commission filing, that James W. Keyes, the company's chairman of
the board and chief executive officer, received less than former
Chairman and CEO John F. Antioco in 2007.  Mr. Keyes' total
compensation package in 2007 was $5.6 million, while Mr. Antioco
was paid a total of $11.5 million in 2007.

As reported in the Troubled Company Reporter on March 22, 2007,
Blockbuster and Mr. Antioco entered into an amended and restated
employment agreement that sets forth terms of Mr. Antioco's
departure from the company in 2007.  Mr. Antioco would receive a
2006 bonus of $3.0525 million, which reflects a compromise between
the $2.28 million bonus previously conditionally offered by the
board and $7.65 million, which is the amount Antioco was entitled
to receive under his previous employment agreement and
Blockbuster's 2006 Senior Bonus Plan if negative discretion was
not invoked.  

Additionally, at the conclusion of his employment, Mr. Antioco
will receive a lump sum payment of $4.9875 million as compared to
a lump sum payment of $13.5 million that he would have been
entitled to receive if he had been terminated without cause or had
resigned for good reason on Dec. 31, 2007, under his previous
employment agreement.

Based in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a leading global      
provider of in-home movie and game entertainment, with over 7,800
stores throughout the Americas, Europe, Asia and Australia.  
(Movie Gallery Bankruptcy News Issue No. 15; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

At Jan. 6, 2008, the company's total debt, including capital lease
obligations was $757.8 million compared with $984.2 million in
Dec. 31, 2006.


BLUE WATER: Creditors Committee Appeals Final DIP Order
-------------------------------------------------------
The Official Committee of Unsecured Creditors is appealing to the
U.S. District Court for the Eastern Division of Michigan an order
by the Honorable Marci B. McIvor's granting final approval to a
request by Blue Water Automotive Systems, Inc., and its debtor
affiliates to enter into a $35,000,000 revolving credit facility
provided by Citizens Bank.

The Creditors Committee objected to the DIP Financing, citing
that the Debtors' cases should instead be converted to Chapter 7
due to continuing losses by the Debtors.

In its objection to the DIP Motion, Ryan D. Heilman, Esq., at
Schafer and Weiner, PLLC, in Bloomfield Hills, Michigan, counsel
to the Committee, told the U.S. Bankruptcy Court for the Eastern
District of Michigan the Debtors "are placing their own survival
above all considerations and the price that the Debtors would pay
through the Final DIP Order nullifies possible benefits thus
driving the Debtors envitably towards administrative insolvency."

                 About Blue Water Automotive

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

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

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


BLUE WATER: Wants to Pay Incentives to Critical Employees
---------------------------------------------------------
Pursuant to Sections 105(a), 363(b) and 503(b) of the Bankruptcy
Code, Blue Water Automotive and four affiliates seek authority
from the U.S. Bankruptcy Court for the Eastern District of
Michigan to make incentive payments totaling $497,812 to a limited
number of critical, non-insider employees.

A schedule of the Critical Employees and their incentive payments
is available for free at:

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

The Debtors propose that the payments be treated as
administrative expenses of the Debtors' estates.  Nicole Y. Lamb-
Hale, Esq.,at Foley & Lardner LLP, in Detroit, Michigan, says
that while certain of the Employees have titles suggesting they
are insiders, like vice president, they are not covered by
Sections 101(31) and 503(c).  She says the Critical Employees are
mid-level employees who are critical to the day-to-day operations
of the Debtors.

The Debtors aver the Incentive Payments are necessary to
appropriately compensate the Critical Employees, given the
enormous additional burdens placed on them by these bankruptcy
proceedings, and to ensure that the Employees remain motivated to
perform the important tasks necessary to maintain the value of
the Debtors' businesses.  The Debtors contend that if they are
unable to make the Incentive Payments, there will be more
departures of employees that will be harmful to the enterprise
value of the Debtors' businesses.

The Debtors clarify that none of the Critical Employees
identified in the list will receive any Incentive Payments
unless:

   (a) the Employees satisfactorily perform their duties as
       required by the Debtors; and

   (b) the Employees remain in the Debtors' employ through the
       successful consummation of a sale of the Debtors' assets
       under Section 363.

The Debtors say that the Incentive Payments, if any, will be paid
to the Employees subsequent to the closing of the Asset Sale.  In
the event that an Employee's employment is terminated prior to
the Closing, the said Employee will forfeit his or her right to
the Incentive Payments.  In that event, the Debtors will seek the
Court's authority to reallocate forfeited Incentive Payments to
the Employees remaining consistent with the Debtors' business
judgment.

The Debtors disclose that the Final DIP Order budgeted $500,000
for the Incentive Payments.

                 About Blue Water Automotive

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

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

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



BNC MORTGAGE: Higher Delinquencies Prompt Moody's 55 Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 55 tranches
from 5 subprime RMBS transactions issued by BNC Mortgage Loan
Trust.  16 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 are a result of Moody's on-going surveillance process.

Complete rating actions are:

Issuer: BNC Mortgage Loan Trust 2006-1

  -- Cl. A4, Downgraded to A2 from Aaa

  -- Cl. M1, Downgraded to B1 from Aa1

  -- Cl. M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to Caa1 from Baa2

  -- Cl. M5, Downgraded to Caa2 from Ba1

  -- Cl. M6, Downgraded to Caa3 from B2

  -- Cl. M7, Downgraded to Ca from B3

  -- Cl. M8, Downgraded to Ca from Caa2

  -- Cl. M9, Downgraded to C from Caa3

Issuer: BNC Mortgage Loan Trust 2006-2

  -- Cl. A1, Downgraded to A2 from Aaa

  -- Cl. A5, Downgraded to A3 from Aaa

  -- Cl. M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to Caa1 from Baa2

  -- Cl. M5, Downgraded to Caa2 from Ba2

  -- Cl. M6, Downgraded to Caa3 from B3

  -- Cl. M7, Downgraded to Caa3 from B3

  -- Cl. M8, Downgraded to Ca from B3

  -- Cl. M9, Downgraded to C from Caa2

  -- Cl. B1, Downgraded to C from Caa3

  -- Cl. B2, Downgraded to C from Ca

Issuer: BNC Mortgage Loan Trust 2007-1

  -- Cl. M1, Downgraded to Aa3 from Aa1

  -- Cl. M2, Downgraded to B1 from Aa2

  -- Cl. M3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to Caa1 from Baa1

  -- Cl. M7, Downgraded to Caa2 from Ba1

  -- Cl. M8, Downgraded to Caa3 from Ba2

  -- Cl. M9, Downgraded to Caa3 from B3

  -- Cl. B1, Downgraded to C from Caa2

Issuer: BNC Mortgage Loan Trust 2007-2

  -- Cl. M1, Downgraded to Aa2 from Aa1

  -- Cl. M2, Downgraded to Baa2 from Aa2

  -- Cl. M3, Downgraded to Ba2 from Aa3

  -- Cl. M4, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Caa1 from Ba1

  -- Cl. M9, Downgraded to Caa2 from Ba2

  -- Cl. B1, Downgraded to Caa3 from B1

  -- Cl. B2, Downgraded to Ca from Caa2

Issuer: BNC Mortgage Loan Trust 2007-3

  -- Cl. M1, Downgraded to A3 from Aa1

  -- Cl. M2, Downgraded to Ba1 from Aa2

  -- Cl. M3, Downgraded to B1 from Aa3

  -- Cl. M4, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Caa1 from Baa3

  -- Cl. M9, Downgraded to Caa2 from Ba1

  -- Cl. B1, Downgraded to Caa3 from B1

  -- Cl. B2, Downgraded to Ca from B3


CANADIAN TRUSTS: CCAA Stay Order Extended Until May 31, 2008
------------------------------------------------------------
Investors represented by the Pan-Canadian Investors Committee for
Third Party Structured Asset Backed Commercial Paper sought and
obtained an order from the Superior Court of Justice (Commercial
List) for the Province of Ontario, on April 15, 2008, extending
the stay protection from certain creditors under the Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended.

Pursuant to the Stay Extension Order, the Honorable Justice
Colin Campbell ruled that until and including May 31, 2008, no
proceeding or enforcement process in any court or tribunal will
be commenced or continued against the CCAA Parties, Ernst & Young
Inc., as the Court-appointed Monitor, or affecting the CCAA
Parties' business or property except with leave of the CCAA
Court.  All proceedings currently under way against or in respect
of the CCAA Parties or their representatives are stayed and
suspended pending further Court order.

The CCAA Parties include 20 Assets Backed Commercial Paper
Trusts or the Conduits and the Issuer Trustees of the ABCP
Trusts or the Respondents.  The ABCP Trusts are Apollo Trust,
Apsley Trust, Aria Trust, Aurora Trust, Comet Trust, Encore
Trust, Gemini Trust, Ironstone Trust, MMAI-1 Trust, Newshore
Canadian Trust, Opus Trust, Planet Trust, Rocket Trust, Selkirk
Funding Trust, Silverstone Trust, Slate Trust, Structured Asset
Trust, Structured Investment Trust III, Symphony Trust and
Whitehall Trust.

The ABCP Issuer Trustees are 4446372 Canada Inc., 6932819 Canada
Inc., Metcalfe & Mansfield Alternative Investments II Corp.,  
Metcalfe & Mansfield Alternative Investments III Corp., Metcalfe
& Mansfield Alternative Investments V Corp., Metcalfe & Mansfield
Alternative Investments XI Corp. and. Metcalfe & Mansfield
Alternative Investments XII Corp.

                Monitor Supports Stay Extension

Ernst & Young, Inc., the Monitor for the ABCP Trusts' CCAA
proceedings, agree that the Applicants need a stay extension for
these reasons:

   (1) The meeting of Noteholders to consider the Pan-Canadian
       Committee's proposed Plan of Compromise and Arrangement is
       scheduled for April 25, 2008;

   (2) The Information Statement accompanying the Plan indicates
       the expectation of the Pan-Canadian Committee that, if the
       Plan is approved by the Noteholders and sanctioned by the
       Court on May 2, 2008 -- proposed hearing date for the
       Sanction Order -- the implementation date of the Plan will
       likely be on May 30; and

   (3) Based on the cash flow projections provided with the
       Monitor's First Report, and subject to an updated cash
       flow projections and the Conduit cash balances as of
       February 29, 2008, it is the Monitor's expectation that
       there is no material detriment to the Noteholders
       generally if the Stay is extended to May 31.

The Monitor believes that the Applicants are acting in good faith
and with due diligence in the CCAA Proceedings.

                 Pan-Canadian Committee's Statement

"The extension will simply continue the protections to date kept
in place under the Court-ordered stay and allow voting on the Plan
to proceed as scheduled," said Purdy Crawford, chairman of the
Pan-Canadian Investors Committee for Third-Party Structured ABCP.

Under the Plan, noteholders would benefit from an improvement in
the potential for value recovery over time, a lower risk of margin
calls, investment grade credit ratings for the vast majority of
the new notes, and improved transparency with regard to the
underlying assets.

A copy of the Plan, related Information Statement and other
documents, including the meeting and voting materials, have been
mailed to all registered and beneficial noteholders and are
available on Ernst & Young Inc.'s public Web site for the ABCP
restructuring -- http://www.ey.com/ca/commercialpaper/

Noteholders are encouraged to submit their voting forms to the
Court-appointed Monitor, Ernst & Young Inc., by April 22 so that
they will be eligible to participate in the vote scheduled for
April 25 at the noteholder meeting to be held in Toronto.

                      About the ABCP Trusts

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone
Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet
Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust,
Slate Trust, Structured Asset Trust, Structured Investment Trust
III, Symphony Trust, Whitehall Trust are entities based in Canada
that issue securities called third-party structured finance asset-
backed commercial paper.  As of September 14, 2007, these 21
Canadian Trusts had approximately $33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting $32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  

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


CANADIAN TRUSTS: Ernst & Young Delivers Second Status Report
------------------------------------------------------------
Ernst & Young, Inc., as monitor of the proceedings commenced by
the Pan-Canadian Investors Committee for Third-Party Structured
Asset-Backed Commercial Paper under Canada's Companies' Creditors
Arrangement Act, delivered its second monitor report on April 11,
2008, to the Ontario Superior Court of Justice to apprise  
Honorable Justice Colin Campbell of the status of the
proceedings.

The Monitor reports that since March 17, 2008, it has (i)
obtained the names and contact particulars of all parties
indicated by issuing and paying agents for the 20 ABCP Trusts or
Conduits, to be registered holders of Affected ABCP; and (ii)
delivered a copy of certain meeting documents to each registered
holder, and to all known noteholders.  A total of 57 copies of
the Meeting Documents have been delivered.  The Monitor also
asked the Registered Holders to provide it with contact
particulars for its beneficial holders, if any.  The Monitor
notes that it has not received a response to its written requests
from any Registered Holder.

Broadridge Financial Solutions informed the Monitor that it has
distributed 2,517 copies of the Meeting Documents directly to
beneficial holders of ABCP.

The Monitor relates that it has converted certain data rooms
maintained by Ernst & Young prior to the CCAA proceedings to
Monitor Data Rooms.  The Monitor has entered into confidentiality
agreements with the ABCP Sponsors, and with most of the Asset
Providers.  Access to the Monitor data Rooms are limited to
parties who have already been granted access to the Data Rooms,
Noteholders who are confirmed holders of Affected ABCP, and other
parties, including swap counterparties, that have contractual
relationships affecting the Conduits.

The Monitor recounted that information sessions were held by the
Pan-Canadian Investors Committee for Third Party Structured
Asset-Backed Commercial Paper, JPMorgan, and its counsel,
Goodmans LLP, during the period from March 31 through April 2,
2008.  The Monitor understands that Purdy Crawford, chairman of
the Pan-Canadian Committee, and its advisors continue to make
themselves available to answer questions from Noteholders.

The Monitor acknowledge that ABCP investor Brian Hunter
established a Facebook Web site to facilitate communications
among holders of ABCP.  The Monitor, after consultation with the
Pan-Canadian Committee, has provided Mr. Hunter's e-mail and
Facebook Web site address to the attendees of the information
sessions so they may contact Mr. Hunter.

The Pan-Canadian Committee has filed with the Canadian Court a
copy of its Amended Plan of Compromise and Arrangement, on
March 19, 2008.  The Monitor has reviewed the Information
Statement accompanying the Amended Plan and is satisfied that the
modifications do not materially change the description of the
original Plan.

                    Transactions Undertaken
                   in Certain of the Conduits

The Pan-Canadian Committee related that the satellite trusts of
Structured Asset Trust Series E and Structured Investment Trust
III Series E -- both of which are Affected ABCP -- agreed with
Canadian Imperial Bank of Commerce to restructure the CIBC
Nemertes I, II and III transactions.  The Pan-Canadian Committee
believes that the contribution of the Nemertes I and II trades to
the Master Asset Vehicles on the terms contemplated and, and the
unwinding of the Nemertes III credit default swap, are beneficial
to the SAT Series E Noteholders, and all the Noteholders,
generally, because CIBC is one of the Canadian Schedule I banks
that has agreed to participate as a lender in the margin funding
facilities, the Monitor points out.

The Pan-Canadian Committee has indicated that reaching mutually
satisfactory agreement on the three swaps was a condition of
CIBC's participation in the MFFs, which is a key element of the
Plan.

The Monitor concedes that the agreement by the Sponsor of the
SAT, with the concurrence of the Pan-Canadian Committee, to
terminate the Nemertes credit default swap is permissible under
the Initial CCAA Order because:

   -- the activities of the satellite trusts of SAT are not
      affected by the Initial Order; and

   -- the Initial Order specifies that the ABCP Issuer Trustees
      or Respondents and the ABCP Trusts or Conduits remain in
      possession and control of their individual title and
      interest in the Conduits' assets, including the satellite
      trusts.

            Payment of Interest on Subordinated Notes

The Plan of Arrangement proposed by the Pan-Canadian Committee
contemplates the restructuring of four series of subordinated
notes via the issuance of four separate series of tracking notes
from MAV3.  The aggregate face value of the outstanding Sub Notes
is roughly C$149.7 million, and they have a weighted average
annual interest rate of 5.45% per annum.

Since the outset of the Montreal Accord, the Monitor says,
interest payments have continued to be made to the holders of the
Sub Notes.  The payments have been made in accordance with the
agreements governing the Sub Notes and the applicable asset
programs.  However, the Sub Notes are technically classified as
Affected ABCP under the Initial Order, and the CCAA Parties are
prohibited from making payments of principal, interest or other
wise with respect to the Sub Notes.

          Projected Cash Flows & Actual Cash Balances

The ABCP Sponsors are in the process of finalizing cash flow
projections for each of the Conduits for the period ended
June 30, 2008, according to the Monitor.  

The Monitor expects to receive, on or before April 30, final
versions of all the Updated Cash Flow Projections for all
Conduits.

Based on its discussions with the Sponsors with respect to the
Updated Cash Flow Projections, the Monitor is not aware that any
of the projections are expected to indicate a material adverse
change in the cash flows of the Conduits relative to the Original
Cash Flow Projections.

According to the Monitor, the aggregate total cash balance across
all Conduits as of February 29, 2008, was approximately  
C$3.5 billion.  The amount represents an increase of
C$300 million from the total cash balance at January 31.

A full-text copy of the Second Monitor Report is available for
free at http://bankrupt.com/misc/ABCP_2ndMonitorReport.pdf

A full-text copy of the Supplemental Second Monitor Report is
available for free at:

   http://bankrupt.com/misc/ABCP_Suppl2ndMonitorReport.pdf

                      About the ABCP Trusts

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone
Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet
Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust,
Slate Trust, Structured Asset Trust, Structured Investment Trust
III, Symphony Trust, Whitehall Trust are entities based in Canada
that issue securities called third-party structured finance asset-
backed commercial paper.  As of September 14, 2007, these 21
Canadian Trusts had approximately $33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting $32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  

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


CERES CAPITAL: Seeks Chapter 11 Protection; Files Prepackaged Plan
------------------------------------------------------------------
Ceres Capital Partners LLC filed for relief under Chapter 11 of
the U.S. Bankruptcy Code before the U.S. Bankruptcy Court in New
York, Dawn McCarty and Tiffany Kary of Bloomberg News report.

Bloomberg says Ceres Capital can no longer sell its structured
investment vehicles, which provide short-term debts and long-term
securities to investors in higher-yielding assets. The SIVs,
totaling $31 billion of debt, defaulted in their obligations in
the past nine months, the report adds.

Ceres Capital posted assets between $1 million and $10 million,
and debts between $50 million and $100 million, Bloomberg says
citing papers filed with the court.

The company admitted that it had "little or no exposure to sub
primemortgage risks", and that it wasn't able to find any buyers
for its debt, Reuters reports, citing the company in its court
filings.

According to Reuters, the company agreed to file a "prepackaged"
bankruptcy with lenders in order to expedite the reorganization
process.

Based in New York, Ceres Capital Partners LLC was founded in 1999
by Darren Comisso and David Carrol.


CERES CAPITAL: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ceres Capital Partners, LLC
        aka Ceres Capital, LLC
            Stanfield Global Strategies LLC
        590 Madison Avenue
        21st Floor
        New York, NY 10022
        
Bankruptcy Case No.: 08-11390

Type of Business: The Debtor specializes in forming structured
                  investment vehicles.  It is partly owned by XL
                  Reinsurance America Inc.

Chapter 11 Petition Date: April 17, 2008

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Brian W. Harvey, Esq.
                  Goodwin Procter LLP
                  599 Lexington Avenue
                  New York, NY 10022
                  Phone: 212-813-8829
                  Fax : 212-355-3333
                  E-mail: bharvey@goodwinprocter.com

                  Emanuel C. Grillo, Esq.
                  Goodwin Procter LLP
                  599 Lexington Avenue
                  New York, NY 10022
                  Phone: 212-813-8880
                  Fax: 212-355-3333
                  E-mail: egrillo@goodwinprocter.com

Accountant and Accounting Consultant: Graf Repetti & Co., LLP

Claims, Noticing and Balloting Agent: Epiq Bakruptcy Solutions LLC

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

Estimated Debts: $50,00,001 to $100 million

Debtor's XX Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   ------                      ---------------       ------------

Bank of Montreal             bank debt undisputed    $31,270,475
(Chicago Branch)             (unsecured deficiency
115 South LaSalle St.         claim)
12th Floor                    as of April 10, 2008
Chicago, IL 60603

XL Capital Finance            unsecured note          13,622,916
(Europe) plc                  (as of Dec. 31, 2007)           
1221 6th Ave.                  under review
New York, NY 10020

Cisco Systems                  unsecured claim           700,000
1111 Old Eagle School Road     disputed
Wayne, PA 19087

Macklowe Properties            unsecured claim
767 Fifth Ave.                 disputed
New York, NY 10153             amount of claim
                               subject to cap
                               under section 502(b)6
                               of the Bankruptcy Code

IBM                            unsecured claim            1,825
2 Lincoln Center               under review
Building 6304
Oakbrook Terrace, IL 60181

Valera Global, Inc.            unsecured claim              988
53-02 11th St., 2nd Floor      under review
Long Island City, NY 11101

Helix Computer Systems, Inc.   unsecured claim              118
                               under review

FedEx                          unsecured claim               61
                               under review

Champion Courier, Inc.         unsecured claim               21
                               under review


CHASE COMMERCIAL: Moody's Pares Ratings on Class I Certificates
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded one class, and affirmed the ratings of five classes of
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 1998-1:

  -- Class A-2, $29,890,839, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $32,714,991, affirmed at Aaa
  -- Class C, $49,072,487, affirmed at Aaa
  -- Class D, $44,983,113, affirmed at Aaa
  -- Class E, $12,268,122, upgraded to Aaa from Aa1
  -- Class F, $36,804,365, upgraded to A1 from Baa1
  -- Class G, $8,178,748, upgraded to Baa1 from Baa3
  -- Class H, $18,402,183, affirmed at B2
  -- Class I, $4,089,374, Downgraded to Caa2 from Caa1

Moody's is upgrading Classes E, F and G due to an increase in
subordination levels and improved overall pool performance.   
Moody's is downgrading Class I due to the projected loss from the
specially serviced loan.

As of the March 18, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 70.1%
to $244.7 million from $817.9 million at securitization.  The
Certificates are collateralized by 27 mortgage loans.  The loans
range in size from less than 1.0% of the pool to 24.5% of the
pool, with the top 10 loans representing 70.2% of the pool.  The
pool consists of one loan with an underlying rating (24.5%), a
conduit component (56.5%) and a credit tenant lease component
(19.0%).  One loan, representing 4.4% of the pool, has defeased
and is collateralized by U.S. Government securities.  Two loans
have been liquidated from the pool, resulting in aggregate
realized losses of approximately $6.3 million.  One loan,
representing 4.1% of the pool, is in special servicing.  Moody's
is estimating significant losses from the specially serviced loan.   
Thirteen loans, representing 63.5% of the pool, are on the master
servicer's watchlist.

The master servicer's watchlist includes loans which meet certain
portfolio review guidelines established as part of the Commercial
Mortgage Securities Association monthly reporting package.  As
part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.  Not all loans on the watchlist
have significant issues.

Moody's was provided with year-end 2006 and full- or partial-year
2007 operating results for 100.0% and 91.7% of the pool,
respectively.  Moody's loan to value ratio for the conduit
component is 61.8%, compared to 64.4% at Moody's last full review
in February 2007 and 83.0% at securitization.

The loan with an underlying rating is the 330 Madison Avenue Loan
($60.0 million -- 24.5%), which is secured by a 771,000 square
foot office building located in midtown Manhattan in New York
City.  The property's financial performance has improved since
securitization due to increased rents.  As of September 2007, the
property was 98.0% leased compared to 97.0% at last review and at
securitization.  This loan is interest only for its entire term.  
The loan is scheduled to mature May 10, 2008.  The loan amount is
$78.00 per square foot.  Moody's current shadow rating is Aaa,
compared to Aa1 at last review and A2 at securitization.

The top three conduit loans represent 21.5% of the outstanding
pool balance.  The largest conduit loan is the G&K Portfolio Loan
($24.2 million -- 9.7%), which is secured by four multifamily
properties located in North Hollywood, Santa Clara, Santa Fe
Springs and South San Francisco, California.  The properties,
which total 500 units, were built in the mid-1970s.  As of
December 2007, the portfolio was 98.0% leased, compared to 97.0%
at last review and 95.4% at securitization.  The loan is scheduled
to mature May 10, 2008. Each of the properties has experienced an
increase in Utilities, Payroll and General and Administrative
expense.  Real Estate Taxes are significantly lower than market
levels and were adjusted upward.  Moody's LTV is 71.1%, compared
to 56.2% at last review and 94.0% at securitization.

The second largest conduit loan is the 740-744 Broadway Loan
($18.4 million -- 7.5%), which is secured by a 313,073 square foot
office building. The property has benefited from rent increases.   
As of December 2007 the property was 97.0% occupied, compared to
95.0% at last review and 99.0% at securitization.  The loan amount
is $58.00 per square foot.  Moody's LTV is 31.6%, compared to
41.3% at last review.

The third largest conduit loan is the Port Richmond Plaza
($10.5 million -- 4.3%), which is secured by a 156,563 square foot
retail building located in Philadelphia, Pennsylvania.  Moody's
LTV is 69.8%, compared to 67.2% at last review and 88.6% at
securitization.

The CTL component includes seven loans secured by properties
leased to three tenants under bondable leases.  The tenants are
Brinker International, Inc. ($27.2 million; Moody's senior
unsecured rating Baa3 negative outlook), H.E.  Butt Grocery Stores
($9.6 million) and Star Market ($9.5 million; an affiliate of
Supervalu, Inc. which has a Moody's senior unsecured rating Ba3
stable outlook).


CHENIERE ENERGY: Advanced Talks Cue S&P's Negative Watch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on liquefied natural gas project developer Cheniere Energy
Inc. and its 'BB' senior secured rating on subsidiary Sabine Pass
LNG L.P. on CreditWatch with negative implications.
     
This follows Cheniere's announcement that it is in advanced
negotiations for a proposed arrangement for a natural gas
marketing company to manage the throughput of LNG and the
downstream natural gas marketing for LNG cargoes delivered for
Cheniere Marketing's account at Sabine Pass LNG.  The company had
about $2.76 billion of total debt outstanding as of December 2007.
     
The CreditWatch placement reflects the potential for the ratings
to be lowered if the company's cash flow projections go down
considerably as it shares expected proceeds from the marketing
activities with the gas marketing company.
      
"While the arrangement will reduce Cheniere's liquidity and
working capital requirements, it will also diminish the company's
ability to produce cash flows sufficient to satisfy its debt
obligations," said Standard & Poor's credit analyst William
Ferara.
     
Cash flows from Cheniere Marketing are necessary for Cheniere to
meet its debt obligations because cash flows from the Chevron
Corp. (AA/Stable/A-1+) and Total S.A. (AA/Stable/A-1+) terminal
use agreements are only sufficient to meet Sabine Pass's debt
obligations.  A weaker short-term outlook for U.S. LNG imports
versus 2007 also needs to improve significantly for Sabine Pass to
attract enough LNG cargoes to produce enough cash flow to exceed
its 2x fixed-charge covenant, which is necessary to flow monies up
to Cheniere Energy Partners L.P. and ultimately to be distributed
to Cheniere.
     
S&P will review the CreditWatch listing when the gas marketing
arrangement is completed and S&P have reviewed Cheniere's updated
cash flow projections.


CONSECO INC: Moody's Reviews 'Baa3' Ratings For Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Conseco Inc.
(senior bank facility at Ba3) and the insurance financial strength
ratings of its insurance subsidiaries to ratings under review for
possible downgrade.

According to Scott Robinson, Moody's Vice President and Senior
Credit Officer, "Our rating action was largely predicated on the
company's sub-par earnings results over the last year and Moody's
expectation that earnings challenges, especially at Conseco Senior
Health Insurance Company will persist.  While Conseco has made
meaningful progress in improving its capital structure, there are
still concerns over the number of continuing one-time charges that
have impacted the company's earnings and capital position."

Most recently, Conseco's year end 2007 pretax operating loss and
net loss (including preferred dividends) were $173 million and
$194 million, respectively.  The rating agency noted that these
latest GAAP earnings were well below expectations.  The primary
contributor to Conseco's weak overall results in this latest
reporting period was the company's ongoing issues with its block
of runoff long-term care business, which has historically been
very unprofitable.  This segment reported a pretax operating loss
of $173 million, driven largely by $110 million of reserve
strengthening during the second quarter.

Robinson noted that "Aside from the financial strain and earnings
uncertainty this runoff business utilizes significant management
resources that could otherwise be focused on improving the core,
ongoing business."

The rating agency said that the review will focus on an analysis
of CSHIC, the prospective earnings power of the overall company
over the near to medium term, as well as an evaluation of the
company's ability to successfully implement its strategic plans.

These ratings were placed under review for possible downgrade:

  -- Conseco Senior Health Insurance Company: insurance financial
     strength rating at Caa1;

  -- Bankers Life and Casualty Company: insurance financial
     strength rating at Baa3;

  -- Conseco Insurance Company: insurance financial strength
     rating at Baa3;

  -- Colonial Penn Life Insurance Company: insurance financial
     strength rating at Baa3;

  -- Conseco Health Insurance Company: insurance financial
     strength rating at Baa3;

  -- Conseco Life Insurance Company: insurance financial strength
     rating at Baa3;

  -- Washington National Insurance Company: insurance financial
     strength rating at Baa3;

  -- Conseco Inc. bank debt at Ba3;

  -- Conseco, Inc. senior convertible debentures at B1.

The last rating action on Conseco took place on Sept. 7, 2007,
when Moody's changed the rating outlook on Conseco, Inc. and its
life subsidiaries from stable to negative.  This was as a result
of lower than expected earnings in the last year.

Conseco is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries.  As of Dec. 31, 2007, Conseco reported
total assets of $33.5 billion and shareholder's equity of
$4.2 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


CORFAB OF FLORIDA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Corfab of Florida, Inc.
        11361 Trade Court
        Jacksonville, FL 32256
        Tel: (904) 880-9119

Bankruptcy Case No.: 08-01964

Type of Business: The Debtor sells lumber and building materials
                  in retail.

Chapter 11 Petition Date: April 10, 2008

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Robert P. Morrow, Jr., Esq.
                     (rpmorrow.1@comcast.net)
                  10500 County Road 13 N. Lot X
                  St. Augustine, FL 32092
                  Tel: (904) 826-1611
                  Fax: (904) 826-3473

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

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


CONTINENTAL AIRLINES: Posts $80 Mil. Net Loss in First Qtr. 2008
----------------------------------------------------------------
Continental Airlines Inc. reported a first quarter 2008 net loss
of $80 million.  Excluding a $5 million after tax gain from the
sale of aircraft, Continental recorded a net loss of $85 million.

Fuel costs increased 53.2% ($364 million) in the first quarter
compared to the first quarter of last year, with crude oil prices
peaking at $110.33 per barrel and Gulf Coast jet fuel peaking at
$139.67 per barrel during the quarter.  Further, during the
quarter, the company incurred additional fuel costs of $69 million
year-over-year that were included as part of its regional capacity
purchase cost.  As a result, the total year-over-year impact of
higher fuel costs on the company for the first quarter was
$433 million.

Continental plans to remove from service an additional 14 older,
less fuel efficient 737-300 aircraft as leases expire on those
aircraft from September 2008 to April 2009.  These 14 737-300s are
in addition to the 34 737-300s and 500s that were already planned
to be removed from service in 2008 and 2009.

Continental also expects to reduce regional jet capacity beginning
in the fall 2008; however, its plans are fluid as it is attempting
to negotiate better economics with ExpressJet, and as the CRJs
flown for Continental by Chautauqua come off lease.

"Thanks to the continued hard work and dedication of my co-
workers, we ran a solid operation despite extremely challenging
times," Larry Kellner, Continental's chairman and chief executive
officer, said.  "In this rapidly changing competitive environment,
we will stay focused on running a clean, safe and reliable airline
with the best customer service in the industry."

                 First Quarter Revenue and Capacity

Total revenue for the quarter of $3.6 billion increased 12.3%
($391 million) over the same period in 2007 as a result of
increased fuel surcharges on passenger tickets and cargo,
international growth and modest fare increases.  Passenger revenue
grew 11.3% ($328 million) compared to the first quarter of last
year, an increase in all geographic regions.

As a result of record high fuel prices, a weakening economy and a
weak dollar, Continental plans to reduce domestic mainline
capacity 5.0% on an annual run-rate basis beginning this fall.
Continental expects that its 2008 mainline capacity, including
international growth, will increase about 2.0%, and that its 2009
mainline capacity, including international growth, will be
approximately flat compared to 2008.

Consolidated revenue passenger miles for the quarter increased
3.9% year-over-year on a capacity increase of 4.1%, resulting in a
first quarter consolidated load factor of 78.5%, 0.2 points below
the previous first quarter record set in 2007.  Consolidated yield
for the quarter increased 7.2% year-over-year.  Consolidated
revenue per available seat mile for the quarter increased 7.0%
year-over-year due to increased yields.

Mainline RPMs in the first quarter of 2008 increased 4.4% over the
first quarter 2007, on a capacity increase of 4.8%.  Mainline load
factor was 78.8 percent, down 0.3 points year-over-year.  
Continental's mainline yield increased 7.2% over the same period
in 2007.  As a result, first quarter 2008 mainline RASM was up
6.7% over the first quarter of 2007.

             First Quarter Operational Accomplishments

Continental employees earned $6 million in cash incentives for
twice finishing in the top three of the network carriers for
monthly on-time performance during the quarter.  The carrier
recorded a U.S. Department of Transportation on-time arrival rate
of 71.0% and a systemwide mainline segment completion factor of
98.9% for the quarter.

"Despite the incredibly difficult industry environment, our co-
workers continued to deliver exceptional service, as our revenue
results show," Jeff Smisek, president of Continental, said.  
"However, in this fuel environment, we must reduce our domestic
capacity to help reduce our losses in the domestic system."

                    About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/     
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Fitch Ratings affirmed Continental Airlines 'B-' issuer default
rating with a stable outlook.


DAN RIVER: To Wind Down Home Fashion Business
---------------------------------------------
Dan River Inc. will go out of business after 126 years in the
industry, Home Textiles Today reports.

HTT relates that Dan River dismissed most of its U.S. home
fashions business employees last week and is running the business
with a skeleton crew.

On March 24, 2008, GHCL Ltd., Dan River's parent company,
disclosed plans to close the home textiles sourcing and
manufacturing segment to a wholly-owned unit, and to shift India-
and U.K.-based retail operations to a 100% retail affiliate, HTT
notes.

According to HTT, GHCL's wind-down plan will affect three U.S.-
based home textiles operations -- Dan River, HW Baker, and Best
Textiles -- and the 300-store Rosebys home furnishings specialty
chain in the U.K.

GHCL's U.S. hospitality businesses -- Best Manufacturing and HW
Baker -- are still in operation, HTT relates.

GHCL purchased Dan River in January 2006 for approximately
$93 million consisting of $17 million in cash plus the assumption
of $76 million in short- and long-term debt, HTT relates.

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Dan River emerged from the Chapter 11 reorganization process.  

According to HTT, Dan River has lowered its debt to approximately
$90 million from $270 million.  New common stock was issued to
some of the company's post-emergence lenders and to its unsecured
pre-petition creditors, HTT says.  The total exit financing was
$140 million, including $110 million from a revolving credit
facility by Ableco Finance LLC.; a $10 million loan from Ableco;
and an additional $20 million from a group of bondholders, HTT
notes.

HTT says that based on the bankruptcy court documents, GHCL has
paid several secured creditors' groups that held equity in Dan
River a heavily negotiated, arm's-length price of $0.085 per
share.

                       About Dan River Inc.

Headquartered in Danville, Virginia, Dan River Inc.
-- http://www.danriver.com/-- designs, manufactures and markets
textile products for the home fashions, apparel fabrics and
industrial markets.  The Company and its debtor-affiliates filed
for chapter 11 protection on March 31, 2004 (Bankr. N.D. Ga. Case
No. 04-10990).  James A. Pardo, Jr., Esq., at King & Spalding,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$441,800,000 in total assets and $371,800,000 in total debts.  The
Court confirmed the Debtors' Plan of Reorganization on Jan. 18,
2005, and the plan took effect on Feb. 14, 2005.


DAN RIVER: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Dan River, Inc.
             aka Dan River
             aka Dan River Engineered Products
             aka Dan River Factory Stores, Inc.
             aka Bibb
             aka Dan River Factory Store
             aka Linens by Dan River
             aka Bibb Engineered Products
             aka Dan River Factory Outlet
             2291 Memorial Drive
             Danville, VA 24541

Bankruptcy Case No.: 08-10727

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Dan River Holdings, LLC and Dan River      08-10726
        Holdings, LLC

        Dan River Factory Stores, Inc.             08-10728

        Dan River International Ltd.               08-10729

        The Bibb Co. LLC                           08-10730

Type of Business: The Debtors design, manufacture and market
                  textile products for the home fashions, apparel
                  fabrics and industrial markets. See
                  http://www.www.danriver.com/

                  The Debtors first filed for chapter 11
                  protection on March 31, 2004 (Bankr. N.D. Ga.
                  Case No. 04-10990).  James A. Pardo, Jr., Esq.,
                  at King & Spalding, represents them in their
                  restructuring efforts.  When they first filed
                  for protection from their creditors, the Debtors
                  listed $441,800,000 in total assets and
                  $371,800,000 in total debts.  The Court
                  confirmed the Debtors' Plan of Reorganization on
                  Jan. 18, 2005, and the plan took effect on Feb.
                  14, 2005.  

Chapter 11 Petition Date: April 20, 2008

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: Margaret M. Manning, Esq.
                  Whiteford Taylor & Preston
                  1220 N. Market Street, Ste. 608
                  Wilmington, DE 19801
                  Tel: (302) 353-4146
                  Fax: (302) 258-0757
                  Email: mmanning@wtplaw.com

Dan River, Inc's Financial Condition:

Total Assets: $50 million to $100 million

Total Debts: $100 million to $500 million

Debtors' 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
City of Danville Div. Cent.    contract              $2,251,122
Coll.
Drawer 3308
Danville, VA 24543-3308
Attn: Jerry L. Gwaltney,
E-mail: cmo@ci.danville.va.us
City Manager
427 Patton Street
Danville, VA 24541
Fax: (434) 797-8972

Best Manufacturing Group, LLC                        $1,512,915
Attn: Stacey L. Meisel, Esq.
E-mail:
slmeisel@beckermeisel.com
Becker Meisel
Eisenhower Plaza II
354 Eisenhower Parkway,
Ste. 2800
Livingston, NJ 07039
Tel: (973) 422-1100,
     102 (ext.)
Fax: (973) 422-9122

Sajid Textile Industries       trade                 $1,412,476
(PVT), Ltd.
Plot No. 6, Sector 12A
North Karachi
Industrial Area
Karachi 7850, Pakistan
Tel: 92-21-6950360-68
Fax: 92-21-6997396-97
E-mail: contact@sajidtex.com,
info@sajidtex.com,
zahidpk@attglobal.net

Nantong Yiteng Textile Co.,    trade                 $1,232,000
Ltd.
Attn: Shi Yunhua
E-mail: yhs_C@yahoo.com.cn
Jintong Road Technological &
Development Zone,
Tonzhou City, China
Tel: 86 513 86560561
Mobile: 86 13962858000
Fax: 86 513 86560560

Jiangyin Bedsheet Factory      trade                 $919,345
Attn: Lily Hu
E-mail: lilyhu@hongliu.js.cn
228 South Huan Cheng Road
Jiangyin, Jiangsu China
Tel: 86 510 86273622
     801 (ext.)
Mobile: 86 13952483731
Fax: 86 510 86281023

Be Be Jan (PVT), Ltd.          trade                 $873,012
5.5-KM Raiwind Road
Lahore, Pakistan
E-mail: asim@bbjan.com

Arshad Corp. (PVT), Ltd.       trade                 $793,765
Attn: Muhammad Arif
E-mail: arif@arshadgroup.com
1.5 KM, Jaranawala Road,
Khurrianwala, Faisalabad,
Pakistan
Tel: 92-41-2412814,
     92-41-2412815
Fax: 92-41-2419817

Yunus Textile Mills, Ltd.      trade                 $829,820
H-23/1 Landhi Industrial Area
Karachi 71500, Pakistan
E-mail: rafiq@yunustextile.com

Kam International Plot #34,    trade                 $681,891
Sector 28, Korangi Industrial
Area
Karachi, Pakistan
Tel: 92-21-2566375,
     92-21-2566376
Fax: 92-21-2564582,
     92-21-2569643
E-mail: kam-iunt@cyber.net.pk

Afroze Textile Industries      trade                 $636,658
LA-1/A 22 F.B
Karachi, Pakistan
Tel: 92-21-6349001-4
Fax: 92-21-6310559
E-mail: afroze@afroze.com

Daniel A. Hammer               contract              $550,000
113 Chickering Parkway
Roswell, Ga 30075
Tel: (770) 640-0878

Lightning Transportation       freight               $582,317
P.O. Box 306
Hagerstown, MD 21741
Attn: Gary Winters, Terminal
Manager
16820 C. Blake Road
Hagerstown, MD 21740
Fax: (301) 582-5896

Liberty Mills, Ltd.            trade                 $516,698
A-51/A, S.I.T.E.
Karachi, Pakistan
Tel: 92-21-2578103-16
Fax: 92-21-2561050,
     92-21-2570086
E-mail: Imlpk@fascom.com

Colwell & Salmon               contract              $477,991
Communications
C-39, Sector 58
Noida 201301, India
Attn: Colwell & Salmon
24 Computer Drive West
Albany, NY 12205
Tel: (877) 339-0763
Fax: (518) 482-1998
E-mail:
jaibeer.rawat@colwell-salmon.com

Joseph L. Lanier, Jr.          comp.                 $431,250
802 Third Avenue
P.O. Box 610
West Point, GA 31833
Tel: (706) 645-6300
Fax: (706) 645-6303
E-mail: jlljr@knology.net

International Textile Ltd.     trade                 $500,683
205-208 Park Towers,
Shahrae Firdousi, Clifton
Karachi 75600, Pakistan
Tel: 92 21-5832929
Fax: 92 21-5830400
E-mail:
sales@internationaltextile.com

Kohinoor Home Tex              trade                 $368,849
8 TH M Manga Raiwind Road
Dist. Kasure
Raiwind, Pakistan
Tel: 92-42-5394133
Fax: 92-42-5394132
E-mail:
Abdul.Shakoor@kohinoormills.com

Kucukcalik                     trade                 $349,918
Attn: Mr. Emre Kucukcalik
General All Riza, NO2
Kat 9 Merter
Istanbul, Turkey
Fax: 90-532-2934136

Conway Del Genio Greis & Co,   contract              $350,259
LLC
Attn: Robert A. Del Genio
645 Fifth Avenue, 11th Floor
New York, NY 10022
Tel: (212) 813-1300
Fax: (212) 813-0580
E-mail: rdelgenio@cdgco.com

Venture Trading                trade                 $344,059
Eje Central Lazaro Cardenas
Vallejo 07700 Mexico
Fax: 52-55 5752 1708

MSC Textiles (PVT), Ltd.       trade                 $335,153
5 KM Khurrianwala
Jaranwala Rd.
Faisalabad, Pakistan
E-mail: doc@msc-textiles.com

Kan Kan Overseas PVT, Ltd.     trade                 $335,057
C-40, Sector-57
Noida, U.P. 201301, India
Tel: 91-011-68133046810413
Fax: 91-011-6818312,
     91-011-6819312

Ningbo Star Textile Co.        trade                 $264,604
Attn: Robert Wang
E-mail: robertwang@zj165.com
No. 9 4th, Xinheng Road
Jiangbei District, Private
Indu
Ningbo, China
Tel: 86 574 87526681
Mobile: 86 13306686860
Fax: 86 574 87526687

Arzoo Textile Mills, Ltd.      trade                 $275,670
Khurrianwala-Jaranwala Rd.
Faisalabad, Pakistan
Tel: 9241-4361250
Fax: 9241-436-2677
E-mail: arzoo@arzootex.com,
        azhar@arzootex.com

Pillow Factory                 trade                 $262,655
955 Campus Drive
Mundelein, IL 60060

Dalal Industries Private, Ltd. trade                 $246,902

Insource Contract Services,    contract              $181,027
LLC

Cathaya                        trade                 $178,335

Zheijang Pujiang Tianx         trade                 $167,063

Towellers, Ltd.                trade                 $165,294


DARREN PRESLEY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtors: Darren K. Presley
         Lynn M. Presley
         15418 South 13th Drive
         Phoenix, AZ 85045

Bankruptcy Case No.: 08-04019

Chapter 11 Petition Date: April 11, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtors' Counsel: D. Lamar Hawkins, Esq.
                  (dlh@hs-law.com)
                  Hebert Schenk P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840                  

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


DELPHI CORP: Plastech Wants to Return Tooling to Delphi Automotive
------------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Eastern District
of Michigan to return certain tooling equipment to Delphi
Automotive Systems LLC.

Specifically, the Debtors seek authority to:

   (a) surrender certain tooling owned by Delphi Automotive
       Systems, LLC, that is in the Debtors' possession;

   (b) sell to Delphi certain de minimis finished goods inventory
       made with the Delphi tooling for $4,671, free and clear of
       liens; and

   (c) lift the automatic stay to effectuate the release of
       tooling and the sale of the de minimis inventory to
       Delphi.

According to Deborah L. Fish, Esq., at Allard & Fish, P.C., in
Detroit, Michigan, the Debtors currently are in possession of
certain tooling which is fully paid for and is owned by Delphi at
a plant in Croswell, Michigan that was used to make service parts
for Delphi's Powertrain Division that are no longer in
production.

Ms. Fish informs that the Inventory represents idle assets that
are of little or no use or value to the Debtors' estates or
restructuring efforts, as the Inventory consists of service parts
that are no longer in production.  The Debtors have determined in
their sound business judgment that the sale of the Inventory to
Delphi is the most efficient way to convert idle assets of de
minimis value into cash, Ms. Fish relates.

Pursuant to Section 363(b)(1) of the Bankruptcy Code, "[t]he
trustee, after notice and a hearing, may use, sell or lease,
other than in the ordinary course of business, property of the
estate."  However, Ms. Fish states that the Debtors acknowledge
the Court's discretion in granting their request, giving due
consideration to the Debtors' exercise of sound business
judgment.

Furthermore, Ms. Fish notes Section 363(f) permits a debtor to
sell property free and clear of another party's interest in the
property if:

   (a) applicable non-bankruptcy law permits such a free and
       clear sale;

   (b) the holder of the interest consents;

   (c) the interest in a lien and the sales price of the property
       exceeds the value of all Liens on the property;

   (d) the interest is in bona fide dispute; or

   (e) the holder of the interest could be compelled in a legal
       or equitable proceeding to accept a monetary satisfaction
       of its interest.

The Debtors believe that the sale of the inventory to Delphi is
commercially reasonable in light of the assets being sold and as
a result, the value of the proceeds from the sale fairly reflects
the value of the Inventory sold, Ms. Fish maintains.  The Debtors
propose that any party with a lien on the Inventory be given a
corresponding security interest in the proceeds of the sale.  In
light of these, the requirements of Section 363(f) of the
Bankruptcy Code would be satisfied for any proposed sales free
and clear of liens, Ms. Fish says.

Moreover, because the Debtors have no further need for the Delphi
Tooling, the Debtors believe that the automatic stay should be
lifted pursuant to Section 362(d) of the Bankruptcy Code to allow
Delphi to take possession of the Delphi Tooling and to deem the
applicable purchase orders between Delphi and the Debtors
terminated upon the return of the Delphi Tooling and payment for
the Inventory, Ms. Fish asserts.

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

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) --
http://www.delphi.com/-- is the single supplier of vehicle  
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional headquarters
in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

                           *     *     *

As reported in the Troubled Company Reporter on April 11, 2008,
Moody's Investors Service withdrawn Delphi Corp.'s prospective
debt ratings for its emergence financing.  Although Delphi was
successful in arranging commitments for its first lien term loans
of $1.7 billion, a first lien revolving credit of $1.6 billion and
General Motors Corporation and a GM affiliate agreed to accept up
to $2.825 billion of second lien term debt, equity participants in
the financing structure have filed a notice of termination on
their earlier undertaking to provide $2.55 billion of capital.  
The absence of equity funding terminates Delphi's plans to emerge
from bankruptcy by April 4, 2008.

Ratings being withdrawn are those listed in Moody's earlier
releases which were: Corporate Family Rating, (P)B2; Probability
of Default, (P)B2; Outlook, Stable; $1.5 billion first lien term
loan, (P)Ba2 (LGD-2, 17%); $2.8 billion second lien term loan,
(P)B2 (LGD-4, 52%); and Speculative Grade Liquidity rating, SGL-2.


DELTA FINANCIAL: Court Extends Plan Filing Period to June 16
------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code establishes an initial
period of 120 days after the Petition Date during which a debtor
has the exclusive right to file a Chapter 11 plan of
reorganization.  If the debtor files a plan within that period,
Section 1121(c)(3) extends the exclusivity period to 180 days
after the Petition Date to permit the debtor to garner support
for the plan.

At the behest of Delta Financial Corp. and its debtor-
subsidiaries, the Court extended:

   (i) through and including June 16, 2008, the period during
       which the Debtors have the exclusive right to file a plan
       of reorganization or liquidation; and

  (ii) through August 15, 2008, the period during which the
       Debtors have the exclusive right to and solicit and obtain
       acceptances of that plan.

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, says the size and complexity of the Debtors' Chapter 11
Cases alone constitute sufficient cause to extend the Exclusive
Periods.  The Debtors are specialty consumer finance companies
that historically originated, securitized and sold mortgage
loans, and, since 1991, have completed 53 asset-based
securitizations, collateralized by approximately $20,700,000,000
in mortgage loans.

The Debtors have focused their efforts, and have been
extraordinarily successful, on winding down their business:

   -- closing the sale of 20 unencumbered performing loans owned
      by the Debtors and 14 unencumbered non-performing loans for
      a total proceeds of $3,500,000;

   -- selling various de minimis assets located in various
      locations; and

   -- rejecting various leases and executory contracts and
      initiating the rejection of the lease at their Woodbury,
      New York, headquarters.

Mr. Stratton further says the Debtors can propose a plan that
adequately meets the goals of Chapter 11 only after May 5, 2008
when they will be in a better position to determine the nature
and the amount of outstanding liabilities against the estates.  
May 5 is the deadline for creditors to file proof of claims
against the Debtors.

The Debtors anticipate working with the Official Committee of
Unsecured Creditors to craft a liquidating plan that would be
acceptable to the parties-in-interest and obtained the
Committee's consent to ask the Court for an extension,
Mr. Stratton relates.

                      About Delta Financial

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

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

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

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  (Delta Financial Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


DOLE FOOD: S&P Lifts Debt Rating to B- and Puts '4' Recovery Rtng.
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned recovery ratings to
Dole Food Co. Inc.'s unsecured debt issues and raised the issue-
level ratings on this debt.  The issue-level ratings on the
unsecured debt were raised to 'B-' from 'CCC+'.  Recovery ratings
of '4' were assigned to this debt, indicating the expectation of
average (30%-50%) recovery in the event of a payment default.
     
The issue-level rating on Dole's secured loans is affirmed at
'B+'.  The recovery rating on this secured debt remains unchanged
at '1', indicating the expectation for very high (90%-100%)
recovery in the event of a payment default.
     
Both the senior unsecured and secured debt issue ratings are
removed from CreditWatch, where they were initially placed with
negative implications on Nov. 27, 2007.

Ratings List
Dole Food Co. Inc.
Corporate Credit Rating  B-/Negative/--

Ratings Removed From CreditWatch

                          To         From
                          --         ----
Dole Food Co. Inc.
Senior Secured
  Local Currency          B+         B+/Watch Neg
   Recovery Rating        1          1

Ratings Raised; Removed From CreditWatch
Dole Food Co. Inc.
Senior Unsecured
  Local Currency          B-         CCC+/Watch Neg

Rating Assigned
Dole Food Co. Inc.
Senior Unsecured
  Recovery Rating         4


DUNMORE HOMES: Court Allows Committee to Examine Sidney Dunmore
---------------------------------------------------------------
Judge Thomas C. Holman has authorized the Official Committee of
Unsecured Creditors of Dunmore Homes Inc. to examine Sidney B.
Dunmore pursuant to Rule 2004(a) of the Federal Rules of
Bankruptcy Procedure.

As reported by the Troubled Company Reporter on March 28, 2008,
Adam A. Lewis, Esq., at Morrison & Foerster LLP, in New York,
stated that a thorough examination of the significant prepetition
transactions of Debtor Dunmore Homes, Inc., New York and
predecessor company Dunmore California are critical to the
Committee's investigation of the "acts, conduct, assets,
liabilities and financial condition of the debtor."

Mr. Dunmore is the sole shareholder of Dunmore California.

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

The documents the Committee seeks to examine pertain to:

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

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

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

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

In connection with the examination, the Committee is authorized
to request the production of documents specified in the
Committee's request for inspection and copying.

The U.S. Bankruptcy Court for the Eastern District of California
rules that attendance for examination and production of
documentary evidence may be compelled in the manner provided in
Rule 9016 of the Federal Rules of Bankruptcy Procedure for the
attendance of witnesses at a hearing or trial.  The Court-
approved examination and document production will not be
scheduled on a date which is less than 30 days after service
pursuant to Rule 9016.

Nothing in the Court order (i) compels the production of
privileged or other legally protected matter or precludes the
filing of a motion to quash or a motion for a protective order;
or (ii) limits Travelers' ability to seek further discovery from
Dunmore or any other person or entity.

Except as specified, the Court denies the Committee's request
without prejudice.

                      About Dunmore Homes

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

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

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

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


DUNMORE HOMES: Travelers Casualty May View "Bonded Projects" Docs
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
authorized Travelers Casualty and Surety Company of America, Inc.,
to examine and request the production of documents from Dunmore
Homes Inc. pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure.

Under the Rule 2004 examination, the provisions of Rule 30(b)(6)
of the Federal Rules of Civil Procedure will apply.

Travelers wants to examine certain documents in connection with:

   -- matters related to "bonded projects;"

   -- the property of the Debtor and its predecessor, Dunmore
      Homes California;

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

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

Chad L. Schexnayder, Esq., at Jennings Haug & Cunningham LLP, in
Phoenix, Arizona, relates that Travelers issued numerous bonds in
favor of Dunmore California and its subsidiaries as principals.  
In connection with the bonds, Dunmore California and its
principal, Sidney Dunmore, executed an indemnity agreement in
favor of Travelers' indemnitee.

As of the Petition Date, Mr. Schexnayder says, there were
uncompleted projects and unpaid bills covered by the Bonds.

"Dunmore California and [the Debtor] have defaulted on their
payment and/or performance obligations on a number of projects
where Bonds were written," Ms. Schexnayder tells the Court.  "As
a result, Travelers has been required to respond under the bonds
and to pay claims of more than $2,700,000."

Mr. Schexnayder notes that the Debtor's forecast of bonded
payment liabilities totals $9,213,915.  He contends that in order
for Travelers to investigate and respond to bond claims, complete
Bonded Projects, and determine the potential losses from the
bonds, it requires information that is in the possession of the
Debtor.

"[The Debtor] has provided some limited information, but has
ceased providing the documents and other information necessary to
evaluate claims and quantify Travelers' liability and exposure,"
Mr. Schexnayder reveals.

Mr. Schexnayder contends that pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure, a creditor and party in
interest is expressly authorized to, among other things,
"investigate the acts, conduct, assets, liabilities and financial
condition of the debtor."

In its order, the Court rules that attendance for examination and
production of documentary evidence may be compelled in the manner
provided in Rule 9016 of the Federal Rules of Bankruptcy Procedure
for the attendance of witnesses at a hearing or trial.  The Court-
approved examination and document production will not be scheduled
on a date which is less than 30 days after service pursuant to
Rule 9016.

Nothing in the Court's order:

   -- compels the production of privileged or other legally
      protected matter or precludes the filing of a motion to
      quash or a motion for a protective order; and

   -- limits Travelers' ability to seek further discovery from
      Dunmore or any other person or entity.

Except as specified, the Court denies Travelers' request without
prejudice.

                      About Dunmore Homes

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

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

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

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


DURA AUTOMOTIVE: Wants to Implement Canadian Restructuring
----------------------------------------------------------
As part of Dura Automotive Systems Inc. and its debtor-affiliates'
intent to emerge from Chapter 11 protection in May 2008, the
potential tax and other corporate steps that must be taken to
maximize their value and ensure that they are compliant with all
applicable laws have been closely examined, Christopher M. Samis,
Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware,
tells the U.S. Bankruptcy Court for the District of Delaware.

As part of the examination process, the Debtors' independent
auditors and accountants, Deloitte & Touche LLP, is examining the
potential foreign tax consequences of the Debtors' Revised Joint
Plan of Reorganization, which contemplates a taxable sale of
substantially all the Debtors' assets to New Dura.

Mr. Samis relates that the "acquisition of control" rules under
Canadian tax law could cause certain negative tax consequences to
the Debtors' affiliates, reorganizing under the Canadian
Companies' Creditors Arrangement Act, that are organized as
partnerships upon consummation of that taxable sale transaction.

To reduce the potential negative tax consequences, the Debtors
seek the Court's authority to effectuate a restructuring on
certain of the Canadian Debtors, which restructuring includes:

   * changing the jurisdiction of organization of Debtor Trident
     Automotive Ltd., and Dura Automotive Systems (Canada) Ltd.,
     from Ontario to Nova Scotia;

   * dissolving Dura Canada LP by transferring the general
     partner's 0.1% interest in Dura Canada LP from Dura
     Automotive British Columbia ULC to Dura Automotive Canada
     ULC;

   * amending the partnership agreements of Trident Automotive
     LP and Dura Holdings Canada LP to allow a non-Canadian
     entity to hold the general partner's interests in the
     partnership;

   * transferring the general partner's 0.1% interest in Trident
     Automotive LP held by Trident Automotive Ltd. to Dura
     European Holding LLC & Co. KG;

   * transferring the general partner's 0.1% interest in Dura
     Holdings Canada LP held by Dura Holdings ULC to Dura
     European Holding LLC & Co KG; and

   * changing the interest rate and convert the currency
     denomination on certain intercompany notes owed by Dura
     Holdings Canada LP and Trident Automotive LP to Canadian
     Dollars from U.S Dollars

Mr. Samis notes that Dura Canada LP will cease to exist, and
Trident Automotive LP and Dura Holding Canada LP will no longer
constitute "Canadian Partnerships" for purposes of the Canadian
acquisition of control regulations.  Additionally, changing the
currency denomination on the intercompany notes could mitigate
certain tax issues that may arise as a result of Canadian foreign
exchange gain.

               Aviation-Aircraft Operating Merger

The Debtors also seek the Court's authority to merge Automotive
Aviation Partners, LLC, into Dura Aircraft Operating Company,
LLC.

According to Mr. Samis, Aviation has a clause in its operating
agreement that requires dissolution upon the occurrence of
certain events, including the bankruptcy of a member.

Minnesota law does not allow the dissolution requirement to be
reversed after the bankruptcy has occurred, Mr. Samis says.  
Minnesota law further limits Aviation solely to undertaking
activities to wind up operations once the liquidation clause has
been triggered, he adds.

Due to the automatic stay, liquidation of Aviation has not been
completed, Mr. Samis says.  However, out of an abundance of
caution and as part of a general corporate reorganization, the
Debtors desire to eliminate Aviation to resolve any corporate
governance ambiguity.  Thus, the Debtors believe that Aviation
should be merged into Aircraft Operating.

Mr. Samis relates that Aviation is a guarantor of the DIP
Facility and the Second Lien Facility, Senior Notes, and
Subordinated Notes.  Aviation and Aircraft Operating are both
guarantors and obligors under the debts.  Aviation has
approximately $5,600,000 in assets and there have been no
prepetition claims schedule for or filed against Aviation other
than the debts.  Aircraft Operating also has no prepetition filed
against it other than the debts.  As a result, the Debtors
believe the merger will not affect recoveries under the Revised
Plan and does not prejudice any third party creditors.

                           About DURA

Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq:
DRRA) -- http://www.DURAauto.com/-- is an independent designer   
and manufacturer of driver control systems, seating control
systems, glass systems, engineered assemblies, structural door
modules and exterior trim systems for the global automotive
industry. The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries. DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq.,
Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at
Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy
proceedings. Daniel J. DeFranseschi, Esq., and Jason M. Madron,
Esq., at Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel. Baker & McKenzie acts as the Debtors' special counsel.  
Togut, Segal & Segal LLP is the Debtors' conflicts counsel.  
Miller Buckfire & Co., LLC is the Debtors' investment banker.  
Glass & Associates Inc., gives financial advice to the Debtor.  
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.

As of Jan. 31, 2008, the Debtor had US$1,503,682,000 in total
assets and US$1,623,632,000 in total liabilities. (Dura Automotive
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EASTSHORE DEVELOPMENT: Case Summary & Nine Largest Creditors
------------------------------------------------------------
Debtor: Eastshore Development of Clearwater, LLC
        dba Travelers Motel
        200 Brightwater Drive, Suite 2
        Clearwater Beach, FL 33767

Bankruptcy Case No.: 08-05080

Chapter 11 Petition Date: April 14, 2008

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Don M. Stichter, Esq.
                  (dstichter.ecf@srbp.com)
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its nine largest unsecured creditors:

   Entity                               Claim Amount
   ------                               ------------
M.V.J. LLC                                  $600,000
c/o John Manglardi
950 No. Elmhurst Road
Mount Prospect, IL 60056

Jeffery & Shari Lake                        $100,000
c/o John Manglardi
950 No. Elmhurst Road
Mount Prospect, IL 60056

Pinellas County Tax Collector                 $69,000
P.O. Box 10832
Clearwater, FL 33757

Dean & Linda Calderone                        $33,334

Anthony & Kristine Calderone                  $33,333

Marvin & Anna Belm                            $33,333

Brighthouse Networks                     Undetermined

City of Clearwater                       Undetermined

Verizon Florida LLC                      Undetermined


EDUCATION RESOURCES: Gets OK on EPIQ as Claims and Noticing Agent
-----------------------------------------------------------------
The Education Resources Institute Inc. obtained authority from the
U.S. Bankruptcy Court for the District of Massachusetts to employ
EPIQ Bankruptcy Solutions LLC, as its claims, noticing and
balloting agent.

As claims agent to the Debtor, EPIQ is expected to assist the
Debtor with the preparation and distribution of all required
notices in its Chapter 11 Case.

In addition, EPIQ, as notice agent, will assist the Debtor with,
among other things, certain data processing and ministerial
administrative functions, including:

   * preparing schedules, statements of financial affairs, if
     necessary, and preparing the master creditor list, and any
     amendments; and

   * acting as solicitation and disbursing agent in connection
     with the chapter 11 plan process.

The Debtor will pay EPIQ according to its customary hourly rates:
                                       
    Professional                        Hourly Rate
    ------------                        -----------   
    Clerk                                $40 -  $60
    Case Manager (Level 1)              $125 - $175
    IT Programming Consultant           $140 - $190
    Case Manager (Level 2)              $185 - $220
    Senior Case Manager                 $225 - $275
    Senior Consultant                      $295

Mr. Glosband disclosed that on April 1, 2008, EPIQ received a
$25,000, retainer from the Debtor.

James Katchadurian, senior vice president of EPIQ, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code, and does not
hold or represent any interest adverse to the Debtor's estates or
of any class of creditors or equity security holders.

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


EDUCATION RESOURCES: Can File Schedules and Statements by June 23
-----------------------------------------------------------------
The Education Resources Institute Inc. obtained authority from the
U.S. Bankruptcy Court for the District of Massachusetts to file
its schedules of assets and liabilities, schedules of executory
contracts and leases, and statement of financial affairs before
June 23, 2008.

Judge Henry J. Boroff also directed the Debtor to file by
April 22, 2008, an amended list of top 20 unsecured creditors.

Willis J. Hulings III, the Debtor's president and CEO, related
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 explained.

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 told 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. 2; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


EDUCATION RESOURCES: Court Initial OKs Grant Thornton as Advisors
-----------------------------------------------------------------
The Education Resources Institute Inc. obtained interim authority
from the U.S. Bankruptcy Court for the District of Massachusetts
to hire Grant Thornton LLP and its affiliates as financial
advisors.

As financial advisor, Grant Thornton is expected to:

   (a) assist the Debtor's management in evaluating various
       strategic alternatives;

   (b) analyze the Debtor's financial position, business plans
       and financial projections prepared by management,
       including commenting on assumptions and comparing those
       assumptions to historical Debtor and industry trends;

   (c) assist the Debtor's management in connection with the
       development of financial and operational plans;

   (d) assist the Debtor's management with developing its
       communication plan with employees, government authorities,
       customers, suppliers, statutory committees, stakeholders,
       and other parties-in-interest;

   (e) analyze the Debtor's cash receipts and disbursements
       forecast and assess liquidity;

   (f) consult with Debtor's management regarding valuation of
       the Debtor on a going-concern and liquidation basis;

   (g) assist in developing a bankruptcy exit strategy;

   (h) assist with Debtor's oversight of vendors and agents;

   (i) assist the Debtor's management, in coordination with the
       Debtor's legal counsel, in the preparation of a disclosure
       statement, plan of reorganization and the underlying
       business plans from which the documents are developed;

   (j) assist the Debtor's management, in coordination with
       Debtor's legal counsel, in evaluating competing disclosure
       statements, plans and other strategic proposals made by
       the Committee of Unsecured Creditors, and other parties-
       in-interest, if any;

   (k) consult with Debtor's management regarding the preparation
       of required financial statements, schedules of financial
       affairs, monthly operating reports, and other financial
       disclosures required by the Court; and

   (l) provide testimony regarding financial matters related to,
       including, among other things, feasibility of any proposed
       plan of reorganization, and the evaluation of any
       securities issued in connection with the plan.

The Debtor will pay Grant Thornton according to the firm's
customary hourly rates:

       Professional                       Hourly Rate
       ------------                       -----------
       Partner/Principal/Director         $590 to $645
       Senior Manager                     $470 to $535
       Manager                            $400 to $440
       Consultant/Senior Consultant       $210 to $350
       Paraprofessional                   $75 to $155

Martha E.M. Kopacz, a managing principal at Grant Thornton,
assured the Court that her firm does not hold any interest
adverse to the Debtor and its estate, and is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.  Ms. Kopacz disclosed that before the bankruptcy
filing Grant Thornton was retained as advisors to the Debtor and
in connection therewith, received a $350,000 retainer.

The U.S. Trustee for Region 1 has asked the Court to deny
approval of Grant Thornton's employment application to the extent
the Debtor seek interim employment.  The U.S. Trustee pointed out
that Section 327(a) of the Bankruptcy Code does not permit a
court to employ an estate professional on an "interim" basis.

The U.S. Trustee also told the Court that it needs more time to
review Grant Thornton's employment application.

The Court will convene a hearing on May 6, 2008, to consider
final approval of the employment application.  If no timely
objections to Grant Thornton's employment is received, the
Interim Order will be deemed a final order without further
hearing, and Grant Thornton's employment will be made effective
as of the Petition Date.

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


ENCORE CREDIT: Moody's Downgrades Ratings on Seven Tranches
-----------------------------------------------------------
Moody's Investors Service downgraded 7 tranches issued by Encore
Credit Receivables Trust in 2005.  The transactions are backed by
primarily first-lien, subprime fixed and adjustable rate mortgage
loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Issuer: Encore Credit Receivables Trust 2005-1

  -- Cl. M-4, downgraded from A1 to Baa2
  -- Cl. M-5, downgraded from A2 to Baa3
  -- Cl. M-6, downgraded from A3 to Ba3
  -- Cl. M-7, downgraded from Baa1 to B3
  -- Cl. M-8, downgraded from Baa2 to Caa1
  -- Cl. B, downgraded from Baa3 to Caa3

Issuer: Encore Credit Receivables Trust 2005-2

  -- Cl. B, downgraded from Baa3 to Ba3


EYE CARE: Entry in Chicago Market Prompts S&P to Lift Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on San Antonio, Texas-based Eye Care Centers of America
Inc. to 'B+' from 'B'.  At the same time, S&P raised the issue-
level rating on the secured loan to 'BB' from 'BB-' and the issue-
level rating on the subordinated notes to 'B-' from 'CCC+'.  The
outlook is stable.
      
"The rating change reflects the company's successful entry in the
Chicago market, continued operational improvements, and an
enhanced credit protection profile," said Standard & Poor's credit
analyst David Kuntz.


FERNANDEZ MOLEDO: Case Summary & 37 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fernandez Moledo, Inc.
        P.O. Box 13346
        San Juan, PR 00908

Bankruptcy Case No.: 08-02019

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                   Case No.
      ------                                   --------
      Fernandez & Fernandez, Inc.              08-02020

Type of Business: The Debtors operate men's and boy's
                  clothing stores.

Chapter 11 Petition Date: April 2, 2008

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. de Jesus Kellogg

Debtors' Counsel: Charles Alfred Cuprill, Esq.
                  (cacuprill@aol.com)
                  Charles Alfred Cuprill, PSC Law Office
                  356 Calle Fortaleza, 2nd Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

                              Total Assets    Total Debts
                              ------------    -----------
      Fernandez Moledo, Inc.    $2,830,000     $8,895,132

      Fernandez and                     $0     $3,403,278
      Fernandez, Inc.

A. Fernandez Moledo, Inc.'s list of its 19 largest
   unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Banco Santander Puerto Rico      Loan                  $2,454,632
P.O. Box 191080
San Juan, PR 0919-1080

RAMS IMORT                       Clothing Suppliers      $609,764
P.O. Box 16760
San Juan, PR 00908-1670

OMC CO, Inc.                     Clothing Suppliers      $493,079
P.O. Box 195163
San Juan, PR 00919-5163

Importique                       Clothing Suppliers      $320,185
P.O. Box 3000
San Juan, PR 00919

Sasco Trading                    Clothing Suppliers      $291,507
P.O. Box 1036
Charlotte, NC 28201-1036

Vanderbilt                       Clothing Suppliers      $252,362
25 Hall Street
Brooklyn, NY 11205

Eleven & Eleven Corp.            Clothing Suppliers      $249,777

B&B Distributors                 Clothing Suppliers      $220,248

Wrangler                         Clothing Suppliers      $209,903

Blanco Riera Inc.                Clothing Suppliers      $155,111

Urgent Gear                      Clothing Suppliers      $132,285

Brian Brothers Inc.              Clothing Suppliers       $99,838

PLAZA Carolina Mall              Rent Plaza Store         $97,611

Omega Apparel                    Clothing Suppliers       $95,640

Black Horse                      Clothing Suppliers       $94,432

Hanes PR                         Clothing Suppliers       $94,394

Bounty Trading Corp.             Clothing Suppliers       $88,472

IZOD Sportwear                   Clothing Suppliers       $88,226

Harber International Ltd.        Clothing Suppliers       $84,354

B. Fernandez & Fernandez, Inc.'s list of its 18 largest
   unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Banco Santander Puerto Rico      Loan                  $2,454,632
P.O. Box 191080
San Juan, PR 0919-1080

DDR Del Sol LLC                  Store Rent               $63,235
P.O. Box 191080
Atlanta, GA 30353

Banco Santander Puerto Rico      Loan                     $60,283
P.O. Box 191080
San Juan, PR 30353

DDR Atlantic LLC                 Store Rent               $38,311

DDR Isabela LLC                  Store Rent               $38,065

DDR Oeste LLC                    Store Rent               $34,846

Fano Vidal S.E.                  Store Rent               $26,387

Plaza Guaynabo                   Store Rent               $23,951

Capri S.E.                       Store Rent               $20,877

Empresas PR de Desarrollo        Store Rent               $19,917

EL Mercado Plaza S.E.            Montereal Store Rent     $18,128

                                 Naranjito Store Rent      $4,588

Sur CSM Plaza                    Store Rent               $17,725

TSCPR Family                     Store Rent                $8,673

Yabucoa Development              Store Rent                $6,336

PDCM Associates                  Store Rent                $5,032

Las Piedras Investment           Store Rent                $4,811

Regency Park Associates          Store Rent                $4,572

Grupo San Lorenzo                Store Rent                $3,598


FIRST MARBLEHEAD: BofA Exits Student Loan Biz, Ends Company Deal
----------------------------------------------------------------
First Marblehead on Thursday received a notice from Bank of
America that due to the ongoing disruption in the capital markets
the bank has decided to exit the private student loan business and
focus on providing federal student loans.  In connection with this
decision, Bank of America has elected to exercise its right to
terminate its agreements with First Marblehead due to the filing
by The Education Resources Institute of a voluntary bankruptcy
petition on April 7, 2008.

"We appreciate the business relationship that we have shared with
Bank of America to provide alternative private student loan
solutions to students and their families. In the current economic
environment, we understand and respect Bank of America's decision,
Jack Kopnisky, First Marblehead's Chief Executive
Officer and President, said.

"First Marblehead remains passionate about its mission to provide
private student loan solutions to help fill the gap between
federal aid and the rising cost of college. We are committed to
continue to work with lenders to provide an integrated suite of
services including product development, processing and
securitization services," Mr. Kopnisky said.

In a separate news statement, Bank of America confirmed its
commitment renewal in providing government-backed student loans
while discontinuing its private student loan products.

"Bank of America remains committed to helping parents and students
finance a college education through the federal student loan
program," Sandra Dunleavy, head of Bank of America's student loan
business, said.  "Now more than ever, parents and students need a
trusted source to help them with their financial needs."

                       About Bank of America

Headquartered in Charlotte, North Carolina, Bank of America Corp.
(NYSE:BAC) -- http://www.bankofamerica.com-- is a bank holding   
company.  Bank of America provides banking and non-banking
financial services and products through three business segments:
global consumer and small business banking, global corporate and
investment banking, and global wealth and investment management.   
In December 2006, the company sold its retail and commercial
business in Hong Kong and Macau to China Construction Bank.  In
October 2006, BentleyForbes, a commercial real estate investment
and operations company, acquired Bank of America plaza in Atlanta
from CSC Associates, a partnership of Cousins Properties
Incorporated and the company.  In June 2007, the company acquired
the reverse mortgage business of Seattle Mortgage Company, an
indirect subsidiary of Seattle Financial Group Inc.  In October
2007, ABN AMRO Holding N.V. completed the sale of its United
States subsidiary, LaSalle Bank Corporation, to Bank of America.

                    About The First Marblehead

First Marblehead Corporation -- http://www.firstmarblehead.com/--  
provides financial solutions that help students achieve their
dreams.  The company helps meet the growing demand for private
education loans by providing national and regional financial
institutions and educational institutions, well as businesses and
other enterprises, with an integrated suite of design,
implementation and securitization services for student loan
programs.

First Marblehead supports responsible lending for borrowers and is
a strong proponent of the smart borrowing principle, which
encourages students to access scholarships, grants and federally
guaranteed loans before considering private education loans. At
Dec. 31, 2008, the company's balance sheet showed total assets of
$1,584,564,000, total liabilities of $663,514,000 and total
stockholders' equity of $921,050,000

                           *     *     *

As reported by the Troubled Company Reporter on April 9, 2008,
First Marblehead's stocks dropped 37% after The Education
Resources Institute, guarantor of its loans, filed for Chapter 11
protection.  According to Bloomberg News, First Marblehead
declined $2.84 to $4.86 in New York Stock Exchange trading after
TERI's bankruptcy filing.  The descent is the biggest one-day drop
in the securities' record and reduces First Marblehead below 89%
for the past 12 months.

First Marblehead is scheduled as TERI's largest unsecured
creditor, holding claims of $11 million, according to papers TERI
filed in bankruptcy court.

First Marblehead said it is analyzing the implications of TERI's
Chapter 11 filing on its lenders, investors, borrowers, well as
the The National Collegiate Student Loan Trusts.


FOAMEX INT'L: Names David J. Lyon to Board of Directors
-------------------------------------------------------
David J. Lyon has been named to the Foamex International Inc.'s
Board of Directors.  

"We are pleased to welcome David to the Foamex Board," Jack
Johnson, President and Chief Executive Officer, said.  "He has an
impressive background and we believe that his expertise and
perspective will be valuable additions as we continue to work to
strengthen and build our business.  We appreciate the continued
support of the D. E. Shaw group and all of our other
stockholders."

David J. Lyon is a vice president of D. E. Shaw & Co., L.P. and
focuses on the firms special situations private equity strategy.
Prior to joining the D. E. Shaw group, Mr. Lyon spent seven years
as a managing director of The Cypress Group, a New York-based
private equity firm.  He has also held positions at Goldman, Sachs
& Co. and Och-Ziff Capital Management Group.  Mr. Lyon received
his M.B.A. from Harvard Business School and his B.A. from the
University of Notre Dame.  He also serves on the Board of
Directors of Owens Corning.

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- produces cushioning for      
bedding, furniture, carpet cushion and automotive markets.  The
company also manufactures polymers for the industrial, aerospace,
defense, electronics and computer industries.  

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  

On Feb. 2, 2007, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan of Reorganization of
Foamex International Inc. became effective and the company emerged
from chapter 11 bankruptcy protection on Feb. 12, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on April 8, 2008,
Foamex International Inc.'s consolidated balance sheet at Dec. 30,
2007, showed $430.6 million in total assets and $728.7 million in
total liabilities, resulting in a $298.1 million total
stockholders' deficit.


FORD MOTOR: Rising Sales Spur Increased Production at Wayne Plant
-----------------------------------------------------------------
Ford Motor Company disclosed that North American production of the
Ford Focus will increase by nearly 30% in 2008 to keep pace with
strong demand for the newly redesigned small car.

The new Focus -- which delivers 35 miles per gallon and industry-
first technology such as Ford SYNC(TM) -- has been a hot seller
since it began rolling off the assembly line at Ford's Wayne
Stamping and Assembly Plant in late 2007.

In the first three months of 2008, Ford sold 49,070 Focus units --
an increase of 23% from the same time period last year.  
Importantly, retail sales were up 35%, while fleet sales declined
slightly.  The Focus now claims 7.6% of the U.S. small car market,
1.2 percentage points better than a year ago.

Based on the strong demand, Ford is increasing production in order
to build a total of 245,000 Focus units in 2008, up from 191,000
in 2007.  The production plan means Wayne Stamping and Assembly's
2,800 employees will work some overtime and Saturday shifts for
the rest of the year to meet demand.

"Our employees are determined to deliver high-quality vehicles to
our customers," Wayne Stamping and Assembly Plant Manager Dale
Wishnousky, said.  "Our work force understands the Focus is the
gateway to Ford Motor Company and knows it is a great car and it's
great to see that our customers know it -- and love it -- too."

The 2008 model of the fun-to-drive Focus launched in October 2007
with industry-exclusive technology such as Ford SYNC(TM), the
hands-free voice-activated in-car communications and entertainment
technology that integrates Bluetooth-enabled mobile phones and
digital music players. SYNC-equipped Focus accounted for 40
percent of the sales.

The new Focus also launched with improved quality -- with 13
percent fewer Things Gone Wrong over last year.  This is according
to the 2008 Q1 Global Quality Research System study conducted for
Ford by RDA Group of Bloomfield Hills, Michigan.

Ford invested $130 million in Wayne to build the new Focus.  The
company installed new tooling and equipment, body shop upgrades
and a new onsite "rough road" test track for the Focus.

J.D. Power sales data show that 30% of 2008 Focus year buyers are
16 to 35 years old.  That's up from 26% of 2007 Focus buyers.

Wayne Stamping and Assembly opened in 1952.  It currently employs
2,655 hourly and 145 salaried employees.

                       About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said that the ratings and
outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated
B/Stable/B-3) were not affected by Ford's announcement of an
agreement to sell its Jaguar and Land Rover units to Tata Motors
Ltd. (BB+/Watch Neg/--) for $2.3 billion (before $600 million of
pension contributions by Ford for Jaguar-Land Rover).

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor
Company and Ford Motor Credit Company at 'B', and maintained the
Rating Outlook at Negative.

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the United Auto
Workers.


FREMONT HOME: Delinquencies Cue Moody's 112 Rating Downgrades
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 112 tranches
from 12 subprime RMBS transactions issued by Fremont.  25
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 are a result of Moody's on-going surveillance process.

Complete rating actions are:

Fremont Home Loan Trust 2005-2

  -- Cl. M-7, Downgraded to Ba1 from Baa1
  -- Cl. M-8, Downgraded to B3 from Baa2
  -- Cl. M-9, Downgraded to Caa1 from Baa3
  -- Cl. B-1, Downgraded to Caa2 from Ba1
  -- Cl. B-2, Downgraded to Ca from B2

Fremont Home Loan Trust 2005-C

  -- Cl. M9, Downgraded to Ba2 from Baa3

Fremont Home Loan Trust 2005-D

  -- Cl. M5, Downgraded to Baa1 from A2

  -- Cl. M6, Downgraded to Ba2 from A3

  -- Cl. M7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Caa1 from Baa2

  -- Cl. M9, Downgraded to Caa2 from Ba2

  -- Cl. B1, Downgraded to Caa3 from Ba3

  -- Cl. B2, Downgraded to Ca from B2

Fremont Home Loan Trust 2005-E

  -- Cl. M5, Downgraded to Baa1 from A2

  -- Cl. M6, Downgraded to Ba2 from A3

  -- Cl. M7, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M9, Downgraded to Caa2 from Ba1

  -- Cl. B1, Downgraded to Caa3 from B1

  -- Cl. B2-A, Downgraded to Caa3 from Caa1

  -- Cl. B2-B, Downgraded to Caa3 from Caa1

  -- Cl. B2-C, Downgraded to Caa3 from Caa1

  -- Cl. B2-D, Downgraded to Caa3 from Caa1

Fremont Home Loan Trust 2006-1

  -- Cl. II-A-4, Downgraded to Aa2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa2

  -- Cl. M-2, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

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

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

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

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

  -- Cl. M-8, Downgraded to C from Ca

Fremont Home Loan Trust 2006-2

  -- Cl. M-3, Downgraded to Baa1 from A1

  -- Cl. M-4, Downgraded to Ba2 from A2

  -- Cl. M-5, Downgraded to B2 from A3; 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 Ba3

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

  -- Cl. M-10, Downgraded to Ca from Caa2

Fremont Home Loan Trust 2006-3

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

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

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

  -- Cl. II-A-3, Downgraded to A3 from Aaa

  -- Cl. II-A-4, 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 Ba1

  -- Cl. M-5, Downgraded to Caa2 from B3

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

  -- Cl. M-7, Downgraded to Caa3 from Caa1

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

  -- Cl. M-9, Downgraded to C from Ca

Fremont Home Loan Trust 2006-A

  -- Cl. 2-A-4, Downgraded to Aa2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa2

  -- Cl. M-2, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-5, Downgraded to Caa2 from Baa2

  -- Cl. M-6, Downgraded to Caa3 from Ba2

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

  -- Cl. M-8, Downgraded to C from B3

  -- Cl. M-9, Downgraded to C from Ca

Fremont Home Loan Trust 2006-B

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

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

  -- Cl. 2-A-3, Downgraded to Baa1 from Aaa

  -- Cl. 2-A-4, 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 Ba1

  -- Cl. M-6, Downgraded to Caa3 from Ba3

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

  -- Cl. M-8, Downgraded to C from Ca

Fremont Home Loan Trust 2006-C

  -- Cl. 1-A2, Downgraded to Aa3 from Aaa

  -- Cl. 2-A1, Downgraded to Aa1 from Aaa

  -- Cl. 2-A2, Downgraded to A1 from Aaa

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

  -- Cl. M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade
     
  -- Cl. M4, Downgraded to Caa1 from Baa3

  -- Cl. M5, Downgraded to Caa2 from B2

  -- Cl. M6, Downgraded to Caa3 from B3

  -- Cl. M7, Downgraded to Ca from B3

  -- Cl. M8, Downgraded to Ca from B3

  -- Cl. M9, Downgraded to C from Ca

Fremont Home Loan Trust 2006-D

  -- Cl. 2-A4, Downgraded to Aa2 from Aaa

  -- Cl. M1, Downgraded to Baa2 from Aa1

  -- Cl. M2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to Caa1 from B3

  -- Cl. M6, Downgraded to Caa2 from B3

  -- Cl. M7, Downgraded to Caa3 from Caa1

  -- Cl. M8, Downgraded to Caa3 from Caa1

  -- Cl. M9, Downgraded to Ca from Caa2

Fremont Home Loan Trust 2006-E

  -- Cl. 1-A1, Downgraded to Aa1 from Aaa

  -- Cl. 2-A3, Downgraded to Aa1 from Aaa

  -- Cl. 2-A4, Downgraded to Aa3 from Aaa

  -- Cl. M1, Downgraded to Baa3 from Aa1

  -- Cl. M2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to Caa1 from Ba3

  -- Cl. M7, Downgraded to Caa2 from B3

  -- Cl. M8, Downgraded to Caa3 from Caa1

  -- Cl. M9, Downgraded to Ca from Caa1

  -- Cl. M10, Downgraded to C from Ca


FREMONT GENERAL: Trustee's Notice Cues Fitch to Put Default Rating
------------------------------------------------------------------
Fitch Ratings has downgraded Fremont General Corporation ratings
and removed the Negative Rating Outlook as:

  -- Long-term Issuer Default Rating to 'D' from 'CC';
  -- Individual Rating to 'F' from 'E'.

Fitch's action follows FMT's receipt of a written notice from the
trustee for the company's series B 7.875% senior notes, due March
2009, that the majority holders of the notes has agreed to forbear
acceleration of the obligations owed under notes.  Fitch considers
the notes in default as FMT has failed to make timely payment of
principal and/or interest under the terms of the indenture.  
Specifically, FMT did not pay a semi-annual interest payment of
approximately $6.6 million, payable on March 17, 2008.  Under the
terms of the indenture, failure to pay semi-annual interest
payments within 30 days of the due date or April 16, 2008,
constitutes an event of default.  While majority holders and the
company explore options to restructure the notes, the forbearance
may be terminated by the trustee or majority holders at any time.

The rating action has no impact on the ratings of Fremont
Investment & Loan, FMT's banking subsidiary.

These ratings have been affirmed:

Fremont General Corp:
  -- Senior unsecured debt at 'C/RR6'

Fremont General Financing I
  -- Preferred securities at 'C/RR6'.

These ratings remain unchanged and remain on Rating Watch
Positive:

Fremont Investment & Loan:
  -- Long-term deposits at 'CCC/RR4';
  -- Short-term Deposits at 'C'.

These ratings have been affirmed and withdrawn:

Fremont General Corporation:
  -- Short-term IDR at 'C';
  -- Support Rating at '5'
  -- Support Floor at 'NF'.

These ratings remain unchanged and maintain a Negative Rating
Outlook:

Fremont Investment & Loan
  -- Long-term IDR at 'CC'
  -- Short-term IDR at 'C';
  -- Individual Rating at 'F'
  -- Support Rating at '5';
  -- Support Floor at 'NF'.


FRONTIER LEASING: Seven Cert. Classes Get Moody's Rating Reviews
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings of seven classes of certificates issued in three small
ticket equipment securitizations sponsored by Frontier Leasing
Corporation.

The current review is prompted by the slow pace at which the
trusts are realizing recoveries on defaulted receivables, which in
turn is translating in a low bond paydown rate.  This is a concern
particularly in light of the limited time remaining to the final
maturity of many of the certificates.  In addition, credit
enhancement for several classes of certificates has eroded further
since Moody's first review in the fall of 2006.

The complete rating actions are:

Issuer: Frontier Equipment Receivables Trust 2002-1

  -- Class A Receivables-Backed Certificates, rated A1, on review
     for possible downgrade

  -- Class B Receivables-Backed Certificates, rated Baa3, on
     review for possible downgrade

  -- Class C Receivables-Backed Certificates, rated B1, on review
     for possible downgrade

Issuer: Frontier Equipment Receivables Trust 2004-1

  -- Class A Receivables-Backed Certificates, rated Baa2, on
     review for possible downgrade

  -- Class B Receivables-Backed Certificates, rated B2, on review
     for possible downgrade

  -- Class C Receivables-Backed Certificates, rated Caa1, on
     review for possible downgrade

Issuer: Frontier Funding Company V, LLC

  -- Class B Receivables-Backed Certificates, rated Ba3, on review
     for possible downgrade

The servicer of the leases is Frontier Leasing Corporation.  The
company was founded in April of 1999 to originate and service
equipment leases to a broad range of small-and medium sized
businesses on a national level.  The firm focuses primarily on the
small-ticket sector of the equipment leasing market.


GENERAL MOTORS: Delta Township Plant Workers Rally, Talks Resume
----------------------------------------------------------------
General Motors Corp. and United Auto Workers union representatives
of a Delta Township plant in Lansing, Michigan, resumed talks on
Friday, April 18, 2008, after workers went on strike after 10 a.m.
on Thursday, after both parties failed to agree on plant-specific
issues, various sources report.

GM also disclosed that a planned rally at a key transmission plant
in Warren, Michigan, was suppressed after GM and the UAW agreed to
continue talks past the strike deadline, Terry Kosdrosky of Dow
Jones Newswires relates.  However, if talks fail, the UAW Local
909 will, then, issue a 12-hour strike notice.

Mr. Kosdrosky also added that UAW Local 31 of a GM plant in
Fairfax, Kansas, which makes the Chevrolet Malibu and Saturn Aura
sedans, warned the automaker that union members will walk off the
job in five days.

As reported in the Troubled Company Reporter on April 11, 2008,
UAW workers at three GM factories in Michigan had threatened to
rally in five days if discussions on plant-specific issues,
including work rules and seniority, would not be resolved.

GM spokesman Dan Flores said that the automaker was doing its best
to reach a new labor contract as soon as possible, pointing at a
recent settlement between GM and a UAW local at a Parma, Ohio
plant.

The three plants are the Delta Township plant, which manufactures
large crossover utility vehicles -- the Buick Enclave, GMC Acadia
and Saturn Outlook; the Warren plant, which produces
transmissions, and the Flint plant, produces pickup trucks and
medium-duty commercial trucks, though pickup truck production is
idled due to the strike at supplier American Axle & Manufacturing
Holdings Inc.

The strike will greatly affect auto production which is still
reeling on the impact of the 6-week Axle strike. To date, 30 GM
plants was shut down as Axle continues negotiations with the UAW.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908. GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries. In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.


GENERAL MOTORS: Plastech Complains About Tooling Repossession
-------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
deny the request of General Motors Corporation to lift the
automatic stay to allow it to repossess tooling from the Debtors.

General Motors seeks "contingent" relief from the automatic stay
to allow it to repossess the Tooling only in the event that the
Debtors reject a relevant purchase order, the Debtors close a
relevant plant, the Debtors' financing expires, or the Debtors
are unable to supply parts.

Matthew P. Ward, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, states that General Motors' request
is procedurally improper, as the relief must be sought only
through an adversary proceeding, pursuant to Rule 7001 of the
Federal Rules of Bankruptcy Procedure.

Bankruptcy Rule 7001 provides that, "a proceeding to recover
. . . property" and "a proceeding to determine the validity,
priority, or extent of a lien or other interest in property" are
adversary proceedings."

Mr. Ward contends General Motors' request is improper because it
seeks only prospective and "contingent" relief from the automatic
stay based upon speculative future events.  As these
"speculative" events have not occurred, the motion is merely an
advisory opinion rather than an actual case or controversy, and
therefore the Court lacks jurisdiction because there does not
presently exist any actual dispute that is ripe for adjudication,
Mr. Ward relates.

In addition, Mr. Ward says the standards applicable for modifying
the automatic stay under Section 362(d)(1) of the Bankruptcy Code
are not satisfied.  He cites that General Motors has not afforded
the Debtors with the breathing spell to which they are entitled.  
To the contrary, General Motors filed the Stay Relief Motion
within six weeks of the Petition Date, a period when the Debtors'
initial exclusivity period has not yet expired, and the Debtors
have been engaged in negotiating restructuring proposals with
their major creditor constituencies, Mr. Ward maintains.

Mr. Ward tells the Court that General Motors has created issues
for vendors, moldbuilders, and other major customers by sending a
negative signal, such as the relief sought by Roush
Manufacturing, Inc., to lift the automatic stay in order to
exercise state law rights with respect to certain Tooling.

Mr. Ward avers that relief from the automatic stay would be
particularly inappropriate because General Motors is merely an
unsecured creditor.  He emphasizes ceding to GM's request would
be detrimental to other unsecured creditors, and other creditors
in general, and would put the collateral of the Debtors' secured
lenders in jeopardy, particularly those claims senior in priority
to General Motors, whose recovery depends on the Debtors'
continuing operations.  Mr. Ward maintains that lifting the stay
would affect the Debtors' production of GM's parts and would, in
turn, cause immediate shutdowns at GM's plants.  To the Debtors'
knowledge, Mr. Ward says there is no orderly transition plan in
place, and any transition plan would take weeks, if not months,
to implement procedures and protocols to identify any Tooling and
to safely remove it without causing disruption to the Debtors'
operations and its other customers' production lines.

The Official Committee of Unsecured Creditors concurs with the
Debtors' contentions.  "The relief requested in the Motion is of
a contingent nature and based upon speculation as to future
events.  The Motion essentially seeks an advisory opinion on a
controversy that is not ripe for adjudication."

                   Goldman Sachs Joins Objection

Goldman Sachs Credit Partners L.P., the administrative and
collateral agent for the Debtors' Prepetition First Lien Term
Lenders, joins in the Debtors' objection to GM's request.

According to Richard A. Levy, Esq., at Latham Watkins LLP, in
Chicago, Illinois, Goldman Sachs asks the Court, in the event the
Court grants GM's request, to make clear that nothing in the
Court's order terminates or otherwise impairs any liens, claims
or other interests the Prepetition First Lien Term Agent and the
Prepetition First Lien Lenders may have in the Tooling under
applicable law.

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

                            About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/B-3) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expects American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.

To resolve the CreditWatch listings, S&P's will assess the
strike's impact on the companies' credit profiles, particularly
liquidity, once production resumes.  S&P could lower the ratings
any time prior to a resolution of the Axle strike if the liquidity
of the companies becomes compromised, although downgrades are not
likely for another several weeks.


GENERAL MOTORS: Delta Township Factory Workers Walk Off from Jobs
-----------------------------------------------------------------
United Auto Workers Local 602 union workers at General Motors
Corp.'s Delta Township plant in Lansing, Michigan, went on strike
after 10 a.m. on April 17, 2008, after both parties failed to
agree on plant-specific issues, David Bailey and Nick Carey of
Reuters report.

As reported in the Troubled Company Reporter on April 11, 2008,
UAW workers at three GM factories in Michigan had threatened to
rally in five days if discussions on plant-specific issues,
including work rules and seniority, would not be resolved.

GM spokesman Dan Flores said that the automaker was doing its best
to reach a new labor contract as soon as possible, pointing at a
recent settlement between GM and a UAW local at a Parma, Ohio
plant.

The three plants are the Delta Township plant, which manufactures
large crossover utility vehicles -- the Buick Enclave, GMC Acadia
and Saturn Outlook; the Warren plant, which produces
transmissions, and the Flint plant, produces pickup trucks and
medium-duty commercial trucks, though pickup truck production is
idled due to the strike at supplier American Axle & Manufacturing
Holdings Inc.

The strike will greatly affect auto production which is still
reeling on the impact of the 6-week Axle strike.  To date, 30 GM
plants was shut down as Axle continues negotiations with the UAW.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/B-3) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expects American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.

To resolve the CreditWatch listings, S&P's will assess the
strike's impact on the companies' credit profiles, particularly
liquidity, once production resumes.  S&P could lower the ratings
any time prior to a resolution of the Axle strike if the liquidity
of the companies becomes compromised, although downgrades are not
likely for another several weeks.

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Fitch Ratings has affirmed the Issuer Default Rating of General
Motors at 'B', with a Rating Outlook Negative.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


GERARDO TOSCANINI: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gerardo Alejo Toscanini
        11471 Olson Drive
        Garden Grove, CA 92841

Bankruptcy Case No.: 08-bk-11577-ES

Chapter 11 Petition Date: March 31, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtors' Counsel: Gail Higgins, Esq.
                    (GHigginsE@aol.com)
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  
Estimated Assets: $1 million to $10 million

Estimated Debts:  $10 million to $100 million

Consolidated Debtors' List of 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Auto Financing        retail installment    $1,452,978
A.C. Foell                     contracts
3818 E. La Palma Avenue     
Anaheim, CA 92807

Countrywide Home Lending       property; value of    $1,250,400
Attention: Bankruptcy SV-      security: $970,000;
314B                           value of senior lien:
P.O. Box 5170                  $218,591
Simi Valley, CA 93062       
      
Emc Mortgage                   value of senior lien: $1,249,400
Attention: Bankruptcy Clerk    $1,000,000; value of
P.O. Box 293150                security: $18,000,000
Lewisville, TX 75029     

Home Equity Servicing          property; value of     $1,094,732
Corporation                    security: $1,430,000;
Attn: Bankruptcy Department    value of senior lien:
1100 Corporate Center          $875,948
Raleigh, NC 27607

National City Mortgage         property; value of     $750,000
Attn: Bankruptcy Dept          security: $525,000;
3232 Newmark Dr.               value of senior lien:
Miamisburg, OH 45342           $590,400

National City Bank             property: value of     $736,491
Attention: Bankruptcy          security: $1,050,000;
Department                     value of senior lien:
6750 Miller Road               $1,340,4000
Brecksville, OH 44141

Saxon Mortgage Sercive         property: value of     $715,527
4708 Mercantile Dr             security: $500,000
N Fortworth, TX 76137

Litton Loan Servicing          property; value of     $589,391
Attention: Bankruptcy          security: $850,000;
4828 Loop Central Drive        value of senior lien:
Houston, TX 77081              $471,999
        
Aurora Loan Services           conventional real      $472,000
P.O. Box 1706                    estate
Scottsbluff, NE 69363               

Dealer Services Corporation   dealer plan             $159,919
                              servicing

GMAC                          mortgage; value of      $94,206
                              senior lien: $48,719

HCC Surety Group              indemnities             $50,000
           
Automotive Finance            AFC Floor Plan          $21,527
Corporation                 

Buy For less                  contract finance        $21,190


GRAND CIRCLE: Moody's Withdraws All Ratings on Cancelled Deal
-------------------------------------------------------------
Moody's Investors Service has withdrawn all the ratings for Grand
Circle Holdings, LLC including the B2 Corporate Family Rating, as
well as the issue ratings of its subsidiaries.  The ratings are
being withdrawn because the transaction has been cancelled.  The
last rating action occurred on March 20, 2008.

Ratings withdrawn are:

Grand Circle Holdings, LLC

  -- Corporate family rating at B2

  -- Probability of default rating at B2

  -- $170 million senior secured second lien facilities rated B2
      consisting of these:

Grand Circle River Cruise Lines, LLC

     - $145 million senior secured second lien term loan
       guaranteed by Grand Circle Holdings, LLC at B2 (LGD 4, 52%)

GC Cayman Holdings, LTD

     - $25 million senior secured second lien term loan guaranteed
       by Grand Circle Holdings, LLC and Grand Circle River Cruise
       Lines, LLC at B2 (LGD 4, 52%)

Headquartered in Boston, Massachussetts, and through its brands
Grand Circle Cruise Line, Grand Circle Travel and Overseas
Adventure Travel, the company offers more than 100 river cruise
tours, river barge tours, small-ship ocean tours, extended stay
vacations, safaris, and adventure vacations.  Pro-Forma revenues
for the twelve-month period ended Dec. 31, 2007 was approximately
$729 million.


GPS INDUSTRIES: Dec. 31 Balance Sheet Upside Down by $514,000
-------------------------------------------------------------
GPS Industries Inc. reported a balance sheet data with total
assets of $11.990 million, total liabilities of $12.504 million
resulting to a total stockholders' deficiency of $0.514 million,
as of Dec. 31, 2007.
    
Inclusive of its restated quarters, revenues for 2007 increased to
$7.3 million or 11% over 2006 revenues of $6.6 million.  Net
operating loss for 2007 was $11.6 million as compared to
$5.4 million in 2006.  Excluding the one time non cash gain on
derivative liabilities in 2006, the operating loss improved by
$1.7 million from 2006.
    
The net loss for 2007 was $24.1 million after charges for a non-
cash deemed preferred stock dividend of $12.5 million as compared
to the net loss of $17.0 million in 2006 after charges for a non-
cash deemed preferred stock dividend of $11.5 million.
    
As a result of an in-depth review of certain sales and
installation agreements and course installations that occurred in
the first three quarters of 2007, the company determined that
because of the nature of the recourse obligations on certain
leased systems, the commitment to upgrade certain installed
systems and commitments of system warranties, it had incorrectly
accounted for the related revenues, cost of goods sold, course
assets, accrued liabilities and deferred revenues.  The company's
financial statements presented in the annual report on form 10-KSB
includes these restatements.  Although there was no change to the
company's cash flow, overall revenues deferred into future years
were $1.6 million and the impact on net loss was an increase of
$697,000.
    
"2007 was clearly a difficult year for GPSI," Bart Collins, member
of the board of directors of GPSI, stated.  "We faced a number of
challenges that contributed to the financial performance including
an ineffective pricing strategy which ultimately confused the
market place, the delay in our new products and the delay in
closing the UpLink acquisition which we believe slowed down orders
in the 2nd half of 2007."

"Our job now is to redouble our efforts to deliver the best GPS
system in the industry to our customers while focusing on
profitable sales that will ultimately bring shareholder value,"
Mr. Collins added.  "GPSI has invested significant amounts in the
development of the new HDX Inforemer System that stands well ahead
of the competition in terms of technological and advertising
capabilities that will satisfy our customers well into the
future."

                      About GPS Industries

Headquartered in Surrey, B.C. Canada, GPS Industries Inc. (OTC BB:
GPSN.OB) -- http://www.gpsindustries.com/-- develops and markets     
GPS and Wi-Fi multimedia solutions to enable managers of golf
facilities, resorts, and residential communities to improve
operational efficiencies and generate significant new revenue
streams.


GSCP LP: Moody's Downgrades Senior Debt Rating to 'B3' From 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded the senior debt rating of
GSCP (NJ), L.P. to B3 from B2.

The downgrade was driven by the negative impact that a likely
protracted downturn in the markets for collateralized debt
obligations and other credit-focused funds will have on GSC's
revenues and earnings over the next 12-18 months.  GSC is the
borrowing entity of GSC Group, an asset management firm
specializing in credit-based alternative investment strategies.  
This rating action concludes the review for downgrade which began
on Dec. 14, 2007.  The outlook on the rating is now negative.

Moody's VP Senior Credit Officer Matthew Noll commented, "GSC's
business and financial profile continues to be weakened by the
severe disruptions in the CDO markets."

The rating agency noted that significantly weaker performance in
GSC's 2006 and 2007 vintage US ABS CDOs has resulted in
substantially lower management fees in 2007, which will continue
into 2008.  Regarding the company's investments in its own funds,
GSC has already written down most of its own investments in the
ABS CDOs; however, there remain challenges with GSC realizing
distributions from the stronger performing funds due to broad
market conditions for asset sales.  GSC is substantially dependent
on realizing distributions from its funds for its debt service.

The depletion of a meaningful revenue source places greater
importance on the future performance of GSC's other investment
funds, which include US and European corporate credit CDOs and
CLOs, European mezzanine funds, and US distressed debt and equity
funds.  While these funds are currently performing within
expectations, factors such as how increases in corporate default
rates will impact performance income, the timing and amount of
distributions from these funds to GSC, as well as the prospects
for GSC raising capital from investors for additional new funds
will be major challenges for the foreseeable future.

Moody's added that GSC's new bank agreement reduces its borrowing
capacity as a result of the smaller bank revolver, carries a
higher interest cost, and subjects the company to more restrictive
covenants after 2009.  The rating agency believes that GSC's
liquidity profile for the remainder of 2008, although challenging,
is manageable.  During the year, the company's cash needs include
higher interest costs, mandatory amortization of the new bank
loan, and equity contributions to its investment funds.  Moody's
views positively the additional capital contribution from GSC's
senior management team (who are the owners of the firm), which was
part of the renegotiation of the bank credit facility in early
2008.  Mr. Noll concluded that the current B3 rating "reflects our
expectation that GSC will have sufficient EBITDA and cash flow to
meet its financial covenants and service its debt requirements in
2008."

GSC's rating outlook could be moved back to stable if the fund
distributions to the manager and its management fee income in 2008
meet Moody's expectations, if there is no further deterioration in
the performance of GSC's financial and liquidity profile, and if
the company demonstrates successful capital raising for future
alternative investment funds and executes on new fund initiatives
already in place.  On the other hand, the rating agency said GSC
could be further downgraded if there is increased likelihood that
the ABS CDOs will be forced to liquidate (which would further
reduce GCS's management fees), if higher corporate defaults would
significantly impact the fees and distributions from GSC's
corporate credit CDOs and CLOs (and its investments in these
investment vehicles), and if it becomes likely that the company
will breach its financial covenants.

The last rating action on GSC was on Dec. 14, 2007 when the
company's senior debt rating was downgraded to B2 from B1 and the
rating was placed on review for further possible downgrade.

GSC Group is a privately-held asset management firm focused on
credit-based alternative investments for institutions and high net
worth individuals.  Headquartered in Florham Park, New Jersey,
GSC's assets under management were $22 billion as of Dec. 31,
2007.


HANCOCK FABRICS: Posts $27.9 Mil. Net Loss for Year Ended Feb. 2
----------------------------------------------------------------
Hancock Fabrics Inc. reported a net loss of $27.9 million for the
fiscal year ended Feb. 2, 2008 compared to $45.9 million net loss
for the prior year.

The company has generated total sales of $276.2 million for this
year from $289.4 million for the previous year.

Net sales for the year from continuing operations were
$276 million, a decrease of 4.6% over fiscal 2006.  Same store
sales, excluding liquidating stores, increased by 0.5% over the
previous year.

Loss from continuing operations was $24.3 million, an improvement
of 21% from a $30.7 million loss for 2006.
   
Gross margin for fiscal 2007 of 42.9% was an improvement over the
39.7% of the prior year.  This increase reflects a 2% charge taken
in 2006 related to consigned inventory and a LIFO credit in the
current year.  The company anticipates an improvement in gross
margin rates going forward, resulting from sourcing, supply chain
and inventory management initiatives implemented as a part of its
restructuring effort.
   
Selling, general and administrative expenses for the year
decreased to $117.8 million from $141.3 million in the prior year.   
This reduction occurred due to the closure of underperforming
store locations, personnel reductions in the Corporate
headquarters or distribution center, and various restructuring
initiatives.
    
During 2007, the company closed 134 stores and relocated 2 stores.  
These closures were part of the company's restructuring efforts
which included the liquidation of non-profitable locations.  The
company also remodeled 6 locations to its new prototype format.   
For 2008, the company plans to remodel 89 existing store locations
and relocate 12 stores, due to lease or market conditions.

The company has entered into a commitment letter, subject to
bankruptcy court approval, with GE Commercial Finance to provide
exit financing once the plan of reorganization is filed and
approved.

The company intends to file a plan of reorganization in the near
future and with court approval, exit bankruptcy thirty to sixty
days later.

The company's consolidated balance sheet reflected total assets of
$150.944 million, total liabilities of $123.888 million and a
total shareholders' equity of $27.056 million.

Hancock filed the 2007 annual report on Form 10-K on April 17.  
With the filing of the 2007 10-K, the company said it will be
current with all required Securities and Exchange Commission
filings.

                      About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Debtors' exclusive period to file
a Chapter 11 Plan expires on May 30, 2008. (Hancock Fabric
Bankruptcy News, Issue No. 28, Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


HESS FARM: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: Hess Farm Partnership
                3500 Hess Road
                Monkton, MD 21111

Case Number: 08-15348

Involuntary Petition Date: April 17, 2008

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Petitioner's Counsel: Patrick John Potter, Esq.
                        (patrick.potter@pillsburylaw.com)
                      Pillsbury Winthrop Shaw Pittman, LLP
                      2300 N. Street, N.W.
                      Washington, DC 20037-1128
                      Tel: (202) 663-8000

   Petitioners                                      Claim Amount
   -----------                                      ------------
Tally LLC, General Partner                          unknown
3500 Hess Road
Monkton, MD 21111


INTEREP NATIONAL: Gets Final OK on $25MM Silver Point DIP Loan
--------------------------------------------------------------
The Hon. Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New Jersey authorized Interep National
Radio Sales Inc. and its debtor-affiliates to access, on
a final basis, up to $25 million in postpetition financing
from Silver Point Finance LLC, as administrative agent, and other
financial institutions -- comprised of OCM Principal Opportunities
Fund III LP and OCM Principal Opportunities Fund IIIA LP.

As reported in the Troubled Company Reporter on April 4, 2008,
Judge Drain gave the Debtors permission to use at least
$15 million, on an interim basis, from the Silver Point facility.  
The DIP facility will become due on Oct. 1, 2008.

The proceeds of the loans will be used for working capital and
capital expenditures, other general corporate purposes of the
Debtors, and payment of the costs of administration of the cases.

The Debtors will pay interests at:

   (i) Base Rate Loans: A rate per annum equal to the greater of
       (1) (A) 5.00% per annum and (B) the greater of (i) the
       Prime Rate in effect on such day, and (ii) the Federal
       Funds Effective Rate in effect on such day plus 0.5%, plus
       (2) 4.00%.

  (ii) LIBOR Rate Loans: A rate per annum equal to the Adjusted
       LIBOR Rate plus 5.00%.

(iii) Default Interest Rate: During an event of default, the
       loans will bear interest at an additional 2% per annum.

To secure their DIP obligations, the lenders will be granted a
superpriority administrative claim under section 364(c)(1) of the
Bankruptcy Code.

The DIP liens are subject to a carve-out for all fees required
to be paid to the clerk of the bankruptcy court and the U.S.
Trustee.  The agreement contains conditional and customary events
of defaults.

Silver Point is represented by Valerie Radwaner, Esq., and Alice
Eaton, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison, LLP in
New York.

OCM entities are represented by Jane L. Vris, Esq., at Vinson
Elkins LLP in New York.

A full-text copy of the Debtors' Postpetition Revolving Credit and
Guaranty Agreement with Silver Point is available for free at:

             http://ResearchArchives.com/t/s?29f2

Headquartered in New York, New York, Interep National Radio Sales,
Inc. -- http://www.interep.com/-- are independent sales and
marketing companies that specialize in radio, the Internet,
television and complementary media.  With 16 offices across the
U.S., they serve radio and television station clients and
advertisers in all 50 states and beyond.  The company and 14 of
its affiliates filed for Chapter 11 protection on March 30, 2008
(Bankr. S.D.N.Y. Lead Case No.08-11079).

Erica M. Ryland, Esq., at Jones Day, represents the Debtors in
their restructuring efforts.  No Official Committee has been
appointed in the cases to date.  The Debtors selects Kurztman
Carson Consultants LLC as claims, noticing and balloting agent.  
When the Debtor filed for protection from their creditors, it
listed between $50 million and $100 million in asset and between
$100 million and $500 million in debts.


INTERSTATE BAKERIES: Executes Amendment on DIP Maturity Extension
-----------------------------------------------------------------
Interstate Bakeries Corporation executed a commitment for
financing with certain of the existing lenders under its current
debtor-in-possession credit facility, other new lenders and
JPMorgan Chase Bank NA, as administrative agent and collateral
agent for the lenders, that provides for an amended and restated
credit facility to replace the current DIP credit facility, which
expires on June 2, 2008.  

Under the terms of the commitment letter, the maturity of the DIP
credit facility would be extended to Sept. 30, 2008, and the
amount available for borrowing under the DIP credit facility would
be increased from $200 million to $250 million.
   
The commitment is subject to a number of conditions, including
final documentation and Bankruptcy Court approval.  Interstate
Bakeries filed a motion with the U.S. Bankruptcy Court for the
Western District of Missouri seeking authorization to enter into
the amended and restate DIP credit facility and requesting that a
hearing on this matter be held on April 29, 2008, a date that had
previously been held on the court's calendar.  There can be no
assurance that the company will be able to obtain financing on the
terms proposed in the amended and restated DIP credit facility, or
at all.
   
The Troubled Company Reporter reported on April 9, 2008 that
Interstate Bakeries Corp. and its debtor-affiliates disclosed in a
regulatory filing with the Securities and Exchange Commission that
they entered into a Fifth Amendment to the Amended and Restated
Revolving Credit DIP Agreement on April 2, 2008.

                   About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.


INTERSTATE BAKERIES: Wants Confirmation Hearing Adjourned Sine Die
------------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates have
asked the U.S. Bankruptcy Court for the Western District of
Missouri to continue the hearing to consider confirmation of their
plan of reorganization, currently scheduled for April 23, 2008, to
a date yet to be determined.

The company said that additional time is necessary for it to
continue its ongoing discussions with multiple parties regarding
modifications to its plan of reorganization, and related exit
financing, that would allow IBC to emerge from Chapter 11 as a
stand-alone company.

The additional time, the company explained, is also needed so it  
could continue to pursue the on-going sale process which was
initiated to sell all or portions of the company's businesses and
assets in the event that a stand-alone reorganization plan is not
achievable.  The company intends to file further pleadings with
the Bankruptcy Court regarding either of these options as
appropriate.

                   About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.


ISAAC OYEWOLE: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Isaac Abiodun Oyewole
        dba First Alliance Executive Transportation
        5330 Bacon Road
        Oakland, CA 94619

Bankruptcy Case No.: 08-41841

Chapter 11 Petition Date: April 16, 2008

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtors' Counsel: Marc Voisenat, Esq.
                   (voisenat@msn.com)
                  Law Offices of Marc Voisenat
                  1330 Broadway #1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Provident Credit Union         credit card           $10,000
P.O. Box 8007                  purchases
Redwood City, CA 94063

Capitol One                    credit card           $7,500
P.O. Box 60024                 purchases
City Of Industry
CA 91716-0024

HSBC Card Services             credit card           $2,900
P.O. Box 60102                 purchases
City Of Industry
CA 91716- 0102

Rudy Salinas                   judgment              $5,000
dba R. Brothers Concrete    

Super Shuttle                  services              $5,000
                               performed

1st United Credit Services     credit card           $4,900
                               purchases

Washington Mutual Card         credit card           $2,500
Services                       purchases

Internal Revenue               income tax            $1,758


ISCHUS SYNTHETIC: Moody's Junks 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
Ischus Synthetic ABS CDO 2006-2 Ltd.:

Class Description: $575,000,000 Class A-1LA Investor Swap

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

Class Description: $203,000,000 Class A-1LB Floating Rate Notes
Due October 2045

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

Additionally, Moody's downgraded these notes:

Class Description: $48,000,000 Class A-2L Floating Rate Notes Due
October 2045

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

Class Description: $60,000,000 Class A-3L Floating Rate Notes Due
October 2045

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

Class Description: $41,000,000 Class B-1L Floating Rate Notes Due
October 2045

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

Class Description: $11,000,000 Class B-2L Floating Rate Notes Due
October 2045

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

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

JAMES SCHOLLMEYER: Case Summary & Seven Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: James Donald Schollmeyer
        46 Hillcrest Road
        Warren, NJ 07059

Bankruptcy Case No.: 08-16365

Chapter 11 Petition Date: April 8, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: Jonathan Stone, Esq.
                  Law Office of Jonathan Stone
                  490 Schooley's Mountain Road
                  Hackettstown, NJ 07840
                  Tel: (908) 979-9919
                  Fax: (908) 979-9920
                  http://court@jonstonelaw.com

Total Assets: $1,668,992

Total Debts:  $2,037,312

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Aurora Loan Services             Primary Residence     $374,541
Bankruptcy Department            46 Hill Crest      ($1,299,000
601 5th Avenue                   Road Warren, NJ       secured)
P.O. Box 1706                    07059              ($1,124,650
Scottsbluff, NE 69363-1706                         senior lien)

Chase Manhattan Mortgage         Investment Property   $272,000
Attn: Research Department        480 Ocean Avenue - 2G($350,000
G7-PP                            Long Branch, NJ       secured)
3415 Vision Drive                07740                ($118,656
Columbus, OH 43219                                 senior lien)

Affinity Federal Credit Union    Note Loan              $40,991
73 Mountainview Boulevard Bld
Basking Ridge, NJ 07920

                                 Credit Card            $40,207

                                 Repossed Automobile    $13,478

                                 Unsecured Loan          $6,394

Citi Financial Mortgage          Unsecured              $13,305

                                 Credit Card Purchases   $5,100

American General Financial       Primary Residence      $11,946
Services                         46 Hill Crest Road ($1,299,000
                                 Warren, NJ 07059      secured)
                                                    ($1,499,191
                                                   senior lien)

Wells Fargo Financial Bank       Credit Card Purchases   $6,859

Sears Premier Card               Credit Card Purchases   $3,388


JPMORGAN ALTERNATIVE: S&P Cuts Rating to CCC on Class C-B-5 Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of mortgage pass-through certificates from JPMorgan
Alternative Loan Trust 2005-A2.  At the same time, S&P affirmed
its ratings on the remaining 19 classes from this transaction.
     
The lowered ratings reflect a steady increase in the dollar amount
of loans in the transaction's delinquency pipeline over the past
six months.  The high levels of total and severe delinquencies in
this transaction indicate that losses will continue to increase
and further erode available credit support.  Severe delinquencies
in loan group 1 from series 2005-A2 have risen by 94% over the
past six remittance periods to $16.206 million, while severe
delinquencies in loan group 2 have increased 125% to $12.071
million during the same period.
     
As of the March 2008 remittance period, cumulative losses were
0.02% of the original principal balance for loan group 1 and 0.01%
for loan group 2.  Total delinquencies were 18.88% and 9.39% of
the current principal balances for loan groups 1 and 2,
respectively, while severe delinquencies were 10.36% and 5.60%.
     
The lowered ratings are in line with the projected credit
enhancement amounts following the liquidation of many of the loans
currently in the transaction's delinquency pipeline.  S&P's
expected losses also factor in the default of loans that are now
current but may default in the future.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.  The initial credit enhancement
percentages meet or exceed the amount required for the affirmed
ratings.

A combination of subordination, excess spread, and
overcollateralization provide credit support for this transaction.  
The underlying collateral for the deal consists primarily of
adjustable-rate, conventional mortgage loans secured by first
liens on one- to four-family residential properties.

                          Ratings Lowered

              JPMorgan Alternative Loan Trust 2005-A2
                 Mortgage pass-through certificates

                                        Rating
                                        ------
              Class               To             From
              -----               --             ----
              C-B-3               BBB            A-
              C-B-4               B              BB
              C-B-5               CCC            B

                           Ratings Affirmed

              JPMorgan Alternative Loan Trust 2005-A2
                 Mortgage pass-through certificates

                     Class               Rating
                     -----               ------
                     1-A-1               AAA
                     1-A-2               AAA
                     2-A-1               AAA
                     2-A-2               AAA
                     3-A-1               AAA
                     3-A-2               AAA
                     3-A-3               AAA
                     3-A-4               AAA
                     4-A-1               AAA
                     4-A-2               AAA
                     5-A-1               AAA
                     5-A-2               AAA
                     A-R                 AAA
                     C-B-1               AA+
                     C-B-2               AA-
                     1-M-1               AA+
                     1-M-2               AA
                     1-B-1               A
                     1-B-2               BBB


KMART CORP: BofA Won't Extend L/C Facility on Existing Terms
------------------------------------------------------------
Sears Holdings Corporation received on April 14, 2008, a notice
from Bank of America, N.A., as Issuing Bank under a Letter of
Credit Agreement dated as of August 13, 2004, as amended, that it
would not agree to renew the LC Agreement under its existing
terms.

Sears Holdings and its affiliates Sears Roebuck Acceptance Corp.,
Sears, Roebuck and Co., and Kmart Corporation are parties to the
LC Agreement.

The current term of the LC Agreement, which is a 364-day secured
facility with a commitment amount of up to $1.0 billion, is
scheduled to end in July 2008.  At April 18, 2008, only $1.6
million in letters of credit were outstanding under the LC
Agreement, which provides solely for the issuance of letters of
credit and does not provide for direct borrowings.

Sears Holdings, in a regulatory filing with the Securities and
Exchange Commission, said substantially all of the company's
outstanding letters of credit are issued under its $4.0 billion,
five-year revolving credit facility, which expiring March 2010.  
The $4.0 billion facility has a $1.5 billion letter of credit
sublimit.

According to Sears Holdings, it maintained the BofA LC Agreement
as a facility to enable the company to cost-effectively issue
letters of credit when surplus cash is available to collateralize
the letters of credit.  As it is now using the $4.0 billion
revolver for substantially all its letter of credit needs, the
termination of the LC Agreement is not expected to have any effect
on Sears Holdings' liquidity.

Sears Holdings clarified that no early termination penalties or
fees would be incurred if the LC Agreement were to terminate at
the end of the current term.  The company is evaluating whether or
not it will replace the LC Agreement at this time.

                 About Sears Holdings Corporation

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- parent of Kmart  
Holding Corp. and Sears, Roebuck and Co., is a broadline retailer
with 2,317 full-line and 1,150 specialty retail stores in the
United States operating through Kmart and Sears and 380 full-line
and specialty retail stores in Canada operating through Sears
Canada Inc., a 70%-owned subsidiary.  Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including such well-known labels as Lands' End, Jaclyn
Smith and Joe Boxer, as well as the Apostrophe and Covington
brands.  It also has Martha Stewart Everyday products, which are
offered exclusively in the U.S. by Kmart and in Canada by Sears
Canada.

Kmart Corporation is a predecessor operating company of Kmart
Holding.  In January 2002, Kmart Corp. and 37 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the federal bankruptcy laws.  The Debtors emerged
from bankruptcy on May 6, 2003, pursuant to the terms of an
Amended Joint Plan of Reorganization.

Kmart completed its merger with Sears Roebuck on March 24, 2005.

                          *     *     *

Moody's Investor Service placed Sears Holdings Corporation's
probability of default rating at 'Ba1' in September 2006.  The
rating still hold to date with a stable outlook.


KRISPY KREME: Posts Fourth Quarter Net Loss of $31.8 Million
------------------------------------------------------------
Krispy Kreme Doughnuts Inc. released on Thursday financial results
for the fourth quarter and fiscal year ended Feb. 3, 2008.  

The company's fiscal year ends on the Sunday closest to
January 31, which periodically results in a 53-week year.  The
fourth quarter and fiscal year ended Feb. 3, 2008, contained 14
weeks and 53 weeks, respectively, compared to the fourth quarter
and fiscal year ended Jan. 28, 2007, which contained 13 weeks and
52 weeks, respectively.

The net loss for the fourth quarter was $31.8 million, compared to
a net loss of $24.4 million in the fourth quarter last year.  The
fourth quarters of fiscal 2008 and 2007 reflect impairment charges
and lease termination costs of approximately $27.6 million and
$6.0 million, respectively, most of which are non-cash and relate
to the Company Stores segment.

In addition, results for the fourth quarter of fiscal 2008 include
a charge of $3.0 million for estimated payments under the
company's guarantees of a portion of certain debt and leases of a
franchisee in which it owns an interest.  Results for the fourth
quarter last year reflect charges of approximately $17.3 million
related to the settlement of litigation.

Fourth quarter systemwide sales (excluding the 14th week in the
fourth quarter of fiscal 2008) increased 2.3% from the fourth
quarter of last year.  The growth in systemwide sales in the
quarter was entirely attributable to growth in sales by
international franchisees; the domestic component of systemwide
sales fell in the fourth quarter compared to the fourth quarter
last year, principally due to store closures.  For the year,
systemwide sales (measured on a 52-week basis) decreased 0.9%
compared to fiscal 2007.

During the fourth quarter of fiscal 2008, 32 new Krispy Kreme
stores, comprised of 13 factory stores and 19 satellites, were
opened systemwide, and 6 stores, comprised of 5 factory stores and
1 satellite, were closed systemwide.  This brings the total number
of stores systemwide at the end of fiscal 2008 to 449, consisting
of 295 factory stores and 154 satellites.  Approximately 75% of
these stores are operated by franchisees, and almost half are
located outside the United States.

Revenues for the fourth quarter decreased to $110.9 million from
$112.2 million in the fourth quarter last year.  Excluding
revenues for the 14th week, revenues for the fourth quarter of
fiscal 2008 decreased 8.2% to $102.9 million.  The decline in
revenues reflects an 11.1% decrease in Company Stores revenues to
$70.4 million and a 5.2% decrease in KK Supply Chain revenues to
$25.8 million, partially offset by a 17.0% increase in Franchise
revenues to $6.7 million.

                       Fiscal 2008 Results

For fiscal 2008, revenues decreased to $429.3 million from
$461.2 million in fiscal 2007.  Excluding revenues for the 53rd
week, revenues for fiscal 2008 decreased 8.6% to $421.3 million.
The decline in revenues reflects an 8.4% decrease in Company
Stores revenues to $298.9 million and a 12.3% decrease in KK
Supply Chain revenues $99.9 million, partially offset by a 6.8%
increase in Franchise revenues to $22.5 million.

The net loss for fiscal 2008 was $67.1 million, compared with a
net loss of $42.2 million, in fiscal 2007.  Impairment charges and
lease termination costs were $62.1 million and $12.5 million in
fiscal 2008 and 2007, respectively.  Of the total charges and
costs in fiscal 2008 and 2007, most of which were non-cash,
$56.0 and $9.4 million, respectively, relate to the long-lived
assets and $4.6 million and $1.1 million, respectively, relate to
goodwill, in each case associated principally with the Company
Stores segment.

In addition, fiscal 2008 results reflect an impairment charge of
approximately $10.4 million related to the company's manufacturing
and distribution facility in Effingham, Illinois, which the
company divested during the year, a charge of $3.0 million for
estimated payments under the company's guarantees of a portion of
certain debt and leases of a franchisee in which it owns an
interest, and a charge of $9.6 million resulting from the
refinancing of indebtedness.  

Fiscal 2008 results include a non-cash credit of $14.9 million and
fiscal 2007 results included a non-cash charge of $16.0 million
related to changes in the value of common stock and warrants
issued in March 2007 in connection with the settlement of
litigation.

In addition to announcing financial results, the company also
announced that it had remediated all of the material weaknesses in
its internal control over financial reporting identified as of
Jan. 28, 2007, and maintained effective internal control over
financial reporting as of Feb. 3, 2008.

As of Feb. 3, 2008, the company's consolidated balance sheet
reflects cash and indebtedness of approximately $25 million and
$77 million, respectively.  During fiscal 2008, the company
prepaid approximately $32.8 million of the principal balance of
the $110 million term loan entered into in February 2007.
Subsequent to year end, the company and its lenders executed
amendments to the company's secured credit facilities which, among
other things, relax certain financial covenants contained therein.

Those covenants previously were scheduled to become more stringent
during fiscal 2009.  The amendments also provide that the interest
rate on the loans outstanding under the facilities will increase
from LIBOR plus 3.50% to LIBOR plus 5.50%, with a minimum LIBOR
rate of 3.25%, and fees on letters of credit outstanding under the
facilities will increase from 3.75% to 5.75%.  

As of Feb. 3, 2008, the outstanding loan balance was $76.1 million
and outstanding letters of credit were $20.3 million.  There were
no amounts drawn under the revolving facility, which was reduced
from $50 million to $30 million.

"Although it's clear from our fourth quarter and year-end results
that we have more work to do in order to produce the financial
results we believe are possible, there were some successes in
fiscal 2008," said Jim Morgan, chairman, president and chief
executive officer.  

"Our international expansion continues to be a source of exciting
growth, we are seeing encouraging initial results from company
factory stores that have been converted to satellite hot shops as
part of our hub and spoke strategy, and Krispy Kreme's entire menu
now is zero grams trans fat per serving.  In addition, we
remediated all material weaknesses in our internal control over
financial reporting."

Morgan added, "Beyond the challenges we still face, we believe
there are a multitude of opportunities, and we are committed to
providing corporate performance that is in keeping with the iconic
brand we represent."

Many factors could adversely affect the company's business. In
particular, the company is vulnerable to further increases in the
cost of raw materials, which could adversely affect the company's
operating results and cash flows.  In addition, several
franchisees have been experiencing financial pressures which, in
certain instances, became more exacerbated during fiscal 2008.

The company has guaranteed certain obligations of franchisees in
which it has an equity interest, and has recorded charges
aggregating $3.4 million in fiscal 2007 and 2008 for estimated
payments under such guarantees; these guarantees could result in
additional charges in future periods.  

Franchisees opened 88 stores and closed 26 stores in fiscal 2008.  
Franchisees have contractual commitments to open over 170
additional stores after fiscal 2008; however, the company believes
franchisees also will close additional stores in the future, and
the number of such closures may be significant.  

Royalty revenues and most of KK Supply Chain revenues are directly
correlated to sales by franchise stores and, accordingly,
franchise store closures have an adverse effect on the company's
revenues, results of operations and cash flows.

                          Balance Sheet

At Feb. 3, 2008, the company's consolidated balance sheet showed
$202.35 million in total assets, $145.73 million in total
liabilities, and $56.62 million in total stockholderss' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Feb. 3, 2008, are available for free
at http://researcharchives.com/t/s?2ac7

                        About Krispy Kreme

Headquartered in Winston-Salem, North Carolina, Krispy Kreme
Doughnuts Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/--
is a retailer and wholesaler of doughnuts.  The company's
principal business, which began in 1937, is owning and franchising
Krispy Kreme doughnut stores where over 20 varieties of doughnuts
are made, sold and distributed and where a broad array of coffees
and other beverages are offered.

As of Feb. 3, 2008, there were 449 Krispy Kreme stores operated
systemwide in 37 U.S. states and in the District of Columbia,
Australia, Canada, Hong Kong, Indonesia, Japan, Kuwait, Mexico,
the Philippines, Qatar, Saudi Arabia, South Korea, the United Arab
Emirates and the United Kingdom, of which 105 were owned by the
company and 344 were owned by franchisees.  Of the 449 total
stores, there were 295 factory stores and 154 satellites.  Of the
Krispy Kreme factory stores and satellites in operation at Feb. 3,
2008, 210 and 35, respectively, were located in the United States.

                          *     *     *

Standard & Poor's placed Krispy Kreme Doughnuts Inc.'s long term
foreign and local issuer credit ratings at 'B-' in September 2007.  
The ratings still hold to date with a negative outlook.


LASALLE COMMERCIAL: S&P Junks Ratings on Two Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from
LaSalle Commercial Mortgage Securities Inc.'s series 2005-MF1.   
Concurrently, S&P affirmed its ratings on eight other classes
from the same transaction.
     
The lowered ratings reflect the unfavorable performance of the
collateral in the pool and the anticipated credit support erosion
upon the eventual resolution of the specially serviced assets.
     
The affirmed ratings reflect credit enhancement that provides
adequate support through various stress scenarios.
     
As of the March 20, 2008, remittance report, 11 assets were with
the special servicer, Capmark Finance Inc.  Two of the assets
(0.31%) are current but are in their grace periods.  The remaining
assets are categorized as: one (0.12%) is 60 days delinquent; two
(0.28%) are 90-plus-days delinquent; five (1.48%) are categorized
as foreclosures; and one (0.33%) is listed as real estate owned.  
Appraisal reduction amounts totaling $1,617,772 are in effect
against three of the specially serviced assets.
     
As of the March 20, 2008, remittance report, the collateral pool
consisted of 298 loans with an aggregate principal balance of
$327.2 million, compared with 338 loans with a balance of
$387.3 million at issuance.  The master servicer, also Capmark,
reported full-year 2006 and 2007 and interim-2007 financial
information for 95% of the pool.  Using this information, Standard
& Poor's calculated a weighted average debt service coverage of
1.13x, down from 1.42x at issuance.  By balance, 99% of the loans
have interest-rate reset periods: 17% reset in 2008, 40% reset in
2010, 11% reset in 2012, and the remaining 31% reset thereafter.  
On the first reset date, the interest rate will be reset to six-
month LIBOR plus a margin of 2.50%.  No loan will be subject to an
interest rate increase exceeding 6% over the course of its life.
     
The top 10 loans have an aggregate outstanding balance of
$34.6 million (10.6%) and a weighted average DSC of 1.21x, down
from 1.42x at issuance.  Three of the top 10 loans appear on the
watchlist, including the fourth-largest loan, which was
transferred to the special servicer after the March 2008
remittance date.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 loans, and all were characterized as "good" except for
one, which was characterized as "fair."
     
The master servicer reported 126 loans on its March 14, 2008,
watchlist.  The fourth-largest exposure, 2433 W. Campbell Avenue,
is secured by a 76-unit multifamily property in Phoenix, Arizona.   
The loan was put on the watchlist because it was 30 days
delinquent, and it was subsequently transferred to the special
servicer on March 27, 2008, due to payment default.  The eighth-
and 10th-largest exposures are on the watchlist due to a decrease
in DSC.  The remaining loans on the watchlist had declines in DSC,
delinquent payments, or poor conditions noted in inspection
reports.     
     
The pool exhibits geographic concentration in Texas (19.3%) and
Washington (11%).  No other states have concentrations greater
than 10% of the pool.  The pool contains three types of
collateral: multifamily (93.8%), manufactured housing (5.1%), and
mixed-use (1.1%) assets.
     
Standard & Poor's stressed loans with credit issues as part of its
pool analysis.  The resultant credit enhancement levels support
the lowered and affirmed ratings.

                          Ratings Lowered
   
            LaSalle Commercial Mortgage Securities Inc.
   Commercial mortgage pass-through certificates series 2005-MF1

              Rating
              ------

            Class   To      From     Credit enhancement
            -----   --      ----      ----------------
            H       BB-     BB             3.38%
            J       B       BB-            2.79%  
            K       B-      B+             2.49%
            L       CCC+    B              1.90%
            M       CCC-    B-             1.60%  
    
                         Ratings Affirmed
    
            LaSalle Commercial Mortgage Securities Inc.
   Commercial mortgage pass-through certificates series 2005-MF1

                Class   Rating   Credit enhancement
                -----   ------    ----------------
                A       AAA            14.63%
                B       AA             12.41%
                C       A               9.30%
                D       BBB+            7.23%
                E       BBB             6.34%
                F       BBB-            5.45%
                G       BB+             3.97%
                X       AAA              N/A

   
                      N/A  -- Not applicable.


LB-UBS COMMERCIAL: S&P Affirms Ratings on 20 Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 20
classes of commercial mortgage pass-through certificates from
LB-UBS Commercial Mortgage Trust 2001-C7.

The affirmations reflect subordination levels that provide
adequate credit enhancement for the current ratings.
     
As of the March 17, 2008, remittance report, the collateral pool
consisted of 101 loans with an aggregate trust balance of
$954 million, compared with 114 loans with a $1.21 billion balance
at issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 99% of the pool, excluding defeased
loans.  Ninety-six percent of the servicer-reported information
was full-year 2006 data, and partial or full-year 2007 data.  
Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.82x, up from 1.50x at issuance.  
Loans for 48% of the pool have been defeased, including the UBS
Warburg Buildings loan (26%).  All of the loans in the pool are
current and no loans are with the special servicer.  To date, the
trust has experienced two losses totaling $7.0 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $304 million (32%) and a weighted average
DSC of 2.05x, compared with 1.53x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans, and all were
characterized as "good."
     
Credit characteristics for the largest loan in the pool, Fashion
Centre at Pentagon City, and the second-largest loan, Connell
Corporate Center I, are consistent with those of investment-grade
obligations. Details are:

     -- The Fashion Centre at Pentagon City loan has a trust and
        whole-loan balance of $153.9 million (16%).  The loan is
        secured by 348,915 sq. ft. of a 821,644-sq.-ft. regional
        mall in Arlington, Virginia.  Built in 1989, the property
        is part of a larger commercial complex consisting of the
        mall, a class A office building, and a 366-room Ritz-
        Carlton hotel. Wachovia reported a DSC of 2.85x and
        occupancy of 97.6% for the nine months ended Sept. 30,
        2007.

     -- The Connell Corporate Center I loan has a trust balance of
        $29.7 million with a 10-year fully amortizing structure.  
        The loan is secured by a 415,372-sq.-ft. class A office
        building within a 170-acre office park in Berkley Heights,
        New Jersey.  The property was constructed in 2000.  
        Wachovia reported a DSC of 1.32x and occupancy of 100% at
        year-end 2006.

Wachovia reported a watchlist of 22 loans with an aggregate
outstanding balance of $68 million (7%).  The largest loan on the
watchlist is 300 Park Office Building ($8.9 million, 1%).  The
loan is secured by a 54,258-sq.-ft. office property in Birmingham,
Michigan.  The loan appears on the watchlist due to
low DSC of 1.12x as of Sept 30, 2007.  2007 year-end financial
information for this property showed an improved DSC of 1.18x and
occupancy of 89%.  Wachovia will remove this loan from the
watchlist, which will be reflected in the April 2008 remittance
report.
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the affirmed ratings.

                         Ratings Affirmed
    
              LB-UBS Commercial Mortgage Trust 2001-C7
       Commercial mortgage pass-through certificates series
   
                Class   Rating   Credit enhancement
                -----   ------    ----------------
                A-2     AAA            22.34%
                A-3     AAA            22.34%
                A-4     AAA            22.34%
                A-5     AAA            22.34%
                B       AAA            17.11%
                C       AAA            15.37%
                D       AA+            11.25%
                E       AA              9.98%
                F       AA-             8.71%
                G       A               7.44%
                H       A-              6.33%
                J       BBB+            5.22%
                K       BBB-            3.64%
                L       BB+             3.00%
                M       BB              2.21%
                N       BB-             1.73%
                P       B+              1.42%
                Q       B               1.10%
                X-CL    AAA              N/A
                X-CP    AAA              N/A
   

                      N/A  -- Not applicable.


LINENS 'N THINGS: Hires Financo Inc. to Help in Evaluating Options
------------------------------------------------------------------
Linens 'n Things Inc. aka Linens Holding Company hired Financo
Inc. as special advisor to aid the company in seeking alternatives
aside from bankruptcy filing, Home Textiles Today reports.

"We are committed to exploring all reasonable avenues in our
effort to strengthen the company and to adopt a financial solution
that recognizes the inherent value of the Linens 'n Things'
business," Robert J. DiNicola, chairman and chief executive
officer, said.  "Accordingly, we are expanding our highly capable
financial advisory team with the addition of Financo."

According to HTT, citing Gilbert Harrison, chairman of Financo,
Linens 'n Things must retain the Canadian stores and most of its
U.S. store base, and wind down those stores that are obviously
non-performing.  LNT has started to shop its 40 Canadian units,
HTT states citing The New York Post.

LNT has also employed Conway Del Genio Gries & Co. LLC as
financial advisor.

                       About Linen N' Things

The Clifton, New Jersey-based Company is the second largest
specialty retailer of home textiles, housewares and home
accessories in North America operating 589 stores in 47 U.S.
states and seven Canadian provinces as of December 29, 2007.  The
Company is a destination retailer, offering one of the broadest
and deepest selections of high quality brand-name as well as
private label home furnishings merchandise in the industry.

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Moody's Investors Service downgraded Linens 'N Things Inc.'s
ratings, probability of default rating to Ca, and continued the
review for further possible downgrade.  Moody's also affirmed
Linens' speculative grade liquidity rating at SGL-4.

Standard & Poor's Ratings Services lowered its ratings on Linens
'n Things Inc., including its corporate credit rating, to 'D' from
'CCC+'.  The downgrade follows Linens' disclosure that it has
deferred its April 15, 2008, quarterly interest payment on its
senior secured floating-rate notes due 2014.


MANCHESTER INC: Files Chapter 11 Plan and Disclosure Statement
--------------------------------------------------------------
Manchester Inc. and its debtor-affiliates delivered a Joint
Chapter 11 Plan of Reorganization dated April 16, 2008 and Joint
Disclosure Statement explaining that plan to the United States
Bankruptcy Court for the  Northern District of Texas, Dallas
Division.

                         Plan Overview

Under the Plan, the Debtors and a trustee will complete a
litigation trust agreement and set up a litigation trust on the
effective date.  On that date, the Debtor is expected to return
any remaining cash to the litigation trust while the senior lender
is also expected to remit the Plan cash and seed cash to the
litigation trust.

All causes of action -- other than causes of action arising
in the ordinary course of the Debtors' business in regard to
the enforcement and collection of automobile loans -- will be
transferred to the litigation trust immediately.  The proceeds of
the litigation trust will be used to pay all allowed claims as
provided in the Plan.

On the effective date, all parent common stock interests will be
terminated and canceled.  The Debtor, then, will issue new common
stock to holders of senior lender secured claims pursuant to
the Plan.

All property of the estates -- including any property acquired by
the Debtors during the Chapter 11 cases -- will revest in the
respective reorganized Debtors.

                      Liquidation Analysis

In a Chapter 7 liquidation, the Debtors estimate a $35,018,628
gross recovery with trustees and liquidation expenses of at least
$1,300,000 and payment of priority sales tax claims from accounts
receivable collections of $3,738,000, for a net recovery of only
$29,978,557 to the estates.  The net recovery is sufficient to
satisfy even the senior lender secured claims.

                 Treatment of Claims and Interests

                                         Estimated    Estimated
  Type of Claims             Treatment   Amount       Recovery
  --------------             ----------  -----------  ---------
  Administrative Claims      unimpaired  $0           100%

  Priority Tax Claims        unimpaired  $200,000     100%

  Priority Non-Tax Claims    unimpaired  $3,738,000   100%

  M&I Secured Bank Claims    unimpaired  $423,000     100%

  Other Secured Claims       unimpaired  $0           100%

  Administrative impaired    impaired    $1,455,487   100%
  Convenience Claims                     

  Allowed Senior Lender      impaired    --           100%
  Secured Claims           

  General Unsecured Claims   impaired    $21,928,497  5.4%

  Lancelot Claims            impaired    $2,841,000   5.4%

  Intercompany Claims        impaired    $0           0%

  Senior Lender Unsecured    impaired    $0           0%
  Claims                   

  Parent Common Stock        impaired    --           none
  Interests                

  Subsidiary Equity          unimpaired  --           retention
  Interests                                           of interests

A full-text copy of the Joint Disclosure Statement and Joint
Chapter 11 Plan of Reorganization is available for free at:

               http://ResearchArchives.com/t/s?2acd

Based in Dallas, Texas, Manchester Inc. (OTCBB: MNCS) --
http://www.manchesterinc.net/-- is in the Buy-Here/Pay-Here   
auto business.  Buy-Here/Pay-Here dealerships sell and finance
used cars to individuals with limited credit histories or past
credit problems, generally financing sales contacts ranging from
24 to 48 months.  It operates six automotive sales lots, which
focus on the Buy-Here/Pay-Here segment of the used car market.

The company and its seven affiliates filed for chapter 11
protection on Feb. 7, 2008 (Bankr. N.D. Tex. Case No.08-30703).  
Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  Eric A. Liepins, Esq., is the Debtors'
local counsel.  The U.S. Trustee for Region 6 appointed creditors
to serve on an Official Committee of Unsecured Creditors in these
cases.  Powell Goldstein LLP represents the Committee as counsel.  
As of the Debtors' bankruptcy filing, it listed total assets of
$131,582,157 and total debts of $123,881,668.


MASTR TRUSTS: 212 Tranches Get Moody's Rating Cuts on Delinquency
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 212 tranches
from 22 subprime RMBS transactions issued by MABS.  46 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 are a result of Moody's on-going surveillance process.

Complete rating actions are:

MASTR Asset Backed Securities Trust 2005-HE2

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

  -- Cl. M-6, Downgraded to Ba1 from A3

  -- Cl. M-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-9, Downgraded to Caa3 from B1

MASTR Asset Backed Securities Trust 2005-NC2

  -- Cl. M-1, Downgraded to Aa3 from Aa1

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

  -- Cl. M-3, Downgraded to Ba3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- 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 A3

  -- Cl. M-7, Downgraded to Caa3 from Baa3

  -- Cl. M-8, Downgraded to Ca from Ba2

  -- Cl. M-9, Downgraded to Ca from B1

MASTR Asset Backed Securities Trust 2005-WF1

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

  -- Cl. M-6, Downgraded to Baa3 from A3

  -- Cl. M-7, Downgraded to Ba3 from Baa1

  -- Cl. M-8, Downgraded to B1 from Baa2

  -- Cl. M-9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

MASTR Asset Backed Securities Trust 2006-AM1

  -- Cl. M-4, Downgraded to Baa1 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 Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa3

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

  -- Cl. M-10, Downgraded to Caa3 from B1

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

MASTR Asset Backed Securities Trust 2006-AM2

  -- Cl. M-1, Downgraded to A1 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 B3

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

MASTR Asset Backed Securities Trust 2006-AM3

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

  -- Cl. M-2, Downgraded to Ba3 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 Ba1

  -- Cl. M-7, Downgraded to Caa2 from B1

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

  -- Cl. M-9, Downgraded to Ca from Caa1

  -- Cl. M-10, Downgraded to Ca from Caa1

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

MASTR Asset Backed Securities Trust 2006-FRE1

  -- Cl. M-1, Downgraded to A3 from Aa1
  -- Cl. M-2, Downgraded to B3 from Aa2
  -- Cl. M-3, Downgraded to Caa1 from Aa3
  -- Cl. M-4, Downgraded to Caa2 from A3
  -- Cl. M-5, Downgraded to Caa3 from Baa2
  -- Cl. M-6, Downgraded to Ca from Ba2
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Ca

MASTR Asset Backed Securities Trust 2006-FRE2

  -- Cl. M-1, Downgraded to Baa3 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 Baa2

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

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

MASTR Asset Backed Securities Trust 2006-HE1

  -- Cl. M-3, Downgraded to A1 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 Caa1 from Baa1

  -- Cl. M-7, Downgraded to Caa2 from Ba1

  -- Cl. M-8, Downgraded to Caa3 from Ba3

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

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

MASTR Asset Backed Securities Trust 2006-HE2

  -- Cl. A-4, Downgraded to Aa2 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 B3

  -- Cl. M-7, Downgraded to C from Ca

  -- Cl. M-8, Downgraded to C from Ca

MASTR Asset Backed Securities Trust 2006-HE3

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

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

  -- Cl. A-3, Downgraded to Baa2 from Aaa

  -- Cl. A-4, Downgraded to Baa3 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 B1

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

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

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

  -- Cl. M-8, Downgraded to C from Ca

MASTR Asset Backed Securities Trust 2006-HE4

  -- Cl. A-3, Downgraded to Aa2 from Aaa

  -- Cl. A-4, Downgraded to A1 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 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 Caa1

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

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

MASTR Asset Backed Securities Trust 2006-HE5

  -- Cl. A-3, Downgraded to Aa1 from Aaa

  -- Cl. A-4, Downgraded to Aa3 from Aaa

  -- Cl. M-1, Downgraded to Ba1 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 Ba1

  -- Cl. M-6, Downgraded to Caa2 from Ba3

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

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

  -- Cl. M-9, Downgraded to Ca from Caa1

  -- Cl. M-10, Downgraded to C from Caa2

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

MASTR Asset Backed Securities Trust 2006-NC1

  -- Cl. M-3, Downgraded to A2 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 Baa3

  -- Cl. M-8, Downgraded to Caa2 from Ba1

  -- Cl. M-9, Downgraded to Caa3 from B1

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

MASTR Asset Backed Securities Trust 2006-NC2

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

  -- Cl. A-4, Downgraded to Aa2 from Aaa

  -- Cl. A-5, Downgraded to A1 from Aaa

  -- Cl. M-1, Downgraded to Ba1 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 B3 from Aa3; Placed Under Review for
     further Possible Downgrade

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

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

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

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

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

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

MASTR Asset Backed Securities Trust 2006-NC3

  -- Cl. A-5, Downgraded to Aa2 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 B3 from Aa3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-6, Downgraded to Caa2 from Ba3

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

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

  -- Cl. M-9, Downgraded to Ca from Caa1

  -- Cl. M-10, Downgraded to C from Caa2

MASTR Asset Backed Securities Trust 2006-WMC1

  -- Cl. M-2, Downgraded to Baa2 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 Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa2

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

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

  -- Cl. M-9, Downgraded to C from Ca

MASTR Asset Backed Securities Trust 2006-WMC2

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

  -- Cl. A-4, Downgraded to Baa3 from Aaa

  -- Cl. A-5, 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 Ba1

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

  -- Cl. M-6, Downgraded to C from B3

  -- Cl. M-7, Downgraded to C from Ca

MASTR Asset Backed Securities Trust 2006-WMC3

  -- Cl. A-1, Downgraded to Baa2 from Aaa

  -- Cl. A-3, Downgraded to Aa2 from Aaa

  -- Cl. A-4, Downgraded to Baa1 from Aaa

  -- Cl. A-5, Downgraded to Baa2 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 Ba1

  -- Cl. M-5, Downgraded to Caa3 from B2

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

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

MASTR Asset Backed Securities Trust 2006-WMC4

  -- Cl. A-1, Downgraded to A3 from Aaa

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

  -- Cl. A-3, Downgraded to Aa1 from Aaa

  -- Cl. A-4, Downgraded to Aa2 from Aaa

  -- Cl. A-5, Downgraded to Baa2 from Aaa

  -- Cl. A-6, Downgraded to Baa3 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

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

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

  -- Cl. M-8, Downgraded to C from Ca

  -- Cl. M-9, Downgraded to C from Ca

MASTR Asset Backed Securities Trust 2007-HE1

  -- Cl. M-2, Downgraded to Baa2 from Aa2

  -- Cl. M-3, Downgraded to Ba1 from Aa2

  -- Cl. M-4, Downgraded to Ba3 from Aa3

  -- Cl. M-5, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- 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 Ba1

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

  -- Cl. M-10, Downgraded to Caa3 from B3

MASTR Asset Backed Securities Trust 2007-WMC1

  -- Cl. A-1, Downgraded to B1 from Aaa
  -- Cl. A-2, Downgraded to A1 from Aaa
  -- Cl. A-3, Downgraded to Ba3 from Aaa
  -- Cl. A-4, Downgraded to B1 from Aaa
  -- Cl. A-5, Downgraded to B2 from Aaa
  -- Cl. M-1, Downgraded to Caa2 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 Caa2
  -- Cl. M-5, Downgraded to C from Caa3
  -- Cl. M-6, Downgraded to C from Ca


MERIT LANCASTER: Expects to File for Chapter 7 Bankruptcy
---------------------------------------------------------
Merit Lancaster LP may file for Chapter 7 bankruptcy, Ben Adkins
of Business First reports.  

Merit Lancaster LP is owned by Merit Health Systems LLC, a
hospital-management company.

According Business First -- citing Ty Wilburn, Merit Health
Systems chairman, president and CEO -- the company has not filed
for bankruptcy but expects to do so in the near future.

With the shut down of the company's Medical Center at Lancaster, a
90-bed, acute-care hospital in Lancaster, Texas, near Dallas, in
February, a liquidation is possible, BF relates.

BF, citing Mr. Wilburn, relates that the hospital was in
substantial financial trouble when it was acquired by Merit Health
Systems in October 2004.

Headquartered in Louisville, Kentucky, Merit Health Systems LLC --
http://www.merithealth.com/-- is a private hospital management  
company which acquires, owns and operates urban community
hospitals.  Merit was founded specifically to address the
significant and growing needs of community hospitals in larger
urban markets.


MERRILL LYNCH: Posts $1.9 Bil. 1Q Net Loss; To Lay Off 4,000 Staff
------------------------------------------------------------------
Merrill Lynch & Co. Inc. reported a net loss from continuing
operations for the first quarter of 2008 of $1.97 billion, or
$2.20 per diluted share, compared to net earnings from continuing
operations of $2.03 billion, or $2.12 per diluted share for the
first quarter of 2007.  Merrill Lynch's net loss for the first
quarter of 2008 was $1.96 billion, or $2.19 per diluted share,
compared to net earnings of $2.16 billion, or $2.26 per diluted
share for the year-ago quarter.

                     $1.5 Billion Write-Down

According to Merrill Lynch, in this challenging market
environment, which continued to deteriorate during the quarter,
first quarter 2008 net revenues were $2.9 billion, down 69% from
the prior-year period, primarily due to net write-downs totaling
$1.5 billion related to U.S.  ABS CDOs and credit valuation
adjustments of negative $3.0 billion related to hedges with
financial guarantors, most of which related to U.S. super senior
ABS CDOs.

To a lesser extent, net revenues were also impacted by net write-
downs related to leveraged finance and residential mortgage
exposures, which were offset by a net benefit of $2.1 billion due
to the impact of the widening of Merrill Lynch's credit spreads on
the carrying value of certain of the company's long-term debt
liabilities.  Excluding these write-downs, credit valuation
adjustments and the net benefit related to long-term debt
liabilities, net revenues were $7.4 billion, down 26% from the
prior-year period.

                     First Quarter Highlights

    * Record quarterly net revenues in Global Wealth Management
      with record net interest profit and strong fee-based
      revenues

    * $9 billion of net inflows of client assets into annuitized
      revenue products and $4 billion net new money, despite
      challenging market environment

    * Significant year-over-year revenue growth from the
      firm's investment in BlackRock

    * Record net revenues in Rates and Currencies, almost double
      the year-ago quarter

    * Double-digit percentage increases in net revenues from
      financing and services year-over-year, and highest revenues
      in cash equities in the Americas and EMEA since 2000 record
      levels

    * Ranked #2 Prime Broker in 2008 Global Custodian prime
      brokerage survey

    * Top 5 rankings in both global debt and equity origination,
      #1 in completed M&A in EMEA, and #3 in completed M&A in the
      Pacific Rim

    * Healthy investment banking fee pipeline, down just 5%
      overall from year-end

    * Notable strides internationally, particularly in the
      emerging markets such as Latin America, where net revenues
      increased nearly 20% from the prior-year quarter

"Despite this quarter's loss, Merrill Lynch's underlying
businesses produced solid results in a difficult market
environment," said John A. Thain, chairman and chief executive
officer.  "The firm's $82 billion excess liquidity pool has
increased from year-end levels, and we remain well-capitalized.  
In addition, our global franchise is positioned strongly for the
future, and we continue to invest in key growth areas and
regions."

               Capital and Liquidity Management

The firm's liquidity position remained strong with the holding
company's excess liquidity pool at approximately $82 billion, up
from the end of 2007.

Merrill Lynch's active management of equity capital during the
2008 first quarter included:

    * Issuance of 36.7 million shares of common stock for
      $1.8 billion in January 2008 as well as an additional
      12.5 million shares for $0.6 billion in February 2008 in
      connection with equity investments from Temasek Holdings;
      and

    * Issuance of 66,000 shares of 9% mandatory convertible
      preferred stock for an aggregate purchase price of
      $6.6 billion to long-term investors including the Korea
      Investment Corporation, Kuwait Investment Authority and
      Mizuho Corporate Bank.  These private placements reflect up
      to 126 million shares of common stock on an "if-
      converted" basis.

At the end of the first quarter, book value per share was $25.93,
down from $29.34 at the end of 2007.  Adjusting for the company's
$6.6 billion mandatory convertible preferred offering on an "if-
converted" basis, Merrill Lynch's adjusted book value per share
was $28.93 at the end of the first quarter of 2008.

                       Workforce Reduction

Compensation and benefits expenses were $4.2 billion for the first
quarter of 2008, down 14% from $4.9 billion in the first quarter
of 2007 due to a decline in compensation expense accruals
reflecting lower net revenues.

The firm intends to reduce its headcount from year-end levels by
approximately 4,000 employees, or 10% excluding FAs and investment
associates.

Headcount reductions will be targeted in GMI and support areas,
and will not impact the firm's financial advisor or investment
associate population.  Cost savings from this reduction are
expected to be approximately $800 million on an annualized basis,
including approximately $600 million for the remainder of 2008.  
As a result, the firm expects to record a restructuring charge of
approximately $350 million in the 2008 second quarter.

Merrill Lynch's full-time employees totaled 63,100 at the end of
the first quarter of 2008, a net decrease of 1,100 during the
quarter, primarily related to the discontinuation of mortgage
origination at First Franklin and the sale of ML Capital.  Future
staffing levels will be impacted by the expected headcount
reductions in the 2008 second quarter.

                       About Merrill Lynch

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth  
management, capital markets and advisory companies with offices in
40 countries and territories and total client assets of
approximately $1.6 trillion.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.


MERRILL LYNCH: S&P Lowers Ratings on Eight Note Classes
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of Merrill Lynch mortgage synthetic credit-link notes from
MLMS 2005-ACR1 Ltd., a risk-transfer securitization.  S&P also
affirmed its ratings on two other classes from this series.  
Concurrently, S&P affirmed its ratings on the bond-insured A-1 and
A-2 classes from FBR Securitization Trust 2005-1, the underlying
transaction for MLMS 2005-ACR1 Ltd.
     
The lowered ratings on MLMS 2005-ACR1 Ltd. reflect the poor
performance of the collateral backing FBR 2005-1.  Over the past
five months, losses for the underlying transaction have outpaced
excess interest, and continue to increase.  Cumulative realized
losses are up to 2.32% of the underlying transaction's original
pool balance.  As a result, overcollateralization for FBR 2005-1
has started to erode and is currently at approximately 2.1% of its
original pool balance, well below its target of 2.9%.  Severe
delinquencies (90-plus days, foreclosures, and REOs) for FBR 2005-
1 are approximately 27.5% of the current outstanding pool balance.
     
The underlying pool of loans backing FBR 2005-1 consists of fixed-
and adjustable-rate, first-lien subprime mortgage loans originated
by Accredited Home Lenders Inc.  The mortgage loans are divided
into two groups: loan group 1 consists of only mortgage loans with
principal balances that conform to Freddie Mac guidelines, and
loan group 2 consists of mortgage loans with principal balances
that may or may not conform to Freddie Mac guidelines.
     
MLMS 2005-ACR1 Ltd. is a risk transfer transaction, and its
performance is dependent on the performance of FBR 2005-1.
     
Standard & Poor's will continue to closely monitor the performance
of these transactions and take further ratings actions as
appropriate.

                          Ratings Lowered

                        MLMS 2005-ACR1 Ltd.
        Merrill Lynch mortgage synthetic credit-link notes

                                    Rating
                                    ------
                 Class        To               From
                 -----        --               ----
                 M-3          A                AA-   
                 M-4          BB               A+   
                 M-5          B                A   
                 M-6          CCC              A-   
                 B-1          CCC              BBB+   
                 B-2          CCC              BBB   
                 B-3          CCC              BBB-   
                 B-4          CC               BBB-   

                         Ratings Affirmed

                       MLMS 2005-ACR1 Ltd.
        Merrill Lynch mortgage synthetic credit-link notes

               Class                         Rating
               -----                         ------
               M-1                           AA+
               M-2                           AA

                  FBR Securitization Trust 2005-1
                       Mortgage-backed notes

                Class                         Rating
                -----                         ------
                A-1                           AAA
                A-2                           AAA


MISSOURI FLAT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Missouri Flat Self-Self Storage, LLC
        aka Gold Key Storage
        4980 Golden Foothill Pkwy.
        El Dorado Hills, CA 95762

Bankruptcy Case No.: 08-24593

Chapter 11 Petition Date: April 10, 2008

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Walter R. Dahl, Esq.
                  2304 N. St.
                  Sacramento, CA 95816-5716
                  Tel: (916) 446-8800

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
AT&T Yellow Pages              $30,674
P.O. Box 989046
West Sacramento, CA 95798-9046
Tel: 95798-9046

Southfork Management Co.       $7,500
1322 Camdon Pl.
El Dorado Hills, CA 95762

Alternative Resource           $6,025
Management
P.O. Box 417313
Sacramento, CA 95841

Tri-One Electric               $3,003

Supply Side                    $2,481

De Lage Landen                 $2,142

Casa of El Dorado              $1,750

Michele D. Stratton            $1,485

Miguel A. Garcia               $1,035

Lamar                          $1,000

Insterstate Battery System     $949

Perry-Smith, LLP               $915

Jere Fass Designs              $842

Robert D. Peterson             $701

XPS Services                   $620

J.S. West Propane Gas          $617

PG&E                           $608

Koby Pest Control              $570

Future Sight                   $546

Ned Camett Septic Service      $475


MORGAN STANLEY: Moody's Confirms Low-B Ratings on Six Classes
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 24 classes of
Morgan Stanley Capital I Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-HQ8:

  -- Class A-1, $53,928,726, affirmed at Aaa
  -- Class A-1A, $504,267,709, affirmed at Aaa
  -- Class A-2, $130,400,000, affirmed at Aaa
  -- Class A-3, $73,100,000, affirmed at Aaa
  -- Class A-AB, $149,000,000, affirmed at Aaa
  -- Class A-4, $905,453,000, affirmed at Aaa
  -- Class A-M, $273,123,000, affirmed at Aaa
  -- Class A-J, $198,014,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $17,070,000, affirmed at Aa1
  -- Class C, $40,969,000, affirmed at Aa2
  -- Class D, $34,140,000, affirmed at Aa3
  -- Class E, $13,656,000, affirmed at A1
  -- Class F, $23,898,000, affirmed at A2
  -- Class G, $27,313,000, affirmed at A3
  -- Class H, $37,554,000, affirmed at Baa1
  -- Class J, $27,313,000, affirmed at Baa2
  -- Class K, $27,312,000, affirmed at Baa3
  -- Class L, $13,656,000, affirmed at Ba1
  -- Class M, $10,242,000, affirmed at Ba2
  -- Class N, $10,242,000, affirmed at Ba3
  -- Class O, $6,828,000, affirmed at B1
  -- Class P, $6,828,000, affirmed at B2
  -- Class Q, $13,657,000, affirmed at B3

Moody's is affirming all classes due to stable pool performance.  

As of the April 14, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 3.5%
to $2.64 billion from $2.73 billion at securitization.  The
Certificates are collateralized by 269 mortgage loans.  The loans
range in size from less than 1.0% to 7.6% of the pool, with the
top 10 loans representing 29.2% of the pool.  One loan,
representing 0.1% of the pool has defeased and has been replaced
with U.S. Government securities.  The pool has not realized any
losses since securitization.  There are no loans in special
servicing at the present time.  Eight loans, representing 1.3% of
the pool, are on the master servicer's watchlist.

The master servicer's watchlist includes loans which meet certain
portfolio review guidelines established as part of the Commercial
Mortgage Securities Association monthly reporting package.  As
part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.  Not all loans on the watchlist
have significant issues.

Moody's was provided with full-year 2006 and full or partial-year
2007 operating results for 96.8% and 70.4% of the pool,
respectively.  Moody's weighted average loan to value ratio for
the conduit component is 105.1% compared to 105.2% at
securitization.

The top three conduit loans represent 15.5% of the pool.  The
largest conduit loan is the Ritz-Carlton Hotel Portfolio Loan
($200.5 million -- 7.6%), which is secured by four Ritz-Carlton
hotel properties located in New York City and Washington, District
of Columbia.  The portfolio originally included a Boston property
which paid-off in January 2007 resulting in a pay down of 125% of
its allocated loan amount.  The loan represents an 87.1%
participation interest in a $230.2 million loan.  There is also
$50.0 million of subordinate debt held outside the trust.  As of
year-end 2006, RevPAR was $337.33 compared to $326.76 at
securitization.  There is a seven year debt service guarantee
provided by Marriott International, Inc. (Moody's senior unsecured
rating of Baa2 stable outlook) up to $73.4 million.  The loan
amortizes on a 226 month schedule for its first seven years and
then converts to a 331 month schedule thereafter.  The loan has
amortized 7.5% since securitization.  Moody's LTV is 95.5%
compared to 110.4% at securitization.

The second largest conduit loan is the COPT Office Portfolio Loan
($108.5 million -- 4.1%), which is secured by ten crossed suburban
office properties, totaling 597,482 square feet located in
Columbia and Annapolis Junction, Maryland.  As of year-end 2006,
portfolio net operating income had declined 4.5% since
securitization.  The loan is interest only for its entire term.   
Moody's LTV is 115.9% compared to 110.1% at securitization.

The third largest conduit loan is the Flournoy Portfolio Loan
($97.8 million -- 3.7%), which is secured by four multifamily
properties with a total of 1,397 units located in Texas,
Tennessee, and Kansas.  As of September 2007, the portfolio
occupancy was 91.0% the same as at securitization.  The loan is
interest only for its first three years and then amortizes on a
30-year schedule.  Moody's LTV is 99.8% compared to 100.9% at
securitization.


MORGAN STANLEY: Moody's Downgrades Ratings on 35 Classes of Certs.
------------------------------------------------------------------
Moody's Investors Service downgraded 35 certificates and placed on
review for possible downgrade four classes of certificates from
four transactions issued by Morgan Stanley 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 worsening performance
of transactions backed by closed-end-second lien 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: Morgan Stanley Mortgage Loan Trust 2005-8SL

  -- Cl. M-2, Downgraded to A2 from Aa2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-4, Downgraded to B2 from A1

  -- Cl. M-5, Downgraded to Caa1 from A2

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

  -- Cl. B-1, Downgraded to Ca from Ba3

  -- Cl. B-2, Downgraded to C from B3

  -- Cl. B-3, Downgraded to C from Caa2

  -- Cl. B-4, Downgraded to C from Ca

Issuer: Morgan Stanley Mortgage Loan Trust 2006-14SL

  -- Cl. A-1, Downgraded to A3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Ba1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from A1

  -- Cl. M-3, Downgraded to Caa1 from Baa1

  -- Cl. M-4, Downgraded to Caa2 from Ba1

  -- Cl. B-1, Downgraded to Caa3 from B1

  -- Cl. B-2, Downgraded to Ca from Caa1

  -- Cl. B-3, Downgraded to C from Ca

Issuer: Morgan Stanley Mortgage Loan Trust 2007-4SL

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

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

  -- Cl. M-2, Downgraded to Ba3 from Aa1

  -- Cl. M-3, Downgraded to B3 from Aa2

  -- Cl. M-4, Downgraded to Caa1 from A1

  -- Cl. M-5, Downgraded to Caa2 from A2

  -- Cl. B-1, Downgraded to Caa3 from A3

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

  -- Cl. B-3, Downgraded to Ca from Ba3

  -- Cl. B-4, Downgraded to C from Caa2

Issuer: Morgan Stanley Mortgage Loan Trust 2007-9SL

  -- Cl. M-1, Downgraded to Ba1 from Aa3
  -- Cl. M-2, Downgraded to B1 from A2
  -- Cl. M-3, Downgraded to B3 from A3
  -- Cl. B-1, Downgraded to Caa1 from Baa1
  -- 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


MOTHERS WORK: Moody's Gives Negative Outlook; Cuts Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service revised its rating outlook for Mothers
Work, Inc. to negative from stable, and lowered the company's
probability of default rating to B3 from B2.  The B2 corporate
family rating and senior secured term loan ratings were affirmed.

The outlook change to negative reflects Moody's expectation for
continued softness in Mothers Work's revenue and profitability
stemming from the weak economic environment, unseasonably cold
weather, continued pressure from non-maternity apparel companies,
and the termination of the Sears relationship in June 2008.  The
outlook assumes that the company should continue to generate at
least break even free cash flow and maintain adequate headroom
under financial covenants over the next twelve months.  

The rating agency also noted heightened liquidity concern stemming
from Mothers Work's recent announcement that it withdrew $1
million from a trust related to certain Supplemental Executive
Retirement Agreement obligations, and used the funds to repay
outstandings under its revolving credit facility to affect
compliance with its consolidated leverage covenant at the end of
March 2008.  Given Mothers Work's currently high financial
leverage (adjusted debt EBITDA approaching 7 times), any negative
variance under operating or financial expectations could trigger a
downgrade of the ratings.

As a result of these risks, the PDR was downgraded to B3 from B2
to reflect the increased risk of default over the next twelve
months.  However, the company's recovery prospects in a
liquidation scenario are considered above-average.

The affirmation of the B2 CFR reflects the company's small scale,
its low operating margins with profitability that is well below
its peer group, and its high seasonality with most of its cash
flow from operations being generated during the fiscal third
quarter.  In addition, the rating reflects weak credit metrics,
especially in light of the more volatile operating environment.  
As of Dec. 31, 2007, EBITA to interest expense was 1.1x, and FCF
Debt was less than 1% (all ratios calculated using Moody's
standard analytic adjustments).  Supporting the rating are the
company's leading position in the maternity apparel sub-sector of
retail, broad merchandise assortment under well-recognized brand
names, and its national geographic footprint with locations in 50
states.

These ratings were affirmed:

  -- Corporate family rating at B2;

  -- Senior secured term loan at B2 (LGD3, 39%) (previously
     LGD4, 52%)

These rating was downgraded:

  -- Probability of default rating to B3 from B2;

The ratings outlook is negative.

Mothers Work Inc., with headquarters in Philadelphia,
Pennsylvania, is the largest independent retailer of maternity
apparel in the United States.  As of Dec. 31, 2007, the company
operated 1,576 retail locations, including 781 stores in 50
states, Puerto Rico and Canada under the Motherhood Maternity,
Mimi Maternity, A Pea in the Pod and Destination Maternity trade
names, in addition to its brand-specific internet web stores.  
Revenues for the LTM period ending Dec. 31, 2007 were
$576 million.


NASH FINCH: Secures $300 Million Revolving Credit Facility
----------------------------------------------------------
Nash Finch Company entered into a $300 million revolving credit
facility with various lenders including Bank of America, N.A.  
Nash Finch also used a portion of the available capacity of this
facility to pay-off all outstanding principal and interest due
under its former Senior Credit Facility, for which Deutsche Bank
Trust Company Americas served as Administrative Agent.

The new facility includes an accordion feature, which allows
Nash Finch to increase the aggregate facility size to up to
$450 million.  The loan bears interest at LIBOR plus 2.00%, and
the LIBOR margin rate can vary quarterly between 1.75% and 2.25%
depending on the level of excess borrowing availability on the
facility.  It is due and payable in full at maturity on April 11,
2013.

"The new credit facility that we have established with Bank of
America is testimony to the confidence that Bank of America and
the associated syndicate members have in our Company's long-term
vision and strategy," Alec Covington, President and Chief
Executive Officer of Nash Finch, said.  "This new facility will
aid in our desire to make wise investments toward the achievement
of our strategic plan."

Commenting on the benefits of the new credit facility, Robert
Dimond, Nash Finch Executive Vice President, Chief Financial
Officer and Treasurer said: "The new facility is greatly improved
from our former credit facility by providing the company greater
flexibility as well as reduced interest and associated expenses.  
We worked hard to restore the Company's financial performance in
fiscal 2007, and we have now positioned ourselves to implement key
initiatives for fiscal 2008 and beyond."

Headquartered Minneapolis, Minnesota, Nash Finch Company (Nasdaq:
NAFC) -- http://www.nashfinch.com/-- is an American food     
distribution company.  Nash Finch's core business, food
distribution, serves independent retailers and military
commissaries in 31 states, the District of Columbia, Europe, Cuba,
Puerto Rico, the Azores and Egypt.  The company also owns and
operates a base of retail stores, primarily supermarkets under the
Econofoods(R), Family Thrift Center(R), and Sun Mart(R) trade
names.

                           *     *     *

As reported in the Troubled Company Reporter on March 27, 2008,
Moody's Investors Service confirmed all ratings for Nash Finch
(including it's corporate family rating at B2) with a positive
outlook.  Ratings confirmed are Corporate family rating at B2;
Probability of default rating at B2; $125 million senior secured
revolving credit at B2 (LGD4, 52%); $175 million senior secured
term loan B at B2 (LGD4, 52%); $322 million convertible senior
subordinated notes due 2035 at Caa1 (LGD5, 90%); and Outlook:
Positive.

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Standard & Poor's Ratings Services revised its outlook on Nash
Finch Co. to stable from negative.  At the same time, S&P affirmed
the company's 'B+' corporate credit and other ratings.  This
action reflects stabilized operating performance, improved credit
metrics and adequate liquidity.


NEW CENTURY: Moody's Cuts Ratings on 43 Tranches on Delinquencies
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 43 tranches
from 6 subprime RMBS transactions issued by New Century Home
Equity Loan Trust.  10 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 are a result of Moody's on-going surveillance process.

Complete rating actions are:

New Century Home Equity Loan Trust 2005-4

  -- Cl. M-7, Downgraded to Ba1 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2

  -- Cl. M-9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

New Century Home Equity 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 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 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 B3

New Century Home Equity Loan Trust 2006-2

  -- Cl. M-1, Downgraded to A1 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 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

New Century Home Equity Loan Trust, Series 2005-B

  -- 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 B3 from A3
  -- Cl. M-7, Downgraded to Caa2 from Baa1
  -- Cl. M-8, Downgraded to Caa3 from Ba2
  -- Cl. M-9, Downgraded to Ca from B1

New Century Home Equity Loan Trust, Series 2005-C

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

  -- Cl. M-4, Downgraded to Baa3 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. M-10, Downgraded to Caa3 from Ba1

New Century Home Equity Loan Trust, Series 2005-D

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

  -- Cl. M-4, Downgraded to Baa2 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. 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


NEW CENTURY: Four Classes of Certificates Get Moody's Junk Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded four certificates from a
transaction issued by New Century Home Equity Loan Trust, Series
2006-S1.  The transaction is backed by second lien loans.  The
certificates were downgraded because the bonds' credit enhancement
levels, including excess spread and subordination were low
compared to the current projected loss numbers at the previous
rating levels.

The actions take into account the continued worsening performance
of transactions backed by closed-end-second lien 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: New Century Home Equity Loan Trust, Series 2006-S1

  -- Cl. A-1, Downgraded to Caa2 from Ba1
  -- Cl. A-2a, Downgraded to Caa2 from Baa3
  -- Cl. A-2b, Downgraded to Caa2 from Ba1
  -- Cl. M-1, Downgraded to C from Ca


NORTHWEST AIRLINES: Court Releases $3.9 Mil. to Capp Seville
------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York ruled that a retained fund
established by Capp Seville in an escrow account at First American
Exchange Company LLC, for $3,916,741, be immediately released to
Capp Seville.

Judge Gropper directed Northwest Airlines Inc. and Larken Inc. to
confer and submit to the U.S. Bankruptcy Court for the Southern
District of New York a proposed scheduling order with respect to
Northwest's third party claims against Larken in the Adversary
Proceeding.

"[T]his Order is deemed final under Rule 54(b) of the Federal
Rules of Civil Procedure," the Court held.

              Capp's Request for Summary Judgment

Judge Gropper granted Capp Seville's request for summary judgment,
and dismissed Northwest's claims of breach of contract and
tortious interference with contract and ratification against Capp
Seville.

Northwest and Capp Seville have been in dispute relating to
service contracts for the occupancy of hotel rooms.  Northwest has
moved for summary judgment on the issue on whether Capp Seville,
the hotel owner, breached the contracts, which were executed by
Northwest and a hotel manager, Larken Inc.

Capp Seville opposed Northwest's request, and has moved for
summary judgment on the breach of contract allegations and also
on Northwest's allegation of tortious interference with contract.

Among other things, Capp Seville complained that Northwest
unlawfully interfered with the consummation of a La Quinta
Acquisition Properties L.L.C. sale agreement by threatening to
sue La Quinta unless it accepts obligations under two hotel
services agreements between Northwest and Larken, Inc., the
professional management company that Capp Seville hired.

Capp Seville also asked the Court to enter a declaratory judgment
that:

   * it has no obligation under the Hotel Services Agreements;

   * Northwest has no right to enforce the Hotel Services
     Agreements against Capp Seville or any successor; and

   * Northwest's threats to La Quinta and interference with the
     Sale Agreement are improper, unlawful and must cease.

According to Judge Gropper, Northwest relied exclusively on the
principle of actual authority and the proposition that the
relationship between Capp Seville and Larken created by the
Management Agreement gave Larken authority to bind Capp Seville.

Even if the Management Agreement permitted Larken to act as Capp
Seville's agent under certain circumstances, it expressly denied
Larken the authority to enter into a contract with the terms
contained in the HSAs, the Court maintained.  

It does not follow that the right to engage in "rental of rooms"
in a hotel necessarily encompasses long-term agreements that
commit a party to make large blocks of hotel rooms available for
five years at highly preferential rates and terms, Judge Gropper
said.  In any event, Larken lacked the actual authority under the
Management Agreement to bind Capp to the terms of the HSAs.

"Northwest cannot ask the Court to release it from the reasonable
consequences of its actions," the Court asserted.  "It is
familiar law that a third person dealing with a known agent is
charged with notice of his powers where it is claimed that the
agent had actual authority to bind his principal.  The general
rule is that he cannot rely on the assumption of authority, but
must investigate and ascertain the nature and extent of the
agent's powers."

There is no issue on the admitted facts that Capp Seville had a
legitimate economic interest in taking the actions that Northwest
complains of, Judge Gropper clarified.  Capp Seville was
attempting to sell the Hotel, and the existence of the HSA had a
potentially significant impact on that sale.  

Indeed, the interest of a hotel owner in a possible sale of the
hotel and termination of Northwest's rights is provided for in an
HSA template, which purports to require an owner to provide
Northwest with notice of any proposed sale.

However, the Court held that there is no evidence that Capp gave
Larken apparent authority to enter into the HSAs.  Under
Minnesota law, apparent authority is that authority which a
principal holds an agent out as possessing, or knowingly permits
an agent to assume.  Nevertheless, Northwest cannot prevail on
the issue of apparent authority because the reliance factor
requires that any belief in the apparent authority of the agent
to act on behalf of the principal must be reasonable, according
to the Court.

Judge Gropper also noted Northwest's argument that Capp Seville
ratified the HSAs by (i) its retention of benefits under the
HSAs, and (ii) its failure to seasonably inform Northwest of its
disavowal of the HSAs.

"As to the issue of retention of benefits, it is speculative to
assert that Capp benefited from the HSAs after it learned of
them," the Court stated.  

"Although Capp asserts that it repudiated the HSAs to Larken soon
after it learned of their terms, it is not asserted that Capp
informed Northwest or that either Capp or Larken acted
immediately.  Northwest has offered no authority that under
Minnesota law the principal must deal directly with the
third party with which an alleged agent has contracted, but the
facts are disputed as to the time and timeliness of any disavowal
of the HSAs," Judge Gropper averred.

                     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 $14.4 billion
in total assets and $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, Issue No. 91;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Moody's Investors Service placed the debt ratings of Delta Air
Lines, Inc. ("Delta", corporate family at B2) and Northwest
Airlines Corporation ("Northwest", corporate family rating at B1)
on review for possible downgrade.  The review was prompted by the
announcement that the two airlines have agreed to combine in an
all-stock transaction with a combined enterprise value of
approximately $18 billion.

Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as: Issuer Default Rating at 'B';
First-lien senior secured credit facilities at 'BB/RR1'; Second-
lien secured credit facility (Term Loan B) at 'B/RR4'.

The issue ratings apply to $2.5 billion of committed credit
facilities.  The Rating Outlook for Delta has been revised to
Negative from Stable.

Standard & Poor's Ratings Services placed its ratings, including
the 'B+' long-term corporate credit rating, on Northwest Airlines
Corp. on CreditWatch with negative implications, following
announcement of a merger agreement with Delta Air Lines Inc.
(B/Watch Pos/--).  The CreditWatch listing affects enhanced
equipment trust certificates with various ratings, excepting those
that are insured by a bond insurer.  S&P's listing of Northwest
ratings on CreditWatch with negative implications and those of
Delta on CreditWatch with positive implications implies that S&P
foresee a corporate credit rating of either 'B' or 'B+' for the
combined entity.


PEACE ARCH: Posts C$936,000 Net Loss in 2nd Quarter Ended Feb. 29
-----------------------------------------------------------------
Peace Arch Entertainment Group Inc. released last Monday operating
results for its second quarter of fiscal 2008, ending Feb. 29,
2008.  

Peace Arch reported a net loss of C$936,000 for the three months
ended Feb. 29, 2008, compared to net earnings of C$1.2 million for
the same period last year.  For the six months ended Feb. 29,
2008, the net loss was C$2.1 million, as compared to net earnings
of C$863,000 last year.  

Included in last year's second quarter result was a gain of
C$957,000 from the settlement of an outstanding dispute with a co-
financier of a television series.  The loss during the quarter and
year to date can be explained in part by a decrease in revenues in
the motion picture segment primarily due to a delay in product
delivery, and higher interest expense from increased production
loans and loan arrangement fees paid for new loan facilities
negotiated during the period.

The company reported revenues of C$20.8 million versus
C$20.3 million for the same period last year, with revenues for
the six months ended Feb. 29, 2008, up C$6.3 million to
C$37.9 million compared to $31.6 million last year.  

"We are pleased to be back on track with a timely reporting of our
second quarter results," said Jeff Sagansky, chief executive
officer of Peace Arch Entertainment.  "Our Home Entertainment and
Television divisions continue to thrive, and with the expected
delivery of major titles like "Winged Creatures" and "The Deal"
during our third quarter, we believe our Motion Picture operation
will soon contribute meaningful revenues and positive earnings."

During the quarter, the company delivered 4 films and 21 episodes
of 4 television series, compared to the delivery of 16 episodes of
television programming for the same period of the prior year.  The
films delivered were "Time Bomb," "Just Business," "Shred 2," and
"Bitten".  The Home Entertainment segment reported strong revenues
and earnings in the quarter, driven by the continuing success of
higher quality product such as "The Tudors" on DVD as compared to
last year.

During the second quarter, the company achieved several key
milestones in support of its strategic growth initiatives:

  -- The television segment delivered 21 episodes of programming
     compared to 16 episodes last year, including the first 4
     episodes of Season II of the ten-hour dramatic television
     series The Tudors, compared to 5 episodes of Season I for the
     same period last year.

  -- Feature film The Deal had its world premier at the
     prestigious Sundance Film Festival in Park City, Utah.

  -- Acquired exclusive Canadian distribution rights to 32 films
     from First Look Studios, 5 of which are (An American Crime,
     Smiley Face, Day of the Dead, Finding Rin Tin Tin and The
     Amateurs), to be distributed through Theatrical  DVD, Video-
     on-Demand and Television, with the remaining 27 on
     Television.

  -- The Tudors earned two Golden Globe award nominations  "Best
     Dramatic Television Series", and "Best Actor in a Dramatic
     Series" for Jonathan Rhys Myers.

  -- Completed the acquisition of the remaining 59.99% of the
     shares of Dufferin Gate Productions Inc.

  -- Completed agreement with Canada's largest independent music
     publisher, Ole, for worldwide music rights to several film
     and television properties.

  -- Luna: Spirit of the Whale was nominated for Canadian Film and
     Television Production Associations' prestigious "Indie
     Award."

                 Liquidity and Capital Resources

During the last two years, the company has used production loan
facilities on an interim basis to fund corporate working capital.  
Wholly owned production subsidiaries of the company borrow, from
various parties, on an interim basis prior to finalizing the
financing for a film or television series.  The company uses any
portion of these facilities that are not immediately required to
finance the costs of production in its operating activities.  

The company also arranges interim bridge financing for third party
owned production entities for which it also acts as distributor of
film rights for the purpose of financing production costs.  The
company repays the loans plus the interest owed to the original
lender of the funds when these production entities require the
funds to finance its costs of production.  At Feb. 29, 2008, the
balance of such facilities was $3.6 million.

As at Feb. 29, 2008, the company had cash or cash equivalents
available of $3.4 million compared to $5.5 million in 2007 and was
fully drawn on its $3.0 million bank credit facility.

                          Balance Sheet

At Feb. 29, 2008, the company's consolidated balance sheet showed
C$166.6 million in total assets, C$122.0 million in total
liabilities, and $44.6 million in total stockholders' equity.

                         About Peace Arch

Based in Toronto, 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.


PLASTECH ENGINEERED: Sec. 341 Meeting of Creditors Moved to May 7
-----------------------------------------------------------------
The meeting of creditors of Plastech Engineered Products, Inc.
and its debtor-affiliates, pursuant to Section 341(a) of the
Bankruptcy Code, which was scheduled for April 18, has been
continued to May 7, 2008 at 2:00 p.m.

The Debtors have not yet filed their schedule of assets and
liabilities and their statements of financial affairs, and have
asked for an extension to file these statements until April 30,
2008.

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.

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


PLASTECH ENGINEERED: Wants to Return Tooling to Delphi Automotive
-----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Eastern District
of Michigan to return certain tooling equipment to Delphi
Automotive Systems LLC.

Specifically, the Debtors seek authority to:

   (a) surrender certain tooling owned by Delphi Automotive
       Systems, LLC, that is in the Debtors' possession;

   (b) sell to Delphi certain de minimis finished goods inventory
       made with the Delphi tooling for $4,671, free and clear of
       liens; and

   (c) lift the automatic stay to effectuate the release of
       tooling and the sale of the de minimis inventory to
       Delphi.

According to Deborah L. Fish, Esq., at Allard & Fish, P.C., in
Detroit, Michigan, the Debtors currently are in possession of
certain tooling which is fully paid for and is owned by Delphi at
a plant in Croswell, Michigan that was used to make service parts
for Delphi's Powertrain Division that are no longer in
production.

Ms. Fish informs that the Inventory represents idle assets that
are of little or no use or value to the Debtors' estates or
restructuring efforts, as the Inventory consists of service parts
that are no longer in production.  The Debtors have determined in
their sound business judgment that the sale of the Inventory to
Delphi is the most efficient way to convert idle assets of de
minimis value into cash, Ms. Fish relates.

Pursuant to Section 363(b)(1) of the Bankruptcy Code, "[t]he
trustee, after notice and a hearing, may use, sell or lease,
other than in the ordinary course of business, property of the
estate."  However, Ms. Fish states that the Debtors acknowledge
the Court's discretion in granting their request, giving due
consideration to the Debtors' exercise of sound business
judgment.

Furthermore, Ms. Fish notes Section 363(f) permits a debtor to
sell property free and clear of another party's interest in the
property if:

   (a) applicable non-bankruptcy law permits such a free and
       clear sale;

   (b) the holder of the interest consents;

   (c) the interest in a lien and the sales price of the property
       exceeds the value of all Liens on the property;

   (d) the interest is in bona fide dispute; or

   (e) the holder of the interest could be compelled in a legal
       or equitable proceeding to accept a monetary satisfaction
       of its interest.

The Debtors believe that the sale of the inventory to Delphi is
commercially reasonable in light of the assets being sold and as
a result, the value of the proceeds from the sale fairly reflects
the value of the Inventory sold, Ms. Fish maintains.  The Debtors
propose that any party with a lien on the Inventory be given a
corresponding security interest in the proceeds of the sale.  In
light of these, the requirements of Section 363(f) of the
Bankruptcy Code would be satisfied for any proposed sales free
and clear of liens, Ms. Fish says.

Moreover, because the Debtors have no further need for the Delphi
Tooling, the Debtors believe that the automatic stay should be
lifted pursuant to Section 362(d) of the Bankruptcy Code to allow
Delphi to take possession of the Delphi Tooling and to deem the
applicable purchase orders between Delphi and the Debtors
terminated upon the return of the Delphi Tooling and payment for
the Inventory, Ms. Fish asserts.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) --
http://www.delphi.com/-- is the single supplier of vehicle  
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional headquarters
in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

                           *     *     *

As reported in the Troubled Company Reporter on April 11, 2008,
Moody's Investors Service withdrawn Delphi Corp.'s prospective
debt ratings for its emergence financing.  Although Delphi was
successful in arranging commitments for its first lien term loans
of $1.7 billion, a first lien revolving credit of $1.6 billion and
General Motors Corporation and a GM affiliate agreed to accept up
to $2.825 billion of second lien term debt, equity participants in
the financing structure have filed a notice of termination on
their earlier undertaking to provide $2.55 billion of capital.  
The absence of equity funding terminates Delphi's plans to emerge
from bankruptcy by April 4, 2008.

Ratings being withdrawn are those listed in Moody's earlier
releases which were: Corporate Family Rating, (P)B2; Probability
of Default, (P)B2; Outlook, Stable; $1.5 billion first lien term
loan, (P)Ba2 (LGD-2, 17%); $2.8 billion second lien term loan,
(P)B2 (LGD-4, 52%); and Speculative Grade Liquidity rating, SGL-2.

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


PLASTECH ENGINEERED: Mulls Sale of Exterior Parts & Stamping Units
------------------------------------------------------------------
According to a Crain's Detroit reportKevin Scott, Plastech
Engineered Products Inc. and its debtor-affiliates' lawyer, said
the Debtors are trying to sell their exterior and stamping
business units.  Mr. Scott did not name potential buyers of the
business units, the report disclosed.

Mr. Scott said the exteriors business alone generates at least
$200,000,000 to $300,000,000 of the Debtors' $1,400,000,0000
annual revenue base, the report further disclosed.

The Steering Committee of First Lien Term Loan Lenders and
Johnson Controls, Inc., previously submitted a proposal for the
acquisition of their interiors and under hood business.  The
proposal contemplated a 30-day due diligence, and the signing of
a definitive agreement by April 11 by Plastech and Newco, an
entity to be formed by JCI and the First Lien Lenders.

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


POTLATCH CORP: Business Separation Cues S&P's Developing Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Spokane,
Washington-based Potlatch Corp., including the 'BB' corporate
credit rating, on CreditWatch with developing implications.  The
company has about $585 million of rated debt.
     
The action followed the announcement that Potlatch's board of
directors has authorized management to pursue a separation of its
businesses into two distinct, publicly traded companies: a timber
REIT and a pulp-based manufacturing company.
     
"The CreditWatch listing reflects the lack of definitive
information on the proposed transaction.  In particular, because
it is not yet clear which entity will assume the existing debt at
Potlatch, the amount of some outstanding debt could be raised and
some simultaneously lowered," said Standard & Poor's credit
analyst Andy Sookram.
     
He added, "Because the current rating incorporates some
uncertainty regarding strategic and financial policies, we could
raise the ratings if the transaction results in a clarification
that one or both of the new entities will pursue a financial
policy that is consistent with a higher rating.  Conversely, we
could lower the ratings if the split results in an entity, or
entities, that are aggressively leveraged or likely to pursue
heavily shareholder-oriented policies."


POWERMATE HOLDINGS: Gets Final Nod to Access $15 Million Facility
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Powermate Holding Corp. and its debtor-affiliates to
obtain, on a final basis, $15,000,000 in debtor-in-possession
financing from Wachovia Bank, National Association, in its
capacity as administrative agent for itself, Wells Fargo Foothill,
LLC and other financial institutions.

As reported in the Troubled Company Reporter on March 26, 2008,
the Court gave the Debtors to use, on an interim basis, up to
$15,000,000 DIP financing from the lenders.  As of March 17, 2008,
the Debtors borrowed $12,307,796 in the aggregate of loans, letter
of credit accommodations and other prepetition obligations, plus
interest, against their lenders.

The Debtors said that they do not have sufficient available
sources of working capital to operate their business.

Under the loan agreement, the lenders' $15,000,000 financing is
comprised of a revolving loans at 2% per annum and a term loans at
4% per annum.  The loan will mature on May 31, 2008.  The Debtors
agree to pay a DIP facility fee of $500,000 to their lenders.

As adequate protection, the Debtors will grant the DIP lenders
superpriority administrative claim in and all administrative
expenses or priority claims.

A full-text copy of Powermate's request is available for free
at http://ResearchArchives.com/t/s?2987

Headquartered in Aurora, Illinois, Powermate Holding Corp. --
http://www.powermate.com/-- anufacturers of portable and home   
standby generators, air compressors, and pressure washers.  The
company and two of its affiliates filed for Chapter 11 protection
on March 17, 2008 (Bankr. D. Del. Lead Case No.08-10498).   
Kenneth J. Enos, Esq.. and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors.  The U.S.
Trustee for Region 3 appointed creditors to serve on an Official
Committee of Unsecured Creditors in these cases.  The Committee
selected Sonnenschein Nath & Rosenthal LLP as proposed counsel.  
When the Debtors filed for protection against their creditors,
they listed assets and debt between $50 million to $100 million.


POWERMATE HOLDING: Seeking to Recover $4 Million From Lowe's
------------------------------------------------------------
Powermate Holding Corp. and its debtor-affiliates filed with
the United States Bankruptcy Court for the District of Delaware
a complaint against Lowe's Companies Inc. for failure to pay for
certain goods valued at $4,2885,818 in the aggregate, exclusive of
any adjustments and discounts.

Pursuant to court documents, the Debtors and Lowe's entered into a
confidentiality and ownership agreement dated Aug. 1, 2005, under
which the Debtors sell certain goods to Lowe's for resale in its
retail stores.

The Debtors say the sale of these goods was made "on credit" and
invoices were presented to Lowe's for payment on a daily basis.  
They provided goods at Lowe's request from November 2007 to
March 17, 2008.

Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP in
Wilmington, Delaware, says Lowe's has not paid any portion of the
unpaid amount despite the Debtors' demand.  The Debtors provided a
copy of their written record of accounts regarding Lowe's, Mr.
Nestor adds.

Accordingly, the Debtors seek to recover a $4,285,818 judgment in
their favor -- including an award of interest at the maximum legal
rate, attorneys' fees and other costs incurred.

A full-text copy of Powermate's record of accounts is available
for free at http://ResearchArchives.com/t/s?2ad4

                         About Powermate

Headquartered in Aurora, Illinois, Powermate Holding Corp. --
http://www.powermate.com/-- anufacturers of portable and home   
standby generators, air compressors, and pressure washers.  The
company and two of its affiliates filed for Chapter 11 protection
on March 17, 2008 (Bankr. D. Del. Lead Case No.08-10498).   
Kenneth J. Enos, Esq.. and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors.  The Debtors
selected Kurtzman Carson Consultants LLC as claims agent.  The
U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  The
Committee selected Sonnenschein Nath & Rosenthal LLP as proposed
counsel.  When the Debtors filed for protection against their
creditors, they listed assets and debt between $50 million to
$100 million.


PRC LLC: Files Supplement Site Consolidation Incentive Plan
-----------------------------------------------------------
Subsequent to their request for a site consolidation incentive
plan, PRC LLC and its debtor-affiliates inform the U.S. Bankruptcy
Court for the Southern District of New York that they have
continued to consult their local managers and supervisors
regarding site adjustments involving call centers that are
experiencing higher employee turnover, and whose client services
are being relocated to an impractical location.  

The Debtors relate that the turnover has the potential for
disrupting their efforts for a seamless transition of client
programs from one call center to another.  The Debtors therefore
propose to enhance, in certain cases, the incentive payments
under the Incentive Plan by up to $300 per employee to no more
than 500 employees not exceeding an aggregate cost of $150,000.

Accordingly, the Debtors increased certain incentive payments to
employees who are not offered relocation under the Incentive
Plan:

  --------------------------------------------------------------
  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
                           (up to $500 for      (up to $1,050 for
                            up to 20% of         up to 20% of
                            employees)           employees)
  ---------------------   --------------------------------------
  More than 100 days        $200 paid after     $1,500 paid at
                            60 days, and         termination
                            another $200
                           paid at termination
                   
                           (up to $350 and      (up to $1,800 for
                           $350, respectively,  up to 20% of
                           for up to 20% of     employees)
                           employees)  
  --------------------------------------------------------------

The Debtors are confident that an Incentive Plan with the revised
terms will facilitate their ability to continue operations during
the contemplated Site Adjustments in an economic and efficient
manner, Alfredo R. Perez, Esq., at Weil, Gotshal, Manges LLP, in
Houston, Texas, says.

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


PRC LLC: Committee Wants to Employ Halperin as Conflicts Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in PRC LLC and its
debtor-affiliates Chapter 11 cases seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Halperin Battaglia Raicht, LLP, as its special conflicts counsel
nunc pro tunc to March 26, 2008.

According to Andrew B. Eckstein, Esq., at Blank Rome LLP, in New
York, the Committee has selected HBR because of its experience
and expertise in the field of creditors' and debtors' rights and
business reorganizations under the Bankruptcy Code.  HBR has been
involved in numerous Chapter 11 cases throughout the United
States, and has acted as conflicts counsel to committees in other
significant Chapter 11 cases.

The Committee seeks to retain HBR to address matters as to which
its primary counsel, Blank Rome, may have conflicts.  As of
April 9, 2008, Blank Rome has identified potential conflicts
related to Royal Bank of Scotland, the Debtors' prepetition
lenders, and the Verizon companies.  HBR has agreed to represent
the interest of the Committee, except with respect to The CIT  
Group, which it has in the past and may in the future represent
in matters not related to the Debtors and the Committee.

The services of HBR's professionals will be paid according to the
firm's standard hourly rates:

         Professional               Hourly Rate
         ------------               -----------
         Attorneys                  $175 - $435
         Clerks                        $125
         Paraprofessionals           $75 - $100

HBR's actual and necessary expenses related to the contemplated
services will also be reimbursed.

Alan D. Halperin, a member of Halperin Battaglia Raicht, in New
York, assures the Court that his firm does not represent nor hold
interest adverse to the Committee, the Debtors, their creditors
or any party-in-interest in matters for which the firm will be
retained.  He maintains that HBR is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

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


PRC LLC: Inks Stipulation Resolving Pact With Spirit Airlines
-------------------------------------------------------------
PRC LLC and its debtor-affiliates entered into a stipulation with
Spirit Airlines Inc. resolving a dispute related to services the
Debtors provide to Spirit Air Lines.

As reported in the Troubled Company Reporter on March 19, 2008,
the Debtors and Spirit Air Lines previously executed the Letter of
Authorization on June 8, 2007, to formalize a master services
agreement, statements of work, and other documents relating to
services to be rendered by the Debtors.

"The Debtors and Spirit Air Lines could not formalize the letter
of authorization because they could not agree on  profitable
terms for the Debtors to provide the services Spirit Air Lines
requires," said Alfredo R. Perez, Esq., at Weil, Gotshal & Manges
LLP, in Houston, Texas.  He maintained that there is little value
in the Spirit Air Lines Agreement for the Debtors' reorganization.  

                        120-day Transition

Spirit Air asked the U.S. Bankruptcy Court for the Southern
District of New York to grant it 120 days from the entry of a
rejection order with respect to the Spirit Air Letter of
Authorization in order to allow a smooth transition to a new call
center service provider.

Arthur J. Spector, Esq., at Berger Singerman, P.A., in Fort
Lauderdale, Florida, said that Spirit Airlines does not contest
the Debtors' assertions.  He said Spirit Airlines only wants
emphasize the serious implications if the Debtors are allowed to
cease servicing Spirit Airlines before it could find a suitable
replacement.   The Debtors sought to reject the LOA as of
March 13, 2008.

Mr. Spector related that Spirit Airlines does not maintain an
internal telephone staff and depends completely on the Debtors'
operation for all incoming telephone reservations and ticket
rebookings.  He maintained that Spirit Airlines currently receives
between $200,000 and $300,000 in revenue per day from the
Debtors' call center, all of which could be lost, if the Debtors
were permitted to cease service before it could find a suitable
another call center provider.

Spirit Airlines disclosed that it has been diligently pursuing
discussions with other call center providers to replace the
Debtors' services, but cannot reasonably expect to have a fully
operational new call center ready to substitute the Debtors for
approximately 120 days.  While Spirit Airlines is aggressively
seeking to contract a new call center provider, it will require
more time than the abrupt shutdown schedule proposed by the
Debtors, Mr. Spector said.

                        Debtors Talk Back  

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, argued that the Debtors have made a fair and
considerate offer to accommodate Spirit Airlines' service needs
until May 10, 2008.  He asserted there is no legal or equitable
reason to compel the Debtors' estates to incur at least $500,000
in losses over a 150-day period, besides that the LOA is
burdensome, Spirit Airlines' account is past due, and the Debtors
have been unable to reach agreement on mutually beneficial terms
as was originally contemplated by the parties.

                        Parties Stipulate

The salient terms of the parties' Stipulation, which was approved
by the Court, are:

   (a) The Stipulation will take effect as of April 1, 2008.

   (b) The LOA will be deemed terminated as of March 31, 2008.
       For the period from April 1, 2008, through June 30, 2008,
       the Debtors will perform certain transition services for
       Spirit Air.

   (c) The transition services the Debtors will perform are:

       * The Debtors' customer service representatives will
         be available to service inbound customer calls that are
         directed to Spirit Airlines' toll-free numbers.  The
         Transition Services include phone services concerning:

         -- inbound general sales,
         -- new booking calls,
         -- changes to bookings,
         -- questions about bookings,
         -- inbound schedule change calls, and
         -- other inbound and/or outbound call processing related
            to Spirit Air's reservations program and post-sale
            customer support;

       * The Debtors will provide a small team to perform certain
         back office functions, including handling queue work
         related to flight reservations, outbound calling, and
         email and faxes;

       * The Debtors will perform the Phone Services and the Back
         Office Functions in the Philippines in conjunction with
         its subcontractor, Advanced Contact Solutions, Inc.;

       * Subject to the Spanish Language Services, the Debtors
         will either:
         
         -- use reasonable efforts to perform the Phone Services
            for Spanish-speaking customers and any services will
            be provided in the Dominican Republic in conjunction
            with the Debtors' subcontractor, Amov International
            Teleservices, S.A., formerly known as, Verizon
            International Teleservices C. Por A.; or

         -- will provide reasonable assistance to, and will
            reasonably coordinate efforts with, Spirit Airlines
            if it elects to establish a direct contractual
            relationship with Amov;

       * The Debtors agree to begin the process of resporging all    
         Spirit Air-program 1-800 numbers to Spirit Airlines
         immediately following the execution of the Stipulation.
         All paperwork will be authorized, signed and returned
         within two business days after receipt.  As a result of
         the resporging, Spirit Airlines will be responsible for
         allocating call volumes to the Debtors until the end of
         the Transition Period.

   (d) The Debtors will provide a wind-down plan on the number of
       CSRs that will be available to provide services during the
       transition period, a full-text copy of which is available
       for free at:

               http://researcharchives.com/t/s?2ad3
  
   (e) The Debtors will charge Spirit Airlines for transition
       services according to these terms:

       * Subject to the Minimum Monthly Guarantee, the Debtors
         will bill Spirit Airlines at a fixed hourly rate of
         $13.44 multiplied by the amount of time that CSRs are
         logged into the switch and available to take calls, or
         in the case of the back office functions, otherwise
         performing the services on behalf of Spirit Air.

       * The minimum monthly amount owed by Spirit Airlines and
         paid to the Debtors will be the Hourly Rate multiplied
         by the number of productive hours resulting from the
         staffing levels provided in the Wind-down Plan; provided
         that, if the Debtors are unable to staff to any
         applicable Minimum Monthly Guarantee, as a result of        
         natural attrition, then Spirit Air will pay the Debtors
         for the actual number of Productive Hours worked by the
         Debtors' CSRs in the Philippines multiplied by the
         Hourly Rate, and provided further that the Debtors will
         not directly, or indirectly through any agent,
         subcontractor or other intermediary, take any action to
         transfer or to incentivize the transfer of CSRs and
         other personnel dedicated to Spirit Air-related services
         to any other customer of the Debtor or to any of the
         Debtors' affiliate or subcontractor without Spirit
         Airlines' prior written consent.

       * Spirit Airlines will be entitled to request and receive
         overtime coverage for its CSRs in the Philippines of up
         to 5% of CSR agreed hours.  The use of Overtime in
         excess of that amount will be subject to the mutual
         agreement of parties.  The Debtors will bill Spirit
         Airlines for the time that its CSRs work overtime at a
         premium of 30% of $13.44 per hour for the month at
         issue.  "Overtime" is defined as the number of hours
         that CSRs are required to work in excess of their
         regularly scheduled 40-hour work week.

       * Spirit Airlines will pay the Debtors for all information
         technology hours incurred by the Debtors to effectuate
         the transition of technological infrastructure to Spirit
         Airlines at the rate of $100 per hour.

       * Spirit Airlines will reimburse the Debtors for all
         telecom costs incurred in connection with providing
         services to Spirit Airlines, including costs incurred
         for domestic and international inbound and outbound
         telecom.

       * Spirit Airlines agrees to pay the Debtors 115% of all
         amounts invoiced by Amov to the Debtors for transition
         services performed in the Dominican Republic.

   (f) The Debtors will perform based on mutually agreed-upon
       service levels, or the Service Level Agreements, to staff
       and to achieve performance objectives included in the
       Wind-Down Plan, with respect to average handle time goals,
       service levels and abandonment rates for English-language
       services which service levels will be agreed based on
       average service levels achieved during the two calendar
       months prior to the Petition Date, provided that, (i) in
       no event will the Debtors be liable for the failure to
       achieve SLAs during the transition period, and (ii) the
       undertaking does not apply to Spanish-language services
       provided by Amov.

   (g) Upon execution of the Stipulation, Spirit Airlines will
       pay the Debtors $400,964, by wire transfer, for invoices
       23010 and 23063, less disputed charges.

       On or before May 8, 2008, Spirit Airlines will pay to the
       Debtors, by wire transfer, the sum of $497,005 for
       invoices 23118 and 23119, less disputed charges.

       For amounts due and owing for services rendered during
       April and May 2008, the Debtors will submit a monthly
       invoice to Spirit Airlines at the end of each month set
       forth, in reasonable detail, including (i) a calculation
       of the number of non-overtime CSR hours worked in the
       Philippines multiplied by the Hourly Rate, (ii) a
       calculation of Overtime and Overtime Premium, if any,
       (iii) a calculation of charges owed to the Debtors based
       on amounts invoiced by Amov to the Debtors for the month,
       (iv) telecom charges, (v) miscellaneous IT charges, if
       any, and (vi) actual SLA performance figures in accordance
       with the Wind-Down Plan.  Spirit Airlines will pay within
       30 days after receipt of the Debtors' invoice an amount
       equal to:
         
         * the charges as set forth from (i) through (v), plus;

         * 50% of the amount of disputed charges through
           March 31, 2008, totaling $493,970, divided into three
           equal installments of $82,328 each for each of April,
           May, and June, during the Transition Period, subject
           to the achievement of the occupancy goal provided in
           the the Wind-Down Plan.

       For services to be rendered during June 2008, on or before
       June 1, 2008, the Parties will mutually agree upon a
       reasonable estimate of charges for the month, based upon
       the staffing levels agreed to for the applicable month,
       and Spirit Airlines will deposit the sum with the Clerk of
       the Court by check or wire transfer, so that the funds may
       be placed in the Court Registry Investment System interest
       bearing account.  The funds will be released from the
       Court Registry Investment System only upon further Court
       order.

       The Clerk will distribute the principal and income earned
       on the monies deposited in accordance with a Court order,
       but will deduct from the income earned on the investment a
       fee not exceeding that authorized by the Judicial
       Conference of the United States and set by the director of
       the administrative office whenever the income becomes
       available for deduction from the investment held without
       further order of the Court.

       The Parties will reconcile actual charges for June 2008
       based on the invoice issued by the Debtors for that month
       for services actually rendered, consistent with the manner
       in which the Debtors have agreed to invoice Spirit Air for
       services rendered for the months of April and May.  If, as
       a result of the reconciliation, one Party owes the other
       Party any amount, the amount will be paid by the owing
       Party to the owed Party no later than 10 days after the
       issuance of the April and May Reconciliation Invoice.
       All payments due will be made by Spirit Airlines without
       offset or recoupment.

       Spirit Airlines will be entitled to reasonable access to
       the area in the Philippines call center in which the
       transition services are rendered; provided that, Spirit
       Airlines agrees not to directly or indirectly solicit any
       employees to leave the employment of ACS or the Debtors,
       as the case may be.

   (h) All Transition Services will terminate on June 30, 2008.
       In the event Spirit Airlines fails to pay any amounts when
       due, except for amounts invoiced that are disputed in good
       faith, or fails to make the stipulated deposit, in
       addition to all of the Debtors' other rights and remedies,
       at law or in equity, the Transition Services provided
       under the Stipulation will automatically terminate on the
       third business day after the day those amounts are due
       without any further notice or action on the part of the
       Debtors, and without further Court order.

   (i) The Debtors intend to file a request with the Court to
       reject their contract with Amov on or before April 15,
       2008.  The Debtors have advised Spirit Airlines to
       immediately ramp down the services in the Dominican
       Republic.  As a result, although the Debtors will work
       with Amov in good faith to maintain the numbers of CSRs in
       the Dominican Republic, the Parties agree that the Debtors
       will have no liability whatsoever for the failure to
       provide Spanish-language services during the Transition
       Period or for the failure of Amov to provide the said
       staffing or for any other acts and omissions of Amov with
       regard to the Transition Services.  Subject to these
       terms, the Debtors agree to:

         * provide Spirit Airlines with notice their filing of
           the Amov rejection motion, if filed prior to April 15,
           2008, and;

         * reasonably cooperate with and assist Spirit Airlines
           in its efforts to maintain continuity of Spanish-
           language services during the Transition Period
           including, if Spirit Airlines elects, by obtaining a
           direct contractual relationship between Spirit
           Airlines and Amov.

   (j) Spirit Airlines agrees to waive and release all claims and
       payment requests it may have against the Debtors.

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


PRESIDENTIAL LIFE: Moody's Reviews 'B2' Rating For Likely Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed the B2 senior debt rating of
Presidential Life Corporation and the Ba2 insurance financial
strength rating of its subsidiary, Presidential Life Insurance
Company on review for possible upgrade.

Moody's said that the review for upgrade reflects the progress
PLFE has made in improving its financial reporting capabilities
and in capital adequacy and financial flexibility.  The
improvements have included the availability of additional internal
and external accounting expertise, substantial increases in
Presidential Life's reported statutory capital, paydown of PLFE
debt, and the ongoing implementation of a more robust asset and
liability management program as well as the introduction of an
early-stage enterprise risk management to the organization.

However, the rating agency noted that any potential upgrade in
rating is constrained by the limited degree of progress that the
company has made in addressing certain corporate governance
issues, most specifically related to the development of a
comprehensive and long-term management-succession plan.  Given the
age of some members of senior management as well as at the Board
level, the rating agency believes that the company should be more
fully prepared for transitions during the next few years.

Moody's said that the review for possible upgrade will focus on
these items:

(1) plans for orderly transition at both the corporate management
    and at the Board of Directors levels;

(2) expectations for capital adequacy and financial flexibility;
    and

(3) prospects for sustained, profitable growth in new business.

These ratings were placed under review for possible upgrade:

  -- Presidential Life Corporation: senior unsecured debt at B2.

  -- Presidential Life Insurance Company: insurance financial
     strength at Ba2.

Moody's last rating action on PLFE took place on June 16, 2005,
when the rating agency affirmed the company's B2 senior debt
rating.

PLFE is an insurance organization headquartered in Nyack, New
York.  As of Dec. 31, 2007, PLFE reported total assets of
approximately $4.2 billion and stockholders' equity of
approximately $662 million.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to punctually repay senior
policyholder claims and obligations.


REDENVELOPE INC: Files for Ch. 11; Applies For $4.5MM DIP Facility
------------------------------------------------------------------
RedEnvelope, Inc. filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court for the Northern District of California,
San Francisco Division.

The Bankruptcy Court assumed jurisdiction over the assets of the
company as of the date of the filing of the bankruptcy petition.   
The company remains in possession of its assets, and continues to
manage and operate its business and properties, as debtor-in-
possession, subject to the provisions of the Bankruptcy Code and
the supervision and orders of the Bankruptcy Court.

                          DIP Facility

The company also entered into a $4.5 million debtor-in-possession
credit facility and loan agreement with Granite Creek Partners
Agent LLC, as agent, Creative Catalogs and Granite Creek FlexCap I
LP, as the lenders.

The DIP Agreement's effectiveness is subject to Bankruptcy Court
approval.  The DIP facility matures on the earlier of:

    i) 90 days from the date of the DIP Agreement;

   ii) confirmation of a plan of reorganization or liquidation;

  iii) conversion of the Bankruptcy Case to a Chapter 7 case; or

   iv) the effective date of a sale of substantially all of the
       company's assets pursuant to Section 105, 363(b), 363(m),   
       363(n) and 365 of the Bankruptcy Code.

The company will use the cash flow from operations and the DIP
facility to provide working capital and financial resources
necessary to allow business operations to continue as normal
during the bankruptcy sale process, including meeting obligations
to employees, vendors, customers and others.

A full-text copy of the Debtor-in-Possession Loan Agreement dated
April 17, 2008, is available for free at:

     http://ResearchArchives.com/t/s?2ada

                           Asset Sale

In connection with the bankruptcy filing, the company entered into
an asset purchase agreement with Creative Catalogs Corporation.

Creative Catalogs will purchase substantially all of the company's
assets and assume certain of the company's obligations associated
with the purchased assets through a supervised sale under Section
363 of the Bankruptcy Code.  The purchase price under the asset
purchase agreement is $5,700,000 less the outstanding amount of
the DIP facility at the closing; however, the purchase price is
subject to adjustment based on a post-closing accounting of the
closing date inventory.  Other than the asset purchase agreement
and DIP agreement, there is no material relationship between the
company and Creative Catalogs.

Consummation of the transactions contemplated by the Asset
Purchase Agreement is subject to higher or better offers, approval
of the Bankruptcy Court and customary closing conditions.  As part
of the Asset Purchase Agreement, the company intends to file
motions for orders granting authority to sell its assets to
Creative Catalogs pursuant to Section 363 of the Bankruptcy Code,
establishing bidding procedures, designating Creative Catalogs as
the stalking horse bidder and setting a hearing date on the sale
of the assets.

Subject to Bankruptcy Court approval of the Asset Purchase
Agreement bidding procedures, bids will not be considered
qualified for the auction unless:

   a. such bid is for an amount equal to or greater than the
aggregate of the sum of the:

     1. $5.7 million, and

     2. a breakup fee of 5% of the cash consideration and an
        expense reimbursement of up to 2% of the cash
        consideration.  In addition, the initial overbid must be
        at least $500,000 more than the stalking horse bid;

   b. any overbid bids thereafter must be higher than the then
existing bid in increments of not less than $100,000 in cash; and

   c. a higher bid will not be considered as qualified for the
auction if:

     1. such bid contains financing or due diligence
        contingencies of any kind;

     2. such bid is not received by Creative Catalogs and the
        company in writing on or prior to the third day prior to
        the auction;

     3. such bid does not contain evidence that the person
        submitting it has received debt and equity funding
        commitments or available cash sufficient in the aggregate
        to finance the purchase contemplated thereby, including
        proof of deposit into escrow of no less than $100,000 in
        cash.

Other bidding procedures applicable to the sale will be
established pursuant to the order of the Bankruptcy Court.

The date the company consummates a transaction other than the sale
to Creative Catalogs, subject to the approval of the Bankruptcy
Court, the company shall immediately pay in cash to Creative
Catalogs a breakup fee equal to 5% of the purchase price and
reimburse Creative Catalogs for all reasonable out-of-pocket costs
and expenses -- including reasonable attorneys fees and expenses
-- incurred by Creative Catalogs in connection with the bankruptcy
case and the negotiation, execution and delivery of the asset
purchase agreement up to an aggregate amount of 2% of the Purchase
Price.

The full-text copy of the Asset Purchase Agreement dated April 17,
2008, is available for free at:

     http://ResearchArchives.com/t/s?2adb

Upon the Bankruptcy Court approval of the bidding procedures and
the DIP Agreement and the entry of the related court orders, the
company plans to engage in a robust bidding process with any and
all interested parties.  The asset purchase agreement requires the
sale to close by May 30, 2008.  

Those interested in submitting bids should contact the company in
writing at:

     RedEnvelope Inc.
     149 New Montgomery Street,
     San Francisco, California 94105.

There can be no assurance that the company can remain in
possession of its assets and control of its business as a debtor-
in-possession and that a trustee will not be appointed to operate
the business of the company.  The company's current business
relationships and arrangements, and the company's ability to
negotiate future business arrangements may be adversely affected
by the filing of the bankruptcy petition.

                        About RedEnvelope

Based in San Francisco, California, RedEnvelope Inc. (OTC:REDE) --  
http://www.redenvelope.com-- is an online retailer of upscale  
gifts.  RedEnvelope offers a collection of gifts through its
catalog, web store and phone store.  Its in-house design team
creates products and its merchants source products domestically
and from various parts of the world, often commissioning artists
and vendors to create gifts.  It offers an assortment of products
in 12 categories with core product categories that include
jewelry, home, men's and women's accessories and new baby gifts.   
RedEnvelope has an internal database of approximately 3.4 million
customer names, with approximately 514,000 new customers added
during the fiscal year ended April 2, 2007.

As of April 15, 2008, the company's had total assets of
$21,781,415 and total liabilities of $15,302,142.


REDENVELOPE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: RedEnvelope, Inc.
        149 New Montgomery Street
        San Francisco, CA 94105

Bankruptcy Case No.: 08-30659

Type of Business: The Debtor is a catalog and online retailer.  
                  See http://www.redenvelope.com/

Chapter 11 Petition Date: April 17, 2008

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Doris A. Kaelin, Esq.
                  Email: dkaelin@murraylaw.com
                  Janice M. Murray, Esq.
                  Email: jmmurray@murraylaw.com
                  John Walshe Murray, Esq.
                  E-mail: jwmurray@murraylaw.com
                  Robert A. Franklin, Esq.
                  Email: rfranklin@murraylaw.com
                  19400 Stevens Creek Blvd., Ste. 200
                  Cupertino, CA 95014-2548
                  Tel: (650) 852-9000
                  http://www.@murraylaw.com/

Debtor's Financial Condition as of April 15, 2008:

Total Assets: $21,781,415

Total Debts:  $15,302,142

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
UPS Supply Chain Solutions,    trade debt            $1,525,009
Inc.
P.O. Box 894820
Los Angeles, CA 90189

Design Packaging               trade debt            $708,356
7880 E. McClain Dr.
Scottsdale, AZ 85260

Google, Inc.                   trade debt            $663,844
Dept. No. 33654
P.O. Box 39000
San Francisco, CA 94139

Experian Direct Tech           trade debt            $499,017
22807 Network Place
Chicago, IL 60673

IAC Advertising Solutions      trade debt            $356,552
Attn: IAC Search and Media,
File 30755
P.O. Box 60000
San Francisco, CA 94160

Arandell Corp.                                       $244,339

DoubleClick Performics                               $239,473

Strategic Paper Group, LLC                           $220,995

Tokens & Coins                                       $220,731

Blesco, Inc.                                         $197,309

UTI, United States                                   $189,705

Dotomi, Inc.                                         $143,304

Morrison & Foerster, LLP                             $137,171

Microsoft Corp.                                      $133,084

Pearhead, Inc.                                       $120,383

Mayesh Wholesale Florist, Inc.                       $92,284

Bellini Creation, Ltd.                               $83,080

International Color Services                         $81,875
Corp.

Specialty Plants, Inc.                               $65,018

Grant Thorton, LLP                                   $53,465


RESIDENTIAL ASSET: Fitch Junks Ratings on 16 Certificate Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Residential Asset
Securities Corporation mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are now removed.  Affirmations total $348.5 million
and downgrades total $269.7 million.  Additionally, $8.0 million
was placed on Rating Watch Negative.  Break Loss percentages and
Loss Coverage Ratios for each class are included with the rating
actions as:

RASC 2005-KS1
  -- $12.4 million class A-3 affirmed at 'AAA',
     (BL: 98.21, LCR: 4.89);

  -- $48.6 million class M-1 affirmed at 'AA+',
     (BL: 59.93, LCR: 2.98);

  -- $37.1 million class M-2 downgraded to 'BB' from 'A+'
     (BL: 25.37, LCR: 1.26);

  -- $10.8 million class M-3 downgraded to 'B' from 'A'
     (BL: 22.34, LCR: 1.11);

  -- $9.7 million class M-4 downgraded to 'B' from 'A-'
     (BL: 19.54, LCR: 0.97);

  -- $8.6 million class M-5 downgraded to 'CCC' from 'BBB'
     (BL: 16.86, LCR: 0.84);

  -- $7.2 million class M-6 downgraded to 'CC/DR4' from 'BBB-'
     (BL: 14.80, LCR: 0.74);

  -- $5.1 million class B downgraded to 'CC/DR5' from 'BB+'
     (BL: 13.66, LCR: 0.68);

Deal Summary
  -- Originators: EFC Holding Corporation (32.0%), Fremont
     Investment & Loan (21.0%) HomeComings Financial Network, Inc.
     (22.4%)
  -- 60+ day Delinquency: 24.59%
  -- Realized Losses to date (% of Original Balance): 1.92%
  -- Expected Remaining Losses (% of Current balance): 20.08%
  -- Cumulative Expected Losses (% of Original Balance): 5.94%

RASC 2005-KS2 Total Groups 1 & 2
  -- $4.6 million class A-I-3 affirmed at 'AAA',
     (BL: 98.86, LCR: 4.06);

  -- $8.4 million class A-II-1 affirmed at 'AAA',
     (BL: 98.29, LCR: 4.04);

  -- $0.9 million class A-II-2 affirmed at 'AAA',
     (BL: 98.29, LCR: 4.04);

  -- $37.1 million class M-1 affirmed at 'AA+',
     (BL: 62.53, LCR: 2.57);

  -- $28.9 million class M-2 downgraded to 'B' from 'A+'
     (BL: 27.31, LCR: 1.12);

  -- $8.2 million class M-3 downgraded to 'B' from 'A'
     (BL: 24.35, LCR: 1);

  -- $8.8 million class M-4 downgraded to 'CCC' from 'BBB+'
     (BL: 21.10, LCR: 0.87);

  -- $5.2 million class M-5 downgraded to 'CCC' from 'BBB'
     (BL: 19.08, LCR: 0.78);

  -- $4.4 million class M-6 downgraded to 'CC/DR3' from 'BBB-'
     (BL: 17.55, LCR: 0.72);

  -- $5.5 million class B downgraded to 'CC/DR5' from 'BB'
     (BL: 16.53, LCR: 0.68);

Deal Summary
  -- Originators: Fremont Investment & Loan (28.9%), HomeComings
     Financial Network, Inc. (20.9%)
  -- 60+ day Delinquency: 33.92%
  -- Realized Losses to date (% of Original Balance): 1.85%
  -- Expected Remaining Losses (% of Current balance): 24.32%
  -- Cumulative Expected Losses (% of Original Balance): 7.01%

RASC 2005-KS4
  -- $8.4 million class A-2 affirmed at 'AAA',
     (BL: 98.80, LCR: 4.71);

  -- $16.2 million class A-3 affirmed at 'AAA',
     (BL: 98.80, LCR: 4.71);

  -- $4.0 million class A-4B affirmed at 'AAA',
     (BL: 88.74, LCR: 4.23);

  -- $20.9 million class M-1 affirmed at 'AA',
     (BL: 70.72, LCR: 3.37);

  -- $17.4 million class M-2 affirmed at 'AA-',
     (BL: 50.01, LCR: 2.38);

  -- $7.9 million class M-3 affirmed at 'A',
     (BL: 37.00, LCR: 1.76);

  -- $5.6 million class M-4 downgraded to 'BB' from 'A'
     (BL: 28.75, LCR: 1.37);

  -- $7.0 million class M-5 downgraded to 'B' from 'BBB+'
     (BL: 24.95, LCR: 1.19);

  -- $4.4 million class M-6 downgraded to 'B' from 'BBB'
     (BL: 22.74, LCR: 1.08);

  -- $5.2 million class M-7 downgraded to 'B' from 'BBB'
     (BL: 20.12, LCR: 0.96);

  -- $5.8 million class B-1 downgraded to 'CCC' from 'BB+'
     (BL: 17.05, LCR: 0.81);

Deal Summary
  -- Originators: New Century Mortgage Corp. (20.5%), HomeComings
     Financial Network, Inc. (36.6%)
  -- 60+ day Delinquency: 24.82%
  -- Realized Losses to date (% of Original Balance): 2.00%
  -- Expected Remaining Losses (% of Current balance): 20.99%
  -- Cumulative Expected Losses (% of Original Balance): 7.60%

RASC 2005-KS6
  -- $31.3 million class A-3 affirmed at 'AAA',
     (BL: 91.56, LCR: 3.74);

  -- $42.4 million class A-4 affirmed at 'AAA',
     (BL: 77.63, LCR: 3.17);

  -- $19.8 million class M-1 affirmed at 'AA+',
     (BL: 67.68, LCR: 2.76);

  -- $21.9 million class M-2 affirmed at 'AA+',
     (BL: 55.28, LCR: 2.26);

  -- $7.2 million class M-3 affirmed at 'AA',
     (BL: 52.05, LCR: 2.13);

  -- $15.9 million class M-4 affirmed at 'AA-',
     (BL: 44.36, LCR: 1.81);

  -- $9.9 million class M-5 downgraded to 'BBB' from 'A+'
     (BL: 39.26, LCR: 1.6);

  -- $7.2 million class M-6 downgraded to 'BB' from 'A'
     (BL: 35.49, LCR: 1.45);

  -- $11.1 million class M-7 downgraded to 'B' from 'A'
     (BL: 29.56, LCR: 1.21);

  -- $7.5 million class M-8 downgraded to 'B' from 'BBB+'
     (BL: 25.51, LCR: 1.04);

  -- $6.6 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 18.85, LCR: 0.77);

  -- $6.0 million class M-10 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 16.77, LCR: 0.68);

  -- $6.0 million class M-11 downgraded to 'CC/DR5' from 'BB'
     (BL: 14.74, LCR: 0.6);

  -- $4.5 million class B-1 downgraded to 'CC/DR6' from 'B'
     (BL: 13.25, LCR: 0.54);

  -- $3.0 million class B-2 downgraded to 'CC/DR6' from 'B'
     (BL: 12.81, LCR: 0.52);

Deal Summary
  -- Originators: Decision One Mortgage Comp LLC (22.9%), Home
     Loan Corporation (12.7%), HomeComings Financial Network, Inc.
     (26.0%)
  -- 60+ day Delinquency: 29.36%
  -- Realized Losses to date (% of Original Balance): 2.12%
  -- Expected Remaining Losses (% of Current balance): 24.49%
  -- Cumulative Expected Losses (% of Original Balance): 10.40%

RASC 2005-KS7
  -- $45.8 million class A-2 affirmed at 'AAA',
     (BL: 77.68, LCR: 3.01);

  -- $10.4 million class A-3 affirmed at 'AAA',
     (BL: 74.07, LCR: 2.87);

  -- $14.8 million class M-1 affirmed at 'AA+',
     (BL: 63.71, LCR: 2.47);

  -- $13.2 million class M-2 affirmed at 'AA+',
     (BL: 53.83, LCR: 2.09);

  -- $8.0 million class M-3 rated 'AA+', placed on Rating Watch
     Negative (BL: 48.56, LCR: 1.88);

  -- $7.4 million class M-4 downgraded to 'BBB' from 'AA'
     (BL: 43.36, LCR: 1.68);

  -- $6.8 million class M-5 downgraded to 'BBB' from 'AA-'
     (BL: 38.57, LCR: 1.5);

  -- $6.4 million class M-6 downgraded to 'BB' from 'A+'
     (BL: 33.98, LCR: 1.32);

  -- $5.8 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 29.72, LCR: 1.15);

  -- $5.0 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 20.93, LCR: 0.81);

  -- $4.6 million class M-9 downgraded to 'CC/DR5' from 'BB'
     (BL: 18.47, LCR: 0.72);

  -- $4.4 million class M-10 downgraded to 'CC/DR4' from 'BB'
     (BL: 16.94, LCR: 0.66);

Deal Summary
  -- Originators: Home Loan Corporation (16.3%), HomeComings
     Financial Network, Inc. (29.6%)
  -- 60+ day Delinquency: 30.61%
  -- Realized Losses to date (% of Original Balance): 1.71%
  -- Expected Remaining Losses (% of Current balance): 25.79%
  -- Cumulative Expected Losses (% of Original Balance): 11.05%

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 late 2005 with regard to continued poor loan performance
and home price weakness.


RITE AID: Compensation Panel Approves 2009 Bonus Plan
-----------------------------------------------------
The Compensation Committee of the Board of Directors of Rite Aid
Corp. approved the adoption of a 2009 Bonus Plan, a cash bonus
plan for executives.  For fiscal year 2009, the Board approved a
payout matrix for bonuses based on Rite Aid's attainment of
adjusted EBITDA (earnings, before interest, taxes, depreciation,
amortization and certain other adjustments) and customer
satisfaction targets.

The Board established target bonus levels for each participant
that are defined as a percentage of base pay.  Bonuses equal to a
multiple of a participant's target bonus will be paid based on
Rite Aid's achievement of the 2009 targets.  A separate bonus is
payable for achievement of the customer satisfaction targets as
well as the Adjusted EBITDA targets.  Approximately 80% of the
target bonus is payable upon satisfaction of the fiscal year 2009
Adjusted EBITDA targets and 20% of the target bonus is payable on
satisfaction of the fiscal year 2009 customer satisfaction
targets.

Bonus payments under the 2009 Bonus Plan increase as performance
levels increase between the minimum ($1.005 billion) and the
maximum ($1,105 million) Adjusted EBITDA targets and the minimum
(71%) and the maximum (80%) of customer satisfaction targets.  
Upon satisfaction of the minimum Adjusted EBITDA target
($1.005 billion), the participant will receive 50% of the Adjusted
EBITDA bonus target and upon satisfaction of the maximum Adjusted
EBITDA target ($1.105 billion), the participant will receive 200%
of the Adjusted EBITDA bonus target, with increases between the
minimum and maximum targets.  Upon satisfaction of the minimum
customer satisfaction target, the participant will receive 50% of
the customer service bonus target and upon satisfaction of the
maximum customer satisfaction target, the participant will receive
200% of the customer service bonus target, with increases between
the minimum and maximum targets.

On June 23, 2005, the Named Executive Officers and certain
corporate executive officers were awarded rights to a performance
cash award based upon reaching certain target levels of Adjusted
EBITDA for the combined three fiscal years of 2006, 2007 and 2008.  
On April 9, 2008, the Board of Directors of the company determined
that Rite Aid attained 94.8% of the combined Adjusted EBITDA
targets for the three year period and based upon the Companys
performance for this period, cash performance awards were made on
April 10, 2008, in these amounts to four of the executive officers
named in Rite Aids most recent proxy statement:

   * Mary Sammons (President, Chief Executive Officer and
     Chairman) $204,715,

   * James Mastrian (Special Advisor, Corporate Strategy) $91,440,

   * Kevin Twomey (Executive Vice President and Chief Financial
     Officer) $27,550 and

   * Jerry Mark deBruin (Executive Vice President, Pharmacy)    
     $31,219.

(The fifth executive officer named in Rite Aids most recent proxy
statement, Mark Panzer, terminated his employment prior to vesting
of this award.)

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain    
with more than 5,000 stores in 31 states and the District of
Columbia.

                          *     *     *

Rite Aid Corp. continues to carry Standard & Poor's Ratings
Services 'B' long-term foreign and local issuer credit ratings
which were placed on May 8, 2007.


SEARS HOLDINGS: BofA Won't Extend L/C Facility on Existing Terms
----------------------------------------------------------------
Sears Holdings Corporation received on April 14, 2008, a notice
from Bank of America, N.A., as Issuing Bank under a Letter of
Credit Agreement dated as of August 13, 2004, as amended, that it
would not agree to renew the LC Agreement under its existing
terms.

Sears Holdings and its affiliates Sears Roebuck Acceptance Corp.,
Sears, Roebuck and Co., and Kmart Corporation are parties to the
LC Agreement.

The current term of the LC Agreement, which is a 364-day secured
facility with a commitment amount of up to $1.0 billion, is
scheduled to end in July 2008.  At April 18, 2008, only $1.6
million in letters of credit were outstanding under the LC
Agreement, which provides solely for the issuance of letters of
credit and does not provide for direct borrowings.

Sears Holdings, in a regulatory filing with the Securities and
Exchange Commission, said substantially all of the company's
outstanding letters of credit are issued under its $4.0 billion,
five-year revolving credit facility, which expiring March 2010.  
The $4.0 billion facility has a $1.5 billion letter of credit
sublimit.

According to Sears Holdings, it maintained the BofA LC Agreement
as a facility to enable the company to cost-effectively issue
letters of credit when surplus cash is available to collateralize
the letters of credit.  As it is now using the $4.0 billion
revolver for substantially all its letter of credit needs, the
termination of the LC Agreement is not expected to have any effect
on Sears Holdings' liquidity.

Sears Holdings clarified that no early termination penalties or
fees would be incurred if the LC Agreement were to terminate at
the end of the current term.  The company is evaluating whether or
not it will replace the LC Agreement at this time.

                 About Sears Holdings Corporation

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- parent of Kmart  
Holding Corp. and Sears, Roebuck and Co., is a broadline retailer
with 2,317 full-line and 1,150 specialty retail stores in the
United States operating through Kmart and Sears and 380 full-line
and specialty retail stores in Canada operating through Sears
Canada Inc., a 70%-owned subsidiary.  Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including such well-known labels as Lands' End, Jaclyn
Smith and Joe Boxer, as well as the Apostrophe and Covington
brands.  It also has Martha Stewart Everyday products, which are
offered exclusively in the U.S. by Kmart and in Canada by Sears
Canada.

Kmart Corporation is a predecessor operating company of Kmart
Holding.  In January 2002, Kmart Corp. and 37 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the federal bankruptcy laws.  The Debtors emerged
from bankruptcy on May 6, 2003, pursuant to the terms of an
Amended Joint Plan of Reorganization.

Kmart completed its merger with Sears Roebuck on March 24, 2005.

                          *     *     *

Moody's Investor Service placed Sears Holdings Corporation's
probability of default rating at 'Ba1' in September 2006.  The
rating still hold to date with a stable outlook.


SHARPER IMAGE: Enters Into Premium Finance Agreement with AICCO
---------------------------------------------------------------
Sharper Image Corp. asks the U.S. Bankruptcy Court for the
District of Delaware to approve a Premium Finance Agreement it
entered with AICCO, Inc. to fund its workers compensation program.

Under the laws of the various states in which it operates, Sharper
Image Corp. required to maintain workers' compensation coverage
for its employees for claims arising from or related to their
employment.

To comply with the requirement, the Debtor maintained a Workers'
Compensation Program with Chubb/Federal Insurance Company from
April 1, 2007 through March 31, 2008.  Thereafter, the Debtor
renewed its Workers' Compensation Program with Chubb on April 1,
2008.  The new insurance policy with Chubb will expire on March
31, 2009.  The premium due under the New Policy is $724,897, and
the amount is due in full by May 15, 2008.

In light of the amount of the premium relative to the Debtor's
current budget and availability under its postpetition financing
facility, the Debtor believes that it would be advisable to
conserve its liquidity and finance the payment of the Premium
under a financing agreement with AICCO, Inc.

After arm's-length negotiations in which both parties discussed
the terms of the financing of the Premium, the Debtor and AICCO
determined to enter into a Premium Finance Agreement, disclosure
statement, and security agreement, pursuant to which AICCO has
agreed to finance a portion of the Premium payable by the Debtor
pursuant to the New Policy on a secured basis.  Furthermore, the
Debtor will finance $471,250 under the Financing Agreement.

Pursuant to terms of the Financing Agreement, the Debtor is
required to:

     (i) make a cash down payment of $253,646,

    (ii) pay interest on borrowings at an annual percentage rate
         of 5.25%,

   (iii) starting on May 1, 2008, repay the amount borrowed in
         seven equal monthly installments, each for $68,504, and

    (iv) pay AICCO a total finance charge of $8,238.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, relates that under the Financing
Agreement, the Debtor will grant AICCO a security interest in all
unearned or returned premiums and other amounts which may become
due to the Debtor in connection with the New Policy.  

The Debtor is unable to finance the payment of the Premium on an
unsecured basis, and AICCO is unwilling to provide financing
other than on a secured basis, Mr. Kortanek explains.

By this motion, the Debtor asks the Court to approve the financing
of the Premium pursuant to the terms of the Financing Agreement
with AICCO.

                   About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


SHARPER IMAGE: Agent Asks Court to Enforce Sales Protocol
---------------------------------------------------------
The Liquidating Agent for Sharper Image Corp. asks the U.S.
Bankruptcy Court for the District of Delaware for an order that
would allow it to execute Store Closing Sales Procedures at
Irvine, California, and Estero, Florida locations.

As reported by the Troubled Company Reporter on April 14, the
Court authorized Sharper Image to enter into a liquidation
agreement with a joint venture comprised of Hilco Merchant
Resources LLC and Gordon Brothers Retail Partners LLC.

Judge Kevin Gross approved the parties' Liquidation Agreement in
its entirety.  

      A full-text of the court-approved Store Closing Procedures
      is available for free at:

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

A full-text copy of the Liquidation Agreement is available for
free at:

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

The Court also approved the Debtor's Lease Rejection Procedures,
a full-text copy of which is available for free at:

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

                  Dispute Over Exterior Banners

Despite the Sale Order and the Store Closing Sales Procedures,
Irvine Company LLC has refused to allow the Liquidation Agent to
use an exterior banner at a store in Irvine, California.  
Similarly, Miromar Outlet West, LLC, also refused to allow the
Liquidation Agent to use an exterior banner at a store in Estero,
Florida.

The Liquidation Agent was informed that both landlords asserted
city permit issues as the purported basis for their refusal to
comply with the Sale Order.

Representing the Liquidation Agent, Van C. Durrer, II, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Los Angeles,
California, states that the Liquidation Agent's ability to
conduct the Store Closing Sales in compliance with the Sale Order
and the Store Closing Sales procedures is critical to maximizing
the value of the Debtor's estate for the benefit of creditors.

Accordingly, the Liquidating Agent asks the Court to direct
Irvine Company and Mir0mar to allow the use banners at the Irvine  
and Estero Locations in compliance with the Store Closing Sales
Procedures.

The Agent also asks both landlords to comply with the Court order
approving the liquidation agreement and store closing sales.

                       Miromar Objects

Miromar objects to the use of any exterior signage and banners at
the Estero Location since virtually all retail stores, including
the Debtor's premises, faces inward and not towards any adjoining
street, road or highway.  Furthermore, the Estero Location is a
non-roofed mall.

Leslie C. Heilman, Esq., at Ballard Spahr Andrews & Ingersoll,
LLP, in Wilmington, Delaware, relates that since the Estero
Location is an enclosed mall without roofs, it should not be
subjected to the use of exterior banners any more than enclosed
malls with roofs.  Moreover, in any shopping center where the
subject premises faces an interior area without a reasonable view
of a highway or street, the employment of exterior banners should
be prohibited as there is no compelling business reason for
allowing them in violation of the leases and Section 365(a)(3) of
the Bankruptcy Code.

Miromar also asserts that the use of an exterior banner at the
Center will violate the current county sign ordinance restricting
banners and will subject the Center's ownership to possible
citations from the local county authorities.

If ever the Court allows the use of an exterior banner at the
Estero Location, Miromar believes that the banner must be affixed
without drilling or otherwise penetrating either the facade of
Miromar's buildings or the roof of the building.  Moreover, the
facade of the Estero Location is painted stucco and, while
Miromar understands that if the Debtor is permitted to drill into
the facade of the building, the facade will need to be repaired
to the condition immediately prior to the drilling.  Miromar
asserts that the repairs will be costly and difficult, possibly
requiring the repainting of the entire building.

                   About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SHARPER IMAGE: Withdraws Motion Against Calif. Attorney General
---------------------------------------------------------------
Sharper Image Corp. withdraws its request for the U.S. Bankruptcy
Court for the District of Delaware to make a determination that
Margaret E. Reiter and Edmund G. Brown, Jr., the attorney general
of the State of California, have violated the automatic stay.

No reason for the withdrawal was disclosed.

As reported in the Troubled Company Reporter on March 11, 2008,
the Debtor asked the Court to make a determination that the
attorney general violated automatic stay by filing an Action
alleging violation of a state statute.

On behalf of Mr. Brown, Margaret E. Reiter, the supervising deputy
attorney general of the State of California, initiated an action
against the Debtor on March 5, 2008.  The Action, brought before
the Superior Court of California, County of Alameda alleges a
violation of California's gift certificate statute and seeks to
require the Debtor to honor pre-bankruptcy filing liabilities.

The Debtor had sought the Bankruptcy Court's authority to honor
its gift certificates and merchandise certificates only to the
extent that a customer seeking to redeem the certificates
purchases an item that costs double the value of the Gift
Certificate or Merchandise Certificate.  The Attorney General
opposes the modified certificate program.

                   About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SHARPER IMAGE: U.S. Trustee Objects to Hiring of Conway Del Genio
-----------------------------------------------------------------
Kelly Beaudin Stapleton, United States Trustee for Region 3,
objects to the request of Sharper Image Corp. to employ Conway,
Del Genio, Greis & Co., LLC, and Robert P. Conway.

Representing the U.S. Trustee, Joseph J. McMahon, Jr., Esq., at
the United States Department of Justice, in Wilmington, Delaware,
believes that the U.S. Bankruptcy Court for the District of
Delaware should deny the Debtor's application because it appears
that the Debtor is attempting to circumvent the application of
Section 327(a) of the Bankruptcy Code to Mr. Conway and CDG,
neither of whom are "disinterested person[s]" capable of
employment under that subsection.

                   About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Completes Sale of U.K., Ireland Operations to TEAM
-------------------------------------------------------------
SIRVA, Inc., announced on March 27, 2008, that it had completed
the sale of its moving services operations in the United Kingdom
and the Republic of Ireland to a company managed by the TEAM
Group, Europe's leading corporate international moving company
and a member of the Allied International moving network.

The sale includes Pickfords, the U.K.'s leading moving and
storage business, and Allied Pickford's international moving
services business in the U.K.  SIRVA's relocation operations in
the U.K. and Continental Europe are not part of the transaction
and the Company remains committed to a continued presence in the
relocation market in Europe.  SIRVA will also continue to own and
operate the Allied Pickfords business in Australia, New Zealand,
the Middle East and Asia, all of which remain a strong part of
the Allied Network.

The sale was approved by the U.S. Bankruptcy Court for the
Southern District of New York on March 21.

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


SIRVA INC: Court Lifts Stay on 360networks Panel's Preference Case
------------------------------------------------------------------
Judge James M. Peck approved a stipulation between Sirva Inc., its
debtor-affiliates and the Official Committee of Unsecured
Creditors in their Chapter 11 cases, and the Official Committee of
Unsecured Creditors of 360networks (USA) Inc., lifting the
automatic stay with respect to a preference action pending before
Judge Allan L. Gropper in the United States Bankruptcy Court.

In the Adversary Proceeding styled "The Official Committee of
Unsecured Creditors of 360networks (USA) Inc., et al. v. U.S.
Relocation Services, Inc., Adv. Pro. No. 03-03127 (ALG),"
360networks Committee seeks the return of $1,863,014 in
preferential transfers.

Judge Peck ruled that the Stipulation will enable both sides to
avoid the expense of litigation concerning the Stay and the
liquidation of 360networks Committee's Claim in Sirva's Chapter
11 Cases.

The parties had agreed that:

   -- the payments will be treated as made under any plan of
      reorganization;

   -- neither the Creditors' Committee nor any other creditor
      will be estopped from objecting to the confirmation of a
      Plan, by virtue of entry of the Prepetition Claims Order;

   -- certain Class 4 Claims, or a similar unimpaired class of
      unsecured creditors, will remain outstanding at the time
      of confirmation;

   -- the Debtors will not argue that payments made under the
      Prepetition Claims Order will render moot any confirmation
      objection by the Creditors' Committee or any creditor;

   -- the Debtors will not amend a Plan to eliminate Class 4
      without the consent of Creditors' Committee and the
      360networks Committee.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

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


SIRVA INC: OOIDA Wants to be Reclassified as Class 4 Claimants
--------------------------------------------------------------
The Owner Operator Independent Drivers Association Class asks the
U.S. Bankruptcy Court for the Southern District of New York to
issue an order entitling the Association to Class 4 Creditor
Treatment, in compliance with the classification criteria
contemplated in the Debtors' Prepackaged Joint Plan of
Reorganization.

The OOIDA Class -- composed of several owner-operator truck
drivers who have provided hauling and related services to the
Debtors -- is designated as Holders of Class 5 Claims, or
creditors "with whom the Debtors have ceased ongoing business
relationships" and are not entitled to any distribution under the
Plan.

Contrary to the Debtors' proposed treatment of the OOIDA Class,
the Debtors admit under the Plan that Owner-Operators are
indispensable partners in their operations, Daniel E. Cohen,
Esq., at The Cullen Law Firm, PLLC, in Washington, DC, maintains.

Mr. Cohen further relates that the OOIDA Class Claim for
$5,000,000 is based on a Settlement Agreement with the Debtors,
which is different from the claims of Class 5 creditors.  

The Settlement Agreement, Mr. Cohen relates, is with respect to,
among others, unauthorized deductions from compensation due to
the Class members' operating agreement with SIRVA, Inc., Allied
Van Lines, Inc., North American Van Lines, Inc., and Global Van
Lines, Inc.  The Settlement Agreement was approved by the United
States District Court for the Northern District of Illinois in
September 2007.

Accordingly, Debtors' proposed treatment of OOIDA Class as Class
5 Creditors violates Section 1122 of the Bankruptcy Code, which
allows a plan to "place a claim or interest in a particular class
only if [it] is substantially similar to other claims or
interests in [that] class," Mr. Cohen points out.

For these reasons, the OOIDA Class asks Judge Peck to direct the
Debtors to comply with their classification criteria under the
Plan, entitling the Class to full payment as Class 4 Creditors.


The Official Committee of Unsecured Creditors supports the
request of the OOIDA Class.  

Representing the Committee, Ilan D. Scharf, Esq., at Pachulski
Stang Ziehl & Jones LLP in New York, relates that the Committee
will file an objection to the confirmation of the Debtors'
proposed Plan.  He says that one of the grounds for objection
will be that the classification scheme of the Plan is arbitrary,
incomprehensible, and violates Sections 1122 and 1129 of the
Bankruptcy Code.

Mr. Scharf emphasizes that the OOIDA Motion reflects one of the
many instances where the Debtors' designation of the creditors
under Class 5 is at odds with the actual language of the Plan.  
Accordingly, the Committee joins in the OOIDA Motion, to the
extent that it is deemed to object to the Plan.

                         Debtors Object

The Debtors tell Judge James M. Peck that Section 1122(a)
authorizes the Debtors to classify the OOIDA Claim as a Class 5
Claim.  However, Classification is a confirmation issue, to be
addressed at the Plan Confirmation Hearing.  The Debtors assert
that addressing this issue at this time is patently premature.

Counsel for the Debtors, Marc Kieselstein, P.C., at Kirkland and
Ellis LLP, in Chicago, Illinois, argues that the OOIDA Class is
wasting the resources of the Court and the Debtors by demanding
resolution of the OOIDA Claim prior to the Confirmation Hearing.  
Moreover, the OOIDA Class seeks a free preview of the Debtors'
arguments in support of confirmation, and the Court's view on
those arguments.

According to Mr. Kieselstein, the Debtors have worked diligently
to respond to all discovery requested by the Committee and other
parties-in-interest, to facilitate thorough discovery on
classification, and other related issues.  For instance, Mr.
Kieselstein continues, the Debtors and their advisors expended a
significant amount of time, effort, and resources in preparing
the schedules and statements of financial affairs for 60 Debtor-
entities.  The Debtors had also negotiated an expedited discovery
schedule to ensure that all interested constituencies, including
the OOIDA Class, have sufficient discovery before the
Confirmation Hearing.

Mr. Kieselstein points out that the Debtors, along with other
stakeholders in their Chapter 11 cases, have continued to focus
on the Plan Confirmation.  The OOIDA Class' request is in direct
contrast to the Court's instruction, and is an unnecessary
distraction at this critical time, Mr. Kieselstein adds.
Accordingly, the OOIDA Motion should be denied, he says.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

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


SIRVA INC: Triple Net's Unsecured Claim Fixed at $2,021,546
-----------------------------------------------------------
On March 22, 1999, Debtor North American Van Lines, Inc., and
Triple Net Investments IX, LP, entered into a lease commencing on
November 10, 1999, for premises known as the NAVL-Boston
Facility, located in Devens, Massachusetts.  The Lease has a
15-year term that runs until November 30, 2014.

Pursuant to an order by the U.S. Bankruptcy Court for the Southern
District of New York authorizing Sirva Inc. and its debtor-
affiliates to reject unexpired leases of nonresidential real
property dated Feb. 26, 2008, the Debtors and Triple Net agreed to
a $10,218 allowed administrative claim, for postpetition rent for
February 2008.

According to the parties, the only amounts due and owing are for
damages for the remaining seven years under the Lease, as a
result of the Lease Rejection Order.  The parties have agreed
that:

   a. Triple Net's Claim is fixed, and allowed as a general
      unsecured claim for $2,021,546;

   b. Triple Net waives the right to modify or alter the amount,
      validity, or priority of the Claim, or to file additional
      claims; and

   c. Triple Net has the right, upon notice to Debtors' counsel
      and other parties-in-interest, to seek to modify the Claim
      to include attorney's fees, provided that the Debtors
      expressly reserve all rights to contest any modification
      of the Claim.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

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


SIX FLAGS: Attendance Grew 19% in 2008 First Quarter vs. 2007
-------------------------------------------------------------
Six Flags Inc. released Thursday its revenues, attendance and per
capita guest spending for the first quarter of 2008.  

Mark Shapiro, president and chief executive officer of Six Flags
Inc., stated: "Our first quarter performance confirms that a re-
energized Six Flags is clearly resonating with families in search
of high-quality entertainment that is affordable and close to
home."

Total revenues of approximately $68 million increased 35% over the
prior-year quarter, while total attendance grew by 19% to over
1.4 million.  Attendance was positively impacted by the timing of
Easter, which shifted from the second quarter in 2007 to the first
quarter in 2008.  First quarter results historically represent up
to approximately 5% of the company's full year attendance.

Revenues for the first quarter also reflected increases in per
capita guest spending, which grew $4.51 to $38.95, a 13% increase
over the per capita guest spending of $34.44 for the first quarter
of 2007.  Guest spending increases were across the board,
reflecting higher admissions, food and beverage, rentals, retail,
games, parking and other revenues.

"The increases we're witnessing in revenues per guest are a direct
result of the investments we've made and the improvements we're
delivering to our guests as part of the overall in-park
experience," noted Shapiro.

Revenue growth was also driven by sponsorship and international
fees, which increased $3.3 million to $11.1 million for the first
quarter.  This growth, combined with the increased guest spending,
resulted in a 13% increase in total revenue per capita to $47.11
in the current quarter from $41.51 in the first quarter of 2007.

Regarding the current state of the economy and its potential
impact on the upcoming season, Shapiro added: "With the cost of
airline tickets going up and the hassle and frustration of air
travel increasing, we believe Six Flags is well-positioned to be a
preferred entertainment option this summer."

                          PIERS Dividend

The company also announced that its Board of Directors decided not
to declare and pay a quarterly dividend on its outstanding
Preferred Income Equity Redeemable Securities ("PIERS") for the
quarter ending May 15, 2008, each such PIERS representing one one-
hundredth of a share of the company's 7-1/4% Convertible Preferred
Stock.

Under the terms of the PIERS, dividends are not required to be
paid currently and any unpaid dividends accumulate without
interest.  The Board's decision not to declare and pay the May 15,
2008 dividend does not violate any covenants under any of the
company's debt agreements.  The company's deficit in stockholders'
equity, the overall state of the credit markets and the fact that
unpaid dividends accumulate on an interest-free basis, were
factors that the Board considered in reaching its decision not to
declare and pay the quarterly dividend.  The Board will continue
to evaluate all facts and circumstances, including relevant legal
restrictions, prior to any future PIERS payments.

As it enters its core operating season, the company reiterated
that it has ample cash and liquidity to fund its current operating
needs and is comfortably in compliance with the one financial
covenant included in its $275 million revolving credit facility.

As of March 31, 2008, the company had approximately $13 million in
unrestricted cash and $131 million available on its $275 million
revolving credit facility.

                         About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional theme  
park company with 21 parks across the United States, Mexico and
Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.945 billion in total assets, $2.497 billion in total
liabilities, $415 million in redeemable minority interests, and
$285 million in mandatorily redeemable preferred stock, resulting
in a $252 million total stockholders' deficit.

                          *     *     *

To date Six Flags Inc. still carries Moody's Investors Service's
Caa1 corporate family rating assigned on Nov. 9, 2007.  Outlook is
Negative.


SOUTHWEST PRECISION: Files for Chapter 11 Protection
----------------------------------------------------
Southwest Precision Manufacturing filed for Chapter 11 protection
because of too much debt, The Wichita Eagle's Dan Voorhis reports.

In its bankruptcy filing, the company listed assets of between $1
million and $10 million.  It listed creditors claims of $780,000,  
Mr. Voorhis says, citing papers filed with the Court.

Headquartered in Wichita, Kansas, Southwest Precision
Manufacturing Inc. -- http://www.cncpumps.com/-- manufactures  
eight different pumps and Filtermatic 2000 used for precision
metal cutting.  The company was purchased in March 2006 by
Maintenance Services and Technologies owned by James Youngers.


SUGO! 44-5TH: Case Summary & Nine Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sugo! 44-5th, Inc.
        dba Sugo e Basilico
        545 Fifth Avenue
        New York, NY 10017

Bankruptcy Case No.: 08-11328

Type of Business: The Debtor owns and manages a restaurant.  See
                  http://www.sugoebasilico.com/

Chapter 11 Petition Date: April 11, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Kenneth M. Lewis, Esq.
                     (klewis@rosenpc.com)
                  Sanford P. Rosen & Associates, P.C.
                  747 Third Avenue
                  New York, NY 10017-2803
                  Tel: (212) 223-1100
                  Fax: (212) 223-1102
                  http://www.rosenpc.com/

Total Assets: $1,815,902

Total Debts:  $2,850,751

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Donovan & Giannuzzi, LLP       Professional fees     $120,000
261 Madison Ave.
New York, NY 10016
Tel: (212) 980-1900

535-545 Fee, LLC               Rent                  $42,697
535 5th Ave.
New York, NY 10017
Tel: (212) 697-6915

Global Arch, LLC               Professional fees     $12,385
Attn: Frank Choo
156 Fifth Ave., Penthouse 1
New York, NY 10010
Tel: (212) 924-5050

International Delights, LLC    Trade debt            $1,544

N.Y.S. Dept.of Taxation &      Sales and Use Tax     $6,500
Finance

Old Master Builders            Trade debt            $9,745

Con Edison                     Trade debt            $5,758

EJ Associates of New York,     Professional fees     $4,500
Ltd.

Tiffany Carting Corp.          Trade debt            $4,064

Baldor Specialty Foods, Inc.   Trade debt            $3,266

Sysco Food Services Metro      Trade debt            $2,333

Archetype Consultant, Inc.     Professional fees     $2,054

N.Y.C. Dept. of Health and                           $1,300
Mental Hygiene

Pisacane Mid-Town Corp.        Trade debt            $1,174
Seafood

The Village Voice              Trade debt            $1,315

Trio French Bakery             Trade debt            $1,107

PFG                            Trade debt            $1,000

Classic Coffee, Ltd.           Trade debt            $857

Liberty Paper Supply           Trade debt            $687


SUMMIT GLOBAL: Court Approves Examiner's Plea to Escrow Funds
-------------------------------------------------------------
The Hon. Donald Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey approved examiner Perry M. Mandarino's
request to have funds on the sale of Summit Global Logistics
Inc.'s assets earmarked, segregated and escrowed.

Pursuant to court documents, the proceeds are expected to
satisfy (i) fees and expenses of the professional advisors to the
examiner and (ii) the carve-out for funding the commencement and
prosecution of avoidance claims and other causes of action.

Judge Steckroth has set aside $228,000 carve-out for examiner's
fees and $50,000 carve-out for the litigation costs.  The
examiner's fee escrow will be placed temporarily in TriDec
Acquisition Co. Inc.'s attorney's trust account, while the
litigation costs carve-out will be held in the Lowenstein Sandler
PC's trust account.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
the Court directed the U.S. Trustee for Region 3 to appoint an
examiner to probe the $56.5 million sale deal with TriDec.  The
examiner was expected to evaluate whether the deal was "conducted
in a fair and open manner intended to maximize the value received
for the Debtors' assets."

Pursuant to an asset purchase agreement between the Debtors and
TriDec, Fortress Credit Corp. has expressed its willingness to
finance the acquisition.  The Court authorized the Debtors to
access up to $5 million in postpetiton financing from Fortress
Credit, as reported in the Troubled Company Reporter on March 28,
2008.

Mr. Mandarino is a senior managing director and partner of Traxi
LLC in New York.

                        About Summit Global

Based in East Rutherford, New Jersey, Summit Global Logistics Inc.
fdba Aeorbic Creations Inc. -- http://www.summitgl.com/-- offers   
a network of strategic logistics services, such as non-vessel
operating common carrier ocean services, overseas consolidation,
air freight forwarding, warehousing & distribution, cross-dock,
transload, customs brokerage and trucking.  The Company and its 17
affiliates filed for Chapter 11 protection on January 30, 2008
(Bankr. N.J. Case No. 08-11566).  Kenneth Rosen, Esq., at
Lowenstein Sandler, P.C., represents the Debtors in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this cases.  When the Debtor filed
for protection against their creditors, it list assets between
$50 million and $100 million and debts between $100 million and
$500 million.


SUNCO PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sunco Products, Inc.
        16039 Loukelton Street
        Industry, CA 91744

Bankruptcy Case No.: 08-14737

Type of Business: The Debtor produces recreational water
                  inflatable products.  See
                  http://www.sunco-products.com

Chapter 11 Petition Date: April 10, 2008

Court: Central District Of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Robert T. Kugler, Esq.
                  150 S. 5th St., Ste. 2300
                  Minneapolis, MN 55402
                  Tel: (612) 335-1500

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Gold Pleasure Industrial Co.   $1,615,485
Ltd.
7F, 1067 King's Road
Hong Kong

Alto                           $6,023
2867 Surveyor Street
Pomona, CA 91768

Unity Property Investments,    $4,700
Inc.
16039 Loukelton Street
Industry, CA 91744

FedEx                          $2,000

South Bay Distribution         $1,341

Netzel Associates Inc.         $1,093

EDI Express                    $1,055

Banghart-Corin & Associates    $769

Kahn & Comings, Inc.           $713

Man Fu Yeung                   $653

C.M.A. Inc.                    $647

Ronnie Yeung                   $462

Maan Yoong                     $399

Linda Lee Ying Cheung          $392

Primus                         $300

Anna L. Hernandez              $256

Gregory W. Crist               $248

Dot-Line Transportation        $162

Paychex                        $138

AT&T                           $70


THORNBURG MORTGAGE: Special Purpose Unit Defaults on $30MM Notes
----------------------------------------------------------------
Thornburg Mortgage Capital Resources, LLC, a bankruptcy remote,
special purpose indirect subsidiary of Thornburg Mortgage, Inc.,
on April 14, 2008, did not make payment on the final maturity date
of $300 million of short term notes due under Thornburg Mortgage
Capital Resources, LLC's commercial paper program, the company
disclosed in a regulatory filing with the Securities and Exchange
Commission.  The failure to make such payment constitutes a
program default by Thornburg Mortgage Capital Resources, LLC under
the commercial paper program.

The short term notes are collateralized by AAA-rated mortgage-
backed securities that are currently being liquidated by the
collateral agent for the commercial paper program.  The proceeds
from the liquidation of the mortgage-backed securities will be
used to pay the noteholders the outstanding balance on the short
term notes.  To the extent there are insufficient funds available
from the liquidation of the mortgage-backed securities, pursuant
to the program documents Thornburg Mortgage Capital Resources, LLC
will be liable for any balance due on the notes.

Thornburg Mortgage, Inc. is not a guarantor of the payments on the
short term notes and there is no contractual recourse to Thornburg
Mortgage, Inc. for the nonpayment of the short term notes.  The
commercial paper program was structured to make Thornburg Mortgage
Capital Resources, LLC bankruptcy remote from Thornburg Mortgage,
Inc.  The AAA-rated mortgage-backed securities purchased by
Thornburg Mortgage Capital Resources, LLC and any other assets of
Thornburg Mortgage Capital Resources, LLC are the source of
repayment of the notes when short term notes are not paid off at
maturity.

On April 15, 2008, a notice of program default was issued under
the commercial paper program.  The notice of program default
terminates, as of April 15, 2008, the Amended and Restated
Securities Sale and Contribution Agreement dated as of December
28, 2005, between Thornburg Mortgage Depositor, L.L.C. and
Thornburg Mortgage, Inc.  Thornburg Mortgage Depositor, L.L.C. is
a wholly owned subsidiary of Thornburg Mortgage, Inc.

The Amended and Restated Securities Sale and Contribution
Agreement provided for the sale of mortgage-backed securities from
Thornburg Mortgage, Inc. to Thornburg Mortgage Depositor, L.L.C.
as part of the commercial paper program.  Thornburg Mortgage, Inc.
will not incur any termination fees in connection with the
termination of this agreement.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family     
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 billion in total assets, $34.5 billion in total liabilities,
and $2.00 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


TOUSA INC: Period to Remove Civil Actions Extended to July 27
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
granted a request by TOUSA Inc. and its debtor-affiliates to
extend the time within which they may remove civil actions and
proceedings to which they are a party, through and including July
27, 2008.

The debtors are parties to numerous civil actions in the various
states in which they do business, Paul Steven Singerman, Esq., at
Berger Singerman, P.A., in Miami, Florida, informs the Court.  
These lawsuits are generally managed by the Debtors' separate
divisions and are being handled on behalf of the Debtors by a wide
variety of local and national law firms.

Section 1452 of the Judicial and Judiciary Procedures Code
provides for the removal of actions related to bankruptcy cases.  
It provides, in pertinent part, that a party may remove any claim
or cause of action in a civil action by a governmental unit to
enforce that governmental unit's police or regulatory power, to
the district court for the district where that civil action is
pending.

Rule 9027 of the Federal Rules of Bankruptcy Procedure sets forth
the time periods for the filing of notice to remove claims or
causes of action.  Specifically, Bankruptcy Rule 9027 provides
that:

   (i) if the claim or cause of action in a civil action is
       pending when a case under the Bankruptcy Code is
       commenced, a notice of removal may be filed only within
       the longest of (A) 90 days after the order for relief in
       the case under the Bankruptcy Code, (B) 30 days after
       entry of an order terminating a stay, if the claim or
       cause of action in a civil action has been stayed under
       Section 362 of the Bankruptcy Code, or (C) 30 days after a
       trustee qualifies in a chapter 11 reorganization case but
       not later than 180 days after the order for relief; and

  (ii) if a claim or cause of action is asserted in another court
       after the commencement of a case under the Bankruptcy
       Code, a notice of removal may be filed with the clerk only
       within the shorter of (A) 30 days after receipt, through
       service or otherwise, of a copy of the initial pleading
       setting forth the claim or cause of action sought to be
       removed, or (B) 30 days after a receipt of the summons if
       the initial pleading has been filed with the court but not
       served with the summons.

The time within which the Debtors may file a notice of removal of
pending civil actions under Bankruptcy Rule 9027(a) is originally
set for April 28, 2008.  When the Debtors asked the Court to
extend the time within which they may remove civil actions and
proceedings to which they are a party, Mr. Singerman stated that
the Debtors are continuing to review their files and records to
determine whether they should remove
certain claims or civil causes of action pending in state or
federal court to which they might be a party.

Because evaluation of the Civil Actions requires attention from
the Debtors' key personnel in each division and the Debtors' law
department, all of whom are actively involved in other key
aspects of the Debtors' reorganization efforts, the Debtors
require additional time to consider filing notices of removal in
the actions, Mr. Singerman told the Court.

The rights of any party to the Civil Actions will not be
prejudiced by an extension, Mr. Singerman asserted.  If the
Debtors ultimately seek to remove any action pursuant to
Bankruptcy Rule 9027, any party to the litigation can seek to
have the action remanded pursuant to Section 1452(b) of the
Bankruptcy Code, he elaborates.

                        About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.         
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TROPICANA ENT: S&P Chips Corp. Credit Ratings to CCC- from CCC
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Tropicana Entertainment LLC and its unrestricted subsidiary,
Tropicana Las Vegas Resort & Casino LLC.  The corporate credit
rating was lowered to 'CCC-' from 'CCC'.  While the ratings remain
on CreditWatch, Standard & Poor's has revised the CreditWatch
implications to negative from developing.
      
"The rating downgrade reflects our belief that there is an
increased likelihood that TELLC will face an acceleration of the
obligations under the indenture governing $960 million in senior
subordinated notes in the near term," explained Standard & Poor's
credit analyst Ben Bubeck.
     
Following a ruling in late-February 2008 by the Delaware Chancery
Court that TELLC is in default under section 4.06 of the notes
indenture due to the transfer of title to the Tropicana Casino in
Atlantic City, New Jersey to a conservator, the company had until
April 20, 2008 to cure the default.  On April 2, 2008, the New
Jersey Casino Control Commission denied the company's request to
return title of the Tropicana Casino in Atlantic City to its
unlicensed owner, which would have cured the default.  TELLC
recently announced a one-month forbearance agreement with
bondholders, effective April 15, 2008, to allow the company
to continue to attempt to renegotiate or restructure the terms of
the indenture with bondholders.
     
TELLC also has a one-year forbearance agreement in place with
lenders under its credit agreement, effective Dec. 12, 2007, and
is in the process of selling its properties in Atlantic City,
Evansville, Indiana, and Vicksburg, Mississippi to generate
proceeds to repay outstanding debt under the credit facility, as
required by this forbearance agreement.
     
Should TELLC's lenders under the credit agreement or bondholders
under the notes indenture accelerate payment, cross-default
provisions at the TLV term loan would be triggered.  S&P will
continue to monitor TELLC's progress in renegotiating with
bondholders and divesting assets to repay debt under its credit
facility.  However, S&P believe that there is high likelihood of a
financial restructuring in the near term.


UAL CORPORATION: Remains Open to Industry Consolidation
-------------------------------------------------------
Julie Johnsson of the Chicago Tribune reports that the merger
between Delta Air Lines Inc. and Northwest Airlines would allow
Continental Airlines and United Airlines to pursue a merger of
their own.

Two people briefed on the matter said that Continental Airlines
and United Airlines have already laid most of the groundwork for
a merger, and are prepared to move quickly to wrap up a deal if
ever the Delta-Northwest merger pushes through, says Reuters.

A person familiar with the talks also revealed that merging the
labor unions of United and Continental is not likely to present a
problem since extensive discussions have already been held
between the two sides, Ms. Johnsson reports.

Chris Walsh of the Rocky Mountain News notes that experts say a
merger with Continental is the best option for United, as the two
have complementary strengths, particularly when it comes to their
route networks.

According to The Australian, industry observers say both United
Airlines and American Airlines could do a merger that would make
them even larger than the proposed Delta-Northwest combination.  
The Australian's Melanie Trottman and Ann Keeton relate that
United has reportedly been in talks with Continental, and American
could make a counterbid for Northwest, or try to interest
Continental in a deal.

According to various reports, Gerard Arpey, CEO of American
Airlines, has said his company "may or may not participate in
consolidation" and that the company "will remain competitive
irrespective of any consolidation that occurs."

            United's Statement on Consolidation

"The industry has changed dramatically -- both globally and
domestically -- and the old paradigms no longer apply; the
current fuel and economic environment are only accelerating the
need for a different approach," UAL Corporation Chairman,
President and Chief Executive Glenn Tilton said in a statement.

"Consolidation is but one of the changes necessary to achieve
sustained profitability, and we have been fully supportive.  As
the industry evolves, we will take the actions we need to
strengthen our global competitiveness, and we will participate in
consolidation when and if it is the right choice and provides the
right benefits for employees, customers and shareholders," Mr.
Tilton added.

         UAL Union's Statement on Possible Consolidation

"United CEO Glenn Tilton's dream of finding a dance partner for
our airline appears, by most accounts, closer to becoming a
reality," said a statement issued by the Union Coalition at
United Airlines.

"Mr. Tilton and his executives need a reminder concerning any
merger or consolidation scenario that involves our airline.
Unlike bankruptcy, when Tilton and his minions exploited U.S.
Bankruptcy laws to squeeze every penny it could from its
employees, a merger would require United executives to address
employee concerns if it is to succeed.

"Mr. Tilton can no longer hide behind the robes of a bankruptcy
judge to get what he wants from labor.  Those days ended once
United exited bankruptcy.  Management now faces a group empowered
by unity and a common determination of regaining what was taken
from us under the guise of duress.  CEO Glenn Tilton and his
executives have helped themselves to millions of dollars of stock
options, bonuses, pay raises and dividends without any regard to
their employees or passengers.  Management's self-serving
approach to running this airline must end.

"We are firmly entrenched at the consolidation table.  The road
to any consolidation involving United Airlines must pass through
labor.  And traveling that road requires a hefty toll.

"United Airlines exists today only due to the sacrifices and
sweat equity the employees have invested, not from any heroic
efforts of Glenn Tilton and his executives.

"Today, their honeymoon is over.  It is now our turn to have a
say in the future and direction of our airline.  If the current
management at United expects our cooperation in any consolidation
or merger action, they must address our needs.  The Union
Coalition at United Airlines, representing unionized employees,
has had enough of Mr. Tilton and his executives lining their
pockets at the expense of their employees and of management's
lack of permanent interest in the company they pretend to serve.

"Together, we will reclaim our careers and our collective future.
The road toward a successful merger or consolidation involving
United Airlines goes through its unions.  Unless our concerns are
met; unless we are extended the respect we've earned and are
provided the future we so richly deserve, Mr.  Tilton's merger
dreams will remain just that."

The Union Coalition at United represents more than 48,900 United
employees.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 155
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/     
or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Fitch Ratings has affirmed the debt ratings of UAL Corp. and its
principal operating subsidiary United Airlines Inc.  UAL Corp.'s
Issuer Default Rating was affirmed at 'B-' while United Airlines
Inc.'s IDR was confirmed at 'B-'; and Secured bank credit facility
(term loan and revolving credit facility) at 'BB-/RR1'.  The
Rating Outlook for UAL and United has been revised to Stable
from Positive.


UAL CORPORATION: Kirkland & Ellis Has Custody of Restricted Files
-----------------------------------------------------------------
Under Rule 5005-4-D of the Local Rules of the United States
Bankruptcy Court for the Northern District of Illinois, the Clerk
of the Court must maintain sealed documents as restricted
documents for a period of 63 days following the closure of the
case in which the documents were filed.

At the end of the 63-day period, and so long as no appeal with
respect to the case is pending, the Bankruptcy Clerk is to place
the restricted documents in the public file, "[e]xcept where the
court orders otherwise in response to a request of a party," Erik
W. Chalut, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
notes.

The Reorganized Debtors relate that on Jan. 28, 2008, they
received notice from the Bankruptcy Clerk that it would release a
document -- Referenced Filing -- that was filed under seal in the
adversary proceeding UAL Corporation v. State Street Bank & Trust
Company et al., Case No. 03A61, to the public file unless an
order from the Court directs otherwise.

The Referenced Filing is not the only document filed in the
Reorganized Debtors' Chapter 11 cases and the related adversary
proceedings that is currently in the Court's restricted files,
Mr. Chalut says.  During the course of the Chapter 11
proceedings, parties filed more than 870 confidential documents
under seal, the majority of which remain restricted as of
March 18, 2008.

The Restricted Documents contain highly confidential and
commercially sensitive information regarding the Reorganized
Debtors' business operations, Mr. Chalut tells the Court.  
Disclosure of these to the public would harm the Restricted
Debtors by giving its competitors and its customers access to
highly confidential commercial or other information, he asserts.

Due to the sensitive nature of the Restricted Documents, these
should not be released into the public record now or at a later
time after closure of the relevant Chapter 11 Proceedings, Mr.
Chalut maintains.

The Reorganized Debtors anticipate that they will receive similar
notices from the Bankruptcy Clerk regarding the Restricted
Documents in the future unless there is a Court order directing
the disposition of the Restricted Documents.

At the Reorganized Debtors' behest, Judge Eugene R. Wedoff directs
the release of the Restricted Documents to the custody of Kirkland
& Ellis on the Reorganized Debtors' behalf.  Specifically:

     * With respect to the Restricted Documents filed in Chapter
       11 Proceedings that have satisfied the 5005-4-D
       Conditions, the Reorganized Debtors ask the Court to
       direct the Bankruptcy Clerk to release these documents to
       the possession of Kirkland & Ellis  as soon as
       practicable.

     * With respect to any Restricted Document filed in a Chapter
       11 Proceeding that has not satisfied the 5005-4-D
       Conditions, the Reorganized Debtors ask the Court that
       these documents be released to the possession of Kirkland
       & Ellis as soon as practicable after the relevant Chapter
       11 Proceeding has satisfied the 5005-4-D Conditions.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20,
2006.  The company emerged from bankruptcy protection on Feb. 1,
2006.  (United Airlines Bankruptcy News, Issue No. 155 Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Fitch Ratings has affirmed the debt ratings of UAL Corp. and its
principal operating subsidiary United Airlines Inc.  UAL Corp.'s
Issuer Default Rating was affirmed at 'B-' while United Airlines
Inc.'s IDR was confirmed at 'B-'; and Secured bank credit facility
(term loan and revolving credit facility) at 'BB-/RR1'.  The
Rating Outlook for UAL and United has been revised to Stable
from Positive.


UAL CORPORATION: March 2008 Status Report on Plan Consummation
--------------------------------------------------------------
Erik W. Chalut, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, reports that:

   * as of March 14, 2008, United has authorized the issuance of
     approximately 112,300,000 shares which represents
     approximately 97.6% of the 115,000,000 shares of new UAL
     common stock available to United's employees and creditors;

   * as of Feb. 29, 2008, approximately 101,000 shares have
     been distributed in connection with the Director Equity
     Incentive Plan of a total 175,000 shares available and
     approximately 9,300,000 shares have been distributed in
     connection with the Management Equity Incentive Plan of a
     total 9,825,000 shares available; and

   * as of March 14, 2008, United will have distributed
     approximately 26,200,000 shares of New UAL Common Stock to
     its employees' 401(k) plans.  Additionally, after monetizing
     2,100,000 shares to satisfy tax withholding obligations,
     employees and retirees will have received 4,200,000 net
     shares directly.

                        UMB Bank's Appeal

The Bankruptcy Court issued a ruling and a memorandum of decision
on the value of the secured claim of UMB Bank, NA on Aug. 24,
2007.

UMB filed a notice of appeal to the District Court on Sept. 4,
2007, while Regional Airports Improvement Corp. filed its  notice
of appeal on September 5.  The Debtors cross-appealed on the
issue of the court's calculation of the discount rate, on
Sept. 14, 2007.

The District Court consolidated the appeals on Nov. 6, 2007, and
established a coordinated briefing schedule.  Briefing in
connection with the appeal and cross appeal was completed March
20, 2008.

Judge Harry D. Leinenweber has not yet set a date for hearing or
ruling.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20,
2006.  The company emerged from bankruptcy protection on Feb. 1,
2006.  (United Airlines Bankruptcy News, Issue No. 155 Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Fitch Ratings has affirmed the debt ratings of UAL Corp. and its
principal operating subsidiary United Airlines Inc.  UAL Corp.'s
Issuer Default Rating was affirmed at 'B-' while United Airlines
Inc.'s IDR was confirmed at 'B-'; and Secured bank credit facility
(term loan and revolving credit facility) at 'BB-/RR1'.  The
Rating Outlook for UAL and United has been revised to Stable
from Positive.


WENDY'S INT'L: Drops Buyout Proposals of Trian Fund and Triarc Cos
------------------------------------------------------------------
Wendy's International Inc.'s destiny remains undetermined after
its board of directors turned down two buyout proposals
from Trian Fund Management LP and Triarc Cos., Janet Adamy of Wall
Street Journal reports.

According to WSJ, Wendy's board dismissed an offer by Triarc CEO
Nelson Peltz to combine Wendy's and Arby's chain, and another
offer from them to buy Wendy's for more than $900 million in cash
and stock.  The determination was disclosed in a letter to Wendy's
directors sent by Peter May, a top official with both entities,
WSJ states.

WSJ, citing Wendy's chairman James Pickett's letter, stated that
Mr. May misled shareholders by failing to state that the offer
price was significantly lower than the price agreed at.  Mr.
Pickett stated that the board committee has given "fair and
proper" consideration to every proposal it has received, WSJ
notes.

WSJ states that tight credit markets have made investors doubt
Wendy's being held for sale.  

According to WSJ, Triarc was one of the principal bidders for
Wendy's last year.  This past week's offer is a lot lower than
what Triarc originally indicated in July, when it stated its
willingness to pay $37 to $41 a share, or about $3.2 billion to
$3.6 billion, WSJ relates.

Some directors at Wendy's are getting wary about the board's
nearly year-long effort to sell, recapitalize or make some other
major change at the company to reward shareholders, WSJ states.
Several executives have also left Wendy's in previous months, WSJ
relates.

Wendy's management acknowledged that the waiting time has caused
the company's sales to slump as consumers have shifted to
competitors, McDonald's Corp. and Burger King Holdings Inc.

WSJ notes that Wendy's shares were up 18 cents at $25.28 at 4 p.m.
on April 18, in New York Stock Exchange composite trading.

                  About Wendy's International

Based in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- is one of the world's  
largest and most successful restaurant operating and franchising
companies, with more than 6,300 Wendy's Old Fashioned Hamburgers
restaurants in North America and more than 300 international
Wendy's restaurants.

At Dec. 30, 2007, the company's balance sheet showed total assets
of $1.79 billion, total liabilities of $0.99 billion, and total
shareholders' equity of $0.80 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2008,
Standard & Poor's Ratings Services said that Trian Partners'
announcement that it will try to increase its board representation
has no immediate impact on Wendy's International Inc.'s (BB-/Watch
Neg/--) ratings profile.


WESTLUND ENGINEERING: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Westlund Engineering, Inc.
        12400-44th Street North
        Clearwater, FL 33762

Bankruptcy Case No.: 08-05011

Type of Business: The Debtor designs and manufactures a variety of
                  custom packaging machinery.  See
                  http://www.westlundeng.com/

Chapter 11 Petition Date: April 11, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                     (Buddy@tampaesq.com)
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Total Assets: $1,236,746

Total Debts:  $1,286,990

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       taxes                 $115,383
Special Procedures Staff
400 W. Bay St., Stop 5720
Jacksonville, FL 32202

Right Packaging                commissions (sales    $33,312
2210 Goldsmith Lane Ste. 215   representative)
Louisville, KY 40218

Switchback Group               purchases             $30,600
P.O. Box 72539
Cleveland, OH 44192

Fidelity                       retirement/fund       $25,558

Advanta                        credit card           $23,498

Infinity                       purchases (critical   $21,331
                               vendor)

Econocorp                      purchases             $21,267

Matrix Machining               purchases             $20,193

Amerifactors                   purchases             $16,524

Bank of America                credit card           $14,980

State Board of Equalization    sales tax             $14,092

Adams Air                      purchases             $12,687

Motion Industries              purchases (critical   $11,780
                               vendor)

Diane Nelson, Pinellas         taxes                 $11,515

Rexel                          purchases (critical   $10,823
                               vendor)

A-A Electric                   purchases             $10,737

Florida Retail Fed.            insurance             $10,407

M-Pack Packaging               commissions           $10,392
                               (sales representative)

Control Techniques             purchases             $9,440

All-Fill                       purchases             $9,311


WESTMORELAND COAL: Completes 2006 and 2007 Financials Restatement
-----------------------------------------------------------------
Westmoreland Coal Company completed a restatement to correct
errors in the amounts recorded for the company's post-retirement
medical benefit obligations and related expenses, its stock-based
compensation expense and its state income taxes.  The company has
filed its third quarter 2007 financial results which had been
delayed pending completion of the restatement process.  

The company has also filed the second amendment to its 2006 Annual
Report on Form 10-K with the Securities and Exchange Commission to
restate its consolidated financial statements as of Dec. 31, 2006,
and 2005 and for the years ended Dec. 31, 2006, 2005 and 2004, and
selected financial information for the years 2002 to 2006.  
Amended Forms 10-Q for the first and second quarters of 2007 were
also filed.

"The restatement delayed the finalization of our third quarter
financial results and we are pleased that we have now completed
all of those restated reports," Keith E. Alessi, president and
CEO, commented.  "We can now complete our Form 10-K for 2007 and
have it filed no later than the end of March, which is within the
available extension period for that filing.  We are in a more
favorable position to complete a refinancing of our Westmoreland
Mining LLC subsidiary."

"A new debt structure that better matches debt payments with cash
flows, provides funds for capital investments and provides
additional liquidity and flexibility to the company is our highest
priority." Mr. Alessi continued.  

"Based on results of the refinancing activities, the company will
evaluate the need to raise additional capital in the future, which
could take the form of a rights offering, and in connection with
such evaluation, it has elected to withdraw the registration
statement previously filed with the SEC in connection with the
rights offering approved by shareholders in August 2007," stated
Mr. Alessi.

"We have also reported two very significant transactions: a
$15 million financing with our largest shareholder, and the
refinancing of our wholly-owned Roanoke Valley Energy Project,
Units I and II, ...," Mr. Alessi added.  "All of these initiatives
are intended to work in concert to place Westmoreland on a more
solid financial footing."

The company also closed the ROVA power project refinancing.  The
company received a $5.0 million cash distribution as part of the
refinancing.  The new financing arrangement with Prudential
Capital Group optimizes the debt structure of the project,
consolidates the 2006 acquisition debt into the ROVA project debt,
eliminates the need for ROVA to renew approximately $37 million in
letters of credit and significantly reduces associated cash
collateral requirements.

                      2006 Restated Results

The company identified two groups of 198 individuals that were
omitted from the census data used by its actuaries to calculate
the company's liability for two of its postretirement medical
benefit plans.  The errors were discovered by the company's
actuaries and management during a review of one of the company's
post-retirement plans.

In connection with the company's subsequent comprehensive review
of the census data for all of its postretirement benefit plans,
the company determined that it had omitted 33 additional
participants in other of its postretirement medical benefit plans.

With this restatement, the company has now included in its post-
retirement medical benefit liability an actuarially determined
obligation for 231 additional former employees, bringing the total
population included in the obligation to approximately 3,250.

The company also identified an error in the calculation of its
stock-based compensation expense and an offsetting error in its
calculation of its state income taxes.

These errors resulted in an understatement of the company's net
loss of $5.1 million, $4.3 million, and $3.9 million for the years
ending Dec. 31, 2006, 2005, and 2004, and an understatement of the
company's liability for postretirement medical costs of
$59.7 million and $20.0 million at Dec. 31, 2006 and 2005.

The restatement adjustments had no effect on the cash flows of the
company for any of the periods presented.

           First and Second Quarter 2007 Restated Results

The company has also restated results for the first and second
quarters of 2007 to reflect correction of these errors, well as
for an error in cost of sales in the calculation of coal reserve
lease royalties.  These errors resulted in:

   -- an overstatement of the company's net income of $1.5 million
      and $1.3 million for the three months ending March 31, 2007,
      and 2006;

   -- an overstatement of the company's net loss of $1.2 million
      for the three months ending June 30, 2007;

   -- an understatement of the company's net loss of $1.3 million
      for the three months ending June 30, 2006, and

   -- an understatement of the company's liability for post-
      retirement medical costs of $60.8 million and $62.0 million
      at March 31, 2007, and June 30, 2007.

Net income applicable to common shareholders was $7.4 million for
the first quarter of 2007 which included a gain of $5.6 million
from the sale of a royalty interest and the benefit from a
$6.4 million settlement with the Combined Benefit Fund.

This compares to net income of $4.1 million for the comparable
period in 2006 which included a gain of $5.1 million from the sale
of the company's coal bed methane mineral interests.  Net loss
applicable to common shareholders was $11.3 million for the second
quarter of 2007 compared to a net loss of $5.2 million for the
comparable period in 2006.

                    Third Quarter 2007 Results

Net loss applicable to common shareholders was $7.4 million for
the quarter ended Sept. 30, 2007, compared to $2.6 million for the
quarter ended Sept. 30, 2006.  The third quarter results included:

   -- a $4.3 million increase in its coal segment's cost of sales
      driven by increases in operating and maintenance costs due
      to unusual rainfall, transition costs related to the
      termination of the contract operator at the Absaloka Mine
      and dragline repairs at that mine; and

   -- a $1.1 million write-off of inventory made obsolete as a
      result of equipment retired in connection with the company's
      Jewett Mine's new sales agreement and related new mining
      equipment plan.

   -- a $1.7 million restructuring charge and $1.1 million in
      increased depreciation, depletion and amortization related
      to increases in capital expenditures and capital leases for
      equipment at its mines.

These increases were offset by a $0.8 million reduction in selling
and administrative costs as result of reduced labor costs related
to its restructuring plan and a $1.0 million reduction in interest
expense.

                 About Westmoreland Coal Company

Based in Colorado Springs, Colorado, Westmoreland Coal Company
(AMEX: WLB) -- http://www.westmoreland.com/-- is an independent   
coal company in the United States and a developer of independent
power projects.  The company's coal operations include coal mining
in the Powder River Basin in Montana and lignite mining operations
in Montana, North Dakota and Texas.  Its power operations include
ownership and operation of the two-unit ROVA coal-fired power
plant in North Carolina, an interest in a natural gas-fired power
plant in Colorado, and the operation of four power plants in
Virginia.

As reported in the Troubled Company Reporter on March 25, 2008,
Westmoreland Coal Company's consolidated balance sheet at
Sept. 30, 2007, showed $757.8 million in total assets and
$942.1 million in total liabilities, resulting in a $184.3 million
total stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $115.2 million in total current
assets available to pay $200.7 million in total current
liabilities.

The company reported a net loss of $7.0 million on revenues of
$130.2 million for the third quarter ended Sept. 30, 2007,
compared with a net loss of $2.0 million on revenues of
$129.7 million in the same period in 2006.


WILL PERRY: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Will Clay Perry
        1634 Overland Pass
        Sugar Land, TX 77478

Bankruptcy Case No.: 08-32362

Chapter 11 Petition Date: April 11, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Matthew Brian Probus, Esq.
                     (mattpro@alltel.net)
                  Wauson & Associates, P.C.
                  One Sugar Creek Ctr. Blvd., Ste. 880
                  Sugar Land, TX 77478
                  Tel: (281) 242-0303
                  Fax: (281) 242-0306

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Preferred Bank                 note                  $1,387,500
8710 Stella Link
Houston, TX 77025

Flagship Mezzanine Funding, LP litigation            $1,100,000
Attn: Cynthia Moulton
800 Taft Street
Houston, TX 77019

One Sugar Lakes Professional   lease liability       $650,664
Centre Partners, LP
4660 Sweetwater Blvd.,
Ste. 300
Sugar Land, TX 77479

CBC Holdings, LP               lease liability       $414,630
10101 S.W. Fwy., Ste. 500
Houston, TX 77074

Roger Aurora                   contract              $380,000
8 Elliot Way
Sugar Land, TX 77479

American Express               credit cards          $213,524

Parkway Properties, LP         lease liability       $185,274

Mandy Ramirez                  Title VII claims      $175,000

Amegy Bank, NA                 loan                  $172,006

Compass Bank Visa              credit line           $118,814

Locke, Lord, Bissell &         fees                  $100,000
Liddell, LLP

Costa Bajjali                  contract              $97,000

David Randolph                 contract              $75,000

Reagan Tielke                  contract              $75,000

Bank of America                credit card           $54,919

Ford Motor Credit              note                  $52,736

Duane Iselt                    contract              $50,000

Homevestors                    contract              $50,000

McGlinchey Stafford, LLC       fees                  $40,000


ZIFF DAVIS: Committee Seeks to Retain Cohen Tauber as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Ziff Davis Media
Inc. and its debtor-affiliates seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Cohen Tauber Spievack & Wagner PC as special conflicts counsel,
nunc pro tunc to the Debtors' bankruptcy filing.

The Committee intends to let Cohen Tauber address issues that
O'Melveny & Meyers LLP, the Committee's primary counsel, may be
unable to become involved in as a result of a conflict or
potential conflict of interest, Dan Pevonka, senior credit
manager of RR Donnelley & Sons Company, the Committee's co-
chairman, tells the Court.

According to Mr. Pevonka, the Committee believes that Cohen
Tauber possesses extensive knowledge and expertise in the areas
of law relevant to Chapter 11 cases, and that Cohen Tauber is
well qualified to represent the Committee.

Cohen Tauber has been employed in other bankruptcy cases as
special conflicts counsel, including Fortunoff Fine Jewelry and
Silverware LLC and Galey & Lord, Inc.

As special conflicts counsel, Cohen Tauber's primary
responsibilities will be:

   (a) the investigation and review of the liens and claims held
       by the Debtors' secured lenders, and

   (b) any other matters that may arise upon direction of the
       Committee.

Mr. Pevonka tells the Court that Cohen Tauber intends to work
closely with the other professionals retained by the Committee,
to ensure that there is no duplication of services rendered or
charged to the Debtors' estates.

The Debtors will compensate Cohen Tauber for its legal services
at its customary hourly rates, and reimburse its actual,
reasonable and necessary out-of-pocket expenses.  The firm's
hourly rates are:

   Professional             Hourly Rate
   ------------             -----------
   Partner/Counsel         $475 to $545
   Associate               $275 to $350
   Paralegal               $125 to $195

Mr. Pevonka says that to the best of the Committee's knowledge,
Cohen Tauber's shareholders and associates have no connection
with the Debtors or their secured lenders.

Joseph M. Vann, Esq., a shareholder of Cohen Tauber, assures the
Court that his firm is a "disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).
  
                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated      
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 7, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor   
215/945-7000)


ZIFF DAVIS: Will Have Enough Cash to Fund Biz & Case, Counsel Says
------------------------------------------------------------------
Daniel J. McGuire, Esq., at Winston & Strawn LLP, in New York,
counsel for Ziff Davis Media Inc. and its debtor-affiliates,
informed the U.S. Bankruptcy Court for the District of New York at
a March 27 hearing that the $17,000,000 belonging to senior
noteholders, in addition to the cash generated by ongoing
operations, would be sufficient for the Debtors to continue their
business and fuel their Chapter 11 case, including making payments
to professionals on a monthly basis.

Mr. McGuire explained to Court that they will be both using cash
from their regular business operations and their noteholders'
cash collateral.  "It's not DIP financing, we are adding on, we
are using cash that would otherwise go to these creditors who in
the end are going to take cash and equity in this company, and
therefore it's much like an SPM carveout in that it's just
reducing their cash to the extent that these amounts are paid,
and they have no objection to our use of their cash to do so.

In support of the Debtors' request to use the Cash Collateral,
Mark Moyer, the chief restructuring officer of the Debtors, said
that Ziff Davis Media, Inc., and its affiliated debtors had about
$75,000,000 to $77,000,000 of total revenue and had positive
earnings before interest, taxes, depreciation and amortization
(EBIDTDA) of approximately $10,000,000.  "But those numbers are
subject, your Honor, to final audit because there was a
discontinued operation called the enterprise division that was
sold in July of 2007," Mr. McGuire told the Court in his
discussion on the the Debtors' 6-Month Cash Collateral Budget.

"But even the continuing operations, in other words the Ziff
Davis Media that is here before your Honor today, without taking
into account discontinued operations, had positive EBITDA.  And
the positive EBITDA means that our earnings before paying
interest were positive.  Our revenue was sufficient to cover our
cash expenses, our payroll, our employee wages, our rent, our
overhead, et cetera."

Mr. McGuire said that the the Debtors have $10,000,000 to
$15,000,000 of unsecured trade debt.  "But most of that debt was
debt that was occurred, incurred and due and payable in the
ordinary course of business," he pointed out.  

"It wasn't debt that accrued through cash losing operations    
over the last several months," Mr. McGuire said.  He cited that
The biggest claim, representing almost a third of the total
claims, is R.H. Donnelley, who publishes the company's magazines,
and currently a member of the Official Committee of Unsecured
Creditors.

"Our revenues are driven from circulation.  Subscribers are
paying for magazines that we print, actual print media, we also
get advertising revenues from that actual print media from people
that run ads in the magazines, Mr. McGuire said.  "And we also
get revenue from online and digital advertising, and that is the
bulk of our 75 million dollars of continuing operational
revenue."

According to Mr. McGuire, the Debtors project $4,000,000 of
positive EBITDA for this six month budget period.  However, he
cited a number of expenses, which are unique to the bankruptcy
case, which led the Debtors to use cash collateral of the senior
noteholders:

    -- professional fees,
    -- adequate assurance to utilities, and
    -- Chapter 11 and U.S. Trustee fees.

Mr. McGuire said that expenses that are paid out of EBITDA
include capital expenditures in terms of software, hardware and
computer equipment.  The company, he says, doesn't pay taxes in
terms of income taxes because it has generated losses from a tax
standpoint over the years.

Mr. McGuire notes that, pursuant to the Budget, the Debtors will
retain $7,500,000 in the Segregated Account.  "And that 7 and a
half million dollars would be available to the debtors upon
emergence to have cash to fund post Chapter 11 operations in the
event that the capital markets had not loosened up and we were
not able to obtain an exit facility," he said.

At the hearing, Michael J. Sage, Esq., at O'Melveny & Myers LLP
in New York, on behalf of the Committee, reiterated his client's
objections on the payment, prior to the end of its challenge
period, of $95,000,000 in cash from the Enterprise proceeds to
pay part of the $245,000,000 of debt owed to senior secured
lenders.  The Committee has 60 days to challenge the validity and
enforceability of the liens and claims, of the senior
noteholders.

The Committee opposed to payment to senior noteholders prior to
the challenge period.  According to Mr. Sage, "There's nothing in
the record about whether these funds have the ability to repay
the money if necessary.  We are in an area right now where
institutions disappear over night or get bought out over night;
I'm not casting any dispersions on any of their clients or their
abilities, but we just don't know.  And it's our view that paying
that money during this period is inappropriate."

Brian Hermann from Paul, Weiss on behalf of the group of senior
secured note holders, in response, told the Court that the
proceeds from the Enterprise sale belongs to the Noteholders.  
"This proceeds should have been distributed to us in July of
2007," Mr. Hermann said, citing the indentures and the
subordinated noteholders' documents.  He notes that the senior
noteholders have already agreed to provide $17,000,000 for the
Debtors' Chapter 11 expenses.

Mr. Hermann also said that the senior noteholders are willing to
set aside $3,000,000 to $5,000,000 for trade creditors, so that,
to the extent the senior noteholders' liens turn out to be
invalid, pro rata payments would be made to these unsecured
creditors.  However, he points out, that regardless, the
subordinated noteholders don't get anything, pursuant to the
subordination documents.  He added that a $5,000,000 holdback
would be appropriate, with the assumption that non-subordinated
trade claims would not exceed $15,000,000 -- equal to 5% of total
allowable unsecured claims of $260,000,000 (to the extend that
the senior noteholders are determined to be unsecured).

Following in depth discussions at the hearing, the Court ruled in
favor of the Debtors and the senior noteholders.  "Ownership of
the collateral may be an issue and maybe it can be challenged,
but that matter is being resolved in a way that prevents this
estate from being burdened additionally by the prospect of
negative arbitrage.  So the payment over now does stop some
rather expensive ongoing challenge or charge to the estate.  In
short, there's very little shown that the secured group is not
entitled to that which they are willing to accept under the
circumstances here."

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated      
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq., at Winston & Strawn, LLP, represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors has been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 7, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor   
215/945-7000)


* Moody's Reports Negative Outlook on Asset Management Industry
---------------------------------------------------------------
In a new report, Moody's Investors Service says that both the weak
performance of global equity markets and the risk of poor asset
flows have led to a negative outlook for the asset management
industry.  The negative outlook expresses Moody's expectations for
the fundamental credit conditions in the asset management industry
over the next 12 to 18 months.

Moody's Vice President Senior Credit Officer Matthew Noll, the
report's author, explains that "our negative outlook reflects a
presumption that most global equity indexes will remain down
between 10% and 20% from levels seen at the end of third quarter
of 2007.  The market contraction is reducing many firms' assets
under management, which is the primary determinant of a company's
revenues and earnings."

"Furthermore," the analyst says, "widespread general concerns with
capital markets, as well as the likelihood of a recessionary
economic environment are weakening flows into equity and bond
funds."

Moody's report discusses the outlook and trends for traditional
asset management firms that provide fund products and investment
services to retail, high-net-worth, and institutional investors.   
The report also addresses the influences of alternative investment
management firms on the industry.

"Assets in money market funds have risen nearly 45% over the past
twelve months ending March 31 as investors have sought safety,"
Mr. Noll adds.  The report notes that in the last major market
correction of 2000-02, net flows into long-term retail funds held
up reasonably well, but that "this time, broad market retail flows
are notably weaker than the last major equity market correction."

Other challenges for the industry that the report notes include
competition from Exchange Traded Funds, alternative investment
funds such as hedge funds, and annuity providers, as well as risks
from fee erosion and managing distribution expenses.  Mr. Noll
states that "a few asset management firms will also continue to be
pressured by downgraded or defaulted asset-backed commercial paper
or medium-term notes issued by structured investment vehicles that
remains in constant NAV money market funds and certain enhanced
cash funds."  The report adds that other asset management firms
will be contending with the frozen market for auction rate
securities that are issued by leveraged closed-end funds.

Moody's report also highlights several positive longer-term trends
for asset managers.  Business prospects should be bolstered by
good demand for savings and retirement solutions for the world's
aging populations and by a growing need for investment products in
developing markets.  Sovereign wealth funds may also be a
potential source of new mandates for select managers.

According to Mr. Noll, "it is unlikely that weak markets alone
will be enough to create rating pressure for most firms, whose
ratings already incorporate anticipated market volatility, unless
the equity market indexes are down 20% or more relative to the
levels seen at the end of Q3 2007."  He adds that, "we will be
watching asset flows carefully over the coming quarters -- firms
that avoid significant net redemptions will be more likely to be
resilient to rating pressure."


* Moody's Provides Update on Corporate Default Rate Outlook
-----------------------------------------------------------
Several factors unique to the current corporate credit environment
suggest that corporate default rates may not increase as rapidly
in 2008 as being forecasted by Moody's Investors Service's formal
forecasting model.  While the model, Moody's Credit Transition
Model, is currently forecasting a 5% global speculative-grade
default rate by year-end 2008, Moody's believes it more likely
that the default rate will end 2008 in the 3-4% range, still up
sharply from its current level of 1.5%.

With 15 defaulters in the first quarter of 2008, the current 5%
forecast at year-end 2008 by Moody's Credit Transition Model
implies approximately 90 additional defaulters by year end, or
approximately 10 per month on average.

"Because of several factors, a downside scenario of 6-8 defaults
per month yielding a rate in the 3-4% range is more likely than an
upside scenario," says Moody's Senior Vice President Kenneth Emery
in a newly published report.

Moody's expects continued upward pressure on default rates in
2009, as refunding risks increase and as balance sheets grow more
stressed, with the magnitude of further increases in default rates
in 2009 depending in large part on the strength of the US economy
next year.

Over the near term, however, Moody's says refunding risks are
relatively low, and the balance sheets of U.S. non-financial
corporations appear in good condition relative to their condition
entering past recessions.

Another consideration for fewer-than-projected defaults is that
the currently high spreads on speculative-grade debt, a major
factor in the credit transition model's predictions, may reflect
investor concerns beyond increased defaults.

"In contrast to previous credit crises, the current credit market
dislocations did not originate from the non-financial corporate
sector," says Emery.  "As a result recent increases in high-yield
bond spreads may more proportionally reflect increases in
liquidity and risk premiums, rather than increases in expected
corporate credit losses."


* S&P Lowers Ratings on 41 Classes from Six RMBS 2006 Transactions
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 41
classes from six residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006.  At the same time, S&P removed six of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 10 classes from five RMBS transactions
backed by U.S. subprime loans, one of which S&P removed from
CreditWatch negative.  All of the ratings coming off CreditWatch
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.  As announced in
S&P Provides Projected Losses For U.S. RMBS Affected By Jan. 30,
2008, Rating Actions, published Feb. 4, 2008, on RatingsDirect,
S&P calculated its projected deal-specific losses utilizing
2006 subprime default curves, as described in Standard & Poor's
Revised Default And Loss Curves For U.S. Subprime RMBS, which S&P
published Oct. 19, 2007, on RatingsDirect.  Due to current market
conditions, S&P are 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 are 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 our cash flow stresses to account for
potential increases in monthly losses.  In order to maintain a
rating higher than 'B', a class had to absorb losses in excess of
the base case assumption S&P assumed in its analysis.  For
example, a class may have to withstand 115% of S&P's base case
loss assumption in order to maintain a 'BB' rating, while a
different class may have to withstand 125% of S&P's base case loss
assumption to maintain a 'BBB' rating.  Each class that has an
affirmed 'AAA' rating can withstand approximately 150% of S&P's
base case loss assumptions under its analysis, subject to
individual caps assumed on specific transactions.  S&P determined
the caps by limiting the amount of remaining defaults to 90% of
the current pool balances.
     
A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.
     
To date, including the classes and actions on both publicly and
confidentially rated classes, S&P have resolved the CreditWatch
placements of the ratings on 1,888 classes from 330 U.S. RMBS
subprime transactions from the 2006 and 2007 vintages.  Currently,
S&P's ratings on 1,282 classes from 192 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

                        GSAMP Trust 2006-HE2

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
  2006-HE2          M-5        362334LN2     BBB            AA
  2006-HE2          B-1        362334LU6     BB             BBB
  2006-HE2          B-5        362334LY8     CC             CCC

                HSI Asset Securitization Corp. Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
  2006-HE1          I-A        44328AAA8     BB             AAA
  2006-HE1          II-A-3     44328AAD2     BBB            AAA
  2006-HE1          II-A-4     44328AAE0     BB             AAA
  2006-HE1          II-A-5     44328AAF7     A              AAA
  2006-HE1          M1         44328AAG5     B              AA+
  2006-HE1          M2         44328AAH3     CCC            AA+
  2006-HE1          M3         44328AAJ9     CCC            AA
  2006-HE1          M4         44328AAK6     CCC            AA-
  2006-HE1          M5         44328AAL4     CCC            A+
  2006-HE1          M6         44328AAM2     CCC            A
  2006-HE1          M7         44328AAN0     CCC            A-
  2006-HE1          M8         44328AAP5     CC             BBB-
  2006-HE1          M9         44328AAQ3     CC             B+
  2006-HE1          M10        44328AAR1     CC             CCC
  2006-HE2          I-A        44328BAB4     BB             AAA
  2006-HE2          II-A-3     44328BAE8     BB+            AAA
  2006-HE2          II-A-4     44328BAF5     BB             AAA
  2006-HE2          M-1        44328BAG3     B              AA+
  2006-HE2          M-2        44328BAH1     CCC            AA+
  2006-HE2          M-3        44328BAJ7     CCC            AA
  2006-HE2          M-4        44328BAK4     CCC            AA
  2006-HE2          M-5        44328BAL2     CCC            AA-
  2006-HE2          M-6        44328BAM0     CCC            A+
  2006-HE2          M-7        44328BAN8     CC             A-
  2006-HE2          M-8        44328BAP3     CC             BBB+
  2006-HE2          M-9        44328BAQ1     CC             BBB-
  2006-HE2          M-10       44328BAR9     CC             B

                          RASC 2006-KS8

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
  2006-KS8          A-4        74924RAD0     A              AAA
  2006-KS8          M-1        74924RAE8     BB             AA+
  2006-KS8          M-4        74924RAH1     CCC            B
  2006-KS8          M-8        74924RAM0     CC             CCC
  2006-KS8          M-9        74924RAN8     CC             CCC

       Ratings Lowered and Removed from Creditwatch Negative

             First Franklin Mortgage Loan Trust 2006-FF2

                                               Rating
                                               ------
  Transaction       Class      CUSIP       To           From
  -----------       -----      -----       --           ----
  2006-FF2            M1         32027NA43   BB      AA/Watch Neg
  2006-FF2            M2         32027NA50   B       AA-/Watch Neg

                       GSAMP Trust   2006-HE2

                                              Rating
                                              ------
  Transaction       Class      CUSIP       To          From
  -----------       -----      -----       --          ----
  2006-HE2          M-6        362334LP7   BB+       AA-/Watch Neg

                           RASC   2006-KS8

                                               Rating
                                               ------
  Transaction       Class      CUSIP       To          From
  -----------       -----      -----       --          ----
  2006-KS8          M-2        74924RAF5   B       AA/Watch Neg
  2006-KS8          M-3        74924RAG3   CCC     AA-/Watch Neg

                  Soundview Home Loan Trust   2006-2

                                                Rating
                                                ------
  Transaction       Class      CUSIP       To           From
  -----------       -----      -----       --           ----
  2006-2            M-4        83611MNL8   BBB      AA-/Watch Neg

       Rating Affirmed and Removed from Creditwatch Negative

                 Soundview Home Loan Trust 2006-2

                                                Rating
                                                ------
  Transaction       Class      CUSIP         To        From
  -----------       -----      -----         --        ----
  2006-2            M-3        83611MNK0     AA     AA/Watch Neg

                         Ratings Affirmed

                       GSAMP Trust 2006-HE2

       Transaction         Class      CUSIP         Rating
       -----------         -----      -----         ------
       2006-HE2            B-2        362334LV4     B

               HSI Asset Securitization Corp. Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2006-HE1            II-A-1     44328AAB6     AAA
        2006-HE1            II-A-2     44328AAC4     AAA
        2006-HE2            A-IO       44328BAA6     AAA
        2006-HE2            II-A-1     44328BAC2     AAA
        2006-HE2            II-A-2     44328BAD0     AAA

                           RASC 2006-KS8

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2006-KS8            A-1        74924RAA6     AAA
        2006-KS8            A-2        74924RAB4     AAA
        2006-KS8            A-3        74924RAC2     AAA


* S&P Lowers Ratings on Eight Classes of ABS Certificates
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of asset-backed certificates from four residential
mortgage-backed securities transactions backed by U.S. prime jumbo
collateral from various issuers.  S&P removed one of the lowered
ratings from CreditWatch negative and placed another on
CreditWatch negative.  Concurrently, S&P affirmed its ratings on
the remaining 18 classes from these and three other transactions.
     
The downgrades reflect the credit support levels compared with the
amount of total delinquencies (30-, 60-, and 90-plus days,
foreclosures, and REOs).  The delinquency amounts and credit
support levels for each downgraded class are displayed in the
table below.  As of the March 25, 2008, remittance date, total
delinquencies for Lehman Mortgage Trust series 2005-1 and One
Mortgage Partners series 2003-1 had increased 143.75% and 55.28%,
respectively, since the April 2007 remittance period.  S&P removed
the ratings on one class from CreditWatch negative because it was
downgraded and had sufficient subordination to support the rating
at the lower rating level.  S&P placed the rating on class M-3
from Nomura Asset Securities Corp.'s series 1994-3 on CreditWatch
negative due to the amount of credit support it has relative to
severe delinquencies.  

This transaction has private mortgage insurance; S&P will continue
to monitor the credit quality of class M-3 from this series and
may take further rating action if credit support deteriorates.  
S&P downgraded class B-5 from Bear Stearns Asset Backed Securities
I Trust series 2005-AC8 to 'D' because it has experienced
approximately $503,793 in principal write-downs.
     
The affirmations reflect sufficient credit enhancement available
to support the ratings at their current levels.
     
Subordination provides credit support for these transactions.  The
collateral for these transactions originally consisted primarily
of prime jumbo mortgage loans.

                      Transaction Information

                 (As of the March 2008 remittance)

            Bear Stearns Asset Backed Securities I Trust

       Series           Total delinq.        Severe delinq.
       ------           -------------        --------------
       2005-AC8          $32,881,099           $23,596,008

                Downgraded classes    Subordination
                ------------------    -------------
                       B-2             $11,098,301
                       B-3              $7,169,266
                       B-4              $2,679,785
                       B-5                      $0

                     Nomura Asset Securities Corp.  
     
        Series           Total delinq.        Severe delinq.
        ------           -------------        --------------
        1994-3             $187,141               $187,141

                 Downgraded class      Subordination
                 ----------------      -------------
                 M-3                      $93,135

   One Mortgage Partners LLC Mortgage Pass-Through Certificates,
                    MPF Shared Funding Program  

        Series           Total delinq.        Severe delinq.
        ------           -------------        --------------
        2003-1            $7,025,563            $2,026,831
  
                Downgraded class      Subordination
                ----------------      -------------
                B-4                      $811,199

                       Lehman Mortgage Trust

        Series           Total delinq.        Severe delinq.
        ------           -------------        --------------
        2005-1            $29,696,848          $13,171,850
     
                Downgraded classes    Subordination
                ------------------    -------------
                B6                     $3,867,336
                B7                     $1,087,957


         Rating Lowered and Placed on Creditwatch Negative

                    Nomura Asset Securities Corp.

                                                  Rating
                                                  ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
  1994-3              M-3        655356DA8     BBB/Watch Neg  AA-

                          Ratings Lowered

       Bear Stearns Asset Backed Securities I Trust 2005-AC8

                                                     Rating
                                                     ------
     Transaction         Class      CUSIP         To       From
     -----------         -----      -----         --       ----
     2005-AC8            B-2        0738792D9     BBB      A
     2005-AC8            B-3        0738792E7     B        BBB
     2005-AC8            B-4        0738792J6     CCC      BB
     2005-AC8            B-5        0738792K3     D        B

                       Lehman Mortgage Trust

                                                    Rating
                                                    ------
     Transaction         Class      CUSIP         To       From
     -----------         -----      -----         --       ----
     2005-1              B6         52520MBK8     B-       BB

  One Mortgage Partners, LLC Mortgage Pass-Through Certificates,
               MPF Shared Funding Program Series 2003-1

                                                    Rating
                                                    ------
    Transaction         Class      CUSIP         To       From
    -----------         -----      -----         --       ----
    2003-1              B-4        553225AP8     CCC      B

        Rating Lowered and Removed from Creditwatch Negative

                       Lehman Mortgage Trust

                                                Rating
                                                ------
    Transaction     Class      CUSIP         To       From
    -----------     -----      -----         --       ----
    2005-1          B7         52520MBL6     CCC      B/Watch Neg

                          Ratings Affirmed

                    Nomura Asset Securities Corp.

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        1994-1              A-11       655356AS2     AAA
        1994-1              A-12       655356AT0     AAA
        1994-1              A-13       655356AU7     AAA
        1994-1              A-6        655356AM5     AAA
        1994-3              IO         655356CW1     AAA
        1994-3              PO         655356CX9     AAA

   One Mortgage Partners, LLC Mortgage Pass-Through Certificates
                    MPF Shared Funding
Program                                                 

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2003-1              A-1        553225AA1     AAA
        2003-1              A-2        553225AC7     AA
        2003-1              B-1        553225AE3     A
        2003-1              B-2        553225AG8     BBB
        2003-1              B-3        553225AN3     BB
        2003-2.             A-1        68241AAA1     AAA
        2003-2              A-2        68241AAB9     AA
        2003-2              B-1        68241AAC7     A
        2003-2              B-2        68241AAD5     BBB
        2003-2              B-3        68241AAE3     BB
        2003-2              B-4        68241AAF0     B

             Paine Webber Mortgage Acceptance Corp. IV

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        1993-8              M-2        695927DW0     AAA


* Delta-Northwest Merger Stirs Broader Changes in Airline Industry
------------------------------------------------------------------
The merger agreement between Delta Air Lines Inc. (B/Watch Pos/--)
and Northwest Airlines Corp. (B+/Watch Neg/--) announced early
this week could trigger broader changes in the U.S. airline
industry and set off a round of further consolidation, according
to a commentary published by Standard & Poor's Ratings Services.

Following the merger announcement, S&P placed our ratings on those
airlines on CreditWatch review and published research updates that
discuss what S&P see as the key benefits and risks of the proposed
merger.  The commentary, "Credit FAQ: Will The Delta-Northwest
Pact Shuffle The Deck For U.S. Airlines," addresses some
frequently asked questions about how the planned combination
will affect the industry.
     
"We expect to see further merger activity, with competitive
implications for all of the U.S. airlines," said Standard & Poor's
credit analyst Philip Baggaley.  "Still, high fuel prices and a
weak U.S. economy remain the principal challenges facing the
industry, and mergers would not change that situation," he
continued.
     
The commentary discusses the regulatory hurdles to airline
mergers, which U.S. airlines would be hurt by a new round of
mergers, and how mergers affect fares.  The credit FAQ also
evaluates how domestic merger activity may affect international
service and global consolidation.


* More & More Hospitals at the Brink of Bankruptcy, Reports Say
---------------------------------------------------------------
Turnaround lawyers are going to see more hospital bankruptcies for
the next several years as the financial crisis in the healthcare
industry and in the general economy continues to worsen,
Bankruptcy Law 360 reports.

According to Mary H. Rose and Benjamin S. Seigel at Mondaq, the
sharp downturn experienced by the healthcare industry is not
caused by a single factor, but is an indication of a series of
"industry changes", making daily operations and sustainability
harder and harder especially for small-scale medical centers.

Mondaq relates that these changes include:

   * Medicare reimbursement rate stoppages;
   * shortages in nursing personnel;
   * increase in patients without medical insurance;
   * reduced Medicaid and Medi-Cal payment rates; and
   * federal rules requiring hospitals to accept
     indigent patients.

For hospitals, the decision of going through bankruptcy either
through Chapter 11 for private and public entities and Chapter 9
for governmental entities, provides long-term going concern
benefits due to effective restructuring options available, Mondaq
acknowledges.  However, several unresolved issues plague the
medical bankruptcy arena, among others:

   -- Creation of the Patient Care Ombudsman office.
      Restructuring fees dramatically increase with the addition
      of another cadre of professionals that are needed to assist
      the Ombudsman.

   -- Medicare Overpayments.  The option of recovering these
      overpayments are still in limbo as the federal courts argue
      whether or not prepetition Medicare overpayments are
      automatically stayed by the bankruptcy filing.

   -- False Claims Act Litigation.  Parties-in-interest are also
      struggling whether lawsuits initiated by the government
      under the False Claims Act are stayed by the bankruptcy
      filing.

Still, Mondaq notes that, "Amid all the gloom and doom, however,
there are some bright spots.  Healthcare is unquestionably a
growth industry in the United States due to an aging population,
technological advances, and the growing social consensus in favor
of universal access to healthcare."

                           About Mondaq

Launched in August 1994, Mondaq -- http://www.mondaq.com/-- is  
one of the most comprehensive electronic resources of
professionals' knowledge and expertise.  It provides legal,
regulatory and financial commentary and information supplied
directly by hundreds of the world's leading professional advisors,
covering over 70 countries.


* Wilbur Ross Intends to Round Up Investors to Buy Troubled Banks
-----------------------------------------------------------------
Wilbur L. Ross Jr. is planning to raise $4 billion in order to buy
troubled regional banks in the U.S., various reports say.

Part of his plan includes going to Abu Dhabi to rally up
investors, says Reuters.  Once purchased, he intends to
consolidate the banks with mortgage companies already owned by his
investment firm, W.L. Ross & Company.

Mr. Ross told Fox Business News that the nation's mortgage crisis
will be bigger than the savings and loan crisis of the 1980s.

"I believe there will be 1,000 or more depository institutions
that need money. . . [T]hey're of interest to me and of interest
to my fund, and I believe they will be of interest to investors in
general," the American Bankruptcy Institute quotes Mr. Ross as
saying.

Mr. Ross declined to name interested Middle Eastern investors.


* Bankruptcy Filings Up 100% in Sacramento Valley, Reports Say
--------------------------------------------------------------
Bankruptcy petitions increased two-fold in Sacramento Valley in
2007, higher than the nationwide rate, The Associated Press
reports.

According to various reports, appeals climb to 100% in the Eastern
District of the U.S. Bankruptcy Court, based in Sacramento,
compared with a 38% rise nationally.  Various reports state that
homeowners compelled to back out on mortgages topped the reasons
for filing.  

Several reports say that most of the 17,397 that asked for
creditors protection in a district were from the Central Valley.  
The area was mostly affected by the worsening housing market and
with home consumers assessing subprime loans, several statements
relate.  

According to multiple reports citing Richard Heltzel, clerk for
the Eastern District, cases filed in 2008 rose to 82% compared to
2007.  With that, the district will be one of the busiest
bankruptcy court attending to 30,000 petitions this year.


* Two New Associates Join Perkins Coie's Chicago Office
-------------------------------------------------------
Perkins Coie's Chicago office selected Brian Audette and Eric
Walker, who recently both joined the firm from DLA Piper, to the
firm's expanding Bankruptcy & Workouts practice.

The two new associates will be part of Perkins Coie's national
Bankruptcy & Workouts practice, where they will work closely with
partners David Neff and Dan Zazove.

"We're delighted to welcome Brian and Eric to the firm," said
Chicago Office Managing Partner Chris Wilson.  "They are both
talented lawyers with impressive backgrounds, and will provide
much needed benefit to the firm's Bankruptcy practice."

Mr. Audette concentrates his practice in the areas of bankruptcy
and general commercial litigation.  He has almost six years of
restructuring experience. Mr. Audette received his B.S. from Brown
University in 1997, where he studied Psychology and Organizational
Behavior Management.  He graduated cum laude with a J.D. from
Loyola University Chicago School of Law in 2002.

Mr. Walker concentrates his practice in the areas of bankruptcy,
including Chapter 7, Chapter 11 and out-of-court restructurings.  
Prior to DLA Piper, Walker served as an Extern to the Hon.
Lorraine Murphy Weil and the U.S. Bankruptcy Court for the
District of Connecticut.  Mr. Walker received his B.S.B.A. from
Miami University in 2000 where he studied Finance and Economics.
He graduated with a J.D. from the University of Connecticut School
of Law in 2006.

                         About Perkins Coie

Perkins Coie -- http://www.perkinscoie.com-- is a leading
international law firm offering a full spectrum of legal services.
With more than 650 lawyers in 14 offices across the United States
and in China.  The firm serves companies ranging in size from
start-ups to FORTUNE 100.  The firm focuses intensively on
litigation, corporate finance, intellectual property, real estate,
and labor and employment.  The firm was named to FORTUNE
magazine's "Best Companies to Work For" in 2003, 2004, 2005, 2006,
2007 and 2008.


* Four Attorneys Join Allen Matkins Leck Gamble Mallory & Natsis
-----------------------------------------------------------------
Allen Matkins Leck Gamble Mallory & Natsis LLP discloses that four
attorneys have been elected to the firm partnership.  The election
of Alex Choi, Mike Holmes, Paul Obico and Monica Quinn is
effective as of July 1, 2008.

"We are honored to add these talented attorneys to the firm's
partnership," Brian Leck, managing partner of Allen Matkins, said.   
"They have proven themselves to be significant contributors to the
continued success of the firm."

Alex Choi, Paul Obico and Monica Quinn joins Allen Matkins' Los
Angeles office.   

Mr. Choi's experience includes financing transactions including
corporate credit facilities, lease financings, mezzanine debt,
securitized loans, constructions loans, letters of credit and
other credit facilities.  He represents a number of diverse
clients, including domestic and foreign entities, financial
institutions, developers and individuals.

Mr. Obico's practice focuses primarily on the formation,
financing, operation, merger and reorganization of real estate
joint ventures, partnerships and limited liability companies.  He
has significant experience in corporate transactions, including
formations, financings, mergers and acquisitions, and asset
dispositions.

Ms. Quinn's litigation practice includes handling employment
disputes including wrongful termination, harassment,
discrimination, retaliation, and other employment-related matters
at all levels of state and federal court, as well as before
administrative agencies.  Her employment law counseling practice
includes providing advice on employee handbooks and policies,
training, wage and hour issues, employee discipline and
termination, trade secret, privacy, and leave issues.

In Allen Matkin's San Diego office, Mike Holmes, joins the firm as
partner.  Holmes' practice focuses on business and real property
litigation in state and federal courts.  He has particular
experience in handling landlord-tenant, commercial contract,
accessibility, construction, corporate, and unfair competition
litigation.  He is also experienced in appellate practice,
arbitration proceedings, and resolution through mediation.

                      About Allen Matkins

Headquartered in Los Angeles, California, Allen Matkins Leck
Gamble Mallory & Natsis LLP -- www.allenmatkins.com -- founded in
1977, is a law firm with approximately 240 attorneys practicing
out of seven offices in Los Angeles, Orange County, San Francisco,
San Diego, Century City, Del Mar Heights and Walnut Creek.  The
firm's broad-based areas of focus include corporate, real estate,
construction, real estate finance, business litigation, taxation,
land use, environmental, bankruptcy and creditors' rights, and
employment and labor law.


* William Holzman Joins Stahl Cowen Crowley Addis as Partner
------------------------------------------------------------
Stahl Cowen Crowley Addis LLC is pleased to disclose the addition
of partner William M. Holzman.  Bill joins Stahl Cowen after
having chaired the corporate practice group of another well-known
Chicago firm.  Prior to entering private practice, Bill served as
the senior branch attorney with the SEC in Washington, District of
Columbia.
    
"We are proud and excited to welcome Bill to the Firm," Jeffrey J.
Stahl, one of Stahl Cowen's managing partners, said.  "He brings
great experience and energy to us, on top of being an excellent
lawyer."

"We look forward to expanding our client services, particularly in
the realm of corporate securities with Bill's addition," Mr. Stahl
added.  "His association will directly benefit the partnerships we
share with our clients."

"Bill is a known commodity and a star in the area of corporate
law,"  Lauane Addis, a corporate partner added.  "We are thrilled
he decided to join Stahl Cowen over other suitors."

"It's a testament to our continued growth, firm environment and
the quality of our attorneys and clients," Mr. Addis concluded.
    
Bill brings over 30 years of experience to Stahl Cowen, focusing
his practice primarily on corporate and securities law.  He has
represented public and private companies and financial advisors in
numerous transactions, including mergers, acquisitions, leveraged
buyouts, going private transactions, divestitures and private
equity transactions ranging in size from a few million to several
billion dollars.
    
Bill received his B.A. with honors from the University of
Wisconsin and his J.D. from the University of San Diego.

                        About Stahl Cowen

Headquartered in Chicago, Illinois, Stahl Cowen Crowley Addis LLC
-- http://www.stahlcowen.com/-- is a law firm focused on serving  
the needs of business enterprises.  The firm provides
sophisticated, yet cost effective legal counsel to organizations
ranging from the entrepreneurial to large, publicly traded
corporations and municipalities.  Practice areas include
bankruptcy & restructuring, corporate, mergers & acquisitions,
litigation, local government, real estate and trusts & estates.


* Burns & Levinson Creates Subprime Advisory Team
--------------------------------------------------
In response to the turmoil in the securities and credit markets
following the collapse of the subprime lending industry, Burns &
Levinson LLP formed a Subprime Advisory Team to advise investors,
brokerages, fiduciaries and businesses whose investment portfolios
and credit arrangements have been significantly disrupted.

The team is composed of leaders from Burns & Levinson's Securities
Litigation, Securities Regulation, Finance, Public Finance,
Bankruptcy and ERISA practices.

"Our understanding of the complexities of the securities industry
enables us to advise any party affected by the subprime mess,"
said Robert D. Friedman, Esq., one of the lead Burns & Levinson
attorneys for the team.  "We have securities practitioners who
know how these investments are built, experts in securities
regulation, and litigators who are used to dealing with all sorts
of investment-based disputes."

The interdepartmental effort allows clients to gain the expertise
from a range of attorneys who are mobilizing their collective
knowledge and working cooperatively to provide counseling,
litigation and regulatory advice to pension plan trustees,
corporations, institutional and individual investors, brokerages
and others.

"This group has the ability to provide expert assistance to
clients nationally and abroad who are facing finance, securities
and bankruptcy issues as a result of market losses and liquidity
contractions," said Harry S. Miller, co-leader of the Subprime
Team.

Problems arose in the subprime lending market when mortgage
lenders extended credit at higher interest rates to consumers with
credit problems and home prices began to decline.  Lenders had
sold their loans to investment banks, which bundled the mortgages
and repackaged them as new securities backed by the loans in the
portfolio.  The securities, known as collateralized mortgage
obligations, had a significant exposure to subprime risk.  When
that market began to collapse, holders of CMOs started to suffer
losses and are now unable to sell the securities.  Because the
CMOs were not well understood, even sophisticated investors
continue to sustain losses in their portfolios.

Institutional investors, non-profits, and other groups with
substantial securities portfolios are now confronted with the same
problems.  For example, municipal pension plan managers
responsible for the retirement assets of schoolteachers,
firefighters, police officers and other workersmay have made
investment choices that are now compromised.

Relatedly, institutions and non-profits who issued securities are
finding unanticipated turmoil in the credit markets in which their
securities are traded.  "This is a particular concern among
municipal and corporate treasurers whose bond issues are being
affected," said Miller.

Businesses report that their banks are limiting their credit
lines.  "Our firm has an extensive network of relationships with
banks and other lenders who may serve as alternative sources,"
said Friedman.

Ultimately, Burns & Levinson believes its newly formed team will
be a critical resource for clients.

"Companies have become increasingly aware of their own exposure as
a result of the subprime collapse and want to know how the issues
affect them," said Friedman.  "It is our mission to advise clients
so that they are equipped with enough information to make informed
decisions in a difficult environment."

                      About Burns & Levinson

With 125 attorneys in four offices in New England, Burns &
Levinson LLP -- http://www.burnslev.com/-- is a full-service  
Boston-based law firm.  As a premier law firm with regional,
national and international clientele, the firm has expertise in
securities, investment fraud, business litigation, ERISA
litigation, corporate law, finance, venture capital, private
equity, tax, bankruptcy, lending and leasing, real estate,
intellectual property -- including patent law, and a large private
clients group.  In addition, the firm has a wholly owned
subsidiary office in Montreal, Quebec, to service its Canadian
clients.


* BOND PRICING: For the Week of Apr. 14 - Apr. 18, 2008
-------------------------------------------------------

Issuer           Ticker      Coupon     Maturity    Price
------           ------      s------     --------    -----
BOWATER INC       ABH         6.500     6/15/13       62.32
ABITIBI-CONS FIN  ABH         7.875     8/ 1/09       65.00
BOWATER INC       ABH          9.375    12/15/21      61.48
BOWATER INC       ABH          9.500    10/15/12      64.75
AMBAC INC         ABK          5.950    12/ 5/35      70.25
AMBAC INC         ABK          6.150     2/15/37      44.17
AMERICREDIT CORP  ACF          0.750     9/15/11      64.00
AMERICREDIT CORP  ACF          2.125     9/15/13      55.50
ALESCO FINANCIAL  AFN          7.625     5/15/27      45.00
ATHEROGENICS INC  AGIX         1.500     2/ 1/12      14.66
ATHEROGENICS INC  AGIX         4.500     9/ 1/08      51.50
ATHEROGENICS INC  AGIX         4.500     3/ 1/11      18.00
ASSURED GUARANTY  AGO          6.400    12/15/66      70.00
ALION SCIENCE     ALISCI      10.250     2/ 1/15      58.25
LUCENT TECH       ALUFP        2.750     6/15/25      74.78
LUCENT TECH       ALUFP        6.500     1/15/28      71.30
AMD               AMD          5.750     8/15/12      72.18
AMD               AMD          6.000     5/ 1/15      62.36
AMER COLOR GRAPH  AMERCO      10.000     6/15/10      29.00
HILLS STORES CO   AMESQ       12.500     7/ 1/03       0.38
AMES TRUE TEMPER  AMETRU      10.000     7/15/12      49.06
ACME METALS INC   AMIIQ       12.500     8/ 1/02       0.01
AMER MEDIA OPER   AMRMED       8.875     1/15/11      66.49
AMER MEDIA OPER   AMRMED      10.250     5/ 1/09      65.52
EMPIRE GAS CORP   APU          9.000    12/31/07       0.01
ARVINMERITOR INC  ARM          4.000     2/15/27      74.41
ARRIS GROUP INC   ARRS         2.000    11/15/26      70.11
ALERIS INTL INC   ARS         10.000    12/15/16      67.58
ASHTON WOODS USA  ASHWOO       9.500    10/ 1/15      54.00
ASPECT MEDICAL    ASPM         2.500     6/15/14      51.78
ALLTEL CORP       AT           6.500    11/ 1/13      71.79
ALLTEL CORP       AT           6.800     5/ 1/29      61.23
ALLTEL CORP       AT           7.000     3/15/16      69.70
ALLTEL CORP       AT           7.875     7/ 1/32      64.95
AVENTINE RENEW    AVR         10.000     4/ 1/17      63.58
BANK NEW ENGLAND  BANKNE       8.750     4/ 1/99       7.38
BANK NEW ENGLAND  BANKNE       9.500     2/15/96      13.00
BANK NEW ENGLAND  BANKNE       9.875     9/15/99       7.00
BALLY TOTAL FITN  BFTH        13.000     7/15/11      73.00
BANKUNITED CAP    BKUNA        3.125     3/ 1/34      50.28
NORTHERN PAC RY   BNI          3.000     1/ 1/47      50.00
NORTHERN PAC RY   BNI          3.000     1/ 1/47      50.00
BURLINGTON NORTH  BNI          3.200     1/ 1/45      52.96
BUFFETS INC       BOCB        12.500    11/ 1/14       2.25
BON-TON STORES    BONT        10.250     3/15/14      65.11
BORLAND SOFTWARE  BORL         2.750     2/15/12      65.45
BRODER BROS CO    BRODER      11.250    10/15/10      68.00
BEAR STEARNS CO   BSC          4.850     7/15/18      68.60
BEAR STEARNS CO   BSC          5.000     7/15/18      69.62
BEAR STEARNS CO   BSC          5.000     4/15/19      67.24
BEAR STEARNS CO   BSC          5.050    11/15/19      66.30
BEAR STEARNS CO   BSC          5.100     7/15/18      70.30
BEAR STEARNS CO   BSC          5.100     6/16/23      60.77
BEAR STEARNS CO   BSC          5.150     7/15/23      61.15
BEAR STEARNS CO   BSC          5.250     7/15/23      61.96
BEAR STEARNS CO   BSC          5.250     3/15/24      60.91
BEAR STEARNS CO   BSC          5.260     3/15/24      60.99
BEAR STEARNS CO   BSC          5.300     4/15/29      60.89
BEAR STEARNS CO   BSC          5.320     7/15/18      71.81
BEAR STEARNS CO   BSC          5.350     2/15/30      61.35
BEAR STEARNS CO   BSC          5.375     2/15/30      61.58
BEAR STEARNS CO   BSC          5.400     3/15/24      62.12
BEAR STEARNS CO   BSC          5.425     2/15/30      62.03
BEAR STEARNS CO   BSC          5.430    10/15/29      61.75
BEAR STEARNS CO   BSC          5.450     4/15/19      70.36
BEAR STEARNS CO   BSC          5.450     4/15/29      62.23
BEAR STEARNS CO   BSC          5.450     2/15/30      62.26
BEAR STEARNS CO   BSC          5.470     4/15/19      70.50
BEAR STEARNS CO   BSC          5.470     4/15/30      62.45
BEAR STEARNS CO   BSC          5.480     9/15/29      62.51
BEAR STEARNS CO   BSC          5.500     3/28/23      64.08
BEAR STEARNS CO   BSC          5.500    11/15/29      62.34
BEAR STEARNS CO   BSC          5.500    12/15/29      62.69
BEAR STEARNS CO   BSC          5.500     1/15/30      62.70
BEAR STEARNS CO   BSC          5.500     3/15/30      62.72
BEAR STEARNS CO   BSC          5.520    10/15/29      62.52
BEAR STEARNS CO   BSC          5.525     4/15/19      70.88
BEAR STEARNS CO   BSC          5.550     2/15/24      63.35
BEAR STEARNS CO   BSC          5.550     3/15/24      63.34
BEAR STEARNS CO   BSC          5.550    10/15/29      63.14
BEAR STEARNS CO   BSC          5.550    12/15/29      62.76
BEAR STEARNS CO   BSC          5.570     7/15/23      64.57
BEAR STEARNS CO   BSC          5.570    10/15/29      63.32
BEAR STEARNS CO   BSC          5.580     3/15/30      63.44
BEAR STEARNS CO   BSC          5.600     2/15/21      68.61
BEAR STEARNS CO   BSC          5.600    11/15/23      63.79
BEAR STEARNS CO   BSC          5.600     9/15/29      63.58
BEAR STEARNS CO   BSC          5.600    11/15/29      63.59
BEAR STEARNS CO   BSC          5.600    11/15/29      63.59
BEAR STEARNS CO   BSC          5.600    12/15/29      63.59
BEAR STEARNS CO   BSC          5.600     1/15/30      63.60
BEAR STEARNS CO   BSC          5.600     1/15/30      63.60
BEAR STEARNS CO   BSC          5.600     4/15/30      63.62
BEAR STEARNS CO   BSC          5.620     2/15/24      63.92
BEAR STEARNS CO   BSC          5.620     2/15/24      63.90
BEAR STEARNS CO   BSC          5.625     3/15/30      63.40
BEAR STEARNS CO   BSC          5.650    11/15/23      64.19
BEAR STEARNS CO   BSC          5.650    11/15/23      64.19
BEAR STEARNS CO   BSC          5.650     4/15/30      64.07
BEAR STEARNS CO   BSC          5.700    10/15/23      64.62
BEAR STEARNS CO   BSC          5.700     9/15/29      64.48
BEAR STEARNS CO   BSC          5.700     3/15/30      64.52
BEAR STEARNS CO   BSC          5.710     5/15/19      71.99
BEAR STEARNS CO   BSC          5.725     3/15/30      64.74
BEAR STEARNS CO   BSC          5.730    12/15/29      64.76
BEAR STEARNS CO   BSC          5.750     8/15/18      73.80
BEAR STEARNS CO   BSC          5.750    10/15/23      65.02
BEAR STEARNS CO   BSC          5.750     2/15/24      64.95
BEAR STEARNS CO   BSC          5.750     4/15/29      64.90
BEAR STEARNS CO   BSC          5.770    10/15/23      65.18
BEAR STEARNS CO   BSC          5.770     4/15/29      65.08
BEAR STEARNS CO   BSC          5.780     4/15/30      65.25
BEAR STEARNS CO   BSC          5.800     8/15/18      74.13
BEAR STEARNS CO   BSC          5.800     9/15/23      65.44
BEAR STEARNS CO   BSC          5.800     4/15/29      65.34
BEAR STEARNS CO   BSC          5.800     9/15/29      65.38
BEAR STEARNS CO   BSC          5.830     8/15/18      74.34
BEAR STEARNS CO   BSC          5.850     9/15/23      65.84
BEAR STEARNS CO   BSC          5.850     8/15/29      65.81
BEAR STEARNS CO   BSC          5.850     8/15/29      65.81
BEAR STEARNS CO   BSC          5.850     8/27/30      65.92
BEAR STEARNS CO   BSC          5.900     8/15/18      74.81
BEAR STEARNS CO   BSC          5.900     7/15/29      66.25
BEAR STEARNS CO   BSC          6.000     6/15/19      73.85
BEAR STEARNS CO   BSC          6.000    11/29/22      68.66
BEAR STEARNS CO   BSC          6.000     1/17/23      68.42
BEAR STEARNS CO   BSC          6.000     1/23/23      68.40
BEAR STEARNS CO   BSC          6.000     8/15/23      67.06
BEAR STEARNS CO   BSC          6.000     9/15/23      67.04
BEAR STEARNS CO   BSC          6.000     3/31/26      66.74
BEAR STEARNS CO   BSC          6.000     5/15/29      67.13
BEAR STEARNS CO   BSC          6.000     7/15/29      67.14
BEAR STEARNS CO   BSC          6.000     8/15/29      67.15
BEAR STEARNS CO   BSC          6.000     8/15/29      67.15
BEAR STEARNS CO   BSC          6.000     2/24/31      67.60
BEAR STEARNS CO   BSC          6.000     5/15/37      66.39
BEAR STEARNS CO   BSC          6.050     8/15/23      67.46
BEAR STEARNS CO   BSC          6.050     9/15/23      67.44
BEAR STEARNS CO   BSC          6.050     5/15/29      67.02
BEAR STEARNS CO   BSC          6.080     8/15/23      67.70
BEAR STEARNS CO   BSC          6.100     9/27/22      69.73
BEAR STEARNS CO   BSC          6.100    11/29/22      69.46
BEAR STEARNS CO   BSC          6.100     8/15/23      67.86
BEAR STEARNS CO   BSC          6.125     7/15/29      68.26
BEAR STEARNS CO   BSC          6.150     7/15/29      68.48
BEAR STEARNS CO   BSC          6.200     6/15/29      68.92
BEAR STEARNS CO   BSC          6.200     6/15/29      68.92
BEAR STEARNS CO   BSC          6.240     5/15/29      69.27
BEAR STEARNS CO   BSC          6.260     6/15/29      69.45
BEAR STEARNS CO   BSC          6.300     6/15/29      69.09
BEAR STEARNS CO   BSC          6.340     5/15/29      70.16
BEAR STEARNS CO   BSC          6.500    11/27/26      72.33
BEAZER HOMES USA  BZH          4.625     6/15/24      70.33
BEAZER HOMES USA  BZH          6.500    11/15/13      69.25
BEAZER HOMES USA  BZH          6.875     7/15/15      70.23
BEAZER HOMES USA  BZH          8.125     6/15/16      72.05
BEAZER HOMES USA  BZH          8.375     4/15/12      73.69
BEAZER HOMES USA  BZH          8.625     5/15/11      74.29
CAPMARK FINL GRP  CAPMRK       5.875     5/10/12      65.48
CAPMARK FINL GRP  CAPMRK       6.300     5/10/17      61.08
CROWN CORK &SEAL  CCK          7.500    12/15/96      67.24
COMPUCREDIT       CCRT         3.625     5/30/25      42.45
COMPUCREDIT       CCRT         5.875    11/30/35      40.00
CLEAR CHANNEL     CCU          4.900     5/15/15      60.18
CLEAR CHANNEL     CCU          5.500     9/15/14      64.34
CLEAR CHANNEL     CCU          5.500    12/15/16      58.57
CLEAR CHANNEL     CCU          5.750     1/15/13      73.19
CLEAR CHANNEL     CCU          6.875     6/15/18      65.00
CLEAR CHANNEL     CCU          7.250    10/15/27      63.29
CELL GENESYS INC  CEGE         3.125    11/ 1/11      66.23
WITCO CORP        CEM          6.875     2/ 1/26      67.13
COUNTRYWIDE FINL  CFC          5.250     5/11/20      67.48
COUNTRYWIDE FINL  CFC          5.250     5/27/20      67.39
COUNTRYWIDE HOME  CFC          5.500     5/16/18      73.38
COUNTRYWIDE FINL  CFC          5.750     1/24/31      66.10
COUNTRYWIDE FINL  CFC          5.800     1/27/31      66.57
COUNTRYWIDE FINL  CFC          6.000     3/23/21      70.58
COUNTRYWIDE FINL  CFC          6.000     4/ 6/21      70.51
COUNTRYWIDE FINL  CFC          6.000     4/13/21      71.39
COUNTRYWIDE HOME  CFC          6.000     5/16/23      67.10
COUNTRYWIDE FINL  CFC          6.000     3/16/26      66.73
COUNTRYWIDE HOME  CFC          6.000     7/23/29      67.22
COUNTRYWIDE FINL  CFC          6.000    11/22/30      68.40
COUNTRYWIDE FINL  CFC          6.000    11/14/35      67.11
COUNTRYWIDE FINL  CFC          6.000    12/14/35      66.10
COUNTRYWIDE FINL  CFC          6.000     2/ 8/36      66.07
COUNTRYWIDE FINL  CFC          6.030     8/25/20      71.82
COUNTRYWIDE FINL  CFC          6.125     4/26/21      71.92
COUNTRYWIDE HOME  CFC          6.150     6/25/29      68.91
COUNTRYWIDE HOME  CFC          6.200     7/16/29      69.34
COUNTRYWIDE FINL  CFC          6.250     5/15/16      64.87
COUNTRYWIDE FINL  CFC          6.300     4/28/36      70.79
CONGOLEUM CORP    CGMC         8.625     8/ 1/08      73.88
CHS ELECTRONICS   CHSWQ        9.875     4/15/05       0.52
CHARTER COMM LP   CHTR         5.875    11/16/09      67.04
CHARTER COMM LP   CHTR         6.500    10/ 1/27      48.50
CIH               CHTR         9.920     4/ 1/14      47.55
CHARTER COMM HLD  CHTR        10.000     5/15/11      61.12
CIH               CHTR        10.000     5/15/14      48.46
CCH I LLC         CHTR        11.000    10/ 1/15      68.14
CCH I LLC         CHTR        11.000    10/ 1/15      68.60
CHARTER COMM HLD  CHTR        11.125     1/15/11      67.00
CIH               CHTR        11.125     1/15/14      48.85
CHARTER COMM HLD  CHTR        11.750     5/15/11      59.00
CIT GROUP INC     CIT          4.700    12/15/09      62.00
CIT GROUP INC     CIT          4.750    12/15/10      67.70
CIT GROUP INC     CIT          5.000    11/15/09      69.88
CIT GROUP INC     CIT          5.000     2/13/14      63.00
CIT GROUP INC     CIT          5.000     2/ 1/15      71.45
CIT GROUP INC     CIT          5.125     9/30/14      65.90
CIT GROUP INC     CIT          5.250     9/15/10      72.25
CIT GROUP INC     CIT          5.250    11/15/11      61.88
CIT GROUP INC     CIT          5.400     3/ 7/13      67.53
CIT GROUP INC     CIT          5.400     1/30/16      64.58
CIT GROUP INC     CIT          5.600     4/27/11      68.20
CIT GROUP INC     CIT          5.650     2/13/17      71.64
CIT GROUP INC     CIT          5.850     9/15/16      64.49
CIT GROUP INC     CIT          6.100     3/15/67      32.00
CIT GROUP INC     CIT          6.150     9/15/21      68.43
CIT GROUP INC     CIT          6.250     9/15/09      62.00
CIT GROUP INC     CIT          6.250     9/15/09      62.00
CIT GROUP INC     CIT          6.250     9/15/21      74.66
CIT GROUP INC     CIT          6.250    11/15/21      69.05
CIT GROUP INC     CIT          6.750     3/15/11      71.59
CIT GROUP INC     CIT          7.250     3/15/12      63.75
CIT GROUP INC     CIT          7.625    11/30/12      71.14
CIT GROUP INC     CIT          7.750     3/15/13      52.38
CIT GROUP INC     CIT          7.900     3/15/13      52.75
COLLINS & AIKMAN  CKCR        10.750    12/31/11       0.26
CLAIRE'S STORES   CLAIRE       9.250     6/ 1/15      65.73
CLAIRE'S STORES   CLAIRE       9.625     6/ 1/15      54.00
CLAIRE'S STORES   CLAIRE      10.500     6/ 1/17      45.23
COMERICA CAP TR   CMA          6.576     2/20/37      64.00
CMP SUSQUEHANNA   CMLS         9.875     5/15/14      66.00
NEW PLAN EXCEL    CNPAU        5.300     1/15/15      74.88
NEW PLAN REALTY   CNPAU        6.900     2/15/28      56.50
NEW PLAN EXCEL    CNPAU        7.500     7/30/29      55.00
NEW PLAN REALTY   CNPAU        7.650    11/ 2/26      56.50
NEW PLAN REALTY   CNPAU        7.970     8/14/26      56.50
NEW ORL GRT N RR  CNRCN        5.000     7/ 1/32      52.97
GULF MOBILE OHIO  CNRCN        5.000    12/ 1/56      72.50
CONSTAR INTL      CNST        11.000    12/ 1/12      60.25
CONEXANT SYSTEMS  CNXT         4.000     3/ 1/26      68.25
CAPITAL 1 IV      COF          6.745     2/17/37      69.38
COOPER-STANDARD   COOPER       8.375    12/15/14      74.25
COMPLETE MGMT     CPMIQ        8.000     8/15/03       0.00
CURAGEN CORP      CRGN         4.000     2/15/11      71.00
CAPITALSOURCE     CSE          4.000     7/15/34      72.65
CAPITALSOURCE     CSE          7.250     7/15/37      66.50
CUSTOM FOOD PROD  CUSTFD       8.000     2/ 1/07       0.05
CV THERAPEUTICS   CVTX         2.750     5/16/12      74.00
CV THERAPEUTICS   CVTX         3.250     8/16/13      73.07
CITIZENS UTIL CO  CZN          6.800     8/15/26      72.94
CITIZENS UTIL CO  CZN          7.000    11/ 1/25      71.13
CITIZENS UTIL CO  CZN          7.050    10/ 1/46      67.94
CITIZENS UTIL CO  CZN          7.450     7/ 1/35      68.43
DELTA AIR LINES   DAL          8.000    12/ 1/15      65.00
DELTA AIR LINES   DAL         10.500     4/30/16      70.00
DECODE GENETICS   DCGN         3.500     4/15/11      41.25
DECODE GENETICS   DCGN         3.500     4/15/11      52.75
DIME COMM CAP I   DCOM         7.000     4/14/34      75.00
DELPHI CORP       DPH          6.197    11/15/33      19.50
DELPHI CORP       DPH          6.500     8/15/13      33.09
DELPHI CORP       DPH          8.250    10/15/33      15.00
DURA OPERATING    DRRA         8.625     4/15/12      13.77
DURA OPERATING    DRRA         9.000     5/ 1/09       0.05
ENCORE CAPITAL    ECPG         3.375     9/19/10      66.62
EOP OPERATING LP  EOP          6.750     2/15/12      70.10
EPIX MEDICAL INC  EPIX         3.000     6/15/24      67.50
WHEELING-PITT ST  ESMK         5.000     8/ 1/11      59.00
E*TRADE FINL      ETFC         7.375     9/15/13      68.29
E*TRADE FINL      ETFC         7.875    12/ 1/15      68.06
ADVANCED MED OPT  EYE          3.250     8/ 1/26      72.86
FORD MOTOR CRED   F            5.000     2/22/11      72.65
FORD MOTOR CRED   F            5.200     3/21/11      72.75
FORD MOTOR CRED   F            5.250     9/20/11      70.00
FORD MOTOR CRED   F            5.400    10/20/11      70.50
FORD MOTOR CRED   F            5.400    10/20/11      71.18
FORD MOTOR CRED   F            5.450     4/20/11      70.30
FORD MOTOR CRED   F            5.500    10/20/11      73.39
FORD MOTOR CRED   F            5.550     8/22/11      72.52
FORD MOTOR CRED   F            5.550     9/20/11      73.22
FORD MOTOR CRED   F            5.600     8/22/11      71.50
FORD MOTOR CRED   F            5.600     9/20/11      72.25
FORD MOTOR CRED   F            5.650    12/20/10      75.00
FORD MOTOR CRED   F            5.650     7/20/11      72.25
FORD MOTOR CRED   F            5.650    12/20/11      69.06
FORD MOTOR CRED   F            5.650     1/21/14      69.12
FORD MOTOR CRED   F            5.750     1/21/14      63.00
FORD MOTOR CRED   F            5.750     2/20/14      64.25
FORD MOTOR CRED   F            5.750     2/20/14      65.50
FORD MOTOR CRED   F            5.900     2/20/14      72.54
FORD MOTOR CRED   F            6.000     1/21/14      67.37
FORD MOTOR CRED   F            6.000     3/20/14      72.84
FORD MOTOR CRED   F            6.000     3/20/14      67.68
FORD MOTOR CRED   F            6.000     3/20/14      66.01
FORD MOTOR CRED   F            6.000     3/20/14      60.09
FORD MOTOR CRED   F            6.000    11/20/14      63.92
FORD MOTOR CRED   F            6.000    11/20/14      73.48
FORD MOTOR CRED   F            6.000    11/20/14      63.80
FORD MOTOR CRED   F            6.000     1/20/15      62.77
FORD MOTOR CRED   F            6.000     2/20/15      61.00
FORD MOTOR CRED   F            6.050     2/20/14      70.76
FORD MOTOR CRED   F            6.050     3/20/14      63.00
FORD MOTOR CRED   F            6.050     4/21/14      72.65
FORD MOTOR CRED   F            6.050    12/22/14      59.94
FORD MOTOR CRED   F            6.050    12/22/14      62.82
FORD MOTOR CRED   F            6.050    12/22/14      69.36
FORD MOTOR CRED   F            6.050     2/20/15      60.44
FORD MOTOR CRED   F            6.100     2/20/15      65.35
FORD MOTOR CRED   F            6.150    12/22/14      73.47
FORD MOTOR CRED   F            6.150     1/20/15      61.23
FORD MOTOR CRED   F            6.200     5/20/11      74.72
FORD MOTOR CRED   F            6.200     4/21/14      66.48
FORD MOTOR CRED   F            6.200     3/20/15      59.66
FORD MOTOR CRED   F            6.250     6/20/11      73.58
FORD MOTOR CRED   F            6.250     6/20/11      73.87
FORD MOTOR CRED   F            6.250     3/20/12      74.42
FORD MOTOR CRED   F            6.250    12/20/13      72.89
FORD MOTOR CRED   F            6.250     4/21/14      66.91
FORD MOTOR CRED   F            6.250     1/20/15      61.54
FORD MOTOR CRED   F            6.250     3/20/15      58.50
FORD MOTOR CRED   F            6.300     5/20/14      65.24
FORD MOTOR CRED   F            6.350     4/21/14      65.87
FORD MOTOR CO     F            6.375     2/ 1/29      59.11
FORD MOTOR CRED   F            6.500    12/20/13      68.15
FORD MOTOR CRED   F            6.500     2/20/15      66.22
FORD MOTOR CRED   F            6.500     3/20/15      64.81
FORD MOTOR CO     F            6.500     8/ 1/18      62.56
FORD MOTOR CRED   F            6.520     3/10/13      69.51
FORD MOTOR CRED   F            6.550    12/20/13      73.71
FORD MOTOR CRED   F            6.550     7/21/14      63.42
FORD MOTOR CRED   F            6.600    10/21/13      69.93
FORD MOTOR CO     F            6.625     2/15/28      58.02
FORD MOTOR CO     F            6.625    10/ 1/28      58.84
FORD MOTOR CRED   F            6.650    10/21/13      64.00
FORD MOTOR CRED   F            6.650     6/20/14      66.15
FORD MOTOR CRED   F            6.750    10/21/13      63.50
FORD MOTOR CRED   F            6.750     6/20/14      72.71
FORD MOTOR CRED   F            6.800     6/20/14      64.24
FORD MOTOR CRED   F            6.800     6/20/14      68.08
FORD MOTOR CRED   F            6.850     9/20/13      70.72
FORD MOTOR CRED   F            6.850     5/20/14      64.42
FORD MOTOR CRED   F            6.850     6/20/14      64.63
FORD MOTOR CRED   F            6.950     5/20/14      67.62
FORD MOTOR CRED   F            7.000     8/15/12      71.31
FORD MOTOR CRED   F            7.050     9/20/13      71.14
FORD MOTOR CRED   F            7.100     9/20/13      71.77
FORD MOTOR CRED   F            7.100     9/20/13      70.68
FORD MOTOR CO     F            7.125    11/15/25      59.96
FORD MOTOR CRED   F            7.250     7/20/17      59.35
FORD MOTOR CRED   F            7.250     7/20/17      58.65
FORD MOTOR CRED   F            7.300     4/20/15      65.92
FORD MOTOR CRED   F            7.350     5/15/12      73.72
FORD MOTOR CRED   F            7.350     3/20/15      68.15
FORD MOTOR CRED   F            7.350     9/15/15      64.76
FORD MOTOR CRED   F            7.400     8/21/17      61.41
FORD MOTOR CO     F            7.400    11/ 1/46      60.20
FORD MOTOR CO     F            7.450     7/16/31      64.28
FORD MOTOR CO     F            7.500     8/ 1/26      61.68
FORD MOTOR CRED   F            7.500     8/20/32      51.69
FORD MOTOR CRED   F            7.550     9/30/15      65.49
FORD MOTOR CO     F            7.700     5/15/97      60.10
FORD MOTOR CO     F            7.750     6/15/43      61.49
FORD MOTOR CRED   F            7.900     5/18/15      68.26
FORD MOTOR CO     F            8.875     1/15/22      71.12
FORD MOTOR CO     F            8.900     1/15/32      71.28
FORD MOTOR CO     F            9.215     9/15/21      71.94
FORD HOLDINGS     F            9.300     3/ 1/30      70.86
FORD HOLDINGS     F            9.375     3/ 1/20      73.80
FORD MOTOR CO     F            9.980     2/15/47      73.74
FONTAINEBLEAU LA  FBLEAU      10.250     6/15/15      68.93
FIRST DATA CORP   FDC          4.700     8/ 1/13      47.00
FIRST DATA CORP   FDC          4.850    10/ 1/14      61.48
FIRST DATA CORP   FDC          4.950     6/15/15      55.20
FIRST DATA CORP   FDC          5.625    11/ 1/11      72.02
FIFTH THIRD CAP   FITB         6.500     4/15/37      75.00
FEDDERS NORTH AM  FJCC         9.875     3/ 1/14       8.00
FREMONT GEN CORP  FMT          7.875     3/17/09      60.00
FINLAY FINE JWLY  FNLY         8.375     6/ 1/12      33.51
FINOVA GROUP      FNVG         7.500    11/15/09      13.26
FRONTIER AIRLINE  FRNT         5.000    12/15/25      58.19
FREESCALE SEMICO  FSL         10.125    12/15/16      68.47
FULTON CAP TRUST  FULT         6.290     2/ 1/36      72.46
MEDIANEWS GROUP   GARDEN       6.375     4/ 1/14      50.20
MEDIANEWS GROUP   GARDEN       6.875    10/ 1/13      51.50
GOLDEN BOOKS PUB  GBKF        10.750    12/31/04       0.01
GEORGIA GULF CRP  GGC          7.125    12/15/13      71.80
GEORGIA GULF CRP  GGC          9.500    10/15/14      74.85
GEORGIA GULF CRP  GGC         10.750    10/15/16      64.80
GULF STATES STL   GLFSTS      13.500     4/15/03       0.01
GENERAL MOTORS    GM           6.750     5/ 1/28      56.08
GENERAL MOTORS    GM           7.375     5/23/48      59.42
GENERAL MOTORS    GM           7.400     9/ 1/25      62.83
GENERAL MOTORS    GM           7.700     4/15/16      72.53
GENERAL MOTORS    GM           8.100     6/15/24      65.72
GENERAL MOTORS    GM           8.250     7/15/23      68.28
GENERAL MOTORS    GM           8.375     7/15/33      69.68
GENERAL MOTORS    GM           8.800     3/ 1/21      72.15
GENERAL MOTORS    GM           9.400     7/15/21      74.77
GMAC              GMAC         5.250     1/15/14      58.32
GMAC              GMAC         5.350     1/15/14      66.00
GMAC              GMAC         5.700     6/15/13      73.83
GMAC              GMAC         5.700    10/15/13      58.55
GMAC              GMAC         5.700    12/15/13      60.28
GMAC              GMAC         5.750     1/15/14      63.21
GMAC              GMAC         5.850     5/15/13      57.41
GMAC              GMAC         5.850     6/15/13      66.19
GMAC              GMAC         5.850     6/15/13      60.70
GMAC              GMAC         5.900    12/15/13      73.00
GMAC              GMAC         5.900     1/15/19      51.98
GMAC              GMAC         5.900     1/15/19      49.30
GMAC              GMAC         5.900     2/15/19      52.33
GMAC              GMAC         5.900    10/15/19      47.52
GMAC LLC          GMAC         6.000     4/ 1/11      72.57
GMAC LLC          GMAC         6.000    12/15/11      71.64
GMAC              GMAC         6.000     7/15/13      63.78
GMAC              GMAC         6.000    11/15/13      58.83
GMAC              GMAC         6.000    12/15/13      61.00
GMAC              GMAC         6.000     2/15/19      46.83
GMAC              GMAC         6.000     2/15/19      52.62
GMAC              GMAC         6.000     2/15/19      55.56
GMAC              GMAC         6.000     3/15/19      51.77
GMAC              GMAC         6.000     3/15/19      53.66
GMAC              GMAC         6.000     3/15/19      52.95
GMAC              GMAC         6.000     3/15/19      54.07
GMAC              GMAC         6.000     3/15/19      51.38
GMAC              GMAC         6.000     4/15/19      55.56
GMAC              GMAC         6.000     9/15/19      50.92
GMAC              GMAC         6.000     9/15/19      51.56
GMAC              GMAC         6.050     8/15/19      51.89
GMAC              GMAC         6.050     8/15/19      51.81
GMAC              GMAC         6.050    10/15/19      50.88
GMAC              GMAC         6.100    11/15/13      66.81
GMAC              GMAC         6.100     9/15/19      52.07
GMAC              GMAC         6.125    10/15/19      50.69
GMAC              GMAC         6.150     9/15/13      67.64
GMAC              GMAC         6.150    11/15/13      66.99
GMAC              GMAC         6.150    12/15/13      66.68
GMAC              GMAC         6.150     8/15/19      52.50
GMAC              GMAC         6.150     9/15/19      54.50
GMAC              GMAC         6.150    10/15/19      51.13
GMAC              GMAC         6.200    11/15/13      61.06
GMAC              GMAC         6.200     4/15/19      52.04
GMAC              GMAC         6.250     7/15/13      61.53
GMAC              GMAC         6.250    10/15/13      60.73
GMAC              GMAC         6.250    11/15/13      56.74
GMAC              GMAC         6.250    12/15/18      58.40
GMAC              GMAC         6.250     1/15/19      52.87
GMAC              GMAC         6.250     4/15/19      53.46
GMAC              GMAC         6.250     5/15/19      53.92
GMAC              GMAC         6.250     7/15/19      51.43
GMAC              GMAC         6.300     3/15/13      74.50
GMAC              GMAC         6.300    10/15/13      67.18
GMAC              GMAC         6.300    11/15/13      57.29
GMAC              GMAC         6.300     8/15/19      51.99
GMAC              GMAC         6.300     8/15/19      51.99
GMAC              GMAC         6.350     5/15/13      62.04
GMAC              GMAC         6.350     4/15/19      53.93
GMAC              GMAC         6.350     7/15/19      52.06
GMAC              GMAC         6.350     7/15/19      53.69
GMAC              GMAC         6.375     8/ 1/13      69.64
GMAC              GMAC         6.375     1/15/14      67.23
GMAC              GMAC         6.400     3/15/13      63.33
GMAC              GMAC         6.400    12/15/18      52.44
GMAC              GMAC         6.400    11/15/19      50.00
GMAC              GMAC         6.400    11/15/19      52.80
GMAC              GMAC         6.450     2/15/13      72.00
GMAC LLC          GMAC         6.500     5/15/12      74.77
GMAC LLC          GMAC         6.500     6/15/12      74.99
GMAC LLC          GMAC         6.500     6/15/12      74.99
GMAC              GMAC         6.500     7/15/12      61.45
GMAC              GMAC         6.500     2/15/13      70.11
GMAC              GMAC         6.500     3/15/13      61.20
GMAC              GMAC         6.500     4/15/13      68.00
GMAC              GMAC         6.500     5/15/13      72.20
GMAC              GMAC         6.500     6/15/13      69.85
GMAC              GMAC         6.500     8/15/13      69.22
GMAC              GMAC         6.500    11/15/13      60.40
GMAC              GMAC         6.500     6/15/18      55.00
GMAC              GMAC         6.500    11/15/18      49.80
GMAC              GMAC         6.500    12/15/18      61.54
GMAC              GMAC         6.500    12/15/18      54.54
GMAC              GMAC         6.500     5/15/19      54.26
GMAC              GMAC         6.500     1/15/20      59.37
GMAC              GMAC         6.500     2/15/20      66.32
GMAC              GMAC         6.550    12/15/19      56.00
GMAC              GMAC         6.600     8/15/16      54.78
GMAC              GMAC         6.600     5/15/18      54.21
GMAC              GMAC         6.600     6/15/19      55.21
GMAC              GMAC         6.600     6/15/19      54.70
GMAC              GMAC         6.625    10/15/11      71.69
GMAC LLC          GMAC         6.625     5/15/12      71.51
GMAC              GMAC         6.650     6/15/18      54.32
GMAC              GMAC         6.650    10/15/18      51.44
GMAC              GMAC         6.650    10/15/18      52.25
GMAC              GMAC         6.650     2/15/20      69.50
GMAC              GMAC         6.700     5/15/14      62.39
GMAC              GMAC         6.700     5/15/14      62.02
GMAC              GMAC         6.700     6/15/14      67.37
GMAC              GMAC         6.700     8/15/16      57.36
GMAC              GMAC         6.700     6/15/18      51.00
GMAC              GMAC         6.700     6/15/18      56.68
GMAC              GMAC         6.700    11/15/18      54.66
GMAC              GMAC         6.700     6/15/19      54.34
GMAC              GMAC         6.700    12/15/19      54.45
GMAC              GMAC         6.750     9/15/11      73.19
GMAC LLC          GMAC         6.750     7/15/12      66.23
GMAC              GMAC         6.750     9/15/12      66.07
GMAC              GMAC         6.750     9/15/12      72.75
GMAC              GMAC         6.750    10/15/12      65.82
GMAC              GMAC         6.750     4/15/13      64.74
GMAC              GMAC         6.750     4/15/13      63.49
GMAC              GMAC         6.750     6/15/14      69.07
GMAC              GMAC         6.750    12/ 1/14      68.81
GMAC              GMAC         6.750     7/15/16      58.93
GMAC              GMAC         6.750     8/15/16      58.66
GMAC              GMAC         6.750     9/15/16      66.31
GMAC              GMAC         6.750     6/15/17      57.45
GMAC              GMAC         6.750     3/15/18      51.77
GMAC              GMAC         6.750     7/15/18      55.38
GMAC              GMAC         6.750     9/15/18      54.33
GMAC              GMAC         6.750    10/15/18      55.91
GMAC              GMAC         6.750    11/15/18      54.82
GMAC              GMAC         6.750     5/15/19      54.48
GMAC              GMAC         6.750     5/15/19      55.36
GMAC              GMAC         6.750     6/15/19      54.49
GMAC              GMAC         6.750     6/15/19      59.53
GMAC              GMAC         6.750     3/15/20      63.90
GMAC              GMAC         6.800     2/15/13      61.50
GMAC              GMAC         6.800     4/15/13      63.70
GMAC              GMAC         6.800     9/15/18      54.96
GMAC              GMAC         6.800    10/15/18      49.77
GMAC              GMAC         6.850     5/15/18      56.02
GMAC              GMAC         6.875     8/28/12      72.11
GMAC              GMAC         6.875    10/15/12      66.17
GMAC              GMAC         6.875     4/15/13      73.80
GMAC              GMAC         6.875     8/15/16      66.00
GMAC              GMAC         6.875     7/15/18      56.63
GMAC              GMAC         6.900     6/15/17      57.47
GMAC              GMAC         6.900     7/15/18      57.00
GMAC              GMAC         6.900     8/15/18      61.09
GMAC              GMAC         6.950     6/15/17      58.88
GMAC              GMAC         7.000    10/15/11      74.81
GMAC              GMAC         7.000     9/15/12      66.94
GMAC              GMAC         7.000    10/15/12      72.25
GMAC              GMAC         7.000    11/15/12      64.44
GMAC              GMAC         7.000    12/15/12      68.75
GMAC              GMAC         7.000     1/15/13      65.10
GMAC              GMAC         7.000     6/15/17      60.69
GMAC              GMAC         7.000     7/15/17      57.63
GMAC              GMAC         7.000     2/15/18      56.64
GMAC              GMAC         7.000     2/15/18      56.89
GMAC              GMAC         7.000     2/15/18      56.22
GMAC              GMAC         7.000     3/15/18      55.58
GMAC              GMAC         7.000     5/15/18      60.00
GMAC              GMAC         7.000     9/15/18      58.77
GMAC              GMAC         7.000     2/15/21      58.22
GMAC              GMAC         7.000     9/15/21      56.62
GMAC              GMAC         7.000     9/15/21      53.26
GMAC              GMAC         7.000     6/15/22      55.24
GMAC              GMAC         7.000    11/15/23      51.42
GMAC              GMAC         7.000    11/15/24      52.50
GMAC              GMAC         7.000    11/15/24      55.00
GMAC              GMAC         7.000    11/15/24      55.17
GMAC              GMAC         7.050     3/15/18      60.00
GMAC              GMAC         7.050     3/15/18      56.58
GMAC              GMAC         7.050     4/15/18      55.90
GMAC              GMAC         7.100     9/15/12      73.84
GMAC              GMAC         7.100     1/15/13      66.56
GMAC              GMAC         7.100     1/15/13      67.20
GMAC              GMAC         7.125     8/15/12      69.81
GMAC              GMAC         7.125    12/15/12      70.64
GMAC              GMAC         7.125    10/15/17      57.38
GMAC              GMAC         7.150    11/15/12      68.43
GMAC              GMAC         7.150     9/15/18      57.54
GMAC              GMAC         7.150     1/15/25      52.50
GMAC              GMAC         7.200    10/15/17      59.47
GMAC              GMAC         7.200    10/15/17      59.55
GMAC              GMAC         7.250     8/15/12      69.44
GMAC              GMAC         7.250    12/15/12      63.00
GMAC              GMAC         7.250     9/15/17      59.89
GMAC              GMAC         7.250     9/15/17      57.96
GMAC              GMAC         7.250     9/15/17      64.00
GMAC              GMAC         7.250     9/15/17      58.78
GMAC              GMAC         7.250     1/15/18      53.39
GMAC              GMAC         7.250     4/15/18      56.38
GMAC              GMAC         7.250     4/15/18      55.95
GMAC              GMAC         7.250     8/15/18      58.50
GMAC              GMAC         7.250     8/15/18      58.66
GMAC              GMAC         7.250     9/15/18      57.15
GMAC              GMAC         7.250     1/15/25      56.33
GMAC              GMAC         7.250     2/15/25      52.66
GMAC              GMAC         7.250     3/15/25      54.14
GMAC              GMAC         7.300    12/15/17      58.96
GMAC              GMAC         7.300     1/15/18      59.84
GMAC              GMAC         7.300     1/15/18      56.75
GMAC              GMAC         7.350     4/15/18      55.61
GMAC              GMAC         7.375    11/15/16      60.96
GMAC              GMAC         7.375     4/15/18      58.13
GMAC              GMAC         7.400    12/15/17      62.15
GMAC              GMAC         7.500    10/15/12      66.12
GMAC              GMAC         7.500    11/15/16      61.64
GMAC              GMAC         7.500     8/15/17      53.00
GMAC              GMAC         7.500    11/15/17      58.35
GMAC              GMAC         7.500    11/15/17      54.90
GMAC              GMAC         7.500    12/15/17      60.29
GMAC              GMAC         7.500     3/15/25      55.69
GMAC              GMAC         7.625    11/15/12      67.64
GMAC              GMAC         7.750    10/15/17      55.61
GMAC              GMAC         7.875    11/15/12      64.38
GMAC              GMAC         8.000    10/15/17      66.33
GMAC              GMAC         8.000    11/15/17      60.98
GMAC              GMAC         8.000     3/15/25      57.08
GMAC              GMAC         8.125    11/15/17      59.70
GMAC              GMAC         8.400     8/15/15      66.40
GMAC              GMAC         8.650     8/15/15      71.85
GMAC              GMAC         9.000     7/15/15      67.44
GMAC              GMAC         9.000     7/15/20      69.80
OUTBOARD MARINE   GRNMRN       9.125     4/15/17       6.75
OUTBOARD MARINE   GRNMRN      10.750     6/ 1/08      10.06
GS CAPITAL II     GS           5.793    12/29/49      72.27
REALOGY CORP      H           10.500     4/15/14      67.98
REALOGY CORP      H           12.375     4/15/15      47.61
HUNTINGTON NATL   HBAN         5.375     2/28/19      70.12
COLUMBIA/HCA      HCA          7.050    12/ 1/27      70.81
COLUMBIA/HCA      HCA          7.500    11/15/95      72.95
COLUMBIA/HCA      HCA          7.750     7/15/36      74.39
HECHINGER CO      HECINV       9.450    11/15/12       1.67
HERBST GAMING     HERBST       7.000    11/15/14      15.00
HERBST GAMING     HERBST       8.125     6/ 1/12      15.50
HARRAHS OPER CO   HET          5.375    12/15/13      65.80
HARRAHS OPER CO   HET          5.625     6/ 1/15      58.75
HARRAHS OPER CO   HET          5.750    10/ 1/17      56.85
HARRAHS OPER CO   HET          6.500     6/ 1/16      59.95
HUMAN GENOME      HGSI         2.250     8/15/12      70.03
HINES NURSERIES   HORT        10.250    10/ 1/11      55.06
K HOVNANIAN ENTR  HOV          6.000     1/15/10      63.98
K HOVNANIAN ENTR  HOV          6.250     1/15/15      66.58
K HOVNANIAN ENTR  HOV          6.250     1/15/16      66.19
K HOVNANIAN ENTR  HOV          6.375    12/15/14      66.70
K HOVNANIAN ENTR  HOV          6.500     1/15/14      66.42
K HOVNANIAN ENTR  HOV          7.500     5/15/16      67.16
K HOVNANIAN ENTR  HOV          7.750     5/15/13      51.53
K HOVNANIAN ENTR  HOV          8.000     4/ 1/12      72.01
K HOVNANIAN ENTR  HOV          8.875     4/ 1/12      54.65
HERCULES INC      HPC          6.500     6/30/29      66.38
HEADWATERS INC    HW           2.500     2/ 1/14      73.50
BORDEN INC        HXN          7.875     2/15/23      57.74
BORDEN INC        HXN          8.375     4/15/16      65.05
BORDEN INC        HXN          9.200     3/15/21      56.00
IDEARC INC        IAR          8.000    11/15/16      63.26
IMPERIAL CREDIT   ICII         9.875     1/15/07       0.01
ION MEDIA         IION        11.000     7/31/13      33.62
IKON OFFICE       IKN          6.750    12/ 1/25      68.58
ISOLAGEN INC      ILE          3.500    11/ 1/24      11.00
IRIDIUM LLC/CAP   IRILLC      10.875     7/15/05       0.50
IRIDIUM LLC/CAP   IRILLC      11.250     7/15/05       1.81
IRIDIUM LLC/CAP   IRILLC      13.000     7/15/05       1.31
IRIDIUM LLC/CAP   IRILLC      14.000     7/15/05       1.50
ISLE OF CAPRI     ISLE         7.000     3/ 1/14      69.74
IT GROUP INC      ITXGE       11.250     4/ 1/09       0.27
JB POINDEXTER     JBPOIN       8.750     3/15/14      64.48
JONES APPAREL     JNY          6.125    11/15/34      72.53
JP MORGAN CHASE   JPM         10.000     7/31/08      69.60
KEYSTONE AUTO OP  KEAUOP       9.750    11/ 1/13      56.59
KELLSTROM INDS    KELLQ        5.750    10/15/02       0.01
KEMET CORP        KEM          2.250    11/15/26      71.98
KEYCORP CAP VII   KEY          5.700     6/15/35      68.50
KIMBALL HILL INC  KIMHIL      10.500    12/15/12      14.95
KULICKE & SOFFA   KLIC         0.875     6/ 1/12      68.85
KAISER ALUMINUM   KLUCQ        9.875     2/15/02       0.01
KAISER ALUMINUM   KLUCQ       12.750     2/ 1/03       2.50
KMART 95-K3 PT    KMRT         8.540     1/ 2/15       0.01
K MART FUNDING    KMRT         8.800     7/ 1/10      10.00
KMART 95-K4 PT    KMRT         9.350     1/ 2/20       0.01
KMART 95-K2 PT    KMRT         9.780     1/ 5/20       0.01
LIBERTY MEDIA     L            3.250     3/15/31      66.50
LIBERTY MEDIA     L            3.500     1/15/31      62.00
LIBERTY MEDIA     L            3.750     2/15/30      47.50
LIBERTY MEDIA     L            4.000    11/15/29      57.23
LIFETIME BRANDS   LCUT         4.750     7/15/11      71.75
LEHMAN BROS HLDG  LEH          5.000     3/27/13      74.64
LEHMAN BROS HLDG  LEH          5.000     6/10/23      68.50
LEHMAN BROS HLDG  LEH          5.250     9/14/19      72.25
LEHMAN BROS HLDG  LEH          5.350     3/13/20      70.00
LEHMAN BROS HLDG  LEH          5.350     6/14/30      67.25
LEHMAN BROS HLDG  LEH          5.375     5/ 6/23      70.10
LEHMAN BROS HLDG  LEH          5.400     3/ 6/20      71.10
LEHMAN BROS HLDG  LEH          5.400     3/20/20      74.09
LEHMAN BROS HLDG  LEH          5.400     3/30/29      67.93
LEHMAN BROS HLDG  LEH          5.450     7/19/30      69.49
LEHMAN BROS HLDG  LEH          5.450     9/20/30      63.79
LEHMAN BROS HLDG  LEH          5.500     2/27/20      75.00
LEHMAN BROS HLDG  LEH          5.500     3/14/23      73.44
LEHMAN BROS HLDG  LEH          5.500     4/ 8/23      72.00
LEHMAN BROS HLDG  LEH          5.500     4/15/23      74.18
LEHMAN BROS HLDG  LEH          5.500     4/23/23      71.25
LEHMAN BROS HLDG  LEH          5.500     1/27/29      71.93
LEHMAN BROS HLDG  LEH          5.500     8/ 2/30      67.50
LEHMAN BROS HLDG  LEH          5.550     3/ 9/29      74.25
LEHMAN BROS HLDG  LEH          5.600     2/17/29      65.63
LEHMAN BROS HLDG  LEH          5.600     3/ 2/29      66.27
LEHMAN BROS HLDG  LEH          5.600     5/ 3/30      68.12
LEHMAN BROS HLDG  LEH          5.650    11/23/29      72.55
LEHMAN BROS HLDG  LEH          5.650    12/31/34      62.44
LEHMAN BROS HLDG  LEH          5.700     2/10/29      73.34
LEHMAN BROS HLDG  LEH          5.700     4/13/29      73.69
LEHMAN BROS HLDG  LEH          5.750     3/27/23      72.95
LEHMAN BROS HLDG  LEH          5.750    10/15/23      73.26
LEHMAN BROS HLDG  LEH          5.750    10/21/23      74.00
LEHMAN BROS HLDG  LEH          5.750    12/16/28      69.88
LEHMAN BROS HLDG  LEH          5.750     8/24/29      72.80
LEHMAN BROS HLDG  LEH          5.750     9/14/29      70.75
LEHMAN BROS HLDG  LEH          5.750    10/12/29      70.00
LEHMAN BROS HLDG  LEH          5.750     3/29/30      73.21
LEHMAN BROS HLDG  LEH          5.850    11/ 8/30      61.50
LEHMAN BROS HLDG  LEH          5.900     5/ 4/29      72.44
LEHMAN BROS HLDG  LEH          6.000    11/18/28      70.32
LEHMAN BROS HLDG  LEH          6.000     7/20/29      69.79
LEHMAN BROS HLDG  LEH          6.000     4/30/34      67.88
LEHMAN BROS HLDG  LEH          6.000     2/24/36      70.85
LEHMAN BROS HLDG  LEH          9.500     5/ 1/08      66.90
LEINER HEALTH     LEINER      11.000     6/ 1/12       0.12
LANDRY'S RESTAUR  LNY          7.500    12/15/14      75.00
LIFECARE HOLDING  LTACH        9.250     8/15/13      45.20
LTV CORP          LTVCQ        8.200     9/15/07       0.00
LEVEL 3 COMM INC  LVLT         2.875     7/15/10      68.38
LEVEL 3 COMM INC  LVLT         3.500     6/15/12      65.48
LEVEL 3 FIN INC   LVLT         8.750     2/15/17      73.52
MILLENNIUM AMER   LYO          7.625    11/15/26      64.69
MAJESTIC STAR     MAJEST       9.750     1/15/11      39.85
MAGNA ENTERTAINM  MECA         7.250    12/15/09      62.00
MAGNA ENTERTAINM  MECA         8.550     6/15/10      69.00
MERRILL LYNCH     MER         10.000     3/ 6/09      23.80
MERRILL LYNCH     MER         12.000     3/26/10      25.00
MERISANT CO       MERI         9.500     7/15/13      70.50
MERIX CORP        MERX         4.000     5/15/13      61.52
METALDYNE CORP    METALD      10.000    11/ 1/13      61.25
METALDYNE CORP    METALD      11.000     6/15/12      38.57
HARLAND CLARKE    MFW          9.500     5/15/15      73.05
MASONITE CORP     MHM         11.000     4/ 6/15      67.88
MHS HOLDINGS CO   MHSHLD      16.875     9/22/04       0.01
KNIGHT RIDDER     MNI          4.625    11/ 1/14      64.50
KNIGHT RIDDER     MNI          5.750     9/ 1/17      64.55
KNIGHT RIDDER     MNI          6.875     3/15/29      59.77
KNIGHT RIDDER     MNI          7.150    11/ 1/27      62.27
MANNKIND CORP     MNKD         3.750    12/15/13      64.38
MOMENTIVE PERFOR  MOMENT      11.500    12/ 1/16      74.95
MORRIS PUBLISH    MORPUB       7.000     8/ 1/13      56.00
MOVIE GALLERY     MOVI        11.000     5/ 1/12      14.95
MRS FIELDS        MRSFLD       9.000     3/15/11      73.75
MERITAGE HOMES    MTH          6.250     3/15/15      73.03
MERITAGE CORP     MTH          7.000     5/ 1/14      73.89
MICRON TECH       MU           1.875     6/ 1/14      73.54
MUZAK LLC         MUZK         9.875     3/15/09      70.00
SCOTIA PAC CO     MXM          7.110     1/20/14      72.43
SCOTIA PAC CO     MXM          7.710     1/20/14      71.93
MILACRON ESCROW   MZ          11.500     5/15/11      74.77
NORTH ATL TRADNG  NATRC        9.250     3/ 1/12      62.00
NEENAH CORP       NEENAH       9.500     1/ 1/17      70.00
NEFF CORP         NEFF        10.000     6/ 1/15      45.48
NETWORK COMMUNIC  NETCOM      10.750    12/ 1/13      75.00
NATL FINANCIAL    NFP          0.750     2/ 1/12      67.29
NATL STEEL CORP   NSTLQ        8.375     8/ 1/06       0.01
NATL STEEL CORP   NSTLQ        9.875     3/ 1/09       0.01
NORTHERN TEL CAP  NT           7.875     6/15/26      71.05
NORTEK INC        NTK          8.500     9/ 1/14      74.30
NTK HOLDINGS INC  NTK         10.750     3/ 1/14      51.39
NUVEEN INVEST     NUVINV       5.500     9/15/15      63.80
NORTHWST STL&WIR  NWSW         9.500     6/15/01       0.01
REALTY INCOME     O            5.875     3/15/35      71.30
OWENS CORNING     OC           7.000    12/ 1/36      70.09
OMNICARE INC      OCR          3.250    12/15/35      65.66
OAKWOOD HOMES     OKWHQ        8.125     3/ 1/09       4.25
AMER & FORGN PWR  OMX          5.000     3/ 1/30      54.86
OSCIENT PHARM     OSCI         3.500     4/15/11      30.00
OUTBACK STEAKHSE  OSI         10.000     6/15/15      60.89
PAC-WEST TELECOM  PACW        13.500     2/ 1/09       0.06
PAC-WEST TELECOM  PACW        13.500     2/ 1/09       1.00
PCA LLC/PCA FIN   PCALLC      11.875     8/ 1/09       4.19
RESTAURANT CO     PFR         10.000    10/ 1/13      61.31
PIERRE FOODS INC  PIERRE       9.875     7/15/12      66.00
PLY GEM INDUST    PLYGEM       9.000     2/15/12      69.59
PORTOLA PACKAGIN  PORTOL       8.250     2/ 1/12      64.41
PARTNERRE FIN     PRE          6.440    12/ 1/66      75.00
PROPEX FABRICS    PROPEX      10.000    12/ 1/12      10.50
PRIMUS TELECOM    PRTL         3.750     9/15/10      49.50
PRIMUS TELECOM    PRTL         5.000     6/30/09      53.12
PRIMUS TELECOM    PRTL         8.000     1/15/14      43.57
POPE & TALBOT     PTBT         8.375     6/ 1/13      10.00
POPE & TALBOT     PTBT         8.375     6/ 1/13      12.12
NUTRITIONAL SRC   PUEBLO      10.125     8/ 1/09       8.55
POWERWAVE TECH    PWAV         1.875    11/15/24      60.00
POWERWAVE TECH    PWAV         3.875    10/ 1/27      58.84
PIXELWORKS INC    PXLW         1.750     5/15/24      70.00
QUALITY DISTRIBU  QLTY         9.000    11/15/10      65.25
RITE AID CORP     RAD          6.875     8/15/13      64.92
RITE AID CORP     RAD          6.875    12/15/28      52.05
RITE AID CORP     RAD          7.700     2/15/27      57.03
RADNOR HOLDINGS   RADHOL      11.000     3/15/10       0.12
RDM SPORTS GROUP  RDMG        11.750     7/15/02       3.25
RESIDENTIAL CAP   RESCAP       6.000     2/22/11      45.62
RESIDENTIAL CAP   RESCAP       6.125    11/21/08      61.95
RESIDENTIAL CAP   RESCAP       6.375     6/30/10      48.15
RESIDENTIAL CAP   RESCAP       6.500     6/ 1/12      45.93
RESIDENTIAL CAP   RESCAP       6.500     4/17/13      45.88
RESIDENTIAL CAP   RESCAP       6.875     6/30/15      46.20
RF MICRO DEVICES  RFMD         0.750     4/15/12      69.98
RF MICRO DEVICES  RFMD         1.000     4/15/14      65.00
RH DONNELLEY      RHD          6.875     1/15/13      57.04
RH DONNELLEY      RHD          6.875     1/15/13      57.36
RH DONNELLEY      RHD          6.875     1/15/13      57.53
DEX MEDIA INC     RHD          8.000    11/15/13      70.90
RH DONNELLEY      RHD          8.875     1/15/16      59.32
RH DONNELLEY      RHD          8.875    10/15/17      59.01
ROTECH HEALTHCA   ROHI         9.500     4/ 1/12      74.82
RADIO ONE INC     ROIA         6.375     2/15/13      60.50
RENTECH INC       RTK          4.000     4/15/13      55.25
NEXTEL COMMUNIC   S            5.950     3/15/14      70.74
NEXTEL COMMUNIC   S            5.950     3/15/14      73.20
NEXTEL COMMUNIC   S            6.875    10/31/13      74.50
SPRINT CAP CORP   S            6.875    11/15/28      74.38
SPECIAL DEVICES   SDII        11.375    12/15/08      42.00
SECURUS TECH      SECRUS      11.000     9/ 1/11      72.66
STANCORP FINL     SFG          6.900     5/29/67      75.00
ISTAR FINANCIAL   SFI          5.150     3/ 1/12      73.24
ISTAR FINANCIAL   SFI          5.500     6/15/12      74.66
ISTAR FINANCIAL   SFI          5.800     3/15/11      74.89
ISTAR FINANCIAL   SFI          5.875     3/15/16      69.31
SEARS ROEBUCK AC  SHLD         6.500    12/ 1/28      73.18
SEARS ROEBUCK AC  SHLD         6.750     1/15/28      72.07
SEARS ROEBUCK AC  SHLD         7.000     6/ 1/32      70.93
SIX FLAGS INC     SIX          4.500     5/15/15      54.50
SIX FLAGS INC     SIX          8.875     2/ 1/10      67.60
SIX FLAGS INC     SIX          9.625     6/ 1/14      55.83
SIX FLAGS INC     SIX          9.750     4/15/13      56.55
SLM CORP          SLMA         4.550     6/15/13      68.26
SLM CORP          SLMA         4.800    12/15/28      64.00
SLM CORP          SLMA         5.000    12/15/13      68.15
SLM CORP          SLMA         5.000     6/15/18      69.14
SLM CORP          SLMA         5.000     6/15/19      66.30
SLM CORP          SLMA         5.000     9/15/20      71.12
SLM CORP          SLMA         5.000     6/15/28      66.00
SLM CORP          SLMA         5.050     3/15/23      64.37
SLM CORP          SLMA         5.190     4/24/19      68.50
SLM CORP          SLMA         5.200    12/15/20      66.73
SLM CORP          SLMA         5.200     3/15/28      68.23
SLM CORP          SLMA         5.250     9/15/15      74.00
SLM CORP          SLMA         5.250     6/15/28      62.40
SLM CORP          SLMA         5.250    12/15/28      66.68
SLM CORP          SLMA         5.300    12/15/28      66.38
SLM CORP          SLMA         5.350     6/15/25      67.50
SLM CORP          SLMA         5.350     6/15/25      68.84
SLM CORP          SLMA         5.350     6/15/28      68.34
SLM CORP          SLMA         5.400     3/15/19      70.95
SLM CORP          SLMA         5.400     3/15/30      59.18
SLM CORP          SLMA         5.400     6/15/30      62.45
SLM CORP          SLMA         5.450     3/15/18      74.09
SLM CORP          SLMA         5.450    12/15/20      74.32
SLM CORP          SLMA         5.450     3/15/23      58.90
SLM CORP          SLMA         5.450     3/15/28      70.64
SLM CORP          SLMA         5.450     6/15/28      70.50
SLM CORP          SLMA         5.450     6/15/28      63.09
SLM CORP          SLMA         5.500     3/15/19      71.65
SLM CORP          SLMA         5.500     6/15/19      71.97
SLM CORP          SLMA         5.500     6/15/28      69.38
SLM CORP          SLMA         5.500     6/15/29      59.83
SLM CORP          SLMA         5.500     6/15/29      59.31
SLM CORP          SLMA         5.500     6/15/29      61.12
SLM CORP          SLMA         5.500     3/15/30      62.50
SLM CORP          SLMA         5.500     3/15/30      63.69
SLM CORP          SLMA         5.500     6/15/30      66.50
SLM CORP          SLMA         5.500    12/15/30      60.21
SLM CORP          SLMA         5.500    12/15/30      61.27
SLM CORP          SLMA         5.550     6/15/25      59.51
SLM CORP          SLMA         5.550     3/15/28      71.87
SLM CORP          SLMA         5.550     6/15/28      74.79
SLM CORP          SLMA         5.550     3/15/29      69.80
SLM CORP          SLMA         5.600     3/15/22      66.67
SLM CORP          SLMA         5.600     3/15/24      75.00
SLM CORP          SLMA         5.600     3/15/29      69.33
SLM CORP          SLMA         5.600     3/15/29      53.00
SLM CORP          SLMA         5.600     3/15/29      69.35
SLM CORP          SLMA         5.600     6/15/29      67.47
SLM CORP          SLMA         5.600    12/15/29      66.07
SLM CORP          SLMA         5.625     1/25/25      64.39
SLM CORP          SLMA         5.625     8/ 1/33      73.10
SLM CORP          SLMA         5.650     3/15/18      70.11
SLM CORP          SLMA         5.650     6/15/22      66.62
SLM CORP          SLMA         5.650     6/15/22      66.62
SLM CORP          SLMA         5.650     3/15/29      68.69
SLM CORP          SLMA         5.650    12/15/29      62.85
SLM CORP          SLMA         5.650    12/15/29      62.22
SLM CORP          SLMA         5.650    12/15/29      59.26
SLM CORP          SLMA         5.650     3/15/30      66.50
SLM CORP          SLMA         5.650     6/15/30      59.18
SLM CORP          SLMA         5.650     3/15/32      64.56
SLM CORP          SLMA         5.700     3/15/29      65.09
SLM CORP          SLMA         5.700     3/15/29      56.37
SLM CORP          SLMA         5.700     3/15/29      67.10
SLM CORP          SLMA         5.700     3/15/29      65.20
SLM CORP          SLMA         5.700     3/15/29      57.16
SLM CORP          SLMA         5.700    12/15/29      57